Common use of REALIZATION UPON DEFAULTED HELOC MORTGAGE LOANS Clause in Contracts

REALIZATION UPON DEFAULTED HELOC MORTGAGE LOANS. (a) The HELOC Subservicer shall, or shall direct the related Subservicer to, foreclose upon or otherwise comparably convert the ownership of properties securing any HELOC Mortgage Loans that come into and continue in default and as to which no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.06 only if the HELOC Subservicer determines that there is sufficient equity in the related Mortgaged Property to justify such foreclosure, except that the HELOC Subservicer shall not, and shall not direct the related Subservicer to, foreclose upon or otherwise comparably convert a Mortgaged Property if there is evidence of toxic waste or other environmental hazards thereon unless the HELOC Subservicer follows the procedures in Subsection (e) below. (b) The HELOC Subservicer shall foreclose or shall direct the related Subservicer to foreclose on any Mortgaged Property in the name of the Indenture Trustee for the benefit of the Class VII-A Noteholders. (c) In connection with such foreclosure or other conversion, the HELOC Subservicer in conjunction with the related Subservicer, if any, shall use its best reasonable efforts to preserve REO Property and to realize upon defaulted HELOC Mortgage Loans in such manner (including short sales) as to maximize the receipt of principal and interest by the Class VII-A Noteholders, taking into account, among other things, the timing of foreclosure and the considerations set forth in Subsection 3.13(d). The foregoing is subject to the proviso that the HELOC Subservicer shall not be required to expend its own funds in connection with any foreclosure or towards the restoration of any property unless it determines in good faith (i) that such restoration or foreclosure will increase the proceeds of liquidation of the HELOC Mortgage Loan to the Class VII-A Noteholders after reimbursement to itself for such expenses and (ii) that such expenses will be recoverable to it either through Liquidation Proceeds (respecting which it shall have priority for purposes of reimbursements from the Collection Account pursuant to Section 3.07) or through Insurance Proceeds (respecting which it shall have similar priority). The HELOC Subservicer shall be responsible for all other costs and expenses incurred by it in any such proceedings; PROVIDED, HOWEVER, that it shall be entitled to reimbursement thereof (as well as its normal servicing compensation). Any income from or other funds (net of any income taxes) generated by REO Property shall be deemed for purposes of this HELOC Subservicing Agreement to be Insurance Proceeds. (d) The Trust Estate shall not acquire any real property (or any personal property incident to such real property) except in connection with a default or reasonably foreseeable default of a HELOC Mortgage Loan. In the event that the Trust Estate acquires any real property (or personal property incident to such real property) in connection with a default or imminent default of a HELOC Mortgage Loan, such property shall be disposed of by the HELOC Subservicer (or its agent) on behalf of the Trust Estate within two years after its acquisition by the Trust Estate. (e) With respect to any HELOC Mortgage Loan as to which the HELOC Subservicer or a Subservicer has received notice of, or has actual knowledge of, the presence of any toxic or hazardous substance on the Mortgaged Property, the HELOC Subservicer shall promptly notify the HELOC Master Servicer and shall act in accordance with any directions and instructions provided by the HELOC Master Servicer. If the HELOC Master Servicer has not provided directions and instructions to the HELOC Subservicer in connection with any such HELOC Mortgage Loan within 30 days of a request by the HELOC Subservicer for such directions and instructions, then the HELOC Subservicer shall take such action as it deems to be in the best economic interest of the Trust Estate (other than proceeding against the Mortgaged Property) and is hereby authorized at such time as it deems appropriate to release such Mortgaged Property from the lien of the related Mortgage. The parties hereto acknowledge that the HELOC Subservicer shall not obtain on behalf of the Issuer a deed as a result or in lieu of foreclosure, and shall not otherwise acquire possession of or title to, or commence any proceedings to acquire possession of or title to, or take any other action with respect to, any Mortgaged Property, if the HELOC Master Servicer, the Owner Trustee or the Indenture Trustee could reasonably be considered to be a responsible party for any liability arising from the presence of any toxic or hazardous substance on the Mortgaged Property, unless the HELOC Master Servicer, the Owner Trustee or the Indenture Trustee has been indemnified to its reasonable satisfaction against such liability.

REALIZATION UPON DEFAULTED HELOC MORTGAGE LOANS. (a) The HELOC Subservicer Master Servicer shall, or shall direct the related Subservicer to, foreclose upon or otherwise comparably convert the ownership of properties securing any HELOC Mortgage Loans that come into and continue in default and as to which no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.06 only if the HELOC Subservicer Master Servicer determines that there is sufficient equity in the related Mortgaged Property to justify such foreclosure, except that the HELOC Subservicer Master Servicer shall not, and shall not direct the related Subservicer to, foreclose upon or otherwise comparably convert a Mortgaged Property if there is evidence of toxic waste or other environmental hazards thereon unless the HELOC Subservicer Master Servicer follows the procedures in Subsection (e) below. (b) The HELOC Subservicer Master Servicer shall foreclose or shall direct the related Subservicer to foreclose on any Mortgaged Property in the name of the Indenture Trustee for the benefit of the Class VII-A Noteholders. (c) In connection with such foreclosure or other conversion, the HELOC Subservicer Master Servicer in conjunction with the related Subservicer, if any, shall use its best reasonable efforts to preserve REO Property and to realize upon defaulted HELOC Mortgage Loans in such manner (including short sales) as to maximize the receipt of principal and interest by the Class VII-A Noteholders, taking into account, among other things, the timing of foreclosure and the considerations set forth in Subsection 3.13(d). The foregoing is subject to the proviso that the HELOC Subservicer Master Servicer shall not be required to expend its own funds in connection with any foreclosure or towards the restoration of any property unless it determines in good faith (i) that such restoration or foreclosure will increase the proceeds of liquidation of the HELOC Mortgage Loan to the Class VII-A Noteholders after reimbursement to itself for such expenses and (ii) that such expenses will be recoverable to it either through Liquidation Proceeds (respecting which it shall have priority for purposes of reimbursements from the Collection Account pursuant to Section 3.07) or through Insurance Proceeds (respecting which it shall have similar priority). The HELOC Subservicer Master Servicer shall be responsible for all other costs and expenses incurred by it in any such proceedings; PROVIDED, HOWEVER, that it shall be entitled to reimbursement thereof (as well as its normal servicing compensation). Any income from or other funds (net of any income taxes) generated by REO Property shall be deemed for purposes of this HELOC Subservicing Servicing Agreement to be Insurance Proceeds. (d) The Trust Estate shall not acquire any real property (or any personal property incident to such real property) except in connection with a default or reasonably foreseeable default of a HELOC Mortgage Loan. In the event that the Trust Estate acquires any real property (or personal property incident to such real property) in connection with a default or imminent default of a HELOC Mortgage Loan, such property shall be disposed of by the HELOC Subservicer Master Servicer (or its agent) on behalf of the Trust Estate within two years after its acquisition by the Trust Estate. (e) With respect to any HELOC Mortgage Loan as to which the HELOC Subservicer Master Servicer or a Subservicer has received notice of, or has actual knowledge of, the presence of any toxic or hazardous substance on the Mortgaged Property, the HELOC Subservicer Master Servicer shall promptly notify the HELOC Master Servicer Indenture Trustee and the Owner Trustee and shall act in accordance with any directions and instructions provided by the HELOC Master ServicerIndenture Trustee, as pledgee of the Issuer. If the HELOC Master Servicer Indenture Trustee, as applicable, has not provided directions and instructions to the HELOC Subservicer Master Servicer in connection with any such HELOC Mortgage Loan within 30 days of a request by the HELOC Subservicer Master Servicer for such directions and instructions, then the HELOC Subservicer Master Servicer shall take such action as it deems to be in the best economic interest of the Trust Estate (other than proceeding against the Mortgaged Property) and is hereby authorized at such time as it deems appropriate to release such Mortgaged Property from the lien of the related Mortgage. The parties hereto acknowledge that the HELOC Subservicer Master Servicer shall not obtain on behalf of the Issuer a deed as a result or in lieu of foreclosure, and shall not otherwise acquire possession of or title to, or commence any proceedings to acquire possession of or title to, or take any other action with respect to, any Mortgaged Property, if the HELOC Master Servicer, the Owner Trustee or the Indenture Trustee could reasonably be considered to be a responsible party for any liability arising from the presence of any toxic or hazardous substance on the Mortgaged Property, unless the HELOC Master Servicer, the Owner Trustee or the Indenture Trustee has been indemnified to its reasonable satisfaction against such liability.

REALIZATION UPON DEFAULTED HELOC MORTGAGE LOANS. (a) The HELOC Subservicer Servicer shall, or shall direct the related HELOC Subservicer to, foreclose upon or otherwise comparably convert the ownership of properties securing any HELOC Mortgage Loans that come into and continue in default and as to which no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.06 only if the HELOC Subservicer Servicer determines that there is sufficient equity in the related Mortgaged Property to justify such foreclosure, except that the HELOC Subservicer Servicer shall not, and shall not direct the related HELOC Subservicer to, foreclose upon or otherwise comparably convert a Mortgaged Property if there is evidence of toxic waste or other environmental hazards thereon unless the HELOC Subservicer Servicer follows the procedures in Subsection (e) below. The HELOC Servicer, on behalf of the Trust, may also, in its discretion, as an alternative to foreclosure, sell defaulted HELOC Mortgage Loans at fair market value to third-parties, if the HELOC Servicer reasonably believes that such sale would maximize proceeds to the Trust (on a present value basis) with respect to each such HELOC Mortgage Loan. (b) The HELOC Subservicer Servicer shall foreclose or shall direct the related HELOC Subservicer to foreclose on any Mortgaged Property in the name of the Indenture Trustee for the benefit of the Class VIIV-A Noteholders. (c) In connection with such foreclosure or other conversion, the HELOC Subservicer Servicer in conjunction with the related HELOC Subservicer, if any, shall use its best reasonable efforts to preserve REO Property and to realize upon defaulted HELOC Mortgage Loans in such manner (including short sales) as to maximize the receipt of principal and interest by the Class VIIV-A Noteholders, taking into account, among other things, the timing of foreclosure and the considerations set forth in Subsection 3.13(d). The foregoing is subject to the proviso that the HELOC Subservicer Servicer shall not be required to expend its own funds in connection with any foreclosure or towards the restoration of any property unless it determines in good faith (i) that such restoration or foreclosure will increase the proceeds of liquidation of the HELOC Mortgage Loan to the Class VIIV-A Noteholders after reimbursement to itself for such expenses and (ii) that such expenses will be recoverable to it either through Liquidation Proceeds (respecting which it shall have priority for purposes of reimbursements from the Collection Account pursuant to Section 3.07) or through Insurance Proceeds (respecting which it shall have similar priority). The HELOC Subservicer Servicer shall be responsible for all other costs and expenses incurred by it in any such proceedings; PROVIDEDprovided, HOWEVERhowever, that it shall be entitled to reimbursement thereof (as well as its normal servicing compensation). Any income from or other funds (net of any income taxes) generated by REO Property shall be deemed for purposes of this HELOC Subservicing Servicing Agreement to be Insurance Proceeds. (d) The Trust Estate shall not acquire any real property (or any personal property incident to such real property) except in connection with a default or reasonably foreseeable default of a HELOC Mortgage Loan. In the event that the Trust Estate acquires any real property (or personal property incident to such real property) in connection with a default or imminent default of a HELOC Mortgage Loan, such property shall be disposed of by the HELOC Subservicer Servicer (or its agent) on behalf of the Trust Estate within two years after its acquisition by the Trust Estate. (e) With respect to any HELOC Mortgage Loan as to which the HELOC Subservicer Servicer or a HELOC Subservicer has received notice of, or has actual knowledge of, the presence of any toxic or hazardous substance on the Mortgaged Property, the HELOC Subservicer Servicer shall promptly notify the HELOC Master Back-Up Servicer and shall act in accordance with any directions and instructions provided by the HELOC Master Back-Up Servicer. If the HELOC Master Back-Up Servicer has not provided directions and instructions to the HELOC Subservicer Servicer in connection with any such HELOC Mortgage Loan within 30 days of a request by the HELOC Subservicer Servicer for such directions and instructions, then the HELOC Subservicer Servicer shall take such action as it deems to be in the best economic interest of the Trust Estate (other than proceeding against the Mortgaged Property) and is hereby authorized at such time as it deems appropriate to release such Mortgaged Property from the lien of the related Mortgage. The parties hereto acknowledge that the HELOC Subservicer Servicer shall not obtain on behalf of the Issuer Issuing Entity a deed as a result or in lieu of foreclosure, and shall not otherwise acquire possession of or title to, or commence any proceedings to acquire possession of or title to, or take any other action with respect to, any Mortgaged Property, if the HELOC Master Back-Up Servicer, the Owner Trustee or the Indenture Trustee could reasonably be considered to be a responsible party for any liability arising from the presence of any toxic or hazardous substance on the Mortgaged Property, unless the HELOC Master Servicer, the Owner Trustee or the Indenture Trustee has been indemnified to its reasonable satisfaction against such liability.

REALIZATION UPON DEFAULTED HELOC MORTGAGE LOANS. (a) The HELOC Subservicer Servicer shall, or shall direct the related Subservicer to, foreclose upon or otherwise comparably convert the ownership of properties securing any HELOC Mortgage Loans that come into and continue in default and as to which no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.06 only if the HELOC Subservicer Servicer determines that there is sufficient equity in the related Mortgaged Property to justify such foreclosure, except that the HELOC Subservicer Servicer shall not, and shall not direct the related Subservicer to, foreclose upon or otherwise comparably convert a Mortgaged Property if there is evidence of toxic waste or other environmental hazards thereon unless the HELOC Subservicer Servicer follows the procedures in Subsection (e) below. (b) The HELOC Subservicer Servicer shall foreclose or shall direct the related Subservicer to foreclose on any Mortgaged Property in the name of the Indenture Trustee for the benefit of the Class VIIIX-A Noteholders. (c) In connection with such foreclosure or other conversion, the HELOC Subservicer Servicer in conjunction with the related Subservicer, if any, shall use its best reasonable efforts to preserve REO Property and to realize upon defaulted HELOC Mortgage Loans in such manner (including short sales) as to maximize the receipt of principal and interest by the Class VIIIX-A Noteholders, taking into account, among other things, the timing of foreclosure and the considerations set forth in Subsection 3.13(d). The foregoing is subject to the proviso that the HELOC Subservicer Servicer shall not be required to expend its own funds in connection with any foreclosure or towards the restoration of any property unless it determines in good faith (i) that such restoration or foreclosure will increase the proceeds of liquidation of the HELOC Mortgage Loan to the Class VIIIX-A Noteholders after reimbursement to itself for such expenses and (ii) that such expenses will be recoverable to it either through Liquidation Proceeds (respecting which it shall have priority for purposes of reimbursements from the Collection Account pursuant to Section 3.07) or through Insurance Proceeds (respecting which it shall have similar priority). The HELOC Subservicer Servicer shall be responsible for all other costs and expenses incurred by it in any such proceedings; PROVIDED, HOWEVER, that it shall be entitled to reimbursement thereof (as well as its normal servicing compensation). Any income from or other funds (net of any income taxes) generated by REO Property shall be deemed for purposes of this HELOC Subservicing Servicing Agreement to be Insurance Proceeds. (d) The Trust Estate shall not acquire any real property (or any personal property incident to such real property) except in connection with a default or reasonably foreseeable default of a HELOC Mortgage Loan. In the event that the Trust Estate acquires any real property (or personal property incident to such real property) in connection with a default or imminent default of a HELOC Mortgage Loan, such property shall be disposed of by the HELOC Subservicer Servicer (or its agent) on behalf of the Trust Estate within two years after its acquisition by the Trust Estate. (e) With respect to any HELOC Mortgage Loan as to which the HELOC Subservicer Servicer or a Subservicer has received notice of, or has actual knowledge of, the presence of any toxic or hazardous substance on the Mortgaged Property, the HELOC Subservicer Servicer shall promptly notify the HELOC Master Back-Up Servicer and shall act in accordance with any directions and instructions provided by the HELOC Master Back-Up Servicer. If the HELOC Master Back-Up Servicer has not provided directions and instructions to the HELOC Subservicer Servicer in connection with any such HELOC Mortgage Loan within 30 days of a request by the HELOC Subservicer Servicer for such directions and instructions, then the HELOC Subservicer Servicer shall take such action as it deems to be in the best economic interest of the Trust Estate (other than proceeding against the Mortgaged Property) and is hereby authorized at such time as it deems appropriate to release such Mortgaged Property from the lien of the related Mortgage. The parties hereto acknowledge that the HELOC Subservicer Servicer shall not obtain on behalf of the Issuer a deed as a result or in lieu of foreclosure, and shall not otherwise acquire possession of or title to, or commence any proceedings to acquire possession of or title to, or take any other action with respect to, any Mortgaged Property, if the HELOC Master Back-Up Servicer, the Owner Trustee or the Indenture Trustee could reasonably be considered to be a responsible party for any liability arising from the presence of any toxic or hazardous substance on the Mortgaged Property, unless the HELOC Master Servicer, the Owner Trustee or the Indenture Trustee has been indemnified to its reasonable satisfaction against such liability.

REALIZATION UPON DEFAULTED HELOC MORTGAGE LOANS. (a) The HELOC Subservicer Servicer shall, or shall direct the related Subservicer to, foreclose upon or otherwise comparably convert the ownership of properties securing any HELOC Mortgage Loans that come into and continue in default and as to which no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.06 only if the HELOC Subservicer Servicer determines that there is sufficient equity in the related Mortgaged Property to justify such foreclosure, except that the HELOC Subservicer Servicer shall not, and shall not direct the related Subservicer to, foreclose upon or otherwise comparably convert a Mortgaged Property if there is evidence of toxic waste or other environmental hazards thereon unless the HELOC Subservicer Servicer follows the procedures in Subsection (e) below. (b) The HELOC Subservicer Servicer shall foreclose or shall direct the related Subservicer to foreclose on any Mortgaged Property in the name of the Indenture Trustee for the benefit of the Class VIIVI-A Noteholders. (c) In connection with such foreclosure or other conversion, the HELOC Subservicer Servicer in conjunction with the related Subservicer, if any, shall use its best reasonable efforts to preserve REO Property and to realize upon defaulted HELOC Mortgage Loans in such manner (including short sales) as to maximize the receipt of principal and interest by the Class VIIVI-A Noteholders, taking into account, among other things, the timing of foreclosure and the considerations set forth in Subsection 3.13(d). The foregoing is subject to the proviso that the HELOC Subservicer Servicer shall not be required to expend its own funds in connection with any foreclosure or towards the restoration of any property unless it determines in good faith (i) that such restoration or foreclosure will increase the proceeds of liquidation of the HELOC Mortgage Loan to the Class VIIVI-A Noteholders after reimbursement to itself for such expenses and (ii) that such expenses will be recoverable to it either through Liquidation Proceeds (respecting which it shall have priority for purposes of reimbursements from the Collection Account pursuant to Section 3.07) or through Insurance Proceeds (respecting which it shall have similar priority). The HELOC Subservicer Servicer shall be responsible for all other costs and expenses incurred by it in any such proceedings; PROVIDED, HOWEVER, that it shall be entitled to reimbursement thereof (as well as its normal servicing compensation). Any income from or other funds (net of any income taxes) generated by REO Property shall be deemed for purposes of this HELOC Subservicing Servicing Agreement to be Insurance Proceeds. (d) The Trust Estate shall not acquire any real property (or any personal property incident to such real property) except in connection with a default or reasonably foreseeable default of a HELOC Mortgage Loan. In the event that the Trust Estate acquires any real property (or personal property incident to such real property) in connection with a default or imminent default of a HELOC Mortgage Loan, such property shall be disposed of by the HELOC Subservicer Servicer (or its agent) on behalf of the Trust Estate within two years after its acquisition by the Trust Estate. (e) With respect to any HELOC Mortgage Loan as to which the HELOC Subservicer Servicer or a Subservicer has received notice of, or has actual knowledge of, the presence of any toxic or hazardous substance on the Mortgaged Property, the HELOC Subservicer Servicer shall promptly notify the HELOC Master Back-Up Servicer and shall act in accordance with any directions and instructions provided by the HELOC Master Back-Up Servicer. If the HELOC Master Back-Up Servicer has not provided directions and instructions to the HELOC Subservicer Servicer in connection with any such HELOC Mortgage Loan within 30 days of a request by the HELOC Subservicer Servicer for such directions and instructions, then the HELOC Subservicer Servicer shall take such action as it deems to be in the best economic interest of the Trust Estate (other than proceeding against the Mortgaged Property) and is hereby authorized at such time as it deems appropriate to release such Mortgaged Property from the lien of the related Mortgage. The parties hereto acknowledge that the HELOC Subservicer Servicer shall not obtain on behalf of the Issuer a deed as a result or in lieu of foreclosure, and shall not otherwise acquire possession of or title to, or commence any proceedings to acquire possession of or title to, or take any other action with respect to, any Mortgaged Property, if the HELOC Master Back-Up Servicer, the Owner Trustee or the Indenture Trustee could reasonably be considered to be a responsible party for any liability arising from the presence of any toxic or hazardous substance on the Mortgaged Property, unless the HELOC Master Servicer, the Owner Trustee or the Indenture Trustee has been indemnified to its reasonable satisfaction against such liability.

REALIZATION UPON DEFAULTED HELOC MORTGAGE LOANS. (a) The HELOC Subservicer shall, or shall direct the related Subservicer HELOC subservicer to, foreclose upon or otherwise comparably convert the ownership of properties securing any HELOC Mortgage Loans that come into and continue in default and as to which no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.06 only if the HELOC Subservicer determines that there is sufficient equity in the related Mortgaged Property to justify such foreclosure, except that the HELOC Subservicer shall not, and shall not direct the related Subservicer HELOC subservicer to, foreclose upon or otherwise comparably convert a Mortgaged Property if there is evidence of toxic waste or other environmental hazards thereon unless the HELOC Subservicer follows the procedures in Subsection (e) below. The HELOC Subservicer, on behalf of the Trust, may also, in its discretion, as an alternative to foreclosure, sell defaulted HELOC Mortgage Loans at fair market value to third-parties, if the HELOC Subservicer reasonably believes that such sale would maximize proceeds to the Trust (on a present value basis) with respect to each such HELOC Mortgage Loan. (b) The HELOC Subservicer shall foreclose or shall direct the related Subservicer HELOC subservicer to foreclose on any Mortgaged Property in the name of the Indenture Trustee for the benefit of the Class VIIII-A Noteholders. (c) In connection with such foreclosure or other conversion, the HELOC Subservicer in conjunction with the related SubservicerHELOC subservicer, if any, shall use its best reasonable efforts to preserve REO Property and to realize upon defaulted HELOC Mortgage Loans in such manner (including short sales) as to maximize the receipt of principal and interest by the Class VIIII-A Noteholders, taking into account, among other things, the timing of foreclosure and the considerations set forth in Subsection 3.13(d). The foregoing is subject to the proviso that the HELOC Subservicer shall not be required to expend its own funds in connection with any foreclosure or towards the restoration of any property unless it determines in good faith (i) that such restoration or foreclosure will increase the proceeds of liquidation of the HELOC Mortgage Loan to the Class VIIII-A Noteholders after reimbursement to itself for such expenses and (ii) that such expenses will be recoverable to it either through Liquidation Proceeds (respecting which it shall have priority for purposes of reimbursements from the Collection Account pursuant to Section 3.07) or through Insurance Proceeds (respecting which it shall have similar priority). The HELOC Subservicer shall be responsible for all other costs and expenses incurred by it in any such proceedings; PROVIDEDprovided, HOWEVERhowever, that it shall be entitled to reimbursement thereof (as well as its normal servicing compensation). Any income from or other funds (net of any income taxes) generated by REO Property shall be deemed for purposes of this HELOC Subservicing Agreement to be Insurance Proceeds. (d) The Trust Estate shall not acquire any real property (or any personal property incident to such real property) except in connection with a default or reasonably foreseeable default of a HELOC Mortgage Loan. In the event that the Trust Estate acquires any real property (or personal property incident to such real property) in connection with a default or imminent default of a HELOC Mortgage Loan, such property shall be disposed of by the HELOC Subservicer (or its agent) on behalf of the Trust Estate within two years after its acquisition by the Trust Estate. (e) With respect to any HELOC Mortgage Loan as to which the HELOC Subservicer or a Subservicer HELOC subservicer has received notice of, or has actual knowledge of, the presence of any toxic or hazardous substance on the Mortgaged Property, the HELOC Subservicer shall promptly notify the HELOC Master Servicer and the HELOC Back-Up Servicer and shall act in accordance with any directions and instructions provided by the HELOC Master Servicer or the HELOC Back-Up Servicer. If the HELOC Master Servicer or the HELOC Back-Up Servicer has not provided directions and instructions to the HELOC Subservicer in connection with any such HELOC Mortgage Loan within 30 days of a request by the HELOC Subservicer for such directions and instructions, then the HELOC Subservicer shall take such action as it deems to be in the best economic interest of the Trust Estate (other than proceeding against the Mortgaged Property) and is hereby authorized at such time as it deems appropriate to release such Mortgaged Property from the lien of the related Mortgage. The parties hereto acknowledge that the HELOC Subservicer shall not obtain on behalf of the Issuer a deed as a result or in lieu of foreclosure, and shall not otherwise acquire possession of or title to, or commence any proceedings to acquire possession of or title to, or take any other action with respect to, any Mortgaged Property, if the HELOC Master Servicer, the HELOC Back-Up Servicer, the Owner Trustee or the Indenture Trustee could reasonably be considered to be a responsible party for any liability arising from the presence of any toxic or hazardous substance on the Mortgaged Property, unless the HELOC Master Servicer, the Owner Trustee or the Indenture Trustee has been indemnified to its reasonable satisfaction against such liability.

REALIZATION UPON DEFAULTED HELOC MORTGAGE LOANS. (a) The HELOC Subservicer Servicer shall, or shall direct the related HELOC Subservicer to, foreclose upon or otherwise comparably convert the ownership of properties securing any HELOC Mortgage Loans that come into and continue in default and as to which no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.06 only if the HELOC Subservicer Servicer determines that there is sufficient equity in the related Mortgaged Property to justify such foreclosure, except that the HELOC Subservicer Servicer shall not, and shall not direct the related HELOC Subservicer to, foreclose upon or otherwise comparably convert a Mortgaged Property if there is evidence of toxic waste or other environmental hazards thereon unless the HELOC Subservicer Servicer follows the procedures in Subsection (e) below. The HELOC Servicer, on behalf of the Trust, may also, in its discretion, as an alternative to foreclosure, sell defaulted HELOC Mortgage Loans at fair market value to third-parties, if the HELOC Servicer reasonably believes that such sale would maximize proceeds to the Trust (on a present value basis) with respect to each such HELOC Mortgage Loan. (b) The HELOC Subservicer Servicer shall foreclose or shall direct the related HELOC Subservicer to foreclose on any Mortgaged Property in the name of the Indenture Trustee for the benefit of the Class VIIII-A Noteholders. (c) In connection with such foreclosure or other conversion, the HELOC Subservicer Servicer in conjunction with the related HELOC Subservicer, if any, shall use its best reasonable efforts to preserve REO Property and to realize upon defaulted HELOC Mortgage Loans in such manner (including short sales) as to maximize the receipt of principal and interest by the Class VIIII-A Noteholders, taking into account, among other things, the timing of foreclosure and the considerations set forth in Subsection 3.13(d). The foregoing is subject to the proviso that the HELOC Subservicer Servicer shall not be required to expend its own funds in connection with any foreclosure or towards the restoration of any property unless it determines in good faith (i) that such restoration or foreclosure will increase the proceeds of liquidation of the HELOC Mortgage Loan to the Class VIIII-A Noteholders after reimbursement to itself for such expenses and (ii) that such expenses will be recoverable to it either through Liquidation Proceeds (respecting which it shall have priority for purposes of reimbursements from the Collection Account pursuant to Section 3.07) or through Insurance Proceeds (respecting which it shall have similar priority). The HELOC Subservicer Servicer shall be responsible for all other costs and expenses incurred by it in any such proceedings; PROVIDEDprovided, HOWEVERhowever, that it shall be entitled to reimbursement thereof (as well as its normal servicing compensation). Any income from or other funds (net of any income taxes) generated by REO Property shall be deemed for purposes of this HELOC Subservicing Servicing Agreement to be Insurance Proceeds. (d) The Trust Estate shall not acquire any real property (or any personal property incident to such real property) except in connection with a default or reasonably foreseeable default of a HELOC Mortgage Loan. In the event that the Trust Estate acquires any real property (or personal property incident to such real property) in connection with a default or imminent default of a HELOC Mortgage Loan, such property shall be disposed of by the HELOC Subservicer Servicer (or its agent) on behalf of the Trust Estate within two years after its acquisition by the Trust Estate. (e) With respect to any HELOC Mortgage Loan as to which the HELOC Subservicer Servicer or a HELOC Subservicer has received notice of, or has actual knowledge of, the presence of any toxic or hazardous substance on the Mortgaged Property, the HELOC Subservicer Servicer shall promptly notify the HELOC Master Back-Up Servicer and shall act in accordance with any directions and instructions provided by the HELOC Master Back-Up Servicer. If the HELOC Master Back-Up Servicer has not provided directions and instructions to the HELOC Subservicer Servicer in connection with any such HELOC Mortgage Loan within 30 days of a request by the HELOC Subservicer Servicer for such directions and instructions, then the HELOC Subservicer Servicer shall take such action as it deems to be in the best economic interest of the Trust Estate (other than proceeding against the Mortgaged Property) and is hereby authorized at such time as it deems appropriate to release such Mortgaged Property from the lien of the related Mortgage. The parties hereto acknowledge that the HELOC Subservicer Servicer shall not obtain on behalf of the Issuer a deed as a result or in lieu of foreclosure, and shall not otherwise acquire possession of or title to, or commence any proceedings to acquire possession of or title to, or take any other action with respect to, any Mortgaged Property, if the HELOC Master Back-Up Servicer, the Owner Trustee or the Indenture Trustee could reasonably be considered to be a responsible party for any liability arising from the presence of any toxic or hazardous substance on the Mortgaged Property, unless the HELOC Master Servicer, the Owner Trustee or the Indenture Trustee has been indemnified to its reasonable satisfaction against such liability.