Common use of The Servicer Clause in Contracts

The Servicer. (a) The Servicer shall service and administer the Home Equity Loans 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 Issuer and the Indenture Trustee, as pledgee of the Home Equity Loans and the Credit Enhancer, for the performance of its duties and obligations hereunder in accordance with the terms hereof. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered by the Issuer and the Indenture Trustee, as pledgee of the Home Equity Loans, to execute and deliver, on behalf of itself, the Issuer, 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 Home Equity Loans and with respect to the Mortgaged Properties. The Issuer, 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 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 Home Equity Loan did not have a Lien senior to the Home Equity Loan 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 Home Equity Loan had a lien senior to the Home Equity Loan on the related Mortgaged Property as of the Cut-off Date, then the Servicer, in such capacity, may consent to the refinancing of the prior senior lien, provided that the following requirements are met:

The Servicer. (a) The Servicer shall service and administer the Home Equity 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 Issuer and Company, the Indenture Trustee, as pledgee of the Home Equity Loans Collateral, and the Credit Enhancer, Securityholders for the performance of its duties and obligations hereunder in accordance with the terms hereofhereof 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 Issuer Company and the Indenture Trustee, as pledgee of the Home Equity LoansCollateral, to execute and deliver, on behalf of itself, the IssuerCompany, 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 Home Equity Mortgage Loans and with respect to the Mortgaged Properties. The IssuerCompany, 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 Indenture Trustee Company shall deliver to the Servicer a limited power of attorney substantially in the form of Exhibit B hereto. If the Mortgage relating to a Home Equity Mortgage Loan did not have a Lien lien senior to the Home Equity 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 Home Equity Mortgage Loan had a lien senior to the Home Equity Mortgage 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 the prior 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, provided that the following requirements are met:partner or agent.

The Servicer. (a) The Servicer shall service and administer the Home Equity 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 Issuer and Depositor, the Indenture Trustee, as pledgee of the Home Equity Loans Mortgage Collateral, and the Credit Enhancer, Securityholders for the performance of its duties and obligations hereunder in accordance with the terms hereofhereof 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 Issuer Depositor and the Indenture Trustee, as pledgee of the Home Equity LoansMortgage Collateral, to execute and deliver, on behalf of itself, the IssuerDepositor, 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 Home Equity Mortgage Loans and with respect to the Mortgaged Properties. The IssuerDepositor, 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 Indenture Trustee Depositor shall deliver to the Servicer a limited power of attorney substantially in the form of Exhibit B hereto. If the Mortgage relating to a Home Equity Mortgage Loan did not have a Lien lien senior to the Home Equity 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 Home Equity Mortgage Loan had a lien senior to the Home Equity Mortgage Loan on the related Mortgaged Mort gaged Property as of the Cut-off Off Date, then the Servicer, in such capacity, may consent to the refinancing of the prior 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 Depositor under this Servicing Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, provided that the following requirements are met: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 Home Equity Mortgage Loans 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 Issuer and Trust, the Indenture Trustee, as pledgee of the Home Equity Loans Noteholders, the Residual Certificateholders and the Credit Enhancer, Insurer for the performance of its duties and obligations hereunder in accordance with the terms 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 proceeds 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 Issuer and the Indenture Trustee, as pledgee of the Home Equity LoansTrust, to execute and deliver, on behalf of itself, the Issuer, 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 Home Equity Mortgage Loans and with respect to the Mortgaged PropertiesProperties and to make deposits to and withdrawals from the Collection Account. The Issuer, 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, hereunder and consistent with the Indenture Trustee shall deliver to the Trustee’s internal policies. The Servicer a limited power of attorney substantially in the form of Exhibit B hereto. If the Mortgage relating to a Home Equity Loan did not have a Lien senior to the Home Equity Loan 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 Home Equity Loan had a lien senior to the Home Equity Loan on the related Mortgaged Property as of the Cut-off Date, then the Servicer, in such capacity, may consent to the refinancing of the prior senior lien, provided that the following requirements are met:that

The Servicer. (a) The Servicer shall service and administer the Home Equity Mortgage Loans in a manner generally consistent with the terms of the 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 Issuer and the Indenture Trustee, as pledgee of the Home Equity Loans and the Credit EnhancerMortgage Loans, for the performance of its duties and obligations hereunder in accordance with the terms hereofhereof and the Program Guide. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered by the Issuer and the Indenture Trustee, as pledgee of the Home Equity Mortgage Loans, to execute and deliver, on behalf of itself, the Issuer, 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 Home Equity Mortgage Loans and with respect to the Mortgaged Properties. The Issuer, 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 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 Home Equity Loan REMIC set forth in Section 860G(d) of the Code). Subject to Section 3.15, if the Mortgage did not have a Lien senior to the Home Equity related Mortgage Loan on the related Mortgaged Property as of the related Cut-off 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 Home Equity Loan had a lien Lien senior to the Home Equity related Mortgage Loan on the related Mortgaged Property as of the related Cut-off Off Date, then the Servicer, in such capacity, may not consent to the refinancing of the such prior senior lienLien; unless (i) the resulting CLTV of such Mortgage Loan is no higher than the 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 is no higher than the interest rate on the loan evidencing the existing senior Lien immediately prior to the date of such refinancing (meaning, provided in the case of an adjustable rate loan, a substantially similar index and a gross margin no higher than that of the following requirements are met: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 Agreement) to the Issuer under this 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 Home Equity Mortgage Loans 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 Issuer and the Indenture Trustee, as pledgee of the Home Equity Loans Noteholders, the Residual Certificateholders and the Credit Enhancer, Insurer for the performance of its duties and obligations hereunder in accordance with the terms hereof. 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 Issuer and the Indenture Trustee, as pledgee of the Home Equity LoansTrust, to execute and deliver, on behalf of itself, the Issuer, 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 Home Equity Mortgage Loans and with respect to the Mortgaged PropertiesProperties and to make deposits to and withdrawals from the Collection Account. The Issuer, 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 Indenture Trustee shall deliver to the The Servicer a limited power of attorney substantially in the form of Exhibit B hereto. If the Mortgage relating to a Home Equity Loan did not have a Lien senior to the Home Equity Loan 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 Home Equity Loan had a lien senior to the Home Equity Loan on the related Mortgaged Property as of the Cut-off Date, then the Servicer, in such capacity, may consent to the refinancing of the prior senior lien, provided that the following requirements are met:that

The Servicer. (a) The Servicer shall, or shall cause the Subservicers to, service and administer the Home Equity Loans 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 Issuer Trustee and the Indenture Trustee, as pledgee of the Home Equity Loans and the Credit Enhancer, Certificateholders for the performance of its duties and obligations hereunder in accordance with the terms 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 interests 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 Issuer 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 Home Equity LoansTrust, 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 Issuer, 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 Home Equity Loans and with respect to the Mortgaged Properties. The IssuerUpon 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 Indenture Trustee shall deliver to the The Servicer a limited power of attorney substantially in the form of Exhibit B hereto. If the Mortgage relating to a Home Equity Loan did not have a Lien senior to the Home Equity Loan 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 a Home Equity Loan had a lien senior to the Home Equity Loan on the related Mortgaged Property as of the Cut-off Date, then the Servicer, in such capacity, may consent to the refinancing of the prior senior lien, provided that the following requirements are metsuch proposed lien is not secured by a note providing for negative amortization and:

The Servicer. (a) The Servicer shall service and administer the Home Equity Mortgage Loans in a manner generally consistent with the terms of the 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 Issuer and the Indenture Trustee, as pledgee of the Home Equity Loans and the Credit EnhancerMortgage Loans, for the performance of its duties and obligations hereunder in accordance with the terms hereofhereof and the Program Guide. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered by the Issuer and the Indenture Trustee, as pledgee of the Home Equity Mortgage Loans, to execute and deliver, on behalf of itself, the Issuer, 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 Home Equity Mortgage Loans and with respect to the Mortgaged Properties. The Issuer, 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 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 Home Equity Loan did not have a Lien senior to the Home Equity related Mortgage Loan on the related Mortgaged Property as of the related Cut-off 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 Home Equity Loan had a lien Lien senior to the Home Equity related Mortgage Loan on the related Mortgaged Property as of the related Cut-off Off Date, then the Servicer, in such capacity, may consent to the refinancing of the such prior senior lienLien; provided, provided that (i) the following requirements are met:resulting CLTV of such Mortgage Loan is no higher than the 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 is no higher than the interest rate on the loan evidencing the existing senior Lien immediately prior to the date of such refinancing (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 Agreement) to the Issuer under this 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 Home Equity Mortgage Loans in a manner generally consistent with the terms of the 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 Issuer and the Indenture Trustee, as pledgee of the Home Equity Loans and the Credit EnhancerMortgage Loans, for the performance of its duties and obligations hereunder in accordance with the terms hereofhereof and the Program Guide. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered by the Issuer and the Indenture Trustee, as pledgee of the Home Equity Mortgage Loans, to execute and deliver, on behalf of itself, the Issuer, 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 Home Equity Mortgage Loans and with respect to the Mortgaged Properties. The Issuer, 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 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 Home Equity Loan REMIC set forth in Section 860G(d) of the Code). Subject to Section 3.15(b), if the Mortgage did not have a Lien senior to the Home Equity related Mortgage Loan on the related Mortgaged Property as of the related Cut-off 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 Home Equity Loan had a lien Lien senior to the Home Equity related Mortgage Loan on the related Mortgaged Property as of the related Cut-off Off Date, then the Servicer, in such capacity, may not consent to the refinancing of the such prior senior lienLien, provided unless (i) the resulting CLTV of such Mortgage Loan is no higher than the 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 is no higher than the interest rate on the loan evidencing the existing senior Lien immediately prior to the date of such refinancing (meaning, in the case of an adjustable rate loan, a substantially similar index and a gross margin no higher than that of the following requirements are met: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 Agreement) to the Issuer under this 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 Home Equity Loans in a manner generally consistent with the terms of the 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 Issuer and the Indenture Trustee, as pledgee of the Home Equity Loans and the Credit EnhancerLoans, for the performance of its duties and obligations hereunder in accordance with the terms hereofhereof and the Program Guide. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered by the Issuer and the Indenture Trustee, as pledgee of the Home Equity Loans, to execute and deliver, on behalf of itself, the Issuer, 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 Home Equity Loans and with respect to the Mortgaged Properties. The Issuer, 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 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 Home Equity Loan did not have a Lien senior to the related Home Equity Loan on the related Mortgaged Property as of the related Cut-off 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 Home Equity Loan had a lien Lien senior to the related Home Equity Loan on the related Mortgaged Property as of the related Cut-off Off Date, then the Servicer, in such capacity, may consent to the refinancing of the such prior senior lienLien, provided that the following requirements are met:

The Servicer. (a) The Servicer shall service and administer the Home Equity Loans in a manner generally consistent with the terms of the 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 Issuer and the Indenture Trustee, as pledgee of the Home Equity Loans and the Credit EnhancerLoans, for the performance of its duties and obligations hereunder in accordance with the terms hereofhereof and the Program Guide. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered by the Issuer and the Indenture Trustee, as pledgee of the Home Equity Loans, to execute and deliver, on behalf of itself, the Issuer, 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 Home Equity Loans and with respect to the Mortgaged Properties. The Issuer, 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 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 Home Equity Loan did not have a Lien senior to the related Home Equity Loan on the related Mortgaged Property as of the related Cut-off 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 Home Equity Loan had a lien Lien senior to the related Home Equity Loan on the related Mortgaged Property as of the related Cut-off Off Date, then the Servicer, in such capacity, may consent to the refinancing of the such prior senior lienLien, provided that the following requirements are met:

The Servicer. (a) The Servicer shall service and administer the Home Equity Mortgage Loans in a manner generally consistent with the terms of the 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 Issuer and the Indenture Trustee, as pledgee of the Home Equity Loans and the Credit EnhancerMortgage Loans, for the performance of its duties and obligations hereunder in accordance with the terms hereofhereof and the Program Guide. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered by the Issuer and the Indenture Trustee, as pledgee of the Home Equity Mortgage Loans, to execute and deliver, on behalf of itself, the Issuer, 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 Home Equity Mortgage Loans and with respect to the Mortgaged Properties. The Issuer, 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 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 Home Equity Loan REMIC set forth in Section 860G(d) of the Code). Subject to Section 3.15, if the Mortgage did not have a Lien senior to the Home Equity related Mortgage Loan on the related Mortgaged Property as of the related Cut-off 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 Home Equity Loan had a lien Lien senior to the Home Equity related Mortgage Loan on the related Mortgaged Property as of the related Cut-off Off Date, then the Servicer, in such capacity, may not consent to the refinancing of the such prior senior lienLien; unless (i) the resulting CLTV of such Mortgage Loan is no higher than the 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 is no higher than the interest rate on the loan evidencing the existing senior Lien immediately prior to the date of such refinancing (meaning, provided in the case of an adjustable rate loan, a substantially similar index and a gross margin no higher than that of the following requirements are met: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 Agreement) to the Issuer under this 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 Home Equity Mortgage Loans in a manner generally consistent with the terms of the 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 Issuer and the Indenture Trustee, as pledgee of the Home Equity Loans and the Credit EnhancerMortgage Loans, for the performance of its duties and obligations hereunder in accordance with the terms hereofhereof and the Program Guide. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered by the Issuer and the Indenture Trustee, as pledgee of the Home Equity Mortgage Loans, to execute and deliver, on behalf of itself, the Issuer, 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 Home Equity Mortgage Loans and with respect to the Mortgaged Properties. The Issuer, 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 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 relating to a Home Equity Loan did not have a Lien senior to the Home Equity 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 not consent to the placing with no right of a lien senior to that of the Mortgage on the related Mortgaged Property. If the Mortgage relating to a Home Equity Loan had a lien senior to the Home Equity Loan on the related Mortgaged Property as of the Cut-off Date, then the Servicer, in such capacity, may consent to the refinancing of the prior senior lien, provided that the following requirements are met:reimbursement.

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 Home Equity Mortgage Loans 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 Issuer and the Indenture Trustee, as pledgee of the Home Equity Loans Securityholders, the Residual Certificateholders, the Insurer and the Credit Enhancer, Xxxxxxx Mac for the performance of its duties and obligations hereunder in accordance with the terms hereof. 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 Issuer and the Indenture Trustee, as pledgee of the Home Equity LoansTrust, to execute and deliver, on behalf of itself, the Issuer, 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 Home Equity Mortgage Loans and with respect to the Mortgaged PropertiesProperties and to make deposits to and withdrawals from the Collection Account. The Issuer, 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 Indenture Trustee shall deliver to the The Servicer a limited power of attorney substantially in the form of Exhibit B hereto. If the Mortgage relating to a Home Equity Loan did not have a Lien senior to the Home Equity Loan 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 Home Equity Loan had a lien senior to the Home Equity Loan on the related Mortgaged Property as of the Cut-off Date, then the Servicer, in such capacity, may consent to the refinancing of the prior senior lien, provided that the following requirements are met:that

The Servicer. (a) The Servicer shall service and administer the Home Equity 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 Issuer and Company, the Indenture Trustee, as pledgee of the Home Equity Loans Mortgage Collateral, and the Credit Enhancer, Securityholders for the performance of its duties and obligations hereunder in accordance with the terms hereofhereof 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 Issuer Company and the Indenture Trustee, as pledgee of the Home Equity LoansMortgage Collateral, to execute and deliver, on behalf of itself, the IssuerCompany, 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 Home Equity Mortgage Loans and with respect to the Mortgaged Properties. The IssuerCompany, 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 Indenture Trustee Company shall deliver to the Servicer a limited power of attorney substantially in the form of Exhibit B hereto. If the Mortgage relating to a Home Equity Mortgage Loan did not have a Lien lien senior to the Home Equity 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 Home Equity Mortgage Loan had a lien senior to the Home Equity Mortgage Loan on the related Mortgaged Mort gaged Property as of the Cut-off Off Date, then the Servicer, in such capacity, may consent to the refinancing of the prior such senior lien, ; provided that (i) the following requirements are met: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 Home Equity Mortgage Loans in a manner generally consistent with the terms of the 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 Issuer and the Indenture Trustee, as pledgee of the Home Equity Loans and the Credit EnhancerMortgage Loans, for the performance of its duties and obligations hereunder in accordance with the terms hereofhereof and the Program Guide. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered by the Issuer and the Indenture Trustee, as pledgee of the Home Equity Mortgage Loans, to execute and deliver, on behalf of itself, the Issuer, 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 Home Equity Mortgage Loans and with respect to the Mortgaged Properties. The Issuer, 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 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 Home Equity Loan did not have a Lien senior to the Home Equity related Mortgage Loan on the related Mortgaged Property as of the related Cut-off 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 Home Equity Loan had a lien Lien senior to the Home Equity related Mortgage Loan on the related Mortgaged Property as of the related Cut-off Off Date, then the Servicer, in such capacity, may consent to the refinancing of the such prior senior lienLien; provided, provided that (i) the following requirements are met:resulting CLTV of such Mortgage Loan is no higher than the 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 is no higher than the interest rate on the loan evidencing the existing senior Lien immediately prior to the date of such refinancing (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 Agreement) to the Issuer under this 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 Home Equity Mortgage Loans 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 Issuer Servicer to carry out its servicing and the Indenture Trustee, as pledgee of the Home Equity Loans and the Credit Enhancer, for the performance of its administrative duties and obligations hereunder in accordance with the terms hereofhereunder. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered by the Issuer and the Indenture Trustee, as pledgee of the Home Equity Loans, to execute and deliver, on behalf of itself, the Issuer, 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 Home Equity 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 any Mortgage Loan unless (i) the Mortgaged Properties. The Issuermodifications do not decrease the Mortgage Interest Rate, reduce or increase the Indenture Trustee 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 and (ii) the CustodianNote Insurer consents to such modifications in writing; provided, as applicablehowever, shall furnish that the Servicer with any powers of attorney and other documents necessary shall be permitted to extend the final maturity date on a Mortgage Loan by 180 days or appropriate to enable less without the Servicer to carry out its servicing and administrative duties hereunder. On the Closing Date, the 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 Home Equity Loan did not have a Lien senior to the Home Equity Loan on the related Mortgaged Property as consent 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 Home Equity Loan had a lien senior to the Home Equity Loan on the related Mortgaged Property as of the Cut-off Date, then the Servicer, in such capacity, may consent to the refinancing of the prior senior lien, provided that the following requirements are met:Note Insurer.

