Common use of The Servicer Clause in Contracts

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

The Servicer. (a) The Servicer shall service and administer the Mortgage Loans in the same manner as would prudent institutional mortgage lenders servicing comparable mortgage loans for their own account in the jurisdictions where the related Mortgaged Properties are located and in a manner consistent accordance with the terms of this Servicing Agreement Agreement, following such procedures as it would employ in its good faith business judgment and which shall be are normal and usual in its general mortgage servicing activities 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, how everhowever, that the Servicer shall at all times remain responsible to the Company, Issuer and the Indenture Trustee, as pledgee of the Mortgage Collateral, and the Securityholders Trustee for the performance of its duties and obligations hereunder in accordance with the terms hereof and the servicing standard set forth abovehereof. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered by the Company Issuer and the Indenture Trustee, as pledgee of the Mortgage CollateralLoans, to execute and deliver, on behalf of itself, the CompanyIssuer, the Securityholders and the Indenture Trustee or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge discharge, or of consent to modification in connection with a proposed conveyance, or of assignment of any Mortgage and Mortgage Note in connection with the repurchase of a Loan and all other comparable instruments with respect to the Mortgage Loans and with respect to the Mortgaged Properties, or with respect to the modification or re-recording of a Mortgage for the purpose of correcting the Mortgage, the subordination of the lien of the Mortgage in favor of a public utility company or government agency or unit with powers of eminent domain, the taking of a deed in lieu of foreclosure, the commencement, prosecution or completion of judicial or non-judicial foreclosure, the acquisition of any property acquired by foreclosure or deed in lieu of foreclosure, or the management, marketing and conveyance of any property acquired by foreclosure or deed in lieu of foreclosure. The CompanyIssuer, the Indenture Trustee and the Custodian, as applicable, shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. On the Closing Date, the Company Indenture Trustee shall deliver to the Servicer a limited power of attorney substantially in the form of Exhibit B hereto. If the Mortgage relating to a Mortgage Loan did not have a lien senior to the Loan on the related Mortgaged Property as of the Cut-Off off Date, then the Servicer, in such capacity, may not consent to the placing of a lien senior to that of the Mortgage on the related Mortgaged Property. If the Mortgage relating to a Mortgage Loan had a lien senior to the Mortgage Loan on the related Mort gaged Mortgaged Property as of the Cut-Off off Date, then the Servicer, in such capacity, may consent to the refinancing of such the prior senior lien; PROVIDED , provided that (i) the resulting Combined Loan-to-Value Ratio of such Mortgage Loan is no higher than the Combined Loan-to-Value Ratio prior to such refinancing and (ii) the interest rate for the loan evidencing the refinanced senior lien on the date of such refinancing is no higher than the interest rate on the loan evidencing the existing senior lien immediately prior to the date of such refinancing. The relationship of the Servicer (and of any successor to the Servicer as servicer under this Servicing Agreement) to the Company under this Servicing Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent.following requirements are met:

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

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

The Servicer. (a) The Servicer shall service and administer the Mortgage Loans in the same manner as would prudent institutional mortgage lenders servicing comparable mortgage loans for their own account in the jurisdictions where the related Mortgaged Properties are located and in a manner consistent with the terms of this Servicing Agreement Agreement, the terms of any provisions of any related Primary Insurance Policy 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, how everhowever, that the Servicer shall at all times remain responsible to the Company, Issuer and the Indenture Trustee, as pledgee of the Mortgage CollateralLoans, and the Securityholders for the performance of its duties and obligations hereunder in accordance with the terms hereof and the servicing standard set forth abovehereof. Without limiting the generality of the foregoing, the Servicer shall continue, and in its own name or in the name of a Subservicer is hereby authorized and empowered by the Company Issuer and the Indenture Trustee, as pledgee of the Mortgage CollateralLoans, when the Servicer or the Subservicer, as the case may be, believes it appropriate in its best judgment, to execute and deliver, on behalf of itself, the Company, the Securityholders Issuer and the Indenture Trustee or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge discharge, or of consent to assumption or modification in connection with a proposed conveyance, or of assignment of any Mortgage and Mortgage Note in connection with the repurchase of a Mortgage Loan and all other comparable instruments instruments, or with respect to the modification or re-recording of a Mortgage for the purpose of correcting the Mortgage, the subordination of the lien of the Mortgage in favor of a public utility company or government agency or unit with powers of eminent domain, the taking of a deed in lieu of foreclosure, the commencement, prosecution or completion of judicial or non-judicial foreclosure, the conveyance of a Mortgaged Property to the related insurer of a Primary Insurance Policy, the acquisition of any property acquired by foreclosure or deed in lieu of foreclosure, or the management, marketing and conveyance of any property acquired by foreclosure or deed in lieu of foreclosure with respect to the Mortgage Loans and with respect to the Mortgaged Properties. The CompanyIssuer, the Indenture Trustee and the Custodian, as applicable, shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. In addition, the Servicer may, at its own discretion and on behalf of the Indenture Trustee, obtain credit information in the form of a "credit score" from a credit repository. On the Closing Date, the Company Indenture Trustee shall deliver to the Servicer a limited power of attorney substantially in the form of Exhibit B hereto. The Servicer is further authorized and empowered by the Issuer and the Indenture Trustee, on behalf of the Noteholders and the Indenture Trustee, in its own name or in the name of the Subservicer, when the Servicer or the Subservicer, as the case may be, believes it appropriate in its best judgment to register any Mortgage Loan on the MERS(R) System, or cause the removal from the registration of any Mortgage Loan on the MERS(R) System, to execute and deliver, on behalf of the Indenture Trustee and the Noteholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Indenture Trustee and its successors and assigns. Any expenses incurred in connection with the actions described in the preceding sentence shall be borne by the Servicer, with no right of reimbursement. Notwithstanding the foregoing, subject to Section 3.02(a), the Servicer shall not permit any modification with respect to any Mortgage Loan that would both constitute a sale or exchange of such Mortgage Loan within the meaning of Section 1001 of the Code and any proposed, temporary or final regulations promulgated thereunder and cause either REMIC I or REMIC II to fail to qualify as a REMIC under the Code or, except as provided in Section 11.01(f) of the Indenture, cause the imposition of a tax upon either of the REMICs (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code). If the Mortgage relating to a Mortgage Loan did not have a lien Lien senior to the related Mortgage Loan on the related Mortgaged Property as of the related Cut-Off Date, then the Servicer, in such capacity, may not consent to the placing of a lien Lien senior to that of the Mortgage on the related Mortgaged Property. If the Mortgage relating to a Mortgage Loan had a lien Lien senior to the related Mortgage Loan on the related Mort gaged Mortgaged Property as of the related Cut-Off Date, then the Servicer, in such capacity, may not consent to the refinancing of such prior senior lien; PROVIDED that (i) the resulting Combined Loan-to-Value Ratio of such Mortgage Loan is no higher than the Combined Loan-to-Value Ratio prior to such refinancing and (ii) the interest rate for the loan evidencing the refinanced senior lien on the date of such refinancing is no higher than the interest rate on the loan evidencing the existing senior lien immediately prior to the date of such refinancingLien. The relationship of the Servicer (and of any successor to the Servicer as servicer under this Servicing Agreement) to the Company Issuer under this Servicing Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent.

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

The Servicer. (a) The Servicer shall service and administer the Mortgage Loans in the same manner as would prudent institutional mortgage lenders servicing comparable mortgage loans for their own account in the jurisdictions where the related Mortgaged Properties are located and in a manner consistent accordance with the terms of this Servicing Agreement Agreement, following such procedures as it would employ in its good faith business judgment and which shall be are normal and usual in its general mortgage servicing activities 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, how everhowever, that the Servicer shall at all times remain responsible to the Company, Issuing Entity and the Indenture Trustee, as pledgee of the Mortgage Collateral, and the Securityholders Trustee for the performance of its duties and obligations hereunder in accordance with the terms hereof and the servicing standard set forth abovehereof. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered by the Company Issuing Entity and the Indenture Trustee, as pledgee of the Mortgage CollateralLoans, to execute and deliver, on behalf of itself, the CompanyIssuing Entity, 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 discharge, or of consent to modification in connection with a proposed conveyance, or of assignment of any Mortgage and Mortgage Note in connection with the repurchase of a Loan and all other comparable instruments with respect to the Mortgage Loans and with respect to the Mortgaged Properties, or with respect to the modification or re-recording of a Mortgage for the purpose of correcting the Mortgage, the subordination of the lien of the Mortgage in favor of a public utility company or government agency or unit with powers of eminent domain, the taking of a deed in lieu of foreclosure, the commencement, prosecution or completion of judicial or non-judicial foreclosure, the acquisition of any property acquired by foreclosure or deed in lieu of foreclosure, or the management, marketing and conveyance of any property acquired by foreclosure or deed in lieu of foreclosure. The CompanyIssuing Entity, the Indenture Trustee and the Custodian, as applicable, shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. On the Closing Date, the Company Indenture Trustee shall deliver to the Servicer a limited power of attorney substantially in the form of Exhibit B hereto. If the Mortgage relating to a Mortgage Loan did not have a lien senior to the Loan on the related Mortgaged Property as of the Cut-Off off Date, then the Servicer, in such capacity, may not consent to the placing of a lien senior to that of the Mortgage on the related Mortgaged Property. If the Mortgage relating to a Mortgage Loan had a lien senior to the Mortgage Loan on the related Mort gaged Mortgaged Property as of the Cut-Off off Date, then the Servicer, in such capacity, may consent to the refinancing of such the prior senior lien; PROVIDED , provided that (i) the resulting Combined Loan-to-Value Ratio of such Mortgage Loan is no higher than the Combined Loan-to-Value Ratio prior to such refinancing and (ii) the interest rate for the loan evidencing the refinanced senior lien on the date of such refinancing is no higher than the interest rate on the loan evidencing the existing senior lien immediately prior to the date of such refinancing. The relationship of the Servicer (and of any successor to the Servicer as servicer under this Servicing Agreement) to the Company under this Servicing Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent.following requirements are met:

The Servicer. (a) The Servicer shall, or shall cause the Subservicers to, service and administer the Mortgage Home Equity Loans in the same manner as would prudent institutional mortgage lenders servicing comparable mortgage loans for their own account in the jurisdictions where the related Mortgaged Properties are located and in a manner consistent with the terms of this Servicing Agreement and which the Settlement Agreement (to the extent that no term or provision of the Settlement Agreement (excluding those terms identified in the Specified Filing) shall be normal adversely affect in any material respect the interests of the Noteholders) 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, how everhowever, that the Servicer shall at all times remain responsible to the Company, the Indenture Trustee, as pledgee of the Mortgage Collateral, Trustee and the Securityholders Noteholders for the performance of its duties and obligations hereunder in accordance with the terms hereof and hereof. Any amounts received by the servicing standard set forth aboverelated 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. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered by the Company and the Indenture Trustee, (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 Trust, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage Collateralin the name of MERS, solely as nominee for the Trust and its successors and assigns, and (ii) to execute and deliver, on behalf of itself, the Company, the Securityholders Noteholders and the Indenture Trustee or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments instruments, with respect to the Mortgage Home Equity Loans and with respect to the Mortgaged Properties. The CompanyUpon the written request of the Servicer, the Depositor and the Indenture Trustee and the Custodian, as applicable, shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. On the Closing Date, the Company shall deliver to the The Servicer a power of attorney substantially in the form of Exhibit B hereto. If the Mortgage relating to a Mortgage Loan did not have a lien senior on the related Mortgaged Property as of the Cut-Off Date, then the Servicer, in such capacity, capacity may not also consent to the placing of a proposed lien senior to that of the Mortgage on the related Mortgaged Property. If the Mortgage relating to , provided that such proposed lien is not secured by a Mortgage Loan had a lien senior to the Mortgage Loan on the related Mort gaged Property as of the Cut-Off Date, then the Servicer, in such capacity, may consent to the refinancing of such senior lien; PROVIDED that (i) the resulting Combined Loan-to-Value Ratio of such Mortgage Loan is no higher than the Combined Loan-to-Value Ratio prior to such refinancing and (ii) the interest rate note providing for the loan evidencing the refinanced senior lien on the date of such refinancing is no higher than the interest rate on the loan evidencing the existing senior lien immediately prior to the date of such refinancing. The relationship of the Servicer (and of any successor to the Servicer as servicer under this Servicing Agreement) to the Company under this Servicing Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent.negative amortization and:

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

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

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

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

The Servicer. (a) The Servicer Servicer, either itself or through a subservicer, shall service and administer the Mortgage Loans in the same manner as would prudent institutional mortgage lenders servicing comparable mortgage loans for their own account in the jurisdictions where the related Mortgaged Properties are located and in a manner consistent accordance with the terms of this Servicing Agreement and which shall be normal and usual in its general mortgage servicing activities Accepted Servicing Practices, and shall have full power and authority, acting alone or through a subserviceralone, to do or cause to be done any and all things in connection with such servicing and administration which it the Servicer may deem necessary or desirable, it being understood, how ever, that the Servicer shall at all times remain responsible to the Company, the Indenture Trustee, as pledgee of the Mortgage Collateral, desirable and the Securityholders for the performance of its duties and obligations hereunder in accordance consistent with the terms hereof of this Servicing Agreement and with Accepted Servicing Practices. The Servicer shall service and administer the servicing standard set forth aboveLoans through the exercise of the same care that it customarily employs for its own account. Consistent with the terms of this Servicing Agreement, the Servicer may waive, modify or vary any term of any Loan or consent to the postponement of any such term or in any manner grant indulgence to any Mortgagor if in the Servicer’s reasonable and prudent determination such waiver, modification, postponement or indulgence is not materially adverse to the Indenture Trustee or the Securityholders. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered by the Company and the Indenture Trustee, as pledgee of the Mortgage Collateralempowered, to prepare, execute and deliver, on behalf of itself, the Company, the Securityholders and the Indenture Trustee or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or release, discharge and all other comparable instruments instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Properties. Notwithstanding the foregoing, the Servicer may not modify or permit any Subservicer to modify any Group 2 Loan (including without limitation any modification that would change the Mortgage Interest Rate, forgive the payment of any principal or interest (unless in connection with the liquidation of the related Loan) or extend the final maturity date of such Loan) unless such Loan is in default or, in the judgment of the Servicer, such default is reasonably foreseeable. The CompanyServicer is authorized and empowered by the Indenture Trustee, in its own name, when the Servicer believes it appropriate in its reasonable judgment to register any Loan on the MERS® System, or cause the removal from the registration of any Loan on the MERS® System, to execute and deliver, on behalf of the Indenture 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. MERS will be named as holder of the loan solely as nominee for the Indenture Trustee and its successors and assigns. Unless a different time period is stated in this Servicing Agreement, the Indenture Trustee shall be deemed to have given consent in connection with a matter under this Servicing Agreement if the Indenture Trustee does not affirmatively grant or deny consent within five (5) Business Days from the date the Indenture Trustee receives a second written request for consent for such matter from the Servicer. The Servicer shall fully report, to the extent of standard Fidelity reporting capabilities, its borrower credit files related to the Loans to Equifax Credit Information Services, Inc., TransUnion LLC and the CustodianExperian in a timely manner. When required by law or it is otherwise prudent to do so, as applicable, shall furnish the Servicer with may suspend credit reporting for any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. On the Closing Date, the Company shall deliver to the Servicer a power of attorney substantially in the form of Exhibit B heretoLoan. If the Mortgage relating to a Mortgage Loan did not have a lien senior to the Loan on the related Mortgaged Property as of the Cut-Off off Date, then the Servicer, in such capacity, may not consent to the placing of a lien senior to that of the Mortgage on the related Mortgaged Property. If the Mortgage relating to a Mortgage Loan had a lien senior to the Mortgage Loan on the related Mort gaged Mortgaged Property as of the Cut-Off off Date, then the Servicer, in such capacity, may consent to the refinancing of such the prior senior lien; PROVIDED , provided, that (i) the resulting Combined Loan-to-Value Ratio of such Mortgage Loan is no higher than the Combined Loan-to-Value Ratio prior to such refinancing and (ii) the interest rate for the loan evidencing the refinanced senior lien on the date of such refinancing is no higher than the interest rate on the loan evidencing the existing senior lien immediately prior conforms to the date Servicer’s standard subordination underwriting guidelines which shall at all times conform with Accepted Servicing Practices and the provisions of such refinancingthis Servicing Agreement. The relationship of the Servicer (and of any successor to the Servicer as servicer under this Servicing Agreement) to the Company Issuer under this Servicing Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent.

The Servicer. (a) The Servicer shall service and administer the Mortgage Loans in the same manner as would prudent institutional mortgage lenders servicing comparable mortgage loans for their own account in the jurisdictions where the related Mortgaged Properties are located and in a manner consistent accordance with the terms of this Servicing Agreement Agreement, following such procedures as it would employ in its good faith business judgment and which shall be are 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 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, how everhowever, that the Servicer shall at all times remain responsible to the Company, Issuer and the Indenture Trustee, as pledgee of the Mortgage CollateralLoans, and the Securityholders for the performance of its duties and obligations hereunder in accordance with the terms hereof and the servicing standard set forth abovehereof. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered by the Company Issuer and the Indenture Trustee, as pledgee of the Mortgage CollateralLoans, to execute and deliver, on behalf of itself, the CompanyIssuer, the Securityholders and the Indenture Trustee or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge discharge, or of consent to modification in connection with a proposed conveyance, or of assignment of any Mortgage and Mortgage Note in connection with the repurchase of a Loan and all other comparable instruments with respect to the Mortgage Loans and with respect to the Mortgaged Properties, or with respect to the modification or re-recording of a Mortgage for the purpose of correcting the Mortgage, the subordination of the lien of the Mortgage in favor of a public utility company or government agency or unit with powers of eminent domain, the taking of a deed in lieu of foreclosure, the commencement, prosecution or completion of judicial or non-judicial foreclosure, the acquisition of any property acquired by foreclosure or deed in lieu of foreclosure, or the management, marketing and conveyance of any property acquired by foreclosure or deed in lieu of foreclosure. The CompanyServicer is further authorized and empowered, but not obligated, 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. 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 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 Company Indenture Trustee shall deliver to the Servicer a limited power of attorney substantially in the form of Exhibit B hereto. The Servicer hereby agrees to indemnify the Indenture Trustee for any liability, cost or expense incurred by the Indenture Trustee in connection with the Servicer’s use or misuse of such power-of attorney. If the Mortgage relating to a Mortgage Loan did not have a lien senior to the Loan on the related Mortgaged Property as of the Cut-Off off Date, then the Servicer, in such capacity, may not consent to the placing of a lien senior to that of the Mortgage on the related Mortgaged Property. If the Mortgage relating to a Mortgage Loan had a lien senior to the Mortgage Loan on the related Mort gaged Mortgaged Property as of the Cut-Off off Date, then the Servicer, in such capacity, may consent to the refinancing of such the prior senior lien; PROVIDED , provided that (i) the resulting Combined Loan-to-Value Ratio of such Mortgage Loan is no higher than the Combined Loan-to-Value Ratio prior to such refinancing and (ii) the interest rate for the loan evidencing the refinanced senior lien on the date of such refinancing is no higher than the interest rate on the loan evidencing the existing senior lien immediately prior to the date of such refinancing. The relationship of the Servicer (and of any successor to the Servicer as servicer under this Servicing Agreement) to the Company under this Servicing Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent.following requirements are met:

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

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

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

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

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

The Servicer. (a) The Servicer shall service and administer the Mortgage Loans in the same manner as would prudent institutional mortgage lenders servicing comparable mortgage loans for their own account in the jurisdictions where the related Mortgaged Properties are located and in a manner consistent accordance with the terms of this Accepted Servicing Agreement and which shall be normal and usual in its general mortgage servicing activities Practices and shall have full power and authority, acting alone or through a subservicer, authority to do any and all things not inconsistent therewith in connection with such servicing and administration which it may deem necessary or desirabledesirable in order to maximize collections on the Mortgage Loans, it being understood, how ever, that subject to the limitations set forth in this Agreement. The Indenture Trustee shall furnish the Servicer shall at all times remain responsible with any powers of attorney and other documents necessary or appropriate to enable the Company, the Indenture Trustee, as pledgee of the Mortgage Collateral, Servicer to carry out its servicing and the Securityholders for the performance of its administrative duties and obligations hereunder in accordance with the terms hereof and the servicing standard set forth abovehereunder. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered by the Company and the Indenture Trustee, as pledgee of the Mortgage Collateral, to execute and deliver, on behalf of itself, the Company, the Securityholders Noteholders and the Indenture Trustee or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments instruments, and to effect such modifications, waivers, indulgences and other like matters as are in its judgment necessary or desirable, with respect to the Mortgage Loans and the Mortgaged Properties and the servicing and administration thereof in order to maximize collections on the Mortgage Loans subject to the limitations set forth in this Agreement. 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(a) 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 that would change the Mortgage Interest Rate, reduce or increase the principal balance, change the lien priority, the original LTV or change the final maturity date on or of such Mortgage Loan unless (i) the Mortgagor is in default with respect to the Mortgaged Properties. The CompanyMortgage Loan or such default is, the Indenture Trustee and the Custodian, as applicable, shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. On the Closing Date, the Company shall deliver to the Servicer a power of attorney substantially in the form judgment of Exhibit B hereto. If the Mortgage relating to a Mortgage Loan did not have a lien senior on the related Mortgaged Property as of the Cut-Off Date, then the Servicer, in such capacity, may not consent to the placing of a lien senior to that of the Mortgage on the related Mortgaged Property. If the Mortgage relating to a Mortgage Loan had a lien senior to the Mortgage Loan on the related Mort gaged Property as of the Cut-Off Date, then the Servicer, in such capacity, may consent to the refinancing of such senior lien; PROVIDED that (i) the resulting Combined Loan-to-Value Ratio of such Mortgage Loan is no higher than the Combined Loan-to-Value Ratio prior to such refinancing imminent and (ii) the interest rate for Note Insurer consents to such modifications in writing such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that the loan evidencing Servicer shall be permitted to extend the refinanced senior lien final maturity date on a Mortgage Loan by 180 days or less without the consent of the Note Insurer, so long as such final maturity date of such refinancing (as so extended) is no higher not later 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 agentClass A Final Scheduled Maturity Date.

The Servicer. (a) The Servicer shall service and administer the Mortgage Loans in the same manner as would prudent institutional mortgage lenders servicing comparable mortgage loans for their own account in the jurisdictions where the related Mortgaged Properties are located and in a manner consistent accordance with the terms of this Accepted Servicing Agreement and which shall be normal and usual in its general mortgage servicing activities Practices and shall have full power and authority, acting alone or through a subservicer, authority to do any and all things not inconsistent therewith in connection with such servicing and administration which it may deem necessary or desirabledesirable in order to maximize collections on the Mortgage Loans, it being understood, how ever, that subject to the limitations set forth in this Agreement. The Indenture Trustee shall furnish the Servicer shall at all times remain responsible with any powers of attorney and other documents necessary or appropriate to enable the Company, the Indenture Trustee, as pledgee of the Mortgage Collateral, Servicer to carry out its servicing and the Securityholders for the performance of its administrative duties and obligations hereunder in accordance with the terms hereof and the servicing standard set forth abovehereunder. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered by the Company and the Indenture Trustee, as pledgee of the Mortgage Collateral, to execute and deliver, on behalf of itself, the Company, the Securityholders Noteholders and the Indenture Trustee or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments instruments, and to effect such modifications, waivers, indulgences and other like matters as are in its judgment necessary or desirable, with respect to the Mortgage Loans and the Mortgaged Properties and the servicing and administration thereof in order to maximize collections on the Mortgage Loans subject to the limitations set forth in this Agreement. 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(a) 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 that would change the Mortgage Interest Rate, reduce or increase the principal balance, change the lien priority, the original LTV or change the final maturity date on or of such Mortgage Loan unless (i) the Mortgagor is in default with respect to the Mortgaged Properties. The CompanyMortgage Loan or such default is, the Indenture Trustee and the Custodian, as applicable, shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. On the Closing Date, the Company shall deliver to the Servicer a power of attorney substantially in the form judgment of Exhibit B hereto. If the Mortgage relating to a Mortgage Loan did not have a lien senior on the related Mortgaged Property as of the Cut-Off Date, then the Servicer, in such capacity, may not consent to the placing of a lien senior to that of the Mortgage on the related Mortgaged Property. If the Mortgage relating to a Mortgage Loan had a lien senior to the Mortgage Loan on the related Mort gaged Property as of the Cut-Off Date, then the Servicer, in such capacity, may consent to the refinancing of such senior lien; PROVIDED that (i) the resulting Combined Loan-to-Value Ratio of such Mortgage Loan is no higher than the Combined Loan-to-Value Ratio prior to such refinancing imminent and (ii) the interest rate for Note Insurer consents to such modifications in writing such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that the loan evidencing Servicer shall be permitted to extend the refinanced senior lien final maturity date on a Mortgage Loan by 180 days or less without the consent of the Note Insurer, so long as such final maturity date of such refinancing (as so extended) is no higher not later than the interest rate on later of (i) the loan evidencing Class A-1 Final Scheduled Maturity Date and (ii) 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 agentClass A-2 Final Scheduled Maturity Date.

The Servicer. (a) The Servicer Servicer, either itself or through a subservicer, shall service and administer the Mortgage Loans in the same manner as would prudent institutional mortgage lenders servicing comparable mortgage loans for their own account in the jurisdictions where the related Mortgaged Properties are located and in a manner consistent accordance with the terms of this Servicing Agreement and which shall be normal and usual in its general mortgage servicing activities Accepted Servicing Practices, and shall have full power and authority, acting alone or through a subserviceralone, to do or cause to be done any and all things in connection with such servicing and administration which it the Servicer may deem necessary or desirabledesirable and consistent with the terms of this Servicing Agreement and with Accepted Servicing Practices. The Servicer shall service and administer the Loans through the exercise of the same care that it customarily employs for its own account. Consistent with the terms of this Servicing Agreement and subject to the final sentence of this Section 3.01(a), it being understood, how ever, that the Servicer shall at all times remain responsible may waive, modify or vary any term of any Loan or consent to the Companypostponement of any such term or in any manner grant indulgence to any Mortgagor if in the Servicer’s reasonable and prudent determination such waiver, modification, postponement or indulgence is not materially adverse to the Indenture Trustee, as pledgee of the Mortgage Collateral, and Insurer or the Securityholders for the performance of its duties and obligations hereunder in accordance with the terms hereof and the servicing standard set forth aboveSecurityholders. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered by the Company and the Indenture Trustee, as pledgee of the Mortgage Collateralempowered, to prepare, execute and deliver, on behalf of itself, the Company, the Securityholders and the Indenture Trustee or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or release, discharge and all other comparable instruments instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Properties. Notwithstanding the foregoing, the Servicer may not modify or permit any Subservicer to modify any Loan other than as contemplated by Section 3.07(a) hereof. In accordance with the standards of the preceding paragraph, the Servicer shall advance or cause to be advanced funds as necessary for the purpose of effecting the payment of taxes and assessments on any Mortgaged Property (to the extent the Servicer has been notified that such taxes or assessments have not paid by the related Mortgagor or the owner or the servicer of the related first lien), which advances shall be reimbursable as provided in Section 3.03; provided, however, that the Servicer shall be required to advance only to the extent that such advances, in the good faith judgment of the Servicer, will be recoverable by the Servicer out of Insurance Proceeds, Liquidation Proceeds, or otherwise out of the proceeds of the related Loan; and provided, further, that such payments shall be advanced within such time period required to avoid the loss of the Mortgaged Property by foreclosure of a tax or other lien. The Companycosts incurred by the Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Securityholders, be added to the Principal Balances of the related Loans, notwithstanding that the terms of such Loans so permit. In the event that the Servicer is so notified, the Servicer shall notify the related Mortgagor at the time the Servicer receives notice that flood insurance on the related Mortgaged Property will expire. The Servicer is authorized and empowered by the Indenture Trustee, in its own name, when it believes it appropriate in its reasonable judgment to register any Loan on the MERS® System, or cause the removal from the registration of any Loan on the MERS® System, to execute and deliver, on behalf of the Indenture 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. MERS will be named as holder of the loan solely as nominee for the Indenture Trustee and the Custodian, as applicable, shall furnish the Servicer with any its successors and assigns. The Indenture Trustee will provide limited 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 Dateattorney, the Company shall deliver to the Servicer a power of attorney substantially in the form of Exhibit B hereto, to the Servicer, prepared by the Servicer, to permit the Servicer to act on behalf of the Indenture Trustee under this Agreement. The Servicer hereby indemnifies the Indenture Trustee for all costs and expenses incurred by the Indenture Trustee in connection with the negligent or willful misuse of such power of attorney. The Servicer shall fully report its borrower credit files related to the Loans to Equifax Credit Information Services, Inc., TransUnion LLC and Experian in a timely manner. When required by law or it is otherwise prudent to do so, the Servicer may suspend credit reporting for any Loan. The Servicer shall be entitled to rely on any electronic boarding data provided by any prior servicer of the Loan or the originator of such Loan, and the Servicer shall not be liable for any errors in any such information. Notwithstanding the foregoing, in the event the Servicer is aware of a discrepancy between any such electronic boarding data and the terms of the related Mortgage Note, the Servicer shall rely conclusively on the terms set forth under the Mortgage Note. If the Mortgage relating to a Mortgage Loan did not have a lien senior to the Loan on the related Mortgaged Property as of the Cut-Off off Date, then the Servicer, in such capacity, may not consent to the placing of a lien senior to that of the Mortgage on the related Mortgaged Property. If the Mortgage relating to a Mortgage Loan had a lien senior to the Mortgage Loan on the related Mort gaged Mortgaged Property as of the Cut-Off off Date, then the Servicer, in such capacity, may consent to the refinancing of such the prior senior lien; PROVIDED , provided, that (i) the resulting Combined Loan-to-Value Ratio of such Mortgage Loan is no higher than the Combined Loan-to-Value Ratio prior to such refinancing and (ii) the interest rate for the loan evidencing the refinanced senior lien on the date of such refinancing is no higher than the interest rate on the loan evidencing the existing senior lien immediately prior conforms to the date Servicer’s standard subordination underwriting guidelines which shall at all times conform with Accepted Servicing Practices and the provisions of such refinancingthis Servicing Agreement. The relationship of the Servicer (and of any successor to the Servicer as servicer under this Servicing Agreement) to the Company Issuer under this Servicing Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent.

The Servicer. (a) The Servicer shall service and administer the Mortgage Loans in the same manner as would prudent institutional mortgage lenders servicing comparable mortgage loans for their own account in the jurisdictions where the related Mortgaged Properties are located and in a manner consistent accordance with the terms of this Accepted Servicing Agreement and which shall be normal and usual in its general mortgage servicing activities Practices and shall have full power and authority, acting alone or through a subservicer, authority to do any and all things not inconsistent therewith in connection with such servicing and administration which it may deem necessary or desirable, it being understood, how ever, that the Servicer shall at all times remain responsible desirable subject to the Company, the Indenture Trustee, as pledgee of the Mortgage Collateral, and the Securityholders for the performance of its duties and obligations hereunder in accordance with the terms hereof and the servicing standard limitations set forth above. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered by the Company and the Indenture Trustee, as pledgee of the Mortgage Collateral, to execute and deliver, on behalf of itself, the Company, the Securityholders and the Indenture Trustee or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments with respect to the Mortgage Loans and with respect to the Mortgaged Propertiesin this Agreement. The Company, the Indenture Trustee and the Custodian, as applicable, shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. On Without limiting the Closing Dategenerality of the foregoing, the Company Servicer shall deliver continue, and is hereby authorized and empowered by the Trustee, to execute and deliver, on behalf of itself, the Certificateholders and the Trustee or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, and to effect such modifications, waivers, indulgences and other like matters as are in its judgment necessary or desirable, with respect to the Mortgage Loans and the Mortgaged Properties and the servicing and administration thereof. The Servicer shall notify the Trustee of any such waiver, release, discharge, modification, indulgence or other such matter by delivering to the Trustee an Officer's Certificate certifying that such agreement is in compliance with this Section 5.1 together with the original copy of any written agreement or other document executed in connection therewith, all of which written agreements or documents shall, for all purposes, be considered a power part of attorney substantially the related Mortgage File to the same extent as all other documents and instruments constituting a part thereof. Notwithstanding anything in this Agreement to the form of Exhibit B hereto. If contrary, the Servicer shall not permit any modification with respect to any Mortgage Loan that would change the Mortgage relating to a Interest Rate, reduce or increase the principal balance, change the lien priority, or change the final maturity date on or of such Mortgage Loan did not have a lien senior on unless (i) the related Mortgaged Property as of the Cut-Off Date, then the Servicer, Mortgagor is in such capacity, may not consent to the placing of a lien senior to that of the Mortgage on the related Mortgaged Property. If the Mortgage relating to a Mortgage Loan had a lien senior default with respect to the Mortgage Loan on or such default is, in the related Mort gaged Property as judgment of the Cut-Off Date, then the Servicer, in such capacity, may consent to the refinancing of such senior lien; PROVIDED that (i) the resulting Combined Loan-to-Value Ratio of such Mortgage Loan is no higher than the Combined Loan-to-Value Ratio prior to such refinancing imminent and (ii) the interest rate for Certificate Insurer consents to such modifications in writing; provided, however, that the loan evidencing Servicer shall be permitted to extend the refinanced senior lien final maturity date on a Mortgage Loan by 180 days or less without the consent of the Certificate Insurer so long as the final maturity date of such refinancing is no higher than not extended beyond the interest rate on the loan evidencing the existing senior lien immediately prior to the date of such refinancingClass A Final Scheduled Maturity Date. The relationship of the Servicer (and of any successor to the Servicer as servicer under this Servicing Agreement) to the Company Trustee under this Servicing Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent. The Servicer shall not alter its servicing and collection procedures relating to the Mortgage Loans in any material respect without the prior written consent of the Certificate Insurer.

The Servicer. (a) The Servicer shall service and administer the Mortgage Loans in accordance with Accepted Servicing Practices. In connection with such servicing and administration, 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 Servicer shall have full power and authority, acting alone or and/or through a subservicerSubservicers as provided in Section 3.03, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration which it may deem necessary administration, including but not limited to, the power and authority, subject to the terms hereof (i) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or desirablewaivers and other instruments and documents, it being understood(ii) to consent to transfers of any related Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided herein), how ever(iii) to collect any Insurance Proceeds and other Liquidation Proceeds or Subsequent Recoveries, and (iv) subject to Section 3.09, to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that the Servicer shall at all times remain responsible to take no action that is inconsistent with or prejudices the Company, the Indenture Trustee, as pledgee interests of the Trust Fund or the Certificateholders in any Mortgage Collateral, Loan or the rights and interests of the Securityholders for Depositor or the performance of its duties Trustee under this Agreement and obligations hereunder in accordance with the terms hereof and the servicing standard set forth aboveany other Transaction Documents to which it is a party. Without limiting the generality of the foregoing, the Servicer shall continueServicer, and in its own name or in the name of the Trust, the Depositor or the Trustee, is hereby authorized and empowered by the Company Trust, the Depositor and the Indenture Trustee, as pledgee of when the Mortgage CollateralServicer believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of itselfthe Trustee, the CompanyDepositor, the Securityholders and the Indenture Trustee Certificateholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments instruments, with respect to the Mortgage Loans Loans, and with respect to the related Mortgaged PropertiesProperties held for the benefit of the Certificateholders. The Company, Servicer shall prepare and deliver to the Indenture Depositor and/or the 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 Mortgage Loans. On the Closing DateUpon receipt of such documents, the Company Depositor and/or the Trustee shall execute such documents and deliver them to the Servicer. In accordance with the standards of the first paragraph of this Section 3.01, the Servicer a power shall advance or cause to be advanced funds as necessary for the purpose of attorney substantially effecting the payment of taxes and assessments on the Mortgaged Properties relating to the Mortgage Loans, which advances shall be reimbursable in the form of Exhibit B heretofirst instance from related collections from the Mortgagors pursuant to Section 5.04, and further as provided in Section 5.02. If the Mortgage relating to a Mortgage Loan did not have a lien senior on the related Mortgaged Property as of the Cut-Off Date, then All costs incurred by the Servicer, if any, in such capacity, may not consent to effecting the placing timely payments of a lien senior to that of the Mortgage taxes and assessments on the related Mortgaged Property. If the Mortgage Properties relating to a Mortgage Loan had a lien senior to the Mortgage Loan on Loans and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Scheduled Principal Balance under the related Mort gaged Property as of Mortgage Loans, notwithstanding that the Cut-Off Date, then the Servicer, in such capacity, may consent to the refinancing of such senior lien; PROVIDED that (i) the resulting Combined Loan-to-Value Ratio terms 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 agentLoans so permit.

The Servicer. (ab) The Servicer shall service and administer the Mortgage Loans in the same manner as would prudent institutional mortgage lenders servicing comparable mortgage loans for their own account in the jurisdictions where the related Mortgaged Properties are located and in a manner consistent accordance with the terms of this Servicing Agreement Agreement, following such procedures as it would employ in its good faith business judgment and which shall be are normal and usual in its general mortgage servicing activities 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, how everhowever, that the Servicer shall at all times remain responsible to the Company, Issuer and the Indenture Trustee, as pledgee of the Mortgage Collateral, and the Securityholders Trustee for the performance of its duties and obligations hereunder in accordance with the terms hereof and the servicing standard set forth abovehereof. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered by the Company Issuer and the Indenture Trustee, as pledgee of the Mortgage CollateralLoans, to execute and deliver, on behalf of itself, the CompanyIssuer, the Securityholders and the Indenture Trustee or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge discharge, or of consent to modification in connection with a proposed conveyance, or of assignment of any Mortgage and Mortgage Note in connection with the repurchase of a Loan and all other comparable instruments with respect to the Mortgage Loans and with respect to the Mortgaged Properties, or with respect to the modification or re-recording of a Mortgage for the purpose of correcting the Mortgage, the subordination of the lien of the Mortgage in favor of a public utility company or government agency or unit with powers of eminent domain, the taking of a deed in lieu of foreclosure, the commencement, prosecution or completion of judicial or non-judicial foreclosure, the acquisition of any property acquired by foreclosure or deed in lieu of foreclosure, or the management, marketing and conveyance of any property acquired by foreclosure or deed in lieu of foreclosure. The CompanyIssuer, the Indenture Trustee and the Custodian, as applicable, shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. On the Closing Date, the Company Indenture Trustee shall deliver to the Servicer a limited power of attorney substantially in the form of Exhibit B hereto. If the Mortgage relating to a Mortgage Loan did not have a lien senior to the Loan on the related Mortgaged Property as of the Cut-Off off Date, then the Servicer, in such capacity, may not consent to the placing of a lien senior to that of the Mortgage on the related Mortgaged Property. If the Mortgage relating to a Mortgage Loan had a lien senior to the Mortgage Loan on the related Mort gaged Mortgaged Property as of the Cut-Off off Date, then the Servicer, in such capacity, may consent to the refinancing of such the prior senior lien; PROVIDED , provided that (i) the resulting Combined Loan-to-Value Ratio of such Mortgage Loan is no higher than the Combined Loan-to-Value Ratio prior to such refinancing and (ii) the interest rate for the loan evidencing the refinanced senior lien on the date of such refinancing is no higher than the interest rate on the loan evidencing the existing senior lien immediately prior to the date of such refinancing. The relationship of the Servicer (and of any successor to the Servicer as servicer under this Servicing Agreement) to the Company under this Servicing Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent.following requirements are met: