Common use of The Servicer Clause in Contracts

The Servicer. (a) The Servicer shall service and administer the Mortgage Loans in the same manner as would prudent institutional mortgage lenders servicing comparable mortgage loans for their own account in the jurisdictions where the related Mortgaged Properties are located and in a manner consistent with the terms of this Servicing Agreement and which shall be normal and usual in its general mortgage servicing activities and shall have full power and authority, acting alone or through a subservicer, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable, it being understood, however, that the Servicer shall at all times remain responsible to the Company, the Indenture Trustee, as pledgee of the Collateral, and the Securityholders for the performance of its duties and obligations hereunder in accordance with the terms hereof and the servicing standard set forth above. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered by the Company and the Indenture Trustee, as pledgee of the Collateral, to execute and deliver, on behalf of itself, the Company, the Securityholders and the Indenture Trustee or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments with respect to the Mortgage Loans and with respect to the Mortgaged Properties. The Company, the Indenture Trustee and the Custodian, as applicable, shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. On the Closing Date, the Company shall deliver to the Servicer a power of attorney substantially in the form of Exhibit B hereto. If the Mortgage relating to a Mortgage Loan did not have a lien senior on the related Mortgaged Property as of the Cut-Off Date, then the Servicer, in such capacity, may not consent to the placing of a lien senior to that of the Mortgage on the related Mortgaged Property. If the Mortgage relating to a Mortgage Loan had a lien senior to the Mortgage Loan on the related Mortgaged Property as of the Cut-Off Date, then the Servicer, in such capacity, may consent to the refinancing of such senior lien; PROVIDED that (i) the resulting Combined Loan-to-Value Ratio of such Mortgage Loan is no higher than the Combined Loan-to-Value Ratio prior to such refinancing and (ii) the interest rate for the loan evidencing the refinanced senior lien on the date of such refinancing is no higher than the interest rate on the loan evidencing the existing senior lien immediately prior to the date of such refinancing. The relationship of the Servicer (and of any successor to the Servicer as servicer under this Servicing Agreement) to the Company under this Servicing Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent.

The Servicer. (a) The Servicer shall service and administer the Mortgage Loans in a manner generally consistent with the same manner as would prudent institutional mortgage lenders servicing comparable mortgage loans for their own account in terms of the jurisdictions where the related Mortgaged Properties are located Program Guide and in a manner consistent with the terms of this Servicing Agreement and which that shall be normal and usual in its general mortgage servicing activities and consistent with the manner in which it services all other Mortgage Loans in its servicing portfolio with characteristics similar to those of the Mortgage Loans. The Servicer shall have full power and authority, acting alone or through a subservicerSubservicer, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable, it being understood, however, that the Servicer shall at all times remain responsible to the Company, Issuer and the Indenture Trustee, as pledgee of the CollateralMortgage Loans, and the Securityholders for the performance of its duties and obligations hereunder in accordance with the terms hereof and the servicing standard set forth aboveProgram Guide. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered by the Company Issuer and the Indenture Trustee, as pledgee of the CollateralMortgage Loans, to execute and deliver, on behalf of itself, the CompanyIssuer, the Securityholders and the Indenture Trustee or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments with respect to the Mortgage Loans and with respect to the Mortgaged Properties. The CompanyIssuer, the Indenture Trustee and the Custodian, as applicable, shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. In addition, the Servicer may, at its own discretion and on behalf of the Indenture Trustee, obtain credit information in the form of a "credit score" from a credit repository. On the Closing Date, the Company Indenture Trustee shall deliver to the Servicer a limited power of attorney substantially in the form of Exhibit B hereto. If The Servicer is further authorized and empowered by the Issuer and the Indenture Trustee, on behalf of the Noteholders and the Indenture Trustee, in its own name or in the name of the Subservicer, when the Servicer or the Subservicer, as the case may be, believes it appropriate in its best judgment to register any Mortgage Loan on the MERS(R)System, or cause the removal from the registration of any Mortgage Loan on the MERS(R)System, to execute and deliver, on behalf of the Indenture Trustee and the Noteholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Indenture Trustee and its successors and assigns. The Indenture Trustee shall have no ongoing responsibility to check the status of the Mortgage relating Loans on the MERS(R)System. Any expenses incurred in connection with the actions described in the preceding sentence shall be borne by the Servicer, with no right of reimbursement. Notwithstanding the foregoing, subject to Section 3.02(a), the Servicer shall not permit any modification with respect to any Mortgage Loan that would both constitute a sale or exchange of such Mortgage Loan within the meaning of Section 1001 of the Code and any proposed, temporary or final regulations promulgated thereunder and cause any REMIC to fail to qualify as a REMIC under the Code or, except as provided in Section 11.01(f) of the Indenture, cause the imposition of a tax upon any of the REMICs (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code). Subject to Section 3.15, if the Mortgage Loan did not have a lien Lien senior to the related Mortgage Loan on the related Mortgaged Property as of the related Cut-Off Date, then the Servicer, in such capacity, may not consent to the placing of a lien Lien senior to that of the Mortgage on the related Mortgaged Property. If Subject to Section 3.15, if the Mortgage relating to a Mortgage Loan had a lien Lien senior to the related Mortgage Loan on the related Mortgaged Property as of the related Cut-Off Date, then the Servicer, in such capacity, may not consent to the refinancing of such prior senior lienLien; PROVIDED that unless (i) the resulting Combined Loan-to-Value Ratio CLTV of such Mortgage Loan is no higher than the Combined Loan-to-Value Ratio greater of the CLTV prior to such refinancing or a 70% CLTV (or a 80% CLTV for those borrowers with a FICO "credit score" of 720 or greater) and (ii) the interest rate for the loan evidencing the refinanced senior lien on the date of such refinancing Lien is no higher than the interest rate on the loan evidencing the existing senior lien Lien immediately prior to the date of such refinancingrefinancing (meaning, in the case of an adjustable rate loan, a substantially similar index and a gross margin no higher than that of the existing senior Lien); provided, however, that if the loan evidencing the existing senior Lien prior to the date of refinancing is an adjustable rate loan and the loan evidencing the refinanced senior Lien is a fixed rate loan, then the interest rate on the loan evidencing the refinanced senior Lien may be up to 2.0% higher than the then-current mortgage rate of the loan evidencing the existing senior Lien and (iii) the loan evidencing the refinanced senior Lien is not subject to negative amortization. In connection with servicing the Mortgage Loans, the Servicer may take reasonable actions to encourage or effect the termination of Mortgage Notes that have become dormant. The relationship of the Servicer (and of any successor to the Servicer as servicer under this Servicing Agreement) to the Company Issuer under this Servicing Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent.

The Servicer. (a) The Servicer is hereby authorized to act as agent for the Trust and in such capacity shall manage, service, administer and make collections on the Mortgage Loans and perform the other actions under this Agreement. The Servicer shall service and administer the Mortgage Loans in the same manner as would prudent institutional mortgage lenders servicing comparable mortgage loans for their own account in the jurisdictions where the related Mortgaged Properties are located and in a manner consistent with the terms of this Servicing Agreement and which shall be normal and usual in its with general mortgage servicing activities industry practice and shall have full power and authority, acting alone or through a subservicer, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable, it being understood, however, that the Servicer shall at all times remain responsible to the CompanyTrust, the Indenture Trustee, as pledgee of the CollateralNoteholders, the Residual Certificateholders and the Securityholders Insurer for the performance of its duties and obligations hereunder in accordance with the terms hereof hereof. The Servicer hereby confirms its obligation, as Servicer, to fund future advances to the Mortgagors pursuant to the Credit Line Agreements and hereby sells, transfers, assigns, sets over and otherwise conveys to the Sponsor the Additional Balances so created. It is the intention of the Servicer that the transfer of the Additional Balances to the Sponsor shall constitute a sale, but in the event that the transfer is held not to be a sale, this Agreement shall constitute a grant of a security interest in the Additional Balances, and the servicing standard set forth aboveproceeds thereof, for the benefit of the Sponsor. Any amounts received by any subservicer in respect of a Mortgage Loan shall be deemed to have been received by the Servicer whether or not actually received by it. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered by the Company and the Indenture Trustee, as pledgee of the CollateralTrust, to execute and deliver, on behalf of itself, the Company, the Securityholders and the Indenture Trustee or any of themTrust, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments instruments, with respect to the Mortgage Loans and with respect to the Mortgaged PropertiesProperties and to make deposits to and withdrawals from the Collection Account. The Company, the Indenture Trustee and the CustodianOwner Trustee shall, as applicableupon the written request of a Servicing Officer, shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunderhereunder and consistent with the Indenture Trustee’s internal policies. On the Closing Date, the Company shall deliver to the The Servicer a power of attorney substantially in the form of Exhibit B hereto. If the Mortgage relating to a Mortgage Loan did not have a lien senior on the related Mortgaged Property as of the Cut-Off Date, then the Servicer, in such capacity, capacity may not also consent to the placing of a lien senior to that of the any Mortgage on the related Mortgaged Property. If the Mortgage relating to a Mortgage Loan had a lien senior to the Mortgage Loan on the related Mortgaged Property as of the Cut-Off Date, then the Servicer, in such capacity, may consent to the refinancing of such senior lien; PROVIDED that (i) the resulting Combined Loan-to-Value Ratio of such Mortgage Loan is no higher than the Combined Loan-to-Value Ratio prior to such refinancing and (ii) the interest rate for the loan evidencing the refinanced senior lien on the date of such refinancing is no higher than the interest rate on the loan evidencing the existing senior lien immediately prior to the date of such refinancing. The relationship of the Servicer (and of any successor to the Servicer as servicer under this Servicing Agreement) to the Company under this Servicing Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent.provided that

The Servicer. (a) The Servicer shall service and administer the Mortgage Loans in the same manner as would prudent institutional mortgage lenders servicing comparable mortgage loans for their own account in the jurisdictions where the related Mortgaged Properties are located and in a manner consistent accordance with the terms of this Accepted Servicing Agreement and which shall be normal and usual in its general mortgage servicing activities Practices and shall have full power and authority, acting alone or through a subservicer, authority to do any and all things not inconsistent therewith in connection with such servicing and administration which it may deem necessary or desirable, it being understood, however, that desirable subject to the limitations set forth in this Agreement. The Indenture Trustee shall furnish the Servicer shall at all times remain responsible with any powers of attorney and other documents necessary or appropriate to enable the Company, the Indenture Trustee, as pledgee of the Collateral, Servicer to carry out its servicing and the Securityholders for the performance of its administrative duties and obligations hereunder in accordance with the terms hereof and the servicing standard set forth abovehereunder. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered by the Company and the Indenture Trustee, as pledgee of the Collateral, to execute and deliver, on behalf of itself, the Company, the Securityholders Noteholders and the Indenture Trustee or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments instruments, and to effect such modifications, waivers, indulgences and other like matters as are in its judgment necessary or desirable, with respect to the Mortgage Loans and the Mortgaged Properties and the servicing and administration thereof. The Servicer shall notify the Indenture Trustee of any such waiver, release, discharge, modification, indulgence or other such matter by delivering to the Indenture Trustee an Officer's Certificate certifying that such agreement is in compliance with this Section 5.01 together with the original copy of any written agreement or other document executed in connection therewith, all of which written agreements or documents shall, for all purposes, be considered a part of the related Indenture Trustee's Mortgage File to the same extent as all other documents and instruments constituting a part thereof. Notwithstanding anything in this Agreement to the contrary, the Servicer shall not permit any modification with respect to the Mortgaged Properties. The Company, the Indenture Trustee and the Custodian, as applicable, shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. On the Closing Date, the Company shall deliver to the Servicer a power of attorney substantially in the form of Exhibit B hereto. If the Mortgage relating to a Mortgage Loan did not have a lien senior on the related Mortgaged Property as of the Cut-Off Date, then the Servicer, in such capacity, may not consent to the placing of a lien senior to that of the Mortgage on the related Mortgaged Property. If the Mortgage relating to a Mortgage Loan had a lien senior to the Mortgage Loan on the related Mortgaged Property as of the Cut-Off Date, then the Servicer, in such capacity, may consent to the refinancing of such senior lien; PROVIDED that unless (i) the resulting Combined Loan-to-Value Ratio modifications do not decrease the Mortgage Interest Rate, reduce or increase the principal balance, decrease the lien priority, increase the current LTV above the lesser of the current LTV or the original LTV, or change the final maturity date on or of such Mortgage Loan is no higher than the Combined Loan-to-Value Ratio prior to such refinancing and (ii) the interest rate for Note Insurer consents to such modifications in writing; provided, however, that the loan evidencing Servicer shall be permitted to extend the refinanced senior lien final maturity date on a Mortgage Loan by 180 days or less without the date consent of such refinancing is no higher than the interest rate on the loan evidencing the existing senior lien immediately prior to the date of such refinancingNote Insurer. The relationship of the Servicer (and of any successor to the Servicer as servicer under this Servicing Agreement) to the Company Indenture Trustee under this Servicing Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent.

The Servicer. (a) The Servicer shall service and administer the Mortgage Loans in the same manner as would prudent institutional mortgage lenders servicing comparable mortgage loans for their own account in the jurisdictions where the related Mortgaged Properties are located and in a manner consistent with the terms of this Servicing Agreement and which shall be normal and usual in its general mortgage servicing activities and shall have full power and authority, acting alone or through a subservicer, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable, it being understood, howeverhow ever, that the Servicer shall at all times remain responsible to the CompanyDepositor, the Indenture Trustee, as pledgee of the Mortgage Collateral, and the Securityholders for the performance of its duties and obligations hereunder in accordance with the terms hereof and the servicing standard set forth above. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered by the Company Depositor and the Indenture Trustee, as pledgee of the Mortgage Collateral, to execute and deliver, on behalf of itself, the CompanyDepositor, the Securityholders and the Indenture Trustee or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments with respect to the Mortgage Loans and with respect to the Mortgaged Properties. The CompanyDepositor, the Indenture Trustee and the Custodian, as applicable, shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. On the Closing Date, the Company Depositor shall deliver to the Servicer a power of attorney substantially in the form of Exhibit B hereto. If the Mortgage relating to a Mortgage Loan did not have a lien senior on the related Mortgaged Property as of the Cut-Off Date, then the Servicer, in such capacity, may not consent to the placing of a lien senior to that of the Mortgage on the related Mortgaged Property. If the Mortgage relating to a Mortgage Loan had a lien senior to the Mortgage Loan on the related Mortgaged Mort gaged Property as of the Cut-Off Date, then the Servicer, in such capacity, may consent to the refinancing of such senior lien; PROVIDED that (i) the resulting Combined Loan-to-Value Ratio of such Mortgage Loan is no higher than the Combined Loan-to-Value Ratio prior to such refinancing and (ii) the interest rate for the loan evidencing the refinanced senior lien on the date of such refinancing is no higher than the interest rate on the loan evidencing the existing senior lien immediately prior to the date of such refinancing. The relationship of the Servicer (and of any successor to the Servicer as servicer under this Servicing Agreement) to the Company Depositor under this Servicing Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent.

The Servicer. (a) The Servicer shall service and administer the Mortgage Loans in a manner generally consistent with the same manner as would prudent institutional mortgage lenders servicing comparable mortgage loans for their own account in terms of the jurisdictions where the related Mortgaged Properties are located Program Guide and in a manner consistent with the terms of this Servicing Agreement and which that shall be normal and usual in its general mortgage servicing activities and activities. The Servicer shall have full power and authority, acting alone or through a subservicerSubservicer, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable, it being understood, however, that the Servicer shall at all times remain responsible to the Company, Issuer and the Indenture Trustee, as pledgee of the CollateralMortgage Loans, and the Securityholders for the performance of its duties and obligations hereunder in accordance with the terms hereof and the servicing standard set forth aboveProgram Guide. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered by the Company Issuer and the Indenture Trustee, as pledgee of the CollateralMortgage Loans, to execute and deliver, on behalf of itself, the CompanyIssuer, the Securityholders and the Indenture Trustee or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments with respect to the Mortgage Loans and with respect to the Mortgaged Properties. The CompanyIssuer, the Indenture Trustee and the Custodian, as applicable, shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. In addition, the Servicer may, at its own discretion and on behalf of the Indenture Trustee, obtain credit information in the form of a "credit score" from a credit repository. On the Closing Date, the Company Indenture Trustee shall deliver to the Servicer a limited power of attorney substantially in the form of Exhibit B hereto. If the Mortgage relating to a Mortgage Loan did not have a lien Lien senior to the related Mortgage Loan on the related Mortgaged Property as of the related Cut-Off Date, then the Servicer, in such capacity, may not consent to the placing of a lien Lien senior to that of the Mortgage on the related Mortgaged Property. If the Mortgage relating to a Mortgage Loan had a lien Lien senior to the related Mortgage Loan on the related Mortgaged Property as of the related Cut-Off Date, then the Servicer, in such capacity, may consent to the refinancing of such prior senior lienLien; PROVIDED provided, that (i) the resulting Combined Loan-to-Value Ratio CLTV of such Mortgage Loan is no higher than the Combined Loan-to-Value Ratio greater of the CLTV prior to such refinancing or 70% CLTV (or 80% CLTV for those borrowers with a FICO "credit score" of 720 or greater) and (ii) the interest rate for the loan evidencing the refinanced senior lien on the date of such refinancing Lien is no higher than the interest rate on the loan evidencing the existing senior lien Lien immediately prior to the date of such refinancingrefinancing (meaning, in the case of an adjustable rate loan, a substantially similar index and a gross margin no higher than that of the existing senior Lien); provided, however, that if the loan evidencing the existing senior Lien prior to the date of refinancing is an adjustable rate loan and the loan evidencing the refinanced senior Lien is a fixed rate loan, then the interest rate on the loan evidencing the refinanced senior Lien may be up to 2.0% higher than the then-current mortgage rate of the loan evidencing the existing senior Lien and (iii) the loan evidencing the refinanced senior Lien is not subject to negative amortization. In connection with servicing the Mortgage Loans, the Servicer may take reasonable actions to encourage or effect the termination of Loan Agreements that have become dormant. The relationship of the Servicer (and of any successor to the Servicer as servicer under this Servicing Agreement) to the Company Issuer under this Servicing Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent.

The Servicer. (a) The Servicer shall service and administer the Mortgage Loans in a manner generally consistent with the same manner as would prudent institutional mortgage lenders servicing comparable mortgage loans for their own account in terms of the jurisdictions where the related Mortgaged Properties are located Program Guide and in a manner consistent with the terms of this Servicing Agreement and which that shall be normal and usual in its general mortgage servicing activities and consistent with the manner in which it services all other Mortgage Loans in its servicing portfolio with characteristics similar to those of the Mortgage Loans. The Servicer shall have full power and authority, acting alone or through a subservicerSubservicer, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable, it being understood, however, that the Servicer shall at all times remain responsible to the Company, Issuer and the Indenture Trustee, as pledgee of the CollateralMortgage Loans, and the Securityholders for the performance of its duties and obligations hereunder in accordance with the terms hereof and the servicing standard set forth aboveProgram Guide. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered by the Company Issuer and the Indenture Trustee, as pledgee of the CollateralMortgage Loans, to execute and deliver, on behalf of itself, the CompanyIssuer, the Securityholders and the Indenture Trustee or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments with respect to the Mortgage Loans and with respect to the Mortgaged Properties. The CompanyIssuer, the Indenture Trustee and the Custodian, as applicable, shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. In addition, the Servicer may, at its own discretion and on behalf of the Indenture Trustee, obtain credit information in the form of a "credit score" from a credit repository. On the Closing Date, the Company Indenture Trustee shall deliver to the Servicer a limited power of attorney substantially in the form of Exhibit B hereto. If The Servicer is further authorized and empowered by the Issuer and the Indenture Trustee, on behalf of the Noteholders and the Indenture Trustee, in its own name or in the name of the Subservicer, when the Servicer or the Subservicer, as the case may be, believes it appropriate in its best judgment to register any Mortgage Loan on the MERS(R) System, or cause the removal from the registration of any Mortgage Loan on the MERS(R) System, to execute and deliver, on behalf of the Indenture Trustee and the Noteholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Indenture Trustee and its successors and assigns. The Indenture Trustee shall have no ongoing responsibility to check the status of the Mortgage relating Loans on the MERS(R) System. Any expenses incurred in connection with the actions described in the preceding sentence shall be borne by the Servicer, with no right of reimbursement. Notwithstanding the foregoing, subject to Section 3.02(a), the Servicer shall not permit any modification with respect to any Mortgage Loan that would both constitute a sale or exchange of such Mortgage Loan within the meaning of Section 1001 of the Code and any proposed, temporary or final regulations promulgated thereunder and cause any REMIC to fail to qualify as a REMIC under the Code or, except as provided in Section 11.01(f) of the Indenture, cause the imposition of a tax upon any of the REMICs (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code). Subject to Section 3.15(b), if the Mortgage Loan did not have a lien Lien senior to the related Mortgage Loan on the related Mortgaged Property as of the related Cut-Off Date, then the Servicer, in such capacity, may not consent to the placing of a lien Lien senior to that of the Mortgage on the related Mortgaged Property. If Subject to Section 3.15(b), if the Mortgage relating to a Mortgage Loan had a lien Lien senior to the related Mortgage Loan on the related Mortgaged Property as of the related Cut-Off Date, then the Servicer, in such capacity, may not consent to the refinancing of such prior senior lien; PROVIDED that Lien, unless (i) the resulting Combined Loan-to-Value Ratio CLTV of such Mortgage Loan is no higher than the Combined Loan-to-Value Ratio greater of the CLTV prior to such refinancing or a 70% CLTV (or a 80% CLTV for those borrowers with a FICO "credit score" of 720 or greater) and (ii) the interest rate for the loan evidencing the refinanced senior lien on the date of such refinancing Lien is no higher than the interest rate on the loan evidencing the existing senior lien Lien immediately prior to the date of such refinancingrefinancing (meaning, in the case of an adjustable rate loan, a substantially similar index and a gross margin no higher than that of the existing senior Lien); provided, however, that if the loan evidencing the existing senior Lien prior to the date of refinancing is an adjustable rate loan and the loan evidencing the refinanced senior Lien is a fixed rate loan, then the interest rate on the loan evidencing the refinanced senior Lien may be up to 2.0% higher than the then-current mortgage rate of the loan evidencing the existing senior Lien and (iii) the loan evidencing the refinanced senior Lien is not subject to negative amortization. In connection with servicing the Mortgage Loans, the Servicer may take reasonable actions to encourage or effect the termination of Mortgage Notes that have become dormant. The relationship of the Servicer (and of any successor to the Servicer as servicer under this Servicing Agreement) to the Company Issuer under this Servicing Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent.

The Servicer. (a) The Servicer is hereby authorized to act as agent for the Trust and in such capacity shall manage, service, administer and make collections on the Mortgage Loans and perform the other actions under this Agreement. The Servicer shall service and administer the Mortgage Loans in the same manner as would prudent institutional mortgage lenders servicing comparable mortgage loans for their own account in the jurisdictions where the related Mortgaged Properties are located and in a manner consistent with the terms of this Servicing Agreement and which shall be normal and usual in its with general mortgage servicing activities industry practice and shall have full power and authority, acting alone or through a subservicer, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable, it being understood, however, that the Servicer shall at all times remain responsible to the Company, the Indenture Trustee, as pledgee of the CollateralNoteholders, the Residual Certificateholders and the Securityholders Insurer for the performance of its duties and obligations hereunder in accordance with the terms hereof and hereof. Any amounts received by any subservicer in respect of a Mortgage Loan shall be deemed to have been received by the servicing standard set forth aboveServicer whether or not actually received by it. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered by the Company and the Indenture Trustee, as pledgee of the CollateralTrust, to execute and deliver, on behalf of itself, the Company, the Securityholders and the Indenture Trustee or any of themTrust, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments instruments, with respect to the Mortgage Loans and with respect to the Mortgaged PropertiesProperties and to make deposits to and withdrawals from the Collection Account. The Company, the Indenture Trustee and the CustodianOwner Trustee shall, as applicableupon the written request of a Servicing Officer, shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. On the Closing Date, the Company shall deliver to the The Servicer a power of attorney substantially in the form of Exhibit B hereto. If the Mortgage relating to a Mortgage Loan did not have a lien senior on the related Mortgaged Property as of the Cut-Off Date, then the Servicer, in such capacity, capacity may not also consent to the placing of a lien senior to that of the any Mortgage on the related Mortgaged Property. If the Mortgage relating to a Mortgage Loan had a lien senior to the Mortgage Loan on the related Mortgaged Property as of the Cut-Off Date, then the Servicer, in such capacity, may consent to the refinancing of such senior lien; PROVIDED that (i) the resulting Combined Loan-to-Value Ratio of such Mortgage Loan is no higher than the Combined Loan-to-Value Ratio prior to such refinancing and (ii) the interest rate for the loan evidencing the refinanced senior lien on the date of such refinancing is no higher than the interest rate on the loan evidencing the existing senior lien immediately prior to the date of such refinancing. The relationship of the Servicer (and of any successor to the Servicer as servicer under this Servicing Agreement) to the Company under this Servicing Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent.provided that

The Servicer. (a) The Servicer shall, or shall cause the Subservicers to, service and administer the Mortgage Home Equity Loans in the same manner as would prudent institutional mortgage lenders servicing comparable mortgage loans for their own account in the jurisdictions where the related Mortgaged Properties are located and in a manner consistent with the terms of this Servicing Agreement and which shall be normal and usual in its with general mortgage servicing activities industry practice and shall have full power and authority, acting alone or through a subservicerthe Subservicers, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable, it being understood, however, that the Servicer shall at all times remain responsible to the Company, the Indenture Trustee, as pledgee of the Collateral, Trustee and the Securityholders Certificateholders for the performance of its duties and obligations hereunder in accordance with the terms hereof hereof. Any amounts received by the related Subservicer in respect of a Home Equity Loan shall be deemed to have been received by the Servicer whether or not actually received by it. The Servicer shall represent and protect the servicing standard set forth aboveinterests of the Trust Fund in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan, and shall not make or permit any modification, waiver or amendment of any Mortgage Loan which would cause any REMIC created under this Agreement to fail to qualify as a REMIC or result in the imposition of any tax under section 860F(a) or section 860G(d) of the Code. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered by the Company and Trustee on behalf of the Indenture TrusteeTrust, (i) in its own name or in the name of any Subservicer, when the Servicer or the Subservicer, as pledgee the case may be, believes it appropriate in its best judgment to register any Home Equity Loan on the MERS® System, or cause the removal from the registration of any Home Equity Loan on the MERS® System, to execute and deliver, on behalf of the CollateralTrust, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Trust and its successors and assigns, and (ii) to execute and deliver, on behalf of itself, the Company, the Securityholders Certificateholders and the Indenture Trustee Trust or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments instruments, with respect to the Mortgage Home Equity Loans and with respect to the Mortgaged Properties. The CompanyUpon the written request of the Servicer, the Indenture Trustee Depositor and the Custodian, as applicable, Trustee shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. On the Closing Date, the Company shall deliver to the The Servicer a power of attorney substantially in the form of Exhibit B hereto. If the Mortgage relating to a Mortgage Loan did not have a lien senior on the related Mortgaged Property as of the Cut-Off Date, then the Servicer, in such capacity, capacity may not also consent to the placing of a proposed lien senior to that of the Mortgage on the related Mortgaged Property. If the Mortgage relating to , provided that such proposed lien is not secured by a Mortgage Loan had a lien senior to the Mortgage Loan on the related Mortgaged Property as of the Cut-Off Date, then the Servicer, in such capacity, may consent to the refinancing of such senior lien; PROVIDED that (i) the resulting Combined Loan-to-Value Ratio of such Mortgage Loan is no higher than the Combined Loan-to-Value Ratio prior to such refinancing and (ii) the interest rate note providing for the loan evidencing the refinanced senior lien on the date of such refinancing is no higher than the interest rate on the loan evidencing the existing senior lien immediately prior to the date of such refinancing. The relationship of the Servicer (and of any successor to the Servicer as servicer under this Servicing Agreement) to the Company under this Servicing Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent.negative amortization and:

The Servicer. (a) The Servicer shall service and administer the Mortgage Home Loans in a manner generally consistent with the same manner as would prudent institutional mortgage lenders servicing comparable mortgage loans for their own account in terms of the jurisdictions where the related Mortgaged Properties are located Program Guide and in a manner consistent with the terms of this Servicing Agreement and which that shall be normal and usual in its general mortgage servicing activities and activities, including but not limited to reporting of its borrower credit files to credit repositories in a timely manner. The Servicer shall have full power and authority, acting alone or through a subservicerSubservicer, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable, it being understood, however, that the Servicer shall at all times remain responsible to the Company, Issuer and the Indenture Trustee, as pledgee of the CollateralHome Loans, and the Securityholders for the performance of its duties and obligations hereunder in accordance with the terms hereof and the servicing standard set forth aboveProgram Guide. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered by the Company Issuer and the Indenture Trustee, as pledgee of the CollateralHome Loans, to execute and deliver, on behalf of itself, the CompanyIssuer, the Securityholders and the Indenture Trustee or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments with respect to the Mortgage Home Loans and with respect to the Mortgaged Properties. The CompanyIssuer, the Indenture Trustee and the Custodian, as applicable, shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. In addition, the Servicer may, at its own discretion and on behalf of the Indenture Trustee, obtain credit information in the form of a "credit score" from a credit repository. On the Closing Date, the Company Indenture Trustee shall deliver to the Servicer a limited power of attorney substantially in the form of Exhibit B hereto. The Servicer is further authorized and empowered by the Issuer and the Indenture Trustee, on behalf of the Noteholders and the Indenture Trustee, in its own name or in the name of the Subservicer, when the Servicer or the Subservicer, as the case may be, believes it appropriate in its best judgment to register any Home Loan on the MERS(R) System, or cause the removal from the registration of any Home Loan on the MERS(R) System, to execute and deliver, on behalf of the Indenture Trustee and the Noteholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Indenture Trustee and its successors and assigns. Any expenses incurred in connection with the actions described in the preceding sentence shall be borne by the Servicer, with no right of reimbursement. If the Mortgage relating to a Mortgage Loan did not have a lien Lien senior to the related Home Loan on the related Mortgaged Property as of the related Cut-Off Date, then the Servicer, in such capacity, may not consent to the placing of a lien Lien senior to that of the Mortgage on the related Mortgaged Property. If the Mortgage relating to a Mortgage Loan had a lien Lien senior to the Mortgage related Home Loan on the related Mortgaged Property as of the related Cut-Off Date, then the Servicer, in such capacity, may consent to the refinancing of such prior senior lien; PROVIDED Lien, provided that (i) the resulting Combined Loan-to-Value Ratio of such Mortgage Loan is no higher than the Combined Loan-to-Value Ratio prior to such refinancing and (ii) the interest rate for the loan evidencing the refinanced senior lien on the date of such refinancing is no higher than the interest rate on the loan evidencing the existing senior lien immediately prior to the date of such refinancing. The relationship of the Servicer (and of any successor to the Servicer as servicer under this Servicing Agreement) to the Company under this Servicing Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent.following requirements are met:

The Servicer. (a) The Servicer shall service and administer the Mortgage Loans in a manner generally consistent with the same manner as would prudent institutional mortgage lenders servicing comparable mortgage loans for their own account in terms of the jurisdictions where the related Mortgaged Properties are located Program Guide and in a manner consistent with the terms of this Servicing Agreement and which that shall be normal and usual in its general mortgage servicing activities and consistent with the manner in which it services all other Mortgage Loans in its servicing portfolio with characteristics similar to those of the Mortgage Loans. The Servicer shall have full power and authority, acting alone or through a subservicerSubservicer, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable, it being understood, however, that the Servicer shall at all times remain responsible to the Company, Issuer and the Indenture Trustee, as pledgee of the CollateralMortgage Loans, and the Securityholders for the performance of its duties and obligations hereunder in accordance with the terms hereof and the servicing standard set forth aboveProgram Guide. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered by the Company Issuer and the Indenture Trustee, as pledgee of the CollateralMortgage Loans, to execute and deliver, on behalf of itself, the CompanyIssuer, the Securityholders and the Indenture Trustee or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments with respect to the Mortgage Loans and with respect to the Mortgaged Properties. The CompanyIssuer, the Indenture Trustee and the Custodian, as applicable, shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. In addition, the Servicer may, at its own discretion and on behalf of the Indenture Trustee, obtain credit information in the form of a "credit score" from a credit repository. On the Closing Date, the Company Indenture Trustee shall deliver to the Servicer a limited power of attorney substantially in the form of Exhibit B hereto. If The Servicer is further authorized and empowered by the Issuer and the Indenture Trustee, on behalf of the Noteholders and the Indenture Trustee, in its own name or in the name of the Subservicer, when the Servicer or the Subservicer, as the case may be, believes it appropriate in its best judgment to register any Mortgage Loan on the MERS® System, or cause the removal from the registration of any Mortgage Loan on the MERS® System, to execute and deliver, on behalf of the Indenture Trustee and the Noteholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Indenture Trustee and its successors and assigns. The Indenture Trustee shall have no ongoing responsibility to check the status of the Mortgage relating Loans on the MERS® System. Any expenses incurred in connection with the actions described in the preceding sentence shall be borne by the Servicer, with no right of reimbursement. Notwithstanding the foregoing, subject to Section 3.02(a), the Servicer shall not permit any modification with respect to any Mortgage Loan that would both constitute a sale or exchange of such Mortgage Loan within the meaning of Section 1001 of the Code and any proposed, temporary or final regulations promulgated thereunder and cause any REMIC to fail to qualify as a REMIC under the Code or, except as provided in Section 11.01(f) of the Indenture, cause the imposition of a tax upon any of the REMICs (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code). Subject to Section 3.15, if the Mortgage Loan did not have a lien Lien senior to the related Mortgage Loan on the related Mortgaged Property as of the related Cut-Off Date, then the Servicer, in such capacity, may not consent to the placing of a lien Lien senior to that of the Mortgage on the related Mortgaged Property. If Subject to Section 3.15, if the Mortgage relating to a Mortgage Loan had a lien Lien senior to the related Mortgage Loan on the related Mortgaged Property as of the related Cut-Off Date, then the Servicer, in such capacity, may not consent to the refinancing of such prior senior lienLien; PROVIDED that unless (i) the resulting Combined Loan-to-Value Ratio CLTV of such Mortgage Loan is no higher than the Combined Loan-to-Value Ratio greater of the CLTV prior to such refinancing or a 70% CLTV (or a 80% CLTV for those borrowers with a FICO "credit score" of 720 or greater) and (ii) the interest rate for the loan evidencing the refinanced senior lien on the date of such refinancing Lien is no higher than the interest rate on the loan evidencing the existing senior lien Lien immediately prior to the date of such refinancingrefinancing (meaning, in the case of an adjustable rate loan, a substantially similar index and a gross margin no higher than that of the existing senior Lien); provided, however, that if the loan evidencing the existing senior Lien prior to the date of refinancing is an adjustable rate loan and the loan evidencing the refinanced senior Lien is a fixed rate loan, then the interest rate on the loan evidencing the refinanced senior Lien may be up to 2.0% higher than the then-current mortgage rate of the loan evidencing the existing senior Lien and (iii) the loan evidencing the refinanced senior Lien is not subject to negative amortization. In connection with servicing the Mortgage Loans, the Servicer may take reasonable actions to encourage or effect the termination of Mortgage Notes that have become dormant. The relationship of the Servicer (and of any successor to the Servicer as servicer under this Servicing Agreement) to the Company Issuer under this Servicing Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent.

The Servicer. (a) The Servicer shall service and administer the Mortgage Home Loans in a manner generally consistent with the same manner as would prudent institutional mortgage lenders servicing comparable mortgage loans for their own account in terms of the jurisdictions where the related Mortgaged Properties are located Program Guide and in a manner consistent with the terms of this Servicing Agreement and which that shall be normal and usual in its general mortgage servicing activities and activities. The Servicer shall have full power and authority, acting alone or through a subservicerSubservicer, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable, it being understood, however, that the Servicer shall at all times remain responsible to the Company, Issuer and the Indenture Trustee, as pledgee of the CollateralHome Loans, and the Securityholders for the performance of its duties and obligations hereunder in accordance with the terms hereof and the servicing standard set forth aboveProgram Guide. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered by the Company Issuer and the Indenture Trustee, as pledgee of the CollateralHome Loans, to execute and deliver, on behalf of itself, the CompanyIssuer, the Securityholders and the Indenture Trustee or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments with respect to the Mortgage Home Loans and with respect to the Mortgaged Properties. The CompanyIssuer, the Indenture Trustee and the Custodian, as applicable, shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. In addition, the Servicer may, at its own discretion and on behalf of the Indenture Trustee, obtain credit information in the form of a "credit score" from a credit repository. On the Closing Date, the Company Indenture Trustee shall deliver to the Servicer a limited power of attorney substantially in the form of Exhibit B hereto. The Servicer is further authorized and empowered by the Issuer and the Indenture Trustee, on behalf of the Noteholders and the Indenture Trustee, in its own name or in the name of the Subservicer, when the Servicer or the Subservicer, as the case may be, believes it appropriate in its best judgment to register any Home Loan on the MERS(R) System, or cause the removal from the registration of any Home Loan on the MERS(R) System, to execute and deliver, on behalf of the Indenture Trustee and the Noteholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Indenture Trustee and its successors and assigns. Any expenses incurred in connection with the actions described in the preceding sentence shall be borne by the Servicer, with no right of reimbursement. If the Mortgage relating to a Mortgage Loan did not have a lien Lien senior to the related Home Loan on the related Mortgaged Property as of the related Cut-Off Date, then the Servicer, in such capacity, may not consent to the placing of a lien Lien senior to that of the Mortgage on the related Mortgaged Property. If the Mortgage relating to a Mortgage Loan had a lien Lien senior to the Mortgage related Home Loan on the related Mortgaged Property as of the related Cut-Off Date, then the Servicer, in such capacity, may consent to the refinancing of such prior senior lien; PROVIDED Lien, provided that (i) the resulting Combined Loan-to-Value Ratio of such Mortgage Loan is no higher than the Combined Loan-to-Value Ratio prior to such refinancing and (ii) the interest rate for the loan evidencing the refinanced senior lien on the date of such refinancing is no higher than the interest rate on the loan evidencing the existing senior lien immediately prior to the date of such refinancing. The relationship of the Servicer (and of any successor to the Servicer as servicer under this Servicing Agreement) to the Company under this Servicing Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent.following requirements are met:

The Servicer. (a) The Servicer is hereby authorized to act as agent for the Trust and in such capacity shall manage, service, administer and make collections on the Mortgage Loans and perform the other actions under this Agreement. The Servicer shall service and administer the Mortgage Loans in the same manner as would prudent institutional mortgage lenders servicing comparable mortgage loans for their own account in the jurisdictions where the related Mortgaged Properties are located and in a manner consistent with the terms of this Servicing Agreement and which shall be normal and usual in its with general mortgage servicing activities industry practice and shall have full power and authority, acting alone or through a subservicer, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable, it being understood, however, that the Servicer shall at all times remain responsible to the CompanyTrustee, the Indenture TrusteeSecurityholders, as pledgee of the CollateralResidual Certificateholders, the Insurer and the Securityholders Xxxxxxx Mac for the performance of its duties and obligations hereunder in accordance with the terms hereof and hereof. Any amounts received by any subservicer in respect of a Mortgage Loan shall be deemed to have been received by the servicing standard set forth aboveServicer whether or not actually received by it. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered by the Company and the Indenture Trustee, as pledgee of the CollateralTrust, to execute and deliver, on behalf of itself, the Company, the Securityholders and the Indenture Trustee or any of themTrust, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments instruments, with respect to the Mortgage Loans and with respect to the Mortgaged PropertiesProperties and to make deposits to and withdrawals from the Collection Account. The Company, the Indenture Trustee and the CustodianOwner Trustee shall, as applicableupon the written request of a Servicing Officer, shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. On the Closing Date, the Company shall deliver to the The Servicer a power of attorney substantially in the form of Exhibit B hereto. If the Mortgage relating to a Mortgage Loan did not have a lien senior on the related Mortgaged Property as of the Cut-Off Date, then the Servicer, in such capacity, capacity may not also consent to the placing of a lien senior to that of the any Mortgage on the related Mortgaged Property. If the Mortgage relating to a Mortgage Loan had a lien senior to the Mortgage Loan on the related Mortgaged Property as of the Cut-Off Date, then the Servicer, in such capacity, may consent to the refinancing of such senior lien; PROVIDED that (i) the resulting Combined Loan-to-Value Ratio of such Mortgage Loan is no higher than the Combined Loan-to-Value Ratio prior to such refinancing and (ii) the interest rate for the loan evidencing the refinanced senior lien on the date of such refinancing is no higher than the interest rate on the loan evidencing the existing senior lien immediately prior to the date of such refinancing. The relationship of the Servicer (and of any successor to the Servicer as servicer under this Servicing Agreement) to the Company under this Servicing Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent.provided that

The Servicer. (a) The Servicer is hereby authorized to act as agent for the Trust and in such capacity shall manage, service, administer and make collections on the Mortgage Loans and perform the other actions under this Agreement. The Servicer shall service and administer the Mortgage Loans in the same manner as would prudent institutional mortgage lenders servicing comparable mortgage loans for their own account in the jurisdictions where the related Mortgaged Properties are located and in a manner consistent with the terms of this Servicing Agreement and which shall be normal and usual in its with general mortgage servicing activities industry practice and shall have full power and authority, acting alone or through a subservicer, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable, it being understood, however, that the Servicer shall at all times remain responsible to the Company, the Indenture Trustee, as pledgee of the Collateral, Securityholders and the Securityholders Insurer for the performance of its duties and obligations hereunder in accordance with the terms hereof and hereof. Any amounts received by any subservicer in respect of a Mortgage Loan shall be deemed to have been received by the servicing standard set forth aboveServicer whether or not actually received by it. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered by the Company and the Indenture Trustee, as pledgee of the CollateralTrust, to execute and deliver, on behalf of itself, the Company, the Securityholders and the Indenture Trustee or any of themTrust, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments instruments, with respect to the Mortgage Loans and with respect to the Mortgaged PropertiesProperties and to make deposits to and withdrawals from the Collection Account. The Company, the Indenture Trustee and the CustodianOwner Trustee shall, as applicableupon the written request of a Servicing Officer, shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. On the Closing Date, the Company shall deliver to the The Servicer a power of attorney substantially in the form of Exhibit B hereto. If the Mortgage relating to a Mortgage Loan did not have a lien senior on the related Mortgaged Property as of the Cut-Off Date, then the Servicer, in such capacity, capacity may not also consent to the placing of a lien senior to that of the any Mortgage on the related Mortgaged Property. If the Mortgage relating to a Mortgage Loan had a lien senior to the Mortgage Loan on the related Mortgaged Property as of the Cut-Off Date, then the Servicer, in such capacity, may consent to the refinancing of such senior lien; PROVIDED that (i) the resulting Combined Loan-to-Value Ratio of such Mortgage Loan is no higher than the Combined Loan-to-Value Ratio prior to such refinancing and (ii) the interest rate for the loan evidencing the refinanced senior lien on the date of such refinancing is no higher than the interest rate on the loan evidencing the existing senior lien immediately prior to the date of such refinancing. The relationship of the Servicer (and of any successor to the Servicer as servicer under this Servicing Agreement) to the Company under this Servicing Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent.provided that

The Servicer. (a) The Servicer shall service and administer the Mortgage Loans in a manner generally consistent with the same manner as would prudent institutional mortgage lenders servicing comparable mortgage loans for their own account in terms of the jurisdictions where the related Mortgaged Properties are located Program Guide and in a manner consistent with the terms of this Servicing Agreement and which that shall be normal and usual in its general mortgage servicing activities and consistent with the manner in which it services all other Mortgage Loans in its servicing portfolio with characteristics similar to those of the Mortgage Loans. The Servicer shall have full power and authority, acting alone or through a subservicerSubservicer, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable, it being understood, however, that the Servicer shall at all times remain responsible to the Company, Issuer and the Indenture Trustee, as pledgee of the CollateralMortgage Loans, and the Securityholders for the performance of its duties and obligations hereunder in accordance with the terms hereof and the servicing standard set forth aboveProgram Guide. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered by the Company Issuer and the Indenture Trustee, as pledgee of the CollateralMortgage Loans, to execute and deliver, on behalf of itself, the CompanyIssuer, the Securityholders and the Indenture Trustee or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments with respect to the Mortgage Loans and with respect to the Mortgaged Properties. The CompanyIssuer, the Indenture Trustee and the Custodian, as applicable, shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. In addition, the Servicer may, at its own discretion and on behalf of the Indenture Trustee, obtain credit information in the form of a "credit score" from a credit repository. On the Closing Date, the Company Indenture Trustee shall deliver to the Servicer a limited power of attorney substantially in the form of Exhibit B hereto. The Servicer is further authorized and empowered by the Issuer and the Indenture Trustee, on behalf of the Noteholders and the Indenture Trustee, in its own name or in the name of the Subservicer, when the Servicer or the Subservicer, as the case may be, believes it appropriate in its best judgment to register any Mortgage Loan on the MERS(R) System, or cause the removal from the registration of any Mortgage Loan on the MERS(R) System, to execute and deliver, on behalf of the Indenture Trustee and the Noteholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Indenture Trustee and its successors and assigns. Any expenses incurred in connection with the actions described in the preceding sentence shall be borne by the Servicer, with no right of reimbursement. If the Mortgage relating to a Mortgage Loan did not have a lien Lien senior to the related Mortgage Loan on the related Mortgaged Property as of the related Cut-Off Date, then the Servicer, in such capacity, may not consent to the placing of a lien Lien senior to that of the Mortgage on the related Mortgaged Property. If the Mortgage relating to a Mortgage Loan had a lien Lien senior to the related Mortgage Loan on the related Mortgaged Property as of the related Cut-Off Date, then the Servicer, in such capacity, may consent to the refinancing of such prior senior lienLien; PROVIDED provided, that (i) the resulting Combined Loan-to-Value Ratio CLTV of such Mortgage Loan is no higher than the Combined Loan-to-Value Ratio greater of the CLTV prior to such refinancing or a 70% CLTV (or a 80% CLTV for those borrowers with a FICO "credit score" of 720 or greater) and (ii) the interest rate for the loan evidencing the refinanced senior lien on the date of such refinancing Lien is no higher than the interest rate on the loan evidencing the existing senior lien Lien immediately prior to the date of such refinancingrefinancing (meaning, in the case of an adjustable rate loan, a substantially similar index and a gross margin no higher than that of the existing senior Lien); provided, however, that if the loan evidencing the existing senior Lien prior to the date of refinancing is an adjustable rate loan and the loan evidencing the refinanced senior Lien is a fixed rate loan, then the interest rate on the loan evidencing the refinanced senior Lien may be up to 2.0% higher than the then-current mortgage rate of the loan evidencing the existing senior Lien and (iii) the loan evidencing the refinanced senior Lien is not subject to negative amortization. In connection with servicing the Mortgage Loans, the Servicer may take reasonable actions to encourage or effect the termination of Loan Agreements that have become dormant. The relationship of the Servicer (and of any successor to the Servicer as servicer under this Servicing Agreement) to the Company Issuer under this Servicing Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent.

The Servicer. (a) The Servicer shall service and administer the Mortgage Loans in the same manner as would prudent institutional mortgage lenders servicing comparable mortgage loans for their own account in the jurisdictions where the related Mortgaged Properties are located and in a manner consistent accordance with the terms of this Accepted Servicing Agreement and which shall be normal and usual in its general mortgage servicing activities Practices and shall have full power and authority, acting alone or through a subservicer, authority to do any and all things not inconsistent therewith in connection with such servicing and administration which it may deem necessary or desirable, it being understood, however, that desirable subject to the limitations set forth in this Agreement. The Indenture Trustee shall furnish the Servicer shall at all times remain responsible with any powers of attorney and other documents necessary or appropriate to enable the Company, the Indenture Trustee, as pledgee of the Collateral, Servicer to carry out its servicing and the Securityholders for the performance of its administrative duties and obligations hereunder in accordance with the terms hereof and the servicing standard set forth abovehereunder. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered by the Company and the Indenture Trustee, as pledgee of the Collateral, to execute and deliver, on behalf of itself, the Company, the Securityholders Noteholders and the Indenture Trustee or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments instruments, and to effect such modifications, waivers, indulgences and other like matters as are in its judgment necessary or desirable, with respect to the Mortgage Loans and the Mortgaged Properties and the servicing and administration thereof. The Servicer shall notify the Indenture Trustee of any such waiver, release, discharge, modification, indulgence or other such matter by delivering to the Indenture Trustee an Officer's Certificate certifying that such agreement is in compliance with this Section 5.01 together with the original copy of any written agreement or other document executed in connection therewith, all of which written agreements or documents shall, for all purposes, be considered a part of the related Indenture Trustee's Mortgage File to the same extent as all other documents and instruments constituting a part thereof. Notwithstanding anything in this Agreement to the contrary, the Servicer shall not permit any modification with respect to the Mortgaged Properties. The Company, the Indenture Trustee and the Custodian, as applicable, shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. On the Closing Date, the Company shall deliver to the Servicer a power of attorney substantially in the form of Exhibit B hereto. If the Mortgage relating to a Mortgage Loan did not have a lien senior on the related Mortgaged Property as of the Cut-Off Date, then the Servicer, in such capacity, may not consent to the placing of a lien senior to that of the Mortgage on the related Mortgaged Property. If the Mortgage relating to a Mortgage Loan had a lien senior to the Mortgage Loan on the related Mortgaged Property as of the Cut-Off Date, then the Servicer, in such capacity, may consent to the refinancing of such senior lien; PROVIDED that unless (i) the resulting Combined Loan-to-Value Ratio modifications do not decrease the Mortgage Interest Rate, reduce or increase the principal balance, decrease the lien priority, increase the current LTV above the lesser of the current LTV or the original LTV, or change the final maturity date on or of such Mortgage Loan is no higher than the Combined Loan-to-Value Ratio prior to such refinancing and (ii) the interest rate for Note Insurer consents to such modifications in writing; provided, however, that the loan evidencing Servicer shall be permitted to extend the refinanced senior lien final maturity date on a Mortgage Loan by 180 days or less without the date of such refinancing is no higher than the interest rate on the loan evidencing the existing senior lien immediately prior to the date of such refinancing. The relationship consent of the Servicer (and of any successor to the Servicer as servicer under this Servicing Agreement) to the Company under this Servicing Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agentNote Insurer.

The Servicer. (a) The Servicer shall, or shall cause the Subservicers to, service and administer the Mortgage Home Equity Loans in the same manner as would prudent institutional mortgage lenders servicing comparable mortgage loans for their own account in the jurisdictions where the related Mortgaged Properties are located and in a manner consistent with the terms of this Servicing Agreement and which the Settlement Agreement (to the extent that no term or provision of the Settlement Agreement (excluding those terms identified in the Specified Filing) shall be normal adversely affect in any material respect the interests of the Certificateholders) and usual in its with general mortgage servicing activities industry practice and shall have full power and authority, acting alone or through a subservicerthe Subservicers, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable, it being understood, however, that the Servicer shall at all times remain responsible to the Company, the Indenture Trustee, as pledgee of the Collateral, Trustee and the Securityholders Certificateholders for the performance of its duties and obligations hereunder in accordance with the terms hereof hereof. Any amounts received by the related Subservicer in respect of a Home Equity Loan shall be deemed to have been received by the Servicer whether or not actually received by it. The Servicer shall represent and protect the servicing standard set forth aboveinterests of the Trust Fund in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan, and shall not make or permit any modification, waiver or amendment of any Mortgage Loan which would cause any REMIC created under this Agreement to fail to qualify as a REMIC or result in the imposition of any tax under section 860F(a) or section 860G(d) of the Code. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered by the Company and Trustee on behalf of the Indenture TrusteeTrust, (i) in its own name or in the name of any Subservicer, when the Servicer or the Subservicer, as pledgee the case may be, believes it appropriate in its best judgment to register any Home Equity Loan on the MERS® System, or cause the removal from the registration of any Home Equity Loan on the MERS® System, to execute and deliver, on behalf of the CollateralTrust, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Trust and its successors and assigns, and (ii) to execute and deliver, on behalf of itself, the Company, the Securityholders Certificateholders and the Indenture Trustee Trust or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments instruments, with respect to the Mortgage Home Equity Loans and with respect to the Mortgaged Properties. The CompanyUpon the written request of the Servicer, the Indenture Trustee Depositor and the Custodian, as applicable, Trustee shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. On the Closing Date, the Company shall deliver to the The Servicer a power of attorney substantially in the form of Exhibit B hereto. If the Mortgage relating to a Mortgage Loan did not have a lien senior on the related Mortgaged Property as of the Cut-Off Date, then the Servicer, in such capacity, capacity may not also consent to the placing of a proposed lien senior to that of the Mortgage on the related Mortgaged Property. If the Mortgage relating to , provided that such proposed lien is not secured by a Mortgage Loan had a lien senior to the Mortgage Loan on the related Mortgaged Property as of the Cut-Off Date, then the Servicer, in such capacity, may consent to the refinancing of such senior lien; PROVIDED that (i) the resulting Combined Loan-to-Value Ratio of such Mortgage Loan is no higher than the Combined Loan-to-Value Ratio prior to such refinancing and (ii) the interest rate note providing for the loan evidencing the refinanced senior lien on the date of such refinancing is no higher than the interest rate on the loan evidencing the existing senior lien immediately prior to the date of such refinancing. The relationship of the Servicer (and of any successor to the Servicer as servicer under this Servicing Agreement) to the Company under this Servicing Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent.negative amortization and:

The Servicer. (a) The Servicer shall service and administer the Mortgage Loans in the same manner as would prudent institutional mortgage lenders servicing comparable mortgage loans for their own account in the jurisdictions where the related Mortgaged Properties are located and in a manner consistent with the terms of this Servicing Agreement and which shall be normal and usual in its general mortgage servicing activities and shall have full power and authority, acting alone or through a subservicer, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable, it being understood, however, that the Servicer shall at all times remain responsible to the Company, the Indenture Trustee, as pledgee of the Mortgage Collateral, and the Securityholders for the performance of its duties and obligations hereunder in accordance with the terms hereof and the servicing standard set forth above. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered by the Company and the Indenture Trustee, as pledgee of the Mortgage Collateral, to execute and deliver, on behalf of itself, the Company, the Securityholders and the Indenture Trustee or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments with respect to the Mortgage Loans and with respect to the Mortgaged Properties. The Company, the Indenture Trustee and the Custodian, as applicable, shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. On the Closing Date, the Company shall deliver to the Servicer a power of attorney substantially in the form of Exhibit B hereto. If the Mortgage relating to a Mortgage Loan did not have a lien senior on the related Mortgaged Property as of the Cut-Off Date, then the Servicer, in such capacity, may not consent to the placing of a lien senior to that of the Mortgage on the related Mortgaged Property. If the Mortgage relating to a Mortgage Loan had a lien senior to the Mortgage Loan on the related Mortgaged Mort gaged Property as of the Cut-Off Date, then the Servicer, in such capacity, may consent to the refinancing of such senior lien; PROVIDED provided that (i) the resulting Combined Loan-to-Value Ratio of such Mortgage Loan is no higher than the Combined Loan-to-Value Ratio prior to such refinancing and (ii) the interest rate for the loan evidencing the refinanced senior lien on the date of such refinancing is no higher than the interest rate on the loan evidencing the existing senior lien immediately prior to the date of such refinancing. The relationship of the Servicer (and of any successor to the Servicer as servicer under this Servicing Agreement) to the Company under this Servicing Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent.

The Servicer. (a) The Servicer shall service and administer the Mortgage Loans in a manner generally consistent with the same manner as would prudent institutional mortgage lenders servicing comparable mortgage loans for their own account in terms of the jurisdictions where the related Mortgaged Properties are located Program Guide and in a manner consistent with the terms of this Servicing Agreement and which that shall be normal and usual in its general mortgage servicing activities and consistent with the manner in which it services all other Mortgage Loans in its servicing portfolio with characteristics similar to those of the Mortgage Loans. The Servicer shall have full power and authority, acting alone or through a subservicerSubservicer, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable, it being understood, however, that the Servicer shall at all times remain responsible to the Company, Issuer and the Indenture Trustee, as pledgee of the CollateralMortgage Loans, and the Securityholders for the performance of its duties and obligations hereunder in accordance with the terms hereof and the servicing standard set forth aboveProgram Guide. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered by the Company Issuer and the Indenture Trustee, as pledgee of the CollateralMortgage Loans, to execute and deliver, on behalf of itself, the CompanyIssuer, the Securityholders and the Indenture Trustee or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments with respect to the Mortgage Loans and with respect to the Mortgaged Properties. The CompanyIssuer, the Indenture Trustee and the Custodian, as applicable, shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. In addition, the Servicer may, at its own discretion and on behalf of the Indenture Trustee, obtain credit information in the form of a "credit score" from a credit repository. On the Closing Date, the Company Indenture Trustee shall deliver to the Servicer a limited power of attorney substantially in the form of Exhibit B hereto. If The Servicer is further authorized and empowered by the Mortgage relating to a Mortgage Loan did not have a lien senior Issuer and the Indenture Trustee, on the related Mortgaged Property as behalf of the Cut-Off Date, then Noteholders and the ServicerIndenture Trustee, in such capacity, may not consent to its own name or in the placing of a lien senior to that name of the Mortgage on Subservicer, when the related Mortgaged Property. If Servicer or the Mortgage relating Subservicer, as the case may be, believes it appropriate in its best judgment to a Mortgage Loan had a lien senior to the register any Mortgage Loan on the related Mortgaged Property as MERS(R) System, or cause the removal from the registration of any Mortgage Loan on the MERS(R) System, to execute and deliver, on behalf of the CutIndenture Trustee and the Noteholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-Off Daterecording of a Mortgage in the name of MERS, then solely as nominee for the Indenture Trustee and its successors and assigns. The Indenture Trustee shall have no ongoing responsibility to check the status of the Mortgage Loans on the MERS(R) System. Any expenses incurred in connection with the actions described in the preceding sentence shall be borne by the Servicer, in such capacity, may consent to the refinancing with no right of such senior lien; PROVIDED that (i) the resulting Combined Loan-to-Value Ratio of such Mortgage Loan is no higher than the Combined Loan-to-Value Ratio prior to such refinancing and (ii) the interest rate for the loan evidencing the refinanced senior lien on the date of such refinancing is no higher than the interest rate on the loan evidencing the existing senior lien immediately prior to the date of such refinancing. The relationship of the Servicer (and of any successor to the Servicer as servicer under this Servicing Agreement) to the Company under this Servicing Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agentreimbursement.

The Servicer. (a) The Servicer is hereby authorized to act as agent for the Trust and in such capacity shall manage, service, administer and make collections on the Mortgage Loans and perform the other actions under this Agreement. The Servicer shall service and administer the Mortgage Loans in the same manner as would prudent institutional mortgage lenders servicing comparable mortgage loans for their own account in the jurisdictions where the related Mortgaged Properties are located and in a manner consistent with (i) the terms of this Servicing Agreement and which shall be normal and usual (ii) collection procedures it follows with respect to home equity loans in its general mortgage servicing activities portfolio comparable to the Mortgage Loans, and shall have full power and authority, acting alone or through a subservicer, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable, it being understood, however, that the Servicer shall at all times remain responsible to the CompanyTrust, the Indenture Trustee, as pledgee of the Collateral, Noteholders and the Securityholders for Residual Certificateholders the performance of its duties and obligations hereunder in accordance with the terms hereof hereof. The Servicer hereby confirms its obligation, as Servicer, to fund future advances to the Mortgagors pursuant to the Credit Line Agreements and, to the extent it has an interest therein, hereby sells, transfers, assigns, sets over and otherwise conveys to the Issuer the Additional Balances so created. It is the intention of the Servicer that the transfer of the Additional Balances to the Issuer shall constitute a sale, but in the event that the transfer is held not to be a sale, this Agreement shall constitute a grant of a security interest in the Additional Balances, and the servicing standard set forth aboveproceeds thereof, for the benefit of the Issuer. Any amounts received by any subservicer in respect of a Mortgage Loan shall be deemed to have been received by the Servicer whether or not actually received by it. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered by the Company and the Indenture Trustee, as pledgee of the CollateralTrust, to execute and deliver, on behalf of itself, the Company, the Securityholders and the Indenture Trustee or any of themTrust, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments instruments, with respect to the Mortgage Loans and with respect to the Mortgaged PropertiesProperties and to make deposits to and withdrawals from the Collection Account. The Company, the Indenture Trustee and the CustodianOwner Trustee shall, as applicableupon the written request of a Servicing Officer, shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunderhereunder and consistent with the Indenture Trustee’s internal policies. On the Closing Date, the Company The Indenture Trustee shall deliver to the Servicer a power of attorney substantially in the form of Exhibit B hereto. If the Mortgage relating to a Mortgage Loan did not have a lien senior on the related Mortgaged Property as of the Cut-Off Date, then be liable for the Servicer, ’s use or misuse of such powers of attorney. The Servicer in such capacity, capacity may not also consent to the placing of a lien senior to that of the any Mortgage on the related Mortgaged Property. If the Mortgage relating to a Mortgage Loan had a lien senior to the Mortgage Loan on the related Mortgaged Property as of the Cut-Off Date, then the Servicer, in such capacity, may consent to the refinancing of such senior lien; PROVIDED that (i) the resulting Combined Loan-to-Value Ratio of such Mortgage Loan is no higher than the Combined Loan-to-Value Ratio prior to such refinancing and (ii) the interest rate for the loan evidencing the refinanced senior lien on the date of such refinancing is no higher than the interest rate on the loan evidencing the existing senior lien immediately prior to the date of such refinancing. The relationship of the Servicer (and of any successor to the Servicer as servicer under this Servicing Agreement) to the Company under this Servicing Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent.provided that

The Servicer. (a) The Servicer shall service and administer the Mortgage Loans HELOCs in the same manner as would prudent institutional mortgage lenders servicing comparable mortgage loans for their own account in the jurisdictions where the related Mortgaged Properties are located and in a manner consistent accordance with the terms of this Servicing Agreement and which shall be normal with Accepted Servicing Practices. In connection with such servicing and usual in its general mortgage servicing activities and administration, the Servicer shall have full power and authority, acting alone or and/or through a subservicersubservicer as provided in Section 3.02, to do or cause to be done any and all things that it may deem necessary or desirable and consistent with the terms of this Agreement and customary servicing practices in connection with such servicing and administration which it may deem necessary administration, including but not limited to, the power and authority, subject to the terms hereof (i) to execute and deliver, on behalf of the Noteholders, Certificateholders, the Securities Administrator, the Master Servicer and the Indenture Trustee, customary consents or desirablewaivers and other instruments and documents, it being understood(ii) to consent to transfers of any related Mortgaged Property and assumptions of the Credit Line Agreements and related Mortgages (but only in the manner provided herein), however(iii) to collect any Insurance Proceeds and other Liquidation Proceeds or Subsequent Recoveries, and (iv) subject to Section 3.10, to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any HELOC; provided that the Servicer shall at all times remain responsible to take no action that is inconsistent with or prejudices the Companyinterests of the Trust Estate, the Indenture TrusteeNoteholders, as pledgee the Certificateholders or the Note Insurer or this Agreement in any HELOC or the rights and interests of the CollateralDepositor, and the Securityholders for Master Servicer, the performance of its duties and obligations hereunder in accordance with Securities Administrator or the terms hereof and the servicing standard set forth aboveIndenture Trustee under this Agreement. Without limiting the generality of the foregoing, the Servicer shall continueServicer, and in its own name or in the name of the Trust or the Indenture Trustee, is hereby authorized and empowered by the Company Trust, the Depositor, the Securities Administrator, the Master Servicer and the Indenture Trustee, as pledgee of when the CollateralServicer believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of itselfthe Securities Administrator, the CompanyMaster Servicer, the Securityholders and Indenture Trustee, the Indenture Trustee Depositor, the Noteholders, the Certificateholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments instruments, with respect to the Mortgage Loans HELOCs, and with respect to the related Mortgaged PropertiesProperties held for the benefit of the Noteholders, the Certificateholders and the Note Insurer, in each case to the extent not inconsistent with Accepted Servicing Practices and the terms of this Agreement. The CompanyServicer shall prepare and deliver to the Depositor, the Securities Administrator, the Master Servicer and/or the Indenture Trustee such documents requiring execution and the Custodian, delivery by any or all of them as applicable, shall furnish the Servicer with any powers of attorney and other documents are necessary or appropriate to enable the Servicer to carry out its service and administer the HELOCs. Upon receipt of such documents, the Depositor, the Securities Administrator, the Master Servicer and/or the Indenture Trustee shall execute such documents, as appropriate, and deliver them to the Servicer. Notwithstanding anything herein to the contrary, the Servicer shall not enter into a forbearance agreement or similar arrangement with respect to any HELOC that runs more than 180 days after the first delinquent Due Date and the Servicer shall charge-off any HELOC that is 180 days delinquent (without giving effect to any forbearance agreement or similar agreement). In servicing and administrative duties hereunderadministering the HELOCs, the Servicer shall employ procedures including collection procedures and exercise the same care that it customarily employs and exercises in servicing and administering HELOCs for its own account giving due consideration to accepted mortgage servicing practices of prudent lending institutions. On The Servicer will furnish for each HELOC, in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information on its borrower credit files to Equifax, Experian, and Trans Union Credit Information Company, on a monthly basis. Continuously from the Closing DateDate until the principal and interest on all HELOCs are paid in full, the Company Servicer shall deliver proceed diligently to collect all payments due under each HELOC when the same shall become due and payable and shall, to the extent such procedures shall be consistent with this Agreement follow such collection procedures as it follows with respect to HELOCs comparable to the HELOCs held for its own account. Further, the Servicer shall take special care in ascertaining and estimating annual ground rents, taxes, assessments, water rates, fire and hazard insurance premiums, mortgage insurance premiums, and all other charges that, as provided in the Mortgage, will become due and payable to the end that the installments payable by the Mortgagors will be sufficient to pay such charges as and when they become due and payable. In accordance with the standards of the first paragraph of this Section 3.01, the Servicer shall advance or cause to be advanced funds as necessary for the purpose of effecting the payment of taxes and assessments on the Mortgaged Properties relating to the HELOCs, which advances shall be reimbursable in the first instance from collections as provided in Section 5.03. All costs incurred by the Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties relating to the HELOCs and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Noteholders and the Certificateholders, be added to the Outstanding Principal Balance under the HELOCs, notwithstanding that the terms of such HELOCs so permit. The Servicer is hereby authorized and empowered in its own name or in the name of any subservicer, when the Servicer or the subservicer, as the case may be, believes it is appropriate in its best judgment to register any HELOC on the MERS® System, or cause the removal from the registration of any HELOC on the MERS® System, to execute and deliver, on behalf of the Indenture Trustee, the Noteholders, the Note Insurer and the Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a power Mortgage in the name of MERS, solely as nominee for the Indenture Trustee and its successors and assigns. Any reasonable expenses incurred in connection with the actions described in the preceding sentence or as a result of MERS discontinuing or becoming unable to continue operations in connection with the MERS® System, shall be reimbursable by the Trust Estate to the Servicer. The Indenture Trustee shall furnish the Servicer and the Master Servicer with any powers of attorney substantially in the form of Exhibit B heretoH attached hereto and other documents in form as provided to it necessary or appropriate to enable the Servicer and the Master Servicer to service and administer the HELOCs and REO Properties, to execute and deliver instruments of satisfaction or cancellation, or of partial or full release or discharge, and to foreclose upon or otherwise liquidate Mortgaged Property, and to appeal, prosecute or defend in any court action relating to the HELOCs or the Mortgaged Property, in accordance with this Agreement. If The Indenture Trustee shall not be liable for the Servicer’s or the Master Servicer’s use or misuse of such powers of attorney. Notwithstanding anything in this Agreement to the contrary, the Servicer shall not make any future advances with respect to a HELOC (other than the Servicing Advances) and the Servicer shall not (i) permit any modification with respect to any HELOC that would change the Mortgage relating to a Mortgage Loan did not have a lien senior on Rate, the related Mortgaged Property as of the Cut-Off Due Date, then the Servicer, in such capacity, may not Minimum Monthly Payment or any other amount due under any HELOC; (ii) consent to the placing replacement of a lien senior to that of the Mortgage on the related Mortgaged Property. If the Mortgage relating to a Mortgage Loan had a lien senior to the Mortgage Loan on the related Mortgaged Property as of the Cut-Off Date, then the Servicer, in such capacity, may consent to the refinancing of such senior lien; PROVIDED that (i) the resulting Combined Loan-to-Value Ratio of such Mortgage Loan is no higher than the Combined Loan-to-Value Ratio prior to such refinancing and (ii) the interest rate for the loan evidencing the refinanced senior lien on the Mortgaged Property if such replacement would increase the CLTV (which for purposes hereof, shall be the lesser of the CLTV determined at origination or at the time of refinancing) of the HELOC; (iii) consent to the placement of a senior lien on the Mortgaged Property (other than permitted replacements); (iv) change the Draw Period or the amount available for draws by the Mortgagor under the HELOC; (v) reduce or increase the principal balance of any HELOC (except for increases or reductions resulting from additional draws or actual payments of principal, respectively); (vi) change the final maturity date on such HELOC (unless the Mortgagor is in default with respect to the HELOC or such default is, in the judgment of the Servicer, imminent) or release or substitute any collateral securing such HELOC (except as otherwise set forth herein); or (vii) permit any modification, waiver or amendment of any term of any HELOC that would either (A) effect an exchange or reissuance of such refinancing is no higher than HELOC under Section 1001 of the interest rate on the loan evidencing the existing senior lien immediately prior Code (or Treasury regulations promulgated thereunder) or (B) cause any REMIC created pursuant to the date of such refinancing. The relationship of Indenture to fail to qualify as a REMIC under the Servicer (and Code or the imposition of any successor to tax on “prohibited transactions” or “contributions after the Servicer as servicer startup date” under this Servicing Agreement) to the Company under this Servicing Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agentREMIC Provisions.

The Servicer. (a) The Servicer shall service and administer the Mortgage Loans in the same manner as would prudent institutional mortgage lenders servicing comparable mortgage loans for their own account in the jurisdictions where the related Mortgaged Properties are located and in a manner consistent with the terms of this Servicing Agreement and which shall be normal and usual in its general mortgage servicing activities and shall have full power and authority, acting alone or through a subservicer, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable, it being understood, howeverhow ever, that the Servicer shall at all times remain responsible to the CompanyDepositor, the Indenture Trustee, as pledgee of the Mortgage Collateral, and the Securityholders for the performance of its duties and obligations hereunder in accordance with the terms hereof and the servicing standard set forth above. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered by the Company Depositor and the Indenture Trustee, as pledgee pledge of the Mortgage Collateral, to execute and deliver, on behalf of itself, the CompanyDepositor, the Securityholders and the Indenture Trustee or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments with respect to the Mortgage Loans and with respect to the Mortgaged Properties. The CompanyDepositor, the Indenture Trustee and the Custodian, as applicable, shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. On the Closing Date, the Company Depositor shall deliver to the Servicer a power of attorney substantially in the form of Exhibit B hereto. If the Mortgage relating to a Mortgage Loan did not have a lien senior on the related Mortgaged Property as of the Cut-Off Date, then the Servicer, in such capacity, may not consent to the placing of a lien senior to that of the Mortgage on the related Mortgaged Property. If the Mortgage relating to a Mortgage Loan had a lien senior to the Mortgage Loan on the related Mortgaged Property as of the Cut-Off Date, then the Servicer, in such capacity, may consent to the refinancing of such senior lien; PROVIDED that (i) the resulting Combined Loan-to-Value Ratio of such Mortgage Loan is no higher than the Combined Loan-to-Value Ratio prior to such refinancing and (ii) the interest rate for the loan evidencing the refinanced senior lien on the date of such refinancing is no higher than the interest rate on the loan evidencing the existing senior lien immediately prior to the date of such refinancing. The relationship of the Servicer (and of any successor to the Servicer as servicer under this Servicing Agreement) to the Company Depositor under this Servicing Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent.

The Servicer. (a) The Servicer shall service and administer the Mortgage Loans in a manner generally consistent with the same manner as would prudent institutional mortgage lenders servicing comparable mortgage loans for their own account in terms of the jurisdictions where the related Mortgaged Properties are located Program Guide and in a manner consistent with the terms of this Servicing Agreement and which that shall be normal and usual in its general mortgage servicing activities and consistent with the manner in which it services all other Mortgage Loans in its servicing portfolio with characteristics similar to those of the Mortgage Loans. The Servicer shall have full power and authority, acting alone or through a subservicerSubservicer, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable, it being understood, however, that the Servicer shall at all times remain responsible to the Company, Issuer and the Indenture Trustee, as pledgee of the CollateralMortgage Loans, and the Securityholders for the performance of its duties and obligations hereunder in accordance with the terms hereof and the servicing standard set forth aboveProgram Guide. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered by the Company Issuer and the Indenture Trustee, as pledgee of the CollateralMortgage Loans, to execute and deliver, on behalf of itself, the CompanyIssuer, the Securityholders and the Indenture Trustee or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments with respect to the Mortgage Loans and with respect to the Mortgaged Properties. The CompanyIssuer, the Indenture Trustee and the Custodian, as applicable, shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. In addition, the Servicer may, at its own discretion and on behalf of the Indenture Trustee, obtain credit information in the form of a "credit score" from a credit repository. On the Closing Date, the Company Indenture Trustee shall deliver to the Servicer a limited power of attorney substantially in the form of Exhibit B hereto. If The Servicer is further authorized and empowered by the Issuer and the Indenture Trustee, on behalf of the Noteholders and the Indenture Trustee, in its own name or in the name of the Subservicer, when the Servicer or the Subservicer, as the case may be, believes it appropriate in its best judgment to register any Mortgage Loan on the MERS(R)System, or cause the removal from the registration of any Mortgage Loan on the MERS(R)System, to execute and deliver, on behalf of the Indenture Trustee and the Noteholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Indenture Trustee and its successors and assigns. The Indenture Trustee shall have no ongoing responsibility to check the status of the Mortgage relating Loans on the MERS(R)System. Any expenses incurred in connection with the actions described in the preceding sentence shall be borne by the Servicer, with no right of reimbursement. Subject to a Section 3.15, if the Mortgage Loan did not have a lien Lien senior to the related Mortgage Loan on the related Mortgaged Property as of the related Cut-Off Date, then the Servicer, in such capacity, may not consent to the placing of a lien Lien senior to that of the Mortgage on the related Mortgaged Property. If Subject to Section 3.15, if the Mortgage relating to a Mortgage Loan had a lien Lien senior to the related Mortgage Loan on the related Mortgaged Property as of the related Cut-Off Date, then the Servicer, in such capacity, may not consent to the refinancing of such prior senior lienLien; PROVIDED that unless (i) the resulting Combined Loan-to-Value Ratio CLTV of such Mortgage Loan is no higher than the Combined Loan-to-Value Ratio greater of the CLTV prior to such refinancing or a 70% CLTV (or a 80% CLTV for those borrowers with a FICO "credit score" of 720 or greater) and (ii) the interest rate for the loan evidencing the refinanced senior lien on the date of such refinancing Lien is no higher than the interest rate on the loan evidencing the existing senior lien Lien immediately prior to the date of such refinancingrefinancing (meaning, in the case of an adjustable rate loan, a substantially similar index and a gross margin no higher than that of the existing senior Lien); provided, however, that if the loan evidencing the existing senior Lien prior to the date of refinancing is an adjustable rate loan and the loan evidencing the refinanced senior Lien is a fixed rate loan, then the interest rate on the loan evidencing the refinanced senior Lien may be up to 2.0% higher than the then-current mortgage rate of the loan evidencing the existing senior Lien and (iii) the loan evidencing the refinanced senior Lien is not subject to negative amortization. In connection with servicing the Mortgage Loans, the Servicer may take reasonable actions to encourage or effect the termination of Loan Agreements that have become dormant. The relationship of the Servicer (and of any successor to the Servicer as servicer under this Servicing Agreement) to the Company Issuer under this Servicing Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent.

The Servicer. (a) The Servicer shall service and administer the Mortgage Loans in the same manner as would prudent institutional mortgage lenders servicing comparable mortgage loans for their own account in the jurisdictions where the related Mortgaged Properties are located and in a manner consistent accordance with the terms of this Accepted Servicing Agreement and which shall be normal and usual in its general mortgage servicing activities Practices and shall have full power and authority, acting alone or through a subservicer, authority to do any and all things not inconsistent therewith in connection with such servicing and administration which it may deem necessary or desirable, it being understood, however, that desirable subject to the limitations set forth in this Agreement. The Indenture Trustee shall furnish the Servicer shall at all times remain responsible with any powers of attorney and other documents necessary or appropriate to enable the Company, the Indenture Trustee, as pledgee of the Collateral, Servicer to carry out its servicing and the Securityholders for the performance of its administrative duties and obligations hereunder in accordance with the terms hereof and the servicing standard set forth abovehereunder. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered by the Company and the Indenture Trustee, as pledgee of the Collateral, to execute and deliver, on behalf of itself, the Company, the Securityholders Noteholders and the Indenture Trustee or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments instruments, and to effect such modifications, waivers, indulgences and other like matters as are in its judgment necessary or desirable, with respect to the Mortgage Loans and the Mortgaged Properties and the servicing and administration thereof. The Servicer shall notify the Indenture Trustee of any such waiver, release, discharge, modification, indulgence or other such matter by delivering to the Indenture Trustee an Officer's Certificate certifying that such agreement is in compliance with this Section 5.01 together with the original copy of any written agreement or other document executed in connection therewith, all of which written agreements or documents shall, for all purposes, be considered a part of the related Indenture Trustee's Mortgage File to the same extent as all other documents and instruments constituting a part thereof. Notwithstanding anything in this Agreement to the contrary, the Servicer shall not permit any modification with respect to the Mortgaged Properties. The Company, the Indenture Trustee and the Custodian, as applicable, shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. On the Closing Date, the Company shall deliver to the Servicer a power of attorney substantially in the form of Exhibit B hereto. If the Mortgage relating to a Mortgage Loan did not have a lien senior on the related Mortgaged Property as of the Cut-Off Date, then the Servicer, in such capacity, may not consent to the placing of a lien senior to that of the Mortgage on the related Mortgaged Property. If the Mortgage relating to a Mortgage Loan had a lien senior to the Mortgage Loan on the related Mortgaged Property as of the Cut-Off Date, then the Servicer, in such capacity, may consent to the refinancing of such senior lien; PROVIDED that unless (i) the resulting Combined Loan-to-Value Ratio modifications do not decrease the Mortgage Interest Rate, reduce or increase the principal balance, decrease the lien priority, increase the current LTV above the lesser of the current LTV or the original LTV, or change the final maturity date on or of such Mortgage Loan is no higher than the Combined Loan-to-Value Ratio prior to such refinancing and (ii) the interest rate for Note Insurer consents to such modifications in writing; provided, however, that the loan evidencing Servicer shall be permitted to extend the refinanced senior lien final maturity date on any Mortgage Loan by 180 days or less without the date of such refinancing is no higher than the interest rate on the loan evidencing the existing senior lien immediately prior to the date of such refinancing. The relationship consent of the Servicer (and of any successor to the Servicer as servicer under this Servicing Agreement) to the Company under this Servicing Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agentNote Insurer.

The Servicer. (a) The Servicer shall service and administer the Mortgage Loans in the same manner as would prudent institutional mortgage lenders servicing comparable mortgage loans for their own account in the jurisdictions where the related Mortgaged MOrtgaged Properties are located and in a manner consistent with the terms of this Servicing Agreement and which shall be normal and usual in its general mortgage servicing activities and shall have full power and authority, acting alone or through a subservicer, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable, it being understood, however, that the Servicer shall at all times remain responsible to the Company, the Indenture Trustee, as pledgee of the Mortgage Collateral, and the Securityholders for the performance of its duties and obligations hereunder in accordance with the terms hereof and the servicing standard set forth above. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered by the Company and the Indenture Trustee, as pledgee of the Mortgage Collateral, to execute and deliver, on behalf of itself, the Company, the Securityholders and the Indenture Trustee or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments with respect to the Mortgage Loans and with respect to the Mortgaged Properties. The Company, the Indenture Trustee and the Custodian, as applicable, shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. On the Closing Date, the Company shall deliver to the Servicer a power of attorney substantially in the form of Exhibit B hereto. If the Mortgage relating to a Mortgage Loan did not have a lien senior on the related Mortgaged Property as of the Cut-Off Date, then the Servicer, in such capacity, may not consent to the placing of a lien senior to that of the Mortgage on the related Mortgaged Property. If the Mortgage relating to a Mortgage Loan had a lien senior to the Mortgage Loan on the related Mortgaged Property as of the Cut-Off Date, then the Servicer, in such capacity, may consent to the refinancing of such senior lien; PROVIDED that (i) the resulting Combined Loan-to-Value Ratio of such Mortgage Loan is no higher than the Combined Loan-to-Value Ratio prior to such refinancing and (ii) the interest rate for the loan evidencing the refinanced senior lien on the date of such refinancing is no higher than the interest rate on the loan evidencing the existing senior lien immediately prior to the date of such refinancing. The relationship of the Servicer (and of any successor to the Servicer as servicer under this Servicing Agreement) to the Company under this Servicing Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent.

The Servicer. (a) The Servicer shall service and administer the Mortgage Loans in the same manner as would prudent institutional mortgage lenders servicing comparable mortgage loans for their own account in the jurisdictions where the related Mortgaged Properties are located and in a manner consistent with the terms of this Servicing Agreement and which shall be normal and usual in its general mortgage servicing activities and shall have full power and authority, acting alone or through a subservicer, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable, it being understood, however, that the Servicer shall at all times remain responsible to the CompanyDepositor, the Indenture Trustee, as pledgee of the Mortgage Collateral, and the Securityholders for the performance of its duties and obligations hereunder in accordance with the terms hereof and the servicing standard set forth above. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered by the Company Depositor and the Indenture Trustee, as pledgee of the Mortgage Collateral, to execute and deliver, on behalf of itself, the CompanyDepositor, the Securityholders and the Indenture Trustee or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments with respect to the Mortgage Loans and with respect to the Mortgaged Properties. The CompanyDepositor, the Indenture Trustee and the Custodian, as applicable, shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. On the Closing Date, the Company Depositor shall deliver to the Servicer a power of attorney substantially in the form of Exhibit B hereto. If the Mortgage relating to a Mortgage Loan did not have a lien senior on the related Mortgaged Property as of the Cut-Off Date, then the Servicer, in such capacity, may not consent to the placing of a lien senior to that of the Mortgage on the related Mortgaged Property. If the Mortgage relating to a Mortgage Loan had a lien senior to the Mortgage Loan on the related Mortgaged Mort gaged Property as of the Cut-Off Date, then the Servicer, in such capacity, may consent to the refinancing of such senior lien; PROVIDED that (i) the resulting Combined Loan-to-Value Ratio of such Mortgage Loan is no higher than the Combined Loan-to-Value Ratio prior to such refinancing and (ii) the interest rate for the loan evidencing the refinanced senior lien on the date of such refinancing is no higher than the interest rate on the loan evidencing the existing senior lien immediately prior to the date of such refinancing. The relationship of the Servicer (and of any successor to the Servicer as servicer under this Servicing Agreement) to the Company Depositor under this Servicing Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent.

The Servicer. (a) The Servicer is hereby authorized to act as agent for the Trust and in such capacity shall manage, service, administer and make collections on the Mortgage Loans and perform the other actions under this Agreement. The Servicer shall service and administer the Mortgage Loans in the same manner as would prudent institutional mortgage lenders servicing comparable mortgage loans for their own account in the jurisdictions where the related Mortgaged Properties are located and in a manner consistent with the terms of this Servicing Agreement and which shall be normal and usual in its with general mortgage servicing activities industry practice and shall have full power and authority, acting alone or through a subservicer, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable, it being understood, however, that the Servicer shall at all times remain responsible to the Company, the Indenture Trustee, as pledgee of the CollateralNoteholders, the Residual Certificateholders and the Securityholders Insurer for the performance of its duties and obligations hereunder in accordance with the terms hereof and hereof. Any amounts received by any subservicer in respect of a Mortgage Loan shall be deemed to have been received by the servicing standard set forth aboveServicer whether or not actually received by it. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered by the Company and the Indenture Trustee, as pledgee of the CollateralTrust, to execute and deliver, on behalf of itself, the Company, the Securityholders and the Indenture Trustee or any of themTrust, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments instruments, with respect to the Mortgage Loans and with respect to the Mortgaged PropertiesProperties and to make deposits to and withdrawals from the Collection Account. The Company, the Indenture Trustee and the CustodianOwner Trustee shall, as applicableupon the written request of a Servicing Officer, shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunderhereunder and consistent with the Indenture Trustee’s internal policies. On the Closing Date, the Company shall deliver to the The Servicer a power of attorney substantially in the form of Exhibit B hereto. If the Mortgage relating to a Mortgage Loan did not have a lien senior on the related Mortgaged Property as of the Cut-Off Date, then the Servicer, in such capacity, capacity may not also consent to the placing of a lien senior to that of the any Mortgage on the related Mortgaged Property. If the Mortgage relating to a Mortgage Loan had a lien senior to the Mortgage Loan on the related Mortgaged Property as of the Cut-Off Date, then the Servicer, in such capacity, may consent to the refinancing of such senior lien; PROVIDED that (i) the resulting Combined Loan-to-Value Ratio of such Mortgage Loan is no higher than the Combined Loan-to-Value Ratio prior to such refinancing and (ii) the interest rate for the loan evidencing the refinanced senior lien on the date of such refinancing is no higher than the interest rate on the loan evidencing the existing senior lien immediately prior to the date of such refinancing. The relationship of the Servicer (and of any successor to the Servicer as servicer under this Servicing Agreement) to the Company under this Servicing Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent.provided that

The Servicer. (a) The Servicer shall service and administer the Mortgage Loans in a manner generally consistent with the same manner as would prudent institutional mortgage lenders servicing comparable mortgage loans for their own account in terms of the jurisdictions where the related Mortgaged Properties are located Program Guide and in a manner consistent with the terms of this Servicing Agreement and which that shall be normal and usual in its general mortgage servicing activities and consistent with the manner in which it services all other Mortgage Loans in its servicing portfolio with characteristics similar to those of the Mortgage Loans. The Servicer shall have full power and authority, acting alone or through a subservicerSubservicer, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable, it being understood, however, that the Servicer shall at all times remain responsible to the Company, Issuer and the Indenture Trustee, as pledgee of the CollateralMortgage Loans, and the Securityholders for the performance of its duties and obligations hereunder in accordance with the terms hereof and the servicing standard set forth aboveProgram Guide. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered by the Company Issuer and the Indenture Trustee, as pledgee of the CollateralMortgage Loans, to execute and deliver, on behalf of itself, the CompanyIssuer, the Securityholders and the Indenture Trustee or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments with respect to the Mortgage Loans and with respect to the Mortgaged Properties. The CompanyIssuer, the Indenture Trustee and the Custodian, as applicable, shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. In addition, the Servicer may, at its own discretion and on behalf of the Indenture Trustee, obtain credit information in the form of a "credit score" from a credit repository. On the Closing Date, the Company Indenture Trustee shall deliver to the Servicer a limited power of attorney substantially in the form of Exhibit B hereto. The Servicer is further authorized and empowered by the Issuer and the Indenture Trustee, on behalf of the Noteholders and the Indenture Trustee, in its own name or in the name of the Subservicer, when the Servicer or the Subservicer, as the case may be, believes it appropriate in its best judgment to register any Mortgage Loan on the MERS(R)System, or cause the removal from the registration of any Mortgage Loan on the MERS(R)System, to execute and deliver, on behalf of the Indenture Trustee and the Noteholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Indenture Trustee and its successors and assigns. Any expenses incurred in connection with the actions described in the preceding sentence shall be borne by the Servicer, with no right of reimbursement. If the Mortgage relating to a Mortgage Loan did not have a lien Lien senior to the related Mortgage Loan on the related Mortgaged Property as of the related Cut-Off Date, then the Servicer, in such capacity, may not consent to the placing of a lien Lien senior to that of the Mortgage on the related Mortgaged Property. If the Mortgage relating to a Mortgage Loan had a lien Lien senior to the related Mortgage Loan on the related Mortgaged Property as of the related Cut-Off Date, then the Servicer, in such capacity, may consent to the refinancing of such prior senior lienLien; PROVIDED provided, that (i) the resulting Combined Loan-to-Value Ratio CLTV of such Mortgage Loan is no higher than the Combined Loan-to-Value Ratio greater of the CLTV prior to such refinancing or a 70% CLTV (or a 80% CLTV for those borrowers with a FICO "credit score" of 720 or greater) and (ii) the interest rate for the loan evidencing the refinanced senior lien on the date of such refinancing Lien is no higher than the interest rate on the loan evidencing the existing senior lien Lien immediately prior to the date of such refinancingrefinancing (meaning, in the case of an adjustable rate loan, a substantially similar index and a gross margin no higher than that of the existing senior Lien); provided, however, that if the loan evidencing the existing senior Lien prior to the date of refinancing is an adjustable rate loan and the loan evidencing the refinanced senior Lien is a fixed rate loan, then the interest rate on the loan evidencing the refinanced senior Lien may be up to 2.0% higher than the then-current mortgage rate of the loan evidencing the existing senior Lien and (iii) the loan evidencing the refinanced senior Lien is not subject to negative amortization. In connection with servicing the Mortgage Loans, the Servicer may take reasonable actions to encourage or effect the termination of Loan Agreements that have become dormant. The relationship of the Servicer (and of any successor to the Servicer as servicer under this Servicing Agreement) to the Company Issuer under this Servicing Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent.

The Servicer. (a) The Servicer shall service and administer the Mortgage Loans in a manner generally consistent with the same manner as would prudent institutional mortgage lenders servicing comparable mortgage loans for their own account in terms of the jurisdictions where the related Mortgaged Properties are located Program Guide and in a manner consistent with the terms of this Servicing Agreement and which that shall be normal and usual in its general mortgage servicing activities and consistent with the manner in which it services all other Mortgage Loans in its servicing portfolio with characteristics similar to those of the Mortgage Loans. The Servicer shall have full power and authority, acting alone or through a subservicerSubservicer, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable, it being understood, however, that the Servicer shall at all times remain responsible to the Company, Issuer and the Indenture Trustee, as pledgee of the CollateralMortgage Loans, and the Securityholders for the performance of its duties and obligations hereunder in accordance with the terms hereof and the servicing standard set forth aboveProgram Guide. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered by the Company Issuer and the Indenture Trustee, as pledgee of the CollateralMortgage Loans, to execute and deliver, on behalf of itself, the CompanyIssuer, the Securityholders and the Indenture Trustee or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments with respect to the Mortgage Loans and with respect to the Mortgaged Properties. The CompanyIssuer, the Indenture Trustee and the Custodian, as applicable, shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. In addition, the Servicer may, at its own discretion and on behalf of the Indenture Trustee, obtain credit information in the form of a "credit score" from a credit repository. On the Closing Date, the Company Indenture Trustee shall deliver to the Servicer a limited power of attorney substantially in the form of Exhibit B hereto. If The Servicer is further authorized and empowered by the Mortgage relating to a Mortgage Loan did not have a lien senior Issuer and the Indenture Trustee, on the related Mortgaged Property as behalf of the Cut-Off Date, then Noteholders and the ServicerIndenture Trustee, in such capacity, may not consent to its own name or in the placing of a lien senior to that name of the Mortgage on Subservicer, when the related Mortgaged Property. If Servicer or the Mortgage relating Subservicer, as the case may be, believes it appropriate in its best judgment to a Mortgage Loan had a lien senior to the register any Mortgage Loan on the related Mortgaged Property as MERS(R) System, or cause the removal from the registration of any Mortgage Loan on the MERS(R) System, to execute and deliver, on behalf of the CutIndenture Trustee and the Noteholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-Off Daterecording of a Mortgage in the name of MERS, then solely as nominee for the Indenture Trustee and its successors and assigns. The Indenture Trustee shall have no ongoing responsibility to check the status of the Mortgage Loans on the MERS(R) System. Any expenses incurred in connection with the actions described in the preceding sentence shall be borne by the Servicer, in such capacitywith no right of reimbursement. The Servicer may also, may consent to without prior approval of the refinancing of such senior lien; PROVIDED Rating Agencies or the Enhancer, increase the Credit Limits on the Mortgage Loans (a "Credit Limit Increase"), provided that (i) a new appraisal is obtained, (ii) the resulting new Combined Loan-to-Value Ratio of any such Mortgage Loan after giving effect to such increase is no higher less than or equal to the Combined Loan-to-Value Ratio prior to such refinancing of the Mortgage Loan as of the Cut-off Date or Subsequent Cut-off Date, as applicable, (iii) the Servicer receives verbal verification of employment of the related Mortgagor and (iiiv) the interest rate payment history of the related Mortgagor is within the underwriting parameters of the Program Guide. In addition, the Servicer may increase the Credit Limits on Mortgage Loans without obtaining new appraisals provided that clauses (iii) and (iv) of the preceding sentence are satisfied, the Combined Loan-to-Value Ratio of the Mortgage Loan following the Credit Limit Increase will be limited to 100% and at no time shall the aggregate Principal Balance of such Mortgage Loans exceed 5% of the current Pool Balance for the loan evidencing Mortgage Loans; provided, further, however, that for Mortgage Loans with original Combined Loan-to-Value Ratios in excess of 80%, the refinanced senior lien on Combined Loan-to-Value Ratio resulting from such Credit Limit Increase must be less than or equal to the date original Combined Loan-to-Value Ratio and at no time shall the aggregate Principal Balance of such refinancing is no higher than the interest rate on the loan evidencing the existing senior lien immediately prior to the date of such refinancing. The relationship Mortgage Loans exceed 5% of the Servicer (and of any successor to current Pool Balance for the Servicer as servicer under this Servicing Agreement) to the Company under this Servicing Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agentMortgage Loans.

The Servicer. (a) The Servicer shall service and administer the Mortgage Home Loans in a manner generally consistent with the same manner as would prudent institutional mortgage lenders servicing comparable mortgage loans for their own account in terms of the jurisdictions where the related Mortgaged Properties are located Program Guide and in a manner consistent with the terms of this Servicing Agreement and which that shall be normal and usual in its general mortgage servicing activities and activities, including but not limited to reporting of its borrower credit files to credit repositories in a timely manner. The Servicer shall have full power and authority, acting alone or through a subservicerSubservicer, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable, it being understood, however, that the Servicer shall at all times remain responsible to the Company, Issuer and the Indenture Trustee, as pledgee of the CollateralHome Loans, and the Securityholders for the performance of its duties and obligations hereunder in accordance with the terms hereof and the servicing standard set forth aboveProgram Guide. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered by the Company Issuer and the Indenture Trustee, as pledgee of the CollateralHome Loans, to execute and deliver, on behalf of itself, the CompanyIssuer, the Securityholders and the Indenture Trustee or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments with respect to the Mortgage Home Loans and with respect to the Mortgaged Properties. The CompanyIssuer, the Indenture Trustee and the Custodian, as applicable, shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. In addition, the Servicer may, at its own discretion and on behalf of the Indenture Trustee, obtain credit information in the form of a "credit score" from a credit repository. On the Closing Date, the Company Indenture Trustee shall deliver to the Servicer a limited power of attorney substantially in the form of Exhibit B hereto. The Servicer is further authorized and empowered by the Issuer and the Indenture Trustee, on behalf of the Noteholders and the Indenture Trustee, in its own name or in the name of the Subservicer, when the Servicer or the Subservicer, as the case may be, believes it appropriate in its best judgment to register any Home Loan on the MERS(R)System, or cause the removal from the registration of any Home Loan on the MERS(R)System, to execute and deliver, on behalf of the Indenture Trustee and the Noteholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Indenture Trustee and its successors and assigns. The Indenture Trustee shall have no ongoing responsibility to check the status if the Home Loans or the Mortgages on the MERS(R)System. Any expenses incurred in connection with the actions described in the preceding sentence shall be borne by the Servicer, with no right of reimbursement. If the Mortgage relating to a Mortgage Loan did not have a lien Lien senior to the related Home Loan on the related Mortgaged Property as of the related Cut-Off Date, then the Servicer, in such capacity, may not consent to the placing of a lien Lien senior to that of the Mortgage on the related Mortgaged Property. If the Mortgage relating to a Mortgage Loan had a lien Lien senior to the Mortgage related Home Loan on the related Mortgaged Property as of the related Cut-Off Date, then the Servicer, in such capacity, may consent to the refinancing of such prior senior lien; PROVIDED Lien, provided that (i) the resulting Combined Loan-to-Value Ratio of such Mortgage Loan is no higher than the Combined Loan-to-Value Ratio prior to such refinancing and (ii) the interest rate for the loan evidencing the refinanced senior lien on the date of such refinancing is no higher than the interest rate on the loan evidencing the existing senior lien immediately prior to the date of such refinancing. The relationship of the Servicer (and of any successor to the Servicer as servicer under this Servicing Agreement) to the Company under this Servicing Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent.following requirements are met:

The Servicer. (a) The Servicer shall service and administer the Mortgage Home Equity Loans in the same manner as would prudent institutional mortgage lenders servicing comparable mortgage loans for their own account in the jurisdictions where the related Mortgaged Properties are located and in a manner consistent with the terms of this Servicing Agreement and which shall be normal and usual in its general mortgage servicing activities and shall have full power and authority, acting alone or through a subservicer, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable, it being understood, however, that the Servicer shall at all times remain responsible to the Company, Issuer and the Indenture Trustee, as pledgee of the Collateral, Home Equity Loans and the Securityholders Credit Enhancer, for the performance of its duties and obligations hereunder in accordance with the terms hereof and the servicing standard set forth abovehereof. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered by the Company Issuer and the Indenture Trustee, as pledgee of the CollateralHome Equity Loans, to execute and deliver, on behalf of itself, the CompanyIssuer, the Securityholders and the Indenture Trustee or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments with respect to the Mortgage Home Equity Loans and with respect to the Mortgaged Properties. The CompanyIssuer, the Indenture Trustee and the Custodian, as applicable, shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. On the Closing Date, the Company Indenture Trustee shall deliver to the Servicer a limited power of attorney substantially in the form of Exhibit B hereto. If the Mortgage relating to a Mortgage Home Equity Loan did not have a lien Lien senior to the Home Equity Loan on the related Mortgaged Property as of the Cut-Off Cut off Date, then the Servicer, in such capacity, may not consent to the placing of a lien senior to that of the Mortgage on the related Mortgaged Property. If the Mortgage relating to a Mortgage Home Equity Loan had a lien senior to the Mortgage Home Equity Loan on the related Mortgaged Property as of the Cut-Off Cut off Date, then the Servicer, in such capacity, may consent to the refinancing of such the prior senior lien; PROVIDED , provided that (i) the resulting Combined Loan-to-Value Ratio of such Mortgage Loan is no higher than the Combined Loan-to-Value Ratio prior to such refinancing and (ii) the interest rate for the loan evidencing the refinanced senior lien on the date of such refinancing is no higher than the interest rate on the loan evidencing the existing senior lien immediately prior to the date of such refinancing. The relationship of the Servicer (and of any successor to the Servicer as servicer under this Servicing Agreement) to the Company under this Servicing Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent.following requirements are met:

The Servicer. (a) The Servicer shall service and administer the Mortgage Loans in the same manner as would prudent institutional mortgage lenders servicing comparable mortgage loans for their own account in the jurisdictions where the related Mortgaged MOrtgaged Properties are located and in a manner consistent with the terms of this Servicing Agreement and which shall be normal and usual in its general mortgage servicing activities and shall have full power and authority, acting alone or through a subservicer, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable, it being understood, howeverhow ever, that the Servicer shall at all times remain responsible to the Company, the Indenture Trustee, as pledgee of the Mortgage Collateral, and the Securityholders for the performance of its duties and obligations hereunder in accordance with the terms hereof and the servicing standard set forth above. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered by the Company and the Indenture Trustee, as pledgee of the Mortgage Collateral, to execute and deliver, on behalf of itself, the Company, the Securityholders and the Indenture Trustee or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments with respect to the Mortgage Loans and with respect to the Mortgaged Properties. The Company, the Indenture Trustee and the Custodian, as applicable, shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. On the Closing Date, the Company shall deliver to the Servicer a power of attorney substantially in the form of Exhibit B hereto. If the Mortgage relating to a Mortgage Loan did not have a lien senior on the related Mortgaged Property as of the Cut-Off Date, then the Servicer, in such capacity, may not consent to the placing of a lien senior to that of the Mortgage on the related Mortgaged Property. If the Mortgage relating to a Mortgage Loan had a lien senior to the Mortgage Loan on the related Mortgaged Mort gaged Property as of the Cut-Off Date, then the Servicer, in such capacity, may consent to the refinancing of such senior lien; PROVIDED that (i) the resulting Combined Loan-to-Value Ratio of such Mortgage Loan is no higher than the Combined Loan-to-Value Ratio prior to such refinancing and (ii) the interest rate for the loan evidencing the refinanced senior lien on the date of such refinancing is no higher than the interest rate on the loan evidencing the existing senior lien immediately prior to the date of such refinancing. The relationship of the Servicer (and of any successor to the Servicer as servicer under this Servicing Agreement) to the Company under this Servicing Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent.

The Servicer. (a) The Servicer is hereby authorized to act as agent for the Trust and in such capacity shall manage, service, administer and make collections on the Mortgage Loans and perform the other actions under this Agreement. The Servicer shall service and administer the Mortgage Loans in the same manner as would prudent institutional mortgage lenders servicing comparable mortgage loans for their own account in the jurisdictions where the related Mortgaged Properties are located and in a manner consistent with (i) the terms of this Servicing Agreement and which shall be normal and usual (ii) collection procedures it follows with respect to home equity loans in its general mortgage servicing activities portfolio comparable to the Mortgage Loans, and shall have full power and authority, acting alone or through a subservicer, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable, it being understood, however, that the Servicer shall at all times remain responsible to the CompanyTrust, the Indenture Trustee, as pledgee of the Collateral, Noteholders and the Securityholders for Residual Certificateholders the performance of its duties and obligations hereunder in accordance with the terms hereof hereof. The Servicer hereby confirms its obligation, as Servicer, to fund future advances to the Mortgagors pursuant to the Credit Line Agreements and, to the extent it has an interest therein, hereby sells, transfers, assigns, sets over and otherwise conveys to the Issuing Entity the Additional Balances so created. It is the intention of the Servicer that the transfer of the Additional Balances to the Issuing Entity shall constitute a sale, but in the event that the transfer is held not to be a sale, this Agreement shall constitute a grant of a security interest in the Additional Balances, and the servicing standard set forth aboveproceeds thereof, for the benefit of the Issuing Entity. Any amounts received by any subservicer in respect of a Mortgage Loan shall be deemed to have been received by the Servicer whether or not actually received by it. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered by the Company and the Indenture Trustee, as pledgee of the CollateralTrust, to execute and deliver, on behalf of itself, the Company, the Securityholders and the Indenture Trustee or any of themTrust, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments instruments, with respect to the Mortgage Loans and with respect to the Mortgaged PropertiesProperties and to make deposits to and withdrawals from the Collection Account. The Company, the Indenture Trustee and the CustodianOwner Trustee shall, as applicableupon the written request of a Servicing Officer, shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunderhereunder and consistent with the Indenture Trustee's internal policies. On the Closing Date, the Company The Indenture Trustee shall deliver to the Servicer a power of attorney substantially in the form of Exhibit B hereto. If the Mortgage relating to a Mortgage Loan did not have a lien senior on the related Mortgaged Property as of the Cut-Off Date, then be liable for the Servicer, 's use or misuse of such powers of attorney. The Servicer in such capacity, capacity may not also consent to the placing of a lien senior to that of the any Mortgage on the related Mortgaged Property. If the Mortgage relating to a Mortgage Loan had a lien senior to the Mortgage Loan on the related Mortgaged Property as of the Cut-Off Date, then the Servicer, in such capacity, may consent to the refinancing of such senior lien; PROVIDED that (i) the resulting Combined Loan-to-Value Ratio of such Mortgage Loan is no higher than the Combined Loan-to-Value Ratio prior to such refinancing and (ii) the interest rate for the loan evidencing the refinanced senior lien on the date of such refinancing is no higher than the interest rate on the loan evidencing the existing senior lien immediately prior to the date of such refinancing. The relationship of the Servicer (and of any successor to the Servicer as servicer under this Servicing Agreement) to the Company under this Servicing Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent.provided that

The Servicer. (a) The Servicer shall service and administer the Mortgage Loans in a manner generally consistent with the same manner as would prudent institutional mortgage lenders servicing comparable mortgage loans for their own account in terms of the jurisdictions where the related Mortgaged Properties are located Program Guide and in a manner consistent with the terms of this Servicing Agreement and which that shall be normal and usual in its general mortgage servicing activities and consistent with the manner in which it services all other Mortgage Loans in its servicing portfolio with characteristics similar to those of the Mortgage Loans. The Servicer shall have full power and authority, acting alone or through a subservicerSubservicer, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable, it being understood, however, that the Servicer shall at all times remain responsible to the Company, Issuer and the Indenture Trustee, as pledgee of the CollateralMortgage Loans, and the Securityholders for the performance of its duties and obligations hereunder in accordance with the terms hereof and the servicing standard set forth aboveProgram Guide. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered by the Company Issuer and the Indenture Trustee, as pledgee of the CollateralMortgage Loans, to execute and deliver, on behalf of itself, the CompanyIssuer, the Securityholders and the Indenture Trustee or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments with respect to the Mortgage Loans and with respect to the Mortgaged Properties. The CompanyIssuer, the Indenture Trustee and the Custodian, as applicable, shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. In addition, the Servicer may, at its own discretion and on behalf of the Indenture Trustee, obtain credit information in the form of a “credit score” from a credit repository. On the Closing Date, the Company Indenture Trustee shall deliver to the Servicer a limited power of attorney substantially in the form of Exhibit B hereto. If The Servicer is further authorized and empowered by the Issuer and the Indenture Trustee, on behalf of the Noteholders and the Indenture Trustee, in its own name or in the name of the Subservicer, when the Servicer or the Subservicer, as the case may be, believes it appropriate in its best judgment to register any Mortgage Loan on the MERS® System, or cause the removal from the registration of any Mortgage Loan on the MERS® System, to execute and deliver, on behalf of the Indenture Trustee and the Noteholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Indenture Trustee and its successors and assigns. The Indenture Trustee shall have no ongoing responsibility to check the status of the Mortgage relating Loans on the MERS® System. Any expenses incurred in connection with the actions described in the preceding sentence shall be borne by the Servicer, with no right of reimbursement. Subject to a Section 3.15, if the Mortgage Loan did not have a lien Lien senior to the related Mortgage Loan on the related Mortgaged Property as of the related Cut-Off Date, then the Servicer, in such capacity, may not consent to the placing of a lien Lien senior to that of the Mortgage on the related Mortgaged Property. If Subject to Section 3.15, if the Mortgage relating to a Mortgage Loan had a lien Lien senior to the related Mortgage Loan on the related Mortgaged Property as of the related Cut-Off Date, then the Servicer, in such capacity, may not consent to the refinancing of such prior senior lienLien; PROVIDED that unless (i) the resulting Combined Loan-to-Value Ratio CLTV of such Mortgage Loan is no higher than the Combined Loan-to-Value Ratio greater of the CLTV prior to such refinancing or a 70% CLTV (or a 80% CLTV for those borrowers with a FICO “credit score” of 720 or greater) and (ii) the interest rate for the loan evidencing the refinanced senior lien on the date of such refinancing Lien is no higher than the interest rate on the loan evidencing the existing senior lien Lien immediately prior to the date of such refinancingrefinancing (meaning, in the case of an adjustable rate loan, a substantially similar index and a gross margin no higher than that of the existing senior Lien); provided, however, that if the loan evidencing the existing senior Lien prior to the date of refinancing is an adjustable rate loan and the loan evidencing the refinanced senior Lien is a fixed rate loan, then the interest rate on the loan evidencing the refinanced senior Lien may be up to 2.0% higher than the then-current mortgage rate of the loan evidencing the existing senior Lien and (iii) the loan evidencing the refinanced senior Lien is not subject to negative amortization. In connection with servicing the Mortgage Loans, the Servicer may take reasonable actions to encourage or effect the termination of Loan Agreements that have become dormant. The relationship of the Servicer (and of any successor to the Servicer as servicer under this Servicing Agreement) to the Company Issuer under this Servicing Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent.

The Servicer. (a) The Servicer shall service and administer the Mortgage Loans in the same manner as would prudent institutional mortgage lenders servicing comparable mortgage loans for their own account in the jurisdictions where the related Mortgaged Properties are located and in a manner consistent with the terms of this Servicing Agreement and which shall be normal and usual in its general mortgage servicing activities and shall have full power and authorityIn addition, acting alone or through a subservicerUS Foodservice hereby agrees to act as, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable, it being understood, however, that the Servicer shall at all times remain responsible to the Company, the Indenture Trustee, as pledgee of the Collateral, and the Securityholders for the performance of its duties and obligations hereunder in accordance with the terms hereof and the servicing standard set forth above. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered by the Company and the Indenture TrusteeTrustee hereby consent to US Foodservice's being appointed to act as, as pledgee and the Investor Certificateholders by their acceptance of the CollateralCertificates consent to US Foodservice's being appointed to act as, such parties' agent to execute and deliver, on behalf coordinate the servicing of itselfthe Receivables by the Sub-Servicers. In such agency capacities, the Company, Servicer will have responsibility for the Securityholders management of the servicing and receipt of Collections in respect of the Indenture Trustee or Receivables and will have the authority to make any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments with respect management decisions relating to the Mortgage Loans and with respect Receivables to the Mortgaged Propertiesextent such authority is granted to the Servicer under any Pooling and Servicing Agreement. The Company, the Indenture Trustee and the CustodianInvestor Certificateholders shall treat US Foodservice as the Servicer and may conclusively rely on the instructions, notices and reports of US Foodservice as Servicer for so long as US Foodservice is the Servicer. In addition, (x) each Sub-Servicer agrees to act as a Sub-Servicer under each Pooling and Servicing Agreement, (y) the Company and the Trustee hereby consent to such Sub-Servicer's acting as a Sub-Servicer and being appointed their agent to service and administer the Receivables originated by it, and (z) the Investor Certificateholders by their acceptance of the Certificates consent to such Sub-Servicer's acting as a Sub-Servicer and being appointed their agent to service and administer the Receivables originated by it. Each Sub-Servicer will be responsible, as applicable, shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. On the Closing Date, the Company shall deliver to the Servicer a power of attorney substantially in the form of Exhibit B hereto. If the Mortgage relating to a Mortgage Loan did not have a lien senior on the related Mortgaged Property as of the Cut-Off Date, then directed by the Servicer, in for the servicing and administration of the Receivables originated by such capacitySub-Servicer. RS has executed and delivered the Servicer Guarantee which, among other things, guarantees the obligations and responsibilities of US Foodservice as Servicer hereunder and under the other Transaction Documents. At any time upon at least 10 days' prior written notice to the Trustee, each Rating Agency, each Agent, the Company, and each Sub-Servicer, US Foodservice may assign and RS may accept and assume all rights, titles, interests, responsibilities and obligations of US Foodservice as Servicer hereunder and under the other Transaction Documents. Upon the effectiveness of such assignment, acceptance and assumption (which shall not require compliance with any other provisions hereunder), RS shall be the Servicer hereunder and under the other Transaction Documents and US Foodservice, without any further action, shall automatically be released from its obligations and responsibilities as Servicer hereunder and under the other Transaction Documents. The Trustee hereby consents and the Investor Certificateholders by their acceptance of the Certificates consent to the placing of a lien senior to that of the Mortgage on the related Mortgaged Property. If the Mortgage relating to a Mortgage Loan had a lien senior to the Mortgage Loan on the related Mortgaged Property RS acting as of the Cut-Off DateServicer upon such assignment, then the Servicer, in such capacity, may consent to the refinancing of such senior lien; PROVIDED that (i) the resulting Combined Loan-to-Value Ratio of such Mortgage Loan is no higher than the Combined Loan-to-Value Ratio prior to such refinancing acceptance and (ii) the interest rate for the loan evidencing the refinanced senior lien on the date of such refinancing is no higher than the interest rate on the loan evidencing the existing senior lien immediately prior to the date of such refinancing. The relationship of the Servicer (and of any successor to the Servicer as servicer under this Servicing Agreement) to the Company under this Servicing Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agentassumption.

The Servicer. (a) The Servicer is hereby authorized to act as agent for the Trust and in such capacity shall manage, service, administer and make collections on the Mortgage Loans and perform the other actions under this Agreement. The Servicer shall service and administer the Mortgage Loans in the same manner as would prudent institutional mortgage lenders servicing comparable mortgage loans for their own account in the jurisdictions where the related Mortgaged Properties are located and in a manner consistent with the terms of this Servicing Agreement and which shall be normal and usual in its with general mortgage servicing activities industry practice and shall have full power and authority, acting alone or through a subservicer, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable, it being understood, however, that the Servicer shall at all times remain responsible to the Company, the Indenture Trustee, as pledgee of the CollateralBondholders, the Residual Certificateholders and the Securityholders Insurer for the performance of its duties and obligations hereunder in accordance with the terms hereof and hereof. Any amounts received by any subservicer in respect of a Mortgage Loan shall be deemed to have been received by the servicing standard set forth aboveServicer whether or not actually received by it. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered by the Company and the Indenture Trustee, as pledgee of the CollateralTrust, to execute and deliver, on behalf of itself, the Company, the Securityholders and the Indenture Trustee or any of themTrust, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments instruments, with respect to the Mortgage Loans and with respect to the Mortgaged PropertiesProperties and to make deposits to and withdrawals from the Collection Account. The Company, the Indenture Trustee and the CustodianOwner Trustee shall, as applicableupon the written request of a Servicing Officer, shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunderhereunder and consistent with the Indenture Trustee’s internal policies. On the Closing Date, the Company shall deliver to the The Servicer a power of attorney substantially in the form of Exhibit B hereto. If the Mortgage relating to a Mortgage Loan did not have a lien senior on the related Mortgaged Property as of the Cut-Off Date, then the Servicer, in such capacity, capacity may not also consent to the placing of a lien senior to that of the any Mortgage on the related Mortgaged Property. If the Mortgage relating to a Mortgage Loan had a lien senior to the Mortgage Loan on the related Mortgaged Property as of the Cut-Off Date, then the Servicer, in such capacity, may consent to the refinancing of such senior lien; PROVIDED provided that (i) the resulting Combined Loan-to-Value Ratio of such Mortgage Loan is no higher than the Combined Loan-to-Value Ratio prior to such refinancing and (ii) the interest rate for the loan evidencing the refinanced senior lien on the date of such refinancing is no higher than the interest rate on the loan evidencing the existing senior lien immediately prior to the date of such refinancing. The relationship of the Servicer (and of any successor to the Servicer as servicer under this Servicing Agreement) to the Company under this Servicing Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent.:

The Servicer. (a) The Servicer shall service and administer the Mortgage Loans in the same manner as would prudent institutional mortgage lenders servicing comparable mortgage loans for their own account in the jurisdictions where the related Mortgaged Properties are located and in a manner consistent accordance with the terms of this Accepted Servicing Agreement and which shall be normal and usual in its general mortgage servicing activities Practices and shall have full power and authority, acting alone or through a subservicer, authority to do any and all things not inconsistent therewith in connection with such servicing and administration which it may deem necessary or desirable, it being understood, however, that desirable subject to the limitations set forth in this Agreement. The Indenture Trustee shall furnish the Servicer shall at all times remain responsible with any powers of attorney and other documents necessary or appropriate to enable the Company, the Indenture Trustee, as pledgee of the Collateral, Servicer to carry out its servicing and the Securityholders for the performance of its administrative duties and obligations hereunder in accordance with the terms hereof and the servicing standard set forth abovehereunder. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered by the Company and the Indenture Trustee, as pledgee of the Collateral, to execute and deliver, on behalf of itself, the Company, the Securityholders Noteholder and the Indenture Trustee or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments instruments, and to effect such modifications, waivers, indulgences and other like matters as are in its judgment necessary or desirable, with respect to the Mortgage Loans and with respect to the Mortgaged PropertiesProperties and the servicing and administration thereof. The Company, Servicer shall notify the Indenture Trustee and the CustodianNote Insurer of any such waiver, release, discharge, modification, indulgence or other such matter by delivering to the Indenture Trustee and the Note Insurer an Officer's Certificate certifying that such agreement is in compliance with this Section 7.01 together with the original copy of any written agreement or other document executed in connection therewith, all of which written agreements or documents shall, for all purposes, be considered a part of the related Indenture Trustee's Mortgage File to the same extent as applicableall other documents and instruments constituting a part thereof. Notwithstanding anything in this Agreement to the contrary, shall furnish the Servicer shall not permit any modification with respect to any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. On the Closing Date, the Company shall deliver to the Servicer a power of attorney substantially in the form of Exhibit B hereto. If the Mortgage relating to a Mortgage Loan did not have a lien senior on the related Mortgaged Property as of the Cut-Off Date, then the Servicer, in such capacity, may not consent to the placing of a lien senior to that of the Mortgage on the related Mortgaged Property. If the Mortgage relating to a Mortgage Loan had a lien senior to the Mortgage Loan on the related Mortgaged Property as of the Cut-Off Date, then the Servicer, in such capacity, may consent to the refinancing of such senior lien; PROVIDED that unless (i) the resulting Combined Loan-to-Value Ratio modifications do not decrease the Mortgage Interest Rate, reduce or increase the principal balance, decrease the lien priority, increase the current LTV above the lesser of the current LTV or the original LTV, or change the final maturity date on or of such Mortgage Loan is no higher than the Combined Loan-to-Value Ratio prior to such refinancing and (ii) the interest rate for Note Insurer consents to such modifications in writing; provided, however, that the loan evidencing Servicer shall be permitted to extend the refinanced senior lien final maturity date on any Mortgage Loan by 180 days or less without the date of such refinancing is no higher than the interest rate on the loan evidencing the existing senior lien immediately prior to the date of such refinancing. The relationship consent of the Servicer (and of any successor to the Servicer as servicer under this Servicing Agreement) to the Company under this Servicing Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agentNote Insurer.

The Servicer. (a) The Servicer shall service and administer the Mortgage Loans in the same manner as would prudent institutional mortgage lenders servicing comparable mortgage loans for their own account in the jurisdictions where the related Mortgaged Properties are located and in a manner consistent accordance with the terms of this Accepted Servicing Agreement and which shall be normal and usual in its general mortgage servicing activities Practices and shall have full power and authority, acting alone or through a subservicer, authority to do any and all things not inconsistent therewith in connection with such servicing and administration which it may deem necessary or desirable, it being understood, however, that desirable subject to the limitations set forth in this Agreement. The Indenture Trustee shall furnish the Servicer shall at all times remain responsible with any powers of attorney and other documents necessary or appropriate to enable the Company, the Indenture Trustee, as pledgee of the Collateral, Servicer to carry out its servicing and the Securityholders for the performance of its administrative duties and obligations hereunder in accordance with the terms hereof and the servicing standard set forth abovehereunder. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered by the Company and the Indenture Trustee, as pledgee of the Collateral, to execute and deliver, on behalf of itself, the Company, the Securityholders Noteholders and the Indenture Trustee or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments instruments, and to effect such modifications, waivers, indulgences and other like matters as are in its judgment necessary or desirable, with respect to the Mortgage Loans and the Mortgaged Properties and the servicing and administration thereof. The Servicer shall notify the Indenture Trustee of any such waiver, release, discharge, modification, indulgence or other such matter by delivering to the Indenture Trustee an Officer's Certificate certifying that such agreement is in compliance with this Section 5.01 together with the original copy of any written agreement or other document executed in connection therewith, all of which written agreements or documents shall, for all purposes, be considered a part of the related Indenture Trustee's Mortgage File to the same extent as all other documents and instruments constituting a part thereof. Notwithstanding anything in this Agreement to the contrary, the Servicer shall not permit any modification with respect to the Mortgaged Properties. The Company, the Indenture Trustee and the Custodian, as applicable, shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. On the Closing Date, the Company shall deliver to the Servicer a power of attorney substantially in the form of Exhibit B hereto. If the Mortgage relating to a Mortgage Loan did not have a lien senior on the related Mortgaged Property as of the Cut-Off Date, then the Servicer, in such capacity, may not consent to the placing of a lien senior to that of the Mortgage on the related Mortgaged Property. If the Mortgage relating to a Mortgage Loan had a lien senior to the Mortgage Loan on the related Mortgaged Property as of the Cut-Off Date, then the Servicer, in such capacity, may consent to the refinancing of such senior lien; PROVIDED that unless (i) the resulting Combined Loan-to-Value Ratio modifications do not decrease the Mortgage Interest Rate, reduce or increase the principal balance, decrease the lien priority, increase the current LTV above the lessor of the current LTV or the original LTV, or change the final maturity date on or of such Mortgage Loan is no higher than the Combined Loan-to-Value Ratio prior to such refinancing and (ii) the interest rate for Note Insurer consents to such modifications in writing; provided, however, that the loan evidencing Servicer shall be permitted to extend the refinanced senior lien final maturity date on a Mortgage Loan by 180 days or less without the date consent of such refinancing is no higher than the interest rate on the loan evidencing the existing senior lien immediately prior to the date of such refinancingNote Insurer. The relationship of the Servicer (and of any successor to the Servicer as servicer under this Servicing Agreement) to the Company Indenture Trustee under this Servicing Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent.

The Servicer. (a) The Servicer shall service and administer the Mortgage Revolving Credit Loans in the same manner as would prudent institutional mortgage lenders servicing comparable mortgage loans for their own account in the jurisdictions where the related Mortgaged Properties are located and in a manner consistent with the terms of this Servicing Agreement and which shall be normal and usual in its general mortgage servicing activities and shall have full power and authority, acting alone or through a subservicer, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable, it being understood, however, that the Servicer shall at all times remain responsible to the Company, Issuer and the Indenture Trustee, as pledgee of the CollateralRevolving Credit Loans, and the Securityholders for the performance of its duties and obligations hereunder in accordance with the terms hereof and the servicing standard set forth abovehereof. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered by the Company Issuer and the Indenture Trustee, as pledgee of the CollateralRevolving Credit Loans, to execute and deliver, on behalf of itself, the CompanyIssuer, the Securityholders and the Indenture Trustee or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments with respect to the Mortgage Revolving Credit Loans and with respect to the Mortgaged Properties. The CompanyIssuer, the Indenture Trustee and the Custodian, as applicable, shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. In addition, the Servicer may, at its own discretion and on behalf of the Indenture Trustee, obtain credit information in the form of a Credit Score from a credit repository. On the Closing Date, the Company Indenture Trustee shall deliver to the Servicer a limited power of attorney substantially in the form of Exhibit B hereto. If the Mortgage relating to a Mortgage Revolving Credit Loan did not have a lien senior to the Revolving Credit Loan on the related Mortgaged Property as of the Cut-Off off Date, then the Servicer, in such capacity, may not consent to the placing of a lien senior to that of the Mortgage on the related Mortgaged Property. If the Mortgage relating to a Mortgage Revolving Credit Loan had a lien senior to the Mortgage Revolving Credit Loan on the related Mortgaged Property as of the Cut-Off off Date, then the Servicer, in such capacity, may consent to the refinancing of such the prior senior lien; PROVIDED , provided that (i) the resulting Combined Loan-to-Value Ratio of such Mortgage Loan is no higher than the Combined Loan-to-Value Ratio prior to such refinancing and (ii) the interest rate for the loan evidencing the refinanced senior lien on the date of such refinancing is no higher than the interest rate on the loan evidencing the existing senior lien immediately prior to the date of such refinancing. The relationship of the Servicer (and of any successor to the Servicer as servicer under this Servicing Agreement) to the Company under this Servicing Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent.following requirements are met:

The Servicer. (a) The Servicer shall service and administer the Mortgage Loans in the same manner as would prudent institutional mortgage lenders servicing comparable mortgage loans for their own account in the jurisdictions where the related Mortgaged Properties are located and in a manner consistent accordance with the terms of this Accepted Servicing Agreement and which shall be normal and usual in its general mortgage servicing activities Practices and shall have full power and authority, acting alone or through a subservicer, authority to do any and all things not inconsistent therewith in connection with such servicing and administration which it may deem necessary or desirable, it being understood, however, that the Servicer shall at all times remain responsible desirable subject to the Company, the Indenture Trustee, as pledgee of the Collateral, and the Securityholders for the performance of its duties and obligations hereunder in accordance with the terms hereof and the servicing standard limitations set forth above. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered by the Company and the Indenture Trustee, as pledgee of the Collateral, to execute and deliver, on behalf of itself, the Company, the Securityholders and the Indenture Trustee or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments with respect to the Mortgage Loans and with respect to the Mortgaged Propertiesin this Agreement. The Company, the Indenture Trustee and the Custodian, as applicable, shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. On Without limiting the Closing Dategenerality of the foregoing, the Company Servicer shall deliver continue, and is hereby authorized and empowered by the Trustee, to execute and deliver, on behalf of itself, the Certificateholders and the Trustee or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, and to effect such modifications, waivers, indulgences and other like matters as are in its judgment necessary or desirable, with respect to the Mortgage Loans and the Mortgaged Properties and the servicing and administration thereof. The Servicer shall notify the Trustee of any such waiver, release, discharge, modification, indulgence or other such matter by delivering to the Trustee an Officer's Certificate certifying that such agreement is in compliance with this Section 5.1 together with the original copy of any written agreement or other document executed in connection therewith, all of which written agreements or documents shall, for all purposes, be considered a power part of attorney substantially the related Mortgage File to the same extent as all other documents and instruments constituting a part thereof. Notwithstanding anything in this Agreement to the form of Exhibit B hereto. If contrary, the Servicer shall not permit any modification with respect to any Mortgage Loan that would change the Mortgage relating to a Interest Rate, reduce or increase the principal balance, change the lien priority, or change the final maturity date on or of such Mortgage Loan did not have a lien senior on unless (i) the related Mortgaged Property as of the Cut-Off Date, then the Servicer, Mortgagor is in such capacity, may not consent to the placing of a lien senior to that of the Mortgage on the related Mortgaged Property. If the Mortgage relating to a Mortgage Loan had a lien senior default with respect to the Mortgage Loan on or such default is, in the related Mortgaged Property as judgment of the Cut-Off Date, then the Servicer, in imminent and such capacity, may consent to the refinancing of such senior lien; PROVIDED that (i) the resulting Combined Loan-to-Value Ratio of such Mortgage Loan is no higher than the Combined Loan-to-Value Ratio prior to such refinancing modification would not be considered a Prohibited Transaction and (ii) the interest rate for Certificate Insurer consents to such modifications in writing; provided, however, that the loan evidencing Servicer shall be permitted to extend the refinanced senior lien final maturity date on a Mortgage Loan by 180 days or less without the consent of the Certificate Insurer so long as the final maturity date of such refinancing is no higher than not extended beyond the interest rate on the loan evidencing the existing senior lien immediately prior to the date of such refinancingClass A Final Scheduled Maturity Date. The relationship of the Servicer (and of any successor to the Servicer as servicer under this Servicing Agreement) to the Company Trustee under this Servicing Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent. The Servicer shall not alter its servicing and collection procedures relating to the Mortgage Loans in any material respect without the prior written consent of the Certificate Insurer. The Servicer shall make any Mortgage Interest Rate adjustments on each Interest Adjustment Date in compliance with applicable regulatory adjustable mortgage loan requirements and the Mortgage Notes. The Servicer shall establish procedures to monitor the Interest Adjustment Dates in order to assure that it uses a published interest rate in determining an interest rate change, and it will comply with those procedures. In the event a published interest rate is no longer available, the Servicer shall choose a new comparable published interest rate in accordance with the provisions hereof, of the applicable Mortgage Note and of Accepted Servicing Practices, and shall provide the Mortgagor, the Trustee and the Certificate Insurer with notice of the new published interest rate sufficient under law and the Mortgage Note. The Servicer shall execute and deliver all appropriate notices required by the applicable adjustable mortgage loan laws and regulations and the Mortgage Loan documents regarding such Mortgage Interest Rate adjustments. If the Servicer fails to make a timely Mortgage Interest Rate adjustment in accordance with the terms of the related Mortgage Notes, the Servicer shall use its own funds to satisfy any shortage in the Mortgagor's remittance so long as such shortage shall continue; any such amount paid by the Servicer shall be reimbursable to it from any subsequent amounts collected on account of the related Mortgage Loan with respect to such adjustments. It is intended that the Trust 1A REMIC shall constitute, and that the affairs of Trust 1A shall be conducted so as to qualify it as, a "real estate mortgage investment conduit" ("REMIC") as defined in and in accordance with the REMIC Provisions. In furtherance of such intentions, the Servicer covenants and agrees that it shall not take any action or omit to take any action reasonably within the Servicer's control and the scope of its duties more specifically set forth herein that would (i) result in a taxable event to the Holders of the Certificates of Trust 1A or endanger the REMIC status of the Trust 1A REMIC or (ii) result in the imposition on the Trust 1A REMIC of a tax on "prohibited transactions" (either clause (i) or (ii) shall be an "Adverse REMIC Event.") The Servicer shall not take any action or fail to take any action (whether or not authorized hereunder) as to which the Trustee has advised it in writing that it has received an Opinion of Counsel to the effect that an Adverse REMIC Event could occur with respect to such action, and the Servicer shall have no liability hereunder for any action taken by it in accordance with the written instruments of the Trustee. In addition, prior to taking any action with respect to the Trust 1A REMIC that is not expressly permitted under the terms of this Agreement, the Servicer will consult with the Trustee or its designee and the Certificate Insurer, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur. The Trustee may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action not permitted by this Agreement. At all times as may be required by the Code, the Servicer shall use its best efforts to ensure that substantially all of the assets of the Trust 1A REMIC will consist of "qualified mortgages" as defined in Section 860G(a)(3) of the Code and "permitted investments" as defined in Section 860G(a)(5) of the Code. In the event any specified time period or other requirement set forth in this Agreement in respect of compliance with the REMIC Provisions becomes inconsistent with the REMIC Provisions as the same may be amended, such specified time period or other requirement shall also be deemed amended to comply with the requirements of this Section, unless such amended time period or other requirements shall be less protective of the interests of the Certificateholders of Trust 1A and the Certificate Insurer, in which case, to the extent consistent with the REMIC Provisions, the former time period or requirement shall continue in force.

The Servicer. (a) The Servicer shall service and administer the Mortgage Loans in a manner generally consistent with the same manner as would prudent institutional mortgage lenders servicing comparable mortgage loans for their own account in terms of the jurisdictions where the related Mortgaged Properties are located Program Guide and in a manner consistent with the terms of this Servicing Agreement and which that shall be normal and usual in its general mortgage servicing activities and consistent with the manner in which it services all other Mortgage Loans in its servicing portfolio with characteristics similar to those of the Mortgage Loans. The Servicer shall have full power and authority, acting alone or through a subservicerSubservicer, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable, it being understood, however, that the Servicer shall at all times remain responsible to the Company, Issuer and the Indenture Trustee, as pledgee of the CollateralMortgage Loans, and the Securityholders for the performance of its duties and obligations hereunder in accordance with the terms hereof and the servicing standard set forth aboveProgram Guide. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered by the Company Issuer and the Indenture Trustee, as pledgee of the CollateralMortgage Loans, to execute and deliver, on behalf of itself, the CompanyIssuer, the Securityholders and the Indenture Trustee or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments with respect to the Mortgage Loans and with respect to the Mortgaged Properties. The CompanyIssuer, the Indenture Trustee and the Custodian, as applicable, shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. In addition, the Servicer may, at its own discretion and on behalf of the Indenture Trustee, obtain credit information in the form of a "credit score" from a credit repository. On the Closing Date, the Company Indenture Trustee shall deliver to the Servicer a limited power of attorney substantially in the form of Exhibit B hereto. The Servicer is further authorized and empowered by the Issuer and the Indenture Trustee, on behalf of the Noteholders and the Indenture Trustee, in its own name or in the name of the Subservicer, when the Servicer or the Subservicer, as the case may be, believes it appropriate in its best judgment to register any Mortgage Loan on the MERS(R)System, or cause the removal from the registration of any Mortgage Loan on the MERS(R)System, to execute and deliver, on behalf of the Indenture Trustee and the Noteholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Indenture Trustee and its successors and assigns. Any expenses incurred in connection with the actions described in the preceding sentence shall be borne by the Servicer, with no right of reimbursement. Notwithstanding the foregoing, subject to Section 3.02(a), the Servicer shall not permit any modification with respect to any Mortgage Loan that would both constitute a sale or exchange of such Mortgage Loan within the meaning of Section 1001 of the Code and any proposed, temporary or final regulations promulgated thereunder and cause either REMIC I or REMIC II to fail to qualify as a REMIC under the Code or, except as provided in Section 11.01(f) of the Indenture, cause the imposition of a tax upon either of the REMICs (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code). If the Mortgage relating to a Mortgage Loan did not have a lien Lien senior to the related Mortgage Loan on the related Mortgaged Property as of the related Cut-Off Date, then the Servicer, in such capacity, may not consent to the placing of a lien Lien senior to that of the Mortgage on the related Mortgaged Property. If the Mortgage relating to a Mortgage Loan had a lien Lien senior to the related Mortgage Loan on the related Mortgaged Property as of the related Cut-Off Date, then the Servicer, in such capacity, may not consent to the refinancing of such prior senior lien; PROVIDED that (i) the resulting Combined Loan-to-Value Ratio of such Mortgage Loan is no higher than the Combined Loan-to-Value Ratio prior to such refinancing and (ii) the interest rate for the loan evidencing the refinanced senior lien on the date of such refinancing is no higher than the interest rate on the loan evidencing the existing senior lien immediately prior to the date of such refinancingLien. The relationship of the Servicer (and of any successor to the Servicer as servicer under this Servicing Agreement) to the Company Issuer under this Servicing Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent.

The Servicer. The Trustee shall hold for the benefit of the Certificateholders such of the Eligible Investments as consists of instruments, deposit accounts, negotiable documents, money, goods, letters of credit, and advices of credit in the State of New York. The Trustee shall hold for the benefit of the Certificateholders such of the Eligible Investments as constitutes investment property through a securities intermediary, which securities intermediary shall agree with the Trustee that (a) The Servicer such investment property shall service at all times be credited to a securities account of the Trustee, (b) such securities intermediary shall treat the Trustee as entitled to exercise the rights that comprise each financial asset credited to such securities account, (c) all property credited to such securities account shall be treated as a financial asset, (d) such securities intermediary shall comply with entitlement orders originated by the Trustee without the further consent of any other person or entity, (e) such securities intermediary will not agree with any person or entity other than the Trustee to comply with entitlement orders originated by such other person or entity, (f) such securities accounts and administer the Mortgage Loans property credited thereto shall not be subject to any lien, security interest, or right of set-off in favor of such securities intermediary or anyone claiming through it (other than the Trustee), and (g) such agreement shall be governed by the laws of the State of New York. Terms used in the same manner as would prudent institutional mortgage lenders servicing comparable mortgage loans for their own account preceding sentence that are defined in the jurisdictions where New York UCC and not otherwise defined herein shall have the related Mortgaged Properties are located and meaning set forth in the New York UCC. Except as permitted by this Section 4.02, the Trustee shall not hold Eligible Investments through an agent or a manner consistent with nominee. Funds on deposit in the terms Special Funding Account on any Distribution Date will be invested in Eligible Investments that will mature so that all funds will be available at the close of this Servicing Agreement and which business on the Transfer Date following such Monthly Period. No Eligible Investment shall be normal and usual in disposed of prior to its general mortgage servicing activities and shall have full power and authority, acting alone or through a subservicer, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable, it being understoodmaturity; provided, however, that the Servicer shall Trustee may sell, liquidate or dispose of an Eligible Investment before its maturity, at the written direction of the Servicer, if such sale, liquidation or disposal would not result in a loss of all times remain responsible or part of the principal portion of such Eligible Investment or if, prior to the Companymaturity of such Eligible Investment, a default occurs in the Indenture Trusteepayment of principal, interest or any other amount with respect to such Eligible Investment. Unless directed by the Servicer, funds deposited in the Special Funding Account on a Transfer Date with respect to the next following Distribution Date are not required to be invested overnight. On each Distribution Date, all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Special Funding Account shall be treated as pledgee Collections of Finance Charge Receivables with respect to the last day of the Collateralrelated Monthly Period except as otherwise specified in the related Supplement. Unless otherwise directed by the Servicer, funds on deposit in the Special Funding Account will be withdrawn and paid to the Securityholders for the performance of its duties and obligations hereunder in accordance with the terms hereof and the servicing standard set forth above. Without limiting the generality Holders of the foregoingSeller Interest pro rata on any Distribution Date to the extent that the Seller Amount exceeds the Required Seller Amount on such date. On any Transfer Date on which one or more Series is in an Accumulation Period or Amortization Period, the Servicer shall continuedetermine the aggregate amounts of Principal Shortfalls, and is hereby authorized and empowered by the Company and the Indenture Trusteeif any, as pledgee of the Collateral, to execute and deliver, on behalf of itself, the Company, the Securityholders and the Indenture Trustee or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments with respect to each such Series that is a Principal Sharing Series (after giving effect to the Mortgage Loans allocation and payment provisions in the Supplement with respect to the Mortgaged Properties. The Companyeach such Series), the Indenture Trustee and the Custodian, as applicable, Servicer shall furnish instruct the Servicer with any powers of attorney and other documents necessary or appropriate Trustee to enable the Servicer to carry out its servicing and administrative duties hereunder. On the Closing Date, the Company shall deliver withdraw such amount (up to the Servicer a power of attorney substantially amount on deposit in the form of Exhibit B hereto. If Special Funding Account) from the Mortgage relating to a Mortgage Loan did not have a lien senior Special Funding Account on the succeeding Distribution Date and allocate such amount among each such Series as specified in each related Mortgaged Property as of Supplement; provided, however, that funds shall only be withdrawn from the Cut-Off Date, then the Servicer, in such capacity, may not consent to the placing of a lien senior to that of the Mortgage on the related Mortgaged Property. If the Mortgage relating to a Mortgage Loan had a lien senior to the Mortgage Loan on the related Mortgaged Property as of the Cut-Off Date, then the Servicer, in such capacity, may consent to the refinancing of such senior lien; PROVIDED that (i) the resulting Combined Loan-to-Value Ratio of such Mortgage Loan is no higher than the Combined Loan-to-Value Ratio prior Special Funding Account for allocation to such refinancing and (ii) Principal Shortfalls. For purposes of determining the interest rate availability of funds or the balances in the Special Funding Account for the loan evidencing the refinanced senior lien on the date of such refinancing is no higher than the interest rate on the loan evidencing the existing senior lien immediately prior to the date of such refinancing. The relationship of the Servicer (and of any successor to the Servicer as servicer reason under this Servicing Agreement) to the Company under this Servicing Agreement is intended by the parties , all investment earnings net of investment expenses and losses on such funds shall be deemed not to be that of an independent contractor and not that of a joint venturer, partner available or agenton deposit.

The Servicer. (a) The Servicer shall service and administer the Mortgage Loans in the same manner as would prudent institutional mortgage lenders servicing comparable mortgage loans for their own account in the jurisdictions where the related Mortgaged Properties are located and in a manner consistent with the terms of this Servicing Agreement and which shall be normal and usual in its general mortgage servicing activities and shall have full power and authority, acting alone or through a subservicer, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable, it being understood, howeverhow ever, that the Servicer shall at all times remain responsible to the Company, the Indenture Trustee, as pledgee of the Mortgage Collateral, and the Securityholders for the performance of its duties and obligations hereunder in accordance with the terms hereof and the servicing standard set forth above. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered by the Company and the Indenture Trustee, as pledgee of the Mortgage Collateral, to execute and deliver, on behalf of itself, the Company, the Securityholders and the Indenture Trustee or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments with respect to the Mortgage Loans and with respect to the Mortgaged Properties. The Company, the Indenture Trustee and the Custodian, as applicable, shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. On the Closing Date, the Company shall deliver to the Servicer a power of attorney substantially in the form of Exhibit B hereto. If the Mortgage relating to a Mortgage Loan did not have a lien senior on the related Mortgaged Property as of the Cut-Off Date, then the Servicer, in such capacity, may not consent to the placing of a lien senior to that of the Mortgage on the related Mortgaged Property. If the Mortgage relating to a Mortgage Loan had a lien senior to the Mortgage Loan on the related Mortgaged Property as of the Cut-Off Date, then the Servicer, in such capacity, may consent to the refinancing of such senior lien; PROVIDED provided that (i) the resulting Combined Loan-to-Value Ratio of such Mortgage Loan is no higher than the Combined Loan-to-Value Ratio prior to such refinancing and (ii) the interest rate for the loan evidencing the refinanced senior lien on the date of such refinancing is no higher than the interest rate on the loan evidencing the existing senior lien immediately prior to the date of such refinancing. The relationship of the Servicer (and of any successor to the Servicer as servicer under this Servicing Agreement) to the Company under this Servicing Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent.

The Servicer. (a) The Servicer shall service and administer the Mortgage Loans in the same manner as would prudent institutional mortgage lenders servicing comparable mortgage loans for their own account in the jurisdictions where the related Mortgaged Properties are located and in a manner consistent with the terms of this Servicing Agreement and which shall be normal and usual in its with general mortgage servicing activities industry practice and shall have full power and authority, acting alone or through a subservicer, authority to do any and all things in connection with such servicing and administration which it may deem necessary or desirable, it being understood, however, that the Servicer shall at all times remain responsible to the Company, the Indenture Trustee, as pledgee of the Collateral, Trustee and the Securityholders Noteholders for the performance of its duties and obligations hereunder in accordance with the terms hereof and hereof. Any amounts received by the servicing standard set forth aboveServicer in respect of a Mortgage Loan shall be deemed to have been received by the Servicer whether or not actually received by it. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered by the Company and the Indenture Trustee, as pledgee (i) in its own name, when the Servicer believes it appropriate in its best judgment to register any Mortgage Loan on the MERS(R) System, or cause the removal from the registration of any Mortgage Loan on the MERS(R) System, to execute and deliver, on behalf of the CollateralOwner Trustee, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Owner Trustee and its successors and assigns, and (ii) to execute and deliver, on behalf of itself, the Company, the Securityholders Noteholders and the Indenture Trustee or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Properties. The CompanyUpon the written request of the Servicer, the Seller and the Indenture Trustee and the Custodian, as applicable, shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. On the Closing Date, the Company shall deliver to the The Servicer a power of attorney substantially in the form of Exhibit B hereto. If the Mortgage relating to a Mortgage Loan did not have a lien senior on the related Mortgaged Property as of the Cut-Off Date, then the Servicer, in such capacity, capacity may not also consent to the placing of a proposed lien senior to that of the Mortgage on the related Mortgaged Property. If the Mortgage relating to , provided that such proposed lien is not secured by a Mortgage Loan had a lien senior to the Mortgage Loan on the related Mortgaged Property as of the Cut-Off Date, then the Servicer, in such capacity, may consent to the refinancing of such senior lien; PROVIDED that (i) the resulting Combined Loan-to-Value Ratio of such Mortgage Loan is no higher than the Combined Loan-to-Value Ratio prior to such refinancing and (ii) the interest rate note providing for the loan evidencing the refinanced senior lien on the date of such refinancing is no higher than the interest rate on the loan evidencing the existing senior lien immediately prior to the date of such refinancing. The relationship of the Servicer (and of any successor to the Servicer as servicer under this Servicing Agreement) to the Company under this Servicing Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent.negative amortization and:

The Servicer. (a) The Servicer is hereby authorized to act as agent for the Trust and in such capacity shall manage, service, administer and make collections on the Mortgage Loans and perform the other actions under this Agreement. The Servicer shall service and administer the Mortgage Loans in the same manner as would prudent institutional mortgage lenders servicing comparable mortgage loans for their own account in the jurisdictions where the related Mortgaged Properties are located and in a manner consistent with the terms of this Servicing Agreement and which shall be normal and usual in its with general mortgage servicing activities industry practice and shall have full power and authority, acting alone or through a subservicer, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable, it being understood, however, that the Servicer shall at all times remain responsible to the Company, the Indenture Trustee, as pledgee of the CollateralBondholders, the Residual Certificateholders and the Securityholders Insurer for the performance of its duties and obligations hereunder in accordance with the terms hereof and hereof. Any amounts received by any subservicer in respect of a Mortgage Loan shall be deemed to have been received by the servicing standard set forth aboveServicer whether or not actually received by it. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered by the Company and the Indenture Trustee, as pledgee of the CollateralTrust, to execute and deliver, on behalf of itself, the Company, the Securityholders and the Indenture Trustee or any of themTrust, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments instruments, with respect to the Mortgage Loans and with respect to the Mortgaged PropertiesProperties and to make deposits to and withdrawals from the Collection Account. The Company, the Indenture Trustee and the CustodianOwner Trustee shall, as applicableupon the written request of a Servicing Officer, shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunderhereunder and consistent with the Indenture Trustee's internal policies. On the Closing Date, the Company shall deliver to the The Servicer a power of attorney substantially in the form of Exhibit B hereto. If the Mortgage relating to a Mortgage Loan did not have a lien senior on the related Mortgaged Property as of the Cut-Off Date, then the Servicer, in such capacity, capacity may not also consent to the placing of a lien senior to that of the any Mortgage on the related Mortgaged Property. If the Mortgage relating to a Mortgage Loan had a lien senior to the Mortgage Loan on the related Mortgaged Property as of the Cut-Off Date, then the Servicer, in such capacity, may consent to the refinancing of such senior lien; PROVIDED that (i) the resulting Combined Loan-to-Value Ratio of such Mortgage Loan is no higher than the Combined Loan-to-Value Ratio prior to such refinancing and (ii) the interest rate for the loan evidencing the refinanced senior lien on the date of such refinancing is no higher than the interest rate on the loan evidencing the existing senior lien immediately prior to the date of such refinancing. The relationship of the Servicer (and of any successor to the Servicer as servicer under this Servicing Agreement) to the Company under this Servicing Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent.provided that

The Servicer. (a) The Servicer shall service and administer the Mortgage Loans in the same manner as would prudent institutional mortgage lenders servicing comparable mortgage loans for their own account in the jurisdictions where the related Mortgaged Properties are located and in a manner consistent with the terms of this Servicing Agreement and which shall be normal and usual in its general mortgage servicing activities and shall have full power and authority, acting alone or through a subservicer, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable, it being understood, howeverhow ever, that the Servicer shall at all times remain responsible to the Company, the Indenture Trustee, as pledgee of the Mortgage Collateral, and the Securityholders for the performance of its duties and obligations hereunder in accordance with the terms hereof and the servicing standard set forth above. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered by the Company and the Indenture Trustee, as pledgee of the Mortgage Collateral, to execute and deliver, on behalf of itself, the Company, the Securityholders and the Indenture Trustee or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments with respect to the Mortgage Loans and with respect to the Mortgaged Properties. The Company, the Indenture Trustee and the Custodian, as applicable, shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. On the Closing Date, the Company shall deliver to the Servicer a power of attorney substantially in the form of Exhibit B hereto. If the Mortgage relating to a Mortgage Loan did not have a lien senior on the related Mortgaged Property as of the Cut-Off Date, then the Servicer, in such capacity, may not consent to the placing of a lien senior to that of the Mortgage on the related Mortgaged Property. If the Mortgage relating to a Mortgage Loan had a lien senior to the Mortgage Loan on the related Mortgaged Mort gaged Property as of the Cut-Off Date, then the Servicer, in such capacity, may consent to the refinancing of such senior lien; PROVIDED provided that (i) the resulting Combined Loan-to-Value Ratio of such Mortgage Loan is no higher than the Combined Loan-to-Value Ratio prior to such refinancing and (ii) the interest rate for the loan evidencing the refinanced senior lien on the date of such refinancing is no higher than the interest rate on the loan evidencing the existing senior lien immediately prior to the date of such refinancing. The relationship of the Servicer (and of any successor to the Servicer as servicer under this Servicing Agreement) to the Company under this Servicing Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent.

The Servicer. (a) The Servicer shall service and administer the Mortgage Loans in the same manner as would prudent institutional mortgage lenders servicing comparable mortgage loans for their own account in the jurisdictions where the related Mortgaged Properties are located and in a manner consistent with the terms of this Servicing Agreement and which shall be normal and usual in its general mortgage servicing activities and shall have full power and authority, acting alone or through a subservicer, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable, it being understood, howeverhow ever, that the Servicer shall at all times remain responsible to the CompanyDepositor, the Indenture Trustee, as pledgee of the Mortgage Collateral, and the Securityholders for the performance of its duties and obligations hereunder in accordance with the terms hereof and the servicing standard set forth above. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered by the Company Depositor and the Indenture Trustee, as pledgee of the Mortgage Collateral, to execute and deliver, on behalf of itself, the CompanyDepositor, the Securityholders and the Indenture Trustee or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments with respect to the Mortgage Loans and with respect to the Mortgaged Properties. The CompanyDepositor, the Indenture Trustee and the Custodian, as applicable, shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. On the Closing Date, the Company Depositor shall deliver to the Servicer a power of attorney substantially in the form of Exhibit B hereto. If the Mortgage relating to a Mortgage Loan did not have a lien senior on the related Mortgaged Property as of the Cut-Off Date, then the Servicer, in such capacity, may not consent to the placing of a lien senior to that of the Mortgage on the related Mortgaged Property. If the Mortgage relating to a Mortgage Loan had a lien senior to the Mortgage Loan on the related Mortgaged Property as of the Cut-Off Date, then the Servicer, in such capacity, may consent to the refinancing of such senior lien; PROVIDED that (i) the resulting Combined Loan-to-Value Ratio of such Mortgage Loan is no higher than the Combined Loan-to-Value Ratio prior to such refinancing and (ii) the interest rate for the loan evidencing the refinanced senior lien on the date of such refinancing is no higher than the interest rate on the loan evidencing the existing senior lien immediately prior to the date of such refinancing. The relationship of the Servicer (and of any successor to the Servicer as servicer under this Servicing Agreement) to the Company Depositor under this Servicing Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent.

The Servicer. (a) The Servicer shall service and administer the Mortgage Loans in a manner generally consistent with the same manner as would prudent institutional mortgage lenders servicing comparable mortgage loans for their own account in terms of the jurisdictions where the related Mortgaged Properties are located Program Guide and in a manner consistent with the terms of this Servicing Agreement and which that shall be normal and usual in its general mortgage servicing activities and consistent with the manner in which it services all other Mortgage Loans in its servicing portfolio with characteristics similar to those of the Mortgage Loans. The Servicer shall have full power and authority, acting alone or through a subservicerSubservicer, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable, it being understood, however, that the Servicer shall at all times remain responsible to the Company, Issuer and the Indenture Trustee, as pledgee of the CollateralMortgage Loans, and the Securityholders for the performance of its duties and obligations hereunder in accordance with the terms hereof and the servicing standard set forth aboveProgram Guide. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered by the Company Issuer and the Indenture Trustee, as pledgee of the CollateralMortgage Loans, to execute and deliver, on behalf of itself, the CompanyIssuer, the Securityholders and the Indenture Trustee or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments with respect to the Mortgage Loans and with respect to the Mortgaged Properties. The CompanyIssuer, the Indenture Trustee and the Custodian, as applicable, shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. In addition, the Servicer may, at its own discretion and on behalf of the Indenture Trustee, (i) perform services such as appraisals and brokerage services that are customarily provided by Persons other than servicers of mortgage loans, and shall be entitled to reasonable compensation therefor in accordance with Section 3.03 and (ii) obtain credit information in the form of a “credit score” from a credit repository. On the Closing Date, the Company Indenture Trustee shall deliver to the Servicer a limited power of attorney substantially in the form of Exhibit B hereto. If The Servicer is further authorized and empowered by the Mortgage relating to a Mortgage Loan did not have a lien senior Issuer and the Indenture Trustee, on the related Mortgaged Property as behalf of the Cut-Off Date, then Noteholders and the ServicerIndenture Trustee, in such capacity, may not consent to its own name or in the placing of a lien senior to that name of the Mortgage on Subservicer, when the related Mortgaged Property. If Servicer or the Mortgage relating Subservicer, as the case may be, believes it appropriate in its best judgment to a Mortgage Loan had a lien senior to the register any Mortgage Loan on the related Mortgaged Property as MERS® System, or cause the removal from the registration of any Mortgage Loan on the MERS® System, to execute and deliver, on behalf of the CutIndenture Trustee and the Noteholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-Off Daterecording of a Mortgage in the name of MERS, then solely as nominee for the Indenture Trustee and its successors and assigns. The Indenture Trustee shall have no ongoing responsibility to check the status of the Mortgage Loans on the MERS® System. Any expenses incurred in connection with the actions described in the preceding sentence shall be borne by the Servicer, with no right of reimbursement. All costs incurred by the Servicer or by Subservicers in such capacity, may consent effecting the timely payment of taxes and assessments on the properties subject to the refinancing Mortgage Loans shall not, for the purpose of such senior lien; PROVIDED calculating monthly distributions to the Noteholders, be added to the amount owing under the related Mortgage Loans, notwithstanding that (i) the resulting Combined Loan-to-Value Ratio terms of such Mortgage Loan is no higher than so permit, and such costs shall be recoverable to the Combined Loanextent permitted by Section 3.03. The Servicer may enter into one or more agreements in connection with the offering of mortgage-to-Value Ratio prior to such refinancing and (ii) backed notes evidencing interests in one or more of the interest rate Notes providing for the loan evidencing payment by the refinanced senior lien on Servicer of amounts received by the date Servicer as servicing compensation hereunder, which payment obligation will thereafter be an obligation of such refinancing is no higher than the interest rate on the loan evidencing the existing senior lien immediately prior to the date of such refinancingServicer hereunder. The relationship of the Servicer (and of any successor to the Servicer as servicer under this Servicing Agreement) to the Company Issuer under this Servicing Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent.

The Servicer. (a) The Servicer shall service and administer the Mortgage Loans in a manner generally consistent with the same manner as would prudent institutional mortgage lenders servicing comparable mortgage loans for their own account in terms of the jurisdictions where the related Mortgaged Properties are located Program Guide and in a manner consistent with the terms of this Servicing Agreement and which that shall be normal and usual in its general mortgage servicing activities and consistent with the manner in which it services all other Mortgage Loans in its servicing portfolio with characteristics similar to those of the Mortgage Loans. The Servicer shall have full power and authority, acting alone or through a subservicerSubservicer, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable, it being understood, however, that the Servicer shall at all times remain responsible to the Company, Issuer and the Indenture Trustee, as pledgee of the CollateralMortgage Loans, and the Securityholders for the performance of its duties and obligations hereunder in accordance with the terms hereof and the servicing standard set forth aboveProgram Guide. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered by the Company Issuer and the Indenture Trustee, as pledgee of the CollateralMortgage Loans, to execute and deliver, on behalf of itself, the CompanyIssuer, the Securityholders and the Indenture Trustee or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments with respect to the Mortgage Loans and with respect to the Mortgaged Properties. The CompanyIssuer, the Indenture Trustee and the Custodian, as applicable, shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. In addition, the Servicer may, at its own discretion and on behalf of the Indenture Trustee, obtain credit information in the form of a "credit score" from a credit repository. On the Closing Date, the Company Indenture Trustee shall deliver to the Servicer a limited power of attorney substantially in the form of Exhibit B hereto. If The Servicer is further authorized and empowered by the Issuer and the Indenture Trustee, on behalf of the Noteholders and the Indenture Trustee, in its own name or in the name of the Subservicer, when the Servicer or the Subservicer, as the case may be, believes it appropriate in its best judgment to register any Mortgage Loan on the MERS® System, or cause the removal from the registration of any Mortgage Loan on the MERS® System, to execute and deliver, on behalf of the Indenture Trustee and the Noteholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Indenture Trustee and its successors and assigns. The Indenture Trustee shall have no ongoing responsibility to check the status of the Mortgage relating Loans on the MERS® System. Any expenses incurred in connection with the actions described in the preceding sentence shall be borne by the Servicer, with no right of reimbursement. Subject to a Section 3.15, if the Mortgage Loan did not have a lien Lien senior to the related Mortgage Loan on the related Mortgaged Property as of the related Cut-Off Date, then the Servicer, in such capacity, may not consent to the placing of a lien Lien senior to that of the Mortgage on the related Mortgaged Property. If Subject to Section 3.15, if the Mortgage relating to a Mortgage Loan had a lien Lien senior to the related Mortgage Loan on the related Mortgaged Property as of the related Cut-Off Date, then the Servicer, in such capacity, may not consent to the refinancing of such prior senior lienLien; PROVIDED that unless (i) the resulting Combined Loan-to-Value Ratio CLTV of such Mortgage Loan is no higher than the Combined Loan-to-Value Ratio greater of the CLTV prior to such refinancing or a 70% CLTV (or a 80% CLTV for those borrowers with a FICO "credit score" of 720 or greater) and (ii) the interest rate for the loan evidencing the refinanced senior lien on the date of such refinancing Lien is no higher than the interest rate on the loan evidencing the existing senior lien Lien immediately prior to the date of such refinancingrefinancing (meaning, in the case of an adjustable rate loan, a substantially similar index and a gross margin no higher than that of the existing senior Lien); provided, however, that if the loan evidencing the existing senior Lien prior to the date of refinancing is an adjustable rate loan and the loan evidencing the refinanced senior Lien is a fixed rate loan, then the interest rate on the loan evidencing the refinanced senior Lien may be up to 2.0% higher than the then-current mortgage rate of the loan evidencing the existing senior Lien and (iii) the loan evidencing the refinanced senior Lien is not subject to negative amortization. In connection with servicing the Mortgage Loans, the Servicer may take reasonable actions to encourage or effect the termination of Loan Agreements that have become dormant. The relationship of the Servicer (and of any successor to the Servicer as servicer under this Servicing Agreement) to the Company Issuer under this Servicing Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent.

The Servicer. (a) The Servicer shall service and administer the Mortgage Loans in a manner generally consistent with the same manner as would prudent institutional mortgage lenders servicing comparable mortgage loans for their own account in terms of the jurisdictions where the related Mortgaged Properties are located Program Guide and in a manner consistent with the terms of this Servicing Agreement and which that shall be normal and usual in its general mortgage servicing activities and consistent with the manner in which it services all other Mortgage Loans in its servicing portfolio with characteristics similar to those of the Mortgage Loans. The Servicer shall have full power and authority, acting alone or through a subservicerSubservicer, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable, it being understood, however, that the Servicer shall at all times remain responsible to the Company, Issuer and the Indenture Trustee, as pledgee of the CollateralMortgage Loans, and the Securityholders for the performance of its duties and obligations hereunder in accordance with the terms hereof and the servicing standard set forth aboveProgram Guide. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered by the Company Issuer and the Indenture Trustee, as pledgee of the CollateralMortgage Loans, to execute and deliver, on behalf of itself, the CompanyIssuer, the Securityholders and the Indenture Trustee or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments with respect to the Mortgage Loans and with respect to the Mortgaged Properties. The CompanyIssuer, the Indenture Trustee and the Custodian, as applicable, shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. In addition, the Servicer may, at its own discretion and on behalf of the Indenture Trustee, obtain credit information in the form of a "credit score" from a credit repository. On the Closing Date, the Company Indenture Trustee shall deliver to the Servicer a limited power of attorney substantially in the form of Exhibit B hereto. If The Servicer is further authorized and empowered by the Issuer and the Indenture Trustee, on behalf of the Noteholders and the Indenture Trustee, in its own name or in the name of the Subservicer, when the Servicer or the Subservicer, as the case may be, believes it appropriate in its best judgment to register any Mortgage Loan on the MERS(R)System, or cause the removal from the registration of any Mortgage Loan on the MERS(R)System, to execute and deliver, on behalf of the Indenture Trustee and the Noteholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Indenture Trustee and its successors and assigns. The Indenture Trustee shall have no ongoing responsibility to check the status of the Mortgage relating Loans on the MERS(R)System. Any expenses incurred in connection with the actions described in the preceding sentence shall be borne by the Servicer, with no right of reimbursement. Subject to a Section 3.15, if the Mortgage Loan did not have a lien Lien senior to the related Mortgage Loan on the related Mortgaged Property as of the related Cut-Off Date, then the Servicer, in such capacity, may not consent to the placing of a lien Lien senior to that of the Mortgage on the related Mortgaged Property. If Subject to Section 3.15, if the Mortgage relating to a Mortgage Loan had a lien Lien senior to the related Mortgage Loan on the related Mortgaged Property as of the related Cut-Off Date, then the Servicer, in such capacity, may not consent to the refinancing of such prior senior lienLien; PROVIDED that unless (i) the resulting Combined Loan-to-Value Ratio CLTV of such Mortgage Loan is no higher than the Combined Loan-to-Value Ratio greater of the CLTV prior to such refinancing or a 70% CLTV (or a 80% CLTV for those borrowers with a FICO "credit score" of 720 or greater) and (ii) the interest rate for the loan evidencing the refinanced senior lien on the date of such refinancing Lien is no higher than the interest rate on the loan evidencing the existing senior lien Lien immediately prior to the date of such refinancingrefinancing (meaning, in the case of an adjustable rate loan, a substantially similar index and a gross margin no higher than that of the existing senior Lien); provided, however, that if the loan evidencing the existing senior Lien prior to the date of refinancing is an adjustable rate loan and the loan evidencing the refinanced senior Lien is a fixed rate loan, then the interest rate on the loan evidencing the refinanced senior Lien may be up to 2.0% higher than the then-current mortgage rate of the loan evidencing the existing senior Lien and (iii) the loan evidencing the refinanced senior Lien is not subject to negative amortization. The Servicer may also, without prior approval of the Rating Agencies or the Credit Enhancer, increase the Credit Limits on the HELOCs (a "Credit Limit Increase"), provided that (i) a new appraisal is obtained, (ii) the new Combined Loan-to-Value Ratio of any such HELOC after giving effect to such increase is less than or equal to the Combined Loan-to-Value Ratio of the HELOC as of the Cut-off Date, (iii) the Servicer receives verbal verification of employment of the related Mortgagor and (iv) the payment history of the related Mortgagor is within the underwriting parameters of the Program Guide. In addition, the Servicer may increase the Credit Limits on HELOCs without obtaining new appraisals provided that clauses (iii) and (iv) of the preceding sentence are satisfied, the Combined Loan-to-Value Ratio of the HELOC following the Credit Limit Increase will be limited to 100% and at no time shall the aggregate Loan Balance of such HELOCs exceed 5% of the current Pool Balance for the HELOCs; provided, further, however, that for HELOCs with original Combined Loan-to-Value Ratios in excess of 80%, the Combined Loan-to-Value Ratio resulting from such Credit Limit Increase must be less than or equal to the original Combined Loan-to-Value Ratio and at no time shall the aggregate Loan Balance of such HELOCs exceed 5% of the current Pool Balance for the HELOCs. In connection with servicing the HELOCs, the Servicer may take reasonable actions to encourage or effect the termination of Mortgage Notes that have become dormant. The relationship of the Servicer (and of any successor to the Servicer as servicer under this Servicing Agreement) to the Company Issuer under this Servicing Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent.

The Servicer. (a) The Servicer shall service and ------------ administer the Mortgage Loans in on behalf of the same manner as would prudent institutional mortgage lenders servicing comparable mortgage loans for their own account in the jurisdictions where the related Mortgaged Properties are located and in a manner consistent with the terms of this Servicing Agreement and which shall be normal and usual in its general mortgage servicing activities Trustee and shall have full power and authority, acting alone or through a subservicerone or more subservicers, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable, it being understood, however, that the Servicer shall at all times remain responsible to the Company, the Indenture Trustee, as pledgee of the Collateral, and the Securityholders for the performance of its duties and obligations hereunder in accordance with the terms hereof and the servicing standard set forth above. Without limiting the generality of the foregoing, the Servicer shall continueServicer, in its own name or the name of a subservicer, may, and is hereby authorized and empowered by the Company and the Indenture TrusteeTrustee to, as pledgee of the Collateral, to execute and deliver, on behalf of itself, the Company, the Securityholders Certificateholders and the Indenture Trustee or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments instruments, with respect to the Mortgage Loans Loans, the insurance policies and with respect accounts related thereto and the properties subject to the Mortgaged PropertiesMortgages. The CompanyUpon the execution and delivery of this Agreement, and from time to time as may be required thereafter, the Indenture Trustee and the Custodian, as applicable, shall furnish the Servicer or its subservicers with any powers of attorney and such other documents as may be necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. On In servicing and administering the Closing DateMortgage Loans, the Company Servicer shall deliver employ procedures consistent with Accepted Servicing Practices and in a manner consistent with recovery under any insurance policy required to be maintained by the Servicer pursuant to this Agreement. Costs incurred by the Servicer in effectuating the timely payment of taxes and assessments on the property securing a Mortgage Note and foreclosure costs may be added by the Servicer to the Servicer a power amount owing under such Mortgage Note where the terms of attorney substantially in such Mortgage Note so permit; provided, however, that the form -------- ------- addition of Exhibit B hereto. If any such cost shall not be taken into account for purposes of calculating the Mortgage relating to a Mortgage Loan did not have a lien senior on the related Mortgaged Property as of the Cut-Off Date, then the Servicer, in such capacity, may not consent to the placing of a lien senior to that principal amount of the Mortgage Note and Mortgage Loan, the Monthly Payments on the related Mortgaged Property. If the Mortgage relating to a Note and Mortgage Loan had a lien senior or distributions to the Mortgage Loan on the related Mortgaged Property as of the Cut-Off Date, then the Servicer, in such capacity, may consent be made to the refinancing of such senior lien; PROVIDED that (i) the resulting Combined Loan-to-Value Ratio of such Mortgage Loan is no higher than the Combined Loan-to-Value Ratio prior to such refinancing and (ii) the interest rate for the loan evidencing the refinanced senior lien on the date of such refinancing is no higher than the interest rate on the loan evidencing the existing senior lien immediately prior to the date of such refinancingCertificateholders. The relationship of Such costs shall be recoverable by the Servicer (and of any successor pursuant to the Servicer as servicer under this Servicing Agreement) to the Company under this Servicing Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agentSection 3.04.

The Servicer. (a) The Servicer is hereby authorized to act as agent for the Trust and in such capacity shall manage, service, administer and make collections on the Mortgage Loans and perform the other actions under this Agreement. The Servicer shall service and administer the Mortgage Loans in the same manner as would prudent institutional mortgage lenders servicing comparable mortgage loans for their own account in the jurisdictions where the related Mortgaged Properties are located and in a manner consistent with the terms of this Servicing Agreement and which shall be normal and usual in its with general mortgage servicing activities industry practice and shall have full power and authority, acting alone or through a subservicer, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable, it being understood, however, that the Servicer shall at all times remain responsible to the Company, the Indenture Trustee, as pledgee of the CollateralNoteholders, the and the Securityholders Class S Certificateholders, the Residual Certificateholders and the Insurer for the performance of its duties and obligations hereunder in accordance with the terms hereof and hereof. Any amounts received by any subservicer in respect of a Mortgage Loan shall be deemed to have been received by the servicing standard set forth aboveServicer whether or not actually received by it. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered by the Company and the Indenture Trustee, as pledgee of the CollateralTrust, to execute and deliver, on behalf of itself, the Company, the Securityholders and the Indenture Trustee or any of themTrust, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments instruments, with respect to the Mortgage Loans and with respect to the Mortgaged PropertiesProperties and to make deposits to and withdrawals from the Collection Account. The Company, the Indenture Trustee and the CustodianOwner Trustee shall, as applicableupon the written request of a Servicing Officer, shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. On the Closing Date, the Company shall deliver to the The Servicer a power of attorney substantially in the form of Exhibit B hereto. If the Mortgage relating to a Mortgage Loan did not have a lien senior on the related Mortgaged Property as of the Cut-Off Date, then the Servicer, in such capacity, capacity may not also consent to the placing of a lien senior to that of the any Mortgage on the related Mortgaged Property. If the Mortgage relating to a Mortgage Loan had a lien senior to the Mortgage Loan on the related Mortgaged Property as of the Cut-Off Date, then the Servicer, in such capacity, may consent to the refinancing of such senior lien; PROVIDED that (i) the resulting Combined Loan-to-Value Ratio of such Mortgage Loan is no higher than the Combined Loan-to-Value Ratio prior to such refinancing and (ii) the interest rate for the loan evidencing the refinanced senior lien on the date of such refinancing is no higher than the interest rate on the loan evidencing the existing senior lien immediately prior to the date of such refinancing. The relationship of the Servicer (and of any successor to the Servicer as servicer under this Servicing Agreement) to the Company under this Servicing Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent.provided that

The Servicer. (a) The Servicer shall service and administer the Mortgage Loans in a manner generally consistent with the same manner as would prudent institutional mortgage lenders servicing comparable mortgage loans for their own account in terms of the jurisdictions where the related Mortgaged Properties are located Program Guide and in a manner consistent with the terms of this Servicing Agreement and which that shall be normal and usual in its general mortgage servicing activities and consistent with the manner in which it services all other Mortgage Loans in its servicing portfolio with characteristics similar to those of the Mortgage Loans. The Servicer shall have full power and authority, acting alone or through a subservicerSubservicer, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable, it being understood, however, that the Servicer shall at all times remain responsible to the Company, Issuer and the Indenture Trustee, as pledgee of the CollateralMortgage Loans, and the Securityholders for the performance of its duties and obligations hereunder in accordance with the terms hereof and the servicing standard set forth aboveProgram Guide. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered by the Company Issuer and the Indenture Trustee, as pledgee of the CollateralMortgage Loans, to execute and deliver, on behalf of itself, the CompanyIssuer, the Securityholders and the Indenture Trustee or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments with respect to the Mortgage Loans and with respect to the Mortgaged Properties. The CompanyIssuer, the Indenture Trustee and the Custodian, as applicable, shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. In addition, the Servicer may, at its own discretion and on behalf of the Indenture Trustee, obtain credit information in the form of a "credit score" from a credit repository. On the Closing Date, the Company Indenture Trustee shall deliver to the Servicer a limited power of attorney substantially in the form of Exhibit B hereto. The Servicer is further authorized and empowered by the Issuer and the Indenture Trustee, on behalf of the Noteholders and the Indenture Trustee, in its own name or in the name of the Subservicer, when the Servicer or the Subservicer, as the case may be, believes it appropriate in its best judgment to register any Mortgage Loan on the MERS(R)System, or cause the removal from the registration of any Mortgage Loan on the MERS(R)System, to execute and deliver, on behalf of the Indenture Trustee and the Noteholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Indenture Trustee and its successors and assigns. The Indenture Trustee shall have no ongoing responsibility to monitor the status of the Mortgage Loans in the MERS(R) System. Any expenses incurred in connection with the actions described in the preceding sentence shall be borne by the Servicer, with no right of reimbursement. Notwithstanding the foregoing, subject to Section 3.02(a), the Servicer shall not permit any modification with respect to any Mortgage Loan that would both constitute a sale or exchange of such Mortgage Loan within the meaning of Section 1001 of the Code and any proposed, temporary or final regulations promulgated thereunder and cause either REMIC I, REMIC II, or REMIC III to fail to qualify as a REMIC under the Code or, except as provided in Section 11.01(f) of the Indenture, cause the imposition of a tax upon either of the REMICs (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code). If the Mortgage relating to a Mortgage Loan did not have a lien Lien senior to the related Mortgage Loan on the related Mortgaged Property as of the related Cut-Off Date, then the Servicer, in such capacity, may not consent to the placing of a lien Lien senior to that of the Mortgage on the related Mortgaged Property. If the Mortgage relating to a Mortgage Loan had a lien Lien senior to the related Mortgage Loan on the related Mortgaged Property as of the related Cut-Off Date, then the Servicer, in such capacity, may not consent to the refinancing of such prior senior lien; PROVIDED that (i) Lien to the resulting Combined Loan-to-Value Ratio of such Mortgage Loan is no higher than the Combined Loan-to-Value Ratio prior to extent such refinancing and (ii) shall increase the interest rate for the loan evidencing the refinanced senior lien CLTV on the date of such refinancing is no higher than the interest rate on the loan evidencing the existing senior lien immediately prior to the date of such refinancingrelated Mortgage Loan. The relationship of the Servicer (and of any successor to the Servicer as servicer under this Servicing Agreement) to the Company Issuer under this Servicing Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent.

The Servicer. (a) The Servicer shall service and administer the Mortgage Loans in a manner generally consistent with the same manner as would prudent institutional mortgage lenders servicing comparable mortgage loans for their own account in terms of the jurisdictions where the related Mortgaged Properties are located Program Guide and in a manner consistent with the terms of this Servicing Agreement and which that shall be normal and usual in its general mortgage servicing activities and consistent with the manner in which it services all other Mortgage Loans in its servicing portfolio with characteristics similar to those of the Mortgage Loans. The Servicer shall have full power and authority, acting alone or through a subservicerSubservicer, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable, it being understood, however, that the Servicer shall at all times remain responsible to the Company, Issuer and the Indenture Trustee, as pledgee of the CollateralMortgage Loans, and the Securityholders for the performance of its duties and obligations hereunder in accordance with the terms hereof and the servicing standard set forth aboveProgram Guide. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered by the Company Issuer and the Indenture Trustee, as pledgee of the CollateralMortgage Loans, to execute and deliver, on behalf of itself, the CompanyIssuer, the Securityholders and the Indenture Trustee or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments with respect to the Mortgage Loans and with respect to the Mortgaged Properties. The CompanyIssuer, the Indenture Trustee and the Custodian, as applicable, shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. In addition, the Servicer may, at its own discretion and on behalf of the Indenture Trustee, obtain credit information in the form of a "credit score" from a credit repository. On the Closing Date, the Company Indenture Trustee shall deliver to the Servicer a limited power of attorney substantially in the form of Exhibit B hereto. The Servicer is further authorized and empowered by the Issuer and the Indenture Trustee, on behalf of the Noteholders and the Indenture Trustee, in its own name or in the name of the Subservicer, when the Servicer or the Subservicer, as the case may be, believes it appropriate in its best judgment to register any Mortgage Loan on the MERS(R)System, or cause the removal from the registration of any Mortgage Loan on the MERS(R)System, to execute and deliver, on behalf of the Indenture Trustee and the Noteholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Indenture Trustee and its successors and assigns. The Indenture Trustee shall have no ongoing responsibility to check the status of the Mortgage Loans on the MERS(R)System. Any expenses incurred in connection with the actions described in the preceding sentence shall be borne by the Servicer, with no right of reimbursement. If the Mortgage relating to a Mortgage Loan did not have a lien Lien senior to the related Mortgage Loan on the related Mortgaged Property as of the related Cut-Off Date, then the Servicer, in such capacity, may not consent to the placing of a lien Lien senior to that of the Mortgage on the related Mortgaged Property. If the Mortgage relating to a Mortgage Loan had a lien Lien senior to the related Mortgage Loan on the related Mortgaged Property as of the related Cut-Off Date, then the Servicer, in such capacity, may consent to the refinancing of such prior senior lienLien; PROVIDED provided, that (i) the resulting Combined Loan-to-Value Ratio CLTV of such Mortgage Loan is no higher than the Combined Loan-to-Value Ratio greater of the CLTV prior to such refinancing or a 70% CLTV (or a 80% CLTV for those borrowers with a FICO "credit score" of 720 or greater) and (ii) the interest rate for the loan evidencing the refinanced senior lien on the date of such refinancing Lien is no higher than the interest rate on the loan evidencing the existing senior lien Lien immediately prior to the date of such refinancingrefinancing (meaning, in the case of an adjustable rate loan, a substantially similar index and a gross margin no higher than that of the existing senior Lien); provided, however, that if the loan evidencing the existing senior Lien prior to the date of refinancing is an adjustable rate loan and the loan evidencing the refinanced senior Lien is a fixed rate loan, then the interest rate on the loan evidencing the refinanced senior Lien may be up to 2.0% higher than the then-current mortgage rate of the loan evidencing the existing senior Lien and (iii) the loan evidencing the refinanced senior Lien is not subject to negative amortization. In connection with servicing the Mortgage Loans, the Servicer may take reasonable actions to encourage or effect the termination of Loan Agreements that have become dormant. The relationship of the Servicer (and of any successor to the Servicer as servicer under this Servicing Agreement) to the Company Issuer under this Servicing Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent.

The Servicer. (a) The Servicer is hereby authorized to act as agent for the Trust and in such capacity shall manage, service, administer and make collections on the Mortgage Loans and perform the other actions under this Agreement. The Servicer shall service and administer the Mortgage Loans in the same manner as would prudent institutional mortgage lenders servicing comparable mortgage loans for their own account in the jurisdictions where the related Mortgaged Properties are located and in a manner consistent with the terms of this Servicing Agreement and which shall be normal and usual in its with general mortgage servicing activities industry practice and shall have full power and authority, acting alone or through a subservicer, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable, it being understood, however, that the Servicer shall at all times remain responsible to the CompanyTrust, the Indenture Trustee, as pledgee of the Collateral, Noteholders and the Securityholders for Residual Certificateholders the performance of its duties and obligations hereunder in accordance with the terms hereof hereof. The Servicer hereby confirms its obligation, as Servicer, to fund future advances to the Mortgagors pursuant to the Credit Line Agreements and, to the extent it has an interest therein, hereby sells, transfers, assigns, sets over and otherwise conveys to the Issuer the Additional Balances so created. It is the intention of the Servicer that the transfer of the Additional Balances to the Issuer shall constitute a sale, but in the event that the transfer is held not to be a sale, this Agreement shall constitute a grant of a security interest in the Additional Balances, and the servicing standard set forth aboveproceeds thereof, for the benefit of the Issuer. Any amounts received by any subservicer in respect of a Mortgage Loan shall be deemed to have been received by the Servicer whether or not actually received by it. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered by the Company and the Indenture Trustee, as pledgee of the CollateralTrust, to execute and deliver, on behalf of itself, the Company, the Securityholders and the Indenture Trustee or any of themTrust, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments instruments, with respect to the Mortgage Loans and with respect to the Mortgaged PropertiesProperties and to make deposits to and withdrawals from the Collection Account. The Company, the Indenture Trustee and the CustodianOwner Trustee shall, as applicableupon the written request of a Servicing Officer, shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunderhereunder and consistent with the Indenture Trustee's internal policies. On the Closing Date, the Company The Indenture Trustee shall deliver to the Servicer a power of attorney substantially in the form of Exhibit B hereto. If the Mortgage relating to a Mortgage Loan did not have a lien senior on the related Mortgaged Property as of the Cut-Off Date, then be liable for the Servicer, 's use or misuse of such powers of attorney. The Servicer in such capacity, capacity may not also consent to the placing of a lien senior to that of the any Mortgage on the related Mortgaged Property. If the Mortgage relating to a Mortgage Loan had a lien senior to the Mortgage Loan on the related Mortgaged Property as of the Cut-Off Date, then the Servicer, in such capacity, may consent to the refinancing of such senior lien; PROVIDED that (i) the resulting Combined Loan-to-Value Ratio of such Mortgage Loan is no higher than the Combined Loan-to-Value Ratio prior to such refinancing and (ii) the interest rate for the loan evidencing the refinanced senior lien on the date of such refinancing is no higher than the interest rate on the loan evidencing the existing senior lien immediately prior to the date of such refinancing. The relationship of the Servicer (and of any successor to the Servicer as servicer under this Servicing Agreement) to the Company under this Servicing Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent.provided that

The Servicer. (a) The Servicer shall service and administer the Mortgage Loans in the same manner as would prudent institutional mortgage lenders servicing comparable mortgage loans for their own account in the jurisdictions where the related Mortgaged Properties are located and in a manner consistent accordance with the terms of this Accepted Servicing Agreement and which shall be normal and usual in its general mortgage servicing activities Practices and shall have full power and authority, acting alone or through a subservicer, authority to do any and all things not inconsistent 29 therewith in connection with such servicing and administration which it may deem necessary or desirable, it being understood, however, that desirable subject to the limitations set forth in this Agreement. The Indenture Trustee shall furnish the Servicer shall at all times remain responsible with any powers of attorney and other documents necessary or appropriate to enable the Company, the Indenture Trustee, as pledgee of the Collateral, Servicer to carry out its servicing and the Securityholders for the performance of its administrative duties and obligations hereunder in accordance with the terms hereof and the servicing standard set forth abovehereunder. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered by the Company and the Indenture Trustee, as pledgee of the Collateral, to execute and deliver, on behalf of itself, the Company, the Securityholders Noteholders and the Indenture Trustee or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments instruments, and to effect such modifications, waivers, indulgences and other like matters as are in its judgment necessary or desirable, with respect to the Mortgage Loans and the Mortgaged Properties and the servicing and administration thereof. The Servicer shall notify the Indenture Trustee of any such waiver, release, discharge, modification, indulgence or other such matter by delivering to the Indenture Trustee an Officer's Certificate certifying that such agreement is in compliance with this Section 7.01 together with the original copy of any written agreement or other document executed in connection therewith, all of which written agreements or documents shall, for all purposes, be considered a part of the related Indenture Trustee's Mortgage File to the same extent as all other documents and instruments constituting a part thereof. Notwithstanding anything in this Agreement to the contrary, the Servicer shall not permit any modification with respect to the Mortgaged Properties. The Company, the Indenture Trustee and the Custodian, as applicable, shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. On the Closing Date, the Company shall deliver to the Servicer a power of attorney substantially in the form of Exhibit B hereto. If the Mortgage relating to a Mortgage Loan did not have a lien senior on the related Mortgaged Property as of the Cut-Off Date, then the Servicer, in such capacity, may not consent to the placing of a lien senior to that of the Mortgage on the related Mortgaged Property. If the Mortgage relating to a Mortgage Loan had a lien senior to the Mortgage Loan on the related Mortgaged Property as of the Cut-Off Date, then the Servicer, in such capacity, may consent to the refinancing of such senior lien; PROVIDED that unless (i) the resulting Combined Loan-to-Value Ratio modifications do not decrease the Mortgage Interest Rate, reduce or increase the principal balance, decrease the lien priority, increase the current LTV above the lesser of the current LTV or the original LTV, or change the final maturity date on or of such Mortgage Loan is no higher than the Combined Loan-to-Value Ratio prior to such refinancing and (ii) the interest rate for the loan evidencing the refinanced senior lien on the date of Initial Purchaser consents to such refinancing is no higher than the interest rate on the loan evidencing the existing senior lien immediately prior to the date of such refinancingmodifications in writing. The relationship of the Servicer (and of any successor to the Servicer as servicer under this Servicing Agreement) to the Company Indenture Trustee under this Servicing Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent.

The Servicer. (a) The Servicer shall service and administer the Mortgage Loans in a manner generally consistent with the same manner as would prudent institutional mortgage lenders servicing comparable mortgage loans for their own account in terms of the jurisdictions where the related Mortgaged Properties are located Program Guide and in a manner consistent with the terms of this Servicing Agreement and which that shall be normal and usual in its general mortgage servicing activities and consistent with the manner in which it services all other Mortgage Loans in its servicing portfolio with characteristics similar to those of the Mortgage Loans. The Servicer shall have full power and authority, acting alone or through a subservicerSubservicer, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable, it being understood, however, that the Servicer shall at all times remain responsible to the Company, Issuer and the Indenture Trustee, as pledgee of the CollateralMortgage Loans, and the Securityholders for the performance of its duties and obligations hereunder in accordance with the terms hereof and the servicing standard set forth aboveProgram Guide. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered by the Company Issuer and the Indenture Trustee, as pledgee of the CollateralMortgage Loans, to execute and deliver, on behalf of itself, the CompanyIssuer, the Securityholders and the Indenture Trustee or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments with respect to the Mortgage Loans and with respect to the Mortgaged Properties. The CompanyIssuer, the Indenture Trustee and the Custodian, as applicable, shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. In addition, the Servicer may, at its own discretion and on behalf of the Indenture Trustee, obtain credit information in the form of a "credit score" from a credit repository. On the Closing Date, the Company Indenture Trustee shall deliver to the Servicer a limited power of attorney substantially in the form of Exhibit B hereto. If The Servicer is further authorized and empowered by the Issuer and the Indenture Trustee, on behalf of the Noteholders and the Indenture Trustee, in its own name or in the name of the Subservicer, when the Servicer or the Subservicer, as the case may be, believes it appropriate in its best judgment to register any Mortgage Loan on the MERS(R) System, or cause the removal from the registration of any Mortgage Loan on the MERS(R) System, to execute and deliver, on behalf of the Indenture Trustee and the Noteholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Indenture Trustee and its successors and assigns. The Indenture Trustee shall have no ongoing responsibility to check the status of the Mortgage relating Loans on the MERS(R) System. Any expenses incurred in connection with the actions described in the preceding sentence shall be borne by the Servicer, with no right of reimbursement. Subject to a Section 3.15, if the Mortgage Loan did not have a lien Lien senior to the related Mortgage Loan on the related Mortgaged Property as of the related Cut-Off Date, then the Servicer, in such capacity, may not consent to the placing of a lien Lien senior to that of the Mortgage on the related Mortgaged Property. If Subject to Section 3.15, if the Mortgage relating to a Mortgage Loan had a lien Lien senior to the related Mortgage Loan on the related Mortgaged Property as of the related Cut-Off Date, then the Servicer, in such capacity, may not consent to the refinancing of such prior senior lienLien; PROVIDED that unless (i) the resulting Combined Loan-to-Value Ratio CLTV of such Mortgage Loan is no higher than the Combined Loan-to-Value Ratio greater of the CLTV prior to such refinancing or a 70% CLTV (or a 80% CLTV for those borrowers with a FICO "credit score" of 720 or greater) and (ii) the interest rate for the loan evidencing the refinanced senior lien on the date of such refinancing Lien is no higher than the interest rate on the loan evidencing the existing senior lien Lien immediately prior to the date of such refinancingrefinancing (meaning, in the case of an adjustable rate loan, a substantially similar index and a gross margin no higher than that of the existing senior Lien); provided, however, that if the loan evidencing the existing senior Lien prior to the date of refinancing is an adjustable rate loan and the loan evidencing the refinanced senior Lien is a fixed rate loan, then the interest rate on the loan evidencing the refinanced senior Lien may be up to 2.0% higher than the then-current mortgage rate of the loan evidencing the existing senior Lien and (iii) the loan evidencing the refinanced senior Lien is not subject to negative amortization. In connection with servicing the Mortgage Loans, the Servicer may take reasonable actions to encourage or effect the termination of Loan Agreements that have become dormant. The relationship of the Servicer (and of any successor to the Servicer as servicer under this Servicing Agreement) to the Company Issuer under this Servicing Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent.

The Servicer. (a) The Servicer is hereby authorized to act as agent for the Trust and in such capacity shall manage, service, administer and make collections on the Mortgage Loans and perform the other actions under this Agreement. The Servicer shall service and administer the Mortgage Loans in the same manner as would prudent institutional mortgage lenders servicing comparable mortgage loans for their own account in the jurisdictions where the related Mortgaged Properties are located and in a manner consistent with the terms of this Servicing Agreement and which shall be normal and usual in its with general mortgage servicing activities industry practice and shall have full power and authority, acting alone or through a subservicer, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable, it being understood, however, that the Servicer shall at all times remain responsible to the Company, the Indenture Trustee, as pledgee of the CollateralNoteholders, the Residual Certificateholders and the Securityholders Insurer for the performance of its duties and obligations hereunder in accordance with the terms hereof and hereof. Any amounts received by any subservicer in respect of a Mortgage Loan shall be deemed to have been received by the servicing standard set forth aboveServicer whether or not actually received by it. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered by the Company and the Indenture Trustee, as pledgee of the CollateralTrust, to execute and deliver, on behalf of itself, the Company, the Securityholders and the Indenture Trustee or any of themTrust, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments instruments, with respect to the Mortgage Loans and with respect to the Mortgaged PropertiesProperties and to make deposits to and withdrawals from the Collection Account. The Company, the Indenture Trustee and the CustodianOwner Trustee shall, as applicableupon the written request of a Servicing Officer, shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunderhereunder and consistent with the Indenture Trustee's internal policies. On the Closing Date, the Company shall deliver to the The Servicer a power of attorney substantially in the form of Exhibit B hereto. If the Mortgage relating to a Mortgage Loan did not have a lien senior on the related Mortgaged Property as of the Cut-Off Date, then the Servicer, in such capacity, capacity may not also consent to the placing of a lien senior to that of the any Mortgage on the related Mortgaged Property. If the Mortgage relating to a Mortgage Loan had a lien senior to the Mortgage Loan on the related Mortgaged Property as of the Cut-Off Date, then the Servicer, in such capacity, may consent to the refinancing of such senior lien; PROVIDED that (i) the resulting Combined Loan-to-Value Ratio of such Mortgage Loan is no higher than the Combined Loan-to-Value Ratio prior to such refinancing and (ii) the interest rate for the loan evidencing the refinanced senior lien on the date of such refinancing is no higher than the interest rate on the loan evidencing the existing senior lien immediately prior to the date of such refinancing. The relationship of the Servicer (and of any successor to the Servicer as servicer under this Servicing Agreement) to the Company under this Servicing Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent.provided that

The Servicer. (a) The Servicer is hereby authorized to act as agent for the Issuing Entity and in such capacity shall manage, service, administer and make collections on the HELOCs and perform the other actions under this Agreement. The Servicer shall service and administer the Mortgage Loans in the same manner as would prudent institutional mortgage lenders servicing comparable mortgage loans for their own account in the jurisdictions where the related Mortgaged Properties are located and HELOCs in a manner consistent with the terms of this Servicing Agreement and which shall be normal the Master PSA and usual in its with general mortgage servicing activities industry practice and shall have full power and authority, acting alone or through a subservicer, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable, it being understood, however, that the Servicer shall at all times remain responsible to the CompanyIssuing Entity, the Indenture Trustee, as pledgee of the CollateralNote Insurer, the Noteholders and the Securityholders for Certificateholders the performance of its duties and obligations hereunder in accordance with the terms hereof and hereof. Any amounts received by any subservicer in respect of a HELOC shall be deemed to have been received by the servicing standard set forth aboveServicer whether or not actually received by it. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered by the Company and the Indenture Trustee, as pledgee of the CollateralIssuing Entity, to execute and deliver, on behalf of itself, the Company, the Securityholders and the Indenture Trustee or any of themIssuing Entity, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments instruments, with respect to the Mortgage Loans HELOCs and with respect to the Mortgaged PropertiesProperties and to make deposits to and withdrawals from the Custodial Account. The Company, the Indenture Trustee and the CustodianOwner Trustee shall, as applicableupon the written request of a Servicing Officer, shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunderhereunder and consistent with the Indenture Trustee’s internal policies. On the Closing Date, the Company The Indenture Trustee shall deliver to the Servicer a power of attorney substantially in the form of Exhibit B hereto. If the Mortgage relating to a Mortgage Loan did not have a lien senior on the related Mortgaged Property as of the Cut-Off Date, then be liable for the Servicer, ’s use or misuse of such powers of attorney. The Servicer in such capacity, capacity may not also consent to the placing of a lien senior to that of the any Mortgage on the related Mortgaged Property. If the Mortgage relating to a Mortgage Loan had a lien senior to the Mortgage Loan on the related Mortgaged Property as of the Cut-Off Date, then the Servicer, in such capacity, may consent to the refinancing of such senior lien; PROVIDED that (i) the resulting Combined Loan-to-Value Ratio of such Mortgage Loan is no higher than the Combined Loan-to-Value Ratio prior to such refinancing and (ii) the interest rate for the loan evidencing the refinanced senior lien on the date of such refinancing is no higher than the interest rate on the loan evidencing the existing senior lien immediately prior to the date of such refinancing. The relationship of the Servicer (and of any successor to the Servicer as servicer under this Servicing Agreement) to the Company under this Servicing Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent.provided that