Common use of Realization Upon Defaulted Home Equity Loans; Workout of Home Equity Loans Clause in Contracts

Realization Upon Defaulted Home Equity Loans; Workout of Home Equity Loans. (a) The Servicer shall foreclose upon or otherwise comparably effect the ownership in the name of the Trustee on behalf of the Trust of Properties relating to defaulted Home Equity Loans as to which no satisfactory arrangements can be made for collection of Delinquent payments and which the Servicer has not purchased pursuant to Section 8.10(b). In connection with such foreclosure or other conversion, the Servicer shall exercise such of the rights and powers vested in it hereunder, and use the same degree of care and skill in their exercise or use, as prudent mortgage lenders would exercise or use under the circumstances in the conduct of their own affairs and consistent with the servicing standards set forth in the FNMA Guide, including, but not limited to, advancing funds for the payment of taxes, amounts due with respect to Senior Liens, and insurance premiums. Any amounts so advanced shall constitute “Servicing Advances” within the meaning of Section 8.09(b) hereof. The Servicer shall sell any REO Property within 35 months from the close of the taxable year of its acquisition by the Trust, at such price as the Servicer in good xxxxx xxxxx necessary to comply with this covenant unless the Servicer obtains for the Trustee, an Opinion of Counsel (the expense of which opinion shall be a Servicing Advance) experienced in federal income tax matters acceptable to the Trustee, addressed to the Trustee and the Servicer, to the effect that the holding by the Trust of such REO Property for any greater period will not result in the imposition of taxes on “Prohibited Transactions” of the Trust or any REMIC as defined in Section 860F of the Code or cause any REMIC to fail to qualify as a REMIC under the REMIC Provisions at any time that any Certificates are Outstanding. Notwithstanding the generality of the foregoing provisions, the Servicer shall manage, conserve, protect and operate each REO Property for the Owners solely for the purpose of its prompt disposition and sale in a manner which does not cause such REO Property to fail to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code or result in the receipt by any REMIC created hereunder of any “income from non-permitted assets” within the meaning of Section 860F(a)(2)(B) of the Code or any “net income from foreclosure property” which is subject to taxation under the REMIC Provisions. Pursuant to its efforts to sell such REO Property, the Servicer shall either itself or through an agent selected by the Servicer protect and conserve such REO Property in the same manner and to such extent as is customary in the locality where such REO Property is located and may, incident to its conservation and protection of the interests of the Owners, rent the same, or any part thereof, as the Servicer deems to be in the best interest of the Owners for the period prior to the sale of such REO Property. The Servicer shall take into account the existence of any hazardous substances, hazardous wastes or solid wastes, as such terms are defined in the Comprehensive Environmental Response Compensation and Liability Act, the Resource Conservation and Recovery Act of 1976, or other federal, state or local environmental legislation, on a Property in determining whether to foreclose upon or otherwise comparably convert the ownership of such Property. If the Servicer has actual knowledge of any environmental or hazardous waste risk with respect to the Property that the Servicer is contemplating acquiring in foreclosure or deed in lieu of foreclosure, the Servicer will cause an environmental inspection of the Property in accordance with the servicing standards set forth in this Agreement. (b) The Servicer shall determine, with respect to each defaulted Home Equity Loan, when it has recovered, whether through trustee’s sale, foreclosure sale or otherwise, all amounts it expects to recover from or on account of such defaulted Home Equity Loan, whereupon such Home Equity Loan shall become a “Liquidated Loan.” (c) The Servicer shall not agree to any modification, waiver or amendment of any provision of any Home Equity Loan unless, in the Servicer’s good faith judgment, such modification, waiver or amendment would minimize the loss that might otherwise be experienced with respect to such Home Equity Loan and only in the event of a payment default with respect to such Home Equity Loan or in the event that a payment default with respect to such Home Equity Loan is reasonably foreseeable by the Servicer; provided, however, that no such modification, waiver or amendment shall extend the maturity date of such Home Equity Loan beyond the date that is six months after the latest Final Scheduled Distribution Date of all of the Classes of Offered Certificates remaining in the Trust. Notwithstanding anything set out in this Section 8.13(c) or elsewhere in this Agreement to the contrary, the Servicer shall be permitted to modify, waive or amend any provision of a Home Equity Loan if required by statute or a court of competent jurisdiction to do so. (d) The Servicer has no intent to foreclose on any Mortgage based on the delinquency characteristics as of the Startup Day; provided, that the foregoing does not prevent the Servicer from initiating foreclosure proceedings on any date hereafter if the facts and circumstances of such Mortgage including delinquency characteristics in the Servicer’s discretion so warrant such action.

Realization Upon Defaulted Home Equity Loans; Workout of Home Equity Loans. (a) The Servicer shall foreclose upon or otherwise comparably effect the ownership in the name of the Trustee on behalf of the Trust of Properties relating to defaulted Home Equity Loans as to which no satisfactory arrangements can be made for collection of Delinquent payments and which the Servicer has not purchased pursuant to Section 8.10(b). In connection with such foreclosure or other conversion, the Servicer shall exercise such of the rights and powers vested in it hereunder, and use the same degree of care and skill in their exercise or use, as prudent mortgage lenders would exercise or use under the circumstances in the conduct of their own affairs and consistent with the servicing standards set forth in the FNMA Guide, including, but not limited to, advancing funds for the payment of taxes, amounts due with respect to Senior Liens, and insurance premiums. Any amounts so advanced shall constitute “Servicing Advances” within the meaning of Section 8.09(b) hereof. The Servicer shall sell any REO Property within 35 months from the close of the taxable year of its acquisition by the Trust, at such price as the Servicer in good xxxxx xxxxx necessary to comply with this covenant unless the Servicer obtains for the Trustee, an Opinion of Counsel (the expense of which opinion shall be a Servicing Advance) experienced in federal income tax matters acceptable to the Trustee, addressed to the Trustee and the Servicer, to the effect that the holding by the Trust of such REO Property for any greater period will not result in the imposition of taxes on “Prohibited Transactions” of the Trust or any REMIC as defined in Section 860F of the Code or cause any REMIC to fail to qualify as a REMIC under the REMIC Provisions at any time that any Certificates are Outstanding. Notwithstanding the generality of the foregoing provisions, the Servicer shall manage, conserve, protect and operate each REO Property for the Owners solely for the purpose of its prompt disposition and sale in a manner which does not cause such REO Property to fail to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code or result in the receipt by any REMIC created hereunder of any “income from non-permitted assets” within the meaning of Section 860F(a)(2)(B) of the Code or any “net income from foreclosure property” which is subject to taxation under the REMIC Provisions. Pursuant to its efforts to sell such REO Property, the Servicer shall either itself or through an agent selected by the Servicer protect and conserve such REO Property in the same manner and to such extent as is customary in the locality where such REO Property is located and may, incident to its conservation and protection of the interests of the Owners, rent the same, or any part thereof, as the Servicer deems to be in the best interest of the Owners for the period prior to the sale of such REO Property. The Servicer shall take into account the existence of any hazardous substances, hazardous wastes or solid wastes, as such terms are defined in the Comprehensive Environmental Response Compensation and Liability Act, the Resource Conservation and Recovery Act of 1976, or other federal, state or local environmental legislation, on a Property in determining whether to foreclose upon or otherwise comparably convert the ownership of such Property. If the Servicer has actual knowledge of any environmental or hazardous waste risk with respect to the Property that the Servicer is contemplating acquiring in foreclosure or deed in lieu of foreclosure, the Servicer will cause an environmental inspection of the Property in accordance with the servicing standards set forth in this Agreement. (b) The Servicer shall determine, with respect to each defaulted Home Equity Loan, when it has recovered, whether through trustee’s sale, foreclosure sale or otherwise, all amounts it expects to recover from or on account of such defaulted Home Equity Loan, whereupon such Home Equity Loan shall become a “Liquidated Loan” and the Servicer shall promptly submit a liquidation report to the Trustee in substantially the form of Exhibit N hereto, provided that such form is acceptable to the Trustee.” (c) The Servicer shall not agree to any modification, waiver or amendment of any provision of any Home Equity Loan unless, in the Servicer’s good faith judgment, such modification, waiver or amendment would minimize the loss that might otherwise be experienced with respect to such Home Equity Loan and only in the event of a payment default with respect to such Home Equity Loan or in the event that a payment default with respect to such Home Equity Loan is reasonably foreseeable by the Servicer; provided, however, that no such modification, waiver or amendment shall extend the maturity date of such Home Equity Loan beyond the date that is six months after the latest Final Scheduled Distribution Date of all of the Classes of Offered Certificates remaining in the Trust. Notwithstanding anything set out in this Section 8.13(c) or elsewhere in this Agreement to the contrary, the Servicer shall be permitted to modify, waive or amend any provision of a Home Equity Loan if required by statute or a court of competent jurisdiction to do so. (d) The Servicer has no intent to foreclose on any Mortgage based on the delinquency characteristics as of the Startup Day; provided, that the foregoing does not prevent the Servicer from initiating foreclosure proceedings on any date hereafter if the facts and circumstances of such Mortgage including delinquency characteristics in the Servicer’s discretion so warrant such action.

Realization Upon Defaulted Home Equity Loans; Workout of Home Equity Loans. (a) The Servicer shall foreclose upon or otherwise comparably effect the ownership in the name of the Trustee on behalf of the Trust of Properties relating to defaulted Home Equity Loans as to which no satisfactory arrangements can be made for collection of Delinquent payments and which the Servicer has not purchased pursuant to Section 8.10(b). In connection with such foreclosure or other conversion, the Servicer shall exercise such of the rights and powers vested in it hereunder, and use the same degree of care and skill in their exercise or use, as prudent mortgage lenders would exercise or use under the circumstances in the conduct of their own affairs and consistent with the servicing standards set forth in the FNMA Guide, including, but not limited to, advancing funds for the payment of taxes, amounts due with respect to Senior Liens, and insurance premiums. Any amounts so advanced shall constitute “"Servicing Advances” " within the meaning of Section 8.09(b) hereof. The Servicer shall sell any REO Property within 35 months from the close of the taxable year of its acquisition by the Trust, at such price as the Servicer in good xxxxx xxxxx necessary to comply with this covenant unless the Servicer obtains for the Certificate Insurer and the Trustee, an Opinion of Counsel (the expense of which opinion shall be a Servicing Advance) experienced in federal income tax matters acceptable to the Certificate Insurer and the Trustee, addressed to the Certificate Insurer, the Trustee and the Servicer, to the effect that the holding by the Trust of such REO Property for any greater period will not result in the imposition of taxes on “"Prohibited Transactions” " of the Trust or any the REMIC Estate as defined in Section 860F of the Code or cause any the REMIC Estate to fail to qualify as a REMIC under the REMIC Provisions at any time that any Certificates are Outstanding. Notwithstanding the generality of the foregoing provisions, the Servicer shall manage, conserve, protect and operate each REO Property for the Owners solely for the purpose of its prompt disposition and sale in a manner which does not cause such REO Property to fail to qualify as “"foreclosure property” property within the meaning of Section 860G(a)(8) of the Code or result in the receipt by any the REMIC created hereunder of any “"income from non-permitted assets” " within the meaning of Section 860F(a)(2)(B) of the Code or any “"net income from foreclosure property” " which is subject to taxation under the REMIC Provisions. Pursuant to its efforts to sell such REO Property, the Servicer shall either itself or through an agent selected by the Servicer protect and conserve such REO Property in the same manner and to such extent as is customary in the locality where such REO Property is located and may, incident to its conservation and protection of the interests of the Owners, rent the same, or any part thereof, as the Servicer deems to be in the best interest of the Owners for the period prior to the sale of such REO Property. The Servicer shall take into account the existence of any hazardous substances, hazardous wastes or solid wastes, as such terms are defined in the Comprehensive Environmental Response Compensation and Liability Act, the Resource Conservation and Recovery Act of 1976, or other federal, state or local environmental legislation, on a Property in determining whether to foreclose upon or otherwise comparably convert the ownership of such Property. If the Servicer has actual knowledge of any environmental or hazardous waste risk with respect to the Property that the Servicer is contemplating acquiring in foreclosure or deed in lieu of foreclosure, the Servicer will cause an environmental inspection of the Property in accordance with the servicing standards set forth in this Agreement. The Servicer shall not take any such action with respect to any Property known by the Servicer to contain such wastes or substances or to be within one mile of the site of such wastes or substances, without the prior written consent of the Certificate Insurer. (b) The Servicer shall determine, with respect to each defaulted Home Equity Loan, when it has recovered, whether through trustee’s 's sale, foreclosure sale or otherwise, all amounts it expects to recover from or on account of such defaulted Home Equity Loan, whereupon such Home Equity Loan shall become a “"Liquidated Loan" and the Servicer shall promptly submit a liquidation report to the Certificate Insurer in form acceptable to the Certificate Insurer.” (c) The Servicer shall not agree to any modification, waiver or amendment of any provision of any Home Equity Loan unless, in the Servicer’s 's good faith judgment, such modification, waiver or amendment would minimize the loss that might otherwise be experienced with respect to such Home Equity Loan and only in the event of a payment default with respect to such Home Equity Loan or in the event that a payment default with respect to such Home Equity Loan is reasonably foreseeable by the Servicer; provided, however, that no such modification, waiver or amendment shall extend the maturity date of such Home Equity Loan beyond the date that is six months after Remittance Period related to the Final Scheduled Payment Date of the latest Final Scheduled Distribution Date Class of all of the Classes of Offered Class A Certificates remaining in the Trust. Notwithstanding anything set out in this Section 8.13(c) or elsewhere in this Agreement to the contrary, the Servicer shall be permitted to modify, waive or amend any provision of a Home Equity Loan if required by statute or a court of competent jurisdiction to do so. (d) The Servicer has no intent to foreclose on any Mortgage based on the delinquency characteristics as of the Startup Day; provided, that the foregoing does not prevent the Servicer from initiating foreclosure proceedings on any date hereafter if the facts and circumstances of such Mortgage including delinquency characteristics in the Servicer’s 's discretion so warrant such action.

Realization Upon Defaulted Home Equity Loans; Workout of Home Equity Loans. (a) The Servicer shall foreclose upon or otherwise comparably effect the ownership in the name of the Trustee on behalf of the Trust of Properties relating to defaulted Home Equity Loans as to which no satisfactory arrangements can be made for collection of Delinquent payments and which the Servicer has not purchased pursuant to Section 8.10(b). In connection with such foreclosure or other conversion, the Servicer shall exercise such of the rights and powers vested in it hereunder, and use the same degree of care and skill in their exercise or use, as prudent mortgage lenders would exercise or use under the circumstances in the conduct of their own affairs and consistent with the servicing standards set forth in the FNMA Guide, including, but not limited to, advancing funds for the payment of taxes, amounts due with respect to Senior Liens, and insurance premiums. Any amounts so advanced shall constitute “"Servicing Advances” " within the meaning of Section 8.09(b) hereof. The Servicer shall sell any REO Property within 35 months from the close of the taxable year of its acquisition by the Trust, at such price as the Servicer in good xxxxx xxxxx necessary to comply with this covenant unless the Servicer obtains for the Certificate Insurer and the Trustee, an Opinion of Counsel (the expense of which opinion shall be a Servicing Advance) experienced in federal income tax matters acceptable to the Certificate Insurer and the Trustee, addressed to the Certificate Insurer, the Trustee and the Servicer, to the effect that the holding by the Trust of such REO Property for any greater period will not result in the imposition of taxes on “"Prohibited Transactions” " of the Trust or any either REMIC as defined in Section 860F of the Code or cause any either REMIC to fail to qualify as a REMIC under the REMIC Provisions at any time that any Certificates are Outstanding. Notwithstanding the generality of the foregoing provisions, the Servicer shall manage, conserve, protect and operate each REO Property for the Owners solely for the purpose of its prompt disposition and sale in a manner which does not cause such REO Property to fail to qualify as “"foreclosure property” property within the meaning of Section 860G(a)(8) of the Code or result in the receipt by any either REMIC created hereunder of any “"income from non-permitted assets” " within the meaning of Section 860F(a)(2)(B) of the Code or any “"net income from foreclosure property” " which is subject to taxation under the REMIC Provisions. Pursuant to its efforts to sell such REO Property, the Servicer shall either itself or through an agent selected by the Servicer protect and conserve such REO Property in the same manner and to such extent as is customary in the locality where such REO Property is located and may, incident to its conservation and protection of the interests of the Owners, rent the same, or any part thereof, as the Servicer deems to be in the best interest of the Owners for the period prior to the sale of such REO Property. The Servicer shall take into account the existence of any hazardous substances, hazardous wastes or solid wastes, as such terms are defined in the Comprehensive Environmental Response Compensation and Liability Act, the Resource Conservation and Recovery Act of 1976, or other federal, state or local environmental legislation, on a Property in determining whether to foreclose upon or otherwise comparably convert the ownership of such Property. If the Servicer has actual knowledge of any environmental or hazardous waste risk with respect to the Property that the Servicer is contemplating acquiring in foreclosure or deed in lieu of foreclosure, the Servicer will cause an environmental inspection of the Property in accordance with the servicing standards set forth in this Agreement. The Servicer shall not take any such action with respect to any Property known by the Servicer to contain such wastes or substances or to be within one mile of the site of such wastes or substances, without the prior written consent of the Certificate Insurer. (b) The Servicer shall determine, with respect to each defaulted Home Equity Loan, when it has recovered, whether through trustee’s 's sale, foreclosure sale or otherwise, all amounts it expects to recover from or on account of such defaulted Home Equity Loan, whereupon such Home Equity Loan shall become a “"Liquidated Loan" and the Servicer shall promptly submit a liquidation report to the Certificate Insurer in form acceptable to the Certificate Insurer.” (c) The Servicer shall not agree to any modification, waiver or amendment of any provision of any Home Equity Loan unless, in the Servicer’s 's good faith judgment, such modification, waiver or amendment would minimize the loss that might otherwise be experienced with respect to such Home Equity Loan and only in the event of a payment default with respect to such Home Equity Loan or in the event that a payment default with respect to such Home Equity Loan is reasonably foreseeable by the Servicer; providedPROVIDED, howeverHOWEVER, that no such modification, waiver or amendment shall extend the maturity date of such Home Equity Loan beyond the date that is six months after Remittance Period related to the latest Final Scheduled Distribution Date of all the latest Class of the Classes of Offered Class A Certificates remaining in the Trust. Notwithstanding anything set out in this Section 8.13(c) or elsewhere in this Agreement to the contrary, the Servicer shall be permitted to modify, waive or amend any provision of a Home Equity Loan if required by statute or a court of competent jurisdiction to do so. (d) The Servicer has no intent to foreclose on any Mortgage based on the delinquency characteristics as of the Startup Day; provided, that the foregoing does not prevent the Servicer from initiating foreclosure proceedings on any date hereafter if the facts and circumstances of such Mortgage including delinquency characteristics in the Servicer’s 's discretion so warrant such action.

Realization Upon Defaulted Home Equity Loans; Workout of Home Equity Loans. (a) The Servicer shall foreclose upon or otherwise comparably effect the ownership in the name of the Indenture Trustee on behalf of the Trust of Properties relating to defaulted Home Equity Loans as to which no satisfactory arrangements can be made for collection of Delinquent payments and which the Servicer has not purchased pursuant to Section 8.10(b4.10(b). In connection with such foreclosure or other conversion, the Servicer shall exercise such of the rights and powers vested in it hereunder, and use the same degree of care and skill in their exercise or use, as prudent mortgage lenders would exercise or use under the circumstances in the conduct of their own affairs and consistent with the servicing standards set forth in the FNMA Xxxxxx Xxx Guide, including, but not limited to, advancing funds for the payment of taxes, amounts amount due with respect to Senior Liens, senior liens loans and insurance premiums. Any amounts so advanced shall constitute “"Servicing Advances” " within the meaning of Section 8.09(b4.09(b) hereof. The Servicer shall sell any REO Property within 35 months from the close of the taxable year of its acquisition by the Trust, at such price as the Servicer in good xxxxx xxxxx necessary to comply with this covenant unless the Servicer obtains for the Note Insurer and the Indenture Trustee, an Opinion opinion of Counsel counsel (the expense of which opinion shall be a Servicing Advance) experienced in federal income tax matters acceptable to the Note Insurer and the Indenture Trustee, addressed to the Note Insurer, the Indenture Trustee and the Servicer, to the effect that the holding by the Trust of such REO Property for any greater period will not result in the imposition of taxes on “Prohibited Transactions” of the Trust or any REMIC as defined in Section 860F of the Code or cause any REMIC to fail to qualify as a REMIC under the REMIC Provisions at any time that any Certificates are Outstanding. Notwithstanding the generality of the foregoing provisions, the Servicer shall manage, conserve, protect and operate each REO Property for the Owners solely for the purpose of its prompt disposition and sale in a manner which does not cause such REO Property to fail to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code or result in the receipt by any REMIC created hereunder of any “income from non-permitted assets” within the meaning of Section 860F(a)(2)(B) of the Code or any “net income from foreclosure property” which is subject to taxation under the REMIC ProvisionsTrust. Pursuant to its efforts to sell such REO Property, the Servicer shall either itself or through an agent selected by the Servicer protect and conserve such REO Property in the same manner and to such extent as is customary in the locality where such REO Property is located and may, incident to its conservation and protection of the interests of the Owners, rent the same, or any part thereof, as the Servicer deems to be in the best interest of the Owners for the period prior to the sale of such REO Property. The Servicer shall take into account the existence of any hazardous substances, hazardous wastes or solid wastes, as such terms are defined in the Comprehensive Environmental Response Compensation and Liability Act, the Resource Conservation and Recovery Act of 1976, or other federal, state or local environmental legislation, on a Property in determining whether to foreclose upon or otherwise comparably convert the ownership of such Property. If the The Servicer has actual knowledge of shall not take any environmental or hazardous waste risk such action with respect to the any Property that known by the Servicer is contemplating acquiring in foreclosure to contain such wastes or deed in lieu of foreclosure, the Servicer will cause an environmental inspection substances or to be within one mile of the Property in accordance with site of such wastes or substances, without the servicing standards set forth in this Agreementprior written consent of the Note Insurer. (b) The Servicer shall determine, with respect to each defaulted Home Equity LoanLoan and in accordance with the procedures set forth in the Xxxxxx Xxx Guide, when it has recovered, whether through trustee’s 's sale, foreclosure sale or otherwise, all amounts it expects to recover from or on account of such defaulted Home Equity Loan, whereupon such Home Equity Loan shall become a “"Liquidated Loan" and the Servicer shall promptly submit a Liquidation Report (as defined in the Insurance Agreement) to the Note Insurer.” (c) The Servicer shall not agree to any modification, waiver or amendment of any provision of any Home Equity Loan unless, in the Servicer’s 's good faith judgment, such modification, waiver or amendment would minimize the loss that might otherwise be experienced with respect to such Home Equity Loan and only in the event of a payment default with respect to such Home Equity Loan or in the event that a payment default with respect to such Home Equity Loan is reasonably foreseeable by the Servicerimminent; provided, however, that no such modification, waiver or amendment shall extend the maturity date of such Home Equity Loan beyond the date that is six months after Remittance Period related to the latest Final Scheduled Distribution Date of all of the Classes of Offered Certificates remaining in the TrustPayment Date. Notwithstanding anything set out in this Section 8.13(c4.13(c) or elsewhere in this Agreement to the contrary, the Servicer shall be permitted to modify, waive or amend any provision of a Home Equity Loan if required by statute or a court of competent jurisdiction to do so. (d) The Servicer shall provide written notice to the Indenture Trustee and the Note Insurer prior to the execution of any modification, waiver or amendment of any provision of any Home Equity Loan; provided that if the Note Insurer does not object in writing to the modification, waiver or amendment specified in such notice within 5 Business Days after its receipt thereof, the Servicer may effectuate such modification, waiver or amendment and shall deliver to the Custodian, on behalf of the Indenture Trustee for deposit in the related File, an original counterpart of the agreement relating to such modification, waiver or amendment, promptly following the execution thereof. (e) The Servicer has no intent to foreclose on any Mortgage based on the delinquency characteristics as of the Startup DayClosing Date; provided, that the foregoing does not prevent the Servicer from initiating foreclosure proceedings on any date hereafter if the facts and circumstances of such Mortgage including delinquency characteristics in the Servicer’s 's discretion so warrant such action.

Realization Upon Defaulted Home Equity Loans; Workout of Home Equity Loans. (a) The Servicer shall foreclose upon or otherwise comparably effect the ownership in the name of the Trustee on behalf of the Trust of Properties relating to defaulted Home Equity Loans as to which no satisfactory arrangements can be made for collection of Delinquent payments and which the Servicer has not purchased pursuant to Section 8.10(b). In connection with such foreclosure or other conversion, the Servicer shall exercise such of the rights and powers vested in it hereunder, and use the same degree of care and skill in their exercise or use, as prudent mortgage lenders would exercise or use under the circumstances in the conduct of their own affairs and consistent with the servicing standards set forth in the FNMA Fannie Mae Guide, including, but not limited to, advancing funds for the payment txx xxxmxxx of taxes, amounts due with respect to Senior Liens, and insurance premiums. Any amounts so advanced shall constitute “"Servicing Advances” " within the meaning of Section 8.09(b) hereof. The Servicer shall sell any REO Property within 35 months from the close of the taxable year of its acquisition by the Trust, at such price as the Servicer in good xxxxx xxxxx faith deems necessary to comply with this covenant unless the Servicer obtains for xxxxxxx xxr the Trustee, an Opinion opinion of Counsel counsel (the expense of which opinion shall be a Servicing Advance) experienced in federal income tax matters acceptable to the Trustee, addressed to the Trustee and the Servicer, to the effect that the holding by the Trust of such REO Property for any greater period will not result in the imposition of taxes on “"Prohibited Transactions” " of the Trust or any REMIC therein as defined in Section 860F of the Code or cause any either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC under the REMIC Provisions at any time that any Certificates are Outstandingoutstanding. Notwithstanding the generality of the foregoing provisions, the Servicer shall manage, conserve, protect and operate each REO Property for the Owners solely for the purpose of its prompt disposition and sale in a manner which does not cause such REO Property to fail to qualify as “"foreclosure property” " within the meaning of Section 860G(a)(8) of the Code or result in the receipt by any the Lower-Tier REMIC created hereunder or the Upper-Tier REMIC of any “"income from non-permitted assets” " within the meaning of Section 860F(a)(2)(B) of the Code or any “"net income from foreclosure property” " which is subject to taxation under the REMIC Provisions. Pursuant to its efforts to sell such REO Property, the Servicer shall either itself or through an agent selected by the Servicer protect and conserve such REO Property in the same manner and to such extent as is customary in the locality where such REO Property is located and may, incident to its conservation and protection of the interests of the Owners, rent the same, or any part thereof, as the Servicer deems to be in the best interest of the Owners for the period prior to the sale of such REO Property. The Servicer shall take into account the existence of any hazardous substances, hazardous wastes or solid wastes, as such terms are defined in the Comprehensive Environmental Response Compensation and Liability Act, the Resource Conservation and Recovery Act of 1976, or other federal, state or local environmental legislation, on a Property in determining whether to foreclose upon or otherwise comparably convert the ownership of such Property. If the Servicer has actual knowledge of any environmental or hazardous waste risk with respect to the Property that the Servicer is contemplating acquiring in foreclosure or deed in lieu of foreclosure, the Servicer will cause an environmental inspection of the Property in accordance with the servicing standards set forth in this Agreement. (b) The Servicer shall determine, with respect to each defaulted Home Equity LoanLoan and in accordance with the procedures set forth in the Fannie Mae Guide, when it has recovered, whether through trustee’s 's sale, foreclosure sale or otherwise, all amounts it expects to recover from or on account of such defaulted Home Equity Loan, whereupon such Home Equity Loan shall become a “"Liquidated Loan.”" (c) The Servicer shall not agree to any modification, waiver or amendment of any provision of any Home Equity Loan unless, in the Servicer’s 's good faith judgment, such modification, waiver or amendment would minimize the loss that might otherwise be experienced with respect to such Home Equity Loan and only in the event of a payment default with respect to such Home Equity Loan or in the event that a payment default with respect to such Home Equity Loan is reasonably foreseeable by the Servicerimminent; provided, however, that no such modification, waiver or amendment shall extend the maturity date of such Home Equity Loan beyond the date that is six months after Remittance Period related to the final scheduled Payment Date of the latest Final Scheduled Distribution Date of all of the Classes Class of Offered Certificates remaining in the Trust. Notwithstanding anything set out in this Section 8.13(c) or elsewhere in this Agreement to the contrary, the Servicer shall be permitted to modify, waive or amend any provision of a Home Equity Loan if required by statute or a court of competent jurisdiction to do so. (d) The Servicer shall provide written notice to the Trustee prior to the execution of any modification, waiver or amendment of any provision of any Home Equity Loan and after the Servicer effectuates such modification, waiver or amendment it shall deliver to the Custodian, on behalf of the Trustee for deposit in the related File, an original counterpart of the agreement relating to such modification, waiver or amendment, promptly following the execution thereof. (e) The Servicer has no intent to foreclose on any Mortgage based on the delinquency characteristics as of the Startup Day; provided, that the foregoing does not prevent the Servicer from initiating foreclosure proceedings on any date hereafter if the facts and circumstances of such Mortgage including delinquency characteristics in the Servicer’s 's discretion so warrant such action.

Realization Upon Defaulted Home Equity Loans; Workout of Home Equity Loans. (a) The Servicer shall foreclose upon or otherwise comparably effect the ownership in the name of the Indenture Trustee on behalf of the Trust Issuer of Properties relating to defaulted Home Equity Loans as to which no satisfactory arrangements can be made for collection of Delinquent payments and which the Servicer has not purchased pursuant to Section 8.10(b7.10(b). In connection with such foreclosure or other conversion, the Servicer shall exercise such of the rights and powers vested in it hereunder, and use the same degree of care and skill in their exercise or use, as prudent mortgage lenders would exercise or use under the circumstances in the conduct of their own affairs and consistent with the servicing standards set forth in the FNMA Guide, including, but not limited to, advancing funds for the payment of taxes, amounts due with respect to Senior Liens, and insurance premiums. Any amounts so advanced shall constitute “"Servicing Advances” " within the meaning of Section 8.09(b7.09(b) hereof. The Servicer shall sell any REO Property within 35 months from the close of the taxable year of its acquisition by the Trust, at such price as the Servicer in good xxxxx xxxxx necessary to comply with this covenant unless the Servicer obtains for the Trustee, an Opinion of Counsel (the expense of which opinion shall be a Servicing Advance) experienced in federal income tax matters acceptable to the Trustee, addressed to the Trustee and the Servicer, to the effect that the holding by the Trust of such REO Property for any greater period will not result in the imposition of taxes on “Prohibited Transactions” of the Trust or any REMIC as defined in Section 860F of the Code or cause any REMIC to fail to qualify as a REMIC under the REMIC Provisions at any time that any Certificates are Outstanding. Notwithstanding the generality of the foregoing provisions, the Servicer shall manage, conserve, protect and operate each REO Property for the Owners solely for the purpose of its prompt disposition and sale in a manner which does not cause such REO Property to fail to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code or result in the receipt by any REMIC created hereunder of any “income from non-permitted assets” within the meaning of Section 860F(a)(2)(B) of the Code or any “net income from foreclosure property” which is subject to taxation under the REMIC Provisions. Pursuant to its efforts to sell such REO Property, the Servicer shall either itself or through an agent selected by the Servicer protect and conserve such REO Property in the same manner and to such extent as is customary in the locality where such REO Property is located and may, incident to its conservation and protection of the interests of the Owners, rent the same, or any part thereof, as the Servicer deems to be in the best interest of the Owners for the period prior to the sale of such REO Property. The Servicer shall take into account the existence of any hazardous substances, hazardous wastes or solid wastes, as such terms are defined in the Comprehensive Environmental Response Compensation and Liability Act, the Resource Conservation and Recovery Act of 1976, or other federal, state or local environmental legislation, on a Property in determining whether to foreclose upon or otherwise comparably convert the ownership of such Property. If the The Servicer has actual knowledge of shall not take any environmental or hazardous waste risk such action with respect to the any Property that known by the Servicer is contemplating acquiring in foreclosure to contain such wastes or deed in lieu of foreclosure, the Servicer will cause an environmental inspection substances or to be within one mile of the Property in accordance with site of such wastes or substances, without the servicing standards set forth in this Agreementprior written consent of the Note Insurer. (b) The Servicer shall determine, with respect to each defaulted Home Equity LoanLoan and in accordance with the procedures set forth in the FNMA Guide, when it has recovered, whether through trustee’s 's sale, foreclosure sale or otherwise, all amounts it expects to recover from or on account of such defaulted Home Equity Loan, whereupon such Home Equity Loan shall become a “"Liquidated Loan" and the Servicer shall promptly submit a Liquidation Report (as defined in the Insurance Agreement) to the Note Insurer.” (c) The Servicer shall not agree to any modification, waiver or amendment of any provision of any Home Equity Loan unless, in the Servicer’s 's good faith judgment, such modification, waiver or amendment would minimize the loss that might otherwise be experienced with respect to such Home Equity Loan and only in the event of a payment default with respect to such Home Equity Loan or in the event that a payment default with respect to such Home Equity Loan is reasonably foreseeable by the Servicer; provided, however, that no such modification, waiver or amendment shall extend the maturity date of such Home Equity Loan beyond the date that is six months after Remittance Period related to the latest Final Scheduled Distribution Payment Date of all of the Classes of Offered Certificates remaining in the TrustNotes. Notwithstanding anything set out in this Section 8.13(c7.13(c) or elsewhere in this Agreement Indenture to the contrary, the Servicer shall be permitted to modify, waive or amend any provision of a Home Equity Loan if required by statute or a court of competent jurisdiction to do so. (d) The Servicer shall provide written notice to the Indenture Trustee and the Note Insurer prior to the execution of any modification, waiver or amendment of any provision of any Home Equity Loan; provided that if the Note Insurer does not object in writing to the modification, waiver or amendment specified in such notice within 5 Business Days after its receipt thereof, the Servicer may effectuate such modification, waiver or amendment and shall deliver to the Custodian, on behalf of the Indenture Trustee for deposit in the related File, an original counterpart of the agreement relating to such modification, waiver or amendment, promptly following the execution thereof. (e) The Servicer has no intent to foreclose on any Mortgage based on the delinquency characteristics as of the Startup Day; provided, that the foregoing does not prevent the Servicer from initiating foreclosure proceedings on any date hereafter if the facts and circumstances of such Mortgage including delinquency characteristics in the Servicer’s 's discretion so warrant such action.

Realization Upon Defaulted Home Equity Loans; Workout of Home Equity Loans. (a) The Servicer shall foreclose upon or otherwise comparably effect the ownership in the name of the Trustee on behalf of the Trust of Properties relating to defaulted Home Equity Loans as to which no satisfactory arrangements can be made for collection of Delinquent payments and which the Servicer has not purchased pursuant to Section 8.10(b). In connection with such foreclosure or other conversion, the Servicer shall exercise such of the rights and powers vested in it hereunder, and use the same degree of care and skill in their exercise or use, as prudent mortgage lenders would exercise or use under the circumstances in the conduct of their own affairs and consistent with the servicing standards set forth in the FNMA FannieMae Guide, including, but not limited to, advancing funds for the payment of taxes, amounts due with respect to Senior Liens, and insurance premiums. Any amounts so advanced shall constitute “"Servicing Advances” " within the meaning of Section 8.09(b) hereof. The Servicer shall sell any REO Property within 35 23 months from the close of the taxable year of its acquisition by the Trust, at such price as the Servicer in good xxxxx xxxxx necessary to comply with this covenant unless the Servicer obtains for the Trustee, an Opinion opinion of Counsel counsel (the expense of which opinion shall be a Servicing Advance) experienced in federal income tax matters acceptable to the Trustee, addressed to the Trustee and the Servicer, to the effect that the holding by the Trust of such REO Property for any greater period will not result in the imposition of taxes on “"Prohibited Transactions” " of the Trust or any the REMIC Estate as defined in Section 860F of the Code or cause any the REMIC Estate to fail to qualify as a REMIC under the REMIC Provisions at any time that any Certificates are Outstandingoutstanding. Notwithstanding the generality of the foregoing provisions, the Servicer shall manage, conserve, protect and operate each REO Property for the Owners solely for the purpose of its prompt disposition and sale in a manner which does not cause such REO Property to fail to qualify as “"foreclosure property” " within the meaning of Section 860G(a)(8) of the Code or result in the receipt by any the REMIC created hereunder of any “"income from non-permitted assets” " within the meaning of Section 860F(a)(2)(B) of the Code or any “"net income from foreclosure property” " which is subject to taxation under the REMIC Provisions. Pursuant to its efforts to sell such REO Property, the Servicer shall either itself or through an agent selected by the Servicer protect and conserve such REO Property in the same manner and to such extent as is customary in the locality where such REO Property is located and may, incident to its conservation and protection of the interests of the Owners, rent the same, or any part thereof, as the Servicer deems to be in the best interest of the Owners for the period prior to the sale of such REO Property. The Servicer shall take into account the existence of any hazardous substances, hazardous wastes or solid wastes, as such terms are defined in the Comprehensive Environmental Response Compensation and Liability Act, the Resource Conservation and Recovery Act of 1976, or other federal, state or local environmental legislation, on a Property in determining whether to foreclose upon or otherwise comparably convert the ownership of such Property. If the Servicer has actual knowledge of any environmental or hazardous waste risk with respect to the Property that the Servicer is contemplating acquiring in foreclosure or deed in lieu of foreclosure, the Servicer will cause an environmental inspection of the Property in accordance with the servicing standards set forth in this Agreement. (b) The Servicer shall determine, with respect to each defaulted Home Equity LoanLoan and in accordance with the procedures set forth in the FannieMae Guide, when it has recovered, whether through trustee’s 's sale, foreclosure sale or otherwise, all amounts it expects to recover from or on account of such defaulted Home Equity Loan, whereupon such Home Equity Loan shall become a “"Liquidated Loan.”" (c) The Servicer shall not agree to any modification, waiver or amendment of any provision of any Home Equity Loan unless, in the Servicer’s 's good faith judgment, such modification, waiver or amendment would minimize the loss that might otherwise be experienced with respect to such Home Equity Loan and only in the event of a payment default with respect to such Home Equity Loan or in the event that a payment default with respect to such Home Equity Loan is reasonably foreseeable by the Servicer; provided, however, that no such modification, waiver or amendment shall extend the maturity date of such Home Equity Loan beyond the date that is six months after Remittance Period related to the final scheduled Payment Date of the latest Final Scheduled Distribution Date of all of the Classes Class of Offered Certificates remaining in the Trust. Notwithstanding anything set out in this Section 8.13(c) or elsewhere in this Agreement to the contrary, the Servicer shall be permitted to modify, waive or amend any provision of a Home Equity Loan if required by statute or a court of competent jurisdiction to do so. (d) The Servicer shall provide written notice to the Trustee prior to the execution of any modification, waiver or amendment of any provision of any Home Equity Loan and after the Servicer effectuates such modification, waiver or amendment it shall deliver to the Custodian, on behalf of the Trustee for deposit in the related File, an original counterpart of the agreement relating to such modification, waiver or amendment, promptly following the execution thereof. (e) The Servicer has no intent to foreclose on any Mortgage based on the delinquency characteristics as of the Startup Day; provided, that the foregoing does not prevent the Servicer from initiating foreclosure proceedings on any date hereafter if the facts and circumstances of such Mortgage including delinquency characteristics in the Servicer’s 's discretion so warrant such action.

Realization Upon Defaulted Home Equity Loans; Workout of Home Equity Loans. (a) The Servicer shall foreclose upon or otherwise comparably effect the ownership in the name of the Trustee on behalf of the Trust of Properties relating to defaulted Home Equity Loans as to which no satisfactory arrangements can be made for collection of Delinquent payments and which the Servicer has not purchased pursuant to Section 8.10(b). In connection with such foreclosure or other conversion, the Servicer shall exercise such of the rights and powers vested in it hereunder, and use the same degree of care and skill in their exercise or use, as prudent mortgage lenders would exercise or use under the circumstances in the conduct of their own affairs and consistent with the servicing standards set forth in the FNMA Guide, including, but not limited to, advancing funds for the payment of taxes, amounts due with respect to Senior Liens, and insurance premiums. Any amounts so advanced shall constitute “"Servicing Advances” " within the meaning of Section 8.09(b) hereof. The Servicer shall sell any REO Property within 35 months from the close of the taxable year of its acquisition by the Trust, at such price as the Servicer in good xxxxx xxxxx necessary to comply with this covenant unless the Servicer obtains for the Certificate Insurer and the Trustee, an Opinion of Counsel (the expense of which opinion shall be a Servicing Advance) experienced in federal income tax matters acceptable to the Certificate Insurer and the Trustee, addressed to the Certificate Insurer, the Trustee and the Servicer, to the effect that the holding by the Trust of such REO Property for any greater period will not result in the imposition of taxes on “"Prohibited Transactions” " of the Trust or any either REMIC as defined in Section 860F of the Code or cause any either REMIC to fail to qualify as a REMIC under the REMIC Provisions at any time that any Certificates are Outstanding. Notwithstanding the generality of the foregoing provisions, the Servicer shall manage, conserve, protect and operate each REO Property for the Owners solely for the purpose of its prompt disposition and sale in a manner which does not cause such REO Property to fail to qualify as “"foreclosure property” " within the meaning of Section 860G(a)(8) of the Code or result in the receipt by any either REMIC created hereunder of any “"income from non-permitted assets” " within the meaning of Section 860F(a)(2)(B) of the Code or any “"net income from foreclosure property” " which is subject to taxation under the REMIC Provisions. Pursuant to its efforts to sell such REO Property, the Servicer shall either itself or through an agent selected by the Servicer protect and conserve such REO Property in the same manner and to such extent as is customary in the locality where such REO Property is located and may, incident to its conservation and protection of the interests of the Owners, rent the same, or any part thereof, as the Servicer deems to be in the best interest of the Owners for the period prior to the sale of such REO Property. The Servicer shall take into account the existence of any hazardous substances, hazardous wastes or solid wastes, as such terms are defined in the Comprehensive Environmental Response Compensation and Liability Act, the Resource Conservation and Recovery Act of 1976, or other federal, state or local environmental legislation, on a Property in determining whether to foreclose upon or otherwise comparably convert the ownership of such Property. If the Servicer has actual knowledge of any environmental or hazardous waste risk with respect to the Property that the Servicer is contemplating acquiring in foreclosure or deed in lieu of foreclosure, the Servicer will cause an environmental inspection of the Property in accordance with the servicing standards set forth in this Agreement. The Servicer shall not take any such action with respect to any Property known by the Servicer to contain such wastes or substances or to be within one mile of the site of such wastes or substances, without the prior written consent of the Certificate Insurer. (b) The Servicer shall determine, with respect to each defaulted Home Equity Loan, when it has recovered, whether through trustee’s 's sale, foreclosure sale or otherwise, all amounts it expects to recover from or on account of such defaulted Home Equity Loan, whereupon such Home Equity Loan shall become a “"Liquidated Loan" and the Servicer shall promptly submit a liquidation report to the Certificate Insurer in substantially the form of Exhibit N hereto, provided that such form is acceptable to the Certificate Insurer.” (c) The Servicer shall not agree to any modification, waiver or amendment of any provision of any Home Equity Loan unless, in the Servicer’s 's good faith judgment, such modification, waiver or amendment would minimize the loss that might otherwise be experienced with respect to such Home Equity Loan and only in the event of a payment default with respect to such Home Equity Loan or in the event that a payment default with respect to such Home Equity Loan is reasonably foreseeable by the Servicer; provided, however, that no such modification, waiver or amendment shall extend the maturity date of such Home Equity Loan beyond the date that is six months after the latest Final Scheduled Distribution Date of all the latest Class of the Classes of Offered Class A Certificates remaining in the Trust. Notwithstanding anything set out in this Section 8.13(c) or elsewhere in this Agreement to the contrary, the Servicer shall be permitted to modify, waive or amend any provision of a Home Equity Loan if required by statute or a court of competent jurisdiction to do so. (d) The Servicer has no intent to foreclose on any Mortgage based on the delinquency characteristics as of the Startup Day; provided, that the foregoing does not prevent the Servicer from initiating foreclosure proceedings on any date hereafter if the facts and circumstances of such Mortgage including delinquency characteristics in the Servicer’s 's discretion so warrant such action.

Realization Upon Defaulted Home Equity Loans; Workout of Home Equity Loans. (a) The Servicer shall foreclose upon or otherwise comparably effect the ownership in the name of the Trustee on behalf of the Trust of Properties relating to defaulted Home Equity Loans as to which no satisfactory arrangements can be made for collection of Delinquent payments and which the Servicer has not purchased pursuant to Section 8.10(b). In connection with such foreclosure or other conversion, the Servicer shall exercise such of the rights and powers vested in it hereunder, and use the same degree of care and skill in their exercise or use, as prudent mortgage lenders would exercise or use under the circumstances in the conduct of their own affairs and consistent with the servicing standards set forth in the FNMA Guide, including, but not limited to, advancing funds for the payment of taxes, amounts due with respect to Senior Liens, and insurance premiums. Any amounts so advanced shall constitute “"Servicing Advances” " within the meaning of Section 8.09(b) hereof. The Servicer shall sell any REO Property within 35 months from the close of the taxable year of its acquisition by the Trust, at such price as the Servicer in good xxxxx xxxxx necessary to comply with this covenant unless the Servicer obtains for the Certificate Insurer and the Trustee, an Opinion of Counsel (the expense of which opinion shall be a Servicing Advance) experienced in federal income tax matters acceptable to the Certificate Insurer and the Trustee, addressed to the Certificate Insurer, the Trustee and the Servicer, to the effect that the holding by the Trust of such REO Property for any greater period will not result in the imposition of taxes on “"Prohibited Transactions” " of the Trust or any the REMIC Estate as defined in Section 860F of the Code or cause any the REMIC Estate to fail to qualify as a REMIC under the REMIC Provisions at any time that any Certificates are Outstanding. Notwithstanding the generality of the foregoing provisions, the Servicer shall manage, conserve, protect and operate each REO Property for the Owners solely for the purpose of its prompt disposition and sale in a manner which does not cause such REO Property to fail to qualify as “"foreclosure property” property within the meaning of Section 860G(a)(8) of the Code or result in the receipt by any the REMIC created hereunder of any “"income from non-permitted assets” " within the meaning of Section 860F(a)(2)(B) of the Code or any “"net income from foreclosure property” " which is subject to taxation under the REMIC Provisions. Pursuant to its efforts to sell such REO Property, the Servicer shall either itself or through an agent selected by the Servicer protect and conserve such REO Property in the same manner and to such extent as is customary in the locality where such REO Property is located and may, incident to its conservation and protection of the interests of the Owners, rent the same, or any part thereof, as the Servicer deems to be in the best interest of the Owners for the period prior to the sale of such REO Property. The Servicer shall take into account the existence of any hazardous substances, hazardous wastes or solid wastes, as such terms are defined in the Comprehensive Environmental Response Compensation and Liability Act, the Resource Conservation and Recovery Act of 1976, or other federal, state or local environmental legislation, on a Property in determining whether to foreclose upon or otherwise comparably convert the ownership of such Property. If the Servicer has actual knowledge of any environmental or hazardous waste risk with respect to the Property that the Servicer is contemplating acquiring in foreclosure or deed in lieu of foreclosure, the Servicer will cause an environmental inspection of the Property in accordance with the servicing standards set forth in this Agreement. The Servicer shall not take any such action with respect to any Property known by the Servicer to contain such wastes or substances or to be within one mile of the site of such wastes or substances, without the prior written consent of the Certificate Insurer. (b) The Servicer shall determine, with respect to each defaulted Home Equity Loan, when it has recovered, whether through trustee’s 's sale, foreclosure sale or otherwise, all amounts it expects to recover from or on account of such defaulted Home Equity Loan, whereupon such Home Equity Loan shall become a “"Liquidated Loan" and the Servicer shall promptly submit a liquidation report to the Certificate Insurer in form acceptable to the Certificate Insurer.” (c) The Servicer shall not agree to any modification, waiver or amendment of any provision of any Home Equity Loan unless, in the Servicer’s 's good faith judgment, such modification, waiver or amendment would minimize the loss that might otherwise be experienced with respect to such Home Equity Loan and only in the event of a payment default with respect to such Home Equity Loan or in the event that a payment default with respect to such Home Equity Loan is reasonably foreseeable by the Servicer; providedPROVIDED, howeverHOWEVER, that no such modification, waiver or amendment shall extend the maturity date of such Home Equity Loan beyond the date that is six months after Remittance Period related to the Final Scheduled Payment Date of the latest Final Scheduled Distribution Date Class of all of the Classes of Offered Class A Certificates remaining in the Trust. Notwithstanding anything set out in this Section 8.13(c) or elsewhere in this Agreement to the contrary, the Servicer shall be permitted to modify, waive or amend any provision of a Home Equity Loan if required by statute or a court of competent jurisdiction to do so. (d) The Servicer has no intent to foreclose on any Mortgage based on the delinquency characteristics as of the Startup Day; provided, that the foregoing does not prevent the Servicer from initiating foreclosure proceedings on any date hereafter if the facts and circumstances of such Mortgage including delinquency characteristics in the Servicer’s 's discretion so warrant such action.

Realization Upon Defaulted Home Equity Loans; Workout of Home Equity Loans. (a) The Servicer shall foreclose upon or otherwise comparably effect the ownership in the name of the Trustee on behalf of the Trust of Properties relating to defaulted Home Equity Loans as to which no satisfactory arrangements can be made for collection of Delinquent payments and which the Servicer has not purchased pursuant to Section 8.10(b). In connection with such foreclosure or other conversion, the Servicer shall exercise such of the rights and powers vested in it hereunder, and use the same degree of care and skill in their exercise or use, as prudent mortgage lenders would exercise or use under the circumstances in the conduct of their own affairs and consistent with the servicing standards set forth in the FNMA Guide, including, but not limited to, advancing funds for the payment of taxes, amounts due with respect to Senior Liens, and insurance premiums. Any amounts so advanced shall constitute “"Servicing Advances” " within the meaning of Section 8.09(b) hereof. The Servicer shall sell any REO Property within 35 months from the close of the taxable year of its acquisition by the Trust, at such price as the Servicer in good xxxxx xxxxx necessary to comply with this covenant unless the Servicer obtains for the Certificate Insurer and the Trustee, an Opinion of Counsel (the expense of which opinion shall be a Servicing Advance) experienced in federal income tax matters acceptable to the Certificate Insurer and the Trustee, addressed to the Certificate Insurer, the Trustee and the Servicer, to the effect that the holding by the Trust of such REO Property for any greater period will not result in the imposition of taxes on “"Prohibited Transactions” " of the Trust or any either REMIC as defined in Section 860F of the Code or cause any either REMIC to fail to qualify as a REMIC under the REMIC Provisions at any time that any Certificates are Outstanding. Notwithstanding the generality of the foregoing provisions, the Servicer shall manage, conserve, protect and operate each REO Property for the Owners solely for the purpose purpoe of its prompt disposition and sale in a manner which does not cause such REO Property to fail to qualify as “"foreclosure property” property within the meaning of Section 860G(a)(8) of the Code or result in the receipt by any either REMIC created hereunder of any “"income from non-permitted assets” " within the meaning of Section 860F(a)(2)(B) of the Code or any “"net income from foreclosure property” " which is subject to taxation under the REMIC Provisions. Pursuant to its efforts to sell such REO Property, the Servicer shall either itself or through an agent selected by the Servicer protect and conserve such REO Property in the same manner and to such extent as is customary in the locality where such REO Property is located and may, incident to its conservation and protection of the interests of the Owners, rent the same, or any part thereof, as the Servicer deems to be in the best interest of the Owners for the period prior to the sale of such REO Property. The Servicer shall take into account the existence of any hazardous substances, hazardous wastes or solid wastes, as such terms are defined in the Comprehensive Environmental Response Compensation and Liability Act, the Resource Conservation and Recovery Act of 1976, or other federal, state or local environmental legislation, on a Property in determining whether to foreclose upon or otherwise comparably convert the ownership of such Property. If the Servicer has actual knowledge of any environmental or hazardous waste risk with respect to the Property that the Servicer is contemplating acquiring in foreclosure or deed in lieu of foreclosure, the Servicer will cause an environmental inspection of the Property in accordance with the servicing standards set forth in this Agreement. The Servicer shall not take any such action with respect to any Property known by the Servicer to contain such wastes or substances or to be within one mile of the site of such wastes or substances, without the prior written consent of the Certificate Insurer. (b) The Servicer shall determine, with respect to each defaulted Home Equity Loan, when it has recovered, whether through trustee’s 's sale, foreclosure sale or otherwise, all amounts it expects to recover from or on account of such defaulted Home Equity Loan, whereupon such Home Equity Loan shall become a “"Liquidated Loan" and the Servicer shall promptly submit a liquidation report to the Certificate Insurer in form acceptable to the Certificate Insurer.” (c) The Servicer shall not agree to any modification, waiver or amendment of any provision of any Home Equity Loan unless, in the Servicer’s 's good faith judgment, such modification, waiver or amendment would minimize the loss that might otherwise be experienced with respect to such Home Equity Loan and only in the event of a payment default with respect to such Home Equity Loan or in the event that a payment default with respect to such Home Equity Loan is reasonably foreseeable by the Servicer; providedPROVIDED, howeverHOWEVER, that no such modification, waiver or amendment shall extend the maturity date of such Home Equity Loan beyond the date that is six months after Remittance Period related to the latest Final Scheduled Distribution Date of all the latest Class of the Classes of Offered Class A Certificates remaining in the Trust. Notwithstanding anything set out in this Section 8.13(c) or elsewhere in this Agreement to the contrary, the Servicer shall be permitted to modify, waive or amend any provision of a Home Equity Loan if required by statute or a court of competent jurisdiction to do so. (d) The Servicer has no intent to foreclose on any Mortgage based on the delinquency characteristics as of the Startup Day; provided, that the foregoing does not prevent the Servicer from initiating foreclosure proceedings on any date hereafter if the facts and circumstances of such Mortgage including delinquency characteristics in the Servicer’s 's discretion so warrant such action.

Realization Upon Defaulted Home Equity Loans; Workout of Home Equity Loans. (a) The Master Servicer shall foreclose upon or otherwise comparably effect the ownership in the name of the Trustee on behalf of the Trust of Properties relating to defaulted Home Equity Loans as to which no satisfactory arrangements can be made for collection of Delinquent payments and which the Master Servicer has not purchased pursuant to Section 8.10(b). In connection with such foreclosure or other conversion, the Master Servicer shall exercise such of the rights and powers vested in it hereunder, and use the same degree of care and skill in their exercise or use, as prudent mortgage lenders would exercise or use under the circumstances in the conduct of their own affairs and consistent with the servicing standards set forth in the FNMA GuideGuide (other than the Backup Master Servicer, as successor Master Servicer, which will service in accordance with the Backup Master Servicing Standard), including, but not limited to, advancing funds for the payment of taxes, amounts due with respect to Senior Liens, and insurance premiums. Any amounts so advanced shall constitute “"Servicing Advances” " within the meaning of Section 8.09(b) hereof. The Master Servicer shall sell any REO Property within 35 months from the close of the taxable year of its acquisition by the Trust, at such price as the Master Servicer in good xxxxx xxxxx deems necessary to comply with this covenant unless the Master Servicer obtains for the Certificate Insurer and the Trustee, an Opinion opinion of Counsel counsel (the expense of which opinion shall be a Servicing Advance) experienced in federal income tax matters acceptable to the Certificate Insurer and the Trustee, addressed to the Certificate Insurer, the Trustee and the Master Servicer, to the effect that the holding by the Trust of such REO Property for any greater period will not result in the imposition of taxes on “"Prohibited Transactions” " of the Trust or any the REMIC Estate as defined in Section 860F of the Code or cause any the REMIC Estate to fail to qualify as a REMIC under the REMIC Provisions at any time that any Certificates are Outstandingoutstanding. Notwithstanding the generality of the foregoing provisions, the Master Servicer shall manage, conserve, protect and operate each REO Property for the Owners solely for the purpose of its prompt disposition and sale in a manner which does not cause such REO Property to fail to qualify as “"foreclosure property” " within the meaning of Section 860G(a)(8) of the Code or result in the receipt by any the REMIC created hereunder of any “"income from non-permitted assets” " within the meaning of Section 860F(a)(2)(B) of the Code or any “"net income from foreclosure property” " which is subject to taxation under the REMIC Provisions. Pursuant to its efforts to sell such REO Property, the Master Servicer shall either itself or through an agent selected by the Master Servicer protect and conserve such REO Property in the same manner and to such extent as is customary in the locality where such REO Property is located and may, incident to its conservation and protection of the interests of the Owners, rent the same, or any part thereof, as the Master Servicer deems to be in the best interest of the Owners for the period prior to the sale of such REO Property. The Master Servicer shall take into account the existence of any hazardous substances, hazardous wastes or solid wastes, as such terms are defined in the Comprehensive Environmental Response Compensation and Liability Act, the Resource Conservation and Recovery Act of 1976, or other federal, state or local environmental legislation, on a Property in determining whether to foreclose upon or otherwise comparably convert the ownership of such Property. If the The Master Servicer has actual knowledge of shall not take any environmental or hazardous waste risk such action with respect to any Property known by the Property that the Master Servicer is contemplating acquiring in foreclosure to contain such wastes or deed in lieu of foreclosure, the Servicer will cause an environmental inspection substances or to be within one mile of the Property in accordance with site of such wastes or substances, without the servicing standards set forth in this Agreementprior written consent of the Certificate Insurer. (b) The Master Servicer shall determine, with respect to each defaulted Home Equity LoanLoan and in accordance with the procedures set forth in the FNMA Guide (provided that the Backup Master Servicer, as successor Master Servicer shall not be required to service in accordance with FNMA Guide but shall be subject only to the Backup Master Servicing Standard), when it has recovered, whether through trustee’s 's sale, foreclosure sale or otherwise, all amounts it expects to recover from or on account of such defaulted Home Equity Loan, whereupon such Home Equity Loan shall become a “"Liquidated Loan".” (c) The Master Servicer shall not agree to any modification, waiver or amendment of any provision of any Home Equity Loan unless, in the Master Servicer’s 's good faith judgment, such modification, waiver or amendment would minimize the loss that might otherwise be experienced with respect to such Home Equity Loan and only in the event of a payment default with respect to such Home Equity Loan or in the event that a payment default with respect to such Home Equity Loan is reasonably foreseeable by the Master Servicer; provided, however, that no such modification, waiver or amendment shall extend the maturity date of such Home Equity Loan beyond the date that is six months after Remittance Period related to the latest Final Scheduled Distribution Payment Date of all of the Classes of Offered Certificates remaining in the TrustClass A-3 Certificates. Notwithstanding anything set out in this Section 8.13(c) or elsewhere in this Agreement to the contrary, the Master Servicer shall be permitted to modify, waive or amend any provision of a Home Equity Loan if required by statute or a court of competent jurisdiction to do so. (d) The Master Servicer shall provide written notice to the Trustee and the Certificate Insurer prior to the execution of any modification, waiver or amendment of any provision of any Home Equity Loan; provided that if the Certificate Insurer does not object in writing to the modification, waiver or amendment specified in such notice within 5 Business Days after its receipt thereof, the Master Servicer may effectuate such modification, waiver or amendment and shall deliver to the Trustee for deposit in the related File, an original counterpart of the agreement relating to such modification, waiver or amendment, promptly following the execution thereof. (e) The Master Servicer has no intent to foreclose on any Mortgage based on the delinquency characteristics as of the Startup Day; provided, that the foregoing does not prevent the Master Servicer from initiating foreclosure proceedings on any date hereafter if the facts and circumstances of such Mortgage including delinquency characteristics in the Master Servicer’s 's discretion so warrant such action.

Realization Upon Defaulted Home Equity Loans; Workout of Home Equity Loans. (a) The Servicer shall foreclose upon or otherwise comparably effect the ownership in the name of the Trustee on behalf of the Trust of Properties relating to defaulted Home Equity Loans as to which no satisfactory arrangements can be made for collection of Delinquent payments and which the Servicer has not purchased pursuant to Section 8.10(b). In connection with such foreclosure or other conversion, the Servicer shall exercise such of the rights and powers vested in it hereunder, and use the same degree of care and skill in their exercise or use, as prudent mortgage lenders would exercise or use under the circumstances in the conduct of their own affairs and consistent with the servicing standards set forth in the FNMA Guide, including, but not limited to, advancing funds for the payment of taxes, amounts due with respect to Senior Liens, and insurance premiums. Any amounts so advanced shall constitute “"Servicing Advances” " within the meaning of Section 8.09(b) hereof. The Servicer shall sell any REO Property within 35 months from the close of the taxable year of its acquisition by the Trust, at such price as the Servicer in good xxxxx xxxxx faith deems necessary to comply with this covenant unless the Servicer obtains for Servicex xxxxxxx xor the Trustee, an Opinion of Counsel (the expense of which opinion shall be a Servicing Advance) experienced in federal income tax matters acceptable to the Trustee, addressed to the Trustee and the Servicer, to the effect that the holding by the Trust of such REO Property for any greater period will not result in the imposition of taxes on “"Prohibited Transactions” " of the Trust or any REMIC as defined in Section 860F of the Code or cause any REMIC to fail to qualify as a REMIC under the REMIC Provisions at any time that any Certificates are Outstanding. Notwithstanding the generality of the foregoing provisions, the Servicer shall manage, conserve, protect and operate each REO Property for the Owners solely for the purpose of its prompt disposition and sale in a manner which does not cause such REO Property to fail to qualify as “"foreclosure property” " within the meaning of Section 860G(a)(8) of the Code or result in the receipt by any REMIC created hereunder of any “"income from non-permitted assets” " within the meaning of Section 860F(a)(2)(B) of the Code or any “"net income from foreclosure property” " which is subject to taxation under the REMIC Provisions. Pursuant to its efforts to sell such REO Property, the Servicer shall either itself or through an agent selected by the Servicer protect and conserve such REO Property in the same manner and to such extent as is customary in the locality where such REO Property is located and may, incident to its conservation and protection of the interests of the Owners, rent the same, or any part thereof, as the Servicer deems to be in the best interest of the Owners for the period prior to the sale of such REO Property. The Servicer shall take into account the existence of any hazardous substances, hazardous wastes or solid wastes, as such terms are defined in the Comprehensive Environmental Response Compensation and Liability Act, the Resource Conservation and Recovery Act of 1976, or other federal, state or local environmental legislation, on a Property in determining whether to foreclose upon or otherwise comparably convert the ownership of such Property. If the Servicer has actual knowledge of any environmental or hazardous waste risk with respect to the Property that the Servicer is contemplating acquiring in foreclosure or deed in lieu of foreclosure, the Servicer will cause an environmental inspection of the Property in accordance with the servicing standards set forth in this Agreement. (b) The Servicer shall determine, with respect to each defaulted Home Equity Loan, when it has recovered, whether through trustee’s 's sale, foreclosure sale or otherwise, all amounts it expects to recover from or on account of such defaulted Home Equity Loan, whereupon such Home Equity Loan shall become a “"Liquidated Loan" and the Servicer shall promptly submit a liquidation report to the Trustee in substantially the form of Exhibit N hereto, provided that such form is acceptable to the Trustee.” (c) The Servicer shall not agree to any modification, waiver or amendment of any provision of any Home Equity Loan unless, in the Servicer’s 's good faith judgment, such modification, waiver or amendment would minimize the loss that might otherwise be experienced with respect to such Home Equity Loan and only in the event of a payment default with respect to such Home Equity Loan or in the event that a payment default with respect to such Home Equity Loan is reasonably foreseeable by the Servicer; providedPROVIDED, howeverHOWEVER, that no such modification, waiver or amendment shall extend the maturity date of such Home Equity Loan beyond the date that is six months after the latest Final Scheduled Distribution Date of all of the Classes latest Class of Offered Certificates remaining in the Trust. Notwithstanding anything set out in this Section 8.13(c) or elsewhere in this Agreement to the contrary, the Servicer shall be permitted to modify, waive or amend any provision of a Home Equity Loan if required by statute or a court of competent jurisdiction to do so. (d) The Servicer has no intent to foreclose on any Mortgage based on the delinquency characteristics as of the Startup Day; provided, that the foregoing does not prevent the Servicer from initiating foreclosure proceedings on any date hereafter if the facts and circumstances of such Mortgage including delinquency characteristics in the Servicer’s 's discretion so warrant such action.

Realization Upon Defaulted Home Equity Loans; Workout of Home Equity Loans. (a) The Servicer shall foreclose upon or otherwise comparably effect the ownership in the name of the Trustee on behalf of the Trust of Properties relating to defaulted Home Equity Loans as to which no satisfactory arrangements can be made for collection of Delinquent payments and which the Servicer has not purchased pursuant to Section 8.10(b). In connection with such foreclosure or other conversion, the Servicer shall exercise such of the rights and powers vested in it hereunder, and use the same degree of care and skill in their exercise or use, as prudent mortgage lenders would exercise or use under the circumstances in the conduct of their own affairs and consistent with the servicing standards set forth in the FNMA Guide, including, but not limited to, advancing funds for the payment of taxes, amounts due with respect to Senior Liens, and insurance premiums. Any amounts so advanced shall constitute “"Servicing Advances” " within the meaning of Section 8.09(b) hereof. The Servicer shall sell any REO Property within 35 months from the close of the taxable year of its acquisition by the Trust, at such price as the Servicer in good xxxxx xxxxx necessary to comply with this covenant unless the Servicer obtains for the Certificate Insurer and the Trustee, an Opinion of Counsel (the expense of which opinion shall be a Servicing Advance) experienced in federal income tax matters acceptable to the Certificate Insurer and the Trustee, addressed to the Certificate Insurer, the Trustee and the Servicer, to the effect that the holding by the Trust of such REO Property for any greater period will not result in the imposition of taxes on “"Prohibited Transactions” " of the Trust or any the REMIC Estate as defined in Section 860F of the Code or cause any the REMIC Estate to fail to qualify as a REMIC under the REMIC Provisions at any time that any Certificates are Outstanding. Notwithstanding the generality of the foregoing provisions, the Servicer shall manage, conserve, protect and operate each REO Property for the Owners solely for the purpose of its prompt disposition and sale in a manner which does not cause such REO Property to fail to qualify as “"foreclosure property” property within the meaning of Section 860G(a)(8) of the Code or result in the receipt by any the REMIC created hereunder of any “"income from non-permitted assets” " within the meaning of Section 860F(a)(2)(B) of the Code or any “"net income from foreclosure property” " which is subject to taxation under the REMIC Provisions. Pursuant to its efforts to sell such REO Property, the Servicer shall either itself or through an agent selected by the Servicer protect and conserve such REO Property in the same manner and to such extent as is customary in the locality where such REO Property is located and may, incident to its conservation and protection of the interests of the Owners, rent the same, or any part thereof, as the Servicer deems to be in the best interest of the Owners for the period prior to the sale of such REO Property. The Servicer shall take into account the existence of any hazardous substances, hazardous wastes or solid wastes, as such -106- terms are defined in the Comprehensive Environmental Response Compensation and Liability Act, the Resource Conservation and Recovery Act of 1976, or other federal, state or local environmental legislation, on a Property in determining whether to foreclose upon or otherwise comparably convert the ownership of such Property. If the Servicer has actual knowledge of any environmental or hazardous waste risk with respect to the Property that the Servicer is contemplating acquiring in foreclosure or deed in lieu of foreclosure, the Servicer will cause an environmental inspection of the Property in accordance with the servicing standards set forth in this Agreement. The Servicer shall not take any such action with respect to any Property known by the Servicer to contain such wastes or substances or to be within one mile of the site of such wastes or substances, without the prior written consent of the Certificate Insurer. (b) The Servicer shall determine, with respect to each defaulted Home Equity Loan, when it has recovered, whether through trustee’s 's sale, foreclosure sale or otherwise, all amounts it expects to recover from or on account of such defaulted Home Equity Loan, whereupon such Home Equity Loan shall become a “"Liquidated Loan" and the Servicer shall promptly submit a liquidation report to the Certificate Insurer in form acceptable to the Certificate Insurer.” (c) The Servicer shall not agree to any modification, waiver or amendment of any provision of any Home Equity Loan unless, in the Servicer’s 's good faith judgment, such modification, waiver or amendment would minimize the loss that might otherwise be experienced with respect to such Home Equity Loan and only in the event of a payment default with respect to such Home Equity Loan or in the event that a payment default with respect to such Home Equity Loan is reasonably foreseeable by the Servicer; provided, however, that no such modification, waiver or amendment shall extend the maturity date of such Home Equity Loan beyond the date that is six months after Remittance Period related to the Final Scheduled Payment Date of the latest Final Scheduled Distribution Date Class of all of the Classes of Offered Class A Certificates remaining in the Trust. Notwithstanding anything set out in this Section 8.13(c) or elsewhere in this Agreement to the contrary, the Servicer shall be permitted to modify, waive or amend any provision of a Home Equity Loan if required by statute or a court of competent jurisdiction to do so. (d) The Servicer has no intent to foreclose on any Mortgage based on the delinquency characteristics as of the Startup Day; provided, that the foregoing does not prevent the Servicer from initiating foreclosure proceedings on any date hereafter if the facts and circumstances of such Mortgage including delinquency characteristics in the Servicer’s 's discretion so warrant such action.

Realization Upon Defaulted Home Equity Loans; Workout of Home Equity Loans. (a) The Servicer shall foreclose upon or otherwise comparably effect the ownership in the name of the Indenture Trustee on behalf of the Trust of Properties relating to defaulted Home Equity Loans as to which no satisfactory arrangements can be made for collection of Delinquent payments and which the Servicer has not purchased pursuant to Section 8.10(b4.10(b). In connection with such foreclosure or other conversion, the Servicer shall exercise such of the rights and powers vested in it hereunder, and use the same degree of care and skill in their exercise or use, as prudent mortgage lenders would exercise or use under the circumstances in the conduct of their own affairs and consistent with the servicing standards set forth in the FNMA GuideFannxx Xxx Xxxde, including, but not limited to, advancing funds for the payment of taxes, amounts due with respect to Senior Liens, taxes and insurance premiums. Any amounts so advanced shall constitute “"Servicing Advances” " within the meaning of Section 8.09(b4.09(b) hereof. The Servicer shall sell any REO Property within 35 23 months from the close of the taxable year of its acquisition by the Trust, at such price as the Servicer in good faitx xxxxx xxxxx necessary xxxessary to comply with this covenant unless the Servicer obtains for the Note Insurer and the Indenture Trustee, an Opinion opinion of Counsel counsel (the expense of which opinion shall be a Servicing Advance) experienced in federal income tax matters acceptable to the Note Insurer and the Indenture Trustee, addressed to the Note Insurer, the Indenture Trustee and the Servicer, to the effect that the holding by the Trust of such REO Property for any greater period will not result in the imposition of taxes on “Prohibited Transactions” of the Trust or any REMIC as defined in Section 860F of the Code or cause any REMIC to fail to qualify as a REMIC under the REMIC Provisions at any time that any Certificates are Outstanding. Notwithstanding the generality of the foregoing provisions, the Servicer shall manage, conserve, protect and operate each REO Property for the Owners solely for the purpose of its prompt disposition and sale in a manner which does not cause such REO Property to fail to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code or result in the receipt by any REMIC created hereunder of any “income from non-permitted assets” within the meaning of Section 860F(a)(2)(B) of the Code or any “net income from foreclosure property” which is subject to taxation under the REMIC ProvisionsTrust. Pursuant to its efforts to sell such REO Property, the Servicer shall either itself or through an agent selected by the Servicer protect and conserve such REO Property in the same manner and to such extent as is customary in the locality where such REO Property is located and may, incident to its conservation and protection of the interests of the Owners, rent the same, or any part thereof, as the Servicer deems to be in the best interest of the Owners for the period prior to the sale of such REO Property. The Servicer shall take into account the existence of any hazardous substances, hazardous wastes or solid wastes, as such terms are defined in the Comprehensive Environmental Response Compensation and Liability Act, the Resource Conservation and Recovery Act of 1976, or other federal, state or local environmental legislation, on a Property in determining whether to foreclose upon or otherwise comparably convert the ownership of such Property. If the Servicer has actual knowledge of any environmental or hazardous waste risk with respect to the Property that the Servicer is contemplating acquiring in foreclosure or deed in lieu of foreclosure, the Servicer will cause an environmental inspection of the Property in accordance with the servicing standards set forth in this Agreement. (b) The Servicer shall determine, with respect to each defaulted Home Equity Loan, when it has recovered, whether through trustee’s sale, foreclosure sale or otherwise, all amounts it expects to recover from or on account of such defaulted Home Equity Loan, whereupon such Home Equity Loan shall become a “Liquidated Loan.” (c) The Servicer shall not agree to any modification, waiver or amendment of any provision of any Home Equity Loan unless, in the Servicer’s good faith judgment, such modification, waiver or amendment would minimize the loss that might otherwise be experienced with respect to such Home Equity Loan and only in the event of a payment default with respect to such Home Equity Loan or in the event that a payment default with respect to such Home Equity Loan is reasonably foreseeable by the Servicer; provided, however, that no such modification, waiver or amendment shall extend the maturity date of such Home Equity Loan beyond the date that is six months after the latest Final Scheduled Distribution Date of all of the Classes of Offered Certificates remaining in the Trust. Notwithstanding anything set out in this Section 8.13(c) or elsewhere in this Agreement to the contrary, the Servicer shall be permitted to modify, waive or amend any provision of a Home Equity Loan if required by statute or a court of competent jurisdiction to do so. (d) The Servicer has no intent to foreclose on any Mortgage based on the delinquency characteristics as of the Startup Day; provided, that the foregoing does not prevent the Servicer from initiating foreclosure proceedings on any date hereafter if the facts and circumstances of such Mortgage including delinquency characteristics in the Servicer’s discretion so warrant such action.REO

Realization Upon Defaulted Home Equity Loans; Workout of Home Equity Loans. (a) The Servicer shall foreclose upon or otherwise comparably effect the ownership in the name of the Trustee on behalf of the Trust of Properties relating to defaulted Home Equity Loans as to which no satisfactory arrangements can be made for collection of Delinquent payments and which the Servicer has not purchased pursuant to Section 8.10(b). In connection with such foreclosure or other conversion, the Servicer shall exercise such of the rights and powers vested in it hereunder, and use the same degree of care and skill in their exercise or use, as prudent mortgage lenders would exercise or use under the circumstances in the conduct of their own affairs and consistent with the servicing standards set forth in the FNMA Guide, including, but not limited to, advancing funds for the payment of taxes, amounts due with respect to Senior Liens, and insurance premiums. Any amounts so advanced shall constitute “"Servicing Advances” " within the meaning of Section 8.09(b) hereof. The Servicer shall sell any REO Property within 35 months from the close of the taxable year of its acquisition by the Trust, at such price as the Servicer in good xxxxx xxxxx necessary to comply with this covenant unless the Servicer obtains for the Trustee, an Opinion of Counsel (the expense of which opinion shall be a Servicing Advance) experienced in federal income tax matters acceptable to the Trustee, addressed to the Trustee and the Servicer, to the effect that the holding by the Trust of such REO Property for any greater period will not result in the imposition of taxes on “"Prohibited Transactions” " of the Trust or any REMIC as defined in Section 860F of the Code or cause any REMIC to fail to qualify as a REMIC under the REMIC Provisions at any time that any Certificates are Outstanding. Notwithstanding the generality of the foregoing provisions, the Servicer shall manage, conserve, protect and operate each REO Property for the Owners solely for the purpose of its prompt disposition and sale in a manner which does not cause such REO Property to fail to qualify as “"foreclosure property” " within the meaning of Section 860G(a)(8) of the Code or result in the receipt by any REMIC created hereunder of any “"income from non-permitted assets” " within the meaning of Section 860F(a)(2)(B) of the Code or any “"net income from foreclosure property” " which is subject to taxation under the REMIC Provisions. Pursuant to its efforts to sell such REO Property, the Servicer shall either itself or through an agent selected by the Servicer protect and conserve such REO Property in the same manner and to such extent as is customary in the locality where such REO Property is located and may, incident to its conservation and protection of the interests of the Owners, rent the same, or any part thereof, as the Servicer deems to be in the best interest of the Owners for the period prior to the sale of such REO Property. The Servicer shall take into account the existence of any hazardous substances, hazardous wastes or solid wastes, as such terms are defined in the Comprehensive Environmental Response Compensation and Liability Act, the Resource Conservation and Recovery Act of 1976, or other federal, state or local environmental legislation, on a Property in determining whether to foreclose upon or otherwise comparably convert the ownership of such Property. If the Servicer has actual knowledge of any environmental or hazardous waste risk with respect to the Property that the Servicer is contemplating acquiring in foreclosure or deed in lieu of foreclosure, the Servicer will cause an environmental inspection of the Property in accordance with the servicing standards set forth in this Agreement. (b) The Servicer shall determine, with respect to each defaulted Home Equity Loan, when it has recovered, whether through trustee’s 's sale, foreclosure sale or otherwise, all amounts it expects to recover from or on account of such defaulted Home Equity Loan, whereupon such Home Equity Loan shall become a “"Liquidated Loan" and the Servicer shall promptly submit a liquidation report to the Trustee in substantially the form of Exhibit N hereto, provided that such form is acceptable to the Trustee.” (c) The Servicer shall not agree to any modification, waiver or amendment of any provision of any Home Equity Loan unless, in the Servicer’s 's good faith judgment, such modification, waiver or amendment would minimize the loss that might otherwise be experienced with respect to such Home Equity Loan and only in the event of a payment default with respect to such Home Equity Loan or in the event that a payment default with respect to such Home Equity Loan is reasonably foreseeable by the Servicer; provided, however, that no such modification, waiver or amendment shall extend the maturity date of such Home Equity Loan beyond the date that is six months after the latest Final Scheduled Distribution Date of all of the Classes of Offered Certificates remaining in the Trust. Notwithstanding anything set out in this Section 8.13(c) or elsewhere in this Agreement to the contrary, the Servicer shall be permitted to modify, waive or amend any provision of a Home Equity Loan if required by statute or a court of competent jurisdiction to do so. (d) The Servicer has no intent to foreclose on any Mortgage based on the delinquency characteristics as of the Startup Day; provided, that the foregoing does not prevent the Servicer from initiating foreclosure proceedings on any date hereafter if the facts and circumstances of such Mortgage including delinquency characteristics in the Servicer’s 's discretion so warrant such action.

Realization Upon Defaulted Home Equity Loans; Workout of Home Equity Loans. (a) The Servicer shall foreclose upon or otherwise comparably effect the ownership in the name of the Trustee on behalf of the Trust of Properties relating to defaulted Home Equity Loans as to which no satisfactory arrangements can be made for collection of Delinquent payments and which the Servicer has not purchased pursuant to Section 8.10(b). In connection with such foreclosure or other conversion, the Servicer shall exercise such of the rights and powers vested in it hereunder, and use the same degree of care and skill in their exercise or use, as prudent mortgage lenders would exercise or use under the circumstances in the conduct of their own affairs and consistent with the servicing standards set forth in the FNMA Guide, including, but not limited to, advancing funds for the payment of taxes, amounts due with respect to Senior Liens, and insurance premiums. Any amounts so advanced shall constitute “"Servicing Advances” " within the meaning of Section 8.09(b) hereof. The Servicer shall sell any REO Property within 35 months from the close of the taxable year of its acquisition by the Trust, at such price as the Servicer in good xxxxx xxxxx faith deems necessary to comply with this covenant unless the Servicer obtains Sxxxxxxx xxxains for the Trustee, an Opinion of Counsel (the expense of which opinion shall be a Servicing Advance) experienced in federal income tax matters acceptable to the Trustee, addressed to the Trustee and the Servicer, to the effect that the holding by the Trust of such REO Property for any greater period will not result in the imposition of taxes on “"Prohibited Transactions” " of the Trust or any REMIC as defined in Section 860F of the Code or cause any REMIC to fail to qualify as a REMIC under the REMIC Provisions at any time that any Certificates are Outstanding. Notwithstanding the generality of the foregoing provisions, the Servicer shall manage, conserve, protect and operate each REO Property for the Owners solely for the purpose of its prompt disposition and sale in a manner which does not cause such REO Property to fail to qualify as “"foreclosure property” " within the meaning of Section 860G(a)(8) of the Code or result in the receipt by any REMIC created hereunder of any “"income from non-permitted assets” " within the meaning of Section 860F(a)(2)(B) of the Code or any “"net income from foreclosure property” " which is subject to taxation under the REMIC Provisions. Pursuant to its efforts to sell such REO Property, the Servicer shall either itself or through an agent selected by the Servicer protect and conserve such REO Property in the same manner and to such extent as is customary in the locality where such REO Property is located and may, incident to its conservation and protection of the interests of the Owners, rent the same, or any part thereof, as the Servicer deems to be in the best interest of the Owners for the period prior to the sale of such REO Property. The Servicer shall take into account the existence of any hazardous substances, hazardous wastes or solid wastes, as such terms are defined in the Comprehensive Environmental Response Compensation and Liability Act, the Resource Conservation and Recovery Act of 1976, or other federal, state or local environmental legislation, on a Property in determining whether to foreclose upon or otherwise comparably convert the ownership of such Property. If the Servicer has actual knowledge of any environmental or hazardous waste risk with respect to the Property that the Servicer is contemplating acquiring in foreclosure or deed in lieu of foreclosure, the Servicer will cause an environmental inspection of the Property in accordance with the servicing standards set forth in this Agreement. (b) The Servicer shall determine, with respect to each defaulted Home Equity Loan, when it has recovered, whether through trustee’s 's sale, foreclosure sale or otherwise, all amounts it expects to recover from or on account of such defaulted Home Equity Loan, whereupon such Home Equity Loan shall become a “"Liquidated Loan" and the Servicer shall promptly submit a liquidation report to the Trustee in substantially the form of Exhibit N hereto, provided that such form is acceptable to the Trustee.” (c) The Servicer shall not agree to any modification, waiver or amendment of any provision of any Home Equity Loan unless, in the Servicer’s 's good faith judgment, such modification, waiver or amendment would minimize the loss that might otherwise be experienced with respect to such Home Equity Loan and only in the event of a payment default with respect to such Home Equity Loan or in the event that a payment default with respect to such Home Equity Loan is reasonably foreseeable by the Servicer; provided, however, that no such modification, waiver or amendment shall extend the maturity date of such Home Equity Loan beyond the date that is six months after the latest Final Scheduled Distribution Date of all of the Classes latest Class of Offered Certificates remaining in the Trust. Notwithstanding anything set out in this Section 8.13(c) or elsewhere in this Agreement to the contrary, the Servicer shall be permitted to modify, waive or amend any provision of a Home Equity Loan if required by statute or a court of competent jurisdiction to do so. (d) The Servicer has no intent to foreclose on any Mortgage based on the delinquency characteristics as of the Startup Day; provided, that the foregoing does not prevent the Servicer from initiating foreclosure proceedings on any date hereafter if the facts and circumstances of such Mortgage including delinquency characteristics in the Servicer’s 's discretion so warrant such action.

Realization Upon Defaulted Home Equity Loans; Workout of Home Equity Loans. (a) The Servicer shall foreclose upon or otherwise comparably effect the ownership in the name of the Trustee on behalf of the Trust of Properties relating to defaulted Home Equity Loans as to which no satisfactory arrangements can be made for collection of Delinquent payments and which the Servicer has not purchased pursuant to Section 8.10(b). In connection with such foreclosure or other conversion, the Servicer shall exercise such of the rights and powers vested in it hereunder, and use the same degree of care and skill in their exercise or use, as prudent mortgage lenders would exercise or use under the circumstances in the conduct of their own affairs and consistent with the servicing standards set forth in the FNMA FannieMae Guide, including, but not limited to, advancing funds for the payment of taxes, amounts due with respect to Senior Liens, and insurance premiums. Any amounts so advanced shall constitute “"Servicing Advances” " within the meaning of Section 8.09(b) hereof. The Servicer shall sell any REO Property within 35 23 months from the close of the taxable year of its acquisition by the Trust, at such price as the Servicer in good faitx xxxxx xxxxx necessary xxxessary to comply with this covenant unless the Servicer obtains for the Certificate Insurer and the Trustee, an Opinion opinion of Counsel counsel (the expense of which opinion shall be a Servicing Advance) experienced in federal income tax matters acceptable to the Certificate Insurer and the Trustee, addressed to the Certificate Insurer and the Trustee and the Servicer, to the effect that the holding by the Trust of such REO Property for any greater period will not result in the imposition of taxes on “"Prohibited Transactions” " of the Trust or any REMIC therein as defined in Section 860F of the Code or cause any either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC under the REMIC Provisions at any time that any Certificates are Outstandingoutstanding. Notwithstanding the generality of the foregoing provisions, the Servicer shall manage, conserve, protect and operate each REO Property for the Owners solely for the purpose of its prompt disposition and sale in a manner which does not cause such REO Property to fail to qualify as “"foreclosure property” " within the meaning of Section 860G(a)(8) of the Code or result in the receipt by any the Lower-Tier REMIC created hereunder or the Upper-Tier REMIC of any “"income from non-permitted assets” " within the meaning of Section 860F(a)(2)(B) of the Code or any “"net income from foreclosure property” " which is subject to taxation under the REMIC Provisions. Pursuant to its efforts to sell such REO Property, the Servicer shall either itself or through an agent selected by the Servicer protect and conserve such REO Property in the same manner and to such extent as is customary in the locality where such REO Property is located and may, incident to its conservation and protection of the interests of the Owners, rent the same, or any part thereof, as the Servicer deems to be in the best interest of the Owners for the period prior to the sale of such REO Property. The Servicer shall take into account the existence of any hazardous substances, hazardous wastes or solid wastes, as such terms are defined in the Comprehensive Environmental Response Compensation and Liability Act, the Resource Conservation and Recovery Act of 1976, or other federal, state or local environmental legislation, on a Property in determining whether to foreclose upon or otherwise comparably convert the ownership of such Property. If the Servicer has actual knowledge of any environmental or hazardous waste risk with respect to the Property that the Servicer is contemplating acquiring in foreclosure or deed in lieu of foreclosure, the Servicer will cause an environmental inspection of the Property in accordance with the servicing standards set forth in this Agreement. (b) The Servicer shall determine, with respect to each defaulted Home Equity Loan, when it has recovered, whether through trustee’s sale, foreclosure sale or otherwise, all amounts it expects to recover from or on account of such defaulted Home Equity Loan, whereupon such Home Equity Loan shall become a “Liquidated Loan.” (c) The Servicer shall not agree to take any modification, waiver or amendment of any provision of any Home Equity Loan unless, in the Servicer’s good faith judgment, such modification, waiver or amendment would minimize the loss that might otherwise be experienced action with respect to such Home Equity Loan and only in the event of a payment default with respect to such Home Equity Loan or in the event that a payment default with respect to such Home Equity Loan is reasonably foreseeable any Property known by the Servicer; provided, however, that no Servicer to contain such modification, waiver wastes or amendment shall extend substances or to be within one mile of the maturity date site of such Home Equity Loan beyond wastes or substances, without the date that is six months after the latest Final Scheduled Distribution Date of all prior written consent of the Classes of Offered Certificates remaining in Trustee and the Trust. Notwithstanding anything set out in this Section 8.13(c) or elsewhere in this Agreement to the contrary, the Servicer shall be permitted to modify, waive or amend any provision of a Home Equity Loan if required by statute or a court of competent jurisdiction to do soCertificate Insurer. (d) The Servicer has no intent to foreclose on any Mortgage based on the delinquency characteristics as of the Startup Day; provided, that the foregoing does not prevent the Servicer from initiating foreclosure proceedings on any date hereafter if the facts and circumstances of such Mortgage including delinquency characteristics in the Servicer’s discretion so warrant such action.

Realization Upon Defaulted Home Equity Loans; Workout of Home Equity Loans. (a) The Servicer shall foreclose upon or otherwise comparably effect the ownership in the name of the Trustee on behalf of the Trust of Properties relating to defaulted Home Equity Loans as to which no satisfactory arrangements can be made for collection of Delinquent payments and which the Servicer has not purchased pursuant to Section 8.10(b). In connection with such foreclosure or other conversion, the Servicer shall exercise such of the rights and powers vested in it hereunder, and use the same degree of care and skill in their exercise or use, as prudent mortgage lenders would exercise or use under the circumstances in the conduct of their own affairs and consistent with the servicing standards set forth in the FNMA FannieMae Guide, including, but not limited to, advancing funds for the payment of taxes, amounts due with respect to Senior Liens, and insurance premiums. Any amounts so advanced shall constitute “"Servicing Advances” " within the meaning of Section 8.09(b) hereof. The Servicer shall sell any REO Property within 35 23 months from the close of the taxable year of its acquisition by the Trust, at such price as the Servicer in good faitx xxxxx xxxxx necessary xxxessary to comply with this covenant unless the Servicer obtains for the Trustee, an Opinion opinion of Counsel counsel (the expense of which opinion shall be a Servicing Advance) experienced in federal income tax matters acceptable to the Trustee, addressed to the Trustee and the Servicer, to the effect that the holding by the Trust of such REO Property for any greater period will not result in the imposition of taxes on “"Prohibited Transactions” " of the Trust or any REMIC therein as defined in Section 860F of the Code or cause any either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC under the REMIC Provisions at any time that any Certificates are Outstandingoutstanding. Notwithstanding the generality of the foregoing provisions, the Servicer shall manage, conserve, protect and operate each REO Property for the Owners solely for the purpose of its prompt disposition and sale in a manner which does not cause such REO Property to fail to qualify as “"foreclosure property” " within the meaning of Section 860G(a)(8) of the Code or result in the receipt by any the Lower-Tier REMIC created hereunder or the Upper-Tier REMIC of any “"income from non-permitted assets” " within the meaning of Section 860F(a)(2)(B) of the Code or any “"net income from foreclosure property” " which is subject to taxation under the REMIC Provisions. Pursuant to its efforts to sell such REO Property, the Servicer shall either itself or through an agent selected by the Servicer protect and conserve such REO Property in the same manner and to such extent as is customary in the locality where such REO Property is located and may, incident to its conservation and protection of the interests of the Owners, rent the same, or any part thereof, as the Servicer deems to be in the best interest of the Owners for the period prior to the sale of such REO Property. The Servicer shall take into account the existence of any hazardous substances, hazardous wastes or solid wastes, as such terms are defined in the Comprehensive Environmental Response Compensation and Liability Act, the Resource Conservation and Recovery Act of 1976, or other federal, state or local environmental legislation, on a Property in determining whether to foreclose upon or otherwise comparably convert the ownership of such Property. If the Servicer has actual knowledge of any environmental or hazardous waste risk with respect to the Property that the Servicer is contemplating acquiring in foreclosure or deed in lieu of foreclosure, the Servicer will cause an environmental inspection of the Property in accordance with the servicing standards set forth in this Agreement. (b) The Servicer shall determine, with respect to each defaulted Home Equity LoanLoan and in accordance with the procedures set forth in the FannieMae Guide, when it has recovered, whether through trustee’s sale, foreclosure sale or otherwise, all amounts it expects to recover from or on account of such defaulted Home Equity Loan, whereupon such Home Equity Loan shall become a “Liquidated Loan.” (c) The Servicer shall not agree to any modification, waiver or amendment of any provision of any Home Equity Loan unless, in the Servicer’s good faith judgment, such modification, waiver or amendment would minimize the loss that might otherwise be experienced with respect to such Home Equity Loan and only in the event of a payment default with respect to such Home Equity Loan or in the event that a payment default with respect to such Home Equity Loan is reasonably foreseeable by the Servicer; provided, however, that no such modification, waiver or amendment shall extend the maturity date of such Home Equity Loan beyond the date that is six months after the latest Final Scheduled Distribution Date of all of the Classes of Offered Certificates remaining in the Trust. Notwithstanding anything set out in this Section 8.13(c) or elsewhere in this Agreement to the contrary, the Servicer shall be permitted to modify, waive or amend any provision of a Home Equity Loan if required by statute or a court of competent jurisdiction to do so. (d) The Servicer has no intent to foreclose on any Mortgage based on the delinquency characteristics as of the Startup Day; provided, that the foregoing does not prevent the Servicer from initiating foreclosure proceedings on any date hereafter if the facts and circumstances of such Mortgage including delinquency characteristics in the Servicer’s discretion so warrant such action.through

Realization Upon Defaulted Home Equity Loans; Workout of Home Equity Loans. (a) The Servicer shall foreclose upon or otherwise comparably effect the ownership in the name of the Trustee on behalf of the Trust of Properties relating to defaulted Home Equity Loans as to which no satisfactory arrangements can be made for collection of Delinquent payments and which the Servicer has not purchased pursuant to Section 8.10(b). In connection with such foreclosure or other conversion, the Servicer shall exercise such of the rights and powers vested in it hereunder, and use the same degree of care and skill in their exercise or use, as prudent mortgage lenders would exercise or use under the circumstances in the conduct of their own affairs and consistent with the servicing standards set forth in the FNMA Guide, including, but not limited to, advancing funds for the payment of taxes, amounts due with respect to Senior Liens, and insurance premiums. Any amounts so advanced shall constitute “"Servicing Advances” " within the meaning of Section 8.09(b) hereof. The Servicer shall sell any REO Property within 35 months from the close of the taxable year of its acquisition by the Trust, at such price as the Servicer in good xxxxx xxxxx necessary to comply with this covenant unless the Servicer obtains for the Certificate Insurer and the Trustee, an Opinion of Counsel (the expense of which opinion shall be a Servicing Advance) experienced in federal income tax matters acceptable to the Certificate Insurer and the Trustee, addressed to the Certificate Insurer, the Trustee and the Servicer, to the effect that the holding by the Trust of such REO Property for any greater period will not result in the imposition of taxes on “"Prohibited Transactions” " of the Trust or any either REMIC as defined in Section 860F of the Code or cause any either REMIC to fail to qualify as a REMIC under the REMIC Provisions at any time that any Certificates are Outstanding. Notwithstanding the generality of the foregoing provisions, the Servicer shall manage, conserve, protect and operate each REO Property for the Owners solely for the purpose of its prompt disposition and sale in a manner which does not cause such REO Property to fail to qualify as “"foreclosure property” property within the meaning of Section 860G(a)(8) of the Code or result in the receipt by any either REMIC created hereunder of any “"income from non-permitted assets” " within the meaning of Section 860F(a)(2)(B) of the Code or any “"net income from foreclosure property” " which is subject to taxation under the REMIC Provisions. Pursuant to its efforts to sell such REO Property, the Servicer shall either itself or through an agent selected by the Servicer protect and conserve such REO Property in the same manner and to such extent as is customary in the locality where such REO Property is located and may, incident to its conservation and protection of the interests of the Owners, rent the same, or any part thereof, as the Servicer deems to be in -105- the best interest of the Owners for the period prior to the sale of such REO Property. The Servicer shall take into account the existence of any hazardous substances, hazardous wastes or solid wastes, as such terms are defined in the Comprehensive Environmental Response Compensation and Liability Act, the Resource Conservation and Recovery Act of 1976, or other federal, state or local environmental legislation, on a Property in determining whether to foreclose upon or otherwise comparably convert the ownership of such Property. If the Servicer has actual knowledge of any environmental or hazardous waste risk with respect to the Property that the Servicer is contemplating acquiring in foreclosure or deed in lieu of foreclosure, the Servicer will cause an environmental inspection of the Property in accordance with the servicing standards set forth in this Agreement. The Servicer shall not take any such action with respect to any Property known by the Servicer to contain such wastes or substances or to be within one mile of the site of such wastes or substances, without the prior written consent of the Certificate Insurer. (b) The Servicer shall determine, with respect to each defaulted Home Equity Loan, when it has recovered, whether through trustee’s 's sale, foreclosure sale or otherwise, all amounts it expects to recover from or on account of such defaulted Home Equity Loan, whereupon such Home Equity Loan shall become a “"Liquidated Loan" and the Servicer shall promptly submit a liquidation report to the Certificate Insurer in form acceptable to the Certificate Insurer.” (c) The Servicer shall not agree to any modification, waiver or amendment of any provision of any Home Equity Loan unless, in the Servicer’s 's good faith judgment, such modification, waiver or amendment would minimize the loss that might otherwise be experienced with respect to such Home Equity Loan and only in the event of a payment default with respect to such Home Equity Loan or in the event that a payment default with respect to such Home Equity Loan is reasonably foreseeable by the Servicer; provided, however, that no such modification, waiver or amendment shall extend the maturity date of such Home Equity Loan beyond the date that is six months after Remittance Period related to the latest Final Scheduled Distribution Date of all the latest Class of the Classes of Offered Class A Certificates remaining in the Trust. Notwithstanding anything set out in this Section 8.13(c) or elsewhere in this Agreement to the contrary, the Servicer shall be permitted to modify, waive or amend any provision of a Home Equity Loan if required by statute or a court of competent jurisdiction to do so. (d) The Servicer has no intent to foreclose on any Mortgage based on the delinquency characteristics as of the Startup Day; provided, that the foregoing does not prevent the Servicer from initiating foreclosure proceedings on any date hereafter if the facts and circumstances of such Mortgage including delinquency characteristics in the Servicer’s 's discretion so warrant such action.

Realization Upon Defaulted Home Equity Loans; Workout of Home Equity Loans. (a) The Servicer shall foreclose upon or otherwise comparably effect the ownership in the name of the Trustee on behalf of the Trust of Mortgaged Properties relating to defaulted Home Equity Loans as to which no satisfactory arrangements can be made for collection of Delinquent payments and which the Servicer has not purchased pursuant to Section 8.10(b). In connection with such foreclosure or other conversion, the Servicer shall exercise such of the rights and powers vested in it hereunder, and use the same degree of care and skill in their exercise or use, as prudent mortgage lenders would exercise or use under the circumstances in the conduct of their own affairs and consistent with the servicing standards set forth in the FNMA Guide, including, but not limited to, advancing funds for the payment of taxes, amounts due with respect to Senior Liens, and insurance premiumsAccepted Servicing Practices. Any amounts so advanced including any amounts described below regarding environmental inspections shall constitute “"Servicing Advances” " within the meaning of Section 8.09(b) hereof. The Servicer shall sell any REO Mortgaged Property within 35 months from the close of the taxable year of its acquisition by the Trust, at such price as the Servicer in good xxxxx xxxxx faith deems necessary to comply with this covenant unless the Servicer unlxxx xxx Xxxvicer obtains for the Certificate Insurer and the Trustee, an Opinion of Counsel (the expense of which opinion shall be a Servicing Advance) experienced in federal income tax matters acceptable to the Certificate Insurer and the Trustee, addressed to the Certificate Insurer, the Trustee and the Servicer, to the effect that the holding by the Trust of such REO Mortgaged Property for any greater period will not result in the imposition of taxes on “"Prohibited Transactions” " of the Trust or any REMIC created hereunder as defined in Section 860F of the Code or cause any REMIC created hereunder to fail to qualify as a REMIC under the REMIC Provisions at any time that any Certificates are Outstanding. Notwithstanding the generality of the foregoing provisions, the Servicer shall manage, conserve, protect and operate each REO Mortgaged Property for the Owners solely for the purpose of its prompt disposition and sale in a manner which does not cause such REO Mortgaged Property to fail to qualify as “"foreclosure property” property within the meaning of Section 860G(a)(8) of the Code or result in the receipt by any REMIC created hereunder of any “"income from non-permitted assets” " within the meaning of Section 860F(a)(2)(B) of the Code or any “"net income from foreclosure property” " which is subject to taxation under the REMIC Provisions. Pursuant to its efforts to sell such REO Mortgaged Property, the Servicer shall either itself or through an agent selected by the Servicer protect and conserve such REO Mortgaged Property in the same manner and to such extent as is customary in the locality where such REO Mortgaged Property is located and may, incident to its conservation and protection of the interests of the Owners, rent the same, or any part thereof, as the Servicer deems to be in the best interest of the Owners for the period prior to the sale of such REO Property. The Servicer shall take into account the existence of any hazardous substances, hazardous wastes or solid wastes, as such terms are defined in the Comprehensive Environmental Response Compensation and Liability Act, the Resource Conservation and Recovery Act of 1976, or other federal, state or local environmental legislation, on a Property in determining whether to foreclose upon or otherwise comparably convert the ownership of such Mortgaged Property. If the Servicer has actual knowledge of any environmental or hazardous waste risk with respect to the Mortgaged Property that the Servicer is contemplating acquiring in foreclosure or deed in lieu of foreclosure, the Servicer will cause an environmental inspection of the Mortgaged Property in accordance with Accepted Servicing Practices. If such environmental audit or report reveals or if the servicing standards set forth Servicer has knowledge or notice that such Mortgage Property contains such wastes or substances or are within one mile of the site of such wastes or substances, the Servicer shall not foreclose or accept deed in this Agreementlieu of foreclosure without the prior written consent of the Certificate Insurer. (b) The Servicer shall determine, with respect to each defaulted Home Equity Loan, when it has recovered, whether through trustee’s 's sale, foreclosure sale or otherwise, all amounts it expects to recover from or on account of such defaulted Home Equity Loan, whereupon such Home Equity Loan shall become a “"Liquidated Loan.”" and the Servicer shall promptly submit a liquidation report to the Certificate Insurer in form acceptable to the Certificate Insurer, in the form attached hereto as Exhibit Q. (c) The Servicer shall not agree to any modification, waiver or amendment of any provision of any Home Equity Loan unless, in the Servicer’s 's good faith judgment, such modification, waiver or amendment would minimize the loss that might otherwise be experienced with respect to such Home Equity Loan and only the Servicer shall not: (i) permit (unless the Mortgagor is in the event of a payment default with respect to such the Home Equity Loan or such default is, in the event that a payment default judgment of the Servicer, reasonably foreseeable) any modification with respect to such any Home Equity Loan is reasonably foreseeable by that would change the Servicer; providedCoupon Rate, however, that no such modification, waiver reduce or amendment shall increase the Loan Balance (except for reductions resulting from actual payments of principal) or extend the maturity date of such Home Equity Loan beyond or (ii) permit any modification, waiver or amendment of any term of any Home Equity Loan that would both (A) effect an exchange or reissuance of such Home Equity Loan under Section 1001 of the date that is six months Code (or Treasury regulations promulgated thereunder) and (B) cause any REMIC created hereunder to fail to qualify as a REMIC under the Code or the imposition of any tax on "prohibited transactions" or "contributions after the latest Final Scheduled Distribution Date Startup Day" under the REMIC Provisions; provided that the Certificate Insurer's prior written consent shall be required for any modification, waiver or amendment if the aggregate number of all Home Equity Loans outstanding which have been modified, waived or amended exceeds 5% of the Classes number of Offered Certificates remaining in Home Equity Loans as of the TrustCut-Off Date. Notwithstanding anything set out in this Section 8.13(c) or elsewhere in this Agreement to the contrary, the Servicer shall be permitted to modify, waive or amend any provision of a Home Equity Loan if required by statute or a court of competent jurisdiction to do so. (d) The Servicer has no intent to foreclose on any Mortgage based on the delinquency characteristics as of the Startup Day; provided, that the foregoing does not prevent the Servicer from initiating foreclosure proceedings on any date hereafter if the facts and circumstances of such Mortgage including delinquency characteristics in the Servicer’s 's discretion so warrant such action.

Realization Upon Defaulted Home Equity Loans; Workout of Home Equity Loans. 87 (a) The Servicer shall foreclose upon or otherwise comparably effect the ownership in the name of the Trustee on behalf of the Trust of Properties relating to defaulted Home Equity Loans as to which no satisfactory arrangements can be made for collection of Delinquent payments and which the Servicer has not purchased pursuant to Section 8.10(b). In connection with such foreclosure or other conversion, the Servicer shall exercise such of the rights and powers vested in it hereunder, and use the same degree of care and skill in their exercise or use, as prudent mortgage lenders would exercise or use under the circumstances in the conduct of their own affairs and consistent with the servicing standards set forth in the FNMA Guide, including, but not limited to, advancing funds for the payment of taxes, amounts due with respect to Senior Liens, and insurance premiums. Any amounts so advanced shall constitute “"Servicing Advances” " within the meaning of Section 8.09(b) hereof. The Servicer shall sell any REO Property within 35 23 months from the close of the taxable year of its acquisition by the Trust, at such price as the Servicer in good xxxxx xxxxx deems necessary to comply with this covenant unless the Servicer obtains for the Certificate Insurer and the Trustee, an Opinion opinion of Counsel counsel (the expense of which opinion shall be a Servicing Advance) experienced in federal income tax matters acceptable to the Certificate Insurer and the Trustee, addressed to the Certificate Insurer, the Trustee and the Servicer, to the effect that the holding by the Trust of such REO Property for any greater period will not result in the imposition of taxes on “"Prohibited Transactions” " of the Trust or any REMIC therein as defined in Section 860F of the Code or cause any the Upper-Tier REMIC or the Base REMIC therein to fail to qualify as a REMIC under the REMIC Provisions at any time that any Certificates are Outstandingoutstanding. Notwithstanding the generality of the foregoing provisions, the Servicer shall manage, conserve, protect and operate each REO Property for the Owners solely for the purpose of its prompt disposition and sale in a manner which does not cause such REO Property to fail to qualify as “"foreclosure property” " within the meaning of Section 860G(a)(8) of the Code or result in the receipt by any the Upper-Tier REMIC created hereunder or the Base REMIC of any “"income from non-permitted assets” " within the meaning of Section 860F(a)(2)(B) of the Code or any “"net income from foreclosure property” " which is subject to taxation under the REMIC Provisions. Pursuant to its efforts to sell such REO Property, the Servicer shall either itself or through an agent selected by the Servicer protect and conserve such REO Property in the same manner and to such extent as is customary in the locality where such REO Property is located and may, incident to its conservation and protection of the interests of the Owners, rent the same, or any part thereof, as the Servicer deems to be in the best interest of the Owners for the period prior to the sale of such REO Property. The Servicer shall take into account the existence of any hazardous substances, hazardous wastes or solid wastes, as such terms are defined in the Comprehensive Environmental Response Compensation and Liability Act, the Resource Conservation and Recovery Act of 1976, or other federal, state or local environmental legislation, on a Property in determining whether to foreclose upon or otherwise comparably convert the ownership of such Property. If the The Servicer has actual knowledge of shall not take any environmental or hazardous waste risk such action with respect to the any Property that known by the Servicer is contemplating acquiring in foreclosure to contain such wastes or deed in lieu of foreclosure, the Servicer will cause an environmental inspection substances or to be within one mile of the Property in accordance with site of such wastes or substances, without the servicing standards set forth in this Agreementprior written consent of the Certificate Insurer. (b) The Servicer shall determine, with respect to each defaulted Home Equity LoanLoan and in accordance with the procedures set forth in the FNMA Guide, when it has recovered, whether through trustee’s 's sale, foreclosure sale or otherwise, all amounts it expects to recover from or on account of such defaulted Home Equity Loan, whereupon such Home Equity Loan shall become a “"Liquidated Loan".” (c) The Servicer shall not agree to any modification, waiver or amendment of any provision of any Home Equity Loan unless, in the Servicer’s 's good faith judgment, such modification, waiver or amendment would minimize the loss that might otherwise be experienced with respect to such Home Equity Loan and only in the event of a payment default with respect to such Home Equity Loan or in the event that a payment default with respect to such Home Equity Loan is reasonably foreseeable by the Servicer; provided, however, that no such modification, waiver or amendment shall extend the maturity date of such Home Equity Loan beyond the date that is six months after Remittance Period related to the latest Final Scheduled Distribution Payment Date of all of the Classes of Offered Certificates remaining in the TrustClass A-6 Certificates. Notwithstanding anything set out in this Section 8.13(c) or elsewhere in this Agreement to the contrary, the Servicer shall be permitted to modify, waive or amend any provision of a Home Equity Loan if required by statute or a court of competent jurisdiction to do so. (d) The Servicer shall provide written notice to the Trustee and the Certificate Insurer prior to the execution of any modification, waiver or amendment of any provision of any Home Equity Loan; provided that if the Certificate Insurer does not object in writing to the modification, waiver or amendment specified in such notice within 5 Business Days after its receipt thereof, the Servicer may effectuate such modification, waiver or amendment and shall deliver to the Custodian, on behalf of the Trustee for deposit in the related File, an original counterpart of the agreement relating to such modification, waiver or amendment, promptly following the execution thereof. (e) The Servicer has no intent to foreclose on any Mortgage based on the delinquency characteristics as of the Startup Day; provided, that the foregoing does not prevent the Servicer from initiating foreclosure proceedings on any date hereafter if the facts and circumstances of such Mortgage including delinquency characteristics in the Servicer’s 's discretion so warrant such action.

Realization Upon Defaulted Home Equity Loans; Workout of Home Equity Loans. (a) The Servicer shall foreclose upon or otherwise comparably effect the ownership in the name of the Trustee on behalf of the Trust of Properties relating to defaulted Home Equity Loans as to which no satisfactory arrangements can be made for collection of Delinquent payments and which the Servicer has not purchased pursuant to Section 8.10(b). In connection with such foreclosure or other conversion, the Servicer shall exercise such of the rights and powers vested in it hereunder, and use the same degree of care and skill in their exercise or use, as prudent mortgage lenders would exercise or use under the circumstances in the conduct of their own affairs and consistent with the servicing standards set forth in the FNMA Guide, including, but not limited to, advancing funds for the payment of taxes, amounts due with respect to Senior Liens, and insurance premiums. Any amounts so advanced shall constitute “"Servicing Advances” " within the meaning of Section 8.09(b) hereof. The Servicer shall sell any REO Property within 35 23 months from the close of the taxable year of its acquisition by the Trust, at such price as the Servicer in good xxxxx xxxxx necessary to comply with this covenant unless the Servicer obtains for the Certificate Insurer and the Trustee, an Opinion opinion of Counsel counsel (the expense of which opinion shall be a Servicing Advance) experienced in federal income tax matters acceptable to the Certificate Insurer and the Trustee, addressed to the Certificate Insurer, the Trustee and the Servicer, to the effect that the holding by the Trust of such REO Property for any greater period will not result in the imposition of taxes on “"Prohibited Transactions” " of the Trust or any the REMIC Estate as defined in Section 860F of the Code or cause any the REMIC Estate to fail to qualify as a REMIC under the REMIC Provisions at any time that any Certificates are Outstandingoutstanding. Notwithstanding the generality of the foregoing provisions, the Servicer shall manage, conserve, protect and operate each REO Property for the Owners solely for the purpose of its prompt disposition and sale in a manner which does not cause such REO Property to fail to qualify as “"foreclosure property” " within the meaning of Section 860G(a)(8) of the Code or result in the receipt by any the REMIC created hereunder of any “"income from non-permitted assets” " within the meaning of Section 860F(a)(2)(B) of the Code or any “"net income from foreclosure property” " which is subject to taxation under the REMIC Provisions. Pursuant to its efforts to sell such REO Property, the Servicer shall either itself or through an agent selected by the Servicer protect and conserve such REO Property in the same manner and to such extent as is customary in the locality where such REO Property is located and may, incident to its conservation and protection of the interests of the Owners, rent the same, or any part thereof, as the Servicer deems to be in the best interest of the Owners for the period prior to the sale of such REO Property. The Servicer shall take into account the existence of any hazardous substances, hazardous wastes or solid wastes, as such terms are defined in the Comprehensive Environmental Response Compensation and Liability Act, the Resource Conservation and Recovery Act of 1976, or other federal, state or local environmental legislation, on a Property in determining whether to foreclose upon or otherwise comparably convert the ownership of such Property. If the The Servicer has actual knowledge of shall not take any environmental or hazardous waste risk such action with respect to the any Property that known by the Servicer is contemplating acquiring in foreclosure to contain such wastes or deed in lieu of foreclosure, the Servicer will cause an environmental inspection substances or to be within one mile of the Property in accordance with site of such wastes or substances, without the servicing standards set forth in this Agreementprior written consent of the Certificate Insurer. (b) The Servicer shall determine, with respect to each defaulted Home Equity LoanLoan and in accordance with the procedures set forth in the FNMA Guide, when it has recovered, whether through trustee’s 's sale, foreclosure sale or otherwise, all amounts it expects to recover from or on account of such defaulted Home Equity Loan, whereupon such Home Equity Loan shall become a “"Liquidated Loan" and the Servicer shall promptly submit a Liquidation Report (as defined in the Insurance Agreement) to the Certificate Insurer.” (c) The Servicer shall not agree to any modification, waiver or amendment of any provision of any Home Equity Loan unless, in the Servicer’s 's good faith judgment, such modification, waiver or amendment would minimize the loss that might otherwise be experienced with respect to such Home Equity Loan and only in the event of a payment default with respect to such Home Equity Loan or in the event that a payment default with respect to such Home Equity Loan is reasonably foreseeable by the Servicer; provided, however, that no such modification, waiver or amendment shall extend the maturity date of such Home Equity Loan beyond the date that is six months after Remittance Period related to the Final Scheduled Payment Date of the latest Final Scheduled Distribution Date Class of all of the Classes of Offered Class A Certificates remaining in the Trust. Notwithstanding anything set out in this Section 8.13(c) or elsewhere in this Agreement to the contrary, the Servicer shall be permitted to modify, waive or amend any provision of a Home Equity Loan if required by statute or a court of competent jurisdiction to do so. (d) The Servicer shall provide written notice to the Trustee and the Certificate Insurer prior to the execution of any modification, waiver or amendment of any provision of any Home Equity Loan; provided that if the Certificate Insurer does not object in writing to the modification, waiver or amendment specified in such notice within 5 Business Days after its receipt thereof, the Servicer may effectuate such modification, waiver or amendment and shall deliver to the Custodian, on behalf of the Trustee for deposit in the related File, an original counterpart of the agreement relating to such modification, waiver or amendment, promptly following the execution thereof. (e) The Servicer has no intent to foreclose on any Mortgage based on the delinquency characteristics as of the Startup Day; provided, that the foregoing does not prevent the Servicer from initiating foreclosure proceedings on any date hereafter if the facts and circumstances of such Mortgage including delinquency characteristics in the Servicer’s 's discretion so warrant such action.

Realization Upon Defaulted Home Equity Loans; Workout of Home Equity Loans. (a) The Servicer shall foreclose upon or otherwise comparably effect the ownership in the name of the Indenture Trustee on behalf of the Trust of Properties relating to defaulted Home Equity Loans as to which no satisfactory arrangements can be made for collection of Delinquent payments and which the Servicer has not purchased pursuant to Section 8.10(b4.10(b). In connection with such foreclosure or other conversion, the Servicer shall exercise such of the rights and powers vested in it hereunder, and use the same degree of care and skill in their exercise or use, as prudent mortgage lenders would exercise or use under the circumstances in the conduct of their own affairs and consistent with the servicing standards set forth in the FNMA Xxxxxx Xxx Guide, including, but not limited to, advancing funds for the payment of taxes, amounts amount due with respect to Senior Liens, Liens and insurance premiums. Any amounts so advanced shall constitute “"Servicing Advances” " within the meaning of Section 8.09(b4.09(b) hereof. The Servicer shall sell any REO Property within 35 months from the close of the taxable year of its acquisition by the Trust, at such price as the Servicer in good xxxxx xxxxx necessary to comply with this covenant unless the Servicer obtains for the Note Insurer and the Indenture Trustee, an Opinion opinion of Counsel counsel (the expense of which opinion shall be a Servicing Advance) experienced in federal income tax matters acceptable to the Note Insurer and the Indenture Trustee, addressed to the Note Insurer, the Indenture Trustee and the Servicer, to the effect that the holding by the Trust of such REO Property for any greater period will not result in the imposition of taxes on “Prohibited Transactions” of the Trust or any REMIC as defined in Section 860F of the Code or cause any REMIC to fail to qualify as a REMIC under the REMIC Provisions at any time that any Certificates are Outstanding. Notwithstanding the generality of the foregoing provisions, the Servicer shall manage, conserve, protect and operate each REO Property for the Owners solely for the purpose of its prompt disposition and sale in a manner which does not cause such REO Property to fail to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code or result in the receipt by any REMIC created hereunder of any “income from non-permitted assets” within the meaning of Section 860F(a)(2)(B) of the Code or any “net income from foreclosure property” which is subject to taxation under the REMIC ProvisionsTrust. Pursuant to its efforts to sell such REO Property, the Servicer shall either itself or through an agent selected by the Servicer protect and conserve such REO Property in the same manner and to such extent as is customary in the locality where such REO Property is located and may, incident to its conservation and protection of the interests of the Owners, rent the same, or any part thereof, as the Servicer deems to be in the best interest of the Owners for the period prior to the sale of such REO Property. The Servicer shall take into account the existence of any hazardous substances, hazardous wastes or solid wastes, as such terms are defined in the Comprehensive Environmental Response Compensation and Liability Act, the Resource Conservation and Recovery Act of 1976, or other federal, state or local environmental legislation, on a Property in determining whether to foreclose upon or otherwise comparably convert the ownership of such Property. If the The Servicer has actual knowledge of shall not take any environmental or hazardous waste risk such action with respect to the any Property that known by the Servicer is contemplating acquiring in foreclosure to contain such wastes or deed in lieu of foreclosure, the Servicer will cause an environmental inspection substances or to be within one mile of the Property in accordance with site of such wastes or substances, without the servicing standards set forth in this Agreementprior written consent of the Note Insurer. (b) The Servicer shall determine, with respect to each defaulted Home Equity LoanLoan and in accordance with the procedures set forth in the Xxxxxx Xxx Guide, when it has recovered, whether through trustee’s 's sale, foreclosure sale or otherwise, all amounts it expects to recover from or on account of such defaulted Home Equity Loan, whereupon such Home Equity Loan shall become a “"Liquidated Loan" and the Servicer shall promptly submit a Liquidation Report (as defined in the Insurance Agreement) to the Note Insurer.” (c) The Servicer shall not agree to any modification, waiver or amendment of any provision of any Home Equity Loan unless, in the Servicer’s 's good faith judgment, such modification, waiver or amendment would minimize the loss that might otherwise be experienced with respect to such Home Equity Loan and only in the event of a payment default with respect to such Home Equity Loan or in the event that a payment default with respect to such Home Equity Loan is reasonably foreseeable by the Servicerimminent; provided, however, that no such modification, waiver or amendment shall extend the maturity date of such Home Equity Loan beyond the date that is six months after Remittance Period related to the latest Final Scheduled Distribution Date of all of the Classes of Offered Certificates remaining in the TrustPayment Date. Notwithstanding anything set out in this Section 8.13(c4.13(c) or elsewhere in this Agreement to the contrary, the Servicer shall be permitted to modify, waive or amend any provision of a Home Equity Loan if required by statute or a court of competent jurisdiction to do so. (d) The Servicer shall provide written notice to the Indenture Trustee and the Note Insurer prior to the execution of any modification, waiver or amendment of any provision of any Home Equity Loan; provided that if the Note Insurer does not object in writing to the modification, waiver or amendment specified in such notice within 5 Business Days after its receipt thereof, the Servicer may effectuate such modification, waiver or amendment and shall deliver to the Custodian, on behalf of the Indenture Trustee for deposit in the related File, an original counterpart of the agreement relating to such modification, waiver or amendment, promptly following the execution thereof. (e) The Servicer has no intent to foreclose on any Mortgage based on the delinquency characteristics as of the Startup DayClosing Date; provided, that the foregoing does not prevent the Servicer from initiating foreclosure proceedings on any date hereafter if the facts and circumstances of such Mortgage including delinquency characteristics in the Servicer’s 's discretion so warrant such action.

Realization Upon Defaulted Home Equity Loans; Workout of Home Equity Loans. (a) The Servicer shall foreclose upon or otherwise comparably effect the ownership in the name of the Trustee on behalf of the Trust of Properties relating to defaulted Home Equity Loans as to which no satisfactory arrangements can be made for collection of Delinquent payments and which the Servicer has not purchased pursuant to Section 8.10(b). In connection with such foreclosure or other conversion, the Servicer shall exercise such of the rights and powers vested in it hereunder, and use the same degree of care and skill in their exercise or use, as prudent mortgage lenders would exercise or use under the circumstances in the conduct of their own affairs and consistent with the servicing standards set forth in the FNMA Fannie Mae Guide, including, but not limited to, advancing funds for the payment txx xxxmxxx of taxes, amounts due with respect to Senior Liens, and insurance premiums. Any amounts so advanced shall constitute “"Servicing Advances” " within the meaning of Section 8.09(b) hereof. The Servicer shall sell any REO Property within 35 months from the close of the taxable year of its acquisition by the Trust, at such price as the Servicer in good xxxxx xxxxx faith deems necessary to comply with this covenant unless the Servicer obtains for xxxxxxx xxr the Certificate Insurer and the Trustee, an Opinion opinion of Counsel counsel (the expense of which opinion shall be a Servicing Advance) experienced in federal income tax matters acceptable to the Certificate Insurer and the Trustee, addressed to the Certificate Insurer and the Trustee and the Servicer, to the effect that the holding by the Trust of such REO Property for any greater period will not result in the imposition of taxes on “"Prohibited Transactions” " of the Trust or any REMIC therein as defined in Section 860F of the Code or cause any either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC under the REMIC Provisions at any time that any Certificates are Outstandingoutstanding. Notwithstanding the generality of the foregoing provisions, the Servicer shall manage, conserve, protect and operate each REO Property for the Owners solely for the purpose of its prompt disposition and sale in a manner which does not cause such REO Property to fail to qualify as “"foreclosure property” " within the meaning of Section 860G(a)(8) of the Code or result in the receipt by any the Lower-Tier REMIC created hereunder or the Upper-Tier REMIC of any “"income from non-permitted assets” " within the meaning of Section 860F(a)(2)(B) of the Code or any “"net income from foreclosure property” " which is subject to taxation under the REMIC Provisions. Pursuant to its efforts to sell such REO Property, the Servicer shall either itself or through an agent selected by the Servicer protect and conserve such REO Property in the same manner and to such extent as is customary in the locality where such REO Property is located and may, incident to its conservation and protection of the interests of the Owners, rent the same, or any part thereof, as the Servicer deems to be in the best interest of the Owners for the period prior to the sale of such REO Property. The Servicer shall take into account the existence of any hazardous substances, hazardous wastes or solid wastes, as such terms are defined in the Comprehensive Environmental Response Compensation and Liability Act, the Resource Conservation and Recovery Act of 1976, or other federal, state or local environmental legislation, on a Property in determining whether to foreclose upon or otherwise comparably convert the ownership of such Property. If the The Servicer has actual knowledge of shall not take any environmental or hazardous waste risk such action with respect to the any Property that known by the Servicer is contemplating acquiring in foreclosure to contain such wastes or deed in lieu of foreclosure, the Servicer will cause an environmental inspection substances or to be within one mile of the Property in accordance with site of such wastes or substances, without the servicing standards set forth in this Agreementprior written consent of the Trustee and the Certificate Insurer. (b) The Servicer shall determine, with respect to each defaulted Home Equity LoanLoan and in accordance with the procedures set forth in the Fannie Mae Guide, when it has recovered, whether through trustee’s sale's salx, foreclosure xxxexxxsure sale or otherwise, all amounts it expects to recover from or on account of such defaulted Home Equity Loan, whereupon such Home Equity Loan shall become a “"Liquidated Loan.”" (c) The Servicer shall not agree to any modification, waiver or amendment of any provision of any Home Equity Loan unless, in the Servicer’s 's good faith judgment, such modification, waiver or amendment would minimize the loss that might otherwise be experienced with respect to such Home Equity Loan and only in the event of a payment default with respect to such Home Equity Loan or in the event that a payment default with respect to such Home Equity Loan is reasonably foreseeable by the Servicerimminent; provided, however, that no such modification, waiver or amendment shall extend the maturity date of such Home Equity Loan beyond the date that is six months after Remittance Period related to the final scheduled Payment Date of the latest Final Scheduled Distribution Date Class of all of the Classes of Offered Class A Certificates remaining in the Trust. Notwithstanding anything set out in this Section 8.13(c) or elsewhere in this Agreement to the contrary, the Servicer shall be permitted to modify, waive or amend any provision of a Home Equity Loan if required by statute or a court of competent jurisdiction to do so. (d) The Servicer shall provide written notice to the Trustee and the Certificate Insurer prior to the execution of any modification, waiver or amendment of any provision of any Home Equity Loan; provided, that if the Certificate Insurer does not object in writing to the modification, waiver or amendment specified in such notice five (5) Business Days after its receipt thereof, the Servicer may effectuate such modification, waiver or amendment and shall deliver to the Custodian, on behalf of the Trustee for deposit in the related File, an original counterpart of the agreement relating to such modification, waiver or amendment, promptly following the execution thereof. (e) The Servicer has no intent to foreclose on any Mortgage based on the delinquency characteristics as of the Startup Day; provided, that the foregoing does not prevent the Servicer from initiating foreclosure proceedings on any date hereafter if the facts and circumstances of such Mortgage including delinquency characteristics in the Servicer’s 's discretion so warrant such action.

Realization Upon Defaulted Home Equity Loans; Workout of Home Equity Loans. (a) The Servicer shall foreclose upon or otherwise comparably effect the ownership in the name of the Trustee on behalf of the Trust of Properties relating to defaulted Home Equity Loans as to which no satisfactory arrangements can be made for collection of Delinquent payments and which the Servicer has not purchased pursuant to Section 8.10(b). In connection with such foreclosure or other conversion, the Servicer shall exercise such of the rights and powers vested in it hereunder, and use the same degree of care and skill in their exercise or use, as prudent mortgage lenders would exercise or use under the circumstances in the conduct of their own affairs and consistent with the servicing standards set forth in the FNMA Guide, including, but not limited to, advancing funds for the payment of taxes, amounts due with respect to Senior Liens, and insurance premiums. Any amounts so advanced shall constitute “"Servicing Advances” " within the meaning of Section 8.09(b) hereof. The Servicer shall sell any REO Property within 35 months from the close of the taxable year of its acquisition by the Trust, at such price as the Servicer in good xxxxx xxxxx necessary to comply with this covenant unless the Servicer obtains for the Certificate Insurer and the Trustee, an Opinion of Counsel (the expense of which opinion shall be a Servicing Advance) experienced in federal income tax matters acceptable to the Certificate Insurer and the Trustee, addressed to the Certificate Insurer, the Trustee and the Servicer, to the effect that the holding by the Trust of such REO Property for any greater period will not result in the imposition of taxes on “"Prohibited Transactions” " of the Trust or any either REMIC as defined in Section 860F of the Code or cause any either REMIC to fail to qualify as a REMIC under the REMIC Provisions at any time that any Certificates are Outstanding. Notwithstanding the generality of the foregoing provisions, the Servicer shall manage, conserve, protect and operate each REO Property for the Owners solely for the purpose of its prompt disposition and sale in a manner which does not cause such REO Property to fail to qualify as “"foreclosure property” property within the meaning of Section 860G(a)(8) of the Code or result in the receipt by any either REMIC created hereunder of any “"income from non-permitted assets” " within the meaning of Section 860F(a)(2)(B) of the Code or any “"net income from foreclosure property” " which is subject to taxation under the REMIC Provisions. Pursuant to its efforts to sell such REO Property, the Servicer shall either itself or through an agent selected by the Servicer protect and conserve such REO Property in the same manner and to such extent as is customary in the locality where such REO Property is located and may, incident to its conservation and protection of the interests of the Owners, rent the same, or any part thereof, as the Servicer deems to be in the best interest of the Owners for the period prior to the sale of such REO Property. The Servicer shall take into account the existence of any hazardous substances, hazardous wastes or solid wastes, as such terms are defined in the Comprehensive Environmental Response Compensation and Liability Act, the Resource Conservation and Recovery Act of 1976, or other federal, state or local environmental legislation, on a Property in determining whether to foreclose upon or otherwise comparably convert the ownership of such Property. If the Servicer has actual knowledge of any environmental or hazardous waste risk with respect to the Property that the Servicer is contemplating acquiring in foreclosure or deed in lieu of foreclosure, the Servicer will cause an environmental inspection of the Property in accordance with the servicing standards set forth in this Agreement. The Servicer shall not take any such action with respect to any Property known by the Servicer to contain such wastes or substances or to be within one mile of the site of such wastes or substances, without the prior written consent of the Certificate Insurer. (b) The Servicer shall determine, with respect to each defaulted Home Equity Loan, when it has recovered, whether through trustee’s 's sale, foreclosure sale or otherwise, all amounts it expects to recover from or on account of such defaulted Home Equity Loan, whereupon such Home Equity Loan shall become a “"Liquidated Loan" and the Servicer shall promptly submit a liquidation report to the Certificate Insurer in form acceptable to the Certificate Insurer.” (c) The Servicer shall not agree to any modification, waiver or amendment of any provision of any Home Equity Loan unless, in the Servicer’s 's good faith judgment, such modification, waiver or amendment would minimize the loss that might otherwise be experienced with respect to such Home Equity Loan and only in the event of a payment default with respect to such Home Equity Loan or in the event that a payment default with respect to such Home Equity Loan is reasonably foreseeable by the Servicer; provided, however, that no such modification, waiver or amendment shall extend the maturity date of such Home Equity Loan beyond the date that is six months after Remittance Period related to the latest Final Scheduled Distribution Date of all the latest Class of the Classes of Offered Class A Certificates remaining in the Trust. Notwithstanding anything set out in this Section 8.13(c) or elsewhere in this Agreement to the contrary, the Servicer shall be permitted to modify, waive or amend any provision of a Home Equity Loan if required by statute or a court of competent jurisdiction to do so. (d) The Servicer has no intent to foreclose on any Mortgage based on the delinquency characteristics as of the Startup Day; provided, that the foregoing does not prevent the Servicer from initiating foreclosure proceedings on any date hereafter if the facts and circumstances of such Mortgage including delinquency characteristics in the Servicer’s 's discretion so warrant such action.

Realization Upon Defaulted Home Equity Loans; Workout of Home Equity Loans. (a) The Servicer shall foreclose upon or otherwise comparably effect the ownership in the name of the Trustee on behalf of the Trust of Properties relating to defaulted Home Equity Loans as to which no satisfactory arrangements can be made for collection of Delinquent payments and which the Servicer has not purchased pursuant to Section 8.10(b). In connection with such foreclosure or other conversion, the Servicer shall exercise such of the rights and powers vested in it hereunder, and use the same degree of care and skill in their exercise or use, as prudent mortgage lenders would exercise or use under the circumstances in the conduct of their own affairs and consistent with the servicing standards set forth in the FNMA Guide, including, but not limited to, advancing funds for the payment of taxes, amounts due with respect to Senior Liens, and insurance premiums. Any amounts so advanced shall constitute “Servicing Advances” within the meaning of Section 8.09(b) hereof. The Servicer shall sell any REO Property within 35 months from the close of the taxable year of its acquisition by the Trust, at such price as the Servicer in good xxxxx xxxxx necessary to comply with this covenant unless the Servicer obtains for the Trustee, an Opinion of Counsel (the expense of which opinion shall be a Servicing Advance) experienced in federal income tax matters acceptable to the Trustee, addressed to the Trustee and the Servicer, to the effect that the holding by the Trust of such REO Property for any greater period will not result in the imposition of taxes on “Prohibited Transactions” of the Trust or any REMIC as defined in Section 860F of the Code or cause any REMIC to fail to qualify as a REMIC under the REMIC Provisions at any time that any Certificates are Outstanding. Notwithstanding the generality of the foregoing provisions, the Servicer shall manage, conserve, protect and operate each REO Property for the Owners solely for the purpose of its prompt disposition and sale in a manner which does not cause such REO Property to fail to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code or result in the receipt by any REMIC created hereunder of any “income from non-permitted assets” within the meaning of Section 860F(a)(2)(B) of the Code or any “net income from foreclosure property” which is subject to taxation under the REMIC Provisions. Pursuant to its efforts to sell such REO Property, the Servicer shall either itself or through an agent selected by the Servicer protect and conserve such REO Property in the same manner and to such extent as is customary in the locality where such REO Property is located and may, incident to its conservation and protection of the interests of the Owners, rent the same, or any part thereof, as the Servicer deems to be in the best interest of the Owners for the period prior to the sale of such REO Property. The Servicer shall take into account the existence of any hazardous substances, hazardous wastes or solid wastes, as such terms are defined in the Comprehensive Environmental Response Compensation and Liability Act, the Resource Conservation and Recovery Act of 1976, or other federal, state or local environmental legislation, on a Property in determining whether to foreclose upon or otherwise comparably convert the ownership of such Property. If the Servicer has actual knowledge of any environmental or hazardous waste risk with respect to the Property that the Servicer is contemplating acquiring in foreclosure or deed in lieu of foreclosure, the Servicer will cause an environmental inspection of the Property in accordance with the servicing standards set forth in this Agreement. (b) The Servicer shall determine, with respect to each defaulted Home Equity Loan, when it has recovered, whether through trustee’s sale, foreclosure sale or otherwise, all amounts it expects to recover from or on account of such defaulted Home Equity Loan, whereupon such Home Equity Loan shall become a “Liquidated Loan.” (c) The Servicer shall not agree to any modification, waiver or amendment of any provision of any Home Equity Loan unless, in the Servicer’s good faith judgment, such modification, waiver or amendment would minimize the loss that might otherwise be experienced with respect to such Home Equity Loan and only in the event of a payment default with respect to such Home Equity Loan or in the event that a payment default with respect to such Home Equity Loan is reasonably foreseeable by the Servicer; provided, however, that no such modification, waiver or amendment shall extend the maturity date of such Home Equity Loan beyond the date that is six months after the latest Final Scheduled Distribution Date of all of the Classes of Offered Certificates remaining in the Trust. Notwithstanding anything set out in this Section 8.13(c) or elsewhere in this Agreement to the contrary, the Servicer shall be permitted to modify, waive or amend any provision of a Home Equity Loan if required by statute or a court of competent jurisdiction to do so. To the extent such action does not materially prejudice the pecuniary interests of the Certificateholders, the Servicer shall use various loss mitigation techniques in lieu of foreclosure when deemed reasonably possible by the Servicer. Notwithstanding anything in this Agreement to the contrary, in servicing and administering the Home Equity Loans, Servicer shall have full power and authority consistent with servicing standards set forth in Section 8.01 hereof to do or cause to be done any and all loss mitigation techniques in connection with servicing and administering the Home Equity Loans which it may deem necessary or desirable and in the best interests of the Certificateholders to maximize the recovery of principal and interest over the life of the Home Equity Loans, including, without limitation, granting forbearances, entering into temporary and permanent modifications (including, without limitation, rate reductions and term extensions (in accordance with the previous paragraph)), capitalizing additional amounts under the Mortgage and the Note, accepting short sales, and accepting partial payments; provided, that Servicer shall not knowingly permit any such loss mitigation activity to both (a) effect an exchange or reissuance of such Home Equity Loan under Section 1001 of the Code (or final, temporary or proposed Treasury regulations promulgated thereunder) and (b) cause any REMIC to fail to qualify as a REMIC under the Code or the imposition of any tax on “prohibited transactions” or “contributions after the startup date” under provisions of the federal income tax law relating to real estate mortgage investment conduits, which appear at Sections 860A through 860G of Subchapter M of Chapter 1 of the Code, and related provisions, and regulations promulgated thereunder, as the foregoing may be in effect from time to time as well as provisions of applicable state laws. (d) The Servicer has no intent to foreclose on any Mortgage based on the delinquency characteristics as of the Startup Day; provided, that the foregoing does not prevent the Servicer from initiating foreclosure proceedings on any date hereafter if the facts and circumstances of such Mortgage including delinquency characteristics in the Servicer’s discretion so warrant such action.

Realization Upon Defaulted Home Equity Loans; Workout of Home Equity Loans. (a) The Servicer shall foreclose upon or otherwise comparably effect the ownership in the name of the Trustee on behalf of the Trust of Properties relating to defaulted Home Equity Loans as to which no satisfactory arrangements can be made for collection of Delinquent payments and which the Servicer has not purchased pursuant to Section 8.10(b). In connection with such foreclosure or other conversion, the Servicer shall exercise such of the rights and powers vested in it hereunder, and use the same degree of care and skill in their exercise or use, as prudent mortgage lenders would exercise or use under the circumstances in the conduct of their own affairs and consistent with the servicing standards set forth in the FNMA Xxxxxx Xxx Guide, including, but not limited to, advancing funds for the payment of taxes, amounts due with respect to 77 Senior Liens, and insurance premiums. Any amounts so advanced shall constitute “"Servicing Advances” " within the meaning of Section 8.09(b) hereof. The Servicer shall sell any REO Property within 35 months from the close of the taxable year of its acquisition by the Trust, at such price as the Servicer in good xxxxx xxxxx necessary to comply with this covenant unless the Servicer obtains for the Trustee, an Opinion opinion of Counsel counsel (the expense of which opinion shall be a Servicing Advance) experienced in federal income tax matters acceptable to the Trustee, addressed to the Trustee and the Servicer, to the effect that the holding by the Trust of such REO Property for any greater period will not result in the imposition of taxes on “"Prohibited Transactions” " of the Trust or any REMIC therein as defined in Section 860F of the Code or cause any either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC under the REMIC Provisions at any time that any Certificates are Outstandingoutstanding. Notwithstanding the generality of the foregoing provisions, the Servicer shall manage, conserve, protect and operate each REO Property for the Owners solely for the purpose of its prompt disposition and sale in a manner which does not cause such REO Property to fail to qualify as “"foreclosure property” " within the meaning of Section 860G(a)(8) of the Code or result in the receipt by any the Lower-Tier REMIC created hereunder or the Upper-Tier REMIC of any “"income from non-permitted assets” " within the meaning of Section 860F(a)(2)(B) of the Code or any “"net income from foreclosure property” " which is subject to taxation under the REMIC Provisions. Pursuant to its efforts to sell such REO Property, the Servicer shall either itself or through an agent selected by the Servicer protect and conserve such REO Property in the same manner and to such extent as is customary in the locality where such REO Property is located and may, incident to its conservation and protection of the interests of the Owners, rent the same, or any part thereof, as the Servicer deems to be in the best interest of the Owners for the period prior to the sale of such REO Property. The Servicer shall take into account the existence of any hazardous substances, hazardous wastes or solid wastes, as such terms are defined in the Comprehensive Environmental Response Compensation and Liability Act, the Resource Conservation and Recovery Act of 1976, or other federal, state or local environmental legislation, on a Property in determining whether to foreclose upon or otherwise comparably convert the ownership of such Property. If the Servicer has actual knowledge of any environmental or hazardous waste risk with respect to the Property that the Servicer is contemplating acquiring in foreclosure or deed in lieu of foreclosure, the Servicer will cause an environmental inspection of the Property in accordance with the servicing standards set forth in this Agreement. (b) The Servicer shall determine, with respect to each defaulted Home Equity LoanLoan and in accordance with the procedures set forth in the Xxxxxx Xxx Guide, when it has recovered, whether through trustee’s 's sale, foreclosure sale or otherwise, all amounts it expects to recover from or on account of such defaulted Home Equity Loan, whereupon such Home Equity Loan shall become a “"Liquidated Loan.”" (c) The Servicer shall not agree to any modification, waiver or amendment of any provision of any Home Equity Loan unless, in the Servicer’s 's good faith judgment, such modification, waiver or amendment would minimize the loss that might otherwise be experienced with respect to such Home Equity Loan and only in the event of a payment default with respect to such Home Equity Loan or in the event that a payment default with respect to such Home Equity Loan is reasonably foreseeable by the Servicerimminent; provided, however, that no such modification, waiver or amendment shall extend the maturity date of such Home Equity Loan beyond the date that is six months after Remittance Period related to the final scheduled Payment Date of the latest Final Scheduled Distribution Date of all of the Classes Class of Offered Certificates remaining in the Trust. Notwithstanding anything set out in this Section 8.13(c) or elsewhere in this Agreement to the contrary, the Servicer shall be permitted to modify, waive or amend any provision of a Home Equity Loan if required by statute or a court of competent jurisdiction to do so. (d) The Servicer shall provide written notice to the Trustee prior to the execution of any modification, waiver or amendment of any provision of any Home Equity Loan and after the Servicer effectuates such modification, waiver or amendment it shall deliver to the Custodian, on behalf of the Trustee for deposit in the related File, an original counterpart of the agreement relating to such modification, waiver or amendment, promptly following the execution thereof. (e) The Servicer has no intent to foreclose on any Mortgage based on the delinquency characteristics as of the Startup Day; provided, that the foregoing does not prevent the Servicer from initiating foreclosure proceedings on any date hereafter if the facts and circumstances of such Mortgage including delinquency characteristics in the Servicer’s 's discretion so warrant such action.

Realization Upon Defaulted Home Equity Loans; Workout of Home Equity Loans. (a) The Servicer shall foreclose upon or otherwise comparably effect the ownership in the name of the Indenture Trustee on behalf of the Trust of Properties relating to defaulted Home Equity Loans as to which no satisfactory arrangements can be made for collection of Delinquent payments and which the Servicer has not purchased pursuant to Section 8.10(b4.10(b). In connection with such foreclosure or other conversion, the Servicer shall exercise such of the rights and powers vested in it hereunder, and use the same degree of care and skill in their exercise or use, as prudent mortgage lenders would exercise or use under the circumstances in the conduct of their own affairs and consistent with the servicing standards set forth in the FNMA GuideFannxx Xxx Xxxde, including, but not limited to, advancing funds for the payment of taxes, amounts due with respect to Senior Liens, and insurance premiums. Any amounts so advanced shall constitute “"Servicing Advances” " within the meaning of Section 8.09(b4.09(b) hereof. The Servicer shall sell any REO Property within 35 23 months from the close of the taxable year of its acquisition by the Trust, at such price as the Servicer in good faitx xxxxx xxxxx necessary xxxessary to comply with this covenant unless the Servicer obtains for the Note Insurer and the Indenture Trustee, an Opinion opinion of Counsel counsel (the expense of which opinion shall be a Servicing Advance) experienced in federal income tax matters acceptable to the Note Insurer and the Indenture Trustee, addressed to the Note Insurer, the Indenture Trustee and the Servicer, to the effect that the holding by the Trust of such REO Property for any greater period will not result in the imposition of taxes on “Prohibited Transactions” of the Trust or any REMIC as defined in Section 860F of the Code or cause any REMIC to fail to qualify as a REMIC under the REMIC Provisions at any time that any Certificates are Outstanding. Notwithstanding the generality of the foregoing provisions, the Servicer shall manage, conserve, protect and operate each REO Property for the Owners solely for the purpose of its prompt disposition and sale in a manner which does not cause such REO Property to fail to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code or result in the receipt by any REMIC created hereunder of any “income from non-permitted assets” within the meaning of Section 860F(a)(2)(B) of the Code or any “net income from foreclosure property” which is subject to taxation under the REMIC Provisions. Pursuant to its efforts to sell such REO Property, the Servicer shall either itself or through an agent selected by the Servicer protect and conserve such REO Property in the same manner and to such extent as is customary in the locality where such REO Property is located and may, incident to its conservation and protection of the interests of the Owners, rent the same, or any part thereof, as the Servicer deems to be in the best interest of the Owners for the period prior to the sale of such REO Property. The Servicer shall take into account the existence of any hazardous substances, hazardous wastes or solid wastes, as such terms are defined in the Comprehensive Environmental Response Compensation and Liability Act, the Resource Conservation and Recovery Act of 1976, or other federal, state or local environmental legislation, on a Property in determining whether to foreclose upon or otherwise comparably convert the ownership of such Property. If the Servicer has actual knowledge of any environmental or hazardous waste risk with respect to the Property that the Servicer is contemplating acquiring in foreclosure or deed in lieu of foreclosure, the Servicer will cause an environmental inspection of the Property in accordance with the servicing standards set forth in this Agreement. (b) The Servicer shall determine, with respect to each defaulted Home Equity Loan, when it has recovered, whether through trustee’s sale, foreclosure sale or otherwise, all amounts it expects to recover from or on account of such defaulted Home Equity Loan, whereupon such Home Equity Loan shall become a “Liquidated Loan.” (c) The Servicer shall not agree to any modification, waiver or amendment of any provision of any Home Equity Loan unless, in the Servicer’s good faith judgment, such modification, waiver or amendment would minimize the loss that might otherwise be experienced with respect to such Home Equity Loan and only in the event of a payment default with respect to such Home Equity Loan or in the event that a payment default with respect to such Home Equity Loan is reasonably foreseeable by the Servicer; provided, however, that no such modification, waiver or amendment shall extend the maturity date of such Home Equity Loan beyond the date that is six months after the latest Final Scheduled Distribution Date of all of the Classes of Offered Certificates remaining in the Trust. Notwithstanding anything set out in this Section 8.13(c) or elsewhere in this Agreement to the contrary, the Servicer shall be permitted to modify, waive or amend any provision of a Home Equity Loan if required by statute or a court of competent jurisdiction to do so. (d) The Servicer has no intent to foreclose on any Mortgage based on the delinquency characteristics as of the Startup Day; provided, that the foregoing does not prevent the Servicer from initiating foreclosure proceedings on any date hereafter if the facts and circumstances of such Mortgage including delinquency characteristics in the Servicer’s discretion so warrant such action.for

Realization Upon Defaulted Home Equity Loans; Workout of Home Equity Loans. (a) The Servicer shall foreclose upon or otherwise comparably effect the ownership in the name of the Trustee on behalf of the Trust of Properties relating to defaulted Home Equity Loans as to which no satisfactory arrangements can be made for collection of Delinquent payments and which the Servicer has not purchased pursuant to Section 8.10(b). In connection with such foreclosure or other conversion, the Servicer shall exercise such of the rights and powers vested in it hereunder, and use the same degree of care and skill in their exercise or use, as prudent mortgage lenders would exercise or use under the circumstances in the conduct of their own affairs and consistent with the servicing standards set forth in the FNMA Guide, including, but not limited to, advancing funds for the payment of taxes, amounts due with respect to Senior Liens, and insurance premiums. Any amounts so advanced shall constitute “"Servicing Advances” " within the meaning of Section 8.09(b) hereof. The Servicer shall sell any REO Property within 35 months from the close of the taxable year of its acquisition by the Trust, at such price as the Servicer in good xxxxx xxxxx necessary to comply with this covenant unless the 97 Servicer obtains for the Certificate Insurer and the Trustee, an Opinion of Counsel (the expense of which opinion shall be a Servicing Advance) experienced in federal income tax matters acceptable to the Certificate Insurer and the Trustee, addressed to the Certificate Insurer, the Trustee and the Servicer, to the effect that the holding by the Trust of such REO Property for any greater period will not result in the imposition of taxes on “"Prohibited Transactions” " of the Trust or any either REMIC as defined in Section 860F of the Code or cause any either REMIC to fail to qualify as a REMIC under the REMIC Provisions at any time that any Certificates are Outstanding. Notwithstanding the generality of the foregoing provisions, the Servicer shall manage, conserve, protect and operate each REO Property for the Owners solely for the purpose purpoe of its prompt disposition and sale in a manner which does not cause such REO Property to fail to qualify as “"foreclosure property” " within the meaning of Section 860G(a)(8) of the Code or result in the receipt by any either REMIC created hereunder of any “"income from non-permitted assets” " within the meaning of Section 860F(a)(2)(B) of the Code or any “"net income from foreclosure property” " which is subject to taxation under the REMIC Provisions. Pursuant to its efforts to sell such REO Property, the Servicer shall either itself or through an agent selected by the Servicer protect and conserve such REO Property in the same manner and to such extent as is customary in the locality where such REO Property is located and may, incident to its conservation and protection of the interests of the Owners, rent the same, or any part thereof, as the Servicer deems to be in the best interest of the Owners for the period prior to the sale of such REO Property. The Servicer shall take into account the existence of any hazardous substances, hazardous wastes or solid wastes, as such terms are defined in the Comprehensive Environmental Response Compensation and Liability Act, the Resource Conservation and Recovery Act of 1976, or other federal, state or local environmental legislation, on a Property in determining whether to foreclose upon or otherwise comparably convert the ownership of such Property. If the Servicer has actual knowledge of any environmental or hazardous waste risk with respect to the Property that the Servicer is contemplating acquiring in foreclosure or deed in lieu of foreclosure, the Servicer will cause an environmental inspection of the Property in accordance with the servicing standards set forth in this Agreement. The Servicer shall not take any such action with respect to any Property known by the Servicer to contain such wastes or substances or to be within one mile of the site of such wastes or substances, without the prior written consent of the Certificate Insurer. (b) The Servicer shall determine, with respect to each defaulted Home Equity Loan, when it has recovered, whether through trustee’s 's sale, foreclosure sale or otherwise, all amounts it expects to recover from or on account of such defaulted Home Equity Loan, whereupon such Home Equity Loan shall become a “"Liquidated Loan" and the Servicer shall promptly submit a liquidation report to the Certificate Insurer in form acceptable to the Certificate Insurer.” (c) The Servicer shall not agree to any modification, waiver or amendment of any provision of any Home Equity Loan unless, in the Servicer’s 's good faith judgment, such modification, waiver or amendment would minimize the loss that might otherwise be experienced with respect to such Home Equity Loan and only in the event of a payment default with respect to such Home Equity Loan or in the event that a payment default with respect to such Home Equity Loan is reasonably foreseeable by the Servicer; providedPROVIDED, howeverHOWEVER, that no such modification, waiver or amendment shall extend the maturity date of such Home Equity Loan beyond the date that is six months after Remittance Period related to the latest Final Scheduled Distribution Date of all the latest Class of the Classes of Offered Class A Certificates remaining in the Trust. Notwithstanding anything set out in this Section 8.13(c) or elsewhere in this Agreement to the contrary, the Servicer shall be permitted to modify, waive or amend any provision of a Home Equity Loan if required by statute or a court of competent jurisdiction to do so. (d) The Servicer has no intent to foreclose on any Mortgage based on the delinquency characteristics as of the Startup Day; provided, that the foregoing does not prevent the Servicer from initiating foreclosure proceedings on any date hereafter if the facts and circumstances of such Mortgage including delinquency characteristics in the Servicer’s 's discretion so warrant such action.

Realization Upon Defaulted Home Equity Loans; Workout of Home Equity Loans. (a) The Servicer shall foreclose upon or otherwise comparably effect the ownership in the name of the Trustee on behalf of the Trust of Properties relating to defaulted Home Equity Loans as to which no satisfactory arrangements can be made for collection of Delinquent payments and which the Servicer has not purchased pursuant to Section 8.10(b). In connection with such foreclosure or other conversion, the Servicer shall exercise such of the rights and powers vested in it hereunder, and use the same degree of care and skill in their exercise or use, as prudent mortgage lenders would exercise or use under the circumstances in the conduct of their own affairs and consistent with the servicing standards set forth in the FNMA Guide, including, but not limited to, advancing funds for the payment of taxes, amounts due with respect to Senior Liens, and insurance premiums. Any amounts so advanced shall constitute “"Servicing Advances” " within the meaning of Section 8.09(b) hereof. The Servicer shall sell any REO Property within 35 months from the close of the taxable year of its acquisition by the Trust, at such price as the Servicer in good xxxxx xxxxx necessary to comply with this covenant unless the Servicer obtains for the Trustee, an Opinion of Counsel (the expense of which opinion shall be a Servicing Advance) experienced in federal income tax matters acceptable to the Trustee, addressed to the Trustee and the Servicer, to the effect that the holding by the Trust of such REO Property for any greater period will not result in the imposition of taxes on “"Prohibited Transactions” " of the Trust or any REMIC as defined in Section 860F of the Code or cause any REMIC to fail to qualify as a REMIC under the REMIC Provisions at any time that any Certificates are Outstanding. Notwithstanding the generality of the foregoing provisions, the Servicer shall manage, conserve, protect and operate each REO Property for the Owners solely for the purpose of its prompt disposition and sale in a manner which does not cause such REO Property to fail to qualify as “"foreclosure property” " within the meaning of Section 860G(a)(8) of the Code or result in the receipt by any REMIC created hereunder of any “"income from non-permitted assets” " within the meaning of Section 860F(a)(2)(B) of the Code or any “"net income from foreclosure property” " which is subject to taxation under the REMIC Provisions. Pursuant to its efforts to sell such REO Property, the Servicer shall either itself or through an agent selected by the Servicer protect and conserve such REO Property in the same manner and to such extent as is customary in the locality where such REO Property is located and may, incident to its conservation and protection of the interests of the Owners, rent the same, or any part thereof, as the Servicer deems to be in the best interest of the Owners for the period prior to the sale of such REO Property. The Servicer shall take into account the existence of any hazardous substances, hazardous wastes or solid wastes, as such terms are defined in the Comprehensive Environmental Response Compensation and Liability Act, the Resource Conservation and Recovery Act of 1976, or other federal, state or local environmental legislation, on a Property in determining whether to foreclose upon or otherwise comparably convert the ownership of such Property. If the Servicer has actual knowledge of any environmental or hazardous waste risk with respect to the Property that the Servicer is contemplating acquiring in foreclosure or deed in lieu of foreclosure, the Servicer will cause an environmental inspection of the Property in accordance with the servicing standards set forth in this Agreement. (b) The Servicer shall determine, with respect to each defaulted Home Equity Loan, when it has recovered, whether through trustee’s sale, foreclosure sale or otherwise, all amounts it expects to recover from or on account of such defaulted Home Equity Loan, whereupon such Home Equity Loan shall become a “"Liquidated Loan" and the Servicer shall promptly submit a liquidation report to the Trustee in substantially the form of Exhibit N hereto, provided that such form is acceptable to the Trustee.” (c) The Servicer shall not agree to any modification, waiver or amendment of any provision of any Home Equity Loan unless, in the Servicer’s good faith judgment, such modification, waiver or amendment would minimize the loss that might otherwise be experienced with respect to such Home Equity Loan and only in the event of a payment default with respect to such Home Equity Loan or in the event that a payment default with respect to such Home Equity Loan is reasonably foreseeable by the Servicer; provided, however, that no such modification, waiver or amendment shall extend the maturity date of such Home Equity Loan beyond the date that is six months after the latest Final Scheduled Distribution Date of all of the Classes latest Class of Offered Certificates remaining in the Trust. Notwithstanding anything set out in this Section 8.13(c) or elsewhere in this Agreement to the contrary, the Servicer shall be permitted to modify, waive or amend any provision of a Home Equity Loan if required by statute or a court of competent jurisdiction to do so. (d) The Servicer has no intent to foreclose on any Mortgage based on the delinquency characteristics as of the Startup Day; provided, that the foregoing does not prevent the Servicer from initiating foreclosure proceedings on any date hereafter if the facts and circumstances of such Mortgage including delinquency characteristics in the Servicer’s discretion so warrant such action.

Realization Upon Defaulted Home Equity Loans; Workout of Home Equity Loans. (a) The Servicer shall foreclose upon or otherwise comparably effect the ownership in the name of the Trustee on behalf of the Trust of Properties relating to defaulted Home Equity Loans as to which no satisfactory arrangements can be made for collection of Delinquent payments and which the Servicer has not purchased pursuant to Section 8.10(b). In connection with such foreclosure or other conversion, the Servicer shall exercise such of the rights and powers vested in it hereunder, and use the same degree of care and skill in their exercise or use, as prudent mortgage lenders would exercise or use under the circumstances in the conduct of their own affairs and consistent with the servicing standards set forth in the FNMA Guide, including, but not limited to, advancing funds for the payment of taxes, amounts due with respect to Senior Liens, and insurance premiums. Any amounts so advanced shall constitute “Servicing Advances” within the meaning of Section 8.09(b) hereof. The Servicer shall sell any REO Property within 35 months from the close of the taxable year of its acquisition by the Trust, at such price as the Servicer in good xxxxx xxxxx necessary to comply with this covenant unless the Servicer obtains for the TrusteeTrustee and the Securities Administrator, an Opinion of Counsel (the expense of which opinion shall be a Servicing Advance) experienced in federal income tax matters acceptable to the Trustee, addressed to the Trustee Trustee, the Securities Administrator and the Servicer, to the effect that the holding by the Trust of such REO Property for any greater period will not result in the imposition of taxes on “Prohibited Transactions” of the Trust or any REMIC as defined in Section 860F of the Code or cause any REMIC to fail to qualify as a REMIC under the REMIC Provisions at any time that any Certificates are Outstanding. Notwithstanding the generality of the foregoing provisions, the Servicer shall manage, conserve, protect and operate each REO Property for the Owners solely for the purpose of its prompt disposition and sale in a manner which does not cause such REO Property to fail to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code or result in the receipt by any REMIC created hereunder of any “income from non-permitted assets” within the meaning of Section 860F(a)(2)(B) of the Code or any “net income from foreclosure property” which is subject to taxation under the REMIC Provisions. Pursuant to its efforts to sell such REO Property, the Servicer shall either itself or through an agent selected by the Servicer protect and conserve such REO Property in the same manner and to such extent as is customary in the locality where such REO Property is located and may, incident to its conservation and protection of the interests of the Owners, rent the same, or any part thereof, as the Servicer deems to be in the best interest of the Owners for the period prior to the sale of such REO Property. The Servicer shall take into account the existence of any hazardous substances, hazardous wastes or solid wastes, as such terms are defined in the Comprehensive Environmental Response Compensation and Liability Act, the Resource Conservation and Recovery Act of 1976, or other federal, state or local environmental legislation, on a Property in determining whether to foreclose upon or otherwise comparably convert the ownership of such Property. If the Servicer has actual knowledge of any environmental or hazardous waste risk with respect to the Property that the Servicer is contemplating acquiring in foreclosure or deed in lieu of foreclosure, the Servicer will cause an environmental inspection of the Property in accordance with the servicing standards set forth in this Agreement. (b) The Servicer shall determine, with respect to each defaulted Home Equity Loan, when it has recovered, whether through trustee’s sale, foreclosure sale or otherwise, all amounts it expects to recover from or on account of such defaulted Home Equity Loan, whereupon such Home Equity Loan shall become a “Liquidated Loan.” (c) The Servicer shall not agree to any modification, waiver or amendment of any provision of any Home Equity Loan unless, in the Servicer’s good faith judgment, such modification, waiver or amendment would minimize the loss that might otherwise be experienced with respect to such Home Equity Loan and only in the event of a payment default with respect to such Home Equity Loan or in the event that a payment default with respect to such Home Equity Loan is reasonably foreseeable by the Servicer; provided, however, that no such modification, waiver or amendment shall extend the maturity date of such Home Equity Loan beyond the date that is six months after the latest Final Scheduled Distribution Date of all of the Classes of Offered Certificates remaining in the Trust. Notwithstanding anything set out in this Section 8.13(c) or elsewhere in this Agreement to the contrary, the Servicer shall be permitted to modify, waive or amend any provision of a Home Equity Loan if required by statute or a court of competent jurisdiction to do so. To the extent such action does not materially prejudice the pecuniary interests of the Certificateholders, the Servicer shall use various loss mitigation techniques in lieu of foreclosure when deemed reasonably possible by the Servicer. Notwithstanding anything in this Agreement to the contrary, in servicing and administering the Home Equity Loans, Servicer shall have full power and authority consistent with servicing standards set forth in Section 8.01 hereof to do or cause to be done any and all loss mitigation techniques in connection with servicing and administering the Home Equity Loans which it may deem necessary or desirable and in the best interests of the Certificateholders to maximize the recovery of principal and interest over the life of the Home Equity Loans, including, without limitation, granting forbearances, entering into temporary and permanent modifications (including, without limitation, rate reductions and term extensions (in accordance with the previous paragraph)), capitalizing additional amounts under the Mortgage and the Note, accepting short sales, and accepting partial payments; provided, that Servicer shall not knowingly permit any such loss mitigation activity to both (a) effect an exchange or reissuance of such Home Equity Loan under Section 1001 of the Code (or final, temporary or proposed Treasury regulations promulgated thereunder) and (b) cause any REMIC to fail to qualify as a REMIC under the Code or the imposition of any tax on “prohibited transactions” or “contributions after the startup date” under provisions of the federal income tax law relating to real estate mortgage investment conduits, which appear at Sections 860A through 860G of Subchapter M of Chapter 1 of the Code, and related provisions, and regulations promulgated thereunder, as the foregoing may be in effect from time to time as well as provisions of applicable state laws. (d) The Servicer has no intent to foreclose on any Mortgage based on the delinquency characteristics as of the Startup Day; provided, that the foregoing does not prevent the Servicer from initiating foreclosure proceedings on any date hereafter if the facts and circumstances of such Mortgage including delinquency characteristics in the Servicer’s discretion so warrant such action.