Common use of HELOC Servicer to Service Clause in Contracts

HELOC Servicer to Service. (a) The HELOC Servicer shall service, or take such actions as are necessary to ensure, the servicing and administration of the HELOC Mortgage Loans and any REO Property in accordance with this HELOC Servicing Agreement and its normal servicing practices, which generally shall conform to the standards of an institution prudently servicing home equity line of credit mortgage loans for its own account and shall have full authority to do anything it reasonably deems appropriate or desirable in connection with such servicing and administration. The HELOC Servicer may perform its responsibilities relating to servicing through other agents or independent contractors, but shall not thereby be released from any of its responsibilities for the servicing and administration of the HELOC Mortgage Loans. The authority of the HELOC Servicer, in its capacity as HELOC Servicer, and any Subservicer acting on its behalf, shall include, without limitation, the power on behalf of the Issuer and the Indenture Trustee to (i) consult with and advise any Subservicer regarding administration of a related HELOC Mortgage Loan, (ii) approve any recommendation by a Subservicer to foreclose on a related HELOC Mortgage Loan, (iii) supervise the filing and collection of insurance claims and take or cause to be taken such actions on behalf of the insured Person thereunder as shall be reasonably necessary to prevent the denial of coverage thereunder, and (iv) effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing a related HELOC Mortgage Loan, including the employment of attorneys, the institution of legal proceedings, the collection of deficiency judgments, acceptance of compromise proposals and any other matter pertaining to a delinquent HELOC Mortgage Loan. authority of the HELOC Servicer shall include, in addition, the power to (i) execute and deliver customary consents or waivers and other instruments and documents, (ii) consent to transfer of any related Mortgaged Property and assumptions of the related Mortgage Notes (in the manner provided in this HELOC Servicing Agreement) and (iii) collect any Insurance Proceeds and Liquidation Proceeds. Without limiting the generality of the foregoing, the HELOC Servicer and any Subservicer acting on its behalf may, and is hereby authorized, and empowered by the Indenture Trustee, to execute and deliver any instruments of satisfaction, cancellation, partial or full release, discharge and all other comparable instruments, with respect to the related HELOC Mortgage Loans, the insurance policies and accounts related thereto, and the Mortgaged Properties. The HELOC Servicer may exercise this power in its own name or in the name of a Subservicer. Notwithstanding the foregoing or anything else to the contrary in this HELOC Servicing Agreement, for so long as a Servicing Default or HELOC Servicer Termination Event is not in effect as provided in Section 6.01 herein, the responsibilities of the HELOC Back-Up Servicer shall be limited to review of the reports provided by the HELOC Servicer in connection with the creation of the Remittance Reports required of the HELOC Servicer pursuant to Section 4.01 of this HELOC Servicing Agreement and the HELOC Back-Up Servicer's obligations under Sections 3.01, 4.02, 4.03 and 4.04 of the HELOC Back-Up Servicing Agreement. The relationship of the HELOC Servicer (and of any successor to the HELOC Servicer under this Agreement) to the HELOC Back-Up Servicer and the other parties hereto under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent; provided, however, that the HELOC Servicer is authorized and empowered by the Indenture Trustee, in its own name or in the name of any Subservicer, when the HELOC Servicer or such Subservicer, as the case may be, believes it is appropriate in its best judgment to register any HELOC Mortgage Loan on the MERS(R) System, or cause the removal from the registration of any HELOC Mortgage Loan on the MERS(R) System, to execute and deliver, on behalf of the Indenture Trustee, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, 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 HELOC Servicer in accordance with Section 3.15, 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 System, it becomes necessary to remove any HELOC Mortgage Loan from registration on the MERS System and to arrange for the assignment of the related Mortgages to the Indenture Trustee, then any related expenses shall be reimbursable to the HELOC Servicer from the Trust Estate. (b) With respect to each HELOC Mortgage Loan, consistent with the terms of this HELOC Servicing Agreement, the HELOC Servicer may consent to the placing of a lien senior to that of the Mortgage on the related Mortgaged Property; provided, (i) the Combined Loan-to-Value Ratio, which may be based on a new appraisal, of the related HELOC Mortgage Loan immediately following the modification is not greater than the Combined Loan-to-Value Ratio of such HELOC Mortgage Loan as of the date such HELOC Mortgage Loan was originated; or (ii) in the case of any such action that would result in an increase in the Combined Loan-to-Value Ratio over the Combined Loan-to-Value Ratio as of the date such HELOC Mortgage Loan was originated, aggregate number of HELOC Mortgage Loans with respect to which a new senior lien is consented to by the HELOC Servicer does not exceed 5% of the number of HELOC Mortgage Loans as of the Cut-off Date or 30% of aggregate Stated Principal Balance of the HELOC Mortgage Loans as of such date, and the Combined Loan-to-Value Ratio after giving effect to the modification does not exceed 100%. (c) The HELOC Servicer or the related Subservicer, as the case may be, shall be entitled to (A) execute assumption agreements, substitution agreements, and instruments of satisfaction or cancellation or of full release or discharge, or any other document contemplated by this HELOC Servicing Agreement and other comparable instruments with respect to the HELOC Mortgage Loans and with respect to the Mortgaged Properties subject to the Mortgages (and the Indenture Trustee shall promptly execute or cause to be executed any such documents on request of the HELOC Servicer and prepared by it) and (B) approve the granting of an easement thereon in favor of another Person, any alteration or demolition of the related Mortgaged Property or other similar matters, if it has determined, exercising its good faith business judgment in the same manner as it would if it were the owner of the related HELOC Mortgage Loan, that the security for, and the timely and full collectability of, such HELOC Mortgage Loan would not be adversely affected thereby. An assumption pursuant to this Section 3.01 is permitted solely if the creditworthiness of the prospective purchaser of a Mortgaged Property meets the same or better underwriting guidelines as those which were applied to the original borrower and the security for such HELOC Mortgage Loan is not impaired by the assumption. Any fee collected by the HELOC Servicer or the related Subservicer for processing such request will be retained by the HELOC Servicer or such Subservicer as additional servicing compensation. (d) Notwithstanding the provisions of Subsection 3.01(a), the HELOC Servicer shall not take any action inconsistent with the interests of the Indenture Trustee or with the rights and interests of the HELOC Back-Up Servicer under this HELOC Servicing Agreement. (e) The Indenture Trustee shall execute and return to the HELOC Servicer any limited powers of attorney and other documents in form as provided to the Indenture Trustee necessary or appropriate to enable the HELOC Servicer to service and administer the related HELOC Mortgage Loans and REO Property. (f) With respect to each HELOC Mortgage Loan, the HELOC Servicer may also, without approval from the Rating Agencies or the Insurer, increase the Credit Limit on a HELOC Mortgage Loan if such increase is consistent with the HELOC Servicer's underwriting policies and a new Appraised Value is obtained and the Combined Loan-to-Value Ratio of the HELOC Mortgage Loan after giving effect to the increase is less than or equal to the Combined Loan-to-Value Ratio of the HELOC Mortgage Loan as of the Cut-off Date. (g) With respect to each HELOC Mortgage Loan, the HELOC Servicer may increase the Credit Limits on up to 10% of the number of HELOC Mortgage Loans as of the Cut-off Date if the increase in the Credit Limit of any single HELOC Mortgage Loan does not cause the Combined Loan-to-Value Ratio of such HELOC Mortgage Loan to exceed 100%. (h) With respect to each HELOC Mortgage Loan, the HELOC Servicer, without prior approval from the Rating Agencies, the Indenture Trustee or the Insurer, may solicit Mortgagors for a reduction in Margins on up to 10% of the number of HELOC Mortgage Loans as of the Cut-off Date, provided that the cumulative impact of any such Margin reductions shall not result in the reduction of the weighted average Margin of the HELOC Mortgage Loans as of the Cut-off Date by more than 25 basis points taking into account any prior reductions. In no event shall the HELOC Servicer modify the maturity of any HELOC Mortgage Loan to a maturity that is later than the Final Scheduled Payment Date. Nothing in this HELOC Servicing Agreement shall limit the right of the HELOC Servicer to solicit mortgagors with respect to new loans (including mortgage loans) that are not HELOC Mortgage Loans.

HELOC Servicer to Service. (a) The HELOC Servicer shall service, or take such actions as are necessary to ensure, the servicing and administration of the HELOC Mortgage Loans and any REO Property in accordance with this HELOC Servicing Agreement and its normal servicing practices, which generally shall conform to the standards of an institution prudently servicing home equity line of credit mortgage loans for its own account and shall have full authority to do anything it reasonably deems appropriate or desirable in connection with such servicing and administration. The HELOC Servicer may perform its responsibilities relating to servicing through other agents or independent contractors, but shall not thereby be released from any of its responsibilities for the servicing and administration of the HELOC Mortgage Loans. The authority of the HELOC Servicer, in its capacity as HELOC Servicer, and any Subservicer acting on its behalf, shall include, without limitation, the power on behalf of the Issuer and the Indenture Trustee to (i) consult with and advise any Subservicer regarding administration of a related HELOC Mortgage Loan, (ii) approve any recommendation by a Subservicer to foreclose on a related HELOC Mortgage Loan, (iii) supervise the filing and collection of insurance claims and take or cause to be taken such actions on behalf of the insured Person thereunder as shall be reasonably necessary to prevent the denial of coverage thereunder, and (iv) effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing a related HELOC Mortgage Loan, including the employment of attorneys, the institution of legal proceedings, the collection of deficiency judgments, acceptance of compromise proposals and any other matter pertaining to a delinquent HELOC Mortgage Loan. The authority of the HELOC Servicer shall include, in addition, the power to (i) execute and deliver customary consents or waivers and other instruments and documents, (ii) consent to transfer of any related Mortgaged Property and assumptions of the related Mortgage Notes (in the manner provided in this HELOC Servicing Agreement) and (iii) collect any Insurance Proceeds and Liquidation Proceeds. Without limiting the generality of the foregoing, the HELOC Servicer and any Subservicer acting on its behalf may, and is hereby authorized, and empowered by the Indenture Trustee, to execute and deliver any instruments of satisfaction, cancellation, partial or full release, discharge and all other comparable instruments, with respect to the related HELOC Mortgage Loans, the insurance policies and accounts related thereto, and the Mortgaged Properties. The HELOC Servicer may exercise this power in its own name or in the name of a Subservicer. Notwithstanding the foregoing or anything else to the contrary in this HELOC Servicing Agreement, for so long as a Servicing Default or HELOC Servicer Termination Event is not in effect as provided in Section 6.01 herein, the responsibilities of the HELOC Back-Up Servicer shall be limited to review of the reports provided by the HELOC Servicer in connection with the creation of the Remittance Reports required of the HELOC Servicer pursuant to Section 4.01 of this HELOC Servicing Agreement and the HELOC Back-Up Servicer's obligations under Sections 3.01, 4.02, 4.03 and 4.04 of the HELOC Back-Up Servicing Agreement. The relationship of the HELOC Servicer (and of any successor to the HELOC Servicer under this Agreement) to the HELOC Back-Up Servicer and the other parties hereto under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent; provided, however, that the HELOC Servicer is authorized and empowered by the Indenture Trustee, in its own name or in the name of any Subservicer, when the HELOC Servicer or such Subservicer, as the case may be, believes it is appropriate in its best judgment to register any HELOC Mortgage Loan on the MERS(R) System, or cause the removal from the registration of any HELOC Mortgage Loan on the MERS(R) System, to execute and deliver, on behalf of the Indenture Trustee, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, 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 HELOC Servicer in accordance with Section 3.15, 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 System, it becomes necessary to remove any HELOC Mortgage Loan from registration on the MERS System and to arrange for the assignment of the related Mortgages to the Indenture Trustee, then any related expenses shall be reimbursable to the HELOC Servicer from the Trust Estate. (b) With respect to each HELOC Mortgage Loan, consistent with the terms of this HELOC Servicing Agreement, the HELOC Servicer may consent to the placing of a lien senior to that of the Mortgage on the related Mortgaged Property; provided, (i) the Combined Loan-to-Value Ratio, which may be based on a new appraisal, of the related HELOC Mortgage Loan immediately following the modification is not greater than the Combined Loan-to-Value Ratio of such HELOC Mortgage Loan as of the date such HELOC Mortgage Loan was originated; or (ii) in the case of any such action that would result in an increase in the Combined Loan-to-Value Ratio over the Combined Loan-to-Value Ratio as of the date such HELOC Mortgage Loan was originated, the aggregate number of HELOC Mortgage Loans with respect to which a new senior lien is consented to by the HELOC Servicer does not exceed 5% of the number of HELOC Mortgage Loans as of the Cut-off Date or 30% of aggregate Stated Principal Balance of the HELOC Mortgage Loans as of such date, and the Combined Loan-to-Value Ratio after giving effect to the modification does not exceed 100%. (c) The HELOC Servicer or the related Subservicer, as the case may be, shall be entitled to (A) execute assumption agreements, substitution agreements, and instruments of satisfaction or cancellation or of full release or discharge, or any other document contemplated by this HELOC Servicing Agreement and other comparable instruments with respect to the HELOC Mortgage Loans and with respect to the Mortgaged Properties subject to the Mortgages (and the Indenture Trustee shall promptly execute or cause to be executed any such documents on request of the HELOC Servicer and prepared by it) and (B) approve the granting of an easement thereon in favor of another Person, any alteration or demolition of the related Mortgaged Property or other similar matters, if it has determined, exercising its good faith business judgment in the same manner as it would if it were the owner of the related HELOC Mortgage Loan, that the security for, and the timely and full collectability of, such HELOC Mortgage Loan would not be adversely affected thereby. An assumption pursuant to this Section 3.01 is permitted solely if the creditworthiness of the prospective purchaser of a Mortgaged Property meets the same or better underwriting guidelines as those which were applied to the original borrower and the security for such HELOC Mortgage Loan is not impaired by the assumption. Any fee collected by the HELOC Servicer or the related Subservicer for processing such request will be retained by the HELOC Servicer or such Subservicer as additional servicing compensation. (d) Notwithstanding the provisions of Subsection 3.01(a), the HELOC Servicer shall not take any action inconsistent with the interests of the Indenture Trustee or with the rights and interests of the HELOC Back-Up Servicer under this HELOC Servicing Agreement. (e) The Indenture Trustee shall execute and return to the HELOC Servicer any limited powers of attorney and other documents in form as provided to the Indenture Trustee necessary or appropriate to enable the HELOC Servicer to service and administer the related HELOC Mortgage Loans and REO Property. (f) With respect to each HELOC Mortgage Loan, the HELOC Servicer may also, without approval from the Rating Agencies or the Insurer, increase the Credit Limit on a HELOC Mortgage Loan if such increase is consistent with the HELOC Servicer's underwriting policies and a new Appraised Value is obtained and the Combined Loan-to-Value Ratio of the HELOC Mortgage Loan after giving effect to the increase is less than or equal to the Combined Loan-to-Value Ratio of the HELOC Mortgage Loan as of the Cut-off Date. (g) With respect to each HELOC Mortgage Loan, the HELOC Servicer may increase the Credit Limits on up to 10% of the number of HELOC Mortgage Loans as of the Cut-off Date if the increase in the Credit Limit of any single HELOC Mortgage Loan does not cause the Combined Loan-to-Value Ratio of such HELOC Mortgage Loan to exceed 100%. (h) With respect to each HELOC Mortgage Loan, the HELOC Servicer, without prior approval from the Rating Agencies, the Indenture Trustee or the Insurer, may solicit Mortgagors for a reduction in Margins on up to 10% of the number of HELOC Mortgage Loans as of the Cut-off Date, provided that the cumulative impact of any such Margin reductions shall not result in the reduction of the weighted average Margin of the HELOC Mortgage Loans as of the Cut-off Date by more than 25 basis points taking into account any prior reductions. In no event shall the HELOC Servicer modify the maturity of any HELOC Mortgage Loan to a maturity that is later than the Final Scheduled Payment Date. Nothing in this HELOC Servicing Agreement shall limit the right of the HELOC Servicer to solicit mortgagors with respect to new loans (including mortgage loans) that are not HELOC Mortgage Loans. Other than as specifically provided herein, neither the HELOC Servicer nor the HELOC Back-Up Servicer shall make any modifications to the terms of a HELOC Mortgage Loan without the prior written consent of the Insurer, unless such modifications do not materially and adversely affect the interests of the Class VI-A Noteholders or the Insurer and are consistent with prudent business practice.

HELOC Servicer to Service. (a) The HELOC Servicer shall service, or take such actions as are necessary to ensure, the servicing and administration of the HELOC Mortgage Loans and any REO Property in accordance with this HELOC Servicing Agreement and its normal servicing practices, which generally shall conform to the standards of an institution prudently servicing home equity line of credit mortgage loans for its own account and shall have full authority to do anything it reasonably deems appropriate or desirable in connection with such servicing and administration. The HELOC Servicer may perform its responsibilities relating to servicing through other agents or independent contractors, but shall not thereby be released from any of its responsibilities for the servicing and administration of the HELOC Mortgage Loans. The authority of the HELOC Servicer, in its capacity as HELOC Servicer, and any HELOC Subservicer acting on its behalf, shall include, without limitation, the power on behalf of the Issuer Issuing Entity and the Indenture Trustee to (i) consult with and advise any HELOC Subservicer regarding administration of a related HELOC Mortgage Loan, (ii) approve any recommendation by a HELOC Subservicer to foreclose on a related HELOC Mortgage Loan, (iii) supervise the filing and collection of insurance claims and take or cause to be taken such actions on behalf of the insured Person thereunder as shall be reasonably necessary to prevent the denial of coverage thereunder, and (iv) effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing a related HELOC Mortgage Loan, including the employment of attorneys, the institution of legal proceedings, the collection of deficiency judgments, acceptance of compromise proposals and any other matter pertaining to a delinquent HELOC Mortgage Loan. The authority of the HELOC Servicer shall include, in addition, the power to (i) execute and deliver customary consents or waivers and other instruments and documents, (ii) consent to transfer of any related Mortgaged Property and assumptions of the related Mortgage Notes (in the manner provided in this HELOC Servicing Agreement) and (iii) collect any Insurance Proceeds and Liquidation Proceeds. Without limiting the generality of the foregoing, the HELOC Servicer and any HELOC Subservicer acting on its behalf may, and is hereby authorized, and empowered by the Indenture Trustee, to execute and deliver any instruments of satisfaction, cancellation, partial or full release, discharge and all other comparable instruments, with respect to the related HELOC Mortgage Loans, the insurance policies and accounts related thereto, and the Mortgaged Properties. The HELOC Servicer may exercise this power in its own name or in the name of a HELOC Subservicer. Notwithstanding the foregoing or anything else to the contrary in this HELOC Servicing Agreement, for so long as a Servicing Default or HELOC Servicer Termination Event is not in effect as provided in Section 6.01 herein, the responsibilities of the HELOC Back-Up Servicer shall be limited to review of the reports provided by the HELOC Servicer in connection with the creation of the Remittance Reports required of the HELOC Servicer pursuant to Section 4.01 of this HELOC Servicing Agreement and the HELOC Back-Up Servicer's ’s obligations under Sections 3.01, 4.02, 4.03 and 4.04 of the HELOC Back-Up Servicing Agreement. The relationship of the HELOC Servicer (and of any successor to the HELOC Servicer under this Agreement) to the HELOC Back-Up Servicer and the other parties hereto under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent; provided, however, that the HELOC Servicer is authorized and empowered by the Indenture Trustee, in its own name or in the name of any HELOC Subservicer, when the HELOC Servicer or such HELOC Subservicer, as the case may be, believes it is appropriate in its best judgment to register any HELOC Mortgage Loan on the MERS(R) MERS7 System, or cause the removal from the registration of any HELOC Mortgage Loan on the MERS(R) MERS7 System, to execute and deliver, on behalf of the Indenture Trustee, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, 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 HELOC Servicer in accordance with Section 3.15, 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 System, it becomes necessary to remove any HELOC Mortgage Loan from registration on the MERS System and to arrange for the assignment of the related Mortgages to the Indenture Trustee, then any related expenses shall be reimbursable to the HELOC Servicer from the Trust Estate. (b) With respect to each HELOC Mortgage Loan, consistent with the terms of this HELOC Servicing Agreement, the HELOC Servicer may consent to the placing of a lien senior to that of the Mortgage on the related Mortgaged Property; provided, (i) the Combined Loan-to-Value Ratio, which may be based on a new appraisal, of the related HELOC Mortgage Loan immediately following the modification is not greater than the Combined Loan-to-Value Ratio of such HELOC Mortgage Loan as of the date such HELOC Mortgage Loan was originated; or (ii) in the case of any such action that would result in an increase in the Combined Loan-to-Value Ratio over the Combined Loan-to-Value Ratio as of the date such HELOC Mortgage Loan was originated, the aggregate number of HELOC Mortgage Loans with respect to which a new senior lien is consented to by the HELOC Servicer does not exceed 5% of the number of HELOC Mortgage Loans as of the Cut-off Date or 30% of aggregate Stated Principal Balance of the HELOC Mortgage Loans as of such date, and the Combined Loan-to-Value Ratio after giving effect to the modification does not exceed 100%. (c) The HELOC Servicer or the related HELOC Subservicer, as the case may be, shall be entitled to (A) execute assumption agreements, substitution agreements, and instruments of satisfaction or cancellation or of full release or discharge, or any other document contemplated by this HELOC Servicing Agreement and other comparable instruments with respect to the HELOC Mortgage Loans and with respect to the Mortgaged Properties subject to the Mortgages (and the Indenture Trustee shall promptly execute or cause to be executed any such documents on request of the HELOC Servicer and prepared by it) and (B) approve the granting of an easement thereon in favor of another Person, any alteration or demolition of the related Mortgaged Property or other similar matters, if it has determined, exercising its good faith business judgment in the same manner as it would if it were the owner of the related HELOC Mortgage Loan, that the security for, and the timely and full collectability of, such HELOC Mortgage Loan would not be adversely affected thereby. An assumption pursuant to this Section 3.01 is permitted solely if the creditworthiness of the prospective purchaser of a Mortgaged Property meets the same or better underwriting guidelines as those which were applied to the original borrower and the security for such HELOC Mortgage Loan is not impaired by the assumption. Any fee collected by the HELOC Servicer or the related HELOC Subservicer for processing such request will be retained by the HELOC Servicer or such HELOC Subservicer as additional servicing compensation. (d) Notwithstanding the provisions of Subsection 3.01(a), the HELOC Servicer shall not take any action inconsistent with the interests of the Indenture Trustee or with the rights and interests of the HELOC Back-Up Servicer under this HELOC Servicing Agreement. (e) The Indenture Trustee shall execute and return to the HELOC Servicer any limited powers of attorney and other documents in form as provided to the Indenture Trustee necessary or appropriate to enable the HELOC Servicer to service and administer the related HELOC Mortgage Loans and REO Property. (f) With respect to each HELOC Mortgage Loan, the HELOC Servicer may also, without approval from the Rating Agencies or the InsurerCredit Enhancer, increase the Credit Limit on a HELOC Mortgage Loan if such increase is consistent with the HELOC Servicer's ’s underwriting policies and a new Appraised Value is obtained and the Combined Loan-to-Value Ratio of the HELOC Mortgage Loan after giving effect to the increase is less than or equal to the Combined Loan-to-Value Ratio of the HELOC Mortgage Loan as of the Cut-off Date. (g) With respect to each HELOC Mortgage Loan, the HELOC Servicer may increase the Credit Limits on up to 10% of the number of HELOC Mortgage Loans as of the Cut-off Date if the increase in the Credit Limit of any single HELOC Mortgage Loan does not cause the Combined Loan-to-Value Ratio of such HELOC Mortgage Loan to exceed 100%. (h) With respect to each HELOC Mortgage Loan, the HELOC Servicer, without prior approval from the Rating Agencies, the Indenture Trustee or the InsurerCredit Enhancer, may solicit Mortgagors for a reduction in Margins on up to 10% of the number of HELOC Mortgage Loans as of the Cut-off Date, provided that the cumulative impact of any such Margin reductions shall not result in the reduction of the weighted average Margin of the HELOC Mortgage Loans as of the Cut-off Date by more than 25 basis points taking into account any prior reductions. In no event shall the HELOC Servicer modify the maturity of any HELOC Mortgage Loan to a maturity that is later than the Final Scheduled Payment Date. Nothing in this HELOC Servicing Agreement shall limit the right of the HELOC Servicer to solicit mortgagors with respect to new loans (including mortgage loans) that are not ). Other than as specifically provided herein, neither the HELOC Servicer nor the HELOC Back-Up Servicer shall make any modifications to the terms of a HELOC Mortgage LoansLoan without the prior written consent of the Credit Enhancer, unless such modifications do not materially and adversely affect the interests of the Class V-A Noteholders or the Credit Enhancer and are consistent with prudent business practice.

HELOC Servicer to Service. (a) The HELOC Servicer shall service, or take such actions as are necessary to ensure, the servicing and administration of the HELOC Mortgage Loans and any REO Property in accordance with this HELOC Servicing Agreement and its normal servicing practices, which generally shall conform to the standards of an institution prudently servicing home equity line of credit mortgage loans for its own account and shall have full authority to do anything it reasonably deems appropriate or desirable in connection with such servicing and administration. The HELOC Servicer may perform its responsibilities relating to servicing through other agents or independent contractors, but shall not thereby be released from any of its responsibilities for the servicing and administration of the HELOC Mortgage Loans. The authority of the HELOC Servicer, in its capacity as HELOC Servicer, and any HELOC Subservicer acting on its behalf, shall include, without limitation, the power on behalf of the Issuer and the Indenture Trustee to (i) consult with and advise any HELOC Subservicer regarding administration of a related HELOC Mortgage Loan, (ii) approve any recommendation by a HELOC Subservicer to foreclose on a related HELOC Mortgage Loan, (iii) supervise the filing and collection of insurance claims and take or cause to be taken such actions on behalf of the insured Person thereunder as shall be reasonably necessary to prevent the denial of coverage thereunder, and (iv) effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing a related HELOC Mortgage Loan, including the employment of attorneys, the institution of legal proceedings, the collection of deficiency judgments, acceptance of compromise proposals and any other matter pertaining to a delinquent HELOC Mortgage Loan. The authority of the HELOC Servicer shall include, in addition, the power to (i) execute and deliver customary consents or waivers and other instruments and documents, (ii) consent to transfer of any related Mortgaged Property and assumptions of the related Mortgage Notes (in the manner provided in this HELOC Servicing Agreement) and (iii) collect any Insurance Proceeds and Liquidation Proceeds. Without limiting the generality of the foregoing, the HELOC Servicer and any HELOC Subservicer acting on its behalf may, and is hereby authorized, and empowered by the Indenture Trustee, to execute and deliver any instruments of satisfaction, cancellation, partial or full release, discharge and all other comparable instruments, with respect to the related HELOC Mortgage Loans, the insurance policies and accounts related thereto, and the Mortgaged Properties. The HELOC Servicer may exercise this power in its own name or in the name of a HELOC Subservicer. Notwithstanding the foregoing or anything else to the contrary in this HELOC Servicing Agreement, for so long as a Servicing Default or HELOC Servicer Termination Event is not in effect as provided in Section 6.01 herein, the responsibilities of the HELOC Back-Up Servicer shall be limited to review of the reports provided by the HELOC Servicer in connection with the creation of the Remittance Reports required of the HELOC Servicer pursuant to Section 4.01 of this HELOC Servicing Agreement and the HELOC Back-Up Servicer's ’s obligations under Sections 3.01, 4.02, 4.03 and 4.04 of the HELOC Back-Up Servicing Agreement. The relationship of the HELOC Servicer (and of any successor to the HELOC Servicer under this Agreement) to the HELOC Back-Up Servicer and the other parties hereto under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent; provided, however, that the HELOC Servicer is authorized and empowered by the Indenture Trustee, in its own name or in the name of any HELOC Subservicer, when the HELOC Servicer or such HELOC Subservicer, as the case may be, believes it is appropriate in its best judgment to register any HELOC Mortgage Loan on the MERS(R) MERS( System, or cause the removal from the registration of any HELOC Mortgage Loan on the MERS(R) MERS( System, to execute and deliver, on behalf of the Indenture Trustee, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, 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 HELOC Servicer in accordance with Section 3.15, 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 System, it becomes necessary to remove any HELOC Mortgage Loan from registration on the MERS System and to arrange for the assignment of the related Mortgages to the Indenture Trustee, then any related expenses shall be reimbursable to the HELOC Servicer from the Trust Estate. (b) With respect to each HELOC Mortgage Loan, consistent with the terms of this HELOC Servicing Agreement, the HELOC Servicer may consent to the placing of a lien senior to that of the Mortgage on the related Mortgaged Property; provided, (i) the Combined Loan-to-Value Ratio, which may be based on a new appraisal, of the related HELOC Mortgage Loan immediately following the modification is not greater than the Combined Loan-to-Value Ratio of such HELOC Mortgage Loan as of the date such HELOC Mortgage Loan was originated; or (ii) in the case of any such action that would result in an increase in the Combined Loan-to-Value Ratio over the Combined Loan-to-Value Ratio as of the date such HELOC Mortgage Loan was originated, the aggregate number of HELOC Mortgage Loans with respect to which a new senior lien is consented to by the HELOC Servicer does not exceed 5% of the number of HELOC Mortgage Loans as of the Cut-off Date or 30% of aggregate Stated Principal Balance of the HELOC Mortgage Loans as of such date, and the Combined Loan-to-Value Ratio after giving effect to the modification does not exceed 100%. (c) The HELOC Servicer or the related HELOC Subservicer, as the case may be, shall be entitled to (A) execute assumption agreements, substitution agreements, and instruments of satisfaction or cancellation or of full release or discharge, or any other document contemplated by this HELOC Servicing Agreement and other comparable instruments with respect to the HELOC Mortgage Loans and with respect to the Mortgaged Properties subject to the Mortgages (and the Indenture Trustee shall promptly execute or cause to be executed any such documents on request of the HELOC Servicer and prepared by it) and (B) approve the granting of an easement thereon in favor of another Person, any alteration or demolition of the related Mortgaged Property or other similar matters, if it has determined, exercising its good faith business judgment in the same manner as it would if it were the owner of the related HELOC Mortgage Loan, that the security for, and the timely and full collectability of, such HELOC Mortgage Loan would not be adversely affected thereby. An assumption pursuant to this Section 3.01 is permitted solely if the creditworthiness of the prospective purchaser of a Mortgaged Property meets the same or better underwriting guidelines as those which were applied to the original borrower and the security for such HELOC Mortgage Loan is not impaired by the assumption. Any fee collected by the HELOC Servicer or the related HELOC Subservicer for processing such request will be retained by the HELOC Servicer or such HELOC Subservicer as additional servicing compensation. (d) Notwithstanding the provisions of Subsection 3.01(a), the HELOC Servicer shall not take any action inconsistent with the interests of the Indenture Trustee or with the rights and interests of the HELOC Back-Up Servicer under this HELOC Servicing Agreement. (e) The Indenture Trustee shall execute and return to the HELOC Servicer any limited powers of attorney and other documents in form as provided to the Indenture Trustee necessary or appropriate to enable the HELOC Servicer to service and administer the related HELOC Mortgage Loans and REO Property. (f) With respect to each HELOC Mortgage Loan, the HELOC Servicer may also, without approval from the Rating Agencies or the Insurer, increase the Credit Limit on a HELOC Mortgage Loan if such increase is consistent with the HELOC Servicer's ’s underwriting policies and a new Appraised Value is obtained and the Combined Loan-to-Value Ratio of the HELOC Mortgage Loan after giving effect to the increase is less than or equal to the Combined Loan-to-Value Ratio of the HELOC Mortgage Loan as of the Cut-off Date. (g) With respect to each HELOC Mortgage Loan, the HELOC Servicer may increase the Credit Limits on up to 10% of the number of HELOC Mortgage Loans as of the Cut-off Date if the increase in the Credit Limit of any single HELOC Mortgage Loan does not cause the Combined Loan-to-Value Ratio of such HELOC Mortgage Loan to exceed 100%. (h) With respect to each HELOC Mortgage Loan, the HELOC Servicer, without prior approval from the Rating Agencies, the Indenture Trustee or the Insurer, may solicit Mortgagors for a reduction in Margins on up to 10% of the number of HELOC Mortgage Loans as of the Cut-off Date, provided that the cumulative impact of any such Margin reductions shall not result in the reduction of the weighted average Margin of the HELOC Mortgage Loans as of the Cut-off Date by more than 25 basis points taking into account any prior reductions. In no event shall the HELOC Servicer modify the maturity of any HELOC Mortgage Loan to a maturity that is later than the Final Scheduled Payment Date. Nothing in this HELOC Servicing Agreement shall limit the right of the HELOC Servicer to solicit mortgagors with respect to new loans (including mortgage loans) that are not ). Other than as specifically provided herein, neither the HELOC Servicer nor the HELOC Back-Up Servicer shall make any modifications to the terms of a HELOC Mortgage LoansLoan without the prior written consent of the Insurer, unless such modifications do not materially and adversely affect the interests of the Class II-A Noteholders or the Insurer and are consistent with prudent business practice.