Common use of The Master Servicer Clause in Contracts

The Master Servicer. The Master Servicer shall service and administer the Mortgage Loans in a manner consistent with the terms of this Agreement and with general industry practice and shall have full power and authority, acting alone or through a subservicer, (i) to execute and deliver, on behalf of the Noteholders, the Trust, and the Indenture Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds and other Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan. The Master Servicer shall remain responsible to the parties to this Agreement and the Credit Enhancer for its obligations under this Agreement. Any amounts received by any subservicer on a Mortgage Loan shall be considered to have been received by the Master Servicer whether or not actually received by it. Without limiting the generality of the foregoing, the Master Servicer may execute and deliver, on behalf of itself, the Noteholders, and the Indenture Trustee, or any of them, any 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, in each case to the extent not inconsistent with this Agreement. At the request of a Servicing Officer, the Indenture Trustee shall furnish the Master Servicer with any powers of attorney and other documents appropriate to enable the Master Servicer to carry out its servicing and administrative duties under this Agreement. The Master Servicer in this capacity may also consent to the placing of a lien senior to that of any mortgage on the related Mortgaged Property, if

The Master Servicer. (a) The Master Servicer shall service and administer the Mortgage Home Loans in a manner consistent accordance with the terms of this Agreement Servicing Agreement, following such procedures as it would employ in its good faith business judgment and with which are normal and usual in its general industry practice mortgage servicing activities, and shall have full power and authority, acting alone or through a subservicer, (i) to execute do any and deliverall things in connection with such servicing and administration which it may deem necessary or desirable, on behalf of it being understood, however, that the Noteholders, the Trust, and the Indenture Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds and other Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan. The Master Servicer shall at all times remain responsible to the parties to this Agreement Issuer and the Credit Enhancer Indenture Trustee for the performance of its duties and obligations under this Agreement. Any amounts received by any subservicer on a Mortgage Loan shall be considered to have been received by hereunder in accordance with the Master Servicer whether or not actually received by itterms hereof. Without limiting the generality of the foregoing, the Master Servicer may shall continue, and is hereby authorized and empowered by the Issuer and the Indenture Trustee, as pledgee of the Home Loans, to execute and deliver, on behalf of itself, the NoteholdersIssuer, 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, 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 Home Loan and all other comparable instruments, instruments with respect to the Mortgage Home Loans and with respect to the Mortgaged Properties, in each case or with respect to the extent not inconsistent with this Agreement. At the request modification or re-recording of a Servicing OfficerMortgage 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 Issuer, the Indenture Trustee and the Custodian, as applicable, shall furnish the Master Servicer with any powers of attorney and other documents necessary or appropriate to enable the Master Servicer to carry out its servicing and administrative duties under this Agreementhereunder. The In addition, the Master Servicer may, at its own discretion and on behalf of the Indenture Trustee, obtain credit information in this capacity the form of a Credit Score from a credit repository. On the Closing Date, the Indenture Trustee shall deliver to the Master Servicer a limited power of attorney substantially in the form of Exhibit B hereto. If the Mortgage relating to a Home Loan did not have a lien senior to the Home Loan on the related Mortgaged Property as of the Cut-off Date, then the Master Servicer, in such capacity, may also not consent to the placing of a lien senior to that of any mortgage the Mortgage on the related Mortgaged Property. If the Mortgage relating to a Home Loan had a lien senior to the Home Loan on the related Mortgaged Property as of the Cut-off Date, ifthen the Master Servicer, in such capacity, may consent to the refinancing of the prior senior lien, provided that the following requirements are met:

The Master Servicer. (a) The Master Servicer shall service and administer the Mortgage Loans in a manner consistent with the terms of this Agreement and with general industry practice and shall have full power and authority, acting alone or through a subservicer, (i) o to execute and deliver, on behalf of the NoteholdersSecured Parties, the Trust, and the Indenture Trustee, customary consents or waivers and other instruments and documents, (ii) o to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) o to collect any Insurance Proceeds and other Liquidation Proceeds, and (iv) o to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan. The Master Servicer shall remain responsible to the parties to this Agreement and the Credit Enhancer for its obligations under this Agreement. Any amounts received by any subservicer on a Mortgage Loan shall be considered to have been received by the Master Servicer whether or not actually received by it. Without limiting the generality of the foregoing, the Master Servicer may execute and deliver, on behalf of itself, the Noteholders, and the Indenture Trustee, or any of them, any 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, in each case to the extent not inconsistent with this Agreement. Notwithstanding anything herein to the contrary, the Master Servicer shall not make or permit any modification, waiver, or amendment of any term of any Mortgage Loan that would cause any REMIC created under the Trust Agreement to fail to qualify as a REMIC or result in the imposition of any tax under Section 860F(a) or Section 860G of the Code. At the request of a Servicing Officer, the Indenture Trustee shall furnish the Master Servicer with any powers of attorney and other documents appropriate to enable the Master Servicer to carry out its servicing and administrative duties under this Agreement. The Master Servicer in this capacity may also consent to the placing of a lien senior to that of any mortgage on the related Mortgaged Property, if.

The Master Servicer. (a) The Master Servicer shall, or shall cause the Servicers to, service and administer the Mortgage Home Equity Loans in a manner consistent with the terms of this Agreement and with general industry practice and shall have full power and authority, acting alone or through a subservicerthe Servicers, (i) to execute do any and deliverall things in connection with such servicing and administration which it may deem necessary or desirable, on behalf of it being understood, however, that the Noteholders, the Trust, and the Indenture Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds and other Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan. The Master Servicer shall at all times remain responsible to the parties to this Agreement Trustee and the Credit Enhancer Certificateholders for the performance of its duties and obligations under this Agreementhereunder in accordance with the terms hereof. Any amounts received by any subservicer on the related Servicer in respect of a Mortgage Home Equity Loan shall be considered deemed to have been received by the Master Servicer whether or not actually received by it. Without limiting the generality of the foregoing, the Master Servicer may shall continue, and is hereby authorized and empowered by the Trustee, to execute and deliver, on behalf of itself, the Noteholders, 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, discharge and all other comparable instruments, with respect to the Mortgage Home Equity Loans and with respect to the Mortgaged Properties, in each case to . Upon the extent not inconsistent with this Agreement. At the written request of a Servicing Officerthe Master Servicer, the Indenture Depositor and the Trustee shall furnish the Master Servicer with any powers of attorney and other documents necessary or appropriate to enable the Master Servicer to carry out its servicing and administrative duties under this Agreementhereunder. The Master Servicer in this such capacity may also consent to the placing of a proposed lien senior to that of any mortgage the Mortgage on the related Mortgaged Property, ifprovided that such proposed lien is not secured by a note providing for negative amortization and:

The Master Servicer. (a) The Master Servicer shall, or shall cause the Servicers to, service and administer the Mortgage Home Equity Loans in a manner consistent with the terms of this Agreement and the Settlement Agreement (to the extent that no term or provision of the Settlement Agreement (excluding those terms identified in the Specified Filing) shall adversely affect in any material respect the interests of the Noteholders) and with general industry practice and shall have full power and authority, acting alone or through a subservicerthe Servicers, (i) to execute do any and deliverall things in connection with such servicing and administration which it may deem necessary or desirable, on behalf of it being understood, however, that the Noteholders, the Trust, and the Indenture Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds and other Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan. The Master Servicer shall at all times remain responsible to the parties to this Agreement Indenture Trustee and the Credit Enhancer Noteholders for the performance of its duties and obligations under this Agreementhereunder in accordance with the terms hereof. Any amounts received by any subservicer on the related Servicer in respect of a Mortgage Home Equity Loan shall be considered deemed to have been received by the Master Servicer whether or not actually received by it. Without limiting the generality of the foregoing, the Master Servicer shall continue, and is hereby authorized and empowered by the Indenture Trustee, (i) in its own name or in the name of any Servicer, when the Master Servicer or the Servicer, as the case may be, believes it appropriate in its best judgment to register any Home Equity Loan on the MERS(R) System, or cause the removal from the registration of any Home Equity Loan on the MERS(R) 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 in the name of MERS, solely as nominee for the Trust and its successors and assigns, and (ii) to execute and deliver, on behalf of itself, the Noteholders, Noteholders 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, discharge and all other comparable instruments, with respect to the Mortgage Home Equity Loans and with respect to the Mortgaged Properties, in each case to . Upon the extent not inconsistent with this Agreement. At the written request of a Servicing Officerthe Master Servicer, the Depositor and the Indenture Trustee shall furnish the Master Servicer with any powers of attorney and other documents necessary or appropriate to enable the Master Servicer to carry out its servicing and administrative duties under this Agreementhereunder. The Master Servicer in this such capacity may also consent to the placing of a proposed lien senior to that of any mortgage the Mortgage on the related Mortgaged Property, ifprovided that such proposed lien is not secured by a note providing for negative amortization and:

The Master Servicer. The Master Servicer shall service and administer the Mortgage Loans in a manner consistent with the terms of this Agreement and with general industry practice and shall have full power and authority, acting alone or through a subservicer, (i) o to execute and deliver, on behalf of the NoteholdersSecured Parties, the Trust, and the Indenture Trustee, customary consents or waivers and other instruments and documents, (ii) o to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) o to collect any Insurance Proceeds and other Liquidation Proceeds, and (iv) o to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan. The Master Servicer shall remain responsible to the parties to this Agreement and the Credit Enhancer for its obligations under this Agreement. Any amounts received by any subservicer on a Mortgage Loan shall be considered to have been received by the Master Servicer whether or not actually received by it. Without limiting the generality of the foregoing, the Master Servicer may execute and deliver, on behalf of itself, the Noteholders, and the Indenture Trustee, or any of them, any 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, in each case to the extent not inconsistent with this Agreement. Notwithstanding anything herein to the contrary, the Master Servicer shall not make or permit any modification, waiver, or amendment of any term of any Mortgage Loan that would cause any REMIC created under the Trust Agreement to fail to qualify as a REMIC or result in the imposition of any tax under Section 860F(a) or Section 860G of the Code. At the request of a Servicing Officer, the Indenture Trustee shall furnish the Master Servicer with any powers of attorney and other documents appropriate to enable the Master Servicer to carry out its servicing and administrative duties under this Agreement. The Master Servicer in this capacity may also consent to the placing of a lien senior to that of any mortgage on the related Mortgaged Property, if

The Master Servicer. The Master Servicer shall service and administer the Mortgage Loans in a manner consistent with the terms of this Agreement and with general industry practice and shall have full power and authority, acting alone or through a subservicer, (i) to execute and deliver, on behalf of the Noteholders, the Trust, and the Indenture Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds and other Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan. The Master Servicer shall remain responsible to the parties to this Agreement and the Credit Enhancer for its obligations under this Agreement. Any amounts received by any subservicer on a Mortgage Loan shall be considered to have been received by the Master Servicer whether or not actually received by it. Without limiting the generality of the foregoing, the Master Servicer may execute and deliver, on behalf of itself, the Noteholders, and the Indenture Trustee, or any of them, any 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, in each case to the extent not inconsistent with this Agreement. At the request of a Servicing Officer, the Indenture Trustee shall furnish the Master Servicer with any powers of attorney and other documents appropriate to enable the Master Servicer to carry out its servicing and administrative duties under this Agreement. The Master Servicer in this capacity may also consent to also, without approval from the placing of a lien senior to that of any mortgage Rating Agencies or the Credit Enhancer, increase the Credit Limits on the related Mortgaged Property, Mortgage Loans if

The Master Servicer. (a) The Master Servicer shall, or shall cause the Servicers to, service and administer the Mortgage Loans in a manner consistent with the terms of this Agreement and with general industry practice and shall have full power and authority, acting alone or through a subservicerthe Servicers, (i) to execute do any and deliverall things in connection with such servicing and administration which it may deem necessary or desirable, on behalf of it being understood, however, that the Noteholders, the Trust, and the Indenture Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds and other Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan. The Master Servicer shall at all times remain responsible to the parties to this Agreement Indenture Trustee and the Credit Enhancer Noteholders for the performance of its duties and obligations under this Agreementhereunder in accordance with the terms hereof. Any amounts received by any subservicer on the related Servicer in respect of a Mortgage Loan shall be considered deemed to have been received by the Master Servicer whether or not actually received by it. Without limiting the generality of the foregoing, the Master Servicer shall continue, and is hereby authorized and empowered by the Indenture Trustee, (i) in its own name or in the name of any Servicer, when the Master Servicer or the Servicer, 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 Trust, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Trust and its successors and assigns, and (ii) to execute and deliver, on behalf of itself, the Noteholders, Noteholders 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, discharge and all other comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Properties, in each case to . Upon the extent not inconsistent with this Agreement. At the written request of a Servicing Officerthe Master Servicer, the Depositor and the Indenture Trustee shall furnish the Master Servicer with any powers of attorney and other documents necessary or appropriate to enable the Master Servicer to carry out its servicing and administrative duties under this Agreement. The Master Servicer in this capacity may also consent to the placing of a lien senior to that of any mortgage on the related Mortgaged Property, ifhereunder.

The Master Servicer. (a) The Master Servicer shall service and administer the Mortgage Loans in a manner consistent with the terms of this Agreement and with general industry practice and shall have full power and authority, acting alone or through a subservicer, (i) to execute do any and deliverall things in connection with such servicing and administration which it may deem necessary or desirable, on behalf of it being understood, however, that the Noteholders, the Trust, and the Indenture Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds and other Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan. The Master Servicer shall at all times remain responsible to the parties to this Agreement Trustee, the Certificateholders and the Credit Enhancer for the performance of its duties and obligations under this Agreementhereunder in accordance with the terms hereof. Any amounts received by any subservicer on in respect of a Mortgage Loan shall be considered deemed to have been received by the Master Servicer whether or not actually received by it. Without limiting the generality of the foregoing, the Master Servicer may shall continue, and is hereby authorized and empowered by the Trustee, to execute and deliver, on behalf of itself, the Noteholders, 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, discharge and all other comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Properties. The Trustee shall, in each case to upon the extent not inconsistent with this Agreement. At the written request of a Servicing Officer, the Indenture Trustee shall furnish the Master Servicer with any powers of attorney and other documents necessary or appropriate to enable the Master Servicer to carry out its servicing and administrative duties under this Agreementhereunder. The Master Servicer in this such capacity may also consent to the placing of a lien senior to that of any mortgage Mortgage on the related Mortgaged Property, ifprovided that

The Master Servicer. (a) The Master Servicer shall service and administer the Mortgage Loans in a manner consistent with the terms of this Agreement and with general industry practice and shall have full power and authority, acting alone or through a subservicer, (i) o to execute and deliver, on behalf of the NoteholdersSecured Parties, the Trust, and the Indenture Trustee, customary consents or waivers and other instruments and documents, (ii) o to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) o to collect any Insurance Proceeds and other Liquidation Proceeds, and (iv) o to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan. The Master Servicer shall remain responsible to the parties to this Agreement and the Credit Enhancer for its obligations under this Agreement. Any amounts received by any subservicer on a Mortgage Loan shall be considered to have been received by the Master Servicer whether or not actually received by it. Without limiting the generality of the foregoing, the Master Servicer may execute and deliver, on behalf of itself, the Noteholders, and the Indenture Trustee, or any of them, any 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, in each case to the extent not inconsistent with this Agreement. Notwithstanding anything herein to the contrary, the Master Servicer shall not make or permit any modification, waiver, or amendment of any term of any Mortgage Loan that would cause any REMIC created under the Trust Agreement to fail to qualify as a REMIC or result in the imposition of any tax under Section 860F(a) or Section 860G of the Code. At the request of a Servicing Officer, the Indenture Trustee shall furnish the Master Servicer with any powers of attorney and other documents appropriate to enable the Master Servicer to carry out its servicing and administrative duties under this Agreement. The Master Servicer in this capacity may also consent to the placing of a lien senior to that of any mortgage on the related Mortgaged Property, if

The Master Servicer. (a) The Master Servicer shall service and administer the Mortgage Loans in a manner consistent with the terms of this Agreement and with general industry practice and shall have full power and authority, acting alone or through a subservicer, (i) o to execute and deliver, on behalf of the NoteholdersSecured Parties, the Trust, and the Indenture Trustee, customary consents or waivers and other instruments and documents, (ii) o to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) o to collect any Insurance Proceeds Proceeds, Charged-off Mortgage Loan Proceeds, and other Liquidation Proceeds, and (iv) o to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan. The Master Servicer shall remain responsible to the parties to this Agreement and the Credit Enhancer for its obligations under this Agreement. Any amounts received by any subservicer on a Mortgage Loan shall be considered to have been received by the Master Servicer whether or not actually received by it. Without limiting the generality of the foregoing, the Master Servicer may execute and deliver, on behalf of itself, the Noteholders, and the Indenture Trustee, or any of them, any 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, in each case to the extent not inconsistent with this Agreement. Notwithstanding anything herein to the contrary, the Master Servicer shall not make or permit any modification, waiver, or amendment of any term of any Mortgage Loan that would cause any REMIC created under the Trust Agreement to fail to qualify as a REMIC or result in the imposition of any tax under Section 860F(a) or Section 860G of the Code. At the request of a Servicing Officer, the Indenture Trustee shall furnish the Master Servicer with any powers of attorney and other documents appropriate to enable the Master Servicer to carry out its servicing and administrative duties under this Agreement. The Master Servicer in this capacity may also consent to the placing of a lien senior to that of any mortgage on the related Mortgaged Property, if.

The Master Servicer. (a) The Master Servicer shall service and administer the Mortgage Loans in a manner consistent with the terms of this Agreement and with general industry practice and shall have full power and authority, acting alone or through a subservicer, (i) ● to execute and deliver, on behalf of the NoteholdersSecured Parties, the Trust, and the Indenture Trustee, customary consents or waivers and other instruments and documents, (ii) ● to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) ● to collect any Insurance Proceeds Proceeds, Charged-off Mortgage Loan Proceeds, and other Liquidation Proceeds, and (iv) ● to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan. The Master Servicer shall remain responsible to the parties to this Agreement and the Credit Enhancer for its obligations under this Agreement. Any amounts received by any subservicer on a Mortgage Loan shall be considered to have been received by the Master Servicer whether or not actually received by it. Without limiting the generality of the foregoing, the Master Servicer may execute and deliver, on behalf of itself, the Noteholders, and the Indenture Trustee, or any of them, any 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, in each case to the extent not inconsistent with this Agreement. Notwithstanding anything herein to the contrary, the Master Servicer shall not make or permit any modification, waiver, or amendment of any term of any Mortgage Loan that would cause any REMIC created under the Trust Agreement to fail to qualify as a REMIC or result in the imposition of any tax under Section 860F(a) or Section 860G of the Code. At the request of a Servicing Officer, the Indenture Trustee shall furnish the Master Servicer with any powers of attorney and other documents appropriate to enable the Master Servicer to carry out its servicing and administrative duties under this Agreement. The Master Servicer in this capacity may also consent to the placing of a lien senior to that of any mortgage on the related Mortgaged Property, if.

The Master Servicer. (a) The Master Servicer shall service and administer the Mortgage Loans in a manner consistent with the terms of this Agreement and with general industry practice and shall have full power and authority, acting alone or through a subservicer, (i) o to execute and deliver, on behalf of the NoteholdersSecured Parties, the Trust, and the Indenture Trustee, customary consents or waivers and other instruments and documents, (ii) o to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) o to collect any Insurance Proceeds Proceeds, Charged-off Loan Proceeds, and other Liquidation Proceeds, and (iv) o to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan. The Master Servicer shall remain responsible to the parties to this Agreement and the Credit Enhancer for its obligations under this Agreement. Any amounts received by any subservicer on a Mortgage Loan shall be considered to have been received by the Master Servicer whether or not actually received by it. Without limiting the generality of the foregoing, the Master Servicer may execute and deliver, on behalf of itself, the Noteholders, and the Indenture Trustee, or any of them, any 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, in each case to the extent not inconsistent with this Agreement. Notwithstanding anything herein to the contrary, the Master Servicer shall not make or permit any modification, waiver, or amendment of any term of any Mortgage Loan that would cause any REMIC created under the Trust Agreement to fail to qualify as a REMIC or result in the imposition of any tax under Section 860F(a) or Section 860G of the Code. At the request of a Servicing Officer, the Indenture Trustee shall furnish the Master Servicer with any powers of attorney and other documents appropriate to enable the Master Servicer to carry out its servicing and administrative duties under this Agreement. The Master Servicer in this capacity may also consent to the placing of a lien senior to that of any mortgage on the related Mortgaged Property, if.

The Master Servicer. (a) The Master Servicer shall, or shall cause the Servicers to, service and administer the Mortgage Loans in a manner consistent with the terms of this Agreement and with general industry practice and shall have full power and authority, acting alone or through a subservicerthe Servicers, (i) to execute do any and deliverall things in connection with such servicing and administration which it may deem necessary or desirable, on behalf of it being understood, however, that the Noteholders, the Trust, and the Indenture Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds and other Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan. The Master Servicer shall at all times remain responsible to the parties to this Agreement Indenture Trustee and the Credit Enhancer Noteholders for the performance of its duties and obligations under this Agreementhereunder in accordance with the terms hereof. Any amounts received by any subservicer on the related Servicer in respect of a Mortgage Loan shall be considered deemed to have been received by the Master Servicer whether or not actually received by it. Without limiting the generality of the foregoing, the Master Servicer shall continue, and is hereby authorized and empowered by the Indenture Trustee, (i) in its own name or in the name of any Servicer, when the Master Servicer or the Servicer, 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 Trust, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Trust and its successors and assigns, and (ii) to execute and deliver, on behalf of itself, the Noteholders, Noteholders 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, discharge and all other comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Properties, in each case to . Upon the extent not inconsistent with this Agreement. At the written request of a Servicing Officerthe Master Servicer, the Depositor and the Indenture Trustee shall furnish the Master Servicer with any powers of attorney and other documents necessary or appropriate to enable the Master Servicer to carry out its servicing and administrative duties under this Agreement. The Master Servicer in this capacity may also consent to the placing of a lien senior to that of any mortgage on the related Mortgaged Property, ifhereunder.

The Master Servicer. (a) The Master Servicer shall ------------------- service and administer the Mortgage Loans in a manner consistent with the terms of this Agreement and with general industry practice and shall have full power and authority, acting alone or through a subservicer, (i) to execute do any and deliverall things in connection with such servicing and administration which it may deem necessary or desirable, on behalf of it being understood, however, that the Noteholders, the Trust, and the Indenture Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds and other Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan. The Master Servicer shall at all times remain responsible to the parties to this Agreement Trustee, the Certificateholders and the Credit Enhancer for the performance of its duties and obligations under this Agreementhereunder in accordance with the terms hereof. Any amounts received by any subservicer on in respect of a Mortgage Loan shall be considered deemed to have been received by the Master Servicer whether or not actually received by it. Without limiting the generality of the foregoing, the Master Servicer may shall continue, and is hereby authorized and empowered by the Trustee, to execute and deliver, on behalf of itself, the Noteholders, 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, discharge and all other comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Properties. The Trustee shall, in each case to upon the extent not inconsistent with this Agreement. At the written request of a Servicing Officer, the Indenture Trustee shall furnish the Master Servicer with any powers of attorney and other documents necessary or appropriate to enable the Master Servicer to carry out its servicing and administrative duties under this Agreementhereunder. The Master Servicer in this such capacity may also consent to the placing of a lien senior to that of any mortgage Mortgage on the related Mortgaged Property, ifprovided that

The Master Servicer. (a) The Master Servicer shall, or shall cause the Servicers to, service and administer the Mortgage Loans in a manner consistent with the terms of this Agreement and with general industry practice and shall have full power and authority, acting alone or through a subservicerthe Servicers, (i) to execute do any and deliverall things in connection with such servicing and administration which it may deem necessary or desirable, on behalf of it being understood, however, that the Noteholders, the Trust, and the Indenture Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds and other Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan. The Master Servicer shall at all times remain responsible to the parties to this Agreement Trustee and the Credit Enhancer Certificateholders for the performance of its duties and obligations under this Agreementhereunder in accordance with the terms hereof. Any amounts received by any subservicer on the related Servicer in respect of a Mortgage Loan shall be considered deemed to have been received by the Master Servicer whether or not actually received by it. Without limiting the generality of the foregoing, the Master Servicer may shall continue, and is hereby authorized and empowered by the Trustee, to execute and deliver, on behalf of itself, the Noteholders, 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, discharge and all other comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Properties, in each case to . Upon the extent not inconsistent with this Agreement. At the written request of a Servicing Officerthe Master Servicer, the Indenture Depositor and the Trustee shall furnish the Master Servicer with any powers of attorney and other documents necessary or appropriate to enable the Master Servicer to carry out its servicing and administrative duties under this Agreementhereunder. The Master Servicer in this such capacity may also consent to the placing of a proposed lien senior to that of any mortgage the Mortgage on the related Mortgaged Property, ifprovided that such proposed lien is not secured by a note providing for negative amortization and:

The Master Servicer. (a) The Master Servicer shall, or shall cause the Servicers to, service and administer the Mortgage Home Equity Loans in a manner consistent with the terms of this Agreement and the Settlement Agreement (to the extent that no term or provision of the Settlement Agreement (excluding those terms identified in the Specified Filing) shall adversely affect in any material respect the interests of the Noteholders or (so long as no Insurer Default exists and is continuing) the Insurer) and with general industry practice and shall have full power and authority, acting alone or through a subservicerthe Servicers, (i) to execute do any and deliverall things in connection with such servicing and administration which it may deem necessary or desirable, on behalf of it being understood, however, that the Noteholders, the Trust, and Master Servicer shall at all times remain responsible to the Indenture Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds and other Liquidation ProceedsNoteholders, and (iv) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan. The Master Servicer shall remain responsible to the parties to this Agreement Insurer (so long as no Insurer Default exists and is continuing) for the Credit Enhancer for performance of its duties and obligations under this Agreementhereunder in accordance with the terms hereof. Any amounts received by any subservicer on the related Servicer in respect of a Mortgage Home Equity Loan shall be considered deemed to have been received by the Master Servicer whether or not actually received by it. Without limiting the generality of the foregoing, the Master Servicer shall continue, and is hereby authorized and empowered by the Indenture Trustee, (i) in its own name or in the name of any Servicer, when the Master Servicer or the Servicer, as the case may be, believes it appropriate in its best judgment to register any Home Equity Loan on the MERS(R) System, or cause the removal from the registration of any Home Equity Loan on the MERS(R) 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 in the name of MERS, solely as nominee for the Trust and its successors and assigns, and (ii) to execute and deliver, on behalf of itself, the Noteholders, Noteholders 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, discharge and all other comparable instruments, with respect to the Mortgage Home Equity Loans and with respect to the Mortgaged Properties, in each case to . Upon the extent not inconsistent with this Agreement. At the written request of a Servicing Officerthe Master Servicer, the Depositor and the Indenture Trustee shall furnish the Master Servicer with any powers of attorney and other documents necessary or appropriate to enable the Master Servicer to carry out its servicing and administrative duties under this Agreementhereunder. The Master Servicer in this such capacity may also consent to the placing of a proposed lien senior to that of any mortgage the Mortgage on the related Mortgaged Property, ifprovided that such proposed lien is not secured by a note providing for negative amortization and:

The Master Servicer. (a) The Master Servicer shall service and administer the Mortgage Loans in a manner consistent with the terms of this Agreement and with general industry practice and shall have full power and authority, acting alone or through a subservicer, (i) ● to execute and deliver, on behalf of the NoteholdersSecured Parties, the Trust, and the Indenture Trustee, customary consents or waivers and other instruments and documents, (ii) ● to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) ● to collect any Insurance Proceeds Proceeds, Charged-off Mortgage Loan Proceeds, and other Liquidation Proceeds, and (iv) ● to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan. The Master Servicer shall remain responsible to the parties to this Agreement and the Credit Enhancer for its obligations under this Agreement. Any amounts received by any subservicer on a Mortgage Loan shall be considered to have been received by the Master Servicer whether or not actually received by it. Without limiting the generality of the foregoing, the Master Servicer may execute and deliver, on behalf of itself, the Noteholders, and the Indenture Trustee, or any of them, any 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, in each case to the extent not inconsistent with this Agreement. Notwithstanding anything herein to the contrary, the Master Servicer shall not make or permit any modification, waiver, or amendment of any term of any Mortgage Loan that would cause any REMIC created under the Trust Agreement to fail to qualify as a REMIC or result in the imposition of any tax under Section 860F(a) or Section 860G of the Code. At the request of a Servicing Officer, the Indenture Trustee shall furnish the Master Servicer with any powers of attorney and other documents appropriate to enable the Master Servicer to carry out its servicing and administrative duties under this Agreement. The Master Servicer in this capacity may also consent to the placing of a lien senior to that of any mortgage on the related Mortgaged Property, if.

The Master Servicer. (a) The Master Servicer shall service ------------------- and administer the Mortgage Loans in a manner consistent with the terms of this Agreement and with general industry practice and shall have full power and authority, acting alone or through a subservicer, (i) to execute do any and deliverall things in connection with such servicing and administration which it may deem necessary or desirable, on behalf of it being understood, however, that the Noteholders, the Trust, and the Indenture Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds and other Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan. The Master Servicer shall at all times remain responsible to the parties to this Agreement Trustee, the Certificateholders and the Credit Enhancer for the performance of its duties and obligations under this Agreementhereunder in accordance with the terms hereof. Any amounts received by any subservicer on in respect of a Mortgage Loan shall be considered deemed to have been received by the Master Servicer whether or not actually received by it. Without limiting the generality of the foregoing, the Master Servicer may shall continue, and is hereby authorized and empowered by the Trustee, to execute and deliver, on behalf of itself, the Noteholders, 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, discharge and all other comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Properties. The Trustee shall, in each case to upon the extent not inconsistent with this Agreement. At the written request of a Servicing Officer, the Indenture Trustee shall furnish the Master Servicer with any powers of attorney and other documents necessary or appropriate to enable the Master Servicer to carry out its servicing and administrative duties under this Agreementhereunder. The Master Servicer in this such capacity may also consent to the placing of a lien senior to that of any mortgage Mortgage on the related Mortgaged Property, ifprovided that (i) the new senior lien secures a mortgage loan that refinances an existing first mortgage loan and (ii) the Loan-to-Value Ratio of the new mortgage loan (without taking into account any closing costs that may be financed by such new mortgage loan) is equal to or less than the Loan-to-Value Ratio of the first mortgage loan to be replaced measured either (A) as of the Cut-off Date or (B) as of the date of the refinancing referenced in clause (i); provided, however, that the -------- ------- aggregate Asset Balance of such Mortgage Loans with respect to which the senior lien may be modified in accordance with clause (ii)(A) shall not exceed 10% of the related Cut-off Date Pool Balance and clause (ii)(B) shall not exceed 40% of the related Cut-off Date Pool Balance; and provided, further, -------- ------- that the aggregate Asset Balance of all such Mortgage Loans with respect to which the senior lien may be so modified shall not exceed 50% of the related Cut-off Date Pool Balance (such 50% herein referred to as the "Increased --------- Senior Lien Limitation"). ---------------------- The Master Servicer may also, without prior approval from the Rating Agencies or the Credit Enhancer, increase the Credit Limits on Mortgage Loans provided that (i) new appraisals are obtained and the weighted average Combined Loan-to-Value Ratios of the Mortgage Loans after giving effect to such increase are less than or equal to the weighted average Combined Loan-to-Value Ratios of the Mortgage Loans as of the Cut-off Date and (ii) such increases are consistent with the Master Servicer's underwriting policies. In addition, the Master Servicer may (i) increase the Credit Limits on Mortgage Loans having aggregate Asset Balances of up to 2.5% of the Cut-off Date Loan Group Balance, provided that (x) the increase in the Credit Limit of a Mortgage Loan does not cause the Combined Loan-to-Value Ratio of such Mortgage Loan to exceed 90%, (y) the increase in the Credit Limit of a Mortgage Loan does not cause the Combined Loan-to-Value Ratio of such Mortgage Loan to increase by more than 25% (for example, a Combined Loan-to-Value Ratio of 50% can be increased to 75%, a Combined Loan-to-Value Ratio of 60% can be increased to 85%, and so forth) and (z) the increase is consistent with the Master Servicer's underwriting policies and (ii) increase the Credit Limits on the Mortgage Loans having aggregate Asset Balances of up to an additional 2.5% of the Cut-off Date Pool Balance, provided that (x) the increase in the Credit Limit of a Mortgage Loan does not cause the Combined Loan-to-Value Ratio of such Mortgage Loan to exceed 100%, (y) the increase in the Credit Limit of a Mortgage Loan does not cause the Combined Loan-to-Value Ratio of such Mortgage Loan to increase by more than 25% (for example, a Combined Loan-to-Value Ratio of 50% can be increased to 75%, a Combined Loan-to-Value Ratio of 60% can be increased to 85%, and so forth) and (z) the increase is consistent with the Master Servicer's underwriting policies. Furthermore, the Master Servicer may, without prior approval from the Rating Agencies and the Credit Enhancer solicit Mortgagors for a reduction in Loan Rates; provided that the Master Servicer can only reduce such Loan Rates -------- on up to 10% of the Mortgage Loans by Cut-off Date Pool Balance. Any such solicitations shall not result in a reduction in the weighted average Gross Margin of the Mortgage Loans by more than 25 basis points taking into account any such prior reductions. In addition, the Master Servicer may agree to changes in the terms of a Mortgage Loan at the request of the Mortgagor provided that such changes (i) -------- do not materially and adversely affect the interests of related Certificateholders or the Credit Enhancer and (ii) are consistent with prudent and customary business practice as evidenced by a certificate signed by a Servicing Officer delivered to the Trustee and the Credit Enhancer. In addition to the foregoing, the Master Servicer may solicit Mortgagors to change any other terms of the related Mortgage Loans, provided that such -------- changes (i) do not materially and adversely affect the interests of the related Certificateholders or the Credit Enhancer and (ii) are consistent with prudent and customary business practice as evidenced by a certificate signed by a Servicing Officer delivered to the Trustee and the Credit Enhancer. Nothing herein shall limit the right of the Master Servicer to solicit Mortgagors with respect to new loans (including mortgage loans) that are not Mortgage Loans. The relationship of the Master Servicer (and of any successor to the Master Servicer as Master Servicer under this Agreement) to the Trustee under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent.

The Master Servicer. (a) The Master Servicer shall ------------------- service and administer the Mortgage Loans in a manner consistent with the terms of this Agreement and with general industry practice and shall have full power and authority, acting alone or through a subservicer, (i) to execute do any and deliverall things in connection with such servicing and administration which it may deem necessary or desirable, on behalf of it being understood, however, that the Noteholders, the Trust, and the Indenture Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds and other Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan. The Master Servicer shall at all times remain responsible to the parties to this Agreement Trustee, the Certificateholders and the Credit Enhancer for the performance of its duties and obligations under this Agreementhereunder in accordance with the terms hereof. Any amounts received by any subservicer on in respect of a Mortgage Loan shall be considered deemed to have been received by the Master Servicer whether or not actually received by it. Without limiting the generality of the foregoing, the Master Servicer may shall continue, and is hereby authorized and empowered by the Trustee, to execute and deliver, on behalf of itself, the Noteholders, 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, discharge and all other comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Properties. The Trustee shall, in each case to upon the extent not inconsistent with this Agreement. At the written request of a Servicing Officer, the Indenture Trustee shall furnish the Master Servicer with any powers of attorney and other documents necessary or appropriate to enable the Master Servicer to carry out its servicing and administrative duties under this Agreementhereunder. The Master Servicer in this such capacity may also consent to the placing of a lien senior to that of any mortgage Mortgage on the related Mortgaged Property, ifprovided that (i) the new senior lien secures a mortgage loan that refinances an existing first mortgage loan and (ii) the Loan-to-Value Ratio of the new mortgage loan (without taking into account any closing costs that may be financed by such new mortgage loan) is equal to or less than the Loan-to-Value Ratio of the first mortgage loan to be replaced measured either (A) as of the Cut-off Date or (B) as of the date of the refinancing referenced in clause (i); provided, however, that the aggregate Asset Balance of such Mortgage Loans with respect to which the senior lien may be modified in accordance with clause (ii)(A) shall not exceed 10% of the related Cut-off Date Pool Balance and clause (ii)(B) shall not exceed 40% of the related Cut-off Date Pool Balance; and provided, further, that the aggregate Asset Balance of all such Mortgage Loans with respect to which the senior lien may be so modified shall not exceed 50% of the related Cut-off Date Pool Balance (such 50% herein referred to as the "Increased Senior Lien Limitation"). The Master Servicer may also, without prior approval from the Rating Agencies or the Credit Enhancer, increase the Credit Limits on Mortgage Loans provided that (i) new appraisals are obtained and the weighted average Combined Loan-to-Value Ratios of the Mortgage Loans after giving effect to such increase are less than or equal to the weighted average Combined Loan-to-Value Ratios of the Mortgage Loans as of the Cut-off Date and (ii) such increases are consistent with the Master Servicer's underwriting policies. In addition, the Master Servicer may (i) increase the Credit Limits on Mortgage Loans having aggregate Asset Balances of up to 2.5% of the Cut-off Date Loan Group Balance, provided that (x) the increase in the Credit Limit of a Mortgage Loan does not cause the Combined Loan-to-Value Ratio of such Mortgage Loan to exceed 90%, (y) the increase in the Credit Limit of a Mortgage Loan does not cause the Combined Loan-to-Value Ratio of such Mortgage Loan to increase by more than 25% (for example, a Combined Loan-to-Value Ratio of 50% can be increased to 75%, a Combined Loan-to-Value Ratio of 60% can be increased to 85%, and so forth) and (z) the increase is consistent with the Master Servicer's underwriting policies and (ii) increase the Credit Limits on the Mortgage Loans having aggregate Asset Balances of up to an additional 2.5% of the Cut-off Date Pool Balance, provided that (x) the increase in the Credit Limit of a Mortgage Loan does not cause the Combined Loan-to-Value Ratio of such Mortgage Loan to exceed 100%, (y) the increase in the Credit Limit of a Mortgage Loan does not cause the Combined Loan-to-Value Ratio of such Mortgage Loan to increase by more than 25% (for example, a Combined Loan-to-Value Ratio of 50% can be increased to 75%, a Combined Loan-to-Value Ratio of 60% can be increased to 85%, and so forth) and (z) the increase is consistent with the Master Servicer's underwriting policies. Furthermore, the Master Servicer may, without prior approval from the Rating Agencies and the Credit Enhancer solicit Mortgagors for a reduction in Loan Rates; provided that the Master Servicer can only reduce such Loan Rates on up to 10% of the Mortgage Loans by Cut-off Date Pool Balance. Any such solicitations shall not result in a reduction in the weighted average Gross Margin of the Mortgage Loans by more than 25 basis points taking into account any such prior reductions. In addition, the Master Servicer may agree to changes in the terms of a Mortgage Loan at the request of the Mortgagor provided that such changes (i) do not materially and adversely affect the interests of related Certificateholders or the Credit Enhancer and (ii) are consistent with prudent and customary business practice as evidenced by a certificate signed by a Servicing Officer delivered to the Trustee and the Credit Enhancer. In addition to the foregoing, the Master Servicer may solicit Mortgagors to change any other terms of the related Mortgage Loans, provided that such changes (i) do not materially and adversely affect the interests of the related Certificateholders or the Credit Enhancer and (ii) are consistent with prudent and customary business practice as evidenced by a certificate signed by a Servicing Officer delivered to the Trustee and the Credit Enhancer. Nothing herein shall limit the right of the Master Servicer to solicit Mortgagors with respect to new loans (including mortgage loans) that are not Mortgage Loans. The relationship of the Master Servicer (and of any successor to the Master Servicer as Master Servicer under this Agreement) to the Trustee under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent.

The Master Servicer. (a) The Master Servicer shall, or shall cause the Servicers to, service and administer the Mortgage Home Equity Loans in a manner consistent with the terms of this Agreement and with general industry practice and shall have full power and authority, acting alone or through a subservicerthe Servicers, (i) to execute do any and deliverall things in connection with such servicing and administration which it may deem necessary or desirable, on behalf of it being understood, however, that the Noteholders, the Trust, and the Indenture Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds and other Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan. The Master Servicer shall at all times remain responsible to the parties to this Agreement Indenture Trustee and the Credit Enhancer Class A Noteholders for the performance of its duties and obligations under this Agreementhereunder in accordance with the terms hereof. Any amounts received by any subservicer on the related Servicer in respect of a Mortgage Home Equity Loan shall be considered deemed to have been received by the Master Servicer whether or not actually received by it. Without limiting the generality of the foregoing, the Master Servicer may shall continue, and is hereby authorized and empowered by the Indenture Trustee, to execute and deliver, on behalf of itself, the Noteholders, Class A Noteholders 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, discharge and all other comparable instruments, with respect to the Mortgage Home Equity Loans and with respect to the Mortgaged Properties, in each case to . Upon the extent not inconsistent with this Agreement. At the written request of a Servicing Officerthe Master Servicer, the Depositor and the Indenture Trustee shall furnish the Master Servicer with any powers of attorney and other documents necessary or appropriate to enable the Master Servicer to carry out its servicing and administrative duties under this Agreementhereunder. The Master Servicer in this such capacity may also consent to the placing of a proposed lien senior to that of any mortgage the Mortgage on the related Mortgaged Property, ifprovided that such proposed lien is not secured by a note providing for negative amortization and:

The Master Servicer. (a) The Master Servicer shall service and administer the Mortgage Loans in a manner consistent with the terms of this Agreement and with general industry practice and shall have full power and authority, acting alone or through a subservicer, (i) to execute do any and deliverall things in connection with such servicing and administration which it may deem necessary or desirable, on behalf of it being understood, however, that the Noteholders, the Trust, and the Indenture Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds and other Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan. The Master Servicer shall at all times remain responsible to the parties to this Agreement Trustee, the Certificateholders and the Credit Enhancer for the performance of its duties and obligations under this Agreementhereunder in accordance with the terms hereof. Any amounts received by any subservicer on in respect of a Mortgage Loan shall be considered deemed to have been received by the Master Servicer whether or not actually received by it. Without limiting the generality of the foregoing, the Master Servicer may shall continue, and is hereby authorized and empowered by the Trustee, to execute and deliver, on behalf of itself, the Noteholders, 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, discharge and all other comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Properties. The Trustee shall, in each case to upon the extent not inconsistent with this Agreement. At the written request of a Servicing Officer, the Indenture Trustee shall furnish the Master Servicer with any powers of attorney and other documents necessary or appropriate to enable the Master Servicer to carry out its servicing and administrative duties under this Agreementhereunder. The Master Servicer in this such capacity may also consent to the placing of a lien senior to that of any mortgage Mortgage on the related Mortgaged Property, ifprovided that (i) the new senior lien secures a mortgage loan that refinances an existing first mortgage loan and (ii) the Loan-to-Value Ratio of the new mortgage loan (without taking into account any closing costs that may be financed by such new mortgage loan) is equal to or less than the Loan-to-Value Ratio of the first mortgage loan to be replaced measured either (A) as of the Cut-off Date or (B) as of the date of the refinancing referenced in clause (i); provided, however, that the aggregate Asset Balance of such Mortgage Loans with respect to which the senior lien may be modified in accordance with clause (ii)(A) shall not exceed 10% of the Cut-off Date Pool Balance and clause (ii)(B) shall not exceed 40% of the Cut-off Date Pool Balance; and provided, further, that the aggregate Asset Balance of all such Mortgage Loans with respect to which the senior lien may be so modified shall not exceed 50% of the Cut-off Date Pool Balance (such 50% herein referred to as the "Increased Senior Lien Limitation"). The Master Servicer may also, without prior approval from the Rating Agencies or the Credit Enhancer, increase the Credit Limits on Mortgage Loans provided that (i) new appraisals are obtained and the Combined Loan-to-Value Ratios of the Mortgage Loans after giving effect to such increase are less than or equal to the Combined Loan-to-Value Ratios of the Mortgage Loans as of the Cut-off Date and (ii) such increases are consistent with the Master Servicer's underwriting policies. In addition, the Master Servicer may (i) increase the Credit Limits on Mortgage Loans having aggregate Asset Balances of up to 2.5% of the Cut-off Date Pool Balance, provided that (x) the increase in the Credit Limit of a Mortgage Loan does not cause the Combined Loan-to-Value Ratio of such Mortgage Loan to exceed 90%, (y) the increase in the Credit Limit of a Mortgage Loan does not cause the Combined Loan-to-Value Ratio of such Mortgage Loan to increase by more than 25% (for example, a Combined Loan-to-Value Ratio of 50% can be increased to 75%, a Combined Loan-to-Value Ratio of 60% can be increased to 85%, and so forth) and (z) the increase is consistent with the Master Servicer's underwriting policies and (ii) increase the Credit Limits on the Mortgage Loans having aggregate Asset Balances of up to an additional 2.5% of the Cut-off Date Pool Balance, provided that (x) the increase in the Credit Limit of a Mortgage Loan does not cause the Combined Loan-to-Value Ratio of such Mortgage Loan to exceed 100%, (y) the increase in the Credit Limit of a Mortgage Loan does not cause the Combined Loan-to-Value Ratio of such Mortgage Loan to increase by more than 25% (for example, a Combined Loan-to-Value Ratio of 50% can be increased to 75%, a Combined Loan-to-Value Ratio of 60% can be increased to 85%, and so forth) and (z) the increase is consistent with the Master Servicer's underwriting policies. Furthermore, the Master Servicer may, without prior approval from the Rating Agencies and the Credit Enhancer solicit Mortgagors for a reduction in Loan Rates; provided that the Master Servicer can only reduce such Loan Rates on up to 10% of the Mortgage Loans by Cut-off Date Pool Balance. Any such solicitations shall not result in a reduction in the weighted average Gross Margin of the Mortgage Loans in the pool by more than 25 basis points taking into account any such prior reductions. In addition, the Master Servicer may agree to changes in the terms of a Mortgage Loan at the request of the Mortgagor provided that such changes (i) do not materially and adversely affect the interests of Certificateholders or the Credit Enhancer and (ii) are consistent with prudent and customary business practice as evidenced by a certificate signed by a Servicing Officer delivered to the Trustee and the Credit Enhancer. In addition to the foregoing, the Master Servicer may solicit Mortgagors to change any other terms of the related Mortgage Loans, provided that such changes (i) do not materially and adversely affect the interest of Certificateholders or the Credit Enhancer and (ii) are consistent with prudent and customary business practice as evidenced by a certificate signed by a Servicing Officer delivered to the Trustee and the Credit Enhancer. Nothing herein shall limit the right of the Master Servicer to solicit Mortgagors with respect to new loans (including mortgage loans) that are not Mortgage Loans. The relationship of the Master Servicer (and of any successor to the Master Servicer as master servicer under this Agreement) to the Trustee under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent.

The Master Servicer. (a) The Master Servicer shall, or shall cause the Servicers to, service and administer the Mortgage Loans in a manner consistent with the terms of this Agreement and with general industry practice and shall have full power and authority, acting alone or through a subservicerthe Servicers, (i) to execute do any and deliverall things in connection with such servicing and administration which it may deem necessary or desirable, on behalf of it being understood, however, that the Noteholders, the Trust, and the Indenture Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds and other Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan. The Master Servicer shall at all times remain responsible to the parties to this Agreement Indenture Trustee and the Credit Enhancer Class A Noteholders for the performance of its duties and obligations under this Agreementhereunder in accordance with the terms hereof. Any amounts received by any subservicer on the related Servicer in respect of a Mortgage Loan shall be considered deemed to have been received by the Master Servicer whether or not actually received by it. Without limiting the generality of the foregoing, the Master Servicer may shall continue, and is hereby authorized and empowered by the Indenture Trustee, to execute and deliver, on behalf of itself, the Noteholders, Class A Noteholders 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, discharge and all other comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Properties, in each case to . Upon the extent not inconsistent with this Agreement. At the written request of a Servicing Officerthe Master Servicer, the Depositor and the Indenture Trustee shall furnish the Master Servicer with any powers of attorney and other documents necessary or appropriate to enable the Master Servicer to carry out its servicing and administrative duties under this Agreementhereunder. The Master Servicer in this such capacity may also consent to the placing of a proposed lien senior to that of any mortgage the Mortgage on the related Mortgaged Property, ifprovided that such proposed lien is not secured by a note providing for negative amortization and:

The Master Servicer. The Master Servicer shall, or shall cause the related Subservicer to, service and administer the Mortgage Loans in a manner consistent with the terms of this Agreement and with general industry practice and shall have full power and authority, acting alone or through a subservicersuch Subservicer, (i) to execute do any and deliverall things in connection with such servicing and administration which it may deem necessary or desirable, on behalf of it being understood, however, that the Noteholders, the Trust, and the Indenture Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds and other Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan. The Master Servicer shall at all times remain responsible to the parties to this Agreement Trustee and the Credit Enhancer and the Certificateholders for the performance of its duties and obligations under this Agreementhereunder in accordance with the terms hereof. Any amounts received by any subservicer on the related Subservicer in respect of a Mortgage Loan shall be considered deemed to have been received by the Master Servicer whether or not actually received by it. Without limiting the generality of the foregoing, the Master Servicer may shall, and is hereby authorized and empowered by the Trustee to, execute and deliver, on behalf of itself, the Noteholders, 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, discharge and all other comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Properties, in each case to . Upon the extent not inconsistent with this Agreement. At the written request of a Servicing Officerthe Master Servicer, the Indenture Seller and the Trustee shall furnish the Master Servicer with any powers of attorney and other documents necessary or appropriate to enable the Master Servicer to carry out its servicing and administrative duties under this Agreementhereunder. The Master Servicer in this such capacity may also consent to the placing of a lien senior to that of any mortgage the Mortgage on the related Mortgaged Property, ifprovided that