The Servicer. (a) The Servicer shall service and administer the Home Equity 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 Issuer and Depositor, the Indenture Trustee, as pledgee of the Home Equity Loans Mortgage Collateral, and the Credit Enhancer, Securityholders for the performance of its duties and obligations hereunder in accordance with the terms hereofhereof 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 Issuer Depositor and the Indenture Trustee, as pledgee pledge of the Home Equity LoansMortgage Collateral, to execute and deliver, on behalf of itself, the IssuerDepositor, 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 Home Equity Mortgage Loans and with respect to the Mortgaged Properties. The IssuerDepositor, 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 Indenture Trustee Depositor shall deliver to the Servicer a limited power of attorney substantially in the form of Exhibit B hereto. If the Mortgage relating to a Home Equity Mortgage Loan did not have a Lien lien senior to the Home Equity 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 Home Equity Mortgage Loan had a lien senior to the Home Equity Mortgage 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 the prior 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 Depositor under this Servicing Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, provided that the following requirements are met:partner or agent.

The Servicer. (a) The Servicer shall service and administer the Home Equity Mortgage Loans in a manner generally consistent with the terms of the 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 Issuer and the Indenture Trustee, as pledgee of the Home Equity Loans and the Credit EnhancerMortgage Loans, for the performance of its duties and obligations hereunder in accordance with the terms hereofhereof and the Program Guide. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered by the Issuer and the Indenture Trustee, as pledgee of the Home Equity Mortgage Loans, to execute and deliver, on behalf of itself, the Issuer, 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 Home Equity Mortgage Loans and with respect to the Mortgaged Properties. The Issuer, 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 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 Home Equity Loan did not have a Lien senior to the Home Equity related Mortgage Loan on the related Mortgaged Property as of the related Cut-off 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 Home Equity Loan had a lien Lien senior to the Home Equity related Mortgage Loan on the related Mortgaged Property as of the related Cut-off Off Date, then the Servicer, in such capacity, may consent to the refinancing of the such prior senior lienLien; provided, provided that (i) the following requirements are met:resulting CLTV of such Mortgage Loan is no higher than the 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 is no higher than the interest rate on the loan evidencing the existing senior Lien immediately prior to the date of such refinancing (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 Agreement) to the Issuer under this 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 Home Equity Mortgage Loans 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 Issuer and the Indenture Trustee, as pledgee of the Home Equity Loans Noteholders, the Residual Certificateholders and the Credit Enhancer, Insurer for the performance of its duties and obligations hereunder in accordance with the terms hereof. 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 Issuer and the Indenture Trustee, as pledgee of the Home Equity LoansTrust, to execute and deliver, on behalf of itself, the Issuer, 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 Home Equity Mortgage Loans and with respect to the Mortgaged PropertiesProperties and to make deposits to and withdrawals from the Collection Account. The Issuer, 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, hereunder and consistent with the Indenture Trustee shall deliver to the Trustee’s internal policies. The Servicer a limited power of attorney substantially in the form of Exhibit B hereto. If the Mortgage relating to a Home Equity Loan did not have a Lien senior to the Home Equity Loan 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 Home Equity Loan had a lien senior to the Home Equity Loan on the related Mortgaged Property as of the Cut-off Date, then the Servicer, in such capacity, may consent to the refinancing of the prior senior lien, provided that the following requirements are met: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 Home Equity Mortgage Loans 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 Issuer and the Indenture Trustee, as pledgee of the Home Equity Loans Noteholders, the and the Credit EnhancerClass S Certificateholders, the Residual Certificateholders and the Insurer for the performance of its duties and obligations hereunder in accordance with the terms hereof. 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 Issuer and the Indenture Trustee, as pledgee of the Home Equity LoansTrust, to execute and deliver, on behalf of itself, the Issuer, 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 Home Equity Mortgage Loans and with respect to the Mortgaged PropertiesProperties and to make deposits to and withdrawals from the Collection Account. The Issuer, 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 Indenture Trustee shall deliver to the The Servicer a limited power of attorney substantially in the form of Exhibit B hereto. If the Mortgage relating to a Home Equity Loan did not have a Lien senior to the Home Equity Loan 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 Home Equity Loan had a lien senior to the Home Equity Loan on the related Mortgaged Property as of the Cut-off Date, then the Servicer, in such capacity, may consent to the refinancing of the prior senior lien, provided that the following requirements are met:that

The Servicer. (a) The Servicer shall service and administer the Home Equity Mortgage Loans 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 Issuer Servicer to carry out its servicing and the Indenture Trustee, as pledgee of the Home Equity Loans and the Credit Enhancer, for the performance of its administrative duties and obligations hereunder in accordance with the terms hereofhereunder. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered by the Issuer and the Indenture Trustee, as pledgee of the Home Equity Loans, to execute and deliver, on behalf of itself, the Issuer, 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 Home Equity 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 any Mortgage Loan unless (i) the Mortgaged Propertiesmodifications 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 and (ii) the Note Insurer consents to such modifications in writing; provided, however, that the Servicer shall be permitted to extend the final maturity date on a Mortgage Loan by 180 days or less without the consent of the Note Insurer. The Issuer, relationship of the Servicer (and of any successor to the Servicer as servicer under this Agreement) to the Indenture Trustee under this Agreement is intended by the parties to be that of an independent contractor 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 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 Home Equity Loan did not have a Lien senior to the Home Equity Loan on the related Mortgaged Property as of the Cut-off Date, then the Servicer, in such capacity, may not consent to the placing that of a lien senior to that of the Mortgage on the related Mortgaged Property. If the Mortgage relating to a Home Equity Loan had a lien senior to the Home Equity Loan on the related Mortgaged Property as of the Cut-off Datejoint venturer, then the Servicer, in such capacity, may consent to the refinancing of the prior senior lien, provided that the following requirements are met:partner or agent.

The Servicer. (a) The Servicer shall service and administer the Home Equity Revolving Credit Loans 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 Issuer and the Indenture Trustee, as pledgee of the Home Equity Loans and the Revolving Credit EnhancerLoans, for the performance of its duties and obligations hereunder in accordance with the terms hereof. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered by the Issuer and the Indenture Trustee, as pledgee of the Home Equity Revolving Credit Loans, to execute and deliver, on behalf of itself, the Issuer, 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 Home Equity Revolving Credit Loans and with respect to the Mortgaged Properties. The Issuer, 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 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 Home Equity Revolving Credit Loan did not have a Lien lien senior to the Home Equity Revolving Credit Loan 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 Home Equity Revolving Credit Loan had a lien senior to the Home Equity Revolving Credit Loan on the related Mortgaged Property as of the Cut-off Date, then the Servicer, in such capacity, may consent to the refinancing of the prior senior lien, provided that the following requirements are met:

The Servicer. (a) The Servicer shall service and administer the Home Equity 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 Issuer and Company, the Indenture Trustee, as pledgee of the Home Equity Loans Mortgage Collateral, and the Credit Enhancer, Securityholders for the performance of its duties and obligations hereunder in accordance with the terms hereofhereof 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 Issuer Company and the Indenture Trustee, as pledgee of the Home Equity LoansMortgage Collateral, to execute and deliver, on behalf of itself, the IssuerCompany, 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 Home Equity Mortgage Loans and with respect to the Mortgaged Properties. The IssuerCompany, 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 Indenture Trustee Company shall deliver to the Servicer a limited power of attorney substantially in the form of Exhibit B hereto. If the Mortgage relating to a Home Equity Mortgage Loan did not have a Lien lien senior to the Home Equity 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 Home Equity Mortgage Loan had a lien senior to the Home Equity Mortgage 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 the prior 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, provided that the following requirements are met:partner or agent.

The Servicer. (a) The Servicer shall service and administer the Home Equity Loans 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 Issuer and the Indenture Trustee, as pledgee of the Home Equity Loans and the Credit Enhancer, for the performance of its duties and obligations hereunder in accordance with the terms hereof. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered by the Issuer and the Indenture Trustee, as pledgee of the Home Equity Loans, to execute and deliver, on behalf of itself, the Issuer, 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 Home Equity Loans and with respect to the Mortgaged Properties. The Issuer, 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 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 Home Equity Loan did not have a Lien senior to the Home Equity Loan on the related Mortgaged Property as of the Cut-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 Home Equity Loan had a lien senior to the Home Equity Loan on the related Mortgaged Property as of the Cut-Cut off Date, then the Servicer, in such capacity, may consent to the refinancing of the prior senior lien, provided that the following requirements are met:

The Servicer. (a) The Servicer shall service and administer the Home Equity Mortgage Loans in a manner generally consistent with the terms of the 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 Issuer and the Indenture Trustee, as pledgee of the Home Equity Loans and the Credit EnhancerMortgage Loans, for the performance of its duties and obligations hereunder in accordance with the terms hereofhereof and the Program Guide. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered by the Issuer and the Indenture Trustee, as pledgee of the Home Equity Mortgage Loans, to execute and deliver, on behalf of itself, the Issuer, 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 Home Equity Mortgage Loans and with respect to the Mortgaged Properties. The Issuer, 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 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 Home Equity Loan Section 3.15, if the Mortgage did not have a Lien senior to the Home Equity related Mortgage Loan on the related Mortgaged Property as of the related Cut-off 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 Home Equity Loan had a lien Lien senior to the Home Equity related Mortgage Loan on the related Mortgaged Property as of the related Cut-off Off Date, then the Servicer, in such capacity, may not consent to the refinancing of the such prior senior lienLien; unless (i) the resulting CLTV of such Mortgage Loan is no higher than the 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 is no higher than the interest rate on the loan evidencing the existing senior Lien immediately prior to the date of such refinancing (meaning, provided in the case of an adjustable rate loan, a substantially similar index and a gross margin no higher than that of the following requirements are met: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 Agreement) to the Issuer under this 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 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 Home Equity Loans 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 Issuer and Issuing Entity, the Indenture Trustee, as pledgee of the Home Equity Loans Note Insurer, the Noteholders and the Credit Enhancer, for Certificateholders the performance of its duties and obligations hereunder in accordance with the terms hereof. Any amounts received by any subservicer in respect of a HELOC 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 Issuer and the Indenture Trustee, as pledgee of the Home Equity LoansIssuing Entity, to execute and deliver, on behalf of itself, the Issuer, 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 Home Equity Loans HELOCs and with respect to the Mortgaged PropertiesProperties and to make deposits to and withdrawals from the Custodial Account. The Issuer, 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 The 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 Home Equity Loan did not have a Lien senior to the Home Equity Loan 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 Home Equity Loan had a lien senior to the Home Equity Loan on the related Mortgaged Property as of the Cut-off Date, then the Servicer, in such capacity, may consent to the refinancing of the prior senior lien, provided that the following requirements are met:that

The Servicer. (a) The Servicer shall service and administer the Home Equity Mortgage Loans in a manner generally consistent with the terms of the 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 Issuer and the Indenture Trustee, as pledgee of the Home Equity Loans and the Credit EnhancerMortgage Loans, for the performance of its duties and obligations hereunder in accordance with the terms hereofhereof and the Program Guide. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered by the Issuer and the Indenture Trustee, as pledgee of the Home Equity Mortgage Loans, to execute and deliver, on behalf of itself, the Issuer, 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 Home Equity Mortgage Loans and with respect to the Mortgaged Properties. The Issuer, 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 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 Home Equity Loan did not have a Lien senior to the Home Equity related Mortgage Loan on the related Mortgaged Property as of the related Cut-off 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 Home Equity Loan had a lien Lien senior to the Home Equity related Mortgage Loan on the related Mortgaged Property as of the related Cut-off Off Date, then the Servicer, in such capacity, may consent to the refinancing of the such prior senior lienLien; provided, provided that (i) the following requirements are met:resulting CLTV of such Mortgage Loan is no higher than the 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 is no higher than the interest rate on the loan evidencing the existing senior Lien immediately prior to the date of such refinancing (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 Agreement) to the Issuer under this 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 Home Equity 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 Issuer and Depositor, the Indenture Trustee, as pledgee of the Home Equity Loans Mortgage Collateral, and the Credit Enhancer, Securityholders for the performance of its duties and obligations hereunder in accordance with the terms hereofhereof 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 Issuer Depositor and the Indenture Trustee, as pledgee of the Home Equity LoansMortgage Collateral, to execute and deliver, on behalf of itself, the IssuerDepositor, 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 Home Equity Mortgage Loans and with respect to the Mortgaged Properties. The IssuerDepositor, 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 Indenture Trustee Depositor shall deliver to the Servicer a limited power of attorney substantially in the form of Exhibit B hereto. If the Mortgage relating to a Home Equity Mortgage Loan did not have a Lien lien senior to the Home Equity 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 Home Equity Mortgage Loan had a lien senior to the Home Equity Mortgage Loan on the related Mortgaged Mort gaged Property as of the Cut-off Off Date, then the Servicer, in such capacity, may consent to the refinancing of the prior 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 Depositor under this Servicing Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, provided that the following requirements are met: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 Home Equity Mortgage Loans 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 Issuer and Trust, the Indenture Trustee, as pledgee of the Home Equity Loans Noteholders and the Credit Enhancer, for Residual Certificateholders the performance of its duties and obligations hereunder in accordance with the terms 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 proceeds 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 Issuer and the Indenture Trustee, as pledgee of the Home Equity LoansTrust, to execute and deliver, on behalf of itself, the Issuer, 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 Home Equity Mortgage Loans and with respect to the Mortgaged PropertiesProperties and to make deposits to and withdrawals from the Collection Account. The Issuer, 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 The 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 Home Equity Loan did not have a Lien senior to the Home Equity Loan 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 Home Equity Loan had a lien senior to the Home Equity Loan on the related Mortgaged Property as of the Cut-off Date, then the Servicer, in such capacity, may consent to the refinancing of the prior senior lien, provided that the following requirements are met:that

The Servicer. (a) The Servicer shall service and administer the Home Equity Mortgage Loans in a manner generally consistent with the terms of the 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 Issuer and the Indenture Trustee, as pledgee of the Home Equity Loans and the Credit EnhancerMortgage Loans, for the performance of its duties and obligations hereunder in accordance with the terms hereofhereof and the Program Guide. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered by the Issuer and the Indenture Trustee, as pledgee of the Home Equity Mortgage Loans, to execute and deliver, on behalf of itself, the Issuer, 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 Home Equity Mortgage Loans and with respect to the Mortgaged Properties. The Issuer, 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 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 Home Equity Loan Section 3.15, if the Mortgage did not have a Lien senior to the Home Equity related Mortgage Loan on the related Mortgaged Property as of the related Cut-off 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 Home Equity Loan had a lien Lien senior to the Home Equity related Mortgage Loan on the related Mortgaged Property as of the related Cut-off Off Date, then the Servicer, in such capacity, may not consent to the refinancing of the such prior senior lienLien; unless (i) the resulting CLTV of such Mortgage Loan is no higher than the 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 is no higher than the interest rate on the loan evidencing the existing senior Lien immediately prior to the date of such refinancing (meaning, provided in the case of an adjustable rate loan, a substantially similar index and a gross margin no higher than that of the following requirements are met: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 Agreement) to the Issuer under this 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 Home Equity Mortgage Loans 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 Issuer and the Indenture Trustee, as pledgee of the Home Equity Loans Noteholders, the Residual Certificateholders and the Credit Enhancer, Insurer for the performance of its duties and obligations hereunder in accordance with the terms hereof. 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 Issuer and the Indenture Trustee, as pledgee of the Home Equity LoansTrust, to execute and deliver, on behalf of itself, the Issuer, 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 Home Equity Mortgage Loans and with respect to the Mortgaged PropertiesProperties and to make deposits to and withdrawals from the Collection Account. The Issuer, 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, hereunder and consistent with the Indenture Trustee shall deliver to the Trustee's internal policies. The Servicer a limited power of attorney substantially in the form of Exhibit B hereto. If the Mortgage relating to a Home Equity Loan did not have a Lien senior to the Home Equity Loan 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 Home Equity Loan had a lien senior to the Home Equity Loan on the related Mortgaged Property as of the Cut-off Date, then the Servicer, in such capacity, may consent to the refinancing of the prior senior lien, provided that the following requirements are met:that

The Servicer. (a) The Servicer shall service and administer the Home Equity Mortgage Loans in a manner generally consistent with the terms of the 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 Issuer and the Indenture Trustee, as pledgee of the Home Equity Loans and the Credit EnhancerMortgage Loans, for the performance of its duties and obligations hereunder in accordance with the terms hereofhereof and the Program Guide. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered by the Issuer and the Indenture Trustee, as pledgee of the Home Equity Mortgage Loans, to execute and deliver, on behalf of itself, the Issuer, 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 Home Equity Mortgage Loans and with respect to the Mortgaged Properties. The Issuer, 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 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 relating to a Home Equity Loan did not have a Lien senior to the Home Equity Loan on the related Mortgaged Property 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. The Servicer may also, without prior approval of the 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 new Combined Loan-to-Value Ratio of any such Mortgage Loan after giving effect to such increase is less than or equal to the Combined Loan-to-Value Ratio of the Mortgage Loan 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 Home Equity Loan had a lien senior to the Home Equity Loan on the related Mortgaged Property as of the Date or Subsequent Cut-off Date, then as applicable, (iii) the ServicerServicer 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 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 Mortgage Loans; provided, further, however, that for Mortgage Loans with original Combined Loan-to-Value Ratios in excess of 80%, the Combined Loan-to-Value Ratio resulting from such capacity, may consent Credit Limit Increase must be less than or equal to the refinancing original Combined Loan-to-Value Ratio and at no time shall the aggregate Principal Balance of such Mortgage Loans exceed 5% of the prior senior lien, provided that current Pool Balance for the following requirements are met:Mortgage Loans.

The Servicer. (a) The Servicer shall service and administer the Home Equity Loans in a manner generally consistent with the terms of the 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 Issuer and the Indenture Trustee, as pledgee of the Home Equity Loans and the Credit EnhancerLoans, for the performance of its duties and obligations hereunder in accordance with the terms hereofhereof and the Program Guide. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered by the Issuer and the Indenture Trustee, as pledgee of the Home Equity Loans, to execute and deliver, on behalf of itself, the Issuer, 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 Home Equity Loans and with respect to the Mortgaged Properties. The Issuer, 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 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 Home Equity Loan did not have a Lien senior to the related Home Equity Loan on the related Mortgaged Property as of the related Cut-off 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 Home Equity Loan had a lien Lien senior to the related Home Equity Loan on the related Mortgaged Property as of the related Cut-off Off Date, then the Servicer, in such capacity, may consent to the refinancing of the such prior senior lienLien, provided that the 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 Home Equity Mortgage Loans 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 Issuer and Trust, the Indenture Trustee, as pledgee of the Home Equity Loans Noteholders and the Credit Enhancer, for Residual Certificateholders the performance of its duties and obligations hereunder in accordance with the terms 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 proceeds 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 Issuer and the Indenture Trustee, as pledgee of the Home Equity LoansTrust, to execute and deliver, on behalf of itself, the Issuer, 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 Home Equity Mortgage Loans and with respect to the Mortgaged PropertiesProperties and to make deposits to and withdrawals from the Collection Account. The Issuer, 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 The 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 Home Equity Loan did not have a Lien senior to the Home Equity Loan 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 Home Equity Loan had a lien senior to the Home Equity Loan on the related Mortgaged Property as of the Cut-off Date, then the Servicer, in such capacity, may consent to the refinancing of the prior senior lien, provided that the following requirements are met:that

The Servicer. (a) The Servicer shall service and administer the Home Equity Mortgage Loans 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 Issuer Servicer to carry out its servicing and the Indenture Trustee, as pledgee of the Home Equity Loans and the Credit Enhancer, for the performance of its administrative duties and obligations hereunder in accordance with the terms hereofhereunder. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered by the Issuer and the Indenture Trustee, as pledgee of the Home Equity Loans, to execute and deliver, on behalf of itself, the Issuer, 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 Home Equity 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 any Mortgage Loan unless (i) the Mortgaged Propertiesmodifications 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 and (ii) the Initial Purchaser consents to such modifications in writing. The Issuer, relationship of the Servicer (and of any successor to the Servicer as servicer under this Agreement) to the Indenture Trustee under this Agreement is intended by the parties to be that of an independent contractor 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 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 Home Equity Loan did not have a Lien senior to the Home Equity Loan on the related Mortgaged Property as of the Cut-off Date, then the Servicer, in such capacity, may not consent to the placing that of a lien senior to that of the Mortgage on the related Mortgaged Property. If the Mortgage relating to a Home Equity Loan had a lien senior to the Home Equity Loan on the related Mortgaged Property as of the Cut-off Datejoint venturer, then the Servicer, in such capacity, may consent to the refinancing of the prior senior lien, provided that the following requirements are met: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 Home Equity Mortgage Loans 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 Issuer and the Indenture Trustee, as pledgee of the Home Equity Loans Bondholders, the Residual Certificateholders and the Credit Enhancer, Insurer for the performance of its duties and obligations hereunder in accordance with the terms hereof. 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 Issuer and the Indenture Trustee, as pledgee of the Home Equity LoansTrust, to execute and deliver, on behalf of itself, the Issuer, 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 Home Equity Mortgage Loans and with respect to the Mortgaged PropertiesProperties and to make deposits to and withdrawals from the Collection Account. The Issuer, 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, hereunder and consistent with the Indenture Trustee shall deliver to the Trustee's internal policies. The Servicer a limited power of attorney substantially in the form of Exhibit B hereto. If the Mortgage relating to a Home Equity Loan did not have a Lien senior to the Home Equity Loan 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 Home Equity Loan had a lien senior to the Home Equity Loan on the related Mortgaged Property as of the Cut-off Date, then the Servicer, in such capacity, may consent to the refinancing of the prior senior lien, provided that the following requirements are met:that

The Servicer. (a) The Servicer shall service and administer the Home Equity Mortgage Loans in a manner generally consistent with the terms of the 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 Issuer and the Indenture Trustee, as pledgee of the Home Equity Loans and the Credit EnhancerMortgage Loans, for the performance of its duties and obligations hereunder in accordance with the terms hereofhereof and the Program Guide. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered by the Issuer and the Indenture Trustee, as pledgee of the Home Equity Mortgage Loans, to execute and deliver, on behalf of itself, the Issuer, 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 Home Equity Mortgage Loans and with respect to the Mortgaged Properties. The Issuer, 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 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 Home Equity Loan did not have a Lien senior to the Home Equity related Mortgage Loan on the related Mortgaged Property as of the related Cut-off 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 Home Equity Loan had a lien Lien senior to the Home Equity related Mortgage Loan on the related Mortgaged Property as of the related Cut-off Off Date, then the Servicer, in such capacity, may not consent to the refinancing of the such prior senior lienLien to the extent such refinancing shall increase the CLTV on the related Mortgage Loan. The relationship of the Servicer (and of any successor to the Servicer as servicer under this Agreement) to the Issuer under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, provided that the following requirements are met:partner or agent.

The Servicer. (a) The Servicer for the benefit of the Noteholders, shall service establish and administer the Home Equity Loans in a manner consistent maintain with the terms Indenture Trustee or its nominee in the name 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 Issuer and the Indenture Trustee, as pledgee on behalf of the Home Equity Loans Issuer, a Qualified Account (including any subaccounts thereof) bearing a designation clearly indicating that the funds and other property credited thereto are held for the benefit of the Noteholders (the "Excess Funding Account"). The Indenture Trustee shall possess all right, title ---------------------- and interest in all monies, instruments, investment property, documents, certificates of deposit and other property credited from time to time to the Excess Funding Account and in all proceeds, dividends distributions, earnings, income and revenue thereof for the benefit of the Noteholders. The Excess Funding Account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders. Except as expressly provided in this Indenture and the Credit Enhancer, for the performance of its duties Transfer and obligations hereunder in accordance with the terms hereof. Without limiting the generality of the foregoingServicing Agreement, the Servicer agrees that it shall continuehave no right of setoff or banker's lien against, and is hereby authorized no right to otherwise deduct from, any funds and empowered other property held in the Excess Funding Account for any amount owed to it by the Issuer and the Indenture Trustee, as pledgee the Issuer, any Noteholder or any Series Enhancer. If, at any time, the Excess Funding Account ceases to be a Qualified Account and the same is actually known to a Trustee Officer of the Home Equity Loans, to execute and deliver, on behalf of itself, the IssuerIndenture Trustee, the Indenture Trustee (or any of themthe Servicer on its behalf) shall within 15 days (or such longer period, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments with respect not to the Home Equity Loans and with respect to the Mortgaged Properties. The Issuer, the Indenture Trustee and the Custodianexceed thirty (30) calendar days, as applicableto which each Rating Agency may consent) establish a new Excess Funding Account meeting the conditions specified above, shall furnish the Servicer with transfer any powers monies, documents, instruments, investment property, certificates of attorney deposit and other documents necessary or appropriate property to enable such new Excess Funding Account and from the Servicer to carry out its servicing and administrative duties hereunder. On date such new Excess Funding Account is established, it shall be the Closing Date, the 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 Home Equity Loan did not have a Lien senior to the Home Equity Loan 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 Home Equity Loan had a lien senior to the Home Equity Loan on the related Mortgaged Property as of the Cut-off Date, then the Servicer, in such capacity, may consent to the refinancing of the prior senior lien, provided that the following requirements are met:"Excess ------ Funding Account." ----------------

The Servicer. (a) The Servicer shall service and administer the Home Equity 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 Issuer and Depositor, the Indenture Trustee, as pledgee of the Home Equity Loans Mortgage Collateral, and the Credit Enhancer, Securityholders for the performance of its duties and obligations hereunder in accordance with the terms hereofhereof 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 Issuer Depositor and the Indenture Trustee, as pledgee of the Home Equity LoansMortgage Collateral, to execute and deliver, on behalf of itself, the IssuerDepositor, 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 Home Equity Mortgage Loans and with respect to the Mortgaged Properties. The IssuerDepositor, 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 Indenture Trustee Depositor shall deliver to the Servicer a limited power of attorney substantially in the form of Exhibit B hereto. If the Mortgage relating to a Home Equity Mortgage Loan did not have a Lien lien senior to the Home Equity 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 Home Equity Mortgage Loan had a lien senior to the Home Equity Mortgage 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 the prior 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 Depositor under this Servicing Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, provided that the following requirements are met:partner or agent.

The Servicer. (a) The Servicer shall service and administer the Home Equity Mortgage Loans in a manner generally consistent with the terms of the 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 Issuer and the Indenture Trustee, as pledgee of the Home Equity Loans and the Credit EnhancerMortgage Loans, for the performance of its duties and obligations hereunder in accordance with the terms hereofhereof and the Program Guide. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered by the Issuer and the Indenture Trustee, as pledgee of the Home Equity Mortgage Loans, to execute and deliver, on behalf of itself, the Issuer, 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 Home Equity Mortgage Loans and with respect to the Mortgaged Properties. The Issuer, 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 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 relating to a Home Equity Loan did not have a Lien senior to the Home Equity 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 not consent effecting the timely payment of taxes and assessments on the properties subject to the placing Mortgage Loans shall not, for the purpose of calculating monthly distributions to the Noteholders, be added to the amount owing under the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loan so permit, and such costs shall be recoverable to the extent permitted by Section 3.03. The Servicer may enter into one or more agreements in connection with the offering of mortgage-backed notes evidencing interests in one or more of the Notes providing for the payment by the Servicer of amounts received by the Servicer as servicing compensation hereunder, which payment obligation will thereafter be an obligation of the Servicer hereunder. The relationship of the Servicer (and of any successor to the Servicer as servicer under this Agreement) to the Issuer under this Agreement is intended by the parties to be that of an independent contractor and not that of a lien senior to that of the Mortgage on the related Mortgaged Property. If the Mortgage relating to a Home Equity Loan had a lien senior to the Home Equity Loan on the related Mortgaged Property as of the Cut-off Datejoint venturer, then the Servicer, in such capacity, may consent to the refinancing of the prior senior lien, provided that the following requirements are met:partner or agent.

The Servicer. (a) The Servicer shall service and administer the Home Equity Mortgage Loans 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 Issuer Indenture Trustee and the Indenture Trustee, as pledgee of the Home Equity Loans and the Credit Enhancer, Noteholders for the performance of its duties and obligations hereunder in accordance with the terms hereof. Any amounts received by the Servicer 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 Issuer 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 Home Equity LoansOwner 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 Issuer, 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 Home Equity Mortgage Loans and with respect to the Mortgaged Properties. The IssuerUpon 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 Indenture Trustee shall deliver to the The Servicer a limited power of attorney substantially in the form of Exhibit B hereto. If the Mortgage relating to a Home Equity Loan did not have a Lien senior to the Home Equity Loan 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 a Home Equity Loan had a lien senior to the Home Equity Loan on the related Mortgaged Property as of the Cut-off Date, then the Servicer, in such capacity, may consent to the refinancing of the prior senior lien, provided that the following requirements are metsuch proposed lien is not secured by a note providing for negative amortization and:

The Servicer. (a) The Servicer shall service and administer the Home Equity Mortgage Loans 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 Issuer and the Indenture Trustee, as pledgee of the Home Equity Loans and the Credit Enhancer, for the performance of its duties and obligations hereunder limitations set forth in accordance with the terms hereof. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered by the Issuer and the Indenture Trustee, as pledgee of the Home Equity Loans, to execute and deliver, on behalf of itself, the Issuer, 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 Home Equity Loans and with respect to the Mortgaged Propertiesthis Agreement. The Issuer, 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 Indenture Servicer shall 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 deliver 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 part of 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 contrary, the Servicer shall not permit any modification with respect to any Mortgage Loan that would change the Mortgage Interest Rate, reduce or increase the principal balance, change the lien priority, or change the final maturity date on or of such Mortgage Loan unless (i) the Mortgagor is in default with respect to the Mortgage Loan or such default is, in the judgment of the Servicer, imminent and such modification would not be considered a Prohibited Transaction and (ii) the Certificate Insurer consents to such modifications in writing; provided, however, that the Servicer shall be permitted to extend the 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 is not extended beyond the Class A Final Scheduled Maturity Date. The relationship of the Servicer (and of any successor to the Servicer as servicer under this Agreement) to the Trustee under this Agreement is intended by the parties to be that of an independent contractor and not that of a limited power 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 attorney substantially 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 form 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 Exhibit B heretothe 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 relating 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 Home Equity Loan did "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 have 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 Lien senior taxable event to the Home Equity Loan 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 related Mortgaged Property 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 Cut-off DateTrustee. In addition, then prior to taking any action with respect to the ServicerTrust 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 capacityaction 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 not consent 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 placing of a lien senior to that of extent consistent with the Mortgage on REMIC Provisions, the related Mortgaged Property. If the Mortgage relating to a Home Equity Loan had a lien senior to the Home Equity Loan on the related Mortgaged Property as of the Cut-off Date, then the Servicer, former time period or requirement shall continue in such capacity, may consent to the refinancing of the prior senior lien, provided that the following requirements are met:force.

The Servicer. (a) The Servicer shall service and administer the Home Equity Loans HELOCs 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 or desirableadministration, it being understoodincluding but not limited to, howeverthe power and authority, that the Servicer shall at all times remain responsible subject to the Issuer terms hereof (i) to execute and deliver, on behalf of the Noteholders, Certificateholders, the Securities Administrator, the Master Servicer and the Indenture Trustee, as pledgee customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any related Mortgaged Property and assumptions of the Home Equity Loans Credit Line Agreements and related Mortgages (but only in the Credit Enhancermanner provided herein), for (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 performance ownership of its duties the Mortgaged Property securing any HELOC; provided that the Servicer shall take no action that is inconsistent with or prejudices the interests of the Trust Estate, the Noteholders, the Certificateholders or the Note Insurer or this Agreement in any HELOC or the rights and obligations hereunder in accordance with interests of the terms hereofDepositor, the Master Servicer, the Securities Administrator or the Indenture 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 Issuer Trust, the Depositor, the Securities Administrator, the Master Servicer and the Indenture Trustee, as pledgee of when the Home Equity LoansServicer believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of itselfthe Securities Administrator, the IssuerMaster Servicer, the Indenture Trustee Trustee, the 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 Home Equity 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 IssuerServicer 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 servicing service and administrative duties hereunderadminister the HELOCs. On Upon receipt of such documents, the Closing DateDepositor, 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 limited power 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 administering 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. 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 Date until the principal and interest on all HELOCs are paid in full, the Servicer shall 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 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 Home Equity Loan did not have a Lien senior Rate, the Due Date, the Minimum Monthly Payment or any other amount due under any HELOC; (ii) consent to the Home Equity Loan replacement of a senior lien on the related Mortgaged Property as if such replacement would increase the CLTV (which for purposes hereof, shall be the lesser of the Cut-off DateCLTV 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, then 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, in imminent) or release or substitute any collateral securing such capacityHELOC (except as otherwise set forth herein); or (vii) permit any modification, may not consent waiver or amendment of any term of any HELOC that would either (A) effect an exchange or reissuance of such HELOC under Section 1001 of the Code (or Treasury regulations promulgated thereunder) or (B) cause any REMIC created pursuant to the placing Indenture to fail to qualify as a REMIC under the Code or the imposition of a lien senior to that of any tax on “prohibited transactions” or “contributions after the Mortgage on startup date” under the related Mortgaged Property. If the Mortgage relating to a Home Equity Loan had a lien senior to the Home Equity Loan on the related Mortgaged Property as of the Cut-off Date, then the Servicer, in such capacity, may consent to the refinancing of the prior senior lien, provided that the following requirements are met:REMIC Provisions.

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 Home Equity Mortgage Loans 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 Issuer and Trust, the Indenture Trustee, as pledgee of the Home Equity Loans Noteholders and the Credit Enhancer, for Residual Certificateholders the performance of its duties and obligations hereunder in accordance with the terms 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 proceeds 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 Issuer and the Indenture Trustee, as pledgee of the Home Equity LoansTrust, to execute and deliver, on behalf of itself, the Issuer, 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 Home Equity Mortgage Loans and with respect to the Mortgaged PropertiesProperties and to make deposits to and withdrawals from the Collection Account. The Issuer, 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 The 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 Home Equity Loan did not have a Lien senior to the Home Equity Loan 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 Home Equity Loan had a lien senior to the Home Equity Loan on the related Mortgaged Property as of the Cut-off Date, then the Servicer, in such capacity, may consent to the refinancing of the prior senior lien, provided that the following requirements are met:that

The Servicer. (a) The Servicer shall service and administer the Home Equity Mortgage Loans in a manner generally consistent with the terms of the 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 Issuer and the Indenture Trustee, as pledgee of the Home Equity Loans and the Credit EnhancerMortgage Loans, for the performance of its duties and obligations hereunder in accordance with the terms hereofhereof and the Program Guide. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered by the Issuer and the Indenture Trustee, as pledgee of the Home Equity Mortgage Loans, to execute and deliver, on behalf of itself, the Issuer, 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 Home Equity Mortgage Loans and with respect to the Mortgaged Properties. The Issuer, 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 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 Home Equity Loan Section 3.15, if the Mortgage did not have a Lien senior to the Home Equity related Mortgage Loan on the related Mortgaged Property as of the related Cut-off 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 Home Equity Loan had a lien Lien senior to the Home Equity related Mortgage Loan on the related Mortgaged Property as of the related Cut-off Off Date, then the Servicer, in such capacity, may not consent to the refinancing of the such prior senior lienLien; unless (i) the resulting CLTV of such Mortgage Loan is no higher than the 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 is no higher than the interest rate on the loan evidencing the existing senior Lien immediately prior to the date of such refinancing (meaning, provided in the case of an adjustable rate loan, a substantially similar index and a gross margin no higher than that of the following requirements are met: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 Agreement) to the Issuer under this 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 Home Equity Mortgage Loans 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 Issuer Servicer to carry out its servicing and the Indenture Trustee, as pledgee of the Home Equity Loans and the Credit Enhancer, for the performance of its administrative duties and obligations hereunder in accordance with the terms hereofhereunder. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered by the Issuer and the Indenture Trustee, as pledgee of the Home Equity Loans, to execute and deliver, on behalf of itself, the Issuer, 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 Home Equity 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 any Mortgage Loan unless (i) the Mortgaged Properties. The Issuermodifications do not decrease the Mortgage Interest Rate, reduce or increase the Indenture Trustee 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 and (ii) the CustodianNote Insurer consents to such modifications in writing; provided, as applicablehowever, shall furnish that the Servicer with shall be permitted to extend the final maturity date on any powers of attorney and other documents necessary Mortgage Loan by 180 days or appropriate to enable less without the Servicer to carry out its servicing and administrative duties hereunder. On the Closing Date, the 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 Home Equity Loan did not have a Lien senior to the Home Equity Loan on the related Mortgaged Property as consent 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 Home Equity Loan had a lien senior to the Home Equity Loan on the related Mortgaged Property as of the Cut-off Date, then the Servicer, in such capacity, may consent to the refinancing of the prior senior lien, provided that the following requirements are met:Note Insurer.

The Servicer. (a) The Servicer shall service and administer the Home Equity 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 Issuer and Company, the Indenture Trustee, as pledgee of the Home Equity Loans Mortgage Collateral, and the Credit Enhancer, Securityholders for the performance of its duties and obligations hereunder in accordance with the terms hereofhereof 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 Issuer Company and the Indenture Trustee, as pledgee of the Home Equity LoansMortgage Collateral, to execute and deliver, on behalf of itself, the IssuerCompany, 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 Home Equity Mortgage Loans and with respect to the Mortgaged Properties. The IssuerCompany, 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 Indenture Trustee Company shall deliver to the Servicer a limited power of attorney substantially in the form of Exhibit B hereto. If the Mortgage relating to a Home Equity Mortgage Loan did not have a Lien lien senior to the Home Equity 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 Home Equity Mortgage Loan had a lien senior to the Home Equity Mortgage Loan on the related Mortgaged Mort gaged Property as of the Cut-off Off Date, then the Servicer, in such capacity, may consent to the refinancing of the prior 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, provided that the following requirements are met: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 and administer at all times be credited to a securities account of the Home Equity Loans in a manner consistent with Trustee, (b) such securities intermediary shall treat the terms of this Servicing Agreement and which 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 normal 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 usual the property credited thereto shall not be subject to any lien, security interest, or right of set-off in its general mortgage servicing activities 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 preceding sentence that are defined in the New York UCC and not otherwise defined herein shall have full power and authoritythe meaning set forth in the New York UCC. Except as permitted by this Section 4.02, acting alone the Trustee shall not hold Eligible Investments through an agent or through a subservicer, nominee. Funds on deposit in the 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 business on the Transfer Date following such Monthly Period. No Eligible Investment shall be disposed of prior to do any and all things in connection with such servicing and administration which it may deem necessary or desirable, it being understoodits maturity; 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 Issuer maturity of such Eligible Investment, a default occurs in the payment 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 Indenture Trustee, Special Funding Account shall be treated as pledgee Collections of Finance Charge Receivables with respect to the last day of the Home Equity Loans related 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 Credit Enhancer, for the performance of its duties and obligations hereunder in accordance with the terms hereof. 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 Issuer and the Indenture Trusteeif any, as pledgee of the Home Equity Loans, to execute and deliver, on behalf of itself, the Issuer, 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 Home Equity Loans allocation and payment provisions in the Supplement with respect to the Mortgaged Properties. The Issuereach 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 Indenture Trustee shall deliver withdraw such amount (up to the Servicer a limited power of attorney substantially amount on deposit in the form of Exhibit B hereto. If Special Funding Account) from the Mortgage relating to a Home Equity Loan did not have a Lien senior to the Home Equity Loan Special Funding Account on the succeeding Distribution Date and allocate such amount among each such Series as specified in each related Mortgaged Property as Supplement; provided, however, that funds shall only be withdrawn from the Special Funding Account for allocation to such Principal Shortfalls. For purposes of determining the Cut-off Dateavailability of funds or the balances in the Special Funding Account for any reason under this Agreement, then the Servicer, in all investment earnings net of investment expenses and losses on such capacity, may funds shall be deemed not consent to the placing of a lien senior to that of the Mortgage be available or on the related Mortgaged Property. If the Mortgage relating to a Home Equity Loan had a lien senior to the Home Equity Loan on the related Mortgaged Property as of the Cut-off Date, then the Servicer, in such capacity, may consent to the refinancing of the prior senior lien, provided that the following requirements are met:deposit.

The Servicer. (a) The Servicer shall service and administer the Home Equity 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 Issuer and Company, the Indenture Trustee, as pledgee of the Home Equity Loans Mortgage Collateral, and the Credit Enhancer, Securityholders for the performance of its duties and obligations hereunder in accordance with the terms hereofhereof 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 Issuer Company and the Indenture Trustee, as pledgee of the Home Equity LoansMortgage Collateral, to execute and deliver, on behalf of itself, the IssuerCompany, 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 Home Equity Mortgage Loans and with respect to the Mortgaged Properties. The IssuerCompany, 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 Indenture Trustee Company shall deliver to the Servicer a limited power of attorney substantially in the form of Exhibit B hereto. If the Mortgage relating to a Home Equity Mortgage Loan did not have a Lien lien senior to the Home Equity 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 Home Equity Mortgage Loan had a lien senior to the Home Equity Mortgage Loan on the related Mortgaged Mort gaged Property as of the Cut-off Off Date, then the Servicer, in such capacity, may consent to the refinancing of the prior such senior lien, ; provided that (i) the following requirements are met: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 Home Equity Mortgage Loans 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 Issuer and the Indenture Trustee, as pledgee of the Home Equity Loans Bondholders, the Residual Certificateholders and the Credit Enhancer, Insurer for the performance of its duties and obligations hereunder in accordance with the terms hereof. 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 Issuer and the Indenture Trustee, as pledgee of the Home Equity LoansTrust, to execute and deliver, on behalf of itself, the Issuer, 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 Home Equity Mortgage Loans and with respect to the Mortgaged PropertiesProperties and to make deposits to and withdrawals from the Collection Account. The Issuer, 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, hereunder and consistent with the Indenture Trustee shall deliver to the Trustee’s internal policies. The Servicer a limited power of attorney substantially in the form of Exhibit B hereto. If the Mortgage relating to a Home Equity Loan did not have a Lien senior to the Home Equity Loan 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 Home Equity Loan had a lien senior to the Home Equity Loan on the related Mortgaged Property as of the Cut-off Date, then the Servicer, in such capacity, may consent to the refinancing of the prior senior lien, provided that the following requirements are met:

The Servicer. In addition, US Foodservice hereby agrees to act as, the Company and the Trustee hereby consent to US Foodservice's being appointed to act as, and the Investor Certificateholders by their acceptance of the Certificates consent to US Foodservice's being appointed to act as, such parties' agent to coordinate the servicing of the Receivables by the Sub-Servicers. In such agency capacities, the Servicer will have responsibility for the management of the servicing and receipt of Collections in respect of the Receivables and will have the authority to make any management decisions relating to the Receivables to the extent such authority is granted to the Servicer under any Pooling and Servicing Agreement. The Company, the Trustee and the Investor 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, (ax) The each Sub-Servicer shall 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 Home Equity Loans in Receivables originated by it, and (z) the Investor Certificateholders by their acceptance of the Certificates consent to such Sub-Servicer's acting as a manner consistent with Sub-Servicer and being appointed their agent to service and administer the terms of this Servicing Agreement and which shall Receivables originated by it. Each Sub-Servicer will be normal and usual in its general mortgage servicing activities and shall have full power and authorityresponsible, acting alone or through a subserviceras directed by the Servicer, to do any and all things in connection with such for the servicing and administration which it may deem necessary or desirable, it being understood, however, that of the Receivables originated by such Sub-Servicer. RS has executed and delivered the Servicer shall 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 all times remain responsible least 10 days' prior written notice to the Issuer 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 Indenture Trustee, as pledgee Investor Certificateholders by their acceptance of the Home Equity Loans and the Credit Enhancer, for the performance of its duties and obligations hereunder in accordance with the terms hereof. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered by the Issuer and the Indenture Trustee, as pledgee of the Home Equity Loans, to execute and deliver, on behalf of itself, the Issuer, 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 Home Equity Loans and with respect to the Mortgaged Properties. The Issuer, 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 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 Home Equity Loan did not have a Lien senior to the Home Equity Loan on the related Mortgaged Property as of the Cut-off Date, then the Servicer, in such capacity, may not 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 Home Equity Loan had a lien senior to the Home Equity 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 the prior senior lien, provided that the following requirements are met:acceptance and assumption.

The Servicer. (a) The Servicer shall service and administer the Home Equity Mortgage Loans in a manner generally consistent with the terms of the 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 Issuer and the Indenture Trustee, as pledgee of the Home Equity Loans and the Credit EnhancerMortgage Loans, for the performance of its duties and obligations hereunder in accordance with the terms hereofhereof and the Program Guide. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered by the Issuer and the Indenture Trustee, as pledgee of the Home Equity Mortgage Loans, to execute and deliver, on behalf of itself, the Issuer, 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 Home Equity Mortgage Loans and with respect to the Mortgaged Properties. The Issuer, 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 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 Home Equity Loan Section 3.15, if the Mortgage did not have a Lien senior to the Home Equity related Mortgage Loan on the related Mortgaged Property as of the related Cut-off 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 Home Equity Loan had a lien Lien senior to the Home Equity related Mortgage Loan on the related Mortgaged Property as of the related Cut-off Off Date, then the Servicer, in such capacity, may not consent to the refinancing of the such prior senior lienLien; unless (i) the resulting CLTV of such Mortgage Loan is no higher than the 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 is no higher than the interest rate on the loan evidencing the existing senior Lien immediately prior to the date of such refinancing (meaning, provided in the case of an adjustable rate loan, a substantially similar index and a gross margin no higher than that of the following requirements are met: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 Agreement) to the Issuer under this 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 Home Equity 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 Issuer and Company, the Indenture Trustee, as pledgee of the Home Equity Loans Mortgage Collateral, and the Credit Enhancer, Securityholders for the performance of its duties and obligations hereunder in accordance with the terms hereofhereof 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 Issuer Company and the Indenture Trustee, as pledgee of the Home Equity LoansMortgage Collateral, to execute and deliver, on behalf of itself, the IssuerCompany, 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 Home Equity Mortgage Loans and with respect to the Mortgaged Properties. The IssuerCompany, 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 Indenture Trustee Company shall deliver to the Servicer a limited power of attorney substantially in the form of Exhibit B hereto. If the Mortgage relating to a Home Equity Mortgage Loan did not have a Lien lien senior to the Home Equity 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 Home Equity Mortgage Loan had a lien senior to the Home Equity Mortgage 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 the prior such senior lien, ; provided that (i) the following requirements are met: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 Home Equity Mortgage Loans in a manner generally consistent with the terms of the 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 Issuer and the Indenture Trustee, as pledgee of the Home Equity Loans and the Credit EnhancerMortgage Loans, for the performance of its duties and obligations hereunder in accordance with the terms hereofhereof and the Program Guide. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered by the Issuer and the Indenture Trustee, as pledgee of the Home Equity Mortgage Loans, to execute and deliver, on behalf of itself, the Issuer, 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 Home Equity Mortgage Loans and with respect to the Mortgaged Properties. The Issuer, 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 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 Home Equity Loan did not have a Lien senior to the Home Equity related Mortgage Loan on the related Mortgaged Property as of the related Cut-off 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 Home Equity Loan had a lien Lien senior to the Home Equity related Mortgage Loan on the related Mortgaged Property as of the related Cut-off Off Date, then the Servicer, in such capacity, may not consent to the refinancing of the such prior senior lienLien. The relationship of the Servicer (and of any successor to the Servicer as servicer under this Agreement) to the Issuer under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, provided that the following requirements are met:partner or agent.

The Servicer. (a) The Servicer shall service and ------------ administer the Home Equity Mortgage Loans in a manner consistent with on behalf of 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 Issuer and the Indenture Trustee, as pledgee of the Home Equity Loans and the Credit Enhancer, for the performance of its duties and obligations hereunder in accordance with the terms hereof. 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 Issuer and the Indenture TrusteeTrustee to, as pledgee of the Home Equity Loans, to execute and deliver, on behalf of itself, the Issuer, 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 Home Equity Loans Mortgage Loans, the insurance policies and with respect accounts related thereto and the properties subject to the Mortgaged PropertiesMortgages. The IssuerUpon 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 Indenture Trustee 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 limited 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 Home Equity Loan did not have a Lien senior to the Home Equity Loan 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 PropertyMortgage Note and Mortgage Loan or distributions to be made to Certificateholders. If Such costs shall be recoverable by the Mortgage relating Servicer pursuant to a Home Equity Loan had a lien senior to the Home Equity Loan on the related Mortgaged Property as of the Cut-off Date, then the Servicer, in such capacity, may consent to the refinancing of the prior senior lien, provided that the following requirements are met:Section 3.04.

The Servicer. (a) The Servicer shall service and administer the Home Equity Mortgage Loans in a manner generally consistent with the terms of the 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 Issuer and the Indenture Trustee, as pledgee of the Home Equity Loans and the Credit EnhancerMortgage Loans, for the performance of its duties and obligations hereunder in accordance with the terms hereofhereof and the Program Guide. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered by the Issuer and the Indenture Trustee, as pledgee of the Home Equity Mortgage Loans, to execute and deliver, on behalf of itself, the Issuer, 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 Home Equity Mortgage Loans and with respect to the Mortgaged Properties. The Issuer, 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 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 Home Equity Loan Section 3.15, if the Mortgage did not have a Lien senior to the Home Equity related Mortgage Loan on the related Mortgaged Property as of the related Cut-off 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 Home Equity Loan had a lien Lien senior to the Home Equity related Mortgage Loan on the related Mortgaged Property as of the related Cut-off Off Date, then the Servicer, in such capacity, may not consent to the refinancing of the such prior senior lienLien; unless (i) the resulting CLTV of such Mortgage Loan is no higher than the 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 is no higher than the interest rate on the loan evidencing the existing senior Lien immediately prior to the date of such refinancing (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 requirements are met: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 Agreement) to the Issuer under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent.