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

Realization Upon Defaulted Home Equity Loans. (a) The Servicer (or the Servicer together with the related Seller as called for by the Home Equity Loan Purchase Agreement) shall foreclose upon or otherwise comparably convert to ownership Mortgaged Properties securing such of the Home Equity Loans as come into and continue in default when, in the opinion of the Servicer based upon the practices and procedures referred to in the following sentence, no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.02; provided that if the Servicer has actual knowledge or reasonably believes that any Mortgaged Property is affected by hazardous or toxic wastes or substances and that the acquisition of such Mortgaged Property would not be commercially reasonable, then the Servicer will not cause the Trust to acquire title to such Mortgaged Property in a foreclosure or similar proceeding. In connection with such foreclosure or other conversion, the Servicer shall follow such practices (including, in the case of any default on a related senior mortgage loan, the advancing of funds to correct such default) and procedures as it shall deem necessary or advisable and as shall be normal and usual in its general mortgage servicing activities. The foregoing is subject to the proviso that the Servicer shall not be required to expend its own funds in connection with any foreclosure or towards the correction of any default on a related senior mortgage loan or restoration of any property unless it shall determine that such expenditure will increase Net Liquidation Proceeds. The Servicer will be reimbursed out of Liquidation Proceeds for advances of its own funds to pay Liquidation Expenses before any Net Liquidation Proceeds are deposited in the Collection Account. (b) In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall (i) so long as at least two of Mxxxx’x, Standard & Poor’s and Fitch assign a long-term unsecured debt rating to the Servicer of at least “Baa3”, in the case of Mxxxx’x, “BBB”, in the case of Fitch, and “BBB-” in the case of Standard & Poor’s, be issued in the name of the related Subservicer or (ii) if the rating requirements in clause (i) are not satisfied, be issued to the Indenture Trustee, or to its nominee on behalf of Noteholders.

Realization Upon Defaulted Home Equity Loans. (a) The Servicer (or the Servicer together with the related Seller as called for by the Home Equity Loan Purchase Agreement) shall foreclose upon or otherwise comparably convert to ownership Mortgaged Properties securing such of the Home Equity Loans as come into and continue in default when, in the opinion of the Servicer based upon the practices and procedures referred to in the following sentence, no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.02; provided that if the Servicer has actual knowledge or reasonably believes that any Mortgaged Property is affected by hazardous or toxic wastes or substances and that the acquisition of such Mortgaged Property would not be commercially reasonable, then the Servicer will not cause the Trust Trustee, on behalf of the Trust, to acquire title to such Mortgaged Property in a foreclosure or similar proceeding. In Subject to Section 3.06(c), in connection with such foreclosure or other conversion, the Servicer shall follow such practices (including, in the case of any default on a related senior mortgage loan, the advancing of funds to correct such default) and procedures as it shall deem necessary or advisable and as shall be normal and usual in its general mortgage servicing activities. The foregoing is subject to the proviso that the Servicer shall not be required to expend its own funds in connection with any foreclosure or towards the correction of any default on a related senior mortgage loan or restoration of any property unless it shall determine that such expenditure will increase Net Liquidation Proceeds. The Servicer will be reimbursed out of Liquidation Proceeds for advances of its own funds to pay Liquidation Expenses before any Net Liquidation Proceeds are deposited in the Collection Account. (b) In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall (i) so long as at least two of Mxxxx’xXxxxx’x, Standard & Poor’s and Fitch assign a long-term unsecured debt rating to the Servicer of at least “Baa3”, in the case of Mxxxx’xXxxxx’x, “BBB”, in the case of Fitch, and “BBB-” in the case of Standard & Poor’s, be issued in the name of the related Subservicer or (ii) if the rating requirements in clause (i) are not satisfied, be issued to the Indenture Trustee, on behalf of the Trust, or to its the Trustee’s nominee on behalf of NoteholdersCertificateholders. (c) Pursuant to its efforts to sell REO, the Servicer shall either itself or through an agent selected by the Servicer, protect and conserve such REO in the same manner and to such extent as is customary in the locality where such REO is located and may, incident to its conservation and protection of the interests of the Certificateholders, rent the same, or any part thereof, as the Servicer deems to be in the best interest of the Certificateholders for the period prior to the sale of such REO. The net monthly rental income, if any, from such REO shall be deposited in the Collection Account no later than the close of business on each Determination Date. The Servicer shall perform the tax reporting and withholding required by Sections 1445 and 6050J of the Code with respect to foreclosures and abandonments, the tax reporting required by Section 6050H of the Code with respect to the receipt of mortgage interest from individuals and any tax reporting required by Section 6050P of the Code with respect to the cancellation of indebtedness by certain financial entities, by preparing such tax and information returns as may be required, in the form required, and delivering the same to the Administrator for filing. In the event that the Trust Fund acquires any Mortgaged Property as aforesaid or otherwise in connection with a default or imminent default on a Home Equity Loan, the Servicer shall dispose of such Mortgaged Property as soon as practicable in a manner that maximizes the Liquidation Proceeds thereof, but in no event later than three years after its acquisition by the Trust Fund. In that event, the Trustee shall have been supplied with an Opinion of Counsel to the effect that the holding by the Trust Fund of such Mortgaged Property subsequent to a three year period, if applicable, will not result in the imposition of taxes on “prohibited transactions” of any REMIC hereunder as defined in Section 860F of the Code or cause any REMIC hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding, and that the Trust Fund may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel) after the expiration of such three-year period. Notwithstanding any other provision of this Agreement, no Mortgaged Property acquired by the Trust Fund shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trust Fund in such a manner or pursuant to any terms that would (i) cause such Mortgaged Property to fail to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code or (ii) subject any REMIC hereunder to the imposition of any federal, state or local income taxes on the income earned from such Mortgaged Property under Section 860G(c) of the Code or otherwise, unless the Servicer has agreed to indemnify and hold harmless the Trust Fund with respect to the imposition of any such taxes. (d) In the event of a default on a Mortgage Loan one or more of whose obligors is not a United States Person in connection with any foreclosure or acquisition of a deed in lieu of foreclosure (together, “foreclosure”) in respect of such Mortgage Loan, the Servicer will cause compliance with the provisions of Treasury Regulation Section 1.1445-2(d)(3) (or any successor thereto) necessary to assure that no withholding tax obligation arises with respect to the proceeds of such foreclosure except to the extent, if any, that proceeds of such foreclosure are required to be remitted to the obligors on such Home Equity Loan.

Realization Upon Defaulted Home Equity Loans. (a) The Servicer (or the Servicer together with the related Seller as called for by the Home Equity Loan Purchase Agreement) shall foreclose upon or otherwise comparably convert to ownership Mortgaged Properties securing such of the Home Equity Loans as come into and continue in default when, in the opinion of the Servicer based upon the practices and procedures referred to in the following sentence, no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.02; provided that if the Servicer has actual knowledge or reasonably believes that any Mortgaged Property is affected by hazardous or toxic wastes or substances and that the acquisition of such Mortgaged Property would not be commercially reasonable, then the Servicer will not cause the Trust to acquire title to such Mortgaged Property in a foreclosure or similar proceeding. In Subject to (c) below, in connection with such foreclosure or other conversion, the Servicer shall follow such practices (including, in the case of any default on a related senior mortgage loan, the advancing of funds to correct such default) and procedures as it shall deem necessary or advisable and as shall be normal and usual in its general mortgage servicing activities. The foregoing is subject to the proviso that the Servicer shall not be required to expend its own funds in connection with any foreclosure or towards the correction of any default on a related senior mortgage loan or restoration of any property unless it shall determine that such expenditure will increase Net Liquidation Proceeds. The Servicer will be reimbursed out of Liquidation Proceeds for advances of its own funds to pay Liquidation Expenses before any Net Liquidation Proceeds are deposited in the Collection Account. (b) In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall (i) so long as at least two of Mxxxx’x, Standard & Poor’s and Fitch assign a long-term unsecured debt rating to the Servicer of at least “Baa3”, in the case of Mxxxx’x, “BBB”, in the case of Fitch, and “BBB-” in the case of Standard & Poor’s, be issued in the name of the related Subservicer or (ii) if the rating requirements in clause (i) are not satisfied, be issued to the Indenture Trustee, or to its nominee on behalf of NoteholdersCertificateholders. (c) Pursuant to its efforts to sell REO, the Servicer shall either itself or through an agent selected by the Servicer protect and conserve such REO in the same manner and to such extent as is customary in the locality where such REO is located and may, incident to its conservation and protection of the interests of the Certificateholders, rent the same, or any part thereof, as the Servicer deems to be in the best interest of the Certificateholders for the period prior to the sale of such REO. The Servicer shall prepare for and deliver to the Administrator a statement with respect to each REO that has been rented showing the aggregate rental income received and all expenses incurred in connection with the maintenance of such REO at such times as is necessary to enable the Administrator to comply with the reporting requirements of the REMIC Provisions. The net monthly rental income, if any, from such REO shall be deposited in the Certificate Account no later than the close of business on each Determination Date. The Servicer shall perform the tax reporting and withholding required by Sections 1445 and 6050J of the Code with respect to foreclosures and abandonments, the tax reporting required by Section 6050H of the Code with respect to the receipt of mortgage interest from individuals and any tax reporting required by Section 6050P of the Code with respect to the cancellation of indebtedness by certain financial entities, by preparing such tax and information returns as may be required, in the form required, and delivering the same to the Administrator for filing. In the event that the Trust Fund acquires any Mortgaged Property as aforesaid or otherwise in connection with a default or imminent default on a Home Equity Loan, the Servicer shall dispose of such Mortgaged Property as soon as practicable in a manner that maximizes the Liquidation Proceeds thereof, but in no event later than three years after its acquisition by the Trust Fund. In that event, the Administrator shall have been supplied with an Opinion of Counsel to the effect that the holding by the Trust Fund of such Mortgaged Property subsequent to a three-year period, if applicable, will not result in the imposition of taxes on “prohibited transactions” of any REMIC hereunder as defined in Section 860F of the Code or cause any REMIC hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding, and that the Trust Fund may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel) after the expiration of such three-year period. Notwithstanding any other provision of this Agreement, no Mortgaged Property acquired by the Trust Fund shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trust Fund in such a manner or pursuant to any terms that would (i) cause such Mortgaged Property to fail to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code or (ii) subject any REMIC hereunder to the imposition of any federal, state or local income taxes on the income earned from such Mortgaged Property under Section 860G(c) of the Code or otherwise, unless the Servicer has agreed to indemnify and hold harmless the Trust Fund with respect to the imposition of any such taxes. (d) In the event of a default on a Mortgage Loan one or more of whose obligor is not a United States Person, as that term is defined in Section 7701(a)(30) of the Code, in connection with any foreclosure or acquisition of a deed in lieu of foreclosure (together, “foreclosure”) in respect of such Mortgage Loan, the Servicer will cause compliance with the provisions of Treasury Regulation Section 1.1445-2(d)(3) (or any successor thereto) necessary to assure that no withholding tax obligation arises with respect to the proceeds of such foreclosure except to the extent, if any, that proceeds of such foreclosure are required to be remitted to the obligors on such Home Equity Loan.

Realization Upon Defaulted Home Equity Loans. (a) The Master Servicer (or the Master Servicer together with the related Seller as called for by the Home Equity Loan Purchase Agreement) shall foreclose upon or otherwise comparably convert to ownership Mortgaged Properties securing such of the Home Equity Loans as come into and continue in default when, in the opinion of the Master Servicer based upon the practices and procedures referred to in the following sentence, no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.02; provided that if the Master Servicer has actual knowledge or reasonably believes that any Mortgaged Property is affected by hazardous or toxic wastes or substances and that the acquisition of such Mortgaged Property would not be commercially reasonable, then the Master Servicer will not cause the Trust to acquire title to such Mortgaged Property in a foreclosure or similar proceeding. In connection with such foreclosure or other conversion, the Master Servicer shall follow such practices (including, in the case of any default on a related senior mortgage loan, the advancing of funds to correct such default) and procedures as it shall deem necessary or advisable and as shall be normal and usual in its general mortgage servicing activities. The foregoing is subject to the proviso that the Master Servicer shall not be required to expend its own funds in connection with any foreclosure or towards the correction of any default on a related senior mortgage loan or restoration of any property unless it shall determine that such expenditure will increase Net Liquidation Proceeds. The Master Servicer will be reimbursed out of Liquidation Proceeds for advances of its own funds to pay Liquidation Expenses before any Net Liquidation Proceeds are deposited in the Collection Account. (b) In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall (i) so long as at least two of Mxxxx’xMoody's, Standard & Poor’s 's and Fitch assign Fitxx xxxxgn a long-term unsecured debt rating to the Master Servicer of at least “"Baa3”", in the case of Mxxxx’xMoody's, “"BBB”", in the case of FitchFitxx, and “xxx "BBB-” " in the case of Standard & Poor’s's, be issued in the name of the related Subservicer Servicer or (ii) if the rating requirements in clause (i) are not satisfied, be issued to the Indenture Trustee, or to its nominee on behalf of Noteholders.

Realization Upon Defaulted Home Equity Loans. (a) The Servicer (or the Servicer together with the related Seller as called for by With respect to those of the Home Equity Loan Purchase AgreementLoans which become and continue in default, the Servicer will decide whether to (i) shall foreclose upon or otherwise comparably convert to ownership the Mortgaged Properties securing such Home Equity Loans, (ii) write off the unpaid principal balance of the Home Equity Loans as come into and continue bad debt, (iii) take a deed in default whenlieu of foreclosure, (iv) accept a short sale, (v) arrange for a repayment plan, (vi) agree to a modification in accordance with this Servicing Agreement, or (vii) take an unsecured note or substitute a new lien, in each case subject to the opinion rights of the Servicer based upon the practices and procedures referred to in the following sentence, no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.02any related first lien holder; provided that in connection with the foregoing if the Servicer has actual knowledge or reasonably believes that any Mortgaged Property is affected by hazardous or toxic wastes or substances and that the acquisition of such Mortgaged Property would not be commercially reasonable, then the Servicer will not cause the Trust Issuer or the Indenture Trustee to acquire title to such Mortgaged Property in a foreclosure or similar proceeding. In connection with such foreclosure or other conversiondecision, the Servicer shall follow such practices (including, in the case of any default on a related senior mortgage loan, the advancing of funds to correct such defaultdefault if deemed to be appropriate by the Servicer) and procedures as it shall deem necessary or advisable and as shall be normal and usual in its general mortgage servicing activities; provided that the Servicer shall not be liable in any respect hereunder if the Servicer is acting in connection with any such foreclosure or attempted foreclosure which is not completed or other conversion in a manner that is consistent with the provisions of this Servicing Agreement. The foregoing is subject to the proviso that the Servicer shall not be required to expend its own funds in connection with any foreclosure or attempted foreclosure or towards the correction of any default on a related senior mortgage loan or restoration of any property unless it shall determine that such expenditure will increase Net Liquidation Proceeds. The In the event of a determination by the Servicer that any such expenditure previously made pursuant to this Section 3.07 will not be reimbursed out reimbursable from Net Liquidation Proceeds, the Servicer shall be entitled to reimbursement of its funds so expended pursuant to Section 3.03. Notwithstanding any provision of this Servicing Agreement, a Home Equity Loan may be deemed to be finally liquidated if substantially all amounts expected by the Servicer to be received in connection with the related defaulted Home Equity Loan have been received; provided, however, that any subsequent collections with respect to any such Home Equity Loan shall be deposited to the Collection Account. For purposes of determining the amount of any Liquidation Proceeds or Insurance Proceeds, or other unscheduled collections, the Servicer may take into account minimal amounts of additional receipts expected to be received or any estimated additional liquidation expenses expected to be incurred in connection with the related defaulted Home Equity Loan. As soon as practical thereafter the expenses of such sale shall be paid and the Servicer shall reimburse itself for advances any related xxxxxxxxxxxx X&X Advances, Servicing Advances, unpaid Servicing Fees, and on the Remittance Date immediately following the date on which such sale proceeds are received the net cash proceeds of its own funds to pay Liquidation Expenses before any Net Liquidation Proceeds are deposited such sale remaining in the Collection Account. (b) Account shall be distributed to the Seller. In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall (i) so long as at least two of Mxxxx’x, Standard & Poor’s and Fitch assign a long-term unsecured debt rating to the Servicer of at least “Baa3”, in the case of Mxxxx’x, “BBB”, in the case of Fitch, and “BBB-” in the case of Standard & Poor’s, be issued in the name of the related Subservicer or (ii) if the rating requirements in clause (i) are not satisfied, be issued to the Indenture Trustee, or to its nominee who shall hold the same on behalf of Noteholdersthe Issuer in accordance with Section 3.13 of the Indenture. Notwithstanding any such acquisition of title and cancellation of the related Home Equity Loan, such Mortgaged Property shall (except as otherwise expressly provided herein) be considered to be an outstanding Home Equity Loan held as an asset of the Issuer until such time as such property shall be sold. Consistent with the foregoing for purposes of all calculations hereunder, so long as such Mortgaged Property shall be considered to be an outstanding Home Equity Loan it shall be assumed that, notwithstanding that the indebtedness evidenced by the related Credit Line Agreement shall have been discharged, such Credit Line Agreement in effect at the time of any such acquisition of title before any adjustment thereto by reason of any bankruptcy or similar proceeding or any moratorium or similar waiver or grace period will remain in effect. Any proceeds from foreclosure proceedings or the purchase or repurchase of any Home Equity Loan pursuant to the terms of this Servicing Agreement, as well as any recovery resulting from a collection of Liquidation Proceeds or Insurance Proceeds, will be applied in the following order of priority: first, to reimburse the Servicer in accordance with Section 3.03(vi) and this Section 3.07; second, to the Servicer, all Servicing Fees payable therefrom (to the extent not retained pursuant to Section 3.02(b)); third, to the Payment Account to the extent of accrued and unpaid interest to the Payment Date on the related Home Equity Loan, at the Loan Rate (less the Servicing Fee Rate); fourth, to the Payment Account as a recovery of principal on the Home Equity Loan; and fifth, to Foreclosure Profits (to the extent permitted by law).

Realization Upon Defaulted Home Equity Loans. (a) The Master Servicer (or the Master Servicer together with the related Seller as called for by the Home Equity Loan Purchase Agreement) shall foreclose upon or otherwise comparably convert to ownership Mortgaged Properties securing such of the Home Equity Loans as come into and continue in default when, in the opinion of the Master Servicer based upon the practices and procedures referred to in the following sentence, no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.02; provided that if the Master Servicer has actual knowledge or reasonably believes that any Mortgaged Property is affected by hazardous or toxic wastes or substances and that the acquisition of such Mortgaged Property would not be commercially reasonable, then the Master Servicer will not cause the Trust to acquire title to such Mortgaged Property in a foreclosure or similar proceeding. In connection with such foreclosure or other conversion, the Master Servicer shall follow such practices (including, in the case of any default on a related senior mortgage loan, the advancing of funds to correct such default) and procedures as it shall deem necessary or advisable and as shall be normal and usual in its general mortgage servicing activities. The foregoing is subject to the proviso that the Master Servicer shall not be required to expend its own funds in connection with any foreclosure or towards the correction of any default on a related senior mortgage loan or restoration of any property unless it shall determine that such expenditure will increase Net Liquidation Proceeds. The Master Servicer will be reimbursed out of Liquidation Proceeds for advances of its own funds to pay Liquidation Expenses before any Net Liquidation Proceeds are deposited in the Collection Account. (b) In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall (i) so long as at least two of Mxxxx’x, Standard & Poor’s and Fitch assign a the long-term unsecured debt rating to of the Master Servicer is assigned ratings of at least “Baa3”"A" by Fitch and "A3" by Moodx'x, in the case of Mxxxx’x, “BBB”, in the case of Fitch, and “BBB-” in the case of Standard & Poor’s, be xx issued in the name of the related Subservicer Servicer or (ii) if the rating requirements in clause (i) are not satisfied, be issued to the Indenture Trustee, or to its nominee on behalf of NoteholdersCertificateholders. In the event that the Trust acquires any Mortgaged Property as aforesaid or otherwise in connection with a default or imminent default on a Home Equity Loan, such Mortgaged Property shall be disposed of by or on behalf of the Trust within three (3) years after its acquisition by the Trust unless the Trustee shall have received an Opinion of Counsel to the effect that the holding by the Trust of such Mortgaged Property subsequent to three years after its acquisition will not result in the imposition of taxes on "prohibited transactions" of the Trust as defined in Section 860F of the Code or cause the Trust to fail to qualify as a REMIC at any time that any Certificates are outstanding. If the Trustee has not otherwise disposed of any such Mortgaged Property after its acquisition by the Trust, the Master Servicer may purchase such Mortgaged Property prior to the third anniversary of the date on which it was acquired at a price equal to its fair market value as established by an appraisal conducted by an independent appraiser, such appraisal to be at the expense of the Master Servicer.

Realization Upon Defaulted Home Equity Loans. (a) The Servicer (or the Servicer together with the related Seller as called for by the Home Equity Loan Purchase Agreement) shall foreclose upon or otherwise comparably convert to ownership Mortgaged Properties securing such of the Home Equity Loans as come into and continue in default when, in the opinion of the Servicer based upon the practices and procedures referred to in the following sentence, no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.02; provided that if the Servicer has actual knowledge or reasonably believes that any Mortgaged Property is affected by hazardous or toxic wastes or substances and that the acquisition of such Mortgaged Property would not be commercially reasonable, then the Servicer will not cause the Trust Trustee, on behalf of the Trust, to acquire title to such Mortgaged Property in a foreclosure or similar proceeding. In Subject to Section 3.06(c), in connection with such foreclosure or other conversion, the Servicer shall follow such practices (including, in the case of any default on a related senior mortgage loan, the advancing of funds to correct such default) and procedures as it shall deem necessary or advisable and as shall be normal and usual in its general mortgage servicing activities. The foregoing is subject to the proviso that the Servicer shall not be required to expend its own funds in connection with any foreclosure or towards the correction of any default on a related senior mortgage loan or restoration of any property unless it shall determine that such expenditure will increase Net Liquidation Proceeds. The Servicer will be reimbursed out of Liquidation Proceeds for advances of its own funds to pay Liquidation Expenses before any Net Liquidation Proceeds are deposited in the Collection Account. (b) In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall (i) so long as at least two of Mxxxx’xXxxxx’x, Standard & Poor’s and Fitch assign a long-term unsecured debt rating to the Servicer of at least “Baa3”, in the case of Mxxxx’xXxxxx’x, “BBB”, in the case of Fitch, and “BBB-” in the case of Standard & Poor’s, be issued in the name of the related Subservicer or (ii) if the rating requirements in clause (i) are not satisfied, be issued to the Indenture Trustee, on behalf of the Trust, or to its the Trustee’s nominee on behalf of NoteholdersCertificateholders. (c) Pursuant to its efforts to sell REO, the Servicer shall either itself or through an agent selected by the Servicer, protect and conserve such REO in the same manner and to such extent as is customary in the locality where such REO is located and may, incident to its conservation and protection of the interests of the Certificateholders, rent the same, or any part thereof, as the Servicer deems to be in the best interest of the Certificateholders for the period prior to the sale of such REO. The net monthly rental income, if any, from such REO shall be deposited in the Certificate Account no later than the close of business on each Determination Date. The Servicer shall perform the tax reporting and withholding required by Sections 1445 and 6050J of the Code with respect to foreclosures and abandonments, the tax reporting required by Section 6050H of the Code with respect to the receipt of mortgage interest from individuals and any tax reporting required by Section 6050P of the Code with respect to the cancellation of indebtedness by certain financial entities, by preparing such tax and information returns as may be required, in the form required, and delivering the same to the Administrator for filing. In the event that the Trust Fund acquires any Mortgaged Property as aforesaid or otherwise in connection with a default or imminent default on a Home Equity Loan, the Servicer shall dispose of such Mortgaged Property as soon as practicable in a manner that maximizes the Liquidation Proceeds thereof, but in no event later than three years after its acquisition by the Trust Fund. In that event, the Trustee shall have been supplied with an Opinion of Counsel to the effect that the holding by the Trust Fund of such Mortgaged Property subsequent to a three year period, if applicable, will not result in the imposition of taxes on “prohibited transactions” of any REMIC hereunder as defined in Section 860F of the Code or cause any REMIC hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding, and that the Trust Fund may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel) after the expiration of such three-year period. Notwithstanding any other provision of this Agreement, no Mortgaged Property acquired by the Trust Fund shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trust Fund in such a manner or pursuant to any terms that would (i) cause such Mortgaged Property to fail to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code or (ii) subject any REMIC hereunder to the imposition of any federal, state or local income taxes on the income earned from such Mortgaged Property under Section 860G(c) of the Code or otherwise, unless the Servicer has agreed to indemnify and hold harmless the Trust Fund with respect to the imposition of any such taxes. (d) In the event of a default on a Mortgage Loan one or more of whose obligors is not a United States Person in connection with any foreclosure or acquisition of a deed in lieu of foreclosure (together, “foreclosure”) in respect of such Mortgage Loan, the Servicer will cause compliance with the provisions of Treasury Regulation Section 1.1445-2(d)(3) (or any successor thereto) necessary to assure that no withholding tax obligation arises with respect to the proceeds of such foreclosure except to the extent, if any, that proceeds of such foreclosure are required to be remitted to the obligors on such Home Equity Loan.

Realization Upon Defaulted Home Equity Loans. (a) The Servicer (or the Servicer together with the related Seller as called for by With respect to those of the Home Equity Loan Purchase AgreementLoans which become and continue in default, the Servicer will decide whether to (i) shall foreclose upon or otherwise comparably convert to ownership the Mortgaged Properties securing such Home Equity Loans, (ii) write off the unpaid principal balance of the Home Equity Loans as come into and continue bad debt, (iii) take a deed in default whenlieu of foreclosure, (iv) accept a short sale, (v) arrange for a repayment plan, (vi) agree to a modification in accordance with this Servicing Agreement, or (vii) take an unsecured note or substitute a new lien, in each case subject to the opinion rights of the Servicer based upon the practices and procedures referred to in the following sentence, no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.02any related first lien holder; provided that in connection with the foregoing if the Servicer has actual knowledge or reasonably believes that any Mortgaged Property is affected by hazardous or toxic wastes or substances and that the acquisition of such Mortgaged Property would not be commercially reasonable, then the Servicer will not cause the Trust Issuer or the Indenture Trustee to acquire title to such Mortgaged Property in a foreclosure or similar proceeding. In connection with such foreclosure or other conversiondecision, the Servicer shall follow such practices (including, in the case of any default on a related senior mortgage loan, the advancing of funds to correct such defaultdefault if deemed to be appropriate by the Servicer) and procedures as it shall deem necessary or advisable and as shall be normal and usual in its general mortgage servicing activities; provided that the Servicer shall not be liable in any respect hereunder if the Servicer is acting in connection with any such foreclosure or attempted foreclosure which is not completed or other conversion in a manner that is consistent with the provisions of this Servicing Agreement. The foregoing is subject to the proviso that the Servicer shall not be required to expend its own funds in connection with any foreclosure or attempted foreclosure or towards the correction of any default on a related senior mortgage loan or restoration of any property unless it shall determine that such expenditure will increase Net Liquidation Proceeds. The Servicer will be reimbursed out of Liquidation Proceeds for advances of its own funds to pay Liquidation Expenses before any Net Liquidation Proceeds are deposited in the Collection Account. (b) In the event that title to any Mortgaged Property is acquired in foreclosure or of a determination by deed in lieu of foreclosure, the deed or certificate of sale shall (i) so long as at least two of Mxxxx’x, Standard & Poor’s and Fitch assign a long-term unsecured debt rating to the Servicer of at least “Baa3”, in the case of Mxxxx’x, “BBB”, in the case of Fitch, and “BBB-” in the case of Standard & Poor’s, be issued in the name of the related Subservicer or (ii) if the rating requirements in clause (i) are not satisfied, be issued that any such expenditure previously made pursuant to the Indenture Trustee, or to its nominee on behalf of Noteholders.this Section

Realization Upon Defaulted Home Equity Loans. (a) The Master Servicer (or the Master Servicer together with the related Seller as called for by the Home Equity Loan Purchase Agreement) shall foreclose upon or otherwise comparably convert to ownership Mortgaged Properties securing such of the Home Equity Loans as come into and continue in default when, in the opinion of the Master Servicer based upon the practices and procedures referred to in the following sentence, no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.02; provided that if the Master Servicer has actual knowledge or reasonably believes that any Mortgaged Property is affected by hazardous or toxic wastes or substances and that the acquisition of such Mortgaged Property would not be commercially reasonable, then the Master Servicer will not cause the Trust to acquire title to such Mortgaged Property in a foreclosure or similar proceeding. In connection with such foreclosure or other conversion, the Master Servicer shall follow such practices (including, in the case of any default on a related senior mortgage loan, the advancing of funds to correct such default) and procedures as it shall deem necessary or advisable and as shall be normal and usual in its general mortgage servicing activities. The foregoing is subject to the proviso that the Master Servicer shall not be required to expend its own funds in connection with any foreclosure or towards the correction of any default on a related senior mortgage loan or restoration of any property unless it shall determine that such expenditure will increase Net Liquidation Proceeds. The Master Servicer will be reimbursed out of Liquidation Proceeds for advances of its own funds to pay Liquidation Expenses before any Net Liquidation Proceeds are deposited in the Collection Account. (b) In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall (i) so long as at least two of Mxxxx’xMoody's, Standard & Poor’s 's and Fitch assign a long-term unsecured debt rating debx xxxxxg to the Master Servicer of at least “"Baa3”", in the case of Mxxxx’xMoody's, “"BBB”", in the case of Fitch, and “"BBB-” " in the case of Standard Standxxx & Poor’sXoor's, be issued in the name of the related Subservicer Servicer or (ii) if the rating requirements in clause (i) are not satisfied, be issued to the Indenture Trustee, or to its nominee on behalf of NoteholdersCertificateholders.

Realization Upon Defaulted Home Equity Loans. (a) The Master Servicer (or the Master Servicer together with the related Seller as called for by the Home Equity Loan Purchase Agreement) shall foreclose upon or otherwise comparably convert to ownership Mortgaged Properties securing such of the Home Equity Loans as come into and continue in default when, in the opinion of the Master Servicer based upon the practices and procedures referred to in the following sentence, no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.02; provided that if the Master Servicer has actual knowledge or reasonably believes that any Mortgaged Property is affected by hazardous or toxic wastes or substances and that the acquisition of such Mortgaged Property would not be commercially reasonable, then the Master Servicer will not cause the Trust to acquire title to such Mortgaged Property in a foreclosure or similar proceeding. In connection with such foreclosure or other conversion, the Master Servicer shall follow such practices (including, in the case of any default on a related senior mortgage loan, the advancing of funds to correct such default) and procedures as it shall deem necessary or advisable and as shall be normal and usual in its general mortgage servicing activities. The foregoing is subject to the proviso that the Master Servicer shall not be required to expend its own funds in connection with any foreclosure or towards the correction of any default on a related senior mortgage loan or restoration of any property unless it shall determine that such expenditure will increase Net Liquidation Proceeds. The Master Servicer will be reimbursed out of Liquidation Proceeds for advances of its own funds to pay Liquidation Expenses before any Net Liquidation Proceeds are deposited in the Collection Account. (b) In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall (i) so long as at least two of Mxxxx’xMoody's, Standard & Poor’s 's and Fitch assign a long-term unsecured debt rating debx xxxxxg to the Master Servicer of at least “"Baa3”", in the case of Mxxxx’xMoody's, “"BBB”", in the case of Fitch, and “"BBB-” " in the case of Standard Standxxx & Poor’sXoor's, be issued in the name of the related Subservicer Servicer or (ii) if the rating requirements in clause (i) are not satisfied, be issued to the Indenture Trustee, or to its nominee on behalf of Class A Noteholders.

Realization Upon Defaulted Home Equity Loans. (a) The Servicer (or the Servicer together with the related Seller as called for by With respect to those of the Home Equity Loan Purchase AgreementLoans which become and continue in default, the Servicer will decide whether to (i) shall foreclose upon or otherwise comparably convert to ownership the Mortgaged Properties securing such Home Equity Loans, (ii) write off the unpaid principal balance of the Home Equity Loans as come into and continue bad debt, (iii) take a deed in default whenlieu of foreclosure, (iv) accept a short sale, (v) arrange for a repayment plan, (vi) agree to a modification in accordance with this Servicing Agreement, or (vii) take an unsecured note or substitute a new lien, in each case subject to the opinion rights of the Servicer based upon the practices and procedures referred to in the following sentence, no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.02any related first lien holder; provided that in connection with the foregoing if the Servicer has actual knowledge or reasonably believes that any Mortgaged Property is affected by hazardous or toxic wastes or substances and that the acquisition of such Mortgaged Property would not be commercially reasonable, then the Servicer will not cause the Trust Issuer or the Indenture Trustee to acquire title to such Mortgaged Property in a foreclosure or similar proceeding. In connection with such foreclosure or other conversiondecision, the Servicer shall follow such practices (including, in the case of any default on a related senior mortgage loan, the advancing of funds to correct such defaultdefault if deemed to be appropriate by the Servicer) and procedures as it shall deem necessary or advisable and as shall be normal and usual in its general mortgage servicing activities; provided that the Servicer shall not be liable in any respect hereunder if the Servicer is acting in connection with any such foreclosure or attempted foreclosure which is not completed or other conversion in a manner that is consistent with the provisions of this Servicing Agreement. The foregoing is subject to the proviso that the Servicer shall not be required to expend its own funds in connection with any foreclosure or attempted foreclosure or towards the correction of any default on a related senior mortgage loan or restoration of any property unless it shall determine that such expenditure will increase Net Liquidation Proceeds. The In the event of a determination by the Servicer that any such expenditure previously made pursuant to this Section 3.07 will not be reimbursed out of reimbursable from Net Liquidation Proceeds for advances Proceeds, the Servicer shall be entitled to reimbursement of its own funds so expended pursuant to pay Liquidation Expenses before Section 3.03. Notwithstanding any Net Liquidation Proceeds are provision of this Servicing Agreement, a Home Equity Loan may be deemed to be finally liquidated if substantially all amounts expected by the Servicer to be received in connection with the related defaulted Home Equity Loan have been received; provided, however, that any subsequent collections with respect to any such Home Equity Loan shall be deposited in to the Collection Account. (b) . For purposes of determining the amount of any Liquidation Proceeds or Insurance Proceeds, or other unscheduled collections, the Servicer may take into account minimal amounts of additional receipts expected to be received or any estimated additional liquidation expenses expected to be incurred in connection with the related defaulted Home Equity Loan. In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall (i) so long as at least two of Mxxxx’x, Standard & Poor’s and Fitch assign a long-term unsecured debt rating to the Servicer of at least “Baa3”, in the case of Mxxxx’x, “BBB”, in the case of Fitch, and “BBB-” in the case of Standard & Poor’s, be issued in the name of the related Subservicer or (ii) if the rating requirements in clause (i) are not satisfied, be issued to the Indenture Trustee, or to its nominee who shall hold the same on behalf of Noteholdersthe Issuer in accordance with Section 3.13 of the Indenture. Notwithstanding any such acquisition of title and cancellation of the related Home Equity Loan, such Mortgaged Property shall (except as otherwise expressly provided herein) be considered to be an outstanding Home Equity Loan held as an asset of the Issuer until such time as such property shall be sold. Consistent with the foregoing for purposes of all calculations hereunder, so long as such Mortgaged Property shall be considered to be an outstanding Home Equity Loan it shall be assumed that, notwithstanding that the indebtedness evidenced by the related Credit Line Agreement shall have been discharged, such Credit Line Agreement in effect at the time of any such acquisition of title before any adjustment thereto by reason of any bankruptcy or similar proceeding or any moratorium or similar waiver or grace period will remain in effect. Any proceeds from foreclosure proceedings or the purchase or repurchase of any Home Equity Loan pursuant to the terms of this Servicing Agreement, as well as any recovery resulting from a collection of Liquidation Proceeds or Insurance Proceeds, will be applied in the following order of priority: first, to reimburse the Servicer in accordance with Section 3.03(vii) and this Section 3.07; second, to the Servicer, all Servicing Fees payable therefrom (to the extent not retained pursuant to Section 3.02(b)); third, to the Payment Account to the extent of accrued and unpaid interest to the Payment Date on the related Home Equity Loan, at the Loan Rate (less the Servicing Fee Rate); fourth, to the Payment Account as a recovery of principal on the Home Equity Loan; and fifth, to Foreclosure Profits (to the extent permitted by law).

Realization Upon Defaulted Home Equity Loans. (a) The Master Servicer (or the Master Servicer together with the related Seller as called for by the Home Equity Loan Purchase AgreementAgreements) shall foreclose upon or otherwise comparably convert to ownership Mortgaged Properties securing such of the Home Equity Loans as come into and continue in default when, in the opinion of the Master Servicer based upon the practices and procedures referred to in the following sentence, no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.02; provided that if the Master Servicer has actual knowledge or reasonably believes that any Mortgaged Property is affected by hazardous or toxic wastes or substances and that the acquisition of such Mortgaged Property would not be commercially reasonable, then the Master Servicer will not cause the Trust to acquire title to such Mortgaged Property in a foreclosure or similar proceeding. In connection with such foreclosure or other conversion, the Master Servicer shall follow such practices (including, in the case of any default on a related senior mortgage loan, the advancing of funds to correct such default) and procedures as it shall deem necessary or advisable and as shall be normal and usual in its general mortgage servicing activities. The foregoing is subject to the proviso that the Master Servicer shall not be required to expend its own funds in connection with any foreclosure or towards the correction of any default on a related senior mortgage loan or restoration of any property unless it shall determine that such expenditure will increase Net Liquidation Proceeds. The Master Servicer will be reimbursed out of Liquidation Proceeds for advances of its own funds to pay Liquidation Expenses before any Net Liquidation Proceeds are deposited in the Collection Account. (b) In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall (i) so long as at least two of Mxxxx’xMoody's, Standard & Poor’s 's and Fitch assign a long-term unsecured debt rating dxxx xxxing to the Master Servicer of at least “"Baa3”", in the case of Mxxxx’xMoody's, “"BBB”", in the case of Fitch, and “"BBB-” " in the case of Standard Staxxxxx & Poor’s's, be issued in the name of the related Subservicer Servicer or (ii) if the rating requirements in clause (i) are not satisfied, be issued to the Indenture Trustee, or to its nominee on behalf of Noteholders.

Realization Upon Defaulted Home Equity Loans. (a) The Servicer (or the Servicer together with the related Seller as called for by With respect to those of the Home Equity Loan Purchase AgreementLoans which become and continue in default, the Servicer will decide whether to (i) shall foreclose upon or otherwise comparably convert to ownership the Mortgaged Properties securing such Home Equity Loans, (ii) write off the unpaid principal balance of the Home Equity Loans as come into and continue bad debt, (iii) take a deed in default whenlieu of foreclosure, (iv) accept a short sale, (v) arrange for a repayment plan, (vi) agree to a modification in accordance with this Servicing Agreement, or (vii) take an unsecured note or substitute a new lien, in each case subject to the opinion rights of the Servicer based upon the practices and procedures referred to in the following sentence, no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.02any related first lien holder; provided that in connection with the foregoing if the Servicer has actual knowledge or reasonably believes that any Mortgaged Property is affected by hazardous or toxic wastes or substances and that the acquisition of such Mortgaged Property would not be commercially reasonable, then the Servicer will not cause the Trust Issuer or the Indenture Trustee to acquire title to such Mortgaged Property in a foreclosure or similar proceeding. In connection with such foreclosure or other conversiondecision, the Servicer shall follow such practices (including, in the case of any default on a related senior mortgage loan, the advancing of funds to correct such defaultdefault if deemed to be appropriate by the Servicer) and procedures as it shall deem necessary or advisable and as shall be normal and usual in its general mortgage servicing activities; provided that the Servicer shall not be liable in any respect hereunder if the Servicer is acting in connection with any such foreclosure or attempted foreclosure which is not completed or other conversion in a manner that is consistent with the provisions of this Servicing Agreement. The foregoing is subject to the proviso that the Servicer shall not be required to expend its own funds in connection with any foreclosure or attempted foreclosure or towards the correction of any default on a related senior mortgage loan or restoration of any property unless it shall determine that such expenditure will increase Net Liquidation Proceeds. The In the event of a determination by the Servicer that any such expenditure previously made pursuant to this Section 3.07 will not be reimbursed out of reimbursable from Net Liquidation Proceeds for advances Proceeds, the Servicer shall be entitled to reimbursement of its own funds so expended pursuant to pay Liquidation Expenses before Section 3.03. Notwithstanding any Net Liquidation Proceeds are provision of this Servicing Agreement, a Home Equity Loan may be deemed to be finally liquidated if substantially all amounts expected by the Servicer to be received in connection with the related defaulted Home Equity Loan have been received; provided, however, that any subsequent collections with respect to any such Home Equity Loan shall be deposited in to the Collection Account. (b) . For purposes of determining the amount of any Liquidation Proceeds or Insurance Proceeds, or other unscheduled collections, the Servicer may take into account minimal amounts of additional receipts expected to be received or any estimated additional liquidation expenses expected to be incurred in connection with the related defaulted Home Equity Loan. In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall (i) so long as at least two of Mxxxx’x, Standard & Poor’s and Fitch assign a long-term unsecured debt rating to the Servicer of at least “Baa3”, in the case of Mxxxx’x, “BBB”, in the case of Fitch, and “BBB-” in the case of Standard & Poor’s, be issued in the name of the related Subservicer or (ii) if the rating requirements in clause (i) are not satisfied, be issued to the Indenture Trustee, or to its nominee who shall hold the same on behalf of Noteholdersthe Issuer in accordance with Section 3.13 of the Indenture. Notwithstanding any such acquisition of title and cancellation of the related Home Equity Loan, such Mortgaged Property shall (except as otherwise expressly provided herein) be considered to be an outstanding Home Equity Loan held as an asset of the Issuer until such time as such property shall be sold. Consistent with the foregoing for purposes of all calculations hereunder, so long as such Mortgaged Property shall be considered to be an outstanding Home Equity Loan it shall be assumed that, notwithstanding that the indebtedness evidenced by the related Credit Line Agreement shall have been discharged, such Credit Line Agreement in effect at the time of any such acquisition of title before any adjustment thereto by reason of any bankruptcy or similar proceeding or any moratorium or similar waiver or grace period will remain in effect. Any proceeds from foreclosure proceedings or the purchase or repurchase of any Home Equity Loan pursuant to the terms of this Servicing Agreement, as well as any recovery resulting from a collection of Liquidation Proceeds or Insurance Proceeds, will be applied in the following order of priority: first, to reimburse the Servicer in accordance with Section 3.03(vii) and this Section 3.07; second, to the Servicer, all Servicing Fees payable therefrom; third, to the extent of accrued and unpaid interest to the Payment Date on the related Home Equity Loan, at the Loan Rate (less the Servicing Fee Rate) on which such amounts are to be deposited in the Payment Account; fourth, as a recovery of principal on the Home Equity Loan; and fifth, to Foreclosure Profits.

Realization Upon Defaulted Home Equity Loans. (a) The Servicer (or the Servicer together with the related Seller as called for by With respect to those of the Home Equity Loan Purchase AgreementLoans which become and continue in default, the Servicer will decide whether to (i) shall foreclose upon or otherwise comparably convert to ownership the Mortgaged Properties securing such Home Equity Loans, (ii) write off the unpaid principal balance of the Home Equity Loans as come into and continue bad debt, (iii) take a deed in default whenlieu of foreclosure, (iv) accept a short sale, (v) arrange for a repayment plan, (vi) agree to a modification in accordance with this Servicing Agreement, or (vii) take an unsecured note or substitute a new lien, in each case subject to the opinion rights of the Servicer based upon the practices and procedures referred to in the following sentence, no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.02any related first lien holder; provided that in connection with the foregoing if the Servicer has actual knowledge or reasonably believes that any Mortgaged Property is affected by hazardous or toxic wastes or substances and that the acquisition of such Mortgaged Property would not be commercially reasonable, then the Servicer will not cause the Trust Issuer or the Indenture Trustee to acquire title to such Mortgaged Property in a foreclosure or similar proceeding. In connection with such foreclosure or other conversiondecision, the Servicer shall follow such practices (including, in the case of any default on a related senior mortgage loan, the advancing of funds to correct such defaultdefault if deemed to be appropriate by the Servicer) and procedures as it shall deem necessary or advisable and as shall be normal and usual in its general mortgage servicing activities; provided that the Servicer shall not be liable in any respect hereunder if the Servicer is acting in connection with any such foreclosure or attempted foreclosure which is not completed or other conversion in a manner that is consistent with the provisions of this Servicing Agreement. The foregoing is subject to the proviso that the Servicer shall not be required to expend its own funds in connection with any foreclosure or attempted foreclosure or towards the correction of any default on a related senior mortgage loan or restoration of any property unless it shall determine that such expenditure will increase Net Liquidation Proceeds. The In the event of a determination by the Servicer that any such expenditure previously made pursuant to this Section 3.07 will not be reimbursed out of reimbursable from Net Liquidation Proceeds for advances Proceeds, the Servicer shall be entitled to reimbursement of its own funds so expended pursuant to pay Liquidation Expenses before Section 3.03. Notwithstanding any Net Liquidation Proceeds are provision of this Servicing Agreement, a Home Equity Loan may be deemed to be finally liquidated if substantially all amounts expected by the Servicer to be received in connection with the related defaulted Home Equity Loan have been received; provided, however, that any subsequent collections with respect to any such Home Equity Loan shall be deposited in to the Collection Account. (b) . For purposes of determining the amount of any Liquidation Proceeds or Insurance Proceeds, or other unscheduled collections, the Servicer may take into account minimal amounts of additional receipts expected to be received or any estimated additional liquidation expenses expected to be incurred in connection with the related defaulted Home Equity Loan. In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall (i) so long as at least two of Mxxxx’x, Standard & Poor’s and Fitch assign a long-term unsecured debt rating to the Servicer of at least “Baa3”, in the case of Mxxxx’x, “BBB”, in the case of Fitch, and “BBB-” in the case of Standard & Poor’s, be issued in the name of the related Subservicer or (ii) if the rating requirements in clause (i) are not satisfied, be issued to the Indenture Trustee, or to its nominee who shall hold the same on behalf of Noteholdersthe Issuer in accordance with Section 3.13 of the Indenture. Notwithstanding any such acquisition of title and cancellation of the related Home Equity Loan, such Mortgaged Property shall (except as otherwise expressly provided herein) be considered to be an outstanding Home Equity Loan held as an asset of the Issuer until such time as such property shall be sold. Consistent with the foregoing for purposes of all calculations hereunder, so long as such Mortgaged Property shall be considered to be an outstanding Home Equity Loan it shall be assumed that, notwithstanding that the indebtedness evidenced by the related Credit Line Agreement shall have been discharged, such Credit Line Agreement in effect at the time of any such acquisition of title before any adjustment thereto by reason of any bankruptcy or similar proceeding or any moratorium or similar waiver or grace period will remain in effect. Any proceeds from foreclosure proceedings or the purchase or repurchase of any Home Equity Loan pursuant to the terms of this Servicing Agreement, as well as any recovery resulting from a collection of Liquidation Proceeds or Insurance Proceeds, will be applied in the following order of priority: first, to reimburse the Servicer in accordance with Section 3.03(vii) and this Section 3.07; second, to the Servicer, all Servicing Fees payable therefrom; third, to the Payment Account to the extent of accrued and unpaid interest to the Payment Date on the related Home Equity Loan, at the Loan Rate (less the Servicing Fee Rate); fourth, to the Payment Account as a recovery of principal on the Home Equity Loan; and fifth, to Foreclosure Profits.

Realization Upon Defaulted Home Equity Loans. (a) The Master Servicer (or the Master Servicer together with the related Seller as called for by the Home Equity Loan Purchase Agreement) shall foreclose upon or otherwise comparably convert to ownership Mortgaged Properties securing such of the Home Equity Loans as come into and continue in default when, in the opinion of the Master Servicer based upon the practices and procedures referred to in the following sentence, no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.02; provided that if the Master Servicer has actual knowledge or reasonably believes that any Mortgaged Property is affected by hazardous or toxic wastes or substances and that the acquisition of such Mortgaged Property would not be commercially reasonable, then the Master Servicer will not cause the Trust to acquire title to such Mortgaged Property in a foreclosure or similar proceeding. In connection with such foreclosure or other conversion, the Master Servicer shall follow such practices (including, in the case of any default on a related senior mortgage loan, the advancing of funds to correct such default) and procedures as it shall deem necessary or advisable and as shall be normal and usual in its general mortgage servicing activities. The foregoing is subject to the proviso that the Master Servicer shall not be required to expend its own funds in connection with any foreclosure or towards the correction of any default on a related senior mortgage loan or restoration of any property unless it shall determine that such expenditure will increase Net Liquidation Proceeds. The Master Servicer will be reimbursed out of Liquidation Proceeds for advances of its own funds to pay Liquidation Expenses before any Net Liquidation Proceeds are deposited in the Collection Account. (b) In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall (i) so long as at least two of Mxxxx’xXxxxx'x, Standard & Poor’s 's and Fitch assign a long-term unsecured debt rating to the Master Servicer of at least “"Baa3”", in the case of Mxxxx’xXxxxx'x, “"BBB”", in the case of Fitch, and “"BBB-” " in the case of Standard & Poor’s's, be issued in the name of the related Subservicer Servicer or (ii) if the rating requirements in clause (i) are not satisfied, be issued to the Indenture Trustee, or to its nominee on behalf of Noteholders.

Realization Upon Defaulted Home Equity Loans. (a) The Master Servicer (or the Master Servicer together with the related Seller as called for by the Home Equity Loan Purchase Agreement) shall foreclose upon or otherwise comparably convert to ownership Mortgaged Properties securing such of the Home Equity Loans as come into and continue in default when, in the opinion of the Master Servicer based upon the practices and procedures referred to in the following sentence, no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.02; provided that if the Master Servicer has actual knowledge or reasonably believes that any Mortgaged Property is affected by hazardous or toxic wastes or substances and that the acquisition of such Mortgaged Property would not be commercially reasonable, then the Master Servicer will not cause the Trust to acquire title to such Mortgaged Property in a foreclosure or similar proceeding. In connection with such foreclosure or other conversion, the Master Servicer shall follow such practices (including, in the case of any default on a related senior mortgage loan, the advancing of funds to correct such default) and procedures as it shall deem necessary or advisable and as shall be normal and usual in its general mortgage servicing activities. The foregoing is subject to the proviso that the Master Servicer shall not be required to expend its own funds in connection with any foreclosure or towards the correction of any default on a related senior mortgage loan or restoration of any property unless it shall determine that such expenditure will increase Net Liquidation Proceeds. The Master Servicer will be reimbursed out of Liquidation Proceeds for advances of its own funds to pay Liquidation Expenses before any Net Liquidation Proceeds are deposited in the Collection Account. (b) In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall (i) so long as at least two of Mxxxx’xMoody's, Standard & Poor’s 's and Fitch assign a long-term unsecured debt rating to rxxxxx xo the Master Servicer of at least “"Baa3”", in the case of Mxxxx’xMoody's, “"BBB”", in the case of Fitch, and “"BBB-” " in the case of Standard & Poor’sXxxx's, be issued in the name of the related Subservicer Servicer or (ii) if the rating requirements in clause (i) are not satisfied, be issued to the Indenture Trustee, or to its nominee on behalf of NoteholdersCertificateholders.

Realization Upon Defaulted Home Equity Loans. (a) The Master Servicer (or the Master Servicer together with the related Seller as called for by the Home Equity Loan Purchase Agreement) shall foreclose upon or otherwise comparably convert to ownership Mortgaged Properties securing such of the Home Equity Loans as come into and continue in default when, in the opinion of the Master Servicer based upon the practices and procedures referred to in the following sentence, no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.02; provided that if the Master Servicer has actual knowledge or reasonably believes that any Mortgaged Property is affected by hazardous or toxic wastes or substances and that the acquisition of such Mortgaged Property would not be commercially reasonable, then the Master Servicer will not cause the Trust to acquire title to such Mortgaged Property in a foreclosure or similar proceeding. In connection with such foreclosure or other conversion, the Master Servicer shall follow such practices (including, in the case of any default on a related senior mortgage loan, the advancing of funds to correct such default) and procedures as it shall deem necessary or advisable and as shall be normal and usual in its general mortgage servicing activities. The foregoing is subject to the proviso that the Master Servicer shall not be required to expend its own funds in connection with any foreclosure or towards the correction of any default on a related senior mortgage loan or restoration of any property unless it shall determine that such expenditure will increase Net Liquidation Proceeds. The Master Servicer will be reimbursed out of Liquidation Proceeds for advances of its own funds to pay Liquidation Expenses before any Net Liquidation Proceeds are deposited in the Collection Account. (b) In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall (i) so long as at least two of Mxxxx’xMoody's, Standard & Poor’s 's and Fitch assign a longan acceptable minimum xxxx-term xxrm unsecured debt rating to the Master Servicer of at least “(currently "Baa3”", in the case of Mxxxx’xMoody's, “"BBB”", in the case of Fitch, and “"BBB-” " in the case of Standard Stxxxxxx & Poor’s's), be issued in the name of the related Subservicer Servicer or (ii) if the rating requirements in clause (i) are not satisfied, be issued to the Indenture Trustee, or to its nominee on behalf of Noteholders.

Realization Upon Defaulted Home Equity Loans. (a) The Master Servicer (or the Master Servicer together with the related Seller as called for by the Home Equity Loan Purchase Agreement) shall foreclose upon or otherwise comparably convert to ownership Mortgaged Properties securing such of the Home Equity Loans as come into and continue in default when, in the opinion of the Master Servicer based upon the practices and procedures referred to in the following sentence, no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.02; provided that if the Master Servicer has actual knowledge or reasonably believes that any Mortgaged Property is affected by hazardous or toxic wastes or substances and that the acquisition of such Mortgaged Property would not be commercially reasonable, then the Master Servicer will not cause the Trust to acquire title to such Mortgaged Property in a foreclosure or similar proceeding. In connection with such foreclosure or other conversion, the Master Servicer shall follow such practices (including, in the case of any default on a related senior mortgage loan, the advancing of funds to correct such default) and procedures as it shall deem necessary or advisable and as shall be normal and usual in its general mortgage servicing activities. The foregoing is subject to the proviso that the Master Servicer shall not be required to expend its own funds in connection with any foreclosure or towards the correction of any default on a related senior mortgage loan or restoration of any property unless it shall determine that such expenditure will increase Net Liquidation Proceeds. The Master Servicer will be reimbursed out of Liquidation Proceeds for advances of its own funds to pay Liquidation Expenses before any Net Liquidation Proceeds are deposited in the Collection Account. (b) In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall (i) so long as at least two of Mxxxx’xMoody's, Standard & Poor’s 's and Fitch assign a long-term unsecured xxxxxxxed debt rating to the Master Servicer of at least “"Baa3”", in the case of Mxxxx’xMoody's, “"BBB”", in the case of Fitch, and “"BBB-” " in the case of xxxx xx Standard & Poor’s's, be issued in the name of the related Subservicer Servicer or (ii) if the rating requirements in clause (i) are not satisfied, be issued to the Indenture Trustee, or to its nominee on behalf of Noteholders.

Realization Upon Defaulted Home Equity Loans. (a) The Master Servicer (or the Master Servicer together with the related Seller as called for by the Home Equity Loan Purchase Agreement) shall foreclose upon or otherwise comparably convert to ownership Mortgaged Properties securing such of the Home Equity Loans as come into and continue in default when, in the opinion of the Master Servicer based upon the practices and procedures referred to in the following sentence, no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.02; provided that if the Master Servicer has actual knowledge or reasonably believes that any Mortgaged Property is affected by hazardous or toxic wastes or substances and that the acquisition of such Mortgaged Property would not be commercially reasonable, then the Master Servicer will not cause the Trust to acquire title to such Mortgaged Property in a foreclosure or similar proceeding. In connection with such foreclosure or other conversion, the Master Servicer shall follow such practices (including, in the case of any default on a related senior mortgage loan, the advancing of funds to correct such default) and procedures as it shall deem necessary or advisable and as shall be normal and usual in its general mortgage servicing activities. The foregoing is subject to the proviso that the Master Servicer shall not be required to expend its own funds in connection with any foreclosure or towards the correction of any default on a related senior mortgage loan or restoration of any property unless it shall determine that such expenditure will increase Net Liquidation Proceeds. The Master Servicer will be reimbursed out of Liquidation Proceeds for advances of its own funds to pay Liquidation Expenses before any Net Liquidation Proceeds are deposited in the Collection Account. (b) In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall (i) so long as at least two of Mxxxx’xMoody's, Standard & Poor’s 's and Fitch assign a long-term unsecured debt rating xxxxxx to the Master Servicer of at least “"Baa3”", in the case of Mxxxx’xMoody's, “"BBB”", in the case of Fitch, and “"BBB-” " in the case of Standard Standarx & Poor’sXxxr's, be issued in the name of the related Subservicer Servicer or (ii) if the rating requirements in clause (i) are not satisfied, be issued to the Indenture Trustee, or to its nominee on behalf of NoteholdersCertificateholders.

Realization Upon Defaulted Home Equity Loans. (a) The Master Servicer (shall, or shall cause the Servicer together with the related Seller as called for by the Home Equity Loan Purchase Agreement) shall applicable Subservicer to, foreclose upon or otherwise comparably convert to ownership Mortgaged Properties securing such of the Home Equity Loans as come into and continue in default when, in the opinion of the Servicer based upon the practices and procedures referred to in the following sentenceMaster Servicer, no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.02; provided that if the Servicer has actual knowledge or reasonably believes that any Mortgaged Property is affected by hazardous or toxic wastes or substances and that the acquisition of such Mortgaged Property would not be commercially reasonable, then the Servicer will not cause the Trust to acquire title to such Mortgaged Property in a foreclosure or similar proceeding. In connection with such foreclosure or other conversion, the Master Servicer or such Subservicer shall follow such practices (including, in the case of any default on a related senior mortgage loanprior deed of trust, the advancing of funds to correct such default) and procedures as it shall deem necessary or advisable and as shall be normal and usual from time to time in its general mortgage servicing activities. In determining whether to foreclose upon or otherwise comparably convert the ownership of a Mortgaged Property, the Master Servicer and each Subservicer shall take into account (and shall not be required to foreclose or otherwise convert the ownership of such Mortgaged Property in the case of) 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 such Mortgaged Property. The foregoing is subject to the proviso that neither the Master Servicer nor any Subservicer shall not be required to expend its own funds in connection with any foreclosure or other conversion or towards the correction of any default on a related senior prior mortgage loan or restoration of any property unless it shall determine that such expenditure foreclosure, correction or restoration will increase Net Trust Liquidation Proceeds. The Servicer will be reimbursed out of Liquidation Proceeds for advances of its own funds to pay Liquidation Expenses before any Net Liquidation Proceeds are deposited in the Collection Account. (b) In the event that title to the Trust Fund acquires any Mortgaged Property is acquired in by foreclosure or by deed in lieu of foreclosure, the deed such Mortgaged Property shall be disposed of by or certificate of sale shall (i) so long as at least two of Mxxxx’x, Standard & Poor’s and Fitch assign a long-term unsecured debt rating to the Servicer of at least “Baa3”, in the case of Mxxxx’x, “BBB”, in the case of Fitch, and “BBB-” in the case of Standard & Poor’s, be issued in the name of the related Subservicer or (ii) if the rating requirements in clause (i) are not satisfied, be issued to the Indenture Trustee, or to its nominee on behalf of Noteholdersthe Trust Fund within two years after its acquisition by the Trust Fund unless the Trustee shall have received an Opinion of Counsel to the effect that the holding by the Trust Fund of such Mortgaged Property subsequent to two years after its acquisition will not result in the imposition of taxes on "prohibited transactions" (as defined in section 860F of the Code) of the Trust Fund or cause the Trust Fund to fail to qualify as a REMIC at any time that any Certificates are outstanding.

Realization Upon Defaulted Home Equity Loans. (a) The Servicer (or the Servicer together with the related Seller as called for by the Home Equity Loan Purchase Agreement) shall foreclose upon or otherwise comparably convert to effect the ownership Mortgaged Properties securing such in the name of the Servicer on behalf of the Issuer of Properties relating to defaulted Home Equity Loans as come into and continue in default when, in the opinion of the Servicer based upon the practices and procedures referred to in the following sentence, which no satisfactory arrangements can be made for collection of delinquent Delinquent payments and which the Servicer has not purchased pursuant to Section 3.02; provided that if 4.13(f), unless the Servicer has actual knowledge or reasonably believes that any Mortgaged Property is affected by hazardous or toxic wastes or substances and that the acquisition of Net Liquidation Proceeds with respect to such Mortgaged Property Home Equity Loan would not be commercially reasonableincreased as a result of such foreclosure or other action, then the in which case such Home Equity Loan will be charged-off and will become a Liquidated Loan. The Servicer will not cause give notice of any such charge-off to the Trust to acquire title to such Mortgaged Property Credit Enhancer substantially in a foreclosure or similar proceedingthe form of Exhibit F attached hereto. In connection with such foreclosure or other conversion, the Servicer shall follow such practices (includingexercise foreclosure procedures with the same degree of care and skill in their exercise or use, as it would ordinarily exercise or use under the circumstances in the case conduct of its own affairs. Any amounts advanced in connection with such foreclosure or other action shall constitute "Servicing Advances" within the meaning of Section 4.9(b) hereof. (b) The Servicer shall sell any default on a related senior mortgage loanREO Property within 23 months of its acquisition by the Trust, unless the advancing Servicer obtains for the Indenture Trustee an opinion of funds counsel experienced in federal income tax matters, addressed to correct such default) Indenture Trustee and procedures as it shall deem necessary or advisable and as shall be normal and usual in its general mortgage servicing activities. The foregoing is subject the Servicer, to the proviso effect that the holding by such Trust of such REO Property for a greater specified period [will not result in the imposition of taxes on __________. (c) Notwithstanding the generality of the foregoing provisions, the Servicer shall manage, conserve, protect and operate each REO Property for the related 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 __________. 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 Noteholders and the Certificateholders, rent the same, or any part thereof, as the Servicer deems to be required in the best interest of such Noteholders and the Certificateholders for the period prior to expend its own funds in connection with any foreclosure or towards the correction sale of any default on a related senior mortgage loan or restoration of any property unless it shall determine that such expenditure will increase Net Liquidation ProceedsREO Property. The Servicer will net income from the rental or sale of an REO Property shall be reimbursed out of Liquidation Proceeds for advances of its own funds to pay Liquidation Expenses before any Net Liquidation Proceeds are deposited in the Collection Account. (bd) In If the event Servicer has actual knowledge that title to any Mortgaged a Property which the Servicer is acquired contemplating acquiring in foreclosure or by deed in lieu of foreclosureforeclosure contains environmental or hazardous waste risks known to the Servicer, the deed Servicer shall notify the Credit Enhancer and the Indenture Trustee prior to acquiring the Property. The Servicer is not permitted to take any action with respect to such a Property without the prior written approval of the Credit Enhancer. (e) The Servicer shall determine, with respect to each defaulted Home Equity Loan, when it has recovered, whether through trustee's sale, foreclosure sale or certificate otherwise, all amounts, if any, it expects to recover from or on account of sale such defaulted Home Equity Loan, whereupon such Home Equity Loan shall become a "Liquidated Loan." (f) The Servicer has the right and the option, but not the obligation, to purchase for its own account any Home Equity Loan (i) so long which becomes Delinquent, in whole or in part, as at least two of Mxxxx’x, Standard & Poor’s and Fitch assign a long-term unsecured debt rating to four consecutive monthly installments or any Home Equity Loan as to which enforcement proceedings have been brought by the Servicer of at least “Baa3”, in the case of Mxxxx’x, “BBB”, in the case of Fitch, pursuant to this Section 4.13 and “BBB-” in the case of Standard & Poor’s, be issued in the name of the related Subservicer or (ii) if (x) with respect to which the rating requirements in clause (i) are not satisfied, be issued Credit Enhancer has refused to give its consent to the Indenture TrusteeServicer's non-exercise of its rights under any "due-on-sale" clause, as described in Section 4.12(a) and (y) which is in default or as to its nominee which a default is imminent. Any such Home Equity Loan so purchased shall be purchased by the Servicer on behalf of Noteholdersa Remittance Date at a purchase price equal to the Loan Purchase Price thereof, which purchase price shall be deposited in the Collection Account.

Realization Upon Defaulted Home Equity Loans. (a) The Servicer (or the Servicer together with the related Seller as called for by the Home Equity Loan Purchase Agreement) shall foreclose upon or otherwise comparably convert to ownership Mortgaged Properties securing such of the Home Equity Loans as come into and continue in default when, in the opinion of the Servicer based upon the practices and procedures referred to in the following sentence, no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.02; provided that if the Servicer has actual knowledge or reasonably believes that any Mortgaged Property is affected by hazardous or toxic wastes or substances and that the acquisition of such Mortgaged Property would not be commercially reasonable, then the Servicer will not cause the Trust to acquire title to such Mortgaged Property in a foreclosure or similar proceeding. In Subject to Section 3.06(c), in connection with such foreclosure or other conversion, the Servicer shall follow such practices (including, in the case of any default on a related senior mortgage loan, the advancing of funds to correct such default) and procedures as it shall deem necessary or advisable and as shall be normal and usual in its general mortgage servicing activities. The foregoing is subject to the proviso that the Servicer shall not be required to expend its own funds in connection with any foreclosure or towards the correction of any default on a related senior mortgage loan or restoration of any property unless it shall determine that such expenditure will increase Net Liquidation Proceeds. The Servicer will be reimbursed out of Liquidation Proceeds for advances of its own funds to pay Liquidation Expenses before any Net Liquidation Proceeds are deposited in the Collection Account. (b) In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall (i) so long as at least two of Mxxxx’x, Standard & Poor’s and Fitch assign a long-term unsecured debt rating to the Servicer of at least “Baa3”, in the case of Mxxxx’x, “BBB”, in the case of Fitch, and “BBB-” in the case of Standard & Poor’s, be issued in the name of the related Subservicer or (ii) if the rating requirements in clause (i) are not satisfied, be issued to the Indenture TrusteeTrust, or to its nominee on behalf of NoteholdersCertificateholders. (c) Pursuant to its efforts to sell REO, the Servicer shall either itself or through an agent selected by the Servicer, protect and conserve such REO in the same manner and to such extent as is customary in the locality where such REO is located and may, incident to its conservation and protection of the interests of the Certificateholders, rent the same, or any part thereof, as the Servicer deems to be in the best interest of the Certificateholders for the period prior to the sale of such REO. The net monthly rental income, if any, from such REO shall be deposited in the Certificate Account no later than the close of business on each Determination Date. The Servicer shall perform the tax reporting and withholding required by Sections 1445 and 6050J of the Code with respect to foreclosures and abandonments, the tax reporting required by Section 6050H of the Code with respect to the receipt of mortgage interest from individuals and any tax reporting required by Section 6050P of the Code with respect to the cancellation of indebtedness by certain financial entities, by preparing such tax and information returns as may be required, in the form required, and delivering the same to the Administrator for filing. In the event that the Trust Fund acquires any Mortgaged Property as aforesaid or otherwise in connection with a default or imminent default on a Home Equity Loan, the Servicer shall dispose of such Mortgaged Property as soon as practicable in a manner that maximizes the Liquidation Proceeds thereof, but in no event later than three years after its acquisition by the Trust Fund. In that event, the Trustee shall have been supplied with an Opinion of Counsel to the effect that the holding by the Trust Fund of such Mortgaged Property subsequent to a three year period, if applicable, will not result in the imposition of taxes on “prohibited transactions” of any REMIC hereunder as defined in Section 860F of the Code or cause any REMIC hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding, and that the Trust Fund may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel) after the expiration of such three-year period. Notwithstanding any other provision of this Agreement, no Mortgaged Property acquired by the Trust Fund shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trust Fund in such a manner or pursuant to any terms that would (i) cause such Mortgaged Property to fail to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code or (ii) subject any REMIC hereunder to the imposition of any federal, state or local income taxes on the income earned from such Mortgaged Property under Section 860G(c) of the Code or otherwise, unless the Servicer has agreed to indemnify and hold harmless the Trust Fund with respect to the imposition of any such taxes. (d) In the event of a default on a Mortgage Loan one or more of whose obligors is not a United States Person in connection with any foreclosure or acquisition of a deed in lieu of foreclosure (together, “foreclosure”) in respect of such Mortgage Loan, the Servicer will cause compliance with the provisions of Treasury Regulation Section 1.1445-2(d)(3) (or any successor thereto) necessary to assure that no withholding tax obligation arises with respect to the proceeds of such foreclosure except to the extent, if any, that proceeds of such foreclosure are required to be remitted to the obligors on such Home Equity Loan.

Realization Upon Defaulted Home Equity Loans. (a) The Master Servicer (or the Master Servicer together with the related Seller as called for by the Home Equity Loan Purchase AgreementAgreements) shall foreclose upon or otherwise comparably convert to ownership Mortgaged Properties securing such of the Home Equity Loans as come into and continue in default when, in the opinion of the Master Servicer based upon the practices and procedures referred to in the following sentence, no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.02; provided that if the Master Servicer has actual knowledge or reasonably believes that any Mortgaged Property is affected by hazardous or toxic wastes or substances and that the acquisition of such Mortgaged Property would not be commercially reasonable, then the Master Servicer will not cause the Trust to acquire title to such Mortgaged Property in a foreclosure or similar proceeding. In connection with such foreclosure or other conversion, the Master Servicer shall follow such practices (including, in the case of any default on a related senior mortgage loan, the advancing of funds to correct such default) and procedures as it shall deem necessary or advisable and as shall be normal and usual in its general mortgage servicing activities. The foregoing is subject to the proviso that the Master Servicer shall not be required to expend its own funds in connection with any foreclosure or towards the correction of any default on a related senior mortgage loan or restoration of any property unless it shall determine that such expenditure will increase Net Liquidation Proceeds. The Master Servicer will be reimbursed out of Liquidation Proceeds for advances of its own funds to pay Liquidation Expenses before any Net Liquidation Proceeds are deposited in the Collection Account. (b) In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall (i) so long as at least two of Mxxxx’xMoody's, Standard & Poor’s and Pxxx'x xnd Fitch assign a long-term unsecured debt rating to the Master Servicer of at least “"Baa3”", in the case of Mxxxx’xMoody's, “"BBB”", in the case of Fitch, and “"BBB-” " in the case of Standard Staxxxxx & Poor’s's, be issued in the name of the related Subservicer Servicer or (ii) if the rating requirements in clause (i) are not satisfied, be issued to the Indenture Trustee, or to its nominee on behalf of Noteholders.

Realization Upon Defaulted Home Equity Loans. (a) The Master Servicer (or the Master Servicer together with the related Seller as called for by the Home Equity Loan Purchase Agreement) shall foreclose upon or otherwise comparably convert to ownership Mortgaged Properties securing such of the Home Equity Loans as come into and continue in default when, in the opinion of the Master Servicer based upon the practices and procedures referred to in the following sentence, no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.02; provided that if the Master Servicer has actual knowledge or reasonably believes that any Mortgaged Property is affected by hazardous or toxic wastes or substances and that the acquisition of such Mortgaged Property would not be commercially reasonable, then the Master Servicer will not cause the Trust to acquire title to such Mortgaged Property in a foreclosure or similar proceeding. In connection with such foreclosure or other conversion, the Master Servicer shall follow such practices (including, in the case of any default on a related senior mortgage loan, the advancing of funds to correct such default) and procedures as it shall deem necessary or advisable and as shall be normal and usual in its general mortgage servicing activities. The foregoing is subject to the proviso that the Master Servicer shall not be required to expend its own funds in connection with any foreclosure or towards the correction of any default on a related senior mortgage loan or restoration of any property unless it shall determine that such expenditure will increase Net Liquidation Proceeds. The Master Servicer will be reimbursed out of Liquidation Proceeds for advances of its own funds to pay Liquidation Expenses before any Net Liquidation Proceeds are deposited in the Collection Account. (b) In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall (i) so long as at least two of Mxxxx’x, Standard & Poor’s and Fitch assign a the long-term unsecured debt rating to of the Master Servicer is assigned ratings of at least “Baa3”, in the case of Mxxxx’x, “BBB”, in the case of Fitch, "A" by Fitch and “BBB-” in the case of Standard & Poor’s"A3" by Moody's, be issued in the name of the related Subservicer Servicer or (ii) if the rating requirements in clause (i) are not satisfied, be issued to the Indenture Trustee, or to its nominee on behalf of NoteholdersCertificateholders.

Realization Upon Defaulted Home Equity Loans. (a) The Master Servicer (or the Master Servicer together with the related Seller as called for by the Home Equity Loan Purchase Agreement) shall foreclose upon or otherwise comparably convert to ownership Mortgaged Properties securing such of the Home Equity Loans as come into and continue in default when, in the opinion of the Master Servicer based upon the practices and procedures referred to in the following sentence, no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.02; provided that if the Master Servicer has actual knowledge or reasonably believes that any Mortgaged Property is affected by hazardous or toxic wastes or substances and that the acquisition of such Mortgaged Property would not be commercially reasonable, then the Master Servicer will not cause the Trust to acquire title to such Mortgaged Property in a foreclosure or similar proceeding. In connection with such foreclosure or other conversion, the Master Servicer shall follow such practices (including, in the case of any default on a related senior mortgage loan, the advancing of funds to correct such default) and procedures as it shall deem necessary or advisable and as shall be normal and usual in its general mortgage servicing activities. The foregoing is subject to the proviso that the Master Servicer shall not be required to expend its own funds in connection with any foreclosure or towards the correction of any default on a related senior mortgage loan or restoration of any property unless it shall determine that such expenditure will increase Net Liquidation Proceeds. The Master Servicer will be reimbursed out of Liquidation Proceeds for advances of its own funds to pay Liquidation Expenses before any Net Liquidation Proceeds are deposited in the Collection Account. (b) In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall (i) so long as at least two of Mxxxx’xMoody's, Standard & Poor’s 's and Fitch assign a long-term unsecured debt rating xxxx xxting to the Master Servicer of at least “"Baa3”", in the case of Mxxxx’xMoody's, “"BBB”", in the case of Fitch, and “"BBB-” " in the case of Standard Stxxxxxx & Poor’s's, be issued in the name of the related Subservicer Servicer or (ii) if the rating requirements in clause (i) are not satisfied, be issued to the Indenture Trustee, or to its nominee on behalf of Noteholders.

Realization Upon Defaulted Home Equity Loans. (a) The Master Servicer (or the Master Servicer together with the related Seller as called for by the Home Equity Loan Purchase Agreement) shall foreclose upon or otherwise comparably convert to ownership Mortgaged Properties securing such of the Home Equity Loans as come into and continue in default when, in the opinion of the Master Servicer based upon the practices and procedures referred to in the following sentence, no satisfactory arrangements can be made for collection of delinquent payments pursuant to [Section 3.02]; provided that if the Master Servicer has actual knowledge or reasonably believes that any Mortgaged Property is affected by hazardous or toxic wastes or substances and that the acquisition of such Mortgaged Property would not be commercially reasonable, then the Master Servicer will not cause the Trust to acquire title to such Mortgaged Property in a foreclosure or similar proceeding. In connection with such foreclosure or other conversion, the Master Servicer shall follow such practices (including, in the case of any default on a related senior mortgage loan, the advancing of funds to correct such default) and procedures as it shall deem necessary or advisable and as shall be normal and usual in its general mortgage servicing activities. The foregoing is subject to the proviso that the Master Servicer shall not be required to expend its own funds in connection with any foreclosure or towards the correction of any default on a related senior mortgage loan or restoration of any property unless it shall determine that such expenditure will increase Net Liquidation Proceeds. The Master Servicer will be reimbursed out of Liquidation Proceeds for advances of its own funds to pay Liquidation Expenses before any Net Liquidation Proceeds are deposited in the Collection Account. (b) In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall (i) so long as at least two of Mxxxx’x, Standard & Poor’s and Fitch assign a the long-term unsecured debt rating to of the Master Servicer is assigned ratings of at least “Baa3”, in the case of Mxxxx’x, “BBB”, in the case of Fitch, [__] by Fitch and “BBB-” in the case of Standard & Poor’sA-3 by Moody's, be issued in the name of the related Subservicer Servicer or (ii) if the rating requirements in clause (i) are not satisfied, be issued to the Indenture Trustee, or to its nominee on behalf of NoteholdersCertificateholders. In the event that the Trust acquires any Mortgaged Property as aforesaid or otherwise in connection with a default or imminent default on a Home Equity Loan, such Mortgaged Property shall be disposed of by or on behalf of the Trust within three (3) years after its acquisition by the Trust unless the Trustee shall have received an Opinion of Counsel to the effect that the holding by the Trust of such Mortgaged Property subsequent to three years after its acquisition will not result in the imposition of taxes on "prohibited transactions" of the Trust as defined in Section 860F of the Code or cause the Trust to fail to qualify as a REMIC at any time that any Certificates are outstanding. If the Trustee has not otherwise disposed of any such Mortgaged Property after its acquisition by the Trust, the Master Servicer may purchase such Mortgaged Property prior to the third anniversary of the date on which it was acquired at a price equal to its fair market value as established by an appraisal conducted by an independent appraiser, such appraisal to be at the expense of the Master Servicer.

Realization Upon Defaulted Home Equity Loans. (a) The Servicer (or the Servicer together with the related Seller as called for by the Home Equity Loan Purchase Agreement) shall foreclose upon or otherwise comparably convert to ownership Mortgaged Properties securing such of the Home Equity Loans as come into and continue in delinquency or default when, in the opinion of the Servicer based upon the practices and procedures referred as to in the following sentence, which no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.02; provided that if the Servicer has actual knowledge or reasonably believes that any Mortgaged Property is affected by hazardous or toxic wastes or substances and that the acquisition of such Mortgaged Property would not be commercially reasonable, then the Servicer will not cause the Trust to acquire title to such Mortgaged Property in a foreclosure or similar proceeding. In connection with such foreclosure or other conversion, the Servicer shall follow such practices (including, in the case of any delinquency or default on a related senior mortgage loanmortgage, the advancing of funds to correct such delinquency or default) and procedures as it shall deem necessary or advisable and as shall be normal and usual in its the general mortgage home equity loan servicing activitiesactivities of the Servicer. The foregoing is subject to Servicer shall be reimbursed for Property Protection Expenses incurred by it out of the proviso that related Liquidation Proceeds or, if such proceeds are inadequate, out of other amounts in the Collection Account. Notwithstanding the foregoing, the Servicer shall not be required (i) to expend its own funds in connection with any foreclosure or towards the correction of any delinquency or default on a related senior mortgage loan or restoration of any property unless it shall determine that unless, in the reasonable judgment of the Servicer, such expenditure foreclosure, correction or restoration will increase Net Liquidation Proceeds, or (ii) to foreclose upon or otherwise convert to ownership any Mortgaged Property which the Servicer has determined may be materially contaminated with hazardous wastes or hazardous substances. The Servicer will be reimbursed out of Liquidation Proceeds for advances of its own funds to pay Liquidation Expenses before any All Net Liquidation Proceeds are or other proceeds of any defaulted Home Equity Loan (net of any related Property Protection Expenses) shall be deposited in into the Collection Account. (b) . In the event that title to any Mortgaged Property securing a Home Equity Loan is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall (i) so long as at least two of Mxxxx’x, Standard & Poor’s and Fitch assign a long-term unsecured debt rating to the Servicer of at least “Baa3”, in the case of Mxxxx’x, “BBB”, in the case of Fitch, and “BBB-” in the case of Standard & Poor’s, be issued in the name of the related Subservicer or (ii) if the rating requirements in clause (i) are not satisfied, be issued to the Indenture TrusteeServicer on behalf of the Trust, to the Trustee on behalf of Certificateholders or to its the Trustee's nominee on behalf of NoteholdersCertificateholders. The Servicer or an affiliate of the Servicer shall maintain a blanket hazard insurance policy covering hazard losses on such Mortgaged Property for the benefit of the Trust.