Common use of Administration and Servicing of Mortgage Loans Clause in Contracts

Administration and Servicing of Mortgage Loans. (a) The Master Servicer shall supervise, monitor and oversee the obligation of the Servicer to service and administer the Mortgage Loans in accordance with the terms of the related Servicing Agreement and shall have full power and authority to do any and all things which it may deem necessary or desirable in connection with such master servicing and administration. In performing its obligations hereunder, the Master Servicer shall act in a manner consistent with Accepted Master Servicing Practices. Furthermore, the Master Servicer shall oversee and consult with the Servicer as necessary from time-to-time to carry out the Master Servicer's obligations hereunder, shall receive, review and evaluate all reports, information and other data provided to the Master Servicer by the Servicer and shall cause the Servicer to perform and observe the covenants, obligations and conditions to be performed or observed by the Servicer under the applicable Servicing Agreement. The Master Servicer shall independently and separately monitor the Servicer's servicing activities with respect to each related Mortgage Loan, reconcile the results of such monitoring with such information provided in the previous sentence on a monthly basis and coordinate corrective adjustments to the Servicer's and Master Servicer's records, and based on such reconciled and corrected information, the Master Servicer shall provide such information to the Securities Administrator as shall be necessary in order for it to prepare the statements specified in Section 4.03, and prepare any other information and statements required to be forwarded by the Master Servicer hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Servicer to the Custodial Account pursuant to the applicable Servicing Agreement. The Trustee shall furnish the Servicer and the Master Servicer with any powers of attorney and other documents in form as provided to it necessary or appropriate to enable the Servicer and the Master Servicer to service and administer the related Mortgage Loans and REO Property. The Trustee shall provide access to the records and documentation in possession of the Trustee regarding the related Mortgage Loans and REO Property and the servicing thereof to the Certificateholders, the NIMS Insurer, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the Trustee; provided, however, that, unless otherwise required by law, the Trustee shall not be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee's actual costs. The Trustee shall execute and deliver to the Servicer and the Master Servicer any court pleadings, requests for trustee's sale or other documents necessary or desirable to (i) the foreclosure or trustee's sale with respect to a Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note or Security Instrument; (iii) obtain a deficiency judgment against the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or Security Instrument or otherwise available at law or equity. (b) Consistent with the terms of this Agreement, the Master Servicer may waive, modify or vary any term of any Mortgage Loan or consent to the postponement of strict compliance with any such term or in any manner grant indulgence to any Mortgagor if such waiver, modification, postponement or indulgence is in conformity with the Accepted Servicing Practices; provided that, that the NIMs Insurer's prior written consent shall be required for any modification, waiver or amendment by the Master Servicer if the aggregate number of outstanding Mortgage Loans which have been modified, waived or amended exceeds 5% of the number of Mortgage Loans subject to the related Servicing Agreement, provided, however, that: (A) the Master Servicer shall not make future advances (except as provided in Section 4.03); (B) the Master Servicer shall not permit any modification with respect to any Mortgage Loan that would change the Mortgage Rate, defer or forgive the payment of any principal or interest payments, reduce the outstanding Stated Principal Balance (except for reductions resulting from actual payments of principal) or extend the final maturity date on such Mortgage Loan (unless (i) the Mortgagor is in default with respect to the Mortgage Loan or (ii) such default is, in the judgment of the Master Servicer, reasonably foreseeable); and (C) the Master Servicer shall not consent to (i) partial releases of Mortgages, (ii) alterations, (iii) removal, demolition or division of properties subject to Mortgages, (iv) modification or (v) second mortgage subordination agreements with respect to any Mortgage Loan that would: (i) affect adversely the status of any REMIC as a REMIC,(ii) cause any REMIC to be subject to a tax on "prohibited transactions" or "contributions" pursuant to the REMIC Provisions, or (iii) both (x) effect an exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or Treasury regulations promulgated thereunder) and (y) cause any REMIC constituting part of the Trust Fund to fail to qualify as a REMIC under the Code or the imposition of any tax on "prohibited transactions" or "contributions" after the Startup Day under the REMIC Provisions. The provisions of this Section 3.01(b) shall apply to the exercise of such waiver, modification, postponement or indulgence rights by the Master Servicer in its capacity as such and shall not apply to the exercise of any similar rights by the Servicer, who shall instead by subject to the provisions of the Servicing Agreement. Such waiver, modification, postponement and indulgence rights of the Master Servicer set forth in this Section shall not be construed as a duty. (c) In the event of a Subservicer Termination Trigger, the Master Servicer shall enforce the obligation of the Servicer under the Servicing Agreements to terminate the related Subservicers and to engage new Subservicers at the direction of the NIMS Insurer. (d) The Master Servicer shall enforce the obligation of the Servicer under the Servicing Agreements to waive Prepayment Charges in accordance with the criteria therein and to pay the amount of any waived Prepayment Charges.

Administration and Servicing of Mortgage Loans. (a) The Master Servicer shall supervise, monitor and oversee the obligation of the Servicer to service and administer the Mortgage Loans in accordance with the terms of the related Servicing Agreement and shall have full power and authority to do any and all things which it may deem necessary or desirable in connection with such master servicing and administration. In performing its obligations hereunder, the Master Servicer shall act in a manner consistent with Accepted Master Servicing Practices. Furthermore, the Master Servicer shall oversee and consult with the Servicer as necessary from time-to-time to carry out the Master Servicer's ’s obligations hereunder, shall receive, review and evaluate all reports, information and other data provided to the Master Servicer by the Servicer and shall cause the Servicer to perform and observe the covenants, obligations and conditions to be performed or observed by the Servicer under the applicable Servicing Agreement. The Master Servicer shall independently and separately monitor the Servicer's ’s servicing activities with respect to each related Mortgage Loan, reconcile the results of such monitoring with such information provided in the previous sentence on a monthly basis and coordinate corrective adjustments to the Servicer's ’s and Master Servicer's ’s records, and based on such reconciled and corrected information, the Master Servicer shall provide such information to the Securities Administrator Trustee as shall be necessary in order for it to prepare the statements specified in Section 4.03, and prepare any other information and statements required to be forwarded by the Master Servicer hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Servicer to the Custodial Certificate Account pursuant to the applicable Servicing Agreement. The Trustee shall furnish the Servicer and the Master Servicer with any powers a separate power of attorney in the standard form used by the Trustee in the form of Exhibit R to the extent necessary and other documents in form as provided to it necessary or appropriate to enable the Servicer and the Master Servicer to service and administer the related Mortgage Loans and REO Property. The Trustee shall not be liable for the actions of any Servicer or the Master Servicer under such powers of attorney. The Trustee shall provide access to the records and documentation in possession of the Trustee regarding the related Mortgage Loans and REO Property and the servicing thereof to the Certificateholders, the NIMS Insurer, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the Trustee; provided, however, that, unless otherwise required by law, the Trustee shall not be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee's ’s actual costs. The Trustee shall execute and deliver to the Servicer and the Master Servicer any court pleadings, requests for trustee's ’s sale or other documents necessary or desirable to (i) the foreclosure or trustee's ’s sale with respect to a Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note or Security Instrumentsecurity instrument; (iii) obtain a deficiency judgment against the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or Security Instrument security instrument or otherwise available at law or equity. (b) Consistent with the terms of this Agreement, the Master Servicer may waive, modify or vary any term of any Mortgage Loan or consent to the postponement of strict compliance with any such term or in any manner grant indulgence to any Mortgagor if such waiver, modification, postponement or indulgence is in conformity with the Accepted Servicing Practices; provided that, that the NIMs Insurer's prior written consent shall be required for any modification, waiver or amendment by the Master Servicer if the aggregate number of outstanding Mortgage Loans which have been modified, waived or amended exceeds 5% of the number of Mortgage Loans subject to the related Servicing Agreement, provided, however, that: (A) the Master Servicer shall not make future advances (except as provided in Section 4.03); (B) the Master Servicer shall not permit any modification with respect to any Mortgage Loan that would change the Mortgage Rate, defer or forgive the payment of any principal or interest payments, reduce the outstanding Stated Principal Balance (except for reductions resulting from actual payments of principal) or extend the final maturity date on such Mortgage Loan (unless (i) the Mortgagor is in default with respect to the Mortgage Loan or (ii) such default is, in the judgment of the Master Servicer, reasonably foreseeable); and (C) the Master Servicer shall not consent to (i) partial releases of Mortgages, (ii) alterations, (iii) removal, demolition or division of properties subject to Mortgages, (iv) modification or (v) second mortgage subordination agreements with respect to any Mortgage Loan that would: (i) affect adversely the status of any REMIC as a REMIC,(ii) cause any REMIC to be subject to a tax on "“prohibited transactions" ” or "“contributions" ” pursuant to the REMIC Provisions, or (iii) both (x) effect an exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or Treasury regulations promulgated thereunder) and (y) cause any REMIC constituting part of the Trust Fund to fail to qualify as a REMIC under the Code or the imposition of any tax on "“prohibited transactions" ” or "“contributions" ” after the Startup Day under the REMIC Provisions. The provisions of this Section 3.01(b) shall apply to the exercise of such waiver, modification, postponement or indulgence rights by the Master Servicer in its capacity as such and shall not apply to the exercise of any similar rights by the Servicer, who shall instead by subject to the provisions of the Servicing Agreement. Such waiver, modification, postponement and indulgence rights of the Master Servicer set forth in this Section shall not be construed as a duty. (c) In the event of a Subservicer Termination Trigger, the Master Servicer shall enforce the obligation of the Servicer under the Servicing Agreements to terminate the related Subservicers and to engage new Subservicers at the direction of the NIMS Insurer. (d) The Master Servicer shall enforce the obligation of the Servicer under the Servicing Agreements to waive Agreement in connection with the waiver of Prepayment Charges in accordance with the criteria therein and to pay the amount of any waived Prepayment Charges.

Administration and Servicing of Mortgage Loans. BY THE MASTER SERVICER Section 9.01. Duties of the Master Servicer; Enforcement of Servicers’ and Master Servicer’s Obligations. (a) The Master Servicer shall superviseServicer, monitor and oversee the obligation on behalf of the Servicer to service Trustee, the Depositor and administer the Mortgage Loans in accordance with Certificateholders shall monitor the terms performance of the related Servicers under the Purchase and Servicing Agreement Agreements, and shall have full power use its reasonable good faith efforts to cause the Servicers duly and authority punctually to do any perform all of their respective duties and all things obligations thereunder. Upon the occurrence of a default of which it may deem necessary or desirable in connection with such master servicing a Responsible Officer of the Master Servicer has actual knowledge under a Purchase and administration. In performing its obligations hereunderServicing Agreement, the Master Servicer shall act promptly notify the Trustee thereof, and shall specify in a manner consistent with Accepted Master Servicing Practices. Furthermoresuch notice the action, if any, the Master Servicer shall oversee and consult with the Servicer as necessary from time-to-time to carry out the Master Servicer's obligations hereunder, shall receive, review and evaluate all reports, information and other data provided to the Master Servicer by the Servicer and shall cause the Servicer to perform and observe the covenants, obligations and conditions to be performed or observed by the Servicer under the applicable Servicing Agreement. The Master Servicer shall independently and separately monitor the Servicer's servicing activities with is taking in respect to each related Mortgage Loan, reconcile the results of such monitoring with default. So long as any such information provided in the previous sentence on a monthly basis and coordinate corrective adjustments to the Servicer's and Master Servicer's records, and based on such reconciled and corrected informationdefault shall be continuing, the Master Servicer shall provide such information to the Securities Administrator as shall be necessary in order for it to prepare the statements specified in Section 4.03may, and prepare any other information and statements required shall if it determines such action to be forwarded by in the Master Servicer hereunder. The Master Servicer shall reconcile the results best interests of its Mortgage Loan monitoring with the actual remittances Certificateholders, (i) terminate all of the rights and powers of such Servicer to the Custodial Account pursuant to the applicable provisions of the related Purchase and Servicing Agreement. The Trustee shall furnish the Servicer and the Master Servicer with any powers of attorney and other documents in form as provided to it necessary or appropriate to enable the Servicer and the Master Servicer to service and administer the related Mortgage Loans and REO Property. The Trustee shall provide access to the records and documentation in possession of the Trustee regarding the related Mortgage Loans and REO Property and the servicing thereof to the Certificateholders, the NIMS Insurer, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the Trustee; provided, however, that, unless otherwise required by law, the Trustee shall not be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee's actual costs. The Trustee shall execute and deliver to the Servicer and the Master Servicer any court pleadings, requests for trustee's sale or other documents necessary or desirable to (i) the foreclosure or trustee's sale with respect to a Mortgaged Property; (ii) exercise any legal action brought rights it may have to obtain judgment enforce the related Purchase and Servicing Agreement against any Mortgagor on the Mortgage Note or Security Instrumentsuch Servicer; and/or (iii) obtain a deficiency judgment against waive any such default under the Mortgagor; related Purchase and Servicing Agreement or (iv) enforce take any other rights or remedies provided by action with respect to such default as is permitted thereunder. Notwithstanding anything to the Mortgage Note or Security Instrument or otherwise available at law or equity. (b) Consistent with the terms of contrary in this Agreement, with respect to any Additional Collateral Mortgage Loan, the Master Servicer may waivewill have no duty or obligation to supervise, modify monitor or vary any term of any Mortgage Loan or consent to oversee the postponement of strict compliance with any such term or in any manner grant indulgence to any Mortgagor if such waiver, modification, postponement or indulgence is in conformity with the Accepted Servicing Practices; provided that, that the NIMs Insurer's prior written consent shall be required for any modification, waiver or amendment by the Master Servicer if the aggregate number of outstanding Mortgage Loans which have been modified, waived or amended exceeds 5% activities of the number of Mortgage Loans subject to the related Servicer under any Purchase and Servicing Agreement, provided, however, that: (A) the Master Servicer shall not make future advances (except as provided in Section 4.03); (B) the Master Servicer shall not permit any modification Agreement with respect to any Mortgage Loan that would change Additional Collateral or under any agreement relating to the Mortgage Ratepledge of, defer or forgive the payment perfection of a pledge or security interest in, any principal or interest payments, reduce Additional Collateral except upon the outstanding Stated Principal Balance (except for reductions resulting from actual payments occurrence of principal) or extend the final maturity date on such Mortgage Loan (unless following events (i) the Mortgagor is in default with respect to the Mortgage Loan or (ii) such default is, in the judgment case of the Master Servicer, reasonably foreseeable); and (C) the Master Servicer shall not consent to (i) partial releases of Mortgages, (ii) alterations, (iii) removal, demolition or division of properties subject to Mortgages, (iv) modification or (v) second mortgage subordination agreements with respect to any Mortgage Loan that would: (i) affect adversely the status a final liquidation of any REMIC as a REMIC,(ii) cause any REMIC to be subject to a tax on "prohibited transactions" or "contributions" pursuant to the REMIC Provisions, or (iii) both (x) effect an exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or Treasury regulations promulgated thereunder) and (y) cause any REMIC constituting part of the Trust Fund to fail to qualify as a REMIC under the Code or the imposition of any tax on "prohibited transactions" or "contributions" after the Startup Day under the REMIC Provisions. The provisions of this Section 3.01(b) shall apply to the exercise of such waiver, modification, postponement or indulgence rights Mortgaged Property secured by the Master Servicer in its capacity as such and shall not apply to the exercise of any similar rights by the Servicer, who shall instead by subject to the provisions of the Servicing Agreement. Such waiver, modification, postponement and indulgence rights of the Master Servicer set forth in this Section shall not be construed as a duty. (c) In the event of a Subservicer Termination TriggerAdditional Collateral, the Master Servicer shall enforce the obligation of the Servicer under the related Servicing Agreements Agreement to liquidate such Additional Collateral as required by such Servicing Agreement, and (ii) if the Master Servicer assumes the obligations of such Servicer as successor Servicer under the related Servicing Agreement pursuant to this Section 9.01, as successor Servicer, it shall be bound to service and administer the Additional Collateral in accordance with the provisions of such Servicing Agreement. (b) Upon any termination by the Master Servicer of a Servicer’s rights and powers pursuant to its Purchase and Servicing Agreement, the rights and powers of such Servicer with respect to the related Mortgage Loans shall vest in the Master Servicer and the Master Servicer shall be the successor in all respects to such Servicer in its capacity as Servicer with respect to such Mortgage Loans under the related Purchase and Servicing Agreement, unless or until the Master Servicer shall have appointed (and the Trustee shall have acknowledged), with the consent of the Rating Agencies and in accordance with the applicable provisions of the related Purchase and Servicing Agreement, a new Xxxxxx Xxx- or FHLMC-approved Person to serve as successor to the Servicer; provided, however, that it is understood and agreed by the parties hereto that there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to a successor servicer (including the Master Servicer). With such letter from the Rating Agencies, the Master Servicer may elect to continue to serve as successor servicer under the Purchase and Servicing Agreement. Upon appointment of a successor servicer, as authorized under this Section 9.01(b), unless the successor servicer shall have assumed the obligations of the terminated Servicer under such Purchase and Servicing Agreement, the Master Servicer and such successor servicer shall enter into a servicing agreement in a form substantially similar to the affected Purchase and Servicing Agreement, and the Trustee shall acknowledge such servicing agreement. In connection with any such appointment, the Master Servicer may make such arrangements for the compensation of such successor servicer as it and such successor servicer shall agree, but in no event shall such compensation of any successor servicer (including the Master Servicer) be in excess of that payable to the Servicer under the affected Purchase and Servicing Agreement. The Master Servicer shall pay the costs of such enforcement (including the termination of a Servicer, the appointment of a successor servicer or the transfer and assumption of the servicing by the Master Servicer) at its own expense and shall be reimbursed therefor initially (i) by the terminated Servicer, (ii) from a general recovery resulting from such enforcement only to the extent, if any, that such recovery exceeds all amounts due in respect of the related Mortgage Loans, (iii) from a specific recovery of costs, expenses or attorney’s fees against the party against whom such enforcement is directed, or (iv) to the extent that such amounts described in (i)-(iii) above are insufficient to reimburse the Master Servicer for such costs of enforcement, from the Trust Fund, as provided in Section 9.04. If the Master Servicer assumes the servicing with respect to any of the Mortgage Loans, it will not assume liability for the representations and warranties of any Servicer it replaces or for the errors or omissions of such Servicer. If the Seller is the owner of the servicing rights and the Seller chooses to terminate that Servicer with or without cause and sell those servicing rights to a successor servicer, then the Depositor shall (i) cause the Seller to give reasonable prior written notice to the Master Servicer, and (ii) obtain a letter from the Rating Agencies indicating that the appointment of the proposed successor servicer will not result in a downgrade or withdrawal of the rating of any of the Certificates, and a New Xxxxxx Mae- or FHLMC-approved Person reasonably acceptable to the Master Servicer shall be chosen by the Seller and appointed as successor servicer with the acknowledgment of the Master Servicer and the Trustee; provided, however, that the Seller shall not be required to get a no-downgrade letter from the Rating Agencies if: (i) the Rating Agencies received prior written notice of the transfer of the servicing rights and the name of the successor Servicer, (ii) such successor Servicer has a servicing rating in the highest category of Fitch or Xxxxx’x to the extent that Fitch or Xxxxx’x, respectively, is a Rating Agency, and such successor Servicer has a servicer evaluation ranking in one of the two highest categories of S&P to the extent that S&P is a Rating Agency, and (iii) such successor Servicer shall service the related Subservicers Mortgage Loans under either the Purchase and to engage new Subservicers at Servicing Agreement together with the direction related Assignment Agreement under which such Mortgage Loans are currently being serviced or under another Servicing Agreement together with a related Assignment Agreement that have already been reviewed and approved by the Rating Agencies. The Depositor shall cause the costs of such transfer including any costs of such transfer (including any costs of the NIMS InsurerMaster Servicer) to be borne by the Seller. At least 15 calendar days prior to the effective date of such termination, (x) the Depositor shall provide written notice to the Master Servicer and all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement servicer. (c) Upon any termination of a Servicer’s rights and powers pursuant to its Purchase and Servicing Agreement, the Master Servicer shall promptly notify the Trustee and the Rating Agencies, specifying in such notice that the Master Servicer or any successor servicer, as the case may be, has succeeded such Servicer under the related Purchase and Servicing Agreement or under any other servicing agreement reasonably satisfactory to the Master Servicer and the Rating Agencies, which notice shall also specify the name and address of any such successor servicer. (d) The Depositor shall not consent to the assignment by any Servicer of such Servicer’s rights and obligations under the related Purchase and Servicing Agreement without the prior written consent of the Master Servicer, which consent shall not be unreasonably withheld. (e) The Trustee shall execute and deliver, at the written request of the Master Servicer shall enforce or any Servicer, and furnish to the obligation Master Servicer and any Servicer, at the expense of the requesting party, a power of attorney in the standard form provided by the Trustee to take title to the Mortgaged Properties after foreclosure in the name of and on behalf of the Trustee in its capacity as Trustee hereunder and for the purposes described herein to the extent necessary or desirable to enable the Master Servicer or any Servicer to perform its respective duties. The Trustee shall not be liable for the actions of the Master Servicer or any Servicer under the Servicing Agreements to waive Prepayment Charges in accordance with the criteria therein and to pay the amount such powers of any waived Prepayment Chargesattorney.

Administration and Servicing of Mortgage Loans. (a) The Master Servicer shall supervise, monitor and oversee the obligation of the Servicer to service and administer the Mortgage Loans in accordance with the terms of the related Servicing Agreement and shall have full power and authority to do any and all things which it may deem necessary or desirable in connection with such master servicing and administration. In performing its obligations hereunder, the Master Servicer shall act in a manner consistent with Accepted Master Servicing Practices. Furthermore, the Master Servicer shall oversee and consult with the Servicer as necessary from time-to-time to carry out the Master Servicer's ’s obligations hereunder, shall receive, review and evaluate all reports, information and other data provided to the Master Servicer by the Servicer and shall cause the Servicer to perform and observe the covenants, obligations and conditions to be performed or observed by the Servicer under the applicable Servicing Agreement. The Master Servicer shall independently and separately monitor the Servicer's ’s servicing activities with respect to each related Mortgage Loan, reconcile the results of such monitoring with such information provided in the previous sentence on a monthly basis and coordinate corrective adjustments to the Servicer's ’s and Master Servicer's ’s records, and based on such reconciled and corrected information, the Master Servicer shall provide such information to the Securities Administrator as shall be necessary in order for it to prepare the statements specified in Section 4.03, and prepare any other information and statements required to be forwarded by the Master Servicer hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Servicer to the Custodial Distribution Account pursuant to the applicable Servicing Agreement. The Trustee shall furnish the Servicer and the Master Servicer with any powers a separate power of attorney in the standard form used by the Trustee to the extent necessary and other documents in form as provided to it necessary or appropriate to enable the Servicer and the Master Servicer to service and administer the related Mortgage Loans and REO Property. The Trustee shall not be liable for the actions of any Servicer or the Master Servicer under such powers of attorney. The Trustee shall provide access to the records and documentation in possession of the Trustee regarding the related Mortgage Loans and REO Property and the servicing thereof to the Certificateholders, the NIMS Insurer, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the Trustee; provided, however, that, unless otherwise required by law, the Trustee shall not be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee's ’s actual costs. The Trustee shall execute and deliver to the Servicer and the Master Servicer any court pleadings, requests for trustee's ’s sale or other documents necessary or desirable to (i) the foreclosure or trustee's ’s sale with respect to a Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note or Security Instrumentsecurity instrument; (iii) obtain a deficiency judgment against the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or Security Instrument security instrument or otherwise available at law or equity. (b) Consistent with the terms of this Agreement, the Master Servicer may waive, modify or vary any term of any Mortgage Loan or consent to the postponement of strict compliance with any such term or in any manner grant indulgence to any Mortgagor if such waiver, modification, postponement or indulgence is in conformity with the Accepted Servicing Practices; provided that, that the NIMs Insurer's prior written consent shall be required for any modification, waiver or amendment by the Master Servicer if the aggregate number of outstanding Mortgage Loans which have been modified, waived or amended exceeds 5% of the number of Mortgage Loans subject to the related Servicing Agreement, provided, however, that: (A) the Master Servicer shall not make future advances (except as provided in Section 4.03); (B) the Master Servicer shall not permit any modification with respect to any Mortgage Loan that would change the Mortgage Rate, defer or forgive the payment of any principal or interest payments, reduce the outstanding Stated Principal Balance (except for reductions resulting from actual payments of principal) or extend the final maturity date on such Mortgage Loan (unless (i) the Mortgagor is in default with respect to the Mortgage Loan or (ii) such default is, in the judgment of the Master Servicer, reasonably foreseeable); and (C) the Master Servicer shall not consent to (i) partial releases of Mortgages, (ii) alterations, (iii) removal, demolition or division of properties subject to Mortgages, (iv) modification or (v) second mortgage subordination agreements with respect to any Mortgage Loan that would: (i) affect adversely the status of any REMIC as a REMIC,(ii) cause any REMIC to be subject to a tax on "“prohibited transactions" ” or "“contributions" ” pursuant to the REMIC Provisions, or (iii) both (x) effect an exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or Treasury regulations promulgated thereunder) and (y) cause any REMIC constituting part of the Trust Fund to fail to qualify as a REMIC under the Code or the imposition of any tax on "“prohibited transactions" ” or "“contributions" ” after the Startup Day under the REMIC Provisions. The provisions of this Section 3.01(b) shall apply to the exercise of such waiver, modification, postponement or indulgence rights by the Master Servicer in its capacity as such and shall not apply to the exercise of any similar rights by the Servicer, who shall instead by subject to the provisions of the Servicing Agreement. Such waiver, modification, postponement and indulgence rights of the Master Servicer set forth in this Section shall not be construed as a duty. (c) In the event of a Subservicer Termination Trigger, the Master Servicer shall enforce the obligation of the Servicer under the Servicing Agreements to terminate the related Subservicers and to engage new Subservicers at the direction of the NIMS Insurer. (d) The Master Servicer shall enforce the obligation of the Servicer under the Servicing Agreements to waive in connection with the waiver of Prepayment Charges in accordance with the criteria therein and to pay the amount of any waived Prepayment Charges.

Administration and Servicing of Mortgage Loans. (a) The Master Servicer shall supervise, monitor and oversee the obligation of the Servicer to service and administer the Mortgage Loans in accordance with the terms of the related Servicing Agreement and shall have full power and authority to do any and all things which it may deem necessary or desirable in connection with such master servicing and administration. In performing its obligations hereunder, the Master Servicer shall act in a manner consistent with Accepted Master Servicing Practices. Furthermore, the Master Servicer shall oversee and consult with the Servicer as necessary from time-to-time to carry out the Master Servicer's ’s obligations hereunder, shall receive, review and evaluate all reports, information and other data provided to the Master Servicer by the Servicer and shall cause the Servicer to perform and observe the covenants, obligations and conditions to be performed or observed by the Servicer under the applicable Servicing Agreement. The Master Servicer shall independently and separately monitor the Servicer's ’s servicing activities with respect to each related Mortgage Loan, reconcile the results of such monitoring with such information provided in the previous sentence on a monthly basis and coordinate corrective adjustments to the Servicer's ’s and Master Servicer's ’s records, and based on such reconciled and corrected information, the Master Servicer shall provide such information to the Securities Administrator as shall be necessary in order for it to prepare the statements specified in Section 4.03, and prepare any other information and statements required to be forwarded by the Master Servicer hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Servicer to the Custodial Distribution Account pursuant to the applicable Servicing Agreement. In addition to the foregoing, in connection with a modification of any Mortgage Loan by the Servicer, if the Master Servicer is unable to enforce the obligations of the Servicer with respect to such modification, the Master Servicer shall notify the Depositor of such Servicer’s failure to comply with the terms of the Servicing Agreement or this Agreement. If the Servicing Agreement requires the approval of the Master Servicer for a modification to a Mortgage Loan, the Master Servicer shall approve such modification if, based upon its receipt of written notification from the Servicer outlining the terms of such modification and appropriate supporting documentation, the Master Servicer determines that the modification is permitted under the terms of the Servicing Agreement and that any conditions to such modification set forth in the Servicing Agreement have been satisfied. Furthermore, if the Servicing Agreement requires the oversight and monitoring of loss mitigation measures with respect to the related Mortgage Loans, the Master Servicer will monitor any loss mitigation procedure or recovery action related to a defaulted Mortgage Loan (to the extent it receives notice of such from the Servicer) and confirm that such loss mitigation procedure or recovery action is initiated, conducted and concluded in accordance with any timeframes and any other requirements set forth in the Servicing Agreement, and the Master Servicer shall notify the Depositor in any case in which the Master Servicer believes that the Servicer is not complying with such timeframes and/or other requirements. The Trustee shall furnish the Servicer and the Master Servicer with any powers a separate power of attorney in the standard form used by the Trustee in the form of Exhibit R to the extent necessary and other documents in form as provided to it necessary or appropriate to enable the Servicer and the Master Servicer to service and administer the related Mortgage Loans and REO Property. The Trustee shall not be liable for the actions of any Servicer or the Master Servicer under such powers of attorney. The Trustee shall provide access to the records and documentation in possession of the Trustee regarding the related Mortgage Loans and REO Property and the servicing thereof to the Certificateholders, the NIMS Insurer, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the Trustee; provided, however, that, unless otherwise required by law, the Trustee shall not be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee's ’s actual costs. The Trustee shall execute and deliver to the Servicer and the Master Servicer any court pleadings, requests for trustee's ’s sale or other documents necessary or desirable to (i) the foreclosure or trustee's ’s sale with respect to a Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note or Security Instrumentsecurity instrument; (iii) obtain a deficiency judgment against the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or Security Instrument security instrument or otherwise available at law or equity. (b) Consistent with the terms of this Agreement, the Master Servicer may waive, modify or vary any term of any Mortgage Loan or consent to the postponement of strict compliance with any such term or in any manner grant indulgence to any Mortgagor if such waiver, modification, postponement or indulgence is in conformity with the Accepted Servicing Practices; provided that, that the NIMs Insurer's prior written consent shall be required for any modification, waiver or amendment by the Master Servicer if the aggregate number of outstanding Mortgage Loans which have been modified, waived or amended exceeds 5% of the number of Mortgage Loans subject to the related Servicing Agreement, provided, however, that: (A) the Master Servicer shall not make future advances (except as provided in Section 4.03); (B) the Master Servicer shall not permit any modification with respect to any Mortgage Loan that would change the Mortgage Rate, defer or forgive the payment of any principal or interest payments, reduce the outstanding Stated Principal Balance (except for reductions resulting from actual payments of principal) or extend the final maturity date on such Mortgage Loan (unless (i) the Mortgagor is in default with respect to the Mortgage Loan or (ii) such default is, in the judgment of the Master Servicer, reasonably foreseeable); and (C) the Master Servicer shall not consent to (i) partial releases of Mortgages, (ii) alterations, (iii) removal, demolition or division of properties subject to Mortgages, (iv) modification or (v) second mortgage subordination agreements with respect to any Mortgage Loan that would: (i) affect adversely the status of any REMIC as a REMIC,(ii) cause any REMIC to be subject to a tax on "prohibited transactions" or "contributions" pursuant to the REMIC Provisions, or (iii) both (x) effect an exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or Treasury regulations promulgated thereunder) and (y) cause any REMIC constituting part of the Trust Fund to fail to qualify as a REMIC under the Code or the imposition of any tax on "prohibited transactions" or "contributions" after the Startup Day under the REMIC Provisions. The provisions of this Section 3.01(b) shall apply to the exercise of such waiver, modification, postponement or indulgence rights by the Master Servicer in its capacity as such and shall not apply to the exercise of any similar rights by the Servicer, who shall instead by subject to the provisions of the Servicing Agreement. Such waiver, modification, postponement and indulgence rights of the Master Servicer set forth in this Section shall not be construed as a duty. (c) In the event of a Subservicer Termination Trigger, the Master Servicer shall enforce the obligation of the Servicer under the Servicing Agreements to terminate the related Subservicers and to engage new Subservicers at the direction of the NIMS Insurer. (d) The Master Servicer shall enforce the obligation of the Servicer under the Servicing Agreements to waive Prepayment Charges in accordance with the criteria therein and to pay the amount of any waived Prepayment Charges.

Administration and Servicing of Mortgage Loans. (a) The Master Servicer shall supervise, monitor and oversee the obligation of the Servicer to service and administer the Mortgage Loans in accordance with the terms of the related Servicing Agreement and shall have full power and authority to do any and all things which it may deem necessary or desirable in connection with such master servicing and administration. In performing its obligations hereunder, the Master Servicer shall act in a manner consistent with Accepted Master Servicing Practices. Furthermore, the Master Servicer shall oversee and consult with the Servicer as necessary from time-to-time to carry out the Master Servicer's obligations hereunder, shall receive, review and evaluate all reports, information and other data provided to the Master Servicer by the Servicer and shall cause the Servicer to perform and observe the covenants, obligations and conditions to be performed or observed by the Servicer under the applicable Servicing Agreement. The Master Servicer shall independently and separately monitor the Servicer's servicing activities with respect to each related Mortgage Loan, reconcile the results of such monitoring with such information provided in the previous sentence on a monthly basis and coordinate corrective adjustments to the Servicer's and Master Servicer's records, and based on such reconciled and corrected information, the Master Servicer shall provide such information to the Securities Administrator as shall be necessary in order for it to prepare the statements specified in Section 4.03, and prepare any other information and statements required to be forwarded by the Master Servicer hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Servicer to the Custodial Account pursuant to the applicable Servicing Agreement. The Trustee shall furnish the Servicer and the Master Servicer with any powers of attorney and other documents in form as provided to it necessary or appropriate to enable the Servicer and the Master Servicer to service and administer the related Mortgage Loans and REO Property. The Trustee shall provide access to the records and documentation in possession of the Trustee regarding the related Mortgage Loans and REO Property and the servicing thereof to the Certificateholders, the NIMS Insurer, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the Trustee; provided, however, that, unless otherwise required by law, the Trustee shall not be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee's actual costs. The Trustee shall execute and deliver to the Servicer and the Master Servicer any court pleadings, requests for trustee's sale or other documents necessary or desirable to (i) the foreclosure or trustee's sale with respect to a Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note or Security Instrument; (iii) obtain a deficiency judgment against the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or Security Instrument or otherwise available at law or equity. (b) Consistent with the terms of this Agreement, the Master Servicer may waive, modify or vary any term of any Mortgage Loan or consent to the postponement of strict compliance with any such term or in any manner grant indulgence to any Mortgagor if such waiver, modification, postponement or indulgence is in conformity with the Accepted Servicing Practices; provided that, that the NIMs Insurer's prior written consent shall be required for any modification, waiver or amendment by the Master Servicer if the aggregate number of outstanding Mortgage Loans which have been modified, waived or amended exceeds 5% of the number of Mortgage Loans subject to the related Servicing Agreement, provided, however, that: (A) the Master Servicer shall not make future advances (except as provided in Section 4.03); (B) the Master Servicer shall not permit any modification with respect to any Mortgage Loan that would change the Mortgage Rate, defer or forgive the payment of any principal or interest payments, reduce the outstanding Stated Principal Balance (except for reductions resulting from actual payments of principal) or extend the final maturity date on such Mortgage Loan (unless (i) the Mortgagor is in default with respect to the Mortgage Loan or (ii) such default is, in the judgment of the Master Servicer, reasonably foreseeable); and (C) the Master Servicer shall not consent to (i) partial releases of Mortgages, (ii) alterations, (iii) removal, demolition or division of properties subject to Mortgages, (iv) modification or (v) second mortgage subordination agreements with respect to any Mortgage Loan that would: (i) affect adversely the status of any REMIC as a REMIC,(ii) cause any REMIC to be subject to a tax on "prohibited transactions" or "contributions" pursuant to the REMIC Provisions, or (iii) both (x) effect an exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or Treasury regulations promulgated thereunder) and (y) cause any REMIC constituting part of the Trust Fund to fail to qualify as a REMIC under the Code or the imposition of any tax on "prohibited transactions" or "contributions" after the Startup Day under the REMIC Provisions. The provisions of this Section 3.01(b) shall apply to the exercise of such waiver, modification, postponement or indulgence rights by the Master Servicer in its capacity as such and shall not apply to the exercise of any similar rights by the Servicer, who shall instead by subject to the provisions of the Servicing Agreement. Such waiver, modification, postponement and indulgence rights of the Master Servicer set forth in this Section shall not be construed as a duty. (c) In the event of a Subservicer Termination Trigger, the Master Servicer shall enforce the obligation of the Servicer under the Servicing Agreements to terminate the related Subservicers and to engage new Subservicers at the direction of the NIMS Insurer. (d) The Master Servicer shall enforce the obligation of the Servicer under the Servicing Agreements to waive in connection with the waiver of Prepayment Charges in accordance with the criteria therein and to pay the amount of any waived Prepayment Charges.

Administration and Servicing of Mortgage Loans. (a) The SECTION 3.01 Master Servicer shall supervise, monitor Servicing and oversee the obligation Servicing of Mortgage Loans. For and on behalf of the Servicer to Certificateholders, as independent contractors of the Trustee, (i) each Servicer, severally and not jointly, shall service and administer the related Non-Designated Mortgage Loans in accordance with the terms of this Agreement and with Accepted Servicing Practices, (ii) the Master Servicer shall, in accordance with Section 3.03 of this Agreement, master service and administer the Non-Designated Mortgage Loans (other than the WMMSC Serviced Mortgage Loans) by overseeing and enforcing the servicing of the Non-Designated Mortgage Loans by the related Servicing Servicer (other than WMMSC) according to the terms of this Agreement and (iii) the Master Servicer shall, in accordance with the Section 3.20 of this Agreement, master service and administer the Designated Mortgage Loans by overseeing and enforcing the servicing of the Designated Mortgage Loans by the related Designated Servicer according to the terms of the related Designated Servicing Agreement. The obligations of each of SPS, GreenPoint, Xxxxx Fargo and WMMSC hereunder to service and administer the Mortgage Loans shall be limited to the SPS Serviced Mortgage Loans, GreenPoint Serviced Mortgage Loans, Xxxxx Fargo Serviced Mortgage Loans and WMMSC Serviced Mortgage Loans, respectively; and with respect to the duties and obligations of each Servicer, references herein to related “Mortgage Loans” shall be limited to the SPS Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties) in the case of SPS, the GreenPoint Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties), in the case of GreenPoint, the Xxxxx Fargo Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties) in the case of Xxxxx Fargo and the WMMSC Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties) in the case of WMMSC; and in no event shall any Servicer have any responsibility or liability with respect to any of the other Mortgage Loans. The obligations of the Master Servicer to master service and administer the Mortgage Loans shall be limited to the SPS Serviced Mortgage Loans, the GreenPoint Serviced Mortgage Loans, the Xxxxx Fargo Serviced Mortgage Loans and the Designated Mortgage Loans. Notwithstanding anything to the contrary contained in this Agreement, the Master Servicer shall have no obligations to master service or administer the WMMSC Serviced Mortgage Loans. In connection with such servicing and administration of the Non-Designated Mortgage Loans, the Master Servicer and each Servicer shall have full power and authority authority, acting alone and/or, with respect to any Servicer, through Subservicers as provided in Section 3.02 hereof, to do or cause to be done any and all things which that it may deem necessary or desirable in connection with such master servicing and administration. In performing its obligations hereunder, including but not limited to, the power and authority, subject to the terms hereof (i) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds and other Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that neither the Master Servicer nor any Servicer shall act take any action that is inconsistent with or prejudices the interests of the Trust Fund or the Certificateholders in a manner consistent with Accepted Master Servicing Practices. Furthermoreany Mortgage Loan or the rights and interests of the Depositor, the Master Servicer shall oversee and consult with Trustee, the Servicer as necessary from time-to-time to carry out Trust Administrator or the Master Servicer's obligations hereunder, shall receive, review and evaluate all reports, information and other data provided to the Master Servicer by the Servicer and shall cause the Servicer to perform and observe the covenants, obligations and conditions to be performed or observed by the Servicer Certificateholders under the applicable Servicing this Agreement. The Master Servicer and each Servicer shall independently represent and separately monitor protect the Servicer's servicing activities with respect to each related interests of the Trust Fund in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan, reconcile the results of such monitoring with such information provided in the previous sentence on a monthly basis and coordinate corrective adjustments to the Servicer's and Master Servicer's records, and based on such reconciled and corrected information, the Master Servicer shall provide such information to the Securities Administrator as shall be necessary in order for it to prepare the statements specified in Section 4.03, and prepare any other information and statements required to be forwarded by the Master Servicer hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Servicer to the Custodial Account pursuant to the applicable Servicing Agreement. The Trustee shall furnish the Servicer and the Master Servicer with any powers of attorney and other documents in form as provided to it necessary or appropriate to enable the Servicer and the Master Servicer to service and administer the related Mortgage Loans and REO Property. The Trustee shall provide access to the records and documentation in possession of the Trustee regarding the related Mortgage Loans and REO Property and the servicing thereof to the Certificateholders, the NIMS Insurer, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the Trustee; provided, however, that, unless otherwise required by law, the Trustee shall not be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee's actual costs. The Trustee shall execute and deliver to the Servicer and the Master Servicer any court pleadings, requests for trustee's sale make or other documents necessary or desirable to (i) the foreclosure or trustee's sale with respect to a Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note or Security Instrument; (iii) obtain a deficiency judgment against the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or Security Instrument or otherwise available at law or equity. (b) Consistent with the terms of this Agreement, the Master Servicer may waive, modify or vary any term of any Mortgage Loan or consent to the postponement of strict compliance with any such term or in any manner grant indulgence to any Mortgagor if such waiver, modification, postponement or indulgence is in conformity with the Accepted Servicing Practices; provided that, that the NIMs Insurer's prior written consent shall be required for permit any modification, waiver or amendment by the Master Servicer if the aggregate number of outstanding Mortgage Loans which have been modified, waived or amended exceeds 5% of the number of Mortgage Loans subject to the related Servicing Agreement, provided, however, that: (A) the Master Servicer shall not make future advances (except as provided in Section 4.03); (B) the Master Servicer shall not permit any modification with respect to any Mortgage Loan that which would change the Mortgage Rate, defer or forgive the payment of any principal or interest payments, reduce the outstanding Stated Principal Balance (except for reductions resulting from actual payments of principal) or extend the final maturity date on such Mortgage Loan (unless (i) the Mortgagor is in default with respect to the Mortgage Loan or (ii) such default is, in the judgment of the Master Servicer, reasonably foreseeable); and (C) the Master Servicer shall not consent to (i) partial releases of Mortgages, (ii) alterations, (iii) removal, demolition or division of properties subject to Mortgages, (iv) modification or (v) second mortgage subordination agreements with respect to any Mortgage Loan that would: (i) affect adversely the status of any REMIC as a REMIC,(ii) cause any REMIC to be subject to a tax on "prohibited transactions" or "contributions" pursuant to the REMIC Provisions, or (iii) both (x) effect an exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or Treasury regulations promulgated thereunder) and (y) cause any REMIC constituting part of the Trust Fund created hereunder to fail to qualify as a REMIC under the Code or result in the imposition of any tax on "prohibited transactions" under Section 860F(a) or "contributions" after Section 860G(d) of the Startup Day under Code. Without limiting the REMIC Provisions. The provisions generality of this Section 3.01(b) shall apply to the exercise of such waiverforegoing, modification, postponement or indulgence rights by the Master Servicer and each Servicer, in its capacity own name or in the name of the Depositor and the Trustee, is hereby authorized and empowered by the Depositor, the Trustee and the Trust Administrator, when the Master Servicer or such Servicer believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Trust Administrator, the Depositor, the Certificateholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to the Mortgage Loans, and with respect to the Mortgaged Properties held for the benefit of the Certificateholders. The Master Servicer and each Servicer shall prepare and deliver to the Depositor and/or the Trustee and/or the Trust Administrator such documents requiring execution and delivery by either or both of them as are necessary or appropriate to enable the Master Servicer or such Servicer to master servicer and administer or service and administer the Mortgage Loans, as applicable, to the extent that the Master Servicer or such Servicer is not permitted to execute and deliver such documents pursuant to the preceding sentence. Upon receipt of such documents, the Depositor and/or the Trustee or the Trust Administrator shall execute such documents and deliver them to the Master Servicer or such Servicer, as applicable. In accordance with the standards of the preceding paragraph and unless determined in good faith to be a Nonrecoverable Advance, each Servicer shall advance or cause to be advanced funds, as necessary for the purpose of effecting the payment of taxes and assessments on the Mortgaged Properties related to Non-Designated Mortgage Loans, which advances constitute Servicing Advances and shall not apply be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.06, and further as provided in Section 3.08. In no event will any Servicer be required to make any Servicing Advance that would constitute a Nonrecoverable Advance. The costs incurred by a Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties related to Non-Designated Mortgage Loans and related insurance premiums shall not, for the purpose of calculating monthly distributions to the exercise Certificateholders, be added to the Stated Principal Balances of the related Non-Designated Mortgage Loans, notwithstanding that the terms of such Non-Designated Mortgage Loans so permit. Each Servicer hereby acknowledges that, to the extent such Servicer has previously serviced some or all of the Non-Designated Mortgage Loans pursuant to another servicing agreement, the provisions contained in this Agreement shall supersede the provisions contained in such other servicing agreement from and after the Closing Date, except that such other servicing agreement shall survive and govern with respect to excess servicing fees and termination without cause. In addition, the Master Servicer hereby acknowledges that, to the extent the Master Servicer or any Designated Servicer has previously serviced some or all of the Designated Mortgage Loans pursuant to another servicing agreement, the provisions contained in the related Designated Servicing Agreement shall supersede the provisions contained in such other servicing agreement from and after the Closing Date. Notwithstanding anything in this Agreement to the contrary, (i) the purchase of any similar WMMSC Serviced Mortgage Loan by any Person shall be subject to the rights of WMMSC to continue servicing such WMMSC Serviced Mortgage Loan for the same Servicing Fee substantially in accordance with the terms of this Agreement and (ii) the purchase of any Xxxxx Fargo Serviced CORE Mortgage Loan by any Person shall be subject to the rights of Xxxxx Fargo to continue servicing such Xxxxx Fargo Serviced CORE Mortgage Loan for the same Servicing Fee substantially in accordance with the terms of this Agreement. The related Servicer, who shall instead by subject other than WMMSC, will fully furnish, in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company, on a monthly basis. With respect to each WMMSC Serviced Mortgage Loan, WMMSC will furnish information regarding its borrower credit files to credit reporting agencies in compliance with the provisions of the Servicing AgreementFair Credit Reporting Act and its implementing regulations applicable to WMMSC. Such waiverEach Servicer is authorized and empowered, modification, postponement and indulgence rights on behalf of the Master Certificateholders and the Trustee, in its own name or in the name of any Subservicer, when a Servicer set forth or any Subservicer, as the case may be, believes it appropriate in this Section shall not be construed as a duty. (c) In its best judgment to register any related Mortgage Loan on the event MERS® System, or cause the removal from the registration of such Mortgage Loan on the MERS® System, to execute and deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Subservicer Termination TriggerMortgage in the name of MERS, solely as nominee for the Master Servicer shall enforce the obligation of the Servicer under the Servicing Agreements to terminate the related Subservicers Trustee and to engage new Subservicers at the direction of the NIMS Insurerits successors and assigns. (d) The Master Servicer shall enforce the obligation of the Servicer under the Servicing Agreements to waive Prepayment Charges in accordance with the criteria therein and to pay the amount of any waived Prepayment Charges.

Administration and Servicing of Mortgage Loans. Section 3.01 Master Servicer to Act as Servicer. (See Section 3.01 of the Standard Terms) Section 3.02 Subservicing Agreements Between Master Servicer and Subservicers; Enforcement of Subservicers' and Sellers' Obligations. (a) The Master Servicer shall supervisemay continue in effect Subservicing Agreements entered into by Residential Funding and Subservicers prior to the execution and delivery of this Agreement, monitor and oversee may enter into new Subservicing Agreements with Subservicers, for the obligation servicing and administration of all or some of the Servicer Mortgage Loans. Each Subservicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans, and in either case shall be authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated, if and administer to the extent required by applicable law to enable the Subservicer to perform its obligations hereunder and under the Subservicing Agreement, and in either case shall be a Freddie Mac, Fannie Mae or HUD appxxxxx xortgagx xxxvxxxr. In addition, any Subservicer of a Mortgage Loans Loan insured by the FHA must be an FHA-approved servicer, and any Subservicer of a Mortgage Loan guaranteed by the VA must be a VA-approved servicer. Each Subservicer of a Mortgage Loan shall be entitled to receive and retain, as provided in accordance with the terms of the related Servicing Subservicing Agreement and shall have full power and authority in Section 3.07, the related Subservicing Fee from payments of interest received on such Mortgage Loan after payment of all amounts required to do be remitted to the Master Servicer in respect of such Mortgage Loan. For any and all things which it may deem necessary or desirable in connection with such master servicing and administration. In performing its obligations hereunderMortgage Loan that is a Nonsubserviced Mortgage Loan, the Master Servicer shall act be entitled to receive and retain an amount equal to the Subservicing Fee from payments of interest. Unless the context otherwise requires, references in a manner consistent with Accepted Master Servicing Practices. Furthermore, this Agreement to actions taken or to be taken by the Master Servicer shall oversee and consult with in servicing the Servicer as necessary from time-to-time Mortgage Loans include actions taken or to carry out be taken by a Subservicer on behalf of the Master Servicer's obligations hereunder. Each Subservicing Agreement will be upon such terms and conditions as are generally required by, shall receive, review permitted by or consistent with the Program Guide and evaluate all reports, information are not inconsistent with this Agreement and other data provided to as the Master Servicer by and the Subservicer have agreed; provided that, the Subservicing Agreement between the Master Servicer and shall cause the Servicer to perform and observe the covenantsWells Fargo, obligations if any, will be upon xxxx terms and conditions as are consistent with this Agreement and as the Master Servicer and the Subservicer have agreed, which may not be consistent with the Program Guide. With the approval of the Master Servicer, a Subservicer may delegate its servicing obligations to be performed or observed by the Servicer third-party servicers, but such Subservicer will remain obligated under the applicable Servicing related Subservicing Agreement. The Master Servicer shall independently and separately monitor a Subservicer may enter into amendments thereto or a different form of Subservicing Agreement, and the Servicer's servicing activities with respect form referred to each related Mortgage Loan, reconcile the results of such monitoring with such information provided or included in the previous sentence on a monthly basis and coordinate corrective adjustments to the Servicer's and Master Servicer's records, and based on such reconciled and corrected information, the Master Servicer shall provide such information to the Securities Administrator as shall be necessary in order Program Guide is merely provided for it to prepare the statements specified in Section 4.03, and prepare any other information and statements required shall not be deemed to be forwarded by limit in any respect the Master Servicer hereunder. The Master Servicer shall reconcile the results discretion of its Mortgage Loan monitoring with the actual remittances of the Servicer to the Custodial Account pursuant to the applicable Servicing Agreement. The Trustee shall furnish the Servicer and the Master Servicer with any powers of attorney and other documents in form as provided to it necessary or appropriate to enable the Servicer and the Master Servicer to service and administer the related Mortgage Loans and REO Property. The Trustee shall provide access to the records and documentation in possession of the Trustee regarding the related Mortgage Loans and REO Property and the servicing thereof to the Certificateholders, the NIMS Insurer, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the Trusteemodify or enter into different Subservicing Agreements; provided, however, that, unless otherwise required by law, the Trustee that any such amendments or different forms shall be consistent with and not be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy provisions of any Mortgagoreither this Agreement or the Program Guide in a manner which would materially and adversely affect the interests of the Certificateholders. The Trustee shall allow representatives of the above entities to photocopy Program Guide and any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee's actual costs. The Trustee shall execute and deliver to the Servicer and other Subservicing Agreement entered into between the Master Servicer and any court pleadings, requests for trustee's sale or other documents necessary or desirable Subservicer shall require the Subservicer to (i) accurately and fully report its borrower credit files to each of the foreclosure or trustee's sale with respect to Credit Repositories in a Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note or Security Instrument; (iii) obtain a deficiency judgment against the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or Security Instrument or otherwise available at law or equitytimely manner. (b) Consistent with the terms of this Agreement, the Master Servicer may waive, modify or vary any term of any Mortgage Loan or consent to the postponement of strict compliance with any such term or in any manner grant indulgence to any Mortgagor if such waiver, modification, postponement or indulgence is in conformity with the Accepted Servicing Practices; provided that, that the NIMs Insurer's prior written consent shall be required for any modification, waiver or amendment by the Master Servicer if the aggregate number of outstanding Mortgage Loans which have been modified, waived or amended exceeds 5% (See Section 3.02(b) of the number of Mortgage Loans subject to the related Servicing Agreement, provided, however, that: (A) the Master Servicer shall not make future advances (except as provided in Section 4.03Standard Terms); (B) the Master Servicer shall not permit any modification with respect to any Mortgage Loan that would change the Mortgage Rate, defer or forgive the payment of any principal or interest payments, reduce the outstanding Stated Principal Balance (except for reductions resulting from actual payments of principal) or extend the final maturity date on such Mortgage Loan (unless (i) the Mortgagor is in default with respect to the Mortgage Loan or (ii) such default is, in the judgment of the Master Servicer, reasonably foreseeable); and (C) the Master Servicer shall not consent to (i) partial releases of Mortgages, (ii) alterations, (iii) removal, demolition or division of properties subject to Mortgages, (iv) modification or (v) second mortgage subordination agreements with respect to any Mortgage Loan that would: (i) affect adversely the status of any REMIC as a REMIC,(ii) cause any REMIC to be subject to a tax on "prohibited transactions" or "contributions" pursuant to the REMIC Provisions, or (iii) both (x) effect an exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or Treasury regulations promulgated thereunder) and (y) cause any REMIC constituting part of the Trust Fund to fail to qualify as a REMIC under the Code or the imposition of any tax on "prohibited transactions" or "contributions" after the Startup Day under the REMIC Provisions. The provisions of this Section 3.01(b) shall apply to the exercise of such waiver, modification, postponement or indulgence rights by the Master Servicer in its capacity as such and shall not apply to the exercise of any similar rights by the Servicer, who shall instead by subject to the provisions of the Servicing Agreement. Such waiver, modification, postponement and indulgence rights of the Master Servicer set forth in this Section shall not be construed as a duty. (c) In the event of a Subservicer Termination Trigger, the Master Servicer shall enforce the obligation of the Servicer under the Servicing Agreements to terminate the related Subservicers and to engage new Subservicers at the direction of the NIMS Insurer. (d) The Master Servicer shall enforce the obligation of the Servicer under the Servicing Agreements to waive Prepayment Charges in accordance with the criteria therein and to pay the amount of any waived Prepayment Charges.

Administration and Servicing of Mortgage Loans. (a) 2.1. The Master Servicer shall supervise, monitor and oversee the obligation of the Servicer to Act as the Servicer. The Servicer, as an independent contractor, shall service and administer the Mortgage Loans on an actual/actual basis in accordance with this Agreement and Applicable Requirements, and shall have full power and authority, acting alone or through the delegation of duties to third party servicing providers, to do any and all things in connection with such servicing and administration which the Servicer may deem necessary or desirable, consistent with the terms of this Agreement. Notwithstanding anything set forth to the contrary in this Agreement, the applicable Owner owns and retains 100% of the Servicing Rights related to each Mortgage Loan and the Servicer does not own the Servicing Rights relating to any Mortgage Loan. The Servicer shall monitor and comply with all Applicable Laws, rules and/or regulations affecting the servicing of the Mortgage Loans, including but not limited to any foreclosure restrictions and changes in such laws, rules and/or regulations. Servicer shall be responsible for any and all acts of any third party service provider it uses according to the terms of this Agreement and Servicer’s utilization of such third party service provider shall in no way relieve the liability of Servicer, if any, under this Agreement. Notwithstanding the provisions of any agreement between Servicer and such third party service provider or subservicer, any of the provisions of this Agreement relating to agreements or arrangements between the Servicer or a third party servicer provider or subservicer or reference to actions taken through Servicer or otherwise, the Servicer shall remain obligated and liable to the Owners and their respective successors and assigns for the servicing and administration of the Mortgage Loans in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such agreements or arrangements with the third party service provider or subservicer or by virtue of indemnification from the Servicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans. In the event that the Servicer’s responsibilities and duties under this Agreement are terminated pursuant to Article X, and if requested to do so by an Owner the Servicer shall at its own cost and expense terminate the rights and responsibilities of each subservicer effective as of the related Servicing Agreement and shall have full power and authority to do any and all things which it may deem necessary or desirable in connection with such master servicing and administrationdate of termination of the Servicer. In performing its obligations hereunder, the Master The Servicer shall act pay all fees, expenses or penalties necessary in order to terminate the rights and responsibilities of each subservicer from the Servicer’s own funds without reimbursement from any Owner. Any subservicing agreement and any other transactions or services relating to the Mortgage Loans involving a manner consistent with Accepted Master Servicing Practices. Furthermore, the Master Servicer subservicer shall oversee be deemed to be between such subservicer and consult with the Servicer as necessary from time-to-time alone, and the Owners shall not have any obligations, duties or liabilities with respect to carry out the Master Servicer's obligations hereundersuch subservicer, shall receiveincluding any duty obligation, review duty or liability to pay such subservicer’s fees and evaluate all reports, information and other data provided to the Master Servicer expenses. For purposes of distributions by the Servicer and shall cause pursuant to this Agreement, the Servicer shall be deemed to perform have received a payment on a Mortgage Loan when a subservicer has received such payment. From and observe after the covenantsEffective Date, obligations and conditions to be performed or observed by the Servicer shall assume responsibility under the applicable Servicing Agreement. The Master Servicer shall independently and separately monitor the Servicer's servicing activities with respect to each related Mortgage Loan, reconcile the results of such monitoring with such information provided in the previous sentence on a monthly basis and coordinate corrective adjustments to the Servicer's and Master Servicer's records, and based on such reconciled and corrected information, the Master Servicer shall provide such information to the Securities Administrator as shall be necessary in order for it to prepare the statements specified in Section 4.03, and prepare any other information and statements required to be forwarded by the Master Servicer hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Servicer to the Custodial Account pursuant to the applicable Servicing Agreement. The Trustee shall furnish the Servicer and the Master Servicer with any powers of attorney and other documents in form as provided to it necessary or appropriate to enable the Servicer and the Master Servicer this Agreement to service and administer the related Mortgage Loans and REO PropertyLoans. The Trustee shall Owners agree to cause the Custodian to provide access to the records and documentation in possession Servicer, within five (5) Business Days after the Servicer’s request, copies of the Trustee regarding Mortgage Note, the Mortgage or any other documents the related Mortgage Loans and REO Property and Owner has in its possession or which are held by the servicing thereof to the Certificateholders, the NIMS Insurer, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the Trustee; provided, however, that, unless otherwise required by law, the Trustee shall not be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee's actual costs. The Trustee shall execute and deliver to the Servicer and the Master Servicer any court pleadings, requests for trustee's sale or other documents necessary or desirable to (i) the foreclosure or trustee's sale Custodian with respect to a Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor on Mortgage Loan that the Servicer deems reasonably necessary in connection with its performance of the servicing of said Mortgage Note or Security Instrument; (iii) obtain a deficiency judgment against the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or Security Instrument or otherwise available at law or equity. (b) Loan. Consistent with the terms of this AgreementAgreement and Applicable Requirements, the Master Servicer may waive, modify or vary any term of any Mortgage Loan or consent to the postponement of strict compliance with any such term or in any manner grant indulgence to any Mortgagor if in the Servicer’s reasonable and prudent determination such waiver, modification, postponement or indulgence is in conformity with the Accepted Servicing Practices; provided that, that the NIMs Insurer's prior written consent shall be required for any modification, waiver or amendment by the Master Servicer if the aggregate number of outstanding Mortgage Loans which have been modified, waived or amended exceeds 5% of the number of Mortgage Loans subject not materially adverse to the related Servicing Agreement, Owner; provided, however, that: (A) the Master Servicer shall not make any future advances with respect to a Mortgage Loan. Notwithstanding the foregoing, and notwithstanding (except as provided in Section 4.03); i) if the Mortgage Loan is delinquent or (Bii) if the Master Mortgage Loan becoming delinquent is reasonably foreseeable, the Servicer shall not accept short sales or partial payments in full satisfaction of any payment obligation, grant forbearances or permit any modification with respect to any Mortgage Loan that would change the Mortgage Interest Rate, defer or forgive the payment of any principal or interest paymentsinterest, reduce or increase the outstanding Stated Principal Balance principal balance (except for reductions resulting from actual payments of principal) ), capitalize arrearages or extend change the final maturity date on such Loan, unless the Servicer has obtained the prior written consent of the related Owner or such modification is in accordance with the Approval Matrix. In the event of any such modification for which Servicer did not obtain the prior written approval of the related Owner and which permits the deferral of interest or principal or forgives principal on any Mortgage Loan, Servicer shall, on the Business Day immediately preceding the Remittance Date in any month in which any such principal or interest payment has been deferred or forgiven, deposit in the Custodial Account from its own funds, in accordance with Section 2.4, the difference between (a) such month’s principal and one month’s interest at the Mortgage Interest Rate on the outstanding principal balance of such Mortgage Loan and (unless (ib) the Mortgagor amount paid by the Mortgagor. Without limiting the generality of the foregoing, the Servicer shall continue, and is in default hereby authorized and empowered, to execute and deliver on behalf of itself and the related Owner, all instruments of satisfaction or cancellation, or of partial or full release, discharge and all other comparable instruments, with respect to the Mortgage Loan or (ii) such default is, in the judgment of the Master Servicer, reasonably foreseeable); and (C) the Master Servicer shall not consent to (i) partial releases of Mortgages, (ii) alterations, (iii) removal, demolition or division of properties subject to Mortgages, (iv) modification or (v) second mortgage subordination agreements Loans and with respect to any Mortgage Loan that would: (i) affect adversely the status of any REMIC as a REMIC,(ii) cause any REMIC to be subject to a tax on "prohibited transactions" or "contributions" pursuant to the REMIC Provisions, or (iii) both (x) effect an exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or Treasury regulations promulgated thereunder) and (y) cause any REMIC constituting part of the Trust Fund to fail to qualify as a REMIC under the Code or the imposition of any tax on "prohibited transactions" or "contributions" after the Startup Day under the REMIC ProvisionsMortgaged Properties. The provisions of this Section 3.01(b) shall apply to the exercise of such waiver, modification, postponement or indulgence rights by the Master Servicer in its capacity as such and shall not apply to the exercise of any similar rights If reasonably required by the Servicer, who the related Owner shall instead by subject furnish the Servicer with any powers of attorney in the form of Exhibit F and other documents necessary or appropriate to enable the provisions of Servicer to carry out its servicing and administrative duties under this Agreement and the Servicing Agreement. Such waiver, modification, postponement and indulgence rights of the Master Servicer set forth in this Section shall not be construed as a duty. (c) In the event of a Subservicer Termination Trigger, the Master Servicer shall enforce the obligation indemnify and hold each Owner harmless for any costs, liabilities or expenses incurred by any Owner in connection with any misuse of such power of attorney by the Servicer under the Servicing Agreements to terminate the related Subservicers and to engage new Subservicers at the direction of the NIMS Insurer. (d) The Master Servicer shall enforce the obligation of or its agents. Although the Servicer under the Servicing Agreements has recommended that Owner consent to and waive Prepayment Charges any further restrictions that may prevent or inhibit Servicer modifying any eligible Mortgage Loan or providing any other foreclosure prevention service in accordance with HAMP, notwithstanding anything in this Agreement to contrary, the criteria therein Owners hereby withholds such consent to the Servicer having the authority, for any eligible Mortgage Loan, except those Mortgage Loans identified on the Mortgage Loan Schedule as HAMP Mortgage Loans, to modify such Mortgage Loan, or provide any other foreclosure prevention services, in accordance with HAMP guidelines and to pay the amount of any waived Prepayment Chargesprocedures in place at such time.

Administration and Servicing of Mortgage Loans. (a) Section 3.01. The Company to Act as Master Servicer Servicer. The Company shall supervise, monitor and oversee the obligation of the act as Master Servicer to service and administer the Mortgage Loans on behalf of the Trustee and for the benefit of the Certificateholders in accordance with the terms of hereof and in the related Servicing Agreement same manner in which, and with the same care, skill, prudence and diligence with which, it services and administers similar mortgage loans for other portfolios, and shall have full power and authority to do or cause to be done any and all things in connection with such servicing and administration which it may deem necessary or desirable desirable, including, without limitation, the power and authority to bring actions and defend the Trust Fund on behalf of the Trustee in order to enforce the terms of the Mortgage Notes. The Master Servicer may perform its master servicing responsibilities through agents or independent contractors, but shall not thereby be released from any of its responsibilities hereunder and the Master Servicer shall diligently pursue all of its rights against such agents or independent contractors. The Master Servicer shall make reasonable efforts to collect or cause to be collected all payments called for under the terms and provisions of the Mortgage Loans and shall, to the extent such procedures shall be consistent with this Agreement and the terms and provisions of any Primary Insurance Policy, any FHA insurance policy or VA guaranty, any hazard insurance policy, and federal flood insurance, cause to be followed such collection procedures as are followed with respect to mortgage loans comparable to the Mortgage Loans and held in portfolios of responsible mortgage lenders in the local areas where each Mortgaged Property is located. The Master Servicer shall enforce "due-on- sale" clauses with respect to the related Mortgage Loans, to the extent permitted by law, subject to the provisions set forth in Section 3.08. Consistent with the foregoing, the Master Servicer may in its discretion (i) waive or cause to be waived any assumption fee or late payment charge in connection with the prepayment of any Mortgage Loan and (ii) only upon determining that the coverage of any applicable insurance policy or guaranty related to a Mortgage Loan will not be materially adversely affected, arrange a schedule, running for no more than 180 days after the first delinquent Due Date, for payment of any delinquent installment on any Mortgage Note or for the liquidation of delinquent items. The Master Servicer shall have the right, but not the obligation, to purchase or repurchase any related delinquent Mortgage Loan delinquent 90 consecutive days or more for an amount equal to its Purchase Price; provided, however, that the aggregate Purchase Price of Mortgage Loans so purchased or repurchased shall not exceed one-half of one percent (0.50%) of the aggregate Principal Balance, as of the Cut- Off Date, of all Mortgage Loans. The Master Servicer shall also have the right, but not the obligation, to direct the Trustee to sell, transfer and assign any Mortgage Loan that has been delinquent for 90 consecutive days or more to a third party designated by the Master Servicer as agent for such master servicing and administration. In performing its obligations hereunderthird party, upon receipt by the Trustee of written notification signed by a Servicing Officer of the deposit in the Certificate Account of the Purchase Price for such delinquent Mortgage Loan by the Master Servicer on behalf of such third party or by such third party; provided, however, that if the Purchase Price is deposited in the Certificate Account by the Master Servicer on behalf of such third party, the Master Servicer shall act be entitled to retain from the Purchase Price the amount of any unreimbursed advances made by the Master Servicer with respect to such Mortgage Loan, and if the Purchase Price is deposited in a manner consistent with Accepted Master Servicing Practices. Furthermorethe Certificate Account directly by such third party, the Master Servicer shall oversee and consult with the Servicer as necessary from time-to-time be entitled to carry out the Master Servicer's obligations hereunderreimburse itself for such unreimbursed advances pursuant to Section 3.05(a)(iv). For purposes of this paragraph, shall receive, review and evaluate all reports, information and other data provided to the Master Servicer a Mortgage Loan is considered delinquent for 90 consecutive days if a Monthly Payment is not received by the Servicer and shall cause the Servicer to perform and observe the covenants, obligations and conditions to be performed or observed by the Servicer under the applicable Servicing Agreement. The Master Servicer shall independently and separately monitor the Servicer's servicing activities with respect to each related Mortgage Loan, reconcile the results of such monitoring with such information provided in the previous sentence on a monthly basis and coordinate corrective adjustments to the Servicer's and Master Servicer's records, and based on such reconciled and corrected information, the Master Servicer shall provide such information to the Securities Administrator as shall be necessary in order for it to prepare the statements specified in Section 4.03, and prepare any other information and statements required to be forwarded by the Master Servicer hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances first day of the Servicer to third month following the Custodial Account pursuant to the applicable Servicing Agreementmonth during which such payment was due. The Trustee shall furnish the Servicer and the Master Servicer with any powers of attorney and other documents in form as provided to it necessary or appropriate to enable the Servicer and the Master Servicer to service and administer the related Mortgage Loans and REO Property. The Trustee shall provide access to the records and documentation in possession of the Trustee regarding the related Mortgage Loans and REO Property and the servicing thereof to the Certificateholders, the NIMS Insurer, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the Trustee; provided, however, that, unless otherwise required by law, the Trustee shall not be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee's actual costs. The Trustee shall execute and deliver to the Servicer and the Master Servicer any court pleadings, requests for trustee's sale or other documents necessary or desirable to (i) the foreclosure or trustee's sale with respect to a Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note or Security Instrument; (iii) obtain a deficiency judgment against the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or Security Instrument or otherwise available at law or equity. (b) Consistent with the terms of this AgreementSection 3.01, the Master Servicer may waive, modify or vary any term of any Mortgage Loan or consent to the postponement of strict compliance with any such term or in any manner grant indulgence to any Mortgagor if it has determined, exercising its good faith business judgment in the same manner as it would if it were the owner of the related Mortgage Loan, that the security for, and the timely and full collectability of, such Mortgage Loan would not be adversely affected by such waiver, modification, postponement or indulgence is in conformity with the Accepted Servicing Practicesindulgence; provided that, that the NIMs Insurer's prior written consent shall be required for any modification, waiver or amendment by the Master Servicer if the aggregate number of outstanding Mortgage Loans which have been modified, waived or amended exceeds 5% of the number of Mortgage Loans subject to the related Servicing Agreement, provided, however, that: that (A) unless the Mortgagor is in default with respect to the Mortgage Loan or in the reasonable judgment of the Master Servicer shall not make future advances (except as provided in Section 4.03); (Bsuch default is imminent) the Master Servicer shall not permit any modification with respect to any Mortgage Loan that would (i) change the applicable Mortgage Interest Rate, defer or forgive the payment of any principal or interest paymentsinterest, reduce the outstanding Stated Principal Balance principal balance (except for reductions resulting from actual payments of principal) or extend the final maturity date on such Mortgage Loan (unless (i) the Mortgagor is in default with respect to the such Mortgage Loan Loan, or (ii) such default isbe inconsistent with the terms of any applicable Primary Insurance Policy, in FHA insurance policy, VA guaranty, hazard insurance policy or federal flood insurance policy. Notwithstanding the judgment of the Master Servicerforegoing, reasonably foreseeable); and (C) the Master Servicer shall not consent to (i) partial releases of Mortgages, (ii) alterations, (iii) removal, demolition or division of properties subject to Mortgages, (iv) permit any modification or (v) second mortgage subordination agreements with respect to any Mortgage Loan that would: (i) affect adversely the status of any REMIC as would both constitute a REMIC,(ii) cause any REMIC to be subject to a tax on "prohibited transactions" sale or "contributions" pursuant to the REMIC Provisions, or (iii) both (x) effect an exchange or reissuance of such Mortgage Loan under within the meaning of Section 1001 of the Code (including any proposed, temporary or Treasury final regulations promulgated thereunder) (other than in connection with a proposed conveyance or assumption of such Mortgage Loan that is treated as a Principal Prepayment or in a default situation) and (y) cause any REMIC constituting part to fail to qualify as such under the Code. The Master Servicer is hereby authorized and empowered by the Trustee to execute and deliver or cause to be executed and delivered on behalf of the Trust Fund Holders of the REMIC I Regular Interests and the Class R-1 Certificateholders, and the Trustee or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release, discharge or modification, assignments of Mortgages and endorsements of Mortgage Notes in connection with refinancings (in jurisdictions where such assignments are the customary and usual standard of practice of mortgage lenders) and all other comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Properties. The Trustee shall execute and furnish to the Master Servicer, at the Master Servicer's direction, any powers of attorney and other documents prepared by the Master Servicer and determined by the Master Servicer to be necessary or appropriate to enable the Master Servicer to carry out its supervisory, servicing and administrative duties under this Agreement. The Master Servicer and each Servicer shall obtain (to the extent generally commercially available from time to time) and maintain fidelity bond and errors and omissions coverage acceptable to Xxxxxx Xxx or Xxxxxxx Mac with respect to their obligations under this Agreement and the applicable Selling and Servicing Contract, respectively. The Master Servicer or each Servicer, as applicable, shall establish escrow accounts for, or pay when due (by means of an advance), any tax liens in connection with the Mortgaged Properties that are not paid by the Mortgagors when due to the extent that any such payment would not constitute a Nonrecoverable Advance when made. Notwithstanding the foregoing, the Master Servicer shall not permit any modification with respect to any Mortgage Loan that would both constitute a sale or exchange of such Mortgage Loan within the meaning of Section 1001 of the Code (including any proposed, temporary or final regulations promulgated thereunder) (other than in connection with a proposed conveyance or assumption of such Mortgage Loan that is treated as a Principal Prepayment or in a default situation) and cause any of the REMICs to fail to qualify as such under the Code. The Master Servicer shall be entitled to approve a request from a Mortgagor for a partial release of the related Mortgaged Property, the granting of an easement thereon in favor of another Person, any alteration or demolition of the related Mortgaged Property or other similar matters if it has determined, exercising its good faith business judgment in the same manner as it would if it were the owner of the related Mortgage Loan, that the security for, and the timely and full collectability of, such Mortgage Loan would not be adversely affected thereby and that the applicable trust fund would not fail to continue to qualify as a REMIC under the Code or the imposition of any as a result thereof and that no tax on "prohibited transactions" or "contributions" after the Startup Day under startup day would be imposed on either REMIC as a result thereof. In connection with the REMIC Provisions. The provisions servicing and administering of this Section 3.01(b) shall apply to the exercise of such waivereach Mortgage Loan, modification, postponement or indulgence rights by the Master Servicer in its capacity as such and shall not apply to the exercise of any similar rights by the Servicer, who shall instead by subject to the provisions of the Servicing Agreement. Such waiver, modification, postponement and indulgence rights affiliate of the Master Servicer set forth (i) may perform services such as appraisals, default management and brokerage services that are not customarily provided by servicers of mortgage loans, and shall be entitled to reasonable compensation therefor and (ii) may, at its own discretion and on behalf of the Trustee, obtain credit information in this Section shall not be construed as a duty. (c) In the event form of a Subservicer Termination Trigger, the Master Servicer shall enforce the obligation of the Servicer under the Servicing Agreements to terminate the related Subservicers and to engage new Subservicers at the direction of the NIMS Insurer"credit score" from a credit repository. (d) The Master Servicer shall enforce the obligation of the Servicer under the Servicing Agreements to waive Prepayment Charges in accordance with the criteria therein and to pay the amount of any waived Prepayment Charges.

Administration and Servicing of Mortgage Loans. BY THE MASTER SERVICER Section 9.01 Duties of the Master Servicer; Enforcement of Servicer's and Master Servicer's Obligations. (a) The Master Servicer shall superviseServicer, on behalf of the Trustee, the Depositor and the Certificateholders shall, from and after the Closing Date, monitor and oversee the obligation performance of the Servicer Servicers under the Servicing Agreements, and shall use its reasonable good faith efforts to service cause the Servicers duly and administer punctually to perform all of their duties and obligations thereunder. Upon the Mortgage Loans in accordance with the terms occurrence of a default of which an Authorized Officer of the related Master Servicer has actual knowledge under a Servicing Agreement and shall have full power and authority to do any and all things which it may deem necessary or desirable in connection with such master servicing and administration. In performing its obligations hereunderAgreement, the Master Servicer shall act promptly notify the Trustee thereof, and shall specify in a manner consistent such notice the action, if any, the Master Servicer is taking in respect of such default. So long as any such default shall be continuing, the Master Servicer may, and shall if it determines such action to be in the best interests of Certificateholders, (i) terminate all of the rights and powers of such Servicer pursuant to the applicable provisions of the Servicing Agreement; (ii) exercise any rights it may have to enforce the Servicing Agreement against such Servicer; and/or (iii) waive any such default under the Servicing Agreement or take any other action with Accepted Master respect to such default as is permitted thereunder. In addition, under the Servicing Practices. FurthermoreAgreements, the Master Servicer shall be obligated to perform (as agent on behalf of the Depositor) with respect to the Mortgage Loans, certain of the Depositor’s default administration obligations hereunder and under the Servicing Agreements. Notwithstanding any provision of this Agreement or any Servicing Agreement to the contrary, the Master Servicer shall have no duty or obligation to supervise, monitor or oversee the activities of, or to enforce the obligations of, any Servicer under its Servicing Agreement with respect to any Additional Collateral or any Limited Purpose Surety Bond relating thereto, including, without limitation, the collection of any amounts owing to the Trust Fund in respect thereof (unless and consult until the Master Servicer shall have assumed the obligations of such Servicer as successor servicer under the related Servicing Agreement pursuant to this Section 9.01, in which case, as successor servicer, it shall be bound to serve and administer the Additional Collateral and any related Limited Purpose Surety Bond in accordance with the provisions of such Servicing Agreement). (b) Upon any termination by the Master Servicer of a Servicer’s rights and powers pursuant to its Servicing Agreement, the rights and powers of the Servicer with respect to the Mortgage Loans shall vest in the Master Servicer and the Master Servicer shall be the successor in all respects to such Servicer in its capacity as necessary from timeServicer with respect to such Mortgage Loans under the related Servicing Agreement, unless or until the Master Servicer shall have appointed, with the consent of the Trustee and the Rating Agencies, such consent not to be unreasonably withheld, and in accordance with the applicable provisions of the Servicing Agreement, a new Xxxxxx Xxx- or FHLMC-to-time approved Person that is a member in good standing of MERS to carry out serve as successor to the Servicer; provided, however, that no Trustee consent or Rating Agency approval shall be required if the successor servicer is a Person that was a Servicer on the Closing Date; provided, further, that it is understood and agreed by the parties hereto that there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to a successor servicer (including the Master Servicer's obligations hereunder). With such consent, shall receive, review and evaluate all reports, information and other data provided to the Master Servicer by may elect to continue to serve as successor servicer under the Servicing Agreement. Upon appointment of a successor servicer, as authorized under this Section 9.01(b), unless the successor servicer shall have assumed the obligation of the terminated Servicer under such Servicing Agreement, the Master Servicer, the Trustee and such successor servicer shall cause enter into a servicing agreement in a form substantially similar to the affected Servicing Agreement. In connection with any such appointment, the Master Servicer may make such arrangements for the compensation of such successor as it and such successor shall agree, but in no event shall such compensation of any successor servicer (including the Master Servicer) be in excess of that payable to perform and observe the covenants, obligations and conditions to be performed or observed by the Servicer under the applicable affected Servicing Agreement. The Master Servicer shall independently pay the costs of such enforcement (including the termination of any Servicer, the appointment of a successor servicer or the transfer and separately monitor assumption of the servicing by the Master Servicer's ) at its own expense and shall be reimbursed therefor initially (i) by the terminated Servicer, (ii) from a general recovery resulting from such enforcement only to the extent, if any, that such recovery exceeds all amounts due in respect of the related Mortgage Loans, (iii) from a specific recovery of costs, expenses or attorney’s fees against the party against whom such enforcement is directed, or (iv) to the extent that such amounts described in (i)-(iii) above are insufficient to reimburse the Master Servicer for such costs of enforcement, from the Trust Fund, as provided in Section 9.04. If the Master Servicer assumes the servicing activities with respect to each related any of the Mortgage LoanLoans, reconcile it will not assume liability for the results representations and warranties of any Servicer it replaces or for the errors or omissions of such monitoring with such information provided in the previous sentence on Servicer. (c) Upon any termination of a monthly basis Servicer’s rights and coordinate corrective adjustments powers pursuant to the Servicer's and Master Servicer's records, and based on such reconciled and corrected informationits Servicing Agreement, the Master Servicer shall provide promptly notify the Trustee and the Rating Agencies, specifying in such information notice that the Master Servicer or any successor servicer, as the case may be, has succeeded the Servicer under the Servicing Agreement, which notice shall also specify the name and address of any such successor servicer. (d) Unless otherwise specified herein, the provisions of Section 9.01(b) (relating to the Xxxxxx Xxx- and Xxxxxxx Mac- approval and MERS membership of any successor servicer, the form of any servicing agreement to be entered into by such successor servicer and the amount of compensation payable thereunder) and the provisions of Section 9.01(c) (relating to notices to the Trustee, the Securities Administrator as and the Rating Agencies) shall be necessary in order for it apply to prepare any proposed transfer or assignment by the statements specified in Section 4.03, and prepare Seller of its rights under any Servicing Agreement or of the servicing thereunder or delegation of its rights or duties thereunder or any portion thereof to any other information and statements required to be forwarded by Person other than the Master initial Servicer hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Servicer to the Custodial Account pursuant to the applicable under such Servicing Agreement. The Trustee shall furnish ; provided that the Servicer and the Master Servicer with any powers of attorney and other documents in form as provided to it necessary or appropriate to enable the Servicer and the Master Servicer to service and administer the related Mortgage Loans and REO Property. The Trustee shall provide access to the records and documentation in possession of the Trustee regarding the related Mortgage Loans and REO Property and the servicing thereof to the Certificateholders, the NIMS Insurer, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the Trustee; provided, however, that, unless otherwise required by law, the Trustee Seller shall not be required to provide access prior notice to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee's actual costs. The Trustee shall execute and deliver to the Servicer and anyone other than the Master Servicer of any court pleadings, requests for trustee's sale or other documents necessary or desirable transfer of servicing that occurs within four months following the Closing Date to (i) the foreclosure or trustee's sale with respect to an entity that is a Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor Servicer on the Mortgage Note or Security Instrument; (iii) obtain a deficiency judgment against Closing Date. In addition, neither the Mortgagor; or (iv) enforce any other rights or remedies provided by Depositor nor the Mortgage Note or Security Instrument or otherwise available at law or equity. (b) Consistent with the terms of this Agreement, the Master Servicer may waive, modify or vary any term of any Mortgage Loan or Trustee shall consent to the postponement assignment by any Servicer of strict compliance with any such term or in any manner grant indulgence Servicer’s rights and obligations under the Servicing Agreement to any Mortgagor if such waiver, modification, postponement or indulgence is in conformity with a successor servicer other than a Person that was a Servicer on the Accepted Servicing Practices; provided that, that Closing Date without the NIMs Insurer's prior written consent shall be required for any modification, waiver or amendment by the Master Servicer if the aggregate number of outstanding Mortgage Loans which have been modified, waived or amended exceeds 5% of the number of Mortgage Loans subject to the related Servicing Agreement, provided, however, that: (A) the Master Servicer shall not make future advances (except as provided in Section 4.03); (B) the Master Servicer shall not permit any modification with respect to any Mortgage Loan that would change the Mortgage Rate, defer or forgive the payment of any principal or interest payments, reduce the outstanding Stated Principal Balance (except for reductions resulting from actual payments of principal) or extend the final maturity date on such Mortgage Loan (unless (i) the Mortgagor is in default with respect to the Mortgage Loan or (ii) such default is, in the judgment of the Master Servicer, reasonably foreseeablewhich consent shall not be unreasonably withheld. In connection with any transfer of servicing (whether to another initial Servicer, or otherwise), the Seller shall, at its cost and expense, take such steps, or cause the terminated Servicer to take such steps, as may be necessary or appropriate to effectuate and evidence the transfer of the servicing of the Mortgage Loans to such successor servicer, including, but not limited to, the following: (A) to the extent required by the terms of the Mortgage Loans and by applicable federal and state laws and regulations, the Seller shall cause the prior Servicer to timely mail to each obligor under a Mortgage Loan any required notices or disclosures describing the transfer of servicing of the Mortgage Loans to the successor servicer; and (B) prior to the effective date of such transfer of servicing, the Seller shall cause the prior Servicer to transmit to any related insurer notification of such transfer of servicing; (C) the Master Servicer shall not consent to (i) partial releases of Mortgages, (ii) alterations, (iii) removal, demolition on or division of properties subject to Mortgages, (iv) modification or (v) second mortgage subordination agreements with respect to any Mortgage Loan that would: (i) affect adversely the status of any REMIC as a REMIC,(ii) cause any REMIC to be subject to a tax on "prohibited transactions" or "contributions" pursuant prior to the REMIC Provisions, or (iii) both (x) effect an exchange or reissuance effective date of such transfer of servicing, the Seller shall cause the prior Servicer to deliver to the successor servicer all Mortgage Loan under Section 1001 Documents and any related records or materials; (D) on or prior to the effective date of such transfer of servicing, the Seller shall cause the prior Servicer to transfer to the successor servicer all funds held by the prior Servicer in respect of the Code Mortgage Loans; (E) on or Treasury regulations promulgated thereunder) and (y) prior to the effective date of such transfer of servicing, the Seller shall cause any REMIC constituting part the prior Servicer to, after the effective date of the Trust Fund to fail to qualify as a REMIC under the Code or the imposition transfer of any tax on "prohibited transactions" or "contributions" after the Startup Day under the REMIC Provisions. The provisions of this Section 3.01(b) shall apply servicing to the exercise successor servicer, continue to forward to such successor servicer, within one Business Day of such waiverreceipt, modification, postponement or indulgence rights by the Master Servicer in its capacity as such and shall not apply to the exercise of any similar rights by the Servicer, who shall instead by subject to the provisions of the Servicing Agreement. Such waiver, modification, postponement and indulgence rights of the Master Servicer set forth in this Section shall not be construed as a duty. (c) In the event of a Subservicer Termination Trigger, the Master Servicer shall enforce the obligation of the Servicer under the Servicing Agreements to terminate the related Subservicers and to engage new Subservicers at the direction of the NIMS Insurer. (d) The Master Servicer shall enforce the obligation of the Servicer under the Servicing Agreements to waive Prepayment Charges in accordance with the criteria therein and to pay the amount of any waived Prepayment Chargespayments or other recoveries received by the prior Servicer, and to notify the successor servicer of the source and proper application of each such payment or recovery; and (F) the Seller shall cause the prior Servicer to, after the effective date of transfer of servicing to the successor servicer, continue to cooperate with the successor servicer to facilitate such transfer in such manner and to such extent as the successor servicer may reasonably request. Notwithstanding the foregoing, the prior Servicer shall be obligated to perform the items listed above to the extent provided in the Servicing Agreement.

Administration and Servicing of Mortgage Loans. BY THE MASTER SERVICER Section 9.01. Duties of the Master Servicer; Enforcement of Servicers’ and Master Servicer’s Obligations. (a) The Master Servicer shall superviseServicer, monitor and oversee the obligation on behalf of the Servicer to service Trustee, the Depositor and administer the Mortgage Loans in accordance with Certificateholders shall monitor the terms performance of the related Servicers under the Purchase and Servicing Agreement Agreements, and shall have full power use its reasonable good faith efforts to cause the Servicers duly and authority punctually to do any perform all of their respective duties and all things obligations thereunder. Upon the occurrence of a default of which it may deem necessary or desirable in connection with such master servicing a Responsible Officer of the Master Servicer has actual knowledge under a Purchase and administration. In performing its obligations hereunderServicing Agreement, the Master Servicer shall act promptly notify the Trustee thereof, and shall specify in a manner consistent with Accepted Master Servicing Practices. Furthermoresuch notice the action, if any, the Master Servicer shall oversee and consult with the Servicer as necessary from time-to-time to carry out the Master Servicer's obligations hereunder, shall receive, review and evaluate all reports, information and other data provided to the Master Servicer by the Servicer and shall cause the Servicer to perform and observe the covenants, obligations and conditions to be performed or observed by the Servicer under the applicable Servicing Agreement. The Master Servicer shall independently and separately monitor the Servicer's servicing activities with is taking in respect to each related Mortgage Loan, reconcile the results of such monitoring with default. So long as any such information provided in the previous sentence on a monthly basis and coordinate corrective adjustments to the Servicer's and Master Servicer's records, and based on such reconciled and corrected informationdefault shall be continuing, the Master Servicer shall provide such information to the Securities Administrator as shall be necessary in order for it to prepare the statements specified in Section 4.03may, and prepare any other information and statements required shall if it determines such action to be forwarded by in the Master Servicer hereunder. The Master Servicer shall reconcile the results best interests of its Mortgage Loan monitoring with the actual remittances Certificateholders, (i) terminate all of the rights and powers of such Servicer to the Custodial Account pursuant to the applicable provisions of the related Purchase and Servicing Agreement. The Trustee shall furnish the Servicer and the Master Servicer with any powers of attorney and other documents in form as provided to it necessary or appropriate to enable the Servicer and the Master Servicer to service and administer the related Mortgage Loans and REO Property. The Trustee shall provide access to the records and documentation in possession of the Trustee regarding the related Mortgage Loans and REO Property and the servicing thereof to the Certificateholders, the NIMS Insurer, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the Trustee; provided, however, that, unless otherwise required by law, the Trustee shall not be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee's actual costs. The Trustee shall execute and deliver to the Servicer and the Master Servicer any court pleadings, requests for trustee's sale or other documents necessary or desirable to (i) the foreclosure or trustee's sale with respect to a Mortgaged Property; (ii) exercise any legal action brought rights it may have to obtain judgment enforce the related Purchase and Servicing Agreement against any Mortgagor on the Mortgage Note or Security Instrumentsuch Servicer; and/or (iii) obtain a deficiency judgment against waive any such default under the Mortgagor; related Purchase and Servicing Agreement or (iv) enforce take any other rights or remedies provided by action with respect to such default as is permitted thereunder. Notwithstanding anything to the Mortgage Note or Security Instrument or otherwise available at law or equity. (b) Consistent with the terms of contrary in this Agreement, with respect to any Additional Collateral Mortgage Loan, the Master Servicer may waivewill have no duty or obligation to supervise, modify monitor or vary any term of any Mortgage Loan or consent to oversee the postponement of strict compliance with any such term or in any manner grant indulgence to any Mortgagor if such waiver, modification, postponement or indulgence is in conformity with the Accepted Servicing Practices; provided that, that the NIMs Insurer's prior written consent shall be required for any modification, waiver or amendment by the Master Servicer if the aggregate number of outstanding Mortgage Loans which have been modified, waived or amended exceeds 5% activities of the number of Mortgage Loans subject to the related Servicer under any Purchase and Servicing Agreement, provided, however, that: (A) the Master Servicer shall not make future advances (except as provided in Section 4.03); (B) the Master Servicer shall not permit any modification Agreement with respect to any Mortgage Loan that would change Additional Collateral or under any agreement relating to the Mortgage Ratepledge of, defer or forgive the payment perfection of a pledge or security interest in, any principal or interest payments, reduce Additional Collateral except upon the outstanding Stated Principal Balance (except for reductions resulting from actual payments occurrence of principal) or extend the final maturity date on such Mortgage Loan (unless following events (i) the Mortgagor is in default with respect to the Mortgage Loan or (ii) such default is, in the judgment case of the Master Servicer, reasonably foreseeable); and (C) the Master Servicer shall not consent to (i) partial releases of Mortgages, (ii) alterations, (iii) removal, demolition or division of properties subject to Mortgages, (iv) modification or (v) second mortgage subordination agreements with respect to any Mortgage Loan that would: (i) affect adversely the status a final liquidation of any REMIC as a REMIC,(ii) cause any REMIC to be subject to a tax on "prohibited transactions" or "contributions" pursuant to the REMIC Provisions, or (iii) both (x) effect an exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or Treasury regulations promulgated thereunder) and (y) cause any REMIC constituting part of the Trust Fund to fail to qualify as a REMIC under the Code or the imposition of any tax on "prohibited transactions" or "contributions" after the Startup Day under the REMIC Provisions. The provisions of this Section 3.01(b) shall apply to the exercise of such waiver, modification, postponement or indulgence rights Mortgaged Property secured by the Master Servicer in its capacity as such and shall not apply to the exercise of any similar rights by the Servicer, who shall instead by subject to the provisions of the Servicing Agreement. Such waiver, modification, postponement and indulgence rights of the Master Servicer set forth in this Section shall not be construed as a duty. (c) In the event of a Subservicer Termination TriggerAdditional Collateral, the Master Servicer shall enforce the obligation of the Servicer under the related Servicing Agreements Agreement to liquidate such Additional Collateral as required by such Servicing Agreement, and (ii) if the Master Servicer assumes the obligations of such Servicer as successor Servicer under the related Servicing Agreement pursuant to this Section 9.01, as successor Servicer, it shall be bound to service and administer the Additional Collateral in accordance with the provisions of such Servicing Agreement. (b) Upon any termination by the Master Servicer of a Servicer’s rights and powers pursuant to its Purchase and Servicing Agreement, the rights and powers of such Servicer with respect to the related Mortgage Loans shall vest in the Master Servicer and the Master Servicer shall be the successor in all respects to such Servicer in its capacity as Servicer with respect to such Mortgage Loans under the related Purchase and Servicing Agreement, unless or until the Master Servicer shall have appointed (and the Trustee shall have acknowledged), with the consent of the Rating Agencies and in accordance with the applicable provisions of the related Purchase and Servicing Agreement, a new Fxxxxx Mxx- or FHLMC-approved Person to serve as successor to the Servicer; provided, however, that it is understood and agreed by the parties hereto that there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to a successor servicer (including the Master Servicer). With such letter from the Rating Agencies, the Master Servicer may elect to continue to serve as successor servicer under the Purchase and Servicing Agreement. Upon appointment of a successor servicer, as authorized under this Section 9.01(b), unless the successor servicer shall have assumed the obligations of the terminated Servicer under such Purchase and Servicing Agreement, the Master Servicer and such successor servicer shall enter into a servicing agreement in a form substantially similar to the affected Purchase and Servicing Agreement, and the Trustee shall acknowledge such servicing agreement. In connection with any such appointment, the Master Servicer may make such arrangements for the compensation of such successor servicer as it and such successor servicer shall agree, but in no event shall such compensation of any successor servicer (including the Master Servicer) be in excess of that payable to the Servicer under the affected Purchase and Servicing Agreement. The Master Servicer shall pay the costs of such enforcement (including the termination of a Servicer, the appointment of a successor servicer or the transfer and assumption of the servicing by the Master Servicer) at its own expense and shall be reimbursed therefor initially (i) by the terminated Servicer, (ii) from a general recovery resulting from such enforcement only to the extent, if any, that such recovery exceeds all amounts due in respect of the related Mortgage Loans, (iii) from a specific recovery of costs, expenses or attorney’s fees against the party against whom such enforcement is directed, or (iv) to the extent that such amounts described in (i)-(iii) above are insufficient to reimburse the Master Servicer for such costs of enforcement, from the Trust Fund, as provided in Section 9.04. If the Master Servicer assumes the servicing with respect to any of the Mortgage Loans, it will not assume liability for the representations and warranties of any Servicer it replaces or for the errors or omissions of such Servicer. If the Seller is the owner of the servicing rights and the Seller chooses to terminate that Servicer with or without cause and sell those servicing rights to a successor servicer, then the Depositor shall (i) cause the Seller to give reasonable prior written notice to the Master Servicer, and (ii) obtain a letter from the Rating Agencies indicating that the appointment of the proposed successor servicer will not result in a downgrade or withdrawal of the rating of any of the Certificates (without taking into account the Class A-1-W and Class A-3-W Policy), and a New Fxxxxx Mxx- or FHLMC-approved Person reasonably acceptable to the Master Servicer shall be chosen by the Seller and appointed as successor servicer with the acknowledgment of the Master Servicer and the Trustee; provided, however, that the Seller shall not be required to get a no-downgrade letter from the Rating Agencies if: (i) the Rating Agencies received prior written notice of the transfer of the servicing rights and the name of the successor Servicer, (ii) such successor Servicer has a servicing rating in the highest category of Fitch or Mxxxx’x to the extent that Fitch or Mxxxx’x, respectively, is a Rating Agency, and such successor Servicer has a servicer evaluation ranking in one of the two highest categories of S&P to the extent that S&P is a Rating Agency, and (iii) such successor Servicer shall service the related Subservicers Mortgage Loans under either the Purchase and to engage new Subservicers at Servicing Agreement together with the direction related Assignment Agreement under which such Mortgage Loans are currently being serviced or under another Servicing Agreement together with a related Assignment Agreement that have already been reviewed and approved by the Rating Agencies. The Depositor shall cause the costs of such transfer including any costs of such transfer (including any costs of the NIMS InsurerMaster Servicer) to be borne by the Seller. At least 15 calendar days prior to the effective date of such termination, (x) the Depositor shall provide written notice to the Master Servicer and all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement servicer. (c) Upon any termination of a Servicer’s rights and powers pursuant to its Purchase and Servicing Agreement, the Master Servicer shall promptly notify the Trustee and the Rating Agencies, specifying in such notice that the Master Servicer or any successor servicer, as the case may be, has succeeded such Servicer under the related Purchase and Servicing Agreement or under any other servicing agreement reasonably satisfactory to the Master Servicer and the Rating Agencies, which notice shall also specify the name and address of any such successor servicer. (d) The Depositor shall not consent to the assignment by any Servicer of such Servicer’s rights and obligations under the related Purchase and Servicing Agreement without the prior written consent of the Master Servicer, which consent shall not be unreasonably withheld. (e) The Trustee shall execute and deliver, at the written request of the Master Servicer shall enforce or any Servicer, and furnish to the obligation Master Servicer and any Servicer, at the expense of the requesting party, a power of attorney in the standard form provided by the Trustee to take title to the Mortgaged Properties after foreclosure in the name of and on behalf of the Trustee in its capacity as Trustee hereunder and for the purposes described herein to the extent necessary or desirable to enable the Master Servicer or any Servicer to perform its respective duties. The Trustee shall not be liable for the actions of the Master Servicer or any Servicer under the Servicing Agreements to waive Prepayment Charges in accordance with the criteria therein and to pay the amount such powers of any waived Prepayment Chargesattorney.

Administration and Servicing of Mortgage Loans. BY THE MASTER SERVICER Section 9.01. Duties of the Master Servicer; Enforcement of Servicers’ and Master Servicer’s Obligations. (a) The Master Servicer shall superviseServicer, monitor and oversee the obligation on behalf of the Servicer to service Trustee, the Depositor and administer the Mortgage Loans in accordance with Certificateholders shall monitor the terms performance of the related Servicers under the Purchase and Servicing Agreement Agreements, and shall have full power use its reasonable good faith efforts to cause the Servicers duly and authority punctually to do any perform all of their respective duties and all things obligations thereunder. Upon the occurrence of a default of which it may deem necessary or desirable in connection with such master servicing a Responsible Officer of the Master Servicer has actual knowledge under a Purchase and administration. In performing its obligations hereunderServicing Agreement, the Master Servicer shall act promptly notify the Trustee thereof, and shall specify in a manner consistent with Accepted Master Servicing Practices. Furthermoresuch notice the action, if any, the Master Servicer shall oversee and consult with the Servicer as necessary from time-to-time to carry out the Master Servicer's obligations hereunder, shall receive, review and evaluate all reports, information and other data provided to the Master Servicer by the Servicer and shall cause the Servicer to perform and observe the covenants, obligations and conditions to be performed or observed by the Servicer under the applicable Servicing Agreement. The Master Servicer shall independently and separately monitor the Servicer's servicing activities with is taking in respect to each related Mortgage Loan, reconcile the results of such monitoring with default. So long as any such information provided in the previous sentence on a monthly basis and coordinate corrective adjustments to the Servicer's and Master Servicer's records, and based on such reconciled and corrected informationdefault shall be continuing, the Master Servicer shall provide such information to the Securities Administrator as shall be necessary in order for it to prepare the statements specified in Section 4.03may, and prepare any other information and statements required shall if it determines such action to be forwarded by in the Master Servicer hereunder. The Master Servicer shall reconcile the results best interests of its Mortgage Loan monitoring with the actual remittances Certificateholders, (i) terminate all of the rights and powers of such Servicer to the Custodial Account pursuant to the applicable provisions of the related Purchase and Servicing Agreement. The Trustee shall furnish the Servicer and the Master Servicer with any powers of attorney and other documents in form as provided to it necessary or appropriate to enable the Servicer and the Master Servicer to service and administer the related Mortgage Loans and REO Property. The Trustee shall provide access to the records and documentation in possession of the Trustee regarding the related Mortgage Loans and REO Property and the servicing thereof to the Certificateholders, the NIMS Insurer, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the Trustee; provided, however, that, unless otherwise required by law, the Trustee shall not be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee's actual costs. The Trustee shall execute and deliver to the Servicer and the Master Servicer any court pleadings, requests for trustee's sale or other documents necessary or desirable to (i) the foreclosure or trustee's sale with respect to a Mortgaged Property; (ii) exercise any legal action brought rights it may have to obtain judgment enforce the related Purchase and Servicing Agreement against any Mortgagor on the Mortgage Note or Security Instrumentsuch Servicer; and/or (iii) obtain a deficiency judgment against waive any such default under the Mortgagor; related Purchase and Servicing Agreement or (iv) enforce take any other rights or remedies provided by action with respect to such default as is permitted thereunder. Notwithstanding anything to the Mortgage Note or Security Instrument or otherwise available at law or equity. (b) Consistent with the terms of contrary in this Agreement, with respect to any Additional Collateral Mortgage Loan, the Master Servicer may waivewill have no duty or obligation to supervise, modify monitor or vary any term of any Mortgage Loan or consent to oversee the postponement of strict compliance with any such term or in any manner grant indulgence to any Mortgagor if such waiver, modification, postponement or indulgence is in conformity with the Accepted Servicing Practices; provided that, that the NIMs Insurer's prior written consent shall be required for any modification, waiver or amendment by the Master Servicer if the aggregate number of outstanding Mortgage Loans which have been modified, waived or amended exceeds 5% activities of the number of Mortgage Loans subject to the related Servicer under any Purchase and Servicing Agreement, provided, however, that: (A) the Master Servicer shall not make future advances (except as provided in Section 4.03); (B) the Master Servicer shall not permit any modification Agreement with respect to any Mortgage Loan that would change Additional Collateral or under any agreement relating to the Mortgage Ratepledge of, defer or forgive the payment perfection of a pledge or security interest in, any principal or interest payments, reduce Additional Collateral except upon the outstanding Stated Principal Balance (except for reductions resulting from actual payments occurrence of principal) or extend the final maturity date on such Mortgage Loan (unless following events (i) the Mortgagor is in default with respect to the Mortgage Loan or (ii) such default is, in the judgment case of the Master Servicer, reasonably foreseeable); and (C) the Master Servicer shall not consent to (i) partial releases of Mortgages, (ii) alterations, (iii) removal, demolition or division of properties subject to Mortgages, (iv) modification or (v) second mortgage subordination agreements with respect to any Mortgage Loan that would: (i) affect adversely the status a final liquidation of any REMIC as a REMIC,(ii) cause any REMIC to be subject to a tax on "prohibited transactions" or "contributions" pursuant to the REMIC Provisions, or (iii) both (x) effect an exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or Treasury regulations promulgated thereunder) and (y) cause any REMIC constituting part of the Trust Fund to fail to qualify as a REMIC under the Code or the imposition of any tax on "prohibited transactions" or "contributions" after the Startup Day under the REMIC Provisions. The provisions of this Section 3.01(b) shall apply to the exercise of such waiver, modification, postponement or indulgence rights Mortgaged Property secured by the Master Servicer in its capacity as such and shall not apply to the exercise of any similar rights by the Servicer, who shall instead by subject to the provisions of the Servicing Agreement. Such waiver, modification, postponement and indulgence rights of the Master Servicer set forth in this Section shall not be construed as a duty. (c) In the event of a Subservicer Termination TriggerAdditional Collateral, the Master Servicer shall enforce the obligation of the Servicer under the related Servicing Agreements Agreement to terminate liquidate such Additional Collateral as required by such Servicing Agreement, and (ii) if the Master Servicer assumes the obligations of such Servicer as successor Servicer under the related Subservicers Servicing Agreement pursuant to this Section 9.01, as successor Servicer, it shall be bound to service and to engage new Subservicers at administer the direction Additional Collateral in accordance with the provisions of the NIMS Insurersuch Servicing Agreement. (db) Upon any termination by the Master Servicer of a Servicer’s rights and powers pursuant to its Purchase and Servicing Agreement, the rights and powers of such Servicer with respect to the related Mortgage Loans shall vest in the Master Servicer and the Master Servicer shall be the successor in all respects to such Servicer in its capacity as Servicer with respect to such Mortgage Loans under the related Purchase and Servicing Agreement, unless or until the Master Servicer shall have appointed (and the Trustee shall have acknowledged), with the consent of the Rating Agencies and in accordance with the applicable provisions of the related Purchase and Servicing Agreement, a new Xxxxxx Xxx- or FHLMC-approved Person to serve as successor to the Servicer; provided, however, that it is understood and agreed by the parties hereto that there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to a successor servicer (including the Master Servicer). With such letter from the Rating Agencies, the Master Servicer may elect to continue to serve as successor servicer under the Purchase and Servicing Agreement. Upon appointment of a successor servicer, as authorized under this Section 9.01(b), unless the successor servicer shall have assumed the obligations of the terminated Servicer under such Purchase and Servicing Agreement, the Master Servicer and such successor servicer shall enter into a servicing agreement in a form substantially similar to the affected Purchase and Servicing Agreement, and the Trustee shall acknowledge such servicing agreement. In connection with any such appointment, the Master Servicer may make such arrangements for the compensation of such successor servicer as it and such successor servicer shall agree, but in no event shall such compensation of any successor servicer (including the Master Servicer) be in excess of that payable to the Servicer under the affected Purchase and Servicing Agreement. The Master Servicer shall enforce pay the obligation costs of such enforcement (including the termination of a Servicer, the appointment of a successor servicer or the transfer and assumption of the servicing by the Master Servicer) at its own expense and shall be reimbursed therefor initially (i) by the terminated Servicer, (ii) from a general recovery resulting from such enforcement only to the extent, if any, that such recovery exceeds all amounts due in respect of the related Mortgage Loans, (iii) from a specific recovery of costs, expenses or attorney’s fees against the party against whom such enforcement is directed, or (iv) to the extent that such amounts described in (i)-(iii) above are insufficient to reimburse the Master Servicer under for such costs of enforcement, from the Servicing Agreements to waive Prepayment Charges Trust Fund, as provided in accordance with the criteria therein and to pay the amount of any waived Prepayment ChargesSection 9.04.

Administration and Servicing of Mortgage Loans. (a) Section 2.01. The Master Servicer and the Sub-Servicers. Acting directly or through one or more Sub-Servicers as provided in Section 2.14, the Servicer, as servicer, shall supervise, monitor and oversee the obligation of the Servicer to service and administer the Mortgage Loans with reasonable care, using that degree of skill and attention that the Servicer exercises with respect to all comparable home equity mortgage loans that it services for itself or others. The duties of the Servicer shall include collecting and posting of all payments, responding to inquiries of Mortgagors or by federal, state or local government authorities with respect to the Mortgage Loans, investigating delinquencies, reporting tax information to Mortgagors in accordance with its customary practices and accounting for collections and furnishing monthly and annual statements to the terms Issuer and the Indenture Trustee with respect to payments and making Monthly Advances and Servicing Advances pursuant to Section 4.01. The Servicer shall follow its customary standards, policies and procedures in performing its duties as Servicer, to the extent not in conflict with the provisions of this Agreement. Notwithstanding the appointment of any Sub-Servicer, the Servicer shall remain liable for the performance of all of the related Servicing Agreement and shall have full power and authority to do any and all things which it may deem necessary or desirable in connection with such master servicing and administration. In performing its obligations hereunder, the Master Servicer shall act in a manner consistent with Accepted Master Servicing Practices. Furthermore, the Master Servicer shall oversee and consult with the Servicer as necessary from time-to-time to carry out the Master Servicer's obligations hereunder, shall receive, review and evaluate all reports, information and other data provided to the Master Servicer by the Servicer and shall cause the Servicer to perform and observe the covenants, obligations and conditions to be performed or observed by the Servicer responsibilities under the applicable Servicing this Agreement. The Master Servicer shall independently maintain all licenses and separately monitor qualifications necessary under the Servicer's laws of Arizona, California, Colorado, Nevada, Oregon, Utah and Washington to perform the servicing activities obligations hereunder. If the Servicer commences directly to service a material number or principal amount of Mortgage Loans with respect related Mortgaged Properties located in any other state, the Servicer will use its reasonable efforts promptly to obtain, and thereafter to maintain, all licenses and qualifications necessary to perform its servicing obligations hereunder in each related Mortgage Loan, reconcile such state. Each Sub-Servicer shall maintain all licenses and qualifications necessary to perform its servicing obligations in the results of such monitoring states where the Mortgaged Properties to which the applicable Sub-Servicing Agreement relates are located. The Servicer shall cooperate with the Issuer and the Indenture Trustee and furnish to the Issuer and the Indenture Trustee such information provided in the previous sentence on a monthly basis and coordinate corrective adjustments to the Servicer's and Master Servicer's records, and based on such reconciled and corrected information, the Master Servicer shall provide such information to the Securities Administrator its possession as shall may be necessary in order for it or appropriate to prepare enable the statements specified in Section 4.03, Issuer and prepare any other information and statements required the Indenture Trustee to be forwarded by the Master Servicer perform their tax reporting duties hereunder. The Master Servicer shall reconcile Issuer and the results of its Mortgage Loan monitoring with the actual remittances of the Servicer to the Custodial Account pursuant to the applicable Servicing Agreement. The Indenture Trustee shall furnish the Servicer and the Master Servicer with any powers of attorney and other documents in form as provided to it necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. As promptly as practicable subsequent to the Closing Date, and in any event, within 30 days thereafter, the Servicer shall (i) affix the Indenture Trustee's name to each assignment of Mortgage, as the assignee thereof, (ii) cause such assignment to be in proper form for recording in the appropriate public office for real property records and (iii) cause to be delivered for recording in the appropriate pubic office for real property records the assignments of the Mortgages to the Indenture Trustee, except that, with respect to any assignments of Mortgage as to which the Servicer has not received the information required to prepare such assignment in recordable form, the Servicer shall be obligated to prepare and to deliver such assignment for such recording as soon as practicable after receipt of such information and in any event within 30 days after receipt thereof (and in no event more than one year after the Closing Date) and that the Servicer need not cause to be recorded any assignment that relates to a Mortgage Loan in any jurisdiction under the laws of which, as evidenced by an Opinion of Counsel or other documentation delivered by the Servicer (as the Servicer's expense) to the Indenture Trustee, the recordation of such assignment is not necessary to protect the Indenture Trustee's and the Master Servicer to service and administer Bondholders' interest in the related Mortgage Loans and REO PropertyLoan. The Trustee Servicer shall provide access to the records enforce each Mortgage Loan and documentation shall timely calculate, record, report and apply all Mortgage Loan Rate adjustments in possession of the Trustee regarding accordance with the related Mortgage Loans Note. The Servicer's record shall, at all times, reflect the then-current Mortgage Loan Rate and REO Property Monthly Mortgage Payment and the servicing thereof Servicer shall timely notify the Mortgagor of any changes to the Certificateholders, the NIMS Insurer, the FDIC, Mortgage Loan Rate and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the Trustee; provided, however, that, unless otherwise required by law, the Trustee shall not be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any MortgagorMonthly Mortgage Payment. The Trustee shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee's actual costs. The Trustee shall execute and deliver to If the Servicer and the Master Servicer any court pleadings, requests for trustee's sale or other documents necessary or desirable fails to (i) the foreclosure or trustee's sale with respect to a Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor on adjust the Mortgage Note Loan Rate or Security Instrument; (iii) obtain a deficiency judgment against the Mortgagor; or (iv) enforce any other rights or remedies provided by the Monthly Mortgage Note or Security Instrument or otherwise available at law or equity. (b) Consistent Payment in accordance with the terms of this Agreementthe Mortgage Note for the related Mortgage Loan, or if the Master Servicer may waive, modify or vary any term fails to notify the related Mortgagor of any such adjustment as required under the terms of such Mortgage Loan Note, or consent to the postponement of strict compliance with if any such term liability, claim or in any manner grant indulgence to any Mortgagor if such waiver, modification, postponement or indulgence is in conformity with the Accepted Servicing Practices; provided that, that the NIMs Insurer's prior written consent shall be required for any modification, waiver or amendment by the Master Servicer if the aggregate number of outstanding Mortgage Loans which have been modified, waived or amended exceeds 5% of the number of Mortgage Loans subject to the related Servicing Agreement, provided, however, that: (A) the Master Servicer shall not make future advances (except as provided in Section 4.03); (B) the Master Servicer shall not permit any modification defense arises with respect to any Mortgage Loan that would change the Mortgage Rate, defer or forgive the payment solely as a result of any principal such failure, the Servicer shall pay, from its own funds and without right of reimbursement therefor, any shortage in amounts collected or interest payments, reduce collectible on the outstanding Stated Principal Balance (except for reductions resulting from actual payments of principal) or extend the final maturity date on such related Mortgage Loan (unless that results. The Servicer shall transfer any amounts in respect of such shortage to the Indenture Trustee for deposit in the Bond Account, as described in Section 2.02(e). Without limiting the generality of the foregoing, the Servicer (i) shall continue, and is hereby authorized and empowered by the Mortgagor is in default Issuer and the Indenture Trustee, to execute and deliver, on behalf of itself, the Issuer, the Bondholders and the Indenture Trustee or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to the Mortgage Loan or Loans and with respect to the related Mortgaged Properties (ii) such default is, in the judgment may consent to any modification of the Master Servicer, reasonably foreseeableterms of any Mortgage Note not expressly prohibited hereby if the effect of any such modification will not be to materially and adversely affect the security afforded by the related Mortgaged Property or to decrease or slow (other than as permitted by Section 2.02(a)(ii); and (C) the Master Servicer timing of receipt of any payments required thereunder and (iii) shall not consent to (i) partial releases the placing of Mortgages, (ii) alterations, a lien senior to or on parity with that of the Mortgage on the related Mortgaged Property. In the event that notwithstanding the provisions of clause (iii) removalabove the Servicer shall consent to the placing of a lien senior to or on a parity with that of the Mortgage on a Mortgaged Property, demolition the Servicer shall purchase on the next Remittance Date such Mortgage Loan (including any property acquired in respect thereof and any insurance policy or division of properties subject to Mortgages, (iv) modification or (v) second mortgage subordination agreements insurance proceeds with respect thereto) from the Trust Estate at a price equal to the Purchase Price and transfer such amount to the Indenture Trustee for deposit in the Bond Account on such Remittance Date pursuant to Section 2.02(e). For purposes of this Agreement, any Mortgage Loan that would: (i) affect adversely the status of any REMIC as a REMIC,(ii) cause any REMIC such purchase shall be deemed to be subject to a tax on "prohibited transactions" or "contributions" pursuant to the REMIC Provisions, or (iii) both (x) effect an exchange or reissuance prepayment of such Mortgage Loan under Section 1001 of the Code (or Treasury regulations promulgated thereunder) Loan. It is understood and (y) cause any REMIC constituting part of the Trust Fund to fail to qualify as a REMIC under the Code or the imposition of any tax on "prohibited transactions" or "contributions" after the Startup Day under the REMIC Provisions. The provisions of this Section 3.01(b) shall apply to the exercise of such waiver, modification, postponement or indulgence rights by the Master Servicer in its capacity as such and shall not apply to the exercise of any similar rights by the Servicer, who shall instead by subject to the provisions of the Servicing Agreement. Such waiver, modification, postponement and indulgence rights of the Master Servicer set forth in this Section shall not be construed as a duty. (c) In the event of a Subservicer Termination Trigger, the Master Servicer shall enforce agreed that the obligation of the Servicer to purchase any Mortgage Loan (or property acquired in respect thereof or insurance policy or insurance proceeds with respect thereto) pursuant to the second immediately preceding sentence shall constitute the sole remedy against it respecting such breach available to the Bondholders or the Indenture Trustee and such obligation shall survive any resignation or termination of the consenting Servicer under this Agreement. The Servicer may sue xx enforce or collect on any of the Mortgage Loans or any insurance policy covering a Mortgage Loan, in its own name if possible, or on behalf of the Issuer or the Indenture Trustee. If the Servicer commences a legal proceeding to enforce a Mortgage Loan or any such insurance policy, the Issuer and the Indenture Trustee shall thereupon be deemed to have automatically assigned the Mortgage Loan or the rights under such insurance policy to the Servicer for purposes of collection only. If, however, in any suit or legal proceeding for enforcement, it is held that the Servicer may not enforce or collect on a Mortgage Loan or any insurance policy covering a Mortgage Loan on the ground that it is not a real party in interest or a holder entitled to enforce such Mortgage Loan or such insurance policy, as the case may be, then the Issuer and the Indenture Trustee shall, upon the written request of a Servicing Officer, furnish the Servicer with such powers of attorney and other documents as are necessary or appropriate to enable the Servicer to enforce such Mortgage Loan or insurance policy, as the case may be. The Servicer, on behalf of the Issuer, shall execute, deliver and take all actions reasonably necessary to protect the Trust Estate pursuant to Section 3.05 of the Indenture and shall, on behalf of the Issuer, execute and deliver and take any additional actions as shall be deemed necessary to effect the administrative obligations of the Issuer under the Servicing Agreements to terminate the related Subservicers and to engage new Subservicers at the direction of the NIMS Insurer. (d) Indenture. The Master Servicer shall enforce the obligation relationship of the Servicer to the Issuer and the Indenture Trustee under this Agreement is intended by the Servicing Agreements parties to waive Prepayment Charges in accordance with the criteria therein be that of an independent contractor and to pay the amount not that of any waived Prepayment Chargesa joint venturer, partner or agent.

Administration and Servicing of Mortgage Loans. (a) The Master Servicer shall supervise, monitor and oversee the obligation of the Servicer to service and administer the Mortgage Loans in accordance with the terms of the related Servicing Agreement and shall have full power and authority to do any and all things which it may deem necessary or desirable in connection with such master servicing and administration. In performing its obligations hereunder, the Master Servicer shall act in a manner consistent with Accepted Master Servicing Practices. Furthermore, the Master Servicer shall oversee and consult with the Servicer as necessary from time-to-time to carry out the Master Servicer's ’s obligations hereunder, shall receive, review and evaluate all reports, information and other data provided to the Master Servicer by the Servicer and shall cause the Servicer to perform and observe the covenants, obligations and conditions to be performed or observed by the Servicer under the applicable Servicing Agreement. The Master Servicer shall independently and separately monitor the Servicer's ’s servicing activities with respect to each related Mortgage Loan, reconcile the results of such monitoring with such information provided in the previous sentence on a monthly basis and coordinate corrective adjustments to the Servicer's ’s and Master Servicer's ’s records, and based on such reconciled and corrected information, the Master Servicer shall provide such information to the Securities Administrator as shall be necessary in order for it to prepare the statements specified in Section 4.03, and prepare any other information and statements required to be forwarded by the Master Servicer hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Servicer to the Custodial Distribution Account pursuant to the applicable Servicing Agreement. The Trustee shall furnish the Servicer and the Master Servicer with any powers a separate power of attorney in the standard form used by the Trustee to the extent necessary and other documents in form as provided to it necessary or appropriate to enable the Servicer and the Master Servicer to service and administer the related Mortgage Loans and REO Property. The Trustee shall not be liable for the actions of any Servicer or the Master Servicer under such powers of attorney. The Trustee shall provide access to the records and documentation in possession of the Trustee regarding the related Mortgage Loans and REO Property and the servicing thereof to the Certificateholders, the NIMS Insurer, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the Trustee; provided, however, that, unless otherwise required by law, the Trustee shall not be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee's ’s actual costs. The Trustee shall execute and deliver to the Servicer and the Master Servicer any court pleadings, requests for trustee's ’s sale or other documents necessary or desirable to (i) the foreclosure or trustee's ’s sale with respect to a Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note or Security Instrumentsecurity instrument; (iii) obtain a deficiency judgment against the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or Security Instrument security instrument or otherwise available at law or equity. (b) Consistent with the terms of this Agreement, the Master Servicer may waive, modify or vary any term of any Mortgage Loan or consent to the postponement of strict compliance with any such term or in any manner grant indulgence to any Mortgagor if such waiver, modification, postponement or indulgence is in conformity with the Accepted Servicing Practices; provided that, that the NIMs Insurer's prior written consent shall be required for any modification, waiver or amendment by the Master Servicer if the aggregate number of outstanding Mortgage Loans which have been modified, waived or amended exceeds 5% of the number of Mortgage Loans subject to the related Servicing Agreement, provided, however, that: (A) the Master Servicer shall not make future advances (except as provided in Section 4.03); (B) the Master Servicer shall not permit any modification with respect to any Mortgage Loan that would change the Mortgage Rate, defer or forgive the payment of any principal or interest payments, reduce the outstanding Stated Principal Balance (except for reductions resulting from actual payments of principal) or extend the final maturity date on such Mortgage Loan (unless (i) the Mortgagor is in default with respect to the Mortgage Loan or (ii) such default is, in the judgment of the Master Servicer, reasonably foreseeable); and (C) the Master Servicer shall not consent to (i) partial releases of Mortgages, (ii) alterations, (iii) removal, demolition or division of properties subject to Mortgages, (iv) modification or (v) second mortgage subordination agreements with respect to any Mortgage Loan that would: (i) affect adversely the status of any REMIC as a REMIC,(ii) cause any REMIC to be subject to a tax on "“prohibited transactions" ” or "“contributions" ” pursuant to the REMIC Provisions, or (iii) both (x) effect an exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or Treasury regulations promulgated thereunder) and (y) cause any REMIC constituting part of the Trust Fund to fail to qualify as a REMIC under the Code or the imposition of any tax on "“prohibited transactions" ” or "“contributions" ” after the Startup Day under the REMIC Provisions. The provisions of this Section 3.01(b) shall apply to the exercise of such waiver, modification, postponement or indulgence rights by the Master Servicer in its capacity as such and shall not apply to the exercise of any similar rights by the Servicer, who shall instead by subject to the provisions of the Servicing Agreement. Such waiver, modification, postponement and indulgence rights of the Master Servicer set forth in this Section shall not be construed as a duty. (c) In the event of a Subservicer Termination Trigger, the Master Servicer shall enforce the obligation of the Servicer under the Servicing Agreements to terminate the related Subservicers and to engage new Subservicers at the direction of the NIMS Insurer. (d) The Master Servicer shall enforce the obligation of the Servicer under the Servicing Agreements to waive Agreement in connection with the waiver of Prepayment Charges in accordance with the criteria therein and to pay the amount of any waived Prepayment Charges.

Administration and Servicing of Mortgage Loans. (a) The SECTION 3.01 Master Servicer shall supervise, monitor Servicing and oversee the obligation Servicing of Mortgage Loans. For and on behalf of the Servicer to Certificateholders and the Class I-A-5 Insurer, as independent contractors of the Trustee, (i) each Servicer, severally and not jointly, shall service and administer the related Non-Designated Mortgage Loans in accordance with the terms of this Agreement and with Accepted Servicing Practices, (ii) the Master Servicer shall, in accordance with Section 3.03 of this Agreement, master service and administer the Non-Designated Mortgage Loans by overseeing and enforcing the servicing of the Non-Designated Mortgage Loans by the related Servicing Servicer according to the terms of this Agreement and (iii) the Master Servicer shall, in accordance with the Section 3.20 of this Agreement, master service and administer the Designated Mortgage Loans by overseeing and enforcing the servicing of the Designated Mortgage Loans by the related Designated Servicer according to the terms of the related Designated Servicing Agreement. The obligations of each of SPS, GreenPoint and Xxxxx Fargo hereunder to service and administer the Mortgage Loans shall be limited to the SPS Serviced Mortgage Loans, GreenPoint Serviced Mortgage Loans and Xxxxx Fargo Serviced Mortgage Loans, respectively; and with respect to the duties and obligations of each Servicer, references herein to related “Mortgage Loans” shall be limited to the SPS Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties) in the case of SPS, the GreenPoint Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties) in the case of GreenPoint, and the Xxxxx Fargo Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties) in the case of Xxxxx Fargo; and in no event shall any Servicer have any responsibility or liability with respect to any of the other Mortgage Loans. The obligations of the Master Servicer to master service and administer the Mortgage Loans shall be limited to the SPS Serviced Mortgage Loans, the GreenPoint Serviced Mortgage Loans, the Xxxxx Fargo Serviced Mortgage Loans and the Designated Mortgage Loans. In connection with such servicing and administration of the Non-Designated Mortgage Loans, the Master Servicer and each Servicer shall have full power and authority authority, acting alone and/or, with respect to any Servicer, through Subservicers as provided in Section 3.02 hereof, to do or cause to be done any and all things which that it may deem necessary or desirable in connection with such master servicing and administration. In performing its obligations hereunder, including but not limited to, the power and authority, subject to the terms hereof (i) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds and other Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that neither the Master Servicer nor any Servicer shall act take any action that is inconsistent with or prejudices the interests of the Trust Fund or the Certificateholders in a manner consistent with Accepted Master Servicing Practices. Furthermoreany Mortgage Loan or the rights and interests of the Depositor, the Master Servicer shall oversee and consult with Trustee, the Servicer as necessary from time-to-time to carry out Trust Administrator or the Master Servicer's obligations hereunder, shall receive, review and evaluate all reports, information and other data provided to the Master Servicer by the Servicer and shall cause the Servicer to perform and observe the covenants, obligations and conditions to be performed or observed by the Servicer Certificateholders under the applicable Servicing this Agreement. The Master Servicer and each Servicer shall independently represent and separately monitor protect the Servicer's servicing activities with respect to each related interests of the Trust Fund in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan, reconcile the results of such monitoring with such information provided in the previous sentence on a monthly basis and coordinate corrective adjustments to the Servicer's and Master Servicer's records, and based on such reconciled and corrected information, the Master Servicer shall provide such information to the Securities Administrator as shall be necessary in order for it to prepare the statements specified in Section 4.03, and prepare any other information and statements required to be forwarded by the Master Servicer hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Servicer to the Custodial Account pursuant to the applicable Servicing Agreement. The Trustee shall furnish the Servicer and the Master Servicer with any powers of attorney and other documents in form as provided to it necessary or appropriate to enable the Servicer and the Master Servicer to service and administer the related Mortgage Loans and REO Property. The Trustee shall provide access to the records and documentation in possession of the Trustee regarding the related Mortgage Loans and REO Property and the servicing thereof to the Certificateholders, the NIMS Insurer, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the Trustee; provided, however, that, unless otherwise required by law, the Trustee shall not be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee's actual costs. The Trustee shall execute and deliver to the Servicer and the Master Servicer any court pleadings, requests for trustee's sale make or other documents necessary or desirable to (i) the foreclosure or trustee's sale with respect to a Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note or Security Instrument; (iii) obtain a deficiency judgment against the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or Security Instrument or otherwise available at law or equity. (b) Consistent with the terms of this Agreement, the Master Servicer may waive, modify or vary any term of any Mortgage Loan or consent to the postponement of strict compliance with any such term or in any manner grant indulgence to any Mortgagor if such waiver, modification, postponement or indulgence is in conformity with the Accepted Servicing Practices; provided that, that the NIMs Insurer's prior written consent shall be required for permit any modification, waiver or amendment by the Master Servicer if the aggregate number of outstanding Mortgage Loans which have been modified, waived or amended exceeds 5% of the number of Mortgage Loans subject to the related Servicing Agreement, provided, however, that: (A) the Master Servicer shall not make future advances (except as provided in Section 4.03); (B) the Master Servicer shall not permit any modification with respect to any Mortgage Loan that which would change the Mortgage Rate, defer or forgive the payment of any principal or interest payments, reduce the outstanding Stated Principal Balance (except for reductions resulting from actual payments of principal) or extend the final maturity date on such Mortgage Loan (unless (i) the Mortgagor is in default with respect to the Mortgage Loan or (ii) such default is, in the judgment of the Master Servicer, reasonably foreseeable); and (C) the Master Servicer shall not consent to (i) partial releases of Mortgages, (ii) alterations, (iii) removal, demolition or division of properties subject to Mortgages, (iv) modification or (v) second mortgage subordination agreements with respect to any Mortgage Loan that would: (i) affect adversely the status of any REMIC as a REMIC,(ii) cause any REMIC to be subject to a tax on "prohibited transactions" or "contributions" pursuant to the REMIC Provisions, or (iii) both (x) effect an exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or Treasury regulations promulgated thereunder) and (y) cause any REMIC constituting part of the Trust Fund created hereunder to fail to qualify as a REMIC under the Code or result in the imposition of any tax on "prohibited transactions" under Section 860F(a) or "contributions" after the Startup Day under the REMIC Provisions. The provisions of this Section 3.01(b860G(d) shall apply to the exercise of such waiver, modification, postponement or indulgence rights by the Master Servicer in its capacity as such and shall not apply to the exercise of any similar rights by the Servicer, who shall instead by subject to the provisions of the Servicing AgreementCode. Such waiver, modification, postponement and indulgence rights Without limiting the generality of the Master Servicer set forth in this Section shall not be construed as a duty. (c) In the event of a Subservicer Termination Triggerforegoing, the Master Servicer shall enforce and each Servicer, in its own name or in the obligation name of the Depositor and the Trustee, is hereby authorized and empowered by the Depositor, the Trustee and the Trust Administrator, when the Master Servicer under the Servicing Agreements or such Servicer believes it appropriate in its reasonable judgment, to terminate the related Subservicers execute and to engage new Subservicers at the direction deliver, on behalf of the NIMS Insurer. (d) Trustee, the Trust Administrator, the Depositor, the Certificateholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to the Mortgage Loans, and with respect to the Mortgaged Properties held for the benefit of the Certificateholders. The Master Servicer and each Servicer shall enforce prepare and deliver to the obligation Depositor and/or the Trustee and/or the Trust Administrator such documents requiring execution and delivery by either or both of them as are necessary or appropriate to enable the Master Servicer or such Servicer to master servicer and administer or service and administer the Mortgage Loans, as applicable, to the extent that the Master Servicer or such Servicer is not permitted to execute and deliver such documents pursuant to the preceding sentence. Upon receipt of such documents, the Depositor and/or the Trustee or the Trust Administrator shall execute such documents and deliver them to the Master Servicer or such Servicer, as applicable. In accordance with the standards of the preceding paragraph and unless determined in good faith to be a Nonrecoverable Advance, each Servicer under shall advance or cause to be advanced funds, as necessary for the purpose of effecting the payment of taxes and assessments on the Mortgaged Properties related to Non-Designated Mortgage Loans, which advances constitute Servicing Agreements Advances and shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to waive Prepayment Charges Section 3.06, and further as provided in Section 3.08. In no event will any Servicer be required to make any Servicing Advance that would constitute a Nonrecoverable Advance. The costs incurred by a Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties related to Non-Designated Mortgage Loans and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders and the Class I-A-5 Insurer, be added to the Stated Principal Balances of the related Non-Designated Mortgage Loans, notwithstanding that the terms of such Non-Designated Mortgage Loans so permit. Each Servicer hereby acknowledges that, to the extent such Servicer has previously serviced some or all of the Non-Designated Mortgage Loans pursuant to another servicing agreement, the provisions contained in this Agreement shall supersede the provisions contained in such other servicing agreement from and after the Closing Date. In addition, the Master Servicer hereby acknowledges that, to the extent the Master Servicer or any Designated Servicer has previously serviced some or all of the Designated Mortgage Loans pursuant to another servicing agreement, the provisions contained in the related Designated Servicing Agreement shall supersede the provisions contained in such other servicing agreement from and after the Closing Date. The related Servicer will fully furnish, in accordance with the criteria therein Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to pay Equifax, Experian and Trans Union Credit Information Company, on a monthly basis. Each Servicer is authorized and empowered, on behalf of the amount Certificateholders and the Trustee, in its own name or in the name of any waived Prepayment ChargesSubservicer, when a Servicer or any Subservicer, as the case may be, believes it appropriate in its best judgment to register any related Mortgage Loan on the MERS® System, or cause the removal from the registration of such Mortgage Loan on the MERS® System, to execute and deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Trustee and its successors and assigns.

Administration and Servicing of Mortgage Loans. (a) The Master Servicer shall supervise, monitor and oversee the obligation of the Servicer to service and administer the Mortgage Loans in accordance with the terms of the related Servicing Agreement and shall have full power and authority to do any and all things which it may deem necessary or desirable in connection with such master servicing and administration. In performing its obligations hereunder, the Master Servicer shall act in a manner consistent with Accepted Master Servicing Practices. Furthermore, the Master Servicer shall oversee and consult with the Servicer as necessary from time-to-time to carry out the Master Servicer's obligations hereunder, shall receive, review and evaluate all reports, information and other data provided to the Master Servicer by the Servicer and shall cause the Servicer to perform and observe the covenants, obligations and conditions to be performed or observed by the Servicer under the applicable Servicing Agreement. The Master Servicer shall independently and separately monitor the Servicer's servicing activities with respect to each related Mortgage Loan, reconcile the results of such monitoring with such information provided in the previous sentence on a monthly basis and coordinate corrective adjustments to the Servicer's and Master Servicer's records, and based on such reconciled and corrected information, the Master Servicer shall provide such information to the Securities Administrator as shall be necessary in order for it to prepare the statements specified in Section 4.03, and prepare any other information and statements required to be forwarded by the Master Servicer hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Servicer to the Custodial Account pursuant to the applicable Servicing Agreement. The Trustee shall furnish the Servicer and the Master Servicer with any powers of attorney and other documents in form as provided to it necessary or appropriate to enable the Servicer and the Master Servicer to service and administer the related Mortgage Loans and REO Property. The Trustee shall provide access to the records and documentation in possession of the Trustee regarding the related Mortgage Loans and REO Property and the servicing thereof to the Certificateholders, the NIMS Insurer, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the Trustee; provided, however, that, unless otherwise required by law, the Trustee shall not be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee's actual costs. The Trustee shall execute and deliver to the Servicer and the Master Servicer any court pleadings, requests for trustee's sale or other documents necessary or desirable to (i) the foreclosure or trustee's sale with respect to a Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note or Security Instrument; (iii) obtain a deficiency judgment against the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or Security Instrument or otherwise available at law or equity. (b) Consistent with the terms of this Agreement, the Master Servicer may waive, modify or vary any term of any Mortgage Loan or consent to the postponement of strict compliance with any such term or in any manner grant indulgence to any Mortgagor if such waiver, modification, postponement or indulgence is in conformity with the Accepted Servicing Practices; provided that, that the NIMs Insurer's prior written consent shall be required for any modification, waiver or amendment by the Master Servicer if the aggregate number of outstanding Mortgage Loans which have been modified, waived or amended exceeds 5% of the number of Mortgage Loans subject to the related Servicing Agreement, provided, however, that: (A) the Master Servicer shall not make future advances (except as provided in Section 4.03); (B) the Master Servicer shall not permit any modification with respect to any Mortgage Loan that would change the Mortgage Rate, defer or forgive the payment of any principal or interest payments, reduce the outstanding Stated Principal Balance (except for reductions resulting from actual payments of principal) or extend the final maturity date on such Mortgage Loan (unless (i) the Mortgagor is in default with respect to the Mortgage Loan or (ii) such default is, in the judgment of the Master Servicer, reasonably foreseeable); and (C) the Master Servicer shall not consent to (i) partial releases of Mortgages, (ii) alterations, (iii) removal, demolition or division of properties subject to Mortgages, (iv) modification or (v) second mortgage subordination agreements with respect to any Mortgage Loan that would: (i) affect adversely the status of any REMIC as a REMIC,(ii) cause any REMIC to be subject to a tax on "prohibited transactions" or "contributions" pursuant to the REMIC Provisions, or (iii) both (x) effect an exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or Treasury regulations promulgated thereunder) and (y) cause any REMIC constituting part of the Trust Fund to fail to qualify as a REMIC under the Code or the imposition of any tax on "prohibited transactions" or "contributions" after the Startup Day under the REMIC Provisions. The provisions of this Section 3.01(b) shall apply to the exercise of such waiver, modification, postponement or indulgence rights by the Master Servicer in its capacity as such and shall not apply to the exercise of any similar rights by the Servicer, who shall instead by subject to the provisions of the Servicing Agreement. Such waiver, modification, postponement and indulgence rights of the Master Servicer set forth in this Section shall not be construed as a duty. (c) In the event of a Subservicer Termination Trigger, the Master Servicer shall enforce the obligation of the Servicer under the Servicing Agreements to terminate the related Subservicers and to engage new Subservicers at the direction of the NIMS Insurer. (d) The Master Servicer shall enforce the obligation of the Servicer under the Servicing Agreements to waive Prepayment Charges in accordance with the criteria therein and to pay the amount of any waived Prepayment Charges.

Administration and Servicing of Mortgage Loans. Section 3.01 Master Servicer to Act as Servicer. (See Section 3.01 of the Standard Terms) Section 3.02 Subservicing Agreements Between Master Servicer and Subservicers; Enforcement of Subservicers' and Sellers' Obligations. (a) The Master Servicer shall supervisemay continue in effect Subservicing Agreements entered into by Residential Funding and Subservicers prior to the execution and delivery of this Agreement, monitor and oversee may enter into new Subservicing Agreements with Subservicers, for the obligation servicing and administration of all or some of the Servicer Mortgage Loans. Each Subservicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans, and in either case shall be authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated, if and administer to the extent required by applicable law to enable the Subservicer to perform its obligations hereunder and under the Subservicing Agreement, and in either case shall be a Freddie Mac, Fannie Mae or HUD approved mortgaxx xxrxxxer. In addition, any Subservicer of a Mortgage Loans Loan insured by the FHA must be an FHA-approved servicer, and any Subservicer of a Mortgage Loan guaranteed by the VA must be a VA-approved servicer. Each Subservicer of a Mortgage Loan shall be entitled to receive and retain, as provided in accordance with the terms of the related Servicing Subservicing Agreement and shall have full power and authority in Section 3.07, the related Subservicing Fee from payments of interest received on such Mortgage Loan after payment of all amounts required to do be remitted to the Master Servicer in respect of such Mortgage Loan. For any and all things which it may deem necessary or desirable in connection with such master servicing and administration. In performing its obligations hereunderMortgage Loan that is a Nonsubserviced Mortgage Loan, the Master Servicer shall act be entitled to receive and retain an amount equal to the Subservicing Fee from payments of interest. Unless the context otherwise requires, references in a manner consistent with Accepted Master Servicing Practices. Furthermore, this Agreement to actions taken or to be taken by the Master Servicer shall oversee and consult with in servicing the Servicer as necessary from time-to-time Mortgage Loans include actions taken or to carry out be taken by a Subservicer on behalf of the Master Servicer's obligations hereunder. Each Subservicing Agreement will be upon such terms and conditions as are generally required by, shall receive, review permitted by or consistent with the Program Guide and evaluate all reports, information are not inconsistent with this Agreement and other data provided to as the Master Servicer by and the Subservicer have agreed; provided that, the Subservicing Agreement between the Master Servicer and shall cause the Servicer to perform and observe the covenantsWells Fargo, obligations if any, will be upox xxxh terms and conditions as are consistent with this Agreement and as the Master Servicer and the Subservicer have agreed, which may not be consistent with the Program Guide. With the approval of the Master Servicer, a Subservicer may delegate its servicing obligations to be performed or observed by the Servicer third-party servicers, but such Subservicer will remain obligated under the applicable Servicing related Subservicing Agreement. The Master Servicer shall independently and separately monitor a Subservicer may enter into amendments thereto or a different form of Subservicing Agreement, and the Servicer's servicing activities with respect form referred to each related Mortgage Loan, reconcile the results of such monitoring with such information provided or included in the previous sentence on a monthly basis and coordinate corrective adjustments to the Servicer's and Master Servicer's records, and based on such reconciled and corrected information, the Master Servicer shall provide such information to the Securities Administrator as shall be necessary in order Program Guide is merely provided for it to prepare the statements specified in Section 4.03, and prepare any other information and statements required shall not be deemed to be forwarded by limit in any respect the Master Servicer hereunder. The Master Servicer shall reconcile the results discretion of its Mortgage Loan monitoring with the actual remittances of the Servicer to the Custodial Account pursuant to the applicable Servicing Agreement. The Trustee shall furnish the Servicer and the Master Servicer with any powers of attorney and other documents in form as provided to it necessary or appropriate to enable the Servicer and the Master Servicer to service and administer the related Mortgage Loans and REO Property. The Trustee shall provide access to the records and documentation in possession of the Trustee regarding the related Mortgage Loans and REO Property and the servicing thereof to the Certificateholders, the NIMS Insurer, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the Trusteemodify or enter into different Subservicing Agreements; provided, however, that, unless otherwise required by law, the Trustee that any such amendments or different forms shall be consistent with and not be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy provisions of any Mortgagoreither this Agreement or the Program Guide in a manner which would materially and adversely affect the interests of the Certificateholders. The Trustee shall allow representatives of the above entities to photocopy Program Guide and any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee's actual costs. The Trustee shall execute and deliver to the Servicer and other Subservicing Agreement entered into between the Master Servicer and any court pleadings, requests for trustee's sale or other documents necessary or desirable Subservicer shall require the Subservicer to (i) accurately and fully report its borrower credit files to each of the foreclosure or trustee's sale with respect to Credit Repositories in a Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note or Security Instrument; (iii) obtain a deficiency judgment against the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or Security Instrument or otherwise available at law or equitytimely manner. (b) Consistent with the terms of this Agreement, the Master Servicer may waive, modify or vary any term of any Mortgage Loan or consent to the postponement of strict compliance with any such term or in any manner grant indulgence to any Mortgagor if such waiver, modification, postponement or indulgence is in conformity with the Accepted Servicing Practices; provided that, that the NIMs Insurer's prior written consent shall be required for any modification, waiver or amendment by the Master Servicer if the aggregate number of outstanding Mortgage Loans which have been modified, waived or amended exceeds 5% (See Section 3.02(b) of the number of Mortgage Loans subject to the related Servicing Agreement, provided, however, that: (A) the Master Servicer shall not make future advances (except as provided in Section 4.03Standard Terms); (B) the Master Servicer shall not permit any modification with respect to any Mortgage Loan that would change the Mortgage Rate, defer or forgive the payment of any principal or interest payments, reduce the outstanding Stated Principal Balance (except for reductions resulting from actual payments of principal) or extend the final maturity date on such Mortgage Loan (unless (i) the Mortgagor is in default with respect to the Mortgage Loan or (ii) such default is, in the judgment of the Master Servicer, reasonably foreseeable); and (C) the Master Servicer shall not consent to (i) partial releases of Mortgages, (ii) alterations, (iii) removal, demolition or division of properties subject to Mortgages, (iv) modification or (v) second mortgage subordination agreements with respect to any Mortgage Loan that would: (i) affect adversely the status of any REMIC as a REMIC,(ii) cause any REMIC to be subject to a tax on "prohibited transactions" or "contributions" pursuant to the REMIC Provisions, or (iii) both (x) effect an exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or Treasury regulations promulgated thereunder) and (y) cause any REMIC constituting part of the Trust Fund to fail to qualify as a REMIC under the Code or the imposition of any tax on "prohibited transactions" or "contributions" after the Startup Day under the REMIC Provisions. The provisions of this Section 3.01(b) shall apply to the exercise of such waiver, modification, postponement or indulgence rights by the Master Servicer in its capacity as such and shall not apply to the exercise of any similar rights by the Servicer, who shall instead by subject to the provisions of the Servicing Agreement. Such waiver, modification, postponement and indulgence rights of the Master Servicer set forth in this Section shall not be construed as a duty. (c) In the event of a Subservicer Termination Trigger, the Master Servicer shall enforce the obligation of the Servicer under the Servicing Agreements to terminate the related Subservicers and to engage new Subservicers at the direction of the NIMS Insurer. (d) The Master Servicer shall enforce the obligation of the Servicer under the Servicing Agreements to waive Prepayment Charges in accordance with the criteria therein and to pay the amount of any waived Prepayment Charges.

Administration and Servicing of Mortgage Loans. (a) The Master Servicer shall supervise, monitor and oversee the obligation of the Servicer to service and administer the Mortgage Loans in accordance with the terms of the related Servicing Agreement and shall have full power and authority to do any and all things which it may deem necessary or desirable in connection with such master servicing and administration. In performing its obligations hereunder, the Master Servicer shall act in a manner consistent with Accepted Master Servicing Practices. Furthermore, the Master Servicer shall oversee and consult with the Servicer as necessary from time-to-time to carry out the Master Servicer's ’s obligations hereunder, shall receive, review and evaluate all reports, information and other data provided to the Master Servicer by the Servicer and shall cause the Servicer to perform and observe the covenants, obligations and conditions to be performed or observed by the Servicer under the applicable Servicing Agreement. The Master Servicer shall independently and separately monitor the Servicer's ’s servicing activities with respect to each related Mortgage Loan, reconcile the results of such monitoring with such information provided in the previous sentence on a monthly basis and coordinate corrective adjustments to the Servicer's ’s and Master Servicer's ’s records, and based on such reconciled and corrected information, the Master Servicer shall provide such information to the Securities Administrator Trustee as shall be necessary in order for it to prepare the statements specified in Section 4.03, and prepare any other information and statements required to be forwarded by the Master Servicer hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Servicer to the Custodial Certificate Account pursuant to the applicable Servicing Agreement. The Trustee shall furnish the Servicer and the Master Servicer with any powers a separate power of attorney in the standard form used by the Trustee (such form available upon request) to the extent necessary and other documents in form as provided to it necessary or appropriate to enable the Servicer and the Master Servicer to service and administer the related Mortgage Loans and REO Property. The Trustee shall not be liable for the actions of any Servicer or the Master Servicer under such powers of attorney. The Trustee shall provide access to the records and documentation in possession of the Trustee regarding the related Mortgage Loans and REO Property and the servicing thereof to the Certificateholders, the NIMS Insurer, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the Trustee; provided, however, that, unless otherwise required by law, the Trustee shall not be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee's ’s actual costs. The Trustee shall execute and deliver to the Servicer and the Master Servicer any court pleadings, requests for trustee's ’s sale or other documents necessary or desirable to (i) the foreclosure or trustee's ’s sale with respect to a Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note or Security Instrumentsecurity instrument; (iii) obtain a deficiency judgment against the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or Security Instrument security instrument or otherwise available at law or equity. (b) Consistent with the terms of this Agreement, the Master Servicer may waive, modify or vary any term of any Mortgage Loan or consent to the postponement of strict compliance with any such term or in any manner grant indulgence to any Mortgagor if such waiver, modification, postponement or indulgence is in conformity with the Accepted Servicing Practices; provided that, that the NIMs Insurer's prior written consent shall be required for any modification, waiver or amendment by the Master Servicer if the aggregate number of outstanding Mortgage Loans which have been modified, waived or amended exceeds 5% of the number of Mortgage Loans subject to the related Servicing Agreement, provided, however, that: (A) the Master Servicer shall not make future advances (except as provided in Section 4.03); (B) the Master Servicer shall not permit any modification with respect to any Mortgage Loan that would change the Mortgage Rate, defer or forgive the payment of any principal or interest payments, reduce the outstanding Stated Principal Balance (except for reductions resulting from actual payments of principal) or extend the final maturity date on such Mortgage Loan (unless (i) the Mortgagor is in default with respect to the Mortgage Loan or (ii) such default is, in the judgment of the Master Servicer, reasonably foreseeable); and (C) the Master Servicer shall not consent to (i) partial releases of Mortgages, (ii) alterations, (iii) removal, demolition or division of properties subject to Mortgages, (iv) modification or (v) second mortgage subordination agreements with respect to any Mortgage Loan that would: (i) affect adversely the status of any REMIC as a REMIC,(ii) cause any REMIC to be subject to a tax on "“prohibited transactions" ” or "“contributions" ” pursuant to the REMIC Provisions, or (iii) both (x) effect an exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or Treasury regulations promulgated thereunder) and (y) cause any REMIC constituting part of the Trust Fund to fail to qualify as a REMIC under the Code or the imposition of any tax on "“prohibited transactions" ” or "“contributions" ” after the Startup Day under the REMIC Provisions. The provisions of this Section 3.01(b) shall apply to the exercise of such waiver, modification, postponement or indulgence rights by the Master Servicer in its capacity as such and shall not apply to the exercise of any similar rights by the Servicer, who shall instead by be subject to the provisions of the Servicing Agreement. Such waiver, modification, postponement and indulgence rights of the Master Servicer set forth in this Section shall not be construed as a duty. (c) In the event of a Subservicer Termination Trigger, the Master Servicer shall enforce the obligation of the Servicer under the Servicing Agreements to terminate the related Subservicers and to engage new Subservicers at the direction of the NIMS Insurer. (d) The Master Servicer shall enforce the obligation of the Servicer under the Servicing Agreements to waive Agreement in connection with the waiver of Prepayment Charges in accordance with the criteria therein and to pay the amount of any waived Prepayment Charges.

Administration and Servicing of Mortgage Loans. (a) The Master Servicer shall supervise, monitor and oversee the obligation of the Servicer to service and administer the Mortgage Loans in accordance with the terms of the related Servicing Agreement and shall have full power and authority to do any and all things which it may deem necessary or desirable in connection with such master servicing and administration. In performing its obligations hereunder, the Master Servicer shall act in a manner consistent with Accepted Master Servicing Practices. Furthermore, the Master Servicer shall oversee and consult with the Servicer as necessary from time-to-time to carry out the Master Servicer's ’s obligations hereunder, shall receive, review and evaluate all reports, information and other data provided to the Master Servicer by the Servicer and shall cause the Servicer to perform and observe the covenants, obligations and conditions to be performed or observed by the Servicer under the applicable Servicing Agreement. The Master Servicer shall independently and separately monitor the Servicer's ’s servicing activities with respect to each related Mortgage Loan, reconcile the results of such monitoring with such information provided in the previous sentence on a monthly basis and coordinate corrective adjustments to the Servicer's ’s and Master Servicer's ’s records, and based on such reconciled and corrected information, the Master Servicer shall provide such information to the Securities Administrator as shall be necessary in order for it to prepare the statements specified in Section 4.03, and prepare any other information and statements required to be forwarded by the Master Servicer hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Servicer to the Custodial Account pursuant to the applicable Servicing Agreement. The Trustee shall furnish the Servicer and the Master Servicer with any powers of attorney and other documents in form as provided to it necessary or appropriate to enable the Servicer and the Master Servicer to service and administer the related Mortgage Loans and REO Property. The Trustee shall provide access to the records and documentation in possession of the Trustee regarding the related Mortgage Loans and REO Property and the servicing thereof to the Certificateholders, the NIMS Insurer, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the Trustee; provided, however, that, unless otherwise required by law, the Trustee shall not be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee's ’s actual costs. The Trustee shall execute and deliver to the Servicer and the Master Servicer any court pleadings, requests for trustee's ’s sale or other documents necessary or desirable to (i) the foreclosure or trustee's ’s sale with respect to a Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note or Security Instrument; (iii) obtain a deficiency judgment against the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or Security Instrument or otherwise available at law or equity. (b) Consistent with the terms of this Agreement, the Master Servicer may waive, modify or vary any term of any Mortgage Loan or consent to the postponement of strict compliance with any such term or in any manner grant indulgence to any Mortgagor if such waiver, modification, postponement or indulgence is in conformity with the Accepted Servicing Practices; provided that, that the NIMs Insurer's prior written consent shall be required for any modification, waiver or amendment by the Master Servicer if the aggregate number of outstanding Mortgage Loans which have been modified, waived or amended exceeds 5% of the number of Mortgage Loans subject to the related Servicing Agreement, provided, however, that: (A) the Master Servicer shall not make future advances (except as provided in Section 4.03); (B) the Master Servicer shall not permit any modification with respect to any Mortgage Loan that would change the Mortgage Rate, defer or forgive the payment of any principal or interest payments, reduce the outstanding Stated Principal Balance (except for reductions resulting from actual payments of principal) or extend the final maturity date on such Mortgage Loan (unless (i) the Mortgagor is in default with respect to the Mortgage Loan or (ii) such default is, in the judgment of the Master Servicer, reasonably foreseeable); and (C) the Master Servicer shall not consent to (i) partial releases of Mortgages, (ii) alterations, (iii) removal, demolition or division of properties subject to Mortgages, (iv) modification or (v) second mortgage subordination agreements with respect to any Mortgage Loan that would: (i) affect adversely the status of any REMIC as a REMIC,(iiREMIC, (ii) cause any REMIC to be subject to a tax on "“prohibited transactions" ” or "“contributions" ” pursuant to the REMIC Provisions, or (iii) both (x) effect an exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or Treasury regulations promulgated thereunder) and (y) cause any REMIC constituting part of the Trust Fund to fail to qualify as a REMIC under the Code or the imposition of any tax on "“prohibited transactions" ” or "“contributions" ” after the Startup Day under the REMIC Provisions. The provisions of this Section 3.01(b) shall apply to the exercise of such waiver, modification, postponement or indulgence rights by the Master Servicer in its capacity as such and shall not apply to the exercise of any similar rights by the Servicer, who shall instead by subject to the provisions of the Servicing Agreement. Such waiver, modification, postponement and indulgence rights of the Master Servicer set forth in this Section shall not be construed as a duty. (c) In the event of a Subservicer Termination Trigger, the Master Servicer shall enforce the obligation of the Servicer under the Servicing Agreements to terminate the related Subservicers and to engage new Subservicers at the direction of the NIMS Insurer. (d) The Master Servicer shall enforce the obligation of the Servicer under the Servicing Agreements to waive Agreement in connection with the waiver of Prepayment Charges in accordance with the criteria therein and to pay the amount of any waived Prepayment Charges.

Administration and Servicing of Mortgage Loans. (a) The Master Servicer shall supervise, monitor and oversee the obligation of the Servicer to service and administer the Mortgage Loans in accordance with the terms of the related Servicing Agreement and shall have full power and authority to do any and all things which it may deem necessary or desirable in connection with such master servicing and administration. In performing its obligations hereunder, the Master Servicer shall act in a manner consistent with Accepted Master Servicing Practices. Furthermore, the Master Servicer shall oversee and consult with the Servicer as necessary from time-to-time to carry out the Master Servicer's ’s obligations hereunder, shall receive, review and evaluate all reports, information and other data provided to the Master Servicer by the Servicer and shall cause the Servicer to perform and observe the covenants, obligations and conditions to be performed or observed by the Servicer under the applicable Servicing Agreement. The Master Servicer shall independently and separately monitor the Servicer's ’s servicing activities with respect to each related Mortgage Loan, reconcile the results of such monitoring with such information provided in the previous sentence on a monthly basis and coordinate corrective adjustments to the Servicer's ’s and Master Servicer's ’s records, and based on such reconciled and corrected information, the Master Servicer shall provide such information to the Securities Administrator as shall be necessary in order for it to prepare the statements specified in Section 4.03, and prepare any other information and statements required to be forwarded by the Master Servicer hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Servicer to the Custodial Distribution Account pursuant to the applicable Servicing Agreement. In addition to the foregoing, in connection with a modification of any Mortgage Loan by the Servicer, if the