Common use of The Master Servicer Clause in Contracts

The Master Servicer. (a) The Master Servicer shall service and administer the Home Loans in accordance with the terms of this Servicing Agreement, following such procedures as it would employ in its good faith business judgment and which are normal and usual in its general mortgage servicing activities, and shall have full power and authority, acting alone or through a subservicer, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable, it being understood, however, that the Master Servicer shall at all times remain responsible to the Depositor, the Grantor Trustee, on behalf of the Grantor Trust Certificateholder, the Owner Trustee on behalf of the Certificateholders and the Indenture Trustee on behalf of the Noteholders for the performance of its duties and obligations hereunder in accordance with the terms hereof. Without limiting the generality of the foregoing, the Master Servicer shall continue, and is hereby authorized and empowered by the Depositor and the Grantor Trustee, to execute and deliver, on behalf of itself, the Depositor, the Grantor 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 with respect to the Home 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 Depositor, the Grantor 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 hereunder. In addition, the Master Servicer may, at its own discretion and on behalf of the Grantor Trustee, obtain credit information in the form of a Credit Score from a credit repository. On the Closing Date, the Grantor 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 not consent to the placing of a lien senior to that of the Mortgage on the related Mortgaged Property. If the Mortgage relating to a Home Loan had 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 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 Home Loans in accordance with the terms of this Servicing Agreement, following such procedures as it would employ in its good faith business judgment and which are normal and usual in its general mortgage servicing activities, and shall have full power and authority, acting alone or through a subservicerSubservicer, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable, it being understood, however, that the Master Servicer shall at all times remain responsible to the Depositor, the Grantor Trustee, on behalf of the Grantor Trust Certificateholder, the Owner Trustee on behalf of the Certificateholders Issuer and the Indenture Trustee on behalf of the Noteholders for the performance of its duties and obligations hereunder in accordance with the terms hereof. Without limiting the generality of the foregoing, the Master Servicer shall continue, and is hereby authorized and empowered by the Depositor Issuer and the Grantor Indenture Trustee, as pledgee of the Home Loans, to execute and deliver, on behalf of itself, the DepositorIssuer, the Grantor Indenture 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 with respect to the Home 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 DepositorIssuer, the Grantor 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 hereunder. In addition, the Master Servicer may, at its own discretion and on behalf of the Grantor Indenture Trustee, obtain credit information in the form of a Credit Score from a credit repository. On the Closing Date, the Grantor Indenture Trustee shall deliver to the Master Servicer a limited power of attorney substantially in the form of Exhibit B hereto. The Master Servicer further is 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 Master Servicer or the Subservicer, as the case may be, believes it is appropriate in its best judgment to register any Home Loan on the MERS(R) System, or cause the removal from the registration of any Home Loan on the MERS(R) System, to execute and deliver, on behalf of the Indenture Trustee and the Noteholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Indenture Trustee and its successors and assigns. Any expenses incurred in connection with the actions described in the preceding sentence shall be borne by the Master Servicer in accordance with Section 3.09, with no right of reimbursement; provided, that if, as a result of MERS discontinuing or becoming unable to continue operations in connection with the MERS(R) System, it becomes necessary to remove any Home Loan from registration on the MERS(R) System and to arrange for the assignment of the related Mortgages to the Indenture Trustee, then any related expenses shall be reimbursable to the Master Servicer as set forth in Section 3.03(ii). 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 not consent to the placing of a lien senior to that of the Mortgage on the related Mortgaged Property. If the Mortgage relating to a Home Loan had 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 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 Home Loans in accordance with the terms of this Servicing Agreement, following such procedures as it would employ in its good faith business judgment and which are normal and usual in its general mortgage servicing activities, and shall have full power and authority, acting alone or through a subservicerSubservicer, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable, it being understood, however, that the Master Servicer shall at all times remain responsible to the Depositor, the Grantor Trustee, on behalf of the Grantor Trust Certificateholder, the Owner Trustee on behalf of the Certificateholders Issuer and the Indenture Trustee on behalf Trustee, as pledgee of the Noteholders Home Loans, and the Credit Enhancer for the performance of its duties and obligations hereunder in accordance with the terms hereof, without diminution of such obligation or liability by virtue of such Subservicing agreements or arrangements or by virtue of indemnification from the Subservicer and to the same extent and under the same terms and conditions as if the Master Servicer alone were servicing and administering the Home Loans. Without limiting the generality of the foregoing, the Master Servicer shall continue, and is hereby authorized and empowered by the Depositor Issuer and the Grantor Indenture Trustee, as pledgee of the Home Loans, to execute and deliver, on behalf of itself, the DepositorIssuer, the Grantor Indenture 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 with respect to the Home 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 DepositorIssuer, the Grantor 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 hereunder. In addition, the Master Servicer may, at its own discretion and on behalf of the Grantor Indenture Trustee, obtain credit information in the form of a Credit Score from a credit repository. On the Closing Date, the Grantor Indenture Trustee shall is hereby directed to deliver to the Master Servicer a limited power of attorney substantially in the form of Exhibit B hereto. The Master Servicer further is authorized and empowered by the Issuer and the Indenture Trustee, on behalf of the Noteholders, the Credit Enhancer and the Indenture Trustee, in its own name or in the name of the Subservicer, when the Master Servicer or the Subservicer, as the case may be, believes it is appropriate in its best judgment to register any Home Loan on the MERS(R) System, or cause the removal from the registration of any Home Loan on the MERS(R) System, to execute and deliver, on behalf of the Indenture Trustee and the Noteholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Indenture Trustee and its successors and assigns. Any expenses incurred in connection with the actions described in the preceding sentence shall be borne by the Master Servicer in accordance with Section 3.09, with no right of reimbursement; provided, that if, as a result of MERS discontinuing or becoming unable to continue operations in connection with the MERS(R) System, it becomes necessary to remove any Home Loan from registration on the MERS(R) System and to arrange for the assignment of the related Mortgages to the Indenture Trustee, then any related expenses shall be reimbursable to the Master Servicer as set forth in Section 3.03(ii). 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 not consent to the placing of a lien senior to that of the Mortgage on the related Mortgaged Property. If the Mortgage relating to a Home Loan had 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 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 Home Equity Loans in accordance a manner generally consistent with the terms of the Program Guide and in a manner consistent with the terms of this Servicing Agreement, following such procedures as it would employ in its good faith business judgment and which are normal and usual in its general mortgage servicing activities, and shall have full power and authority, acting alone or through a subservicerSubservicer, to do any and all things which it may deem necessary or desirable in connection with such servicing and administration which it may deem necessary or desirableadministration, it being understood, however, that the Master Servicer shall at all times remain responsible to the Depositor, the Grantor Trustee, on behalf of the Grantor Trust Certificateholder, the Owner Trustee on behalf of the Certificateholders Issuer and the Indenture Trustee on behalf Trustee, as pledgee of the Noteholders Home Equity Loans, and the Credit Enhancer for the performance of its duties and obligations hereunder in accordance with the terms hereofhereof and the Program Guide. In addition, the Master Servicer shall perform the obligations of the Master Servicer and REMIC Administrator (for so long as the Master Servicer is the REMIC Administrator) set forth in the Indenture and the Trust Agreement. Without limiting the generality of the foregoing, the Master Servicer shall continue, and is hereby authorized and empowered by the Depositor Issuer and the Grantor Indenture Trustee, as pledgee of the Home Equity Loans, to execute and deliver, on behalf of itself, the DepositorIssuer, the Grantor Indenture Trustee or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release release, or 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 Home Equity Loan and all other comparable instruments with respect to the Home Loans and with respect to the Mortgaged Propertiesinstruments, or with respect to the modification or re-recording of a Mortgage for the purpose of correcting the Mortgage, the subordination of the lien lien, as permitted pursuant to this Agreement, 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, the acquisition of any property acquired by foreclosure or deed in lieu of foreclosureforeclosure on behalf of the Trust and the Noteholders, or the management, marketing and conveyance of any property acquired by foreclosure or deed in lieu of foreclosureforeclosure with respect to the Home Equity Loans and with respect to the Mortgaged Properties. The DepositorIssuer, the Grantor 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 hereunder. In addition, the Master Servicer may, at its own discretion and on behalf of the Grantor Trustee, obtain credit information in the form of a Credit Score from a credit repository. On the Closing Date, the Grantor 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 In connection with servicing and administering the Home Equity Loans, the Master Servicer and any Affiliate of the Master Servicer may perform services such as appraisals and brokerage services that are not customarily provided by servicers of mortgage loans, and shall be entitled to reasonable compensation therefor in accordance with Section 3.03. In addition, the Master 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. The Program Guide and any other Subservicing Agreement entered into between the Master Servicer and any Subservicer shall require the Subservicer to accurately and fully report its borrower credit files to each of the Credit Repositories in a timely manner. The Master 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 Master Servicer or the Subservicer, as the case may be, believes it appropriate in its best judgment to register any Home Equity Loan on the related Mortgaged Property as 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 CutIndenture Trustee and the Noteholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-off Daterecording of a Mortgage in the name of MERS, then solely as nominee for the Indenture Trustee and its successors and assigns. Any expenses incurred in connection with the actions described in the preceding sentence shall be borne by the Master Servicer, with no right of reimbursement. Notwithstanding anything in such capacity, may not consent this Servicing Agreement to the placing contrary, subject to Section 3.02(a), the Master Servicer shall not permit any modification with respect to any Group I Loan that would both constitute a sale or exchange of such Group I Loan within the meaning of Section 1001 of the Code and any proposed, temporary or final regulations promulgated thereunder and cause any of 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 lien senior to that tax upon any of the Mortgage REMICs (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the related Mortgaged Property. If Code and the Mortgage relating tax on contributions to a Home Loan had a lien senior to the Home Loan on the related Mortgaged Property as REMIC set forth in Section 860G(d) of the Cut-off Date, then the Master Servicer, in such capacity, may consent to the refinancing of the prior senior lien, provided that the following requirements are met:Code).

The Master Servicer. (a) The Master Servicer shall service and administer the Home Equity Loans in accordance a manner generally consistent with the terms of the Program Guide and in a manner consistent with the terms of this Servicing Agreement, following such procedures as it would employ in its good faith business judgment and which are normal and usual in its general mortgage servicing activities, and shall have full power and authority, acting alone or through a subservicerSubservicer, to do any and all things which it may deem necessary or desirable in connection with such servicing and administration which it may deem necessary or desirableadministration, it being understood, however, that the Master Servicer shall at all times remain responsible to the Depositor, the Grantor Trustee, on behalf of the Grantor Trust Certificateholder, the Owner Trustee on behalf of the Certificateholders Issuer and the Indenture Trustee on behalf Trustee, as pledgee of the Noteholders Home Equity Loans, and the Credit Enhancer for the performance of its duties and obligations hereunder in accordance with the terms hereofhereof and the Program Guide. Without limiting the generality of the foregoing, the Master Servicer shall continue, and is hereby authorized and empowered by the Depositor Issuer and the Grantor Indenture Trustee, as pledgee of the Home Equity Loans, to execute and deliver, on behalf of itself, the DepositorIssuer, the Grantor Indenture Trustee or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release release, or 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 Home Equity Loan and all other comparable instruments with respect to the Home Loans and with respect to the Mortgaged Propertiesinstruments, or with respect to the modification or re-recording of a Mortgage for the purpose of correcting the Mortgage, the subordination of the lien lien, as permitted pursuant to this Agreement, 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, the acquisition of any property acquired by foreclosure or deed in lieu of foreclosureforeclosure on behalf of the Trust, the Credit Enhancer and the Noteholders, or the management, marketing and conveyance of any property acquired by foreclosure or deed in lieu of foreclosureforeclosure with respect to the Home Equity Loans and with respect to the Mortgaged Properties. The DepositorIssuer, the Grantor 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 hereunder. In addition, the Master Servicer may, at its own discretion and on behalf of the Grantor Trustee, obtain credit information in the form of a Credit Score from a credit repository. On the Closing Date, the Grantor 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 In connection with servicing and administering the Home Equity Loans, the Master Servicer and any Affiliate of the Master Servicer may perform services such as appraisals and brokerage services that are not customarily provided by servicers of mortgage loans, and shall be entitled to reasonable compensation therefor in accordance with Section 3.03. In addition, the Master 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. The Program Guide and any other Subservicing Agreement entered into between the Master Servicer and any Subservicer shall require the Subservicer to accurately and fully report its borrower credit files to each of the Credit Repositories in a timely manner. The Master 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 Master Servicer or the Subservicer, as the case may be, believes it appropriate in its best judgment to register any Home Equity Loan on the related Mortgaged Property as 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 CutIndenture Trustee and the Noteholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-off Daterecording of a Mortgage in the name of MERS, then solely as nominee for the Indenture Trustee and its successors and assigns. Any expenses incurred in connection with the actions described in the preceding sentence shall be borne by the Master Servicer, in such capacity, may not consent to the placing with no right of a lien senior to that of the Mortgage on the related Mortgaged Property. If the Mortgage relating to a Home Loan had 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 consent to the refinancing of the prior senior lien, provided that the following requirements are met:reimbursement.

The Master Servicer. (a) The Master Servicer shall service and administer the Home Equity Loans in accordance a manner generally consistent with the terms of the Program Guide and in a manner consistent with the terms of this Servicing Agreement, following such procedures as it would employ in its good faith business judgment and which are normal and usual in its general mortgage servicing activities, and shall have full power and authority, acting alone or through a subservicerSubservicer, to do any and all things which it may deem necessary or desirable in connection with such servicing and administration which it may deem necessary or desirableadministration, it being understood, however, that the Master Servicer shall at all times remain responsible to the Depositor, the Grantor Trustee, on behalf of the Grantor Trust Certificateholder, the Owner Trustee on behalf of the Certificateholders Issuer and the Indenture Trustee on behalf Trustee, as pledgee of the Noteholders Home Equity Loans, and the Credit Enhancer for the performance of its duties and obligations hereunder in accordance with the terms hereofhereof and the Program Guide. In addition, the Master Servicer shall perform the obligations of the Master Servicer and REMIC Administrator (for so long as the Master Servicer is the REMIC Administrator) set forth in the Indenture and the Trust Agreement. Without limiting the generality of the foregoing, the Master Servicer shall continue, and is hereby authorized and empowered by the Depositor Issuer and the Grantor Indenture Trustee, as pledgee of the Home Equity Loans, to execute and deliver, on behalf of itself, the DepositorIssuer, the Grantor Indenture Trustee or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release release, or 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 Home Equity Loan and all other comparable instruments with respect to the Home Loans and with respect to the Mortgaged Propertiesinstruments, or with respect to the modification or re-recording of a Mortgage for the purpose of correcting the Mortgage, the subordination of the lien lien, as permitted pursuant to this Agreement, 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, the acquisition of any property acquired by foreclosure or deed in lieu of foreclosureforeclosure on behalf of the Trust, the Credit Enhancer and the Noteholders, or the management, marketing and conveyance of any property acquired by foreclosure or deed in lieu of foreclosureforeclosure with respect to the Home Equity Loans and with respect to the Mortgaged Properties. The DepositorIssuer, the Grantor 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 hereunder. In addition, the Master Servicer may, at its own discretion and on behalf of the Grantor Trustee, obtain credit information in the form of a Credit Score from a credit repository. On the Closing Date, the Grantor 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 In connection with servicing and administering the Home Equity Loans, the Master Servicer and any Affiliate of the Master Servicer may perform services such as appraisals and brokerage services that are not customarily provided by servicers of mortgage loans, and shall be entitled to reasonable compensation therefor in accordance with Section 3.03. In addition, the Master 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. The Program Guide and any other Subservicing Agreement entered into between the Master Servicer and any Subservicer shall require the Subservicer to accurately and fully report its borrower credit files to each of the Credit Repositories in a timely manner. The Master 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 Master Servicer or the Subservicer, as the case may be, believes it appropriate in its best judgment to register any Home Equity Loan on the related Mortgaged Property as 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 CutIndenture Trustee and the Noteholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-off Daterecording of a Mortgage in the name of MERS, then solely as nominee for the Indenture Trustee and its successors and assigns. Any expenses incurred in connection with the actions described in the preceding sentence shall be borne by the Master Servicer, with no right of reimbursement. Notwithstanding anything in such capacity, may not consent this Servicing Agreement to the placing contrary, subject to Section 3.02(a), the Master Servicer shall not permit any modification with respect to any Group I Loan that would both constitute a sale or exchange of such Group I Loan within the meaning of Section 1001 of the Internal Revenue Code (the "Code") and any proposed, temporary or final regulations promulgated thereunder and cause any of 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 lien senior to that tax upon any of the Mortgage REMICs (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the related Mortgaged Property. If Code and the Mortgage relating tax on contributions to a Home Loan had a lien senior to the Home Loan on the related Mortgaged Property as REMIC set forth in Section 860G(d) of the Cut-off Date, then the Master Servicer, in such capacity, may consent to the refinancing of the prior senior lien, provided that the following requirements are met:Code).

The Master Servicer. (a) The Master Servicer shall service and administer the Home Equity Loans in accordance a manner generally consistent with the terms of the Program Guide and in a manner consistent with the terms of this Servicing Agreement, following such procedures as it would employ in its good faith business judgment and which are normal and usual in its general mortgage servicing activities, and shall have full power and authority, acting alone or through a subservicerSubservicer, to do any and all things which it may deem necessary or desirable in connection with such servicing and administration which it may deem necessary or desirableadministration, it being understood, however, that the Master Servicer shall at all times remain responsible to the Depositor, the Grantor Trustee, on behalf of the Grantor Trust Certificateholder, the Owner Trustee on behalf of the Certificateholders Issuer and the Indenture Trustee on behalf Trustee, as pledgee of the Noteholders Home Equity Loans, and the Credit Enhancer for the performance of its duties and obligations hereunder in accordance with the terms hereofhereof and the Program Guide. Without limiting the generality of the foregoing, the Master Servicer shall continue, and is hereby authorized and empowered by the Depositor Issuer and the Grantor Indenture Trustee, as pledgee of the Home Equity Loans, to execute and deliver, on behalf of itself, the DepositorIssuer, the Grantor Indenture Trustee or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release release, or 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 Home Equity Loan and all other comparable instruments with respect to the Home Loans and with respect to the Mortgaged Propertiesinstruments, or with respect to the modification or re-recording of a Mortgage for the purpose of correcting the Mortgage, the subordination of the lien lien, as permitted pursuant to this Agreement, 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, the acquisition of any property acquired by foreclosure or deed in lieu of foreclosureforeclosure on behalf of the Trust, the Credit Enhancer and the Noteholders, or the management, marketing and conveyance of any property acquired by foreclosure or deed in lieu of foreclosureforeclosure with respect to the Home Equity Loans and with respect to the Mortgaged Properties. The DepositorIssuer, the Grantor 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 hereunder. In addition, the Master Servicer may, at its own discretion and on behalf of the Grantor Trustee, obtain credit information in the form of a Credit Score from a credit repository. On the Closing Date, the Grantor 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 In connection with servicing and administering the Home Equity Loans, the Master Servicer and any Affiliate of the Master Servicer may perform services such as appraisals and brokerage services that are not customarily provided by servicers of mortgage loans, and shall be entitled to reasonable compensation therefor in accordance with Section 3.03. In addition, the Master 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. The Program Guide and any other Subservicing Agreement entered into between the Master Servicer and any Subservicer shall require the Subservicer to accurately and fully report its borrower credit files to each of the Credit Repositories in a timely manner. The Master Servicer is further authorized and empowered by the Issuer and the Indenture Trustee, on behalf of the Noteholders, the Credit Enhancer and the Indenture Trustee, in its own name or in the name of the Subservicer, when the Master Servicer or the Subservicer, as the case may be, believes it appropriate in its best judgment to register any Home Equity Loan on the related Mortgaged Property as 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 CutIndenture Trustee and the Noteholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-off Daterecording of a Mortgage in the name of MERS, then solely as nominee for the Indenture Trustee and its successors and assigns. Any expenses incurred in connection with the actions described in the preceding sentence shall be borne by the Master Servicer, in such capacity, may not consent to the placing with no right of a lien senior to that of the Mortgage on the related Mortgaged Property. If the Mortgage relating to a Home Loan had 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 consent to the refinancing of the prior senior lien, provided that the following requirements are met:reimbursement.

The Master Servicer. (a) The Master Servicer shall service and administer the Home Equity Loans in accordance a manner generally consistent with the terms of the Program Guide and in a manner consistent with the terms of this Servicing Agreement, following such procedures as it would employ in its good faith business judgment and which are normal and usual in its general mortgage servicing activities, and shall have full power and authority, acting alone or through a subservicerSubservicer, to do any and all things which it may deem necessary or desirable in connection with such servicing and administration which it may deem necessary or desirableadministration, it being understood, however, that the Master Servicer shall at all times remain responsible to the Depositor, the Grantor Trustee, on behalf of the Grantor Trust Certificateholder, the Owner Trustee on behalf of the Certificateholders Issuer and the Indenture Trustee on behalf Trustee, as pledgee of the Noteholders Home Equity Loans, and the Credit Enhancer for the performance of its duties and obligations hereunder in accordance with the terms hereofhereof and the Program Guide. In addition, the Master Servicer shall perform the obligations of the Master Servicer and REMIC Administrator (for so long as the Master Servicer is the REMIC Administrator) set forth in the Indenture and the Trust Agreement. Without limiting the generality of the foregoing, the Master Servicer shall continue, and is hereby authorized and empowered by the Depositor Issuer and the Grantor Indenture Trustee, as pledgee of the Home Equity Loans, to execute and deliver, on behalf of itself, the DepositorIssuer, the Grantor Indenture Trustee or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release release, or 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 Home Equity Loan and all other comparable instruments with respect to the Home Loans and with respect to the Mortgaged Propertiesinstruments, or with respect to the modification or re-recording of a Mortgage for the purpose of correcting the Mortgage, the subordination of the lien lien, as permitted pursuant to this Agreement, 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, 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 foreclosureforeclosure with respect to the Home Equity Loans and with respect to the Mortgaged Properties. The DepositorIssuer, the Grantor 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 hereunder. In addition, the Master Servicer may, at its own discretion and on behalf of the Grantor Trustee, obtain credit information in the form of a Credit Score from a credit repository. On the Closing Date, the Grantor 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 In connection with servicing and administering the Home Equity Loans, the Master Servicer and any Affiliate of the Master Servicer may perform services such as appraisals and brokerage services that are not customarily provided by servicers of mortgage loans, and shall be entitled to reasonable compensation therefor in accordance with Section 3.03. In addition, the Master 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. The Master 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 Master Servicer or the Subservicer, as the case may be, believes it appropriate in its best judgment to register any Home Equity Loan on the related Mortgaged Property as 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 CutIndenture Trustee and the Noteholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-off Daterecording of a Mortgage in the name of MERS, then solely as nominee for the Indenture Trustee and its successors and assigns. Any expenses incurred in connection with the actions described in the preceding sentence shall be borne by the Master Servicer, with no right of reimbursement. Notwithstanding anything in such capacity, may not consent this Servicing Agreement to the placing contrary, subject to Section 3.02(a), the Master Servicer shall not permit any modification with respect to any Group I Loan that would both constitute a sale or exchange of such Group I Loan within the meaning of Section 1001 of the Code and any proposed, temporary or final regulations promulgated thereunder and cause any of REMIC I, REMIC II or REMIC III to fail to qualify as a REMIC under the Code or, except as provided in Section 11.01(f) of the Indenture, cause the imposition of a lien senior to that tax upon any of the Mortgage REMICs (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the related Mortgaged Property. If Code and the Mortgage relating tax on contributions to a Home Loan had a lien senior to the Home Loan on the related Mortgaged Property as REMIC set forth in Section 860G(d) of the Cut-off Date, then the Master Servicer, in such capacity, may consent to the refinancing of the prior senior lien, provided that the following requirements are met:Code).

The Master Servicer. (a) _____ The Master Servicer shall service and administer the Home Equity Loans in accordance a manner generally consistent with the terms of the Program Guide and in a manner consistent with the terms of this Servicing Agreement, following such procedures as it would employ in its good faith business judgment and which are normal and usual in its general mortgage servicing activities, and shall have full power and authority, acting alone or through a subservicerSubservicer, to do any and all things which it may deem necessary or desirable in connection with such servicing and administration which it may deem necessary or desirableadministration, it being understood, however, that the Master Servicer shall at all times remain responsible to the Depositor, the Grantor Trustee, on behalf of the Grantor Trust Certificateholder, the Owner Trustee on behalf of the Certificateholders Issuer and the Indenture Trustee on behalf Trustee, as pledgee of the Noteholders Home Equity Loans, for the performance of its duties and obligations hereunder in accordance with the terms hereofhereof and the Program Guide. In addition, the Master Servicer shall perform the obligations of the Master Servicer and REMIC Administrator (for so long as the Master Servicer is the REMIC Administrator) set forth in the Indenture and the Trust Agreement. Without limiting the generality of the foregoing, the Master Servicer shall continue, and is hereby authorized and empowered by the Depositor Issuer and the Grantor Indenture Trustee, as pledgee of the Home Equity Loans, to execute and deliver, on behalf of itself, the DepositorIssuer, the Grantor Indenture Trustee or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release release, or 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 Home Equity Loan and all other comparable instruments with respect to the Home Loans and with respect to the Mortgaged Propertiesinstruments, or with respect to the modification or re-recording of a Mortgage for the purpose of correcting the Mortgage, the subordination of the lien lien, as permitted pursuant to this Agreement, 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, 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 foreclosureforeclosure with respect to the Home Equity Loans and with respect to the Mortgaged Properties. The DepositorIssuer, the Grantor 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 hereunder. In addition, the Master Servicer may, at its own discretion and on behalf of the Grantor Trustee, obtain credit information in the form of a Credit Score from a credit repository. On the Closing Date, the Grantor 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 In connection with servicing and administering the Home Equity Loans, the Master Servicer and any Affiliate of the Master Servicer may perform services such as appraisals and brokerage services that are not customarily provided by servicers of mortgage loans, and shall be entitled to reasonable compensation therefor in accordance with Section 3.03. In addition, the Master 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. The Master 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 Master Servicer or the Subservicer, as the case may be, believes it appropriate in its best judgment to register any Home Equity Loan on the related Mortgaged Property as 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 CutIndenture Trustee and the Noteholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-off Daterecording of a Mortgage in the name of MERS, then solely as nominee for the Indenture Trustee and its successors and assigns. Any expenses incurred in connection with the actions described in the preceding sentence shall be borne by the Master Servicer, with no right of reimbursement. Notwithstanding anything in such capacity, may not consent this Servicing Agreement to the placing contrary, subject to Section 3.02(a), the Master Servicer shall not permit any modification with respect to any Group I Loan that would both constitute a sale or exchange of such Group I Loan within the meaning of Section 1001 of the Code and any proposed, temporary or final regulations promulgated thereunder and cause any of REMIC I, REMIC II or REMIC III to fail to qualify as a REMIC under the Code or, except as provided in Section 11.01(f) of the Indenture, cause the imposition of a lien senior to that tax upon any of the Mortgage REMICs (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the related Mortgaged Property. If Code and the Mortgage relating tax on contributions to a Home Loan had a lien senior to the Home Loan on the related Mortgaged Property as REMIC set forth in Section 860G(d) of the Cut-off Date, then the Master Servicer, in such capacity, may consent to the refinancing of the prior senior lien, provided that the following requirements are met:Code).

The Master Servicer. (a) The Master Servicer shall service and administer the Home Equity Loans in accordance a manner generally consistent with the terms of the Program Guide and in a manner consistent with the terms of this Servicing Agreement, following such procedures as it would employ in its good faith business judgment and which are normal and usual in its general mortgage servicing activities, and shall have full power and authority, acting alone or through a subservicerSubservicer, to do any and all things which it may deem necessary or desirable in connection with such servicing and administration which it may deem necessary or desirableadministration, it being understood, however, that the Master Servicer shall at all times remain responsible to the Depositor, the Grantor Trustee, on behalf of the Grantor Trust Certificateholder, the Owner Trustee on behalf of the Certificateholders Issuer and the Indenture Trustee on behalf Trustee, as pledgee of the Noteholders Home Equity Loans, and the Credit Enhancer for the performance of its duties and obligations hereunder in accordance with the terms hereofhereof and the Program Guide. In addition, the Master Servicer shall perform the obligations of the Master Servicer set forth in the Indenture and the Trust Agreement. Without limiting the generality of the foregoing, the Master Servicer shall continue, and is hereby authorized and empowered by the Depositor Issuer and the Grantor Indenture Trustee, as pledgee of the Home Equity Loans, to execute and deliver, on behalf of itself, the DepositorIssuer, the Grantor Indenture Trustee or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release release, or 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 Home Equity Loan and all other comparable instruments with respect to the Home Loans and with respect to the Mortgaged Propertiesinstruments, or with respect to the modification or re-recording of a Mortgage for the purpose of correcting the Mortgage, the subordination of the lien lien, as permitted pursuant to this Agreement, 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, the acquisition of any property acquired by foreclosure or deed in lieu of foreclosureforeclosure on behalf of the Trust and the Noteholders, or the management, marketing and conveyance of any property acquired by foreclosure or deed in lieu of foreclosureforeclosure with respect to the Home Equity Loans and with respect to the Mortgaged Properties. The DepositorIssuer, the Grantor 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 hereunder. In addition, the Master Servicer may, at its own discretion and on behalf of the Grantor Trustee, obtain credit information in the form of a Credit Score from a credit repository. On the Closing Date, the Grantor 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 In connection with servicing and administering the Home Equity Loans, the Master Servicer and any Affiliate of the Master Servicer may perform services such as appraisals and brokerage services that are not customarily provided by servicers of mortgage loans, and shall be entitled to reasonable compensation therefor in accordance with Section 3.03. In addition, the Master 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. The Program Guide and any other Subservicing Agreement entered into between the Master Servicer and any Subservicer shall require the Subservicer to accurately and fully report its borrower credit files to each of the Credit Repositories in a timely manner. The Master 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 Master Servicer or the Subservicer, as the case may be, believes it appropriate in its best judgment to register any Home Equity Loan on the related Mortgaged Property as 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 CutIndenture Trustee and the Noteholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-off Daterecording of a Mortgage in the name of MERS, then solely as nominee for the Indenture Trustee and its successors and assigns. Any expenses incurred in connection with the actions described in the preceding sentence shall be borne by the Master Servicer, in such capacity, may not consent to the placing with no right of a lien senior to that of the Mortgage on the related Mortgaged Property. If the Mortgage relating to a Home Loan had 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 consent to the refinancing of the prior senior lien, provided that the following requirements are met:reimbursement.

The Master Servicer. (a) The Master Servicer shall service and administer the Home Loans in accordance with the terms of this Servicing Agreement, following such procedures as it would employ in its good faith business judgment and which are normal and usual in its general mortgage servicing activities, and shall have full power and authority, acting alone or through a subservicerSubservicer, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable, it being understood, however, that the Master Servicer shall at all times remain responsible to the Depositor, the Grantor Trustee, on behalf of the Grantor Trust Certificateholder, the Owner Trustee on behalf of the Certificateholders Issuer and the Indenture Trustee on behalf as pledgee of the Noteholders Home Loans and the Credit Enhancer for the performance of its duties and obligations hereunder in accordance with the terms hereof, without diminution of such obligation or liability by virtue of such Subservicing agreements or arrangements or by virtue of indemnification from the Subservicer and to the same extent and under the same terms and conditions as if the Master Servicer alone were servicing and administering the Home Loans. Without limiting the generality of the foregoing, the Master Servicer shall continue, and is hereby authorized and empowered by the Depositor Issuer and the Grantor Indenture Trustee, as pledgee of the Home Loans, to execute and deliver, on behalf of itself, the DepositorIssuer, the Grantor Indenture 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 with respect to the Home 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 DepositorIssuer, the Grantor 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 hereunder. In addition, the Master Servicer may, at its own discretion and on behalf of the Grantor Indenture Trustee, obtain credit information in the form of a Credit Score from a credit repository. On the Closing Date, the Grantor Indenture Trustee shall deliver to the Master Servicer a limited power of attorney substantially in the form of Exhibit B hereto. The Master Servicer further is 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 Master Servicer or the Subservicer, as the case may be, believes it is appropriate in its best judgment to register any Home Loan on the MERS(R)System, or cause the removal from the registration of any Home Loan on the MERS(R)System, to execute and deliver, on behalf of the Indenture Trustee and the Noteholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Indenture Trustee and its successors and assigns. Any expenses incurred in connection with the actions described in the preceding sentence shall be borne by the Master Servicer in accordance with Section 3.09, with no right of reimbursement; provided, that if, as a result of MERS discontinuing or becoming unable to continue operations in connection with the MERS(R)System, it becomes necessary to remove any Home Loan from registration on the MERS(R)System and to arrange for the assignment of the related Mortgages to the Indenture Trustee, then any related expenses shall be reimbursable to the Master Servicer as set forth in Section 3.03(ii). 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 not consent to the placing of a lien senior to that of the Mortgage on the related Mortgaged Property. If the Mortgage relating to a Home Loan had 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 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 Home Revolving Credit Loans in accordance a manner generally consistent with the terms of the Program Guide and in a manner consistent with the terms of this Servicing Agreement, following such procedures as it would employ in its good faith business judgment Agreement and which are shall be 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, however, that the Master Servicer shall at all times remain responsible to the Depositor1996-HS3 LLC, the Grantor Indenture Trustee, on behalf as pledgee of the Grantor Trust Certificateholder, the Owner Trustee on behalf of the Certificateholders Class A Ownership Interest; and the Indenture Trustee on behalf of the Noteholders for the performance of its duties and obligations hereunder in accordance with the terms hereofhereof and the Program Guide. Without limiting the generality of the foregoing, the Master Servicer shall continue, and is hereby authorized and empowered by the Depositor 1996-HS3 LLC and the Grantor Indenture Trustee, as pledgee of the Class A Ownership Interest, to execute and deliver, on behalf of itself, the Depositor1996- HS3 LLC, the Grantor Indenture 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 discharge and all other comparable instruments with respect to the Home Revolving Credit 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 1996- HS3 LLC, 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 Depositor, the Grantor 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 hereunder. In addition, the Master Servicer may, at its own discretion and on behalf of the Grantor Indenture Trustee, obtain credit information in the form of a Credit Score "credit score" from a credit repository. On the Closing Date, the Grantor 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 Revolving Credit Loan did not have a lien senior to the Home Revolving Credit Loan on the related Mortgaged Property as of the Cut-off Date, then the Master Servicer, in such capacity, may not consent to the placing of a lien senior to that of the Mortgage on the related Mortgaged Property. If the Mortgage relating to a Home Revolving Credit Loan had a lien senior to the Home Revolving Credit Loan on the related Mortgaged Property as of the Cut-off Date, then the Master Servicer, in such capacity, may consent to the refinancing of the prior senior lien, ; provided that (i) the following requirements are met:resulting Combined Loan-to-Value Ratio of such Revolving Credit Loan is no higher than the greater of the Combined Loan-to-Value Ratio prior to such refinancing and 70% (or 80% for those borrowers with a FICO "credit score" of 700 or greater), (ii) the interest rate for the loan evidencing the refinanced senior lien is no higher than the interest rate on the loan evidencing the existing senior lien immediately prior to the date of such refinancing; provided however if the loan evidencing the existing senior lien prior to the date of refinancing is an adjustable rate and the loan evidencing the refinanced senior lien is a fixed rate lien, then the loan evidencing the refinanced senior lien may be up to 2.0% higher than the loan evidencing the existing senior lien and (iii) the loan evidencing the refinanced senior lien is not subject to negative amortization. [NY01:227422.4] 16069-00369 10/28/96 5:11pm 6 In connection with servicing the Revolving Credit Loans, the Master Servicer may take reasonable actions to encourage or effect the termination of Loan Agreements that have become dormant. The relationship of the Master Servicer (and of any successor to the Master Servicer as servicer under this Servicing Agreement) to the 1996-HS3 LLC 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 Master Servicer. (a) The Master Servicer shall service and administer the Home Equity Loans in accordance a manner generally consistent with the terms of the Program Guide and in a manner consistent with the terms of this Servicing Agreement, following such procedures as it would employ in its good faith business judgment and which are normal and usual in its general mortgage servicing activities, and shall have full power and authority, acting alone or through a subservicerSubservicer, to do any and all things which it may deem necessary or desirable in connection with such servicing and administration which it may deem necessary or desirableadministration, it being understood, however, that the Master Servicer shall at all times remain responsible to the Depositor, the Grantor Trustee, on behalf of the Grantor Trust Certificateholder, the Owner Trustee on behalf of the Certificateholders Issuer and the Indenture Trustee on behalf Trustee, as pledgee of the Noteholders Home Equity Loans, and the Credit Enhancer for the performance of its duties and obligations hereunder in accordance with the terms hereofhereof and the Program Guide. Without limiting the generality of the foregoing, the Master Servicer shall continue, and is hereby authorized and empowered by the Depositor Issuer and the Grantor Indenture Trustee, as pledgee of the Home Equity Loans, to execute and deliver, on behalf of itself, the DepositorIssuer, the Grantor Indenture Trustee or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release release, or 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 Home Equity Loan and all other comparable instruments with respect to the Home Loans and with respect to the Mortgaged Propertiesinstruments, or with respect to the modification or re-recording of a Mortgage for the purpose of correcting the Mortgage, the subordination of the lien lien, as permitted pursuant to this Agreement, 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, 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 foreclosureforeclosure with respect to the Home Equity Loans and with respect to the Mortgaged Properties. The DepositorIssuer, the Grantor 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 hereunder. In addition, the Master Servicer may, at its own discretion and on behalf of the Grantor Trustee, obtain credit information in the form of a Credit Score from a credit repository. On the Closing Date, the Grantor 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 In connection with servicing and administering the Home Equity Loans, the Master Servicer and any Affiliate of the Master Servicer may perform services such as appraisals and brokerage services that are not customarily provided by servicers of mortgage loans, and shall be entitled to reasonable compensation therefor in accordance with Section 3.03. In addition, the Master 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. The Master 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 Master Servicer or the Subservicer, as the case may be, believes it appropriate in its best judgment to register any Home Equity Loan on the related Mortgaged Property as 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 CutIndenture Trustee and the Noteholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-off Daterecording of a Mortgage in the name of MERS, then solely as nominee for the Indenture Trustee and its successors and assigns. Any expenses incurred in connection with the actions described in the preceding sentence shall be borne by the Master Servicer, in such capacity, may not consent to the placing with no right of a lien senior to that of the Mortgage on the related Mortgaged Property. If the Mortgage relating to a Home Loan had 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 consent to the refinancing of the prior senior lien, provided that the following requirements are met:reimbursement.

The Master Servicer. (a) The Master Servicer shall service and administer the Home Revolving Credit Loans in accordance a manner generally consistent with the terms of the Program Guide and in a manner consistent with the terms of this Servicing Agreement, following such procedures as it would employ in its good faith business judgment Agreement and which are shall be normal and usual in its general mortgage servicing activities, and shall have full power and authority, acting alone or through a subservicer, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable, it being understood, however, that the Master Servicer shall at all times remain responsible to the DepositorIssuer, the Grantor Indenture Trustee, on behalf as pledgee of the Grantor Trust Certificateholder, the Owner Trustee on behalf of the Certificateholders Revolving Credit Loans; and the Indenture Trustee on behalf of the Noteholders for the performance of its duties and obligations hereunder in accordance with the terms hereofhereof and the Program Guide. Without limiting the generality of the foregoing, the Master Servicer shall continue, and is hereby authorized and empowered by the Depositor Issuer and the Grantor Indenture Trustee, as pledgee of the Revolving Credit Loans, to execute and deliver, on behalf of itself, the DepositorIssuer, the Grantor Indenture 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 discharge and all other comparable instruments with respect to the Home Revolving Credit 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 Issuer, 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 Depositor, the Grantor 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 hereunder. In addition, the Master Servicer may, at its own discretion and on behalf of the Grantor Indenture Trustee, obtain credit information in the form of a Credit Score "credit score" from a credit repository. On the Closing Date, the Grantor Indenture Trustee shall deliver to the Master Servicer a limited power of attorney substantially generally in the form of Exhibit B hereto. If the Mortgage relating to a Home Revolving Credit Loan did not have a lien senior to the Home Revolving Credit Loan on the related Mortgaged Property as of the Cut-off Date, then the Master Servicer, in such capacity, may not consent to the placing of a lien senior to that of the Mortgage on the related Mortgaged Property. If the Mortgage relating to a Home Revolving Credit Loan had a lien senior to the Home Revolving Credit Loan on the related Mortgaged Property as of the Cut-off Date, then the Master Servicer, in such capacity, may consent to the refinancing of the prior senior lien, ; provided that (i) the following requirements are met:resulting Combined Loan-to-Value Ratio of such Revolving Credit Loan is no higher than the greater of the Combined Loan-to-Value Ratio prior to such refinancing and [70]% (or [80]% for those borrowers with a FICO "credit score" of 710 or greater), (ii) the interest rate for the loan evidencing the refinanced senior lien is no higher than the interest rate on the loan evidencing the existing senior lien immediately prior to the date of such refinancing; provided however if the loan evidencing the existing senior lien prior to the date of refinancing is an adjustable rate and the loan evidencing the refinanced senior lien is a fixed rate lien, then the loan evidencing the refinanced senior lien may be up to 2.0% higher than the then-current mortgage rate of the loan evidencing the existing senior lien and (iii) the loan evidencing the refinanced senior lien is not subject to negative amortization. In connection with servicing the Revolving Credit Loans, the Master Servicer may take reasonable actions to encourage or effect the termination of Loan Agreements that have become dormant. The relationship of the Master Servicer (and of any successor to the Master Servicer as servicer under this Servicing Agreement) to the 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 Master Servicer. (a) The Master Servicer shall service and administer the Home Loans in accordance with the terms of this Servicing Agreement, following such procedures as it would employ in its good faith business judgment and which are normal and usual in its general mortgage servicing activities, and shall have full power and authority, acting alone or through a subservicerSubservicer, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable, it being understood, however, that the Master Servicer shall at all times remain responsible to the Depositor, the Grantor Trustee, on behalf of the Grantor Trust Certificateholder, the Owner Trustee on behalf of the Certificateholders Issuer and the Indenture Trustee on behalf Trustee, as pledgee of the Noteholders Home Loans, and the Credit Enhancer for the performance of its duties and obligations hereunder in accordance with the terms hereof, without diminution of such obligation or liability by virtue of such Subservicing agreements or arrangements or by virtue of indemnification from the Subservicer and to the same extent and under the same terms and conditions as if the Master Servicer alone were servicing and administering the Home Loans. Without limiting the generality of the foregoing, the Master Servicer shall continue, and is hereby authorized and empowered by the Depositor Issuer and the Grantor Indenture Trustee, as pledgee of the Home Loans, to execute and deliver, on behalf of itself, the DepositorIssuer, the Grantor Indenture 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 with respect to the Home 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 DepositorIssuer, the Grantor 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 hereunder. In addition, the Master Servicer may, at its own discretion and on behalf of the Grantor Indenture Trustee, obtain credit information in the form of a Credit Score from a credit repository. On the Closing Date, the Grantor Indenture Trustee shall is hereby directed to deliver to the Master Servicer a limited power of attorney substantially in the form of Exhibit B hereto. The Master Servicer further is authorized and empowered by the Issuer and the Indenture Trustee, on behalf of the Noteholders, the Credit Enhancer and the Indenture Trustee, in its own name or in the name of the Subservicer, when the Master Servicer or the Subservicer, as the case may be, believes it is appropriate in its best judgment to register any Home Loan on the MERS(R)System, or cause the removal from the registration of any Home Loan on the MERS(R)System, to execute and deliver, on behalf of the Indenture Trustee and the Noteholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Indenture Trustee and its successors and assigns. Any expenses incurred in connection with the actions described in the preceding sentence shall be borne by the Master Servicer in accordance with Section 3.09, with no right of reimbursement; provided, that if, as a result of MERS discontinuing or becoming unable to continue operations in connection with the MERS(R)System, it becomes necessary to remove any Home Loan from registration on the MERS(R)System and to arrange for the assignment of the related Mortgages to the Indenture Trustee, then any related expenses shall be reimbursable to the Master Servicer as set forth in Section 3.03(ii). 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 not consent to the placing of a lien senior to that of the Mortgage on the related Mortgaged Property. If the Mortgage relating to a Home Loan had 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 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 Home Equity Loans in accordance a manner generally consistent with the terms of the Program Guide and in a manner consistent with the terms of this Servicing Agreement, following such procedures as it would employ in its good faith business judgment and which are normal and usual in its general mortgage servicing activities, and shall have full power and authority, acting alone or through a subservicerSubservicer, to do any and all things which it may deem necessary or desirable in connection with such servicing and administration which it may deem necessary or desirableadministration, it being understood, however, that the Master Servicer shall at all times remain responsible to the Depositor, the Grantor Trustee, on behalf of the Grantor Trust Certificateholder, the Owner Trustee on behalf of the Certificateholders Issuer and the Indenture Trustee on behalf Trustee, as pledgee of the Noteholders Home Equity Loans, and the Credit Enhancer for the performance of its duties and obligations hereunder in accordance with the terms hereofhereof and the Program Guide. In addition, the Master Servicer shall perform the obligations of the Master Servicer and REMIC Administrator (for so long as the Master Servicer is the REMIC Administrator) set forth in the Indenture and the Trust Agreement. Without limiting the generality of the foregoing, the Master Servicer shall continue, and is hereby authorized and empowered by the Depositor Issuer and the Grantor Indenture Trustee, as pledgee of the Home Equity Loans, to execute and deliver, on behalf of itself, the DepositorIssuer, the Grantor Indenture Trustee or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release release, or 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 Home Equity Loan and all other comparable instruments with respect to the Home Loans and with respect to the Mortgaged Propertiesinstruments, or with respect to the modification or re-recording of a Mortgage for the purpose of correcting the Mortgage, the subordination of the lien lien, as permitted pursuant to this Agreement, 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, the acquisition of any property acquired by foreclosure or deed in lieu of foreclosureforeclosure on behalf of the Trust and the Noteholders, or the management, marketing and conveyance of any property acquired by foreclosure or deed in lieu of foreclosureforeclosure with respect to the Home Equity Loans and with respect to the Mortgaged Properties. The DepositorIssuer, the Grantor 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 hereunder. In addition, the Master Servicer may, at its own discretion and on behalf of the Grantor Trustee, obtain credit information in the form of a Credit Score from a credit repository. On the Closing Date, the Grantor 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 In connection with servicing and administering the Home Equity Loans, the Master Servicer and any Affiliate of the Master Servicer may perform services such as appraisals and brokerage services that are not customarily provided by servicers of mortgage loans, and shall be entitled to reasonable compensation therefor in accordance with Section 3.03. In addition, the Master 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. The Program Guide and any other Subservicing Agreement entered into between the Master Servicer and any Subservicer shall require the Subservicer to accurately and fully report its borrower credit files to each of the Credit Repositories in a timely manner. The Master 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 Master Servicer or the Subservicer, as the case may be, believes it appropriate in its best judgment to register any Home Equity Loan on the related Mortgaged Property as 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 CutIndenture Trustee and the Noteholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-off Daterecording of a Mortgage in the name of MERS, then solely as nominee for the Indenture Trustee and its successors and assigns. Any expenses incurred in connection with the actions described in the preceding sentence shall be borne by the Master Servicer, with no right of reimbursement. Notwithstanding anything in such capacity, may not consent this Servicing Agreement to the placing contrary, subject to Section 3.02(a), the Master Servicer shall not permit any modification with respect to any Group I Loan that would both constitute a sale or exchange of such Group I Loan within the meaning of Section 1001 of the Code and any proposed, temporary or final regulations promulgated thereunder and cause any of 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 lien senior to that tax upon any of the Mortgage REMICs (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the related Mortgaged Property. If Code and the Mortgage relating tax on contributions to a Home Loan had a lien senior to the Home Loan on the related Mortgaged Property as REMIC set forth in Section 860G(d) of the Cut-off Date, then the Master Servicer, in such capacity, may consent to the refinancing of the prior senior lien, provided that the following requirements are met:Code).

The Master Servicer. (a) The Master Servicer shall service and administer the Home Equity Loans in accordance a manner generally consistent with the terms of the Program Guide and in a manner consistent with the terms of this Servicing Agreement, following such procedures as it would employ in its good faith business judgment and which are normal and usual in its general mortgage servicing activities, and shall have full power and authority, acting alone or through a subservicerSubservicer, to do any and all things which it may deem necessary or desirable in connection with such servicing and administration which it may deem necessary or desirableadministration, it being understood, however, that the Master Servicer shall at all times remain responsible to the Depositor, the Grantor Trustee, on behalf of the Grantor Trust Certificateholder, the Owner Trustee on behalf of the Certificateholders Issuer and the Indenture Trustee on behalf Trustee, as pledgee of the Noteholders Home Equity Loans, and the Credit Enhancer for the performance of its duties and obligations hereunder in accordance with the terms hereofhereof and the Program Guide. Without limiting the generality of the foregoing, the Master Servicer shall continue, and is hereby authorized and empowered by the Depositor Issuer and the Grantor Indenture Trustee, as pledgee of the Home Equity Loans, to execute and deliver, on behalf of itself, the DepositorIssuer, the Grantor Indenture Trustee or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release release, or 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 Home Equity Loan and all other comparable instruments with respect to the Home Loans and with respect to the Mortgaged Propertiesinstruments, or with respect to the modification or re-recording of a Mortgage for the purpose of correcting the Mortgage, the subordination of the lien lien, as permitted pursuant to this Agreement, 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, the acquisition of any property acquired by foreclosure or deed in lieu of foreclosureforeclosure on behalf of the Trust, the Credit Enhancer and the Noteholders, or the management, marketing and conveyance of any property acquired by foreclosure or deed in lieu of foreclosureforeclosure with respect to the Home Equity Loans and with respect to the Mortgaged Properties. The DepositorIssuer, the Grantor 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 hereunder. In addition, the Master Servicer may, at its own discretion and on behalf of the Grantor Trustee, obtain credit information in the form of a Credit Score from a credit repository. On the Closing Date, the Grantor 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 In connection with servicing and administering the Home Equity Loans, the Master Servicer and any Affiliate of the Master Servicer may perform services such as appraisals and brokerage services that are not customarily provided by servicers of mortgage loans, and shall be entitled to reasonable compensation therefor in accordance with Section 3.03. In addition, the Master 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. The Program Guide and any other Subservicing Agreement entered into between the Master Servicer and any Subservicer shall require the Subservicer to accurately and fully report its borrower credit files to each of the Credit Repositories in a timely manner. The Master 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 Master Servicer or the Subservicer, as the case may be, believes it appropriate in its best judgment to register any Home Equity Loan on the related Mortgaged Property as 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 CutIndenture Trustee and the Noteholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-off Daterecording of a Mortgage in the name of MERS, then solely as nominee for the Indenture Trustee and its successors and assigns. Any expenses incurred in connection with the actions described in the preceding sentence shall be borne by the Master Servicer, in such capacity, may not consent to the placing with no right of a lien senior to that of the Mortgage on the related Mortgaged Property. If the Mortgage relating to a Home Loan had 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 consent to the refinancing of the prior senior lien, provided that the following requirements are met:reimbursement.

The Master Servicer. (a) The Master Servicer shall service and administer the Home Equity Loans in accordance a manner generally consistent with the terms of the Program Guide and in a manner consistent with the terms of this Servicing Agreement, following such procedures as it would employ in its good faith business judgment and which are normal and usual in its general mortgage servicing activities, and shall have full power and authority, acting alone or through a subservicerSubservicer, to do any and all things which it may deem necessary or desirable in connection with such servicing and administration which it may deem necessary or desirableadministration, it being understood, however, that the Master Servicer shall at all times remain responsible to the Depositor, the Grantor Trustee, on behalf of the Grantor Trust Certificateholder, the Owner Trustee on behalf of the Certificateholders Issuer and the Indenture Trustee on behalf Trustee, as pledgee of the Noteholders Home Equity Loans, for the performance of its duties and obligations hereunder in accordance with the terms hereofhereof and the Program Guide. In addition, the Master Servicer shall perform the obligations of the Master Servicer and REMIC Administrator (for so long as the Master Servicer is the REMIC Administrator) set forth in the Indenture and the Trust Agreement. Without limiting the generality of the foregoing, the Master Servicer shall continue, and is hereby authorized and empowered by the Depositor Issuer and the Grantor Indenture Trustee, as pledgee of the Home Equity Loans, to execute and deliver, on behalf of itself, the DepositorIssuer, the Grantor Indenture Trustee or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release release, or 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 Home Equity Loan and all other comparable instruments with respect to the Home Loans and with respect to the Mortgaged Propertiesinstruments, or with respect to the modification or re-recording of a Mortgage for the purpose of correcting the Mortgage, the subordination of the lien lien, as permitted pursuant to this Agreement, 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, 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 foreclosureforeclosure with respect to the Home Equity Loans and with respect to the Mortgaged Properties. The DepositorIssuer, the Grantor 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 hereunder. In addition, the Master Servicer may, at its own discretion and on behalf of the Grantor Trustee, obtain credit information in the form of a Credit Score from a credit repository. On the Closing Date, the Grantor 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 In connection with servicing and administering the Home Equity Loans, the Master Servicer and any Affiliate of the Master Servicer may perform services such as appraisals and brokerage services that are not customarily provided by servicers of mortgage loans, and shall be entitled to reasonable compensation therefor in accordance with Section 3.03. In addition, the Master 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. The Master 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 Master Servicer or the Subservicer, as the case may be, believes it appropriate in its best judgment to register any Home Equity Loan on the related Mortgaged Property as 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 CutIndenture Trustee and the Noteholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-off Daterecording of a Mortgage in the name of MERS, then solely as nominee for the Indenture Trustee and its successors and assigns. Any expenses incurred in connection with the actions described in the preceding sentence shall be borne by the Master Servicer, with no right of reimbursement. Notwithstanding the foregoing, subject to Section 3.02(a), the Master Servicer shall not permit any modification with respect to any Group I Loan that would both constitute a sale or exchange of such Group I 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 such capacitySection 11.01(f) of the Indenture, may cause the imposition of a tax upon either of the REMICs (including but not consent limited to the placing of a lien senior to that tax on prohibited transactions as defined in Section 860F(a)(2) of the Mortgage Code and the tax on the related Mortgaged Property. If the Mortgage relating contributions to a Home Loan had a lien senior to the Home Loan on the related Mortgaged Property as REMIC set forth in Section 860G(d) of the Cut-off Date, then the Master Servicer, in such capacity, may consent to the refinancing of the prior senior lien, provided that the following requirements are met:Code).

The Master Servicer. (a) The Master Servicer shall service and administer the Home Loans in accordance with the terms of this Servicing Agreement, following such procedures as it would employ in its good faith business judgment and which are normal and usual in its general mortgage servicing activities, and shall have full power and authority, acting alone or through a subservicerSubservicer, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable, it being understood, however, that the Master Servicer shall at all times remain responsible to the Depositor, the Grantor Trustee, on behalf of the Grantor Trust Certificateholder, the Owner Trustee on behalf of the Certificateholders Issuer and the Indenture Trustee on behalf Trustee, as pledgee of the Noteholders Home Loans, and the Credit Enhancer for the performance of its duties and obligations hereunder in accordance with the terms hereof, without diminution of such obligation or liability by virtue of such Subservicing agreements or arrangements or by virtue of indemnification from the Subservicer and to the same extent and under the same terms and conditions as if the Master Servicer alone were servicing and administering the Home Loans. Without limiting the generality of the foregoing, the Master Servicer shall continue, and is hereby authorized and empowered by the Depositor Issuer and the Grantor Indenture Trustee, as pledgee of the Home Loans, to execute and deliver, on behalf of itself, the DepositorIssuer, the Grantor Indenture 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 with respect to the Home 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 DepositorIssuer, the Grantor 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 hereunder. In addition, the Master Servicer may, at its own discretion and on behalf of the Grantor Indenture Trustee, obtain credit information in the form of a Credit Score from a credit repository. On the Closing Date, the Grantor Indenture Trustee shall deliver to the Master Servicer a limited power of attorney substantially in the form of Exhibit B hereto. The Master Servicer further is authorized and empowered by the Issuer and the Indenture Trustee, on behalf of the Noteholders, the Credit Enhancer and the Indenture Trustee, in its own name or in the name of the Subservicer, when the Master Servicer or the Subservicer, as the case may be, believes it is appropriate in its best judgment to register any Home Loan on the MERS(R)System, or cause the removal from the registration of any Home Loan on the MERS(R)System, to execute and deliver, on behalf of the Indenture Trustee and the Noteholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Indenture Trustee and its successors and assigns. Any expenses incurred in connection with the actions described in the preceding sentence shall be borne by the Master Servicer in accordance with Section 3.09, with no right of reimbursement; provided, that if, as a result of MERS discontinuing or becoming unable to continue operations in connection with the MERS(R)System, it becomes necessary to remove any Home Loan from registration on the MERS(R)System and to arrange for the assignment of the related Mortgages to the Indenture Trustee, then any related expenses shall be reimbursable to the Master Servicer as set forth in Section 3.03(ii). 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 not consent to the placing of a lien senior to that of the Mortgage on the related Mortgaged Property. If the Mortgage relating to a Home Loan had 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 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 Home Equity Loans in accordance a manner generally consistent with the terms of the Program Guide and in a manner consistent with the terms of this Servicing Agreement, following such procedures as it would employ in its good faith business judgment and which are normal and usual in its general mortgage servicing activities, and shall have full power and authority, acting alone or through a subservicerSubservicer, to do any and all things which it may deem necessary or desirable in connection with such servicing and administration which it may deem necessary or desirableadministration, it being understood, however, that the Master Servicer shall at all times remain responsible to the Depositor, the Grantor Trustee, on behalf of the Grantor Trust Certificateholder, the Owner Trustee on behalf of the Certificateholders Issuer and the Indenture Trustee on behalf Trustee, as pledgee of the Noteholders Home Equity Loans, for the performance of its duties and obligations hereunder in accordance with the terms hereofhereof and the Program Guide. In addition, the Master Servicer shall perform the obligations of the Master Servicer and REMIC Administrator (for so long as the Master Servicer is the REMIC Administrator) set forth in the Indenture and the Trust Agreement. Without limiting the generality of the foregoing, the Master Servicer shall continue, and is hereby authorized and empowered by the Depositor Issuer and the Grantor Indenture Trustee, as pledgee of the Home Equity Loans, to execute and deliver, on behalf of itself, the DepositorIssuer, the Grantor Indenture Trustee or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release release, or 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 Home Equity Loan and all other comparable instruments with respect to the Home Loans and with respect to the Mortgaged Propertiesinstruments, or with respect to the modification or re-recording of a Mortgage for the purpose of correcting the Mortgage, the subordination of the lien lien, as permitted pursuant to this Agreement, 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, 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 foreclosureforeclosure with respect to the Home Equity Loans and with respect to the Mortgaged Properties. The DepositorIssuer, the Grantor 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 hereunder. In addition, the Master Servicer may, at its own discretion and on behalf of the Grantor Trustee, obtain credit information in the form of a Credit Score from a credit repository. On the Closing Date, the Grantor 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 In connection with servicing and administering the Home Equity Loans, the Master Servicer and any Affiliate of the Master Servicer may perform services such as appraisals and brokerage services that are not customarily provided by servicers of mortgage loans, and shall be entitled to reasonable compensation therefor in accordance with Section 3.03. In addition, the Master 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. The Master 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 Master Servicer or the Subservicer, as the case may be, believes it appropriate in its best judgment to register any Home Equity Loan on the related Mortgaged Property as 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 CutIndenture Trustee and the Noteholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-off Daterecording of a Mortgage in the name of MERS, then solely as nominee for the Indenture Trustee and its successors and assigns. Any expenses incurred in connection with the actions described in the preceding sentence shall be borne by the Master Servicer, with no right of reimbursement. Notwithstanding anything in such capacity, may not consent this Servicing Agreement to the placing contrary, subject to Section 3.02(a), the Master Servicer shall not permit any modification with respect to any Group I Loan that would both constitute a sale or exchange of such Group I Loan within the meaning of Section 1001 of the Code and any proposed, temporary or final regulations promulgated thereunder and cause any of REMIC I, REMIC II or REMIC III to fail to qualify as a REMIC under the Code or, except as provided in Section 11.01(f) of the Indenture, cause the imposition of a lien senior to that tax upon any of the Mortgage REMICs (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the related Mortgaged Property. If Code and the Mortgage relating tax on contributions to a Home Loan had a lien senior to the Home Loan on the related Mortgaged Property as REMIC set forth in Section 860G(d) of the Cut-off Date, then the Master Servicer, in such capacity, may consent to the refinancing of the prior senior lien, provided that the following requirements are met:Code).

The Master Servicer. (a) The Master Servicer shall service and administer the Home Equity Loans in accordance a manner generally consistent with the terms of the Program Guide and in a manner consistent with the terms of this Servicing Agreement, following such procedures as it would employ in its good faith business judgment and which are normal and usual in its general mortgage servicing activities, and shall have full power and authority, acting alone or through a subservicerSubservicer, to do any and all things which it may deem necessary or desirable in connection with such servicing and administration which it may deem necessary or desirableadministration, it being understood, however, that the Master Servicer shall at all times remain responsible to the Depositor, the Grantor Trustee, on behalf of the Grantor Trust Certificateholder, the Owner Trustee on behalf of the Certificateholders Issuer and the Indenture Trustee on behalf Trustee, as pledgee of the Noteholders Home Equity Loans, for the performance of its duties and obligations hereunder in accordance with the terms hereofhereof and the Program Guide. In addition, the Master Servicer shall perform the obligations of the Master Servicer and REMIC Administrator (for so long as the Master Servicer is the REMIC Administrator) set forth in the Indenture and the Trust Agreement. Without limiting the generality of the foregoing, the Master Servicer shall continue, and is hereby authorized and empowered by the Depositor Issuer and the Grantor Indenture Trustee, as pledgee of the Home Equity Loans, to execute and deliver, on behalf of itself, the DepositorIssuer, the Grantor Indenture Trustee or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release release, or 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 Home Equity Loan and all other comparable instruments with respect to the Home Loans and with respect to the Mortgaged Propertiesinstruments, or with respect to the modification or re-recording of a Mortgage for the purpose of correcting the Mortgage, the subordination of the lien lien, as permitted pursuant to this Agreement, 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, 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 foreclosureforeclosure with respect to the Home Equity Loans and with respect to the Mortgaged Properties. The DepositorIssuer, the Grantor 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 hereunder. In addition, the Master Servicer may, at its own discretion and on behalf of the Grantor Trustee, obtain credit information in the form of a Credit Score from a credit repository. On the Closing Date, the Grantor 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 In connection with servicing and administering the Home Equity Loans, the Master Servicer and any Affiliate of the Master Servicer may perform services such as appraisals and brokerage services that are not customarily provided by servicers of mortgage loans, and shall be entitled to reasonable compensation therefor in accordance with Section 3.03. In addition, the Master 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. The Master 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 Master Servicer or the Subservicer, as the case may be, believes it appropriate in its best judgment to register any Home Equity Loan on the related Mortgaged Property as 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 CutIndenture Trustee and the Noteholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-off Daterecording of a Mortgage in the name of MERS, then solely as nominee for the Indenture Trustee and its successors and assigns. Any expenses incurred in connection with the actions described in the preceding sentence shall be borne by the Master Servicer, with no right of reimbursement. Notwithstanding the foregoing, subject to Section 3.02(a), the Master Servicer shall not permit any modification with respect to any Group I Loan that would both constitute a sale or exchange of such Group I Loan within the meaning of Section 1001 of the Code and any proposed, temporary or final regulations promulgated thereunder and cause any of REMIC I, REMIC II or REMIC III to fail to qualify as a REMIC under the Code or, except as provided in such capacitySection 11.01(f) of the Indenture, may cause the imposition of a tax upon any of the REMICs (including but not consent limited to the placing of a lien senior to that tax on prohibited transactions as defined in Section 860F(a)(2) of the Mortgage Code and the tax on the related Mortgaged Property. If the Mortgage relating contributions to a Home Loan had a lien senior to the Home Loan on the related Mortgaged Property as REMIC set forth in Section 860G(d) of the Cut-off Date, then the Master Servicer, in such capacity, may consent to the refinancing of the prior senior lien, provided that the following requirements are met:Code).

The Master Servicer. (a) The Master Servicer shall service and administer the Home Loans in accordance with the terms of this Servicing Agreement, following such procedures as it would employ in its good faith business judgment and which are normal and usual in its general mortgage servicing activities, and shall have full power and authority, acting alone or through a subservicerSubservicer, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable, it being understood, however, that the Master Servicer shall at all times remain responsible to the Depositor, the Grantor Trustee, on behalf of the Grantor Trust Certificateholder, the Owner Trustee on behalf of the Certificateholders Issuer and the Indenture Trustee on behalf of the Noteholders for the performance of its duties and obligations hereunder in accordance with the terms hereof. Without limiting the generality of the foregoing, the Master Servicer shall continue, and is hereby authorized and empowered by the Depositor Issuer and the Grantor Indenture Trustee, as pledgee of the Home Loans, to execute and deliver, on behalf of itself, the DepositorIssuer, the Grantor Indenture 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 with respect to the Home 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 DepositorIssuer, the Grantor 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 hereunder. In addition, the Master Servicer may, at its own discretion and on behalf of the Grantor Indenture Trustee, obtain credit information in the form of a Credit Score from a credit repository. On the Closing Date, the Grantor Indenture Trustee shall deliver to the Master Servicer a limited power of attorney substantially in the form of Exhibit B hereto. The Master Servicer further is 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 Master Servicer or the Subservicer, as the case may be, believes it is appropriate in its best judgment to register any Home Loan on the MERS(R)System, or cause the removal from the registration of any Home Loan on the MERS(R)System, to execute and deliver, on behalf of the Indenture Trustee and the Noteholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Indenture Trustee and its successors and assigns. Any expenses incurred in connection with the actions described in the preceding sentence shall be borne by the Master Servicer in accordance with Section 3.09, with no right of reimbursement; provided, that if, as a result of MERS discontinuing or becoming unable to continue operations in connection with the MERS(R)System, it becomes necessary to remove any Home Loan from registration on the MERS(R)System and to arrange for the assignment of the related Mortgages to the Indenture Trustee, then any related expenses shall be reimbursable to the Master Servicer as set forth in Section 3.03(ii). 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 not consent to the placing of a lien senior to that of the Mortgage on the related Mortgaged Property. If the Mortgage relating to a Home Loan had 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 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 Home Revolving Credit Loans in accordance a manner generally consistent with the terms of the Program Guide and in a manner consistent with the terms of this Servicing Agreement, following such procedures as it would employ in its good faith business judgment Agreement and which are shall be normal and usual in its general mortgage servicing activities, and shall have full power and authority, acting alone or through a subservicer, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable, it being understood, however, that the Master Servicer shall at all times remain responsible to the DepositorIssuer, the Grantor Indenture Trustee, on behalf as pledgee of the Grantor Trust Certificateholder, the Owner Trustee on behalf of the Certificateholders Revolving Credit Loans; and the Indenture Trustee on behalf of the Noteholders for the performance of its duties and obligations hereunder in accordance with the terms hereofhereof and the Program Guide. Without limiting the generality of the foregoing, the Master Servicer shall continue, and is hereby authorized and empowered by the Depositor Issuer and the Grantor Indenture Trustee, as pledgee of the Revolving Credit Loans, to execute and deliver, on behalf of itself, the DepositorIssuer, the Grantor Indenture 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 discharge and all other comparable instruments with respect to the Home Revolving Credit 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 Issuer, 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 Depositor, the Grantor 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 hereunder. In addition, the Master Servicer may, at its own discretion and on behalf of the Grantor Indenture Trustee, obtain credit information in the form of a Credit Score "credit score" from a credit repository. On the Closing Date, the Grantor Indenture Trustee shall deliver to the Master Servicer a limited power of attorney substantially generally in the form of Exhibit B hereto. If the Mortgage relating to a Home Revolving Credit Loan did not have a lien senior to the Home Revolving Credit Loan on the related Mortgaged Property as of the Cut-off Date, then the Master Servicer, in such capacity, may not consent to the placing of a lien senior to that of the Mortgage on the related Mortgaged Property. If the Mortgage relating to a Home Revolving Credit Loan had a lien senior to the Home Revolving Credit Loan on the related Mortgaged Property as of the Cut-off Date, then the Master Servicer, in such capacity, may consent to the refinancing of the prior senior lien, ; provided that (i) the following requirements are met:resulting Combined Loan-to-Value Ratio of such Revolving Credit Loan is no higher than the greater of the Combined Loan-to-Value Ratio prior to such refinancing and 70% (or 80% for those borrowers with a FICO "credit score" of 710 or greater), (ii) the interest rate for the loan evidencing the refinanced senior lien is no higher than the interest rate on the loan evidencing the existing senior lien immediately prior to the date of such refinancing; provided however if the loan evidencing the existing senior lien prior to the date of refinancing is an adjustable rate and the loan evidencing the refinanced senior lien is a fixed rate lien, then the loan evidencing the refinanced senior lien may be up to 2.0% higher than the then-current mortgage rate of the loan evidencing the existing senior lien and (iii) the loan evidencing the refinanced senior lien is not subject to negative amortization. In connection with servicing the Revolving Credit Loans, the Master Servicer may take reasonable actions to encourage or effect the termination of Loan Agreements that have become dormant. [NY01B:316703.2] 16069-00394 03/27/97 10:57am 6 The relationship of the Master Servicer (and of any successor to the Master Servicer as servicer under this Servicing Agreement) to the 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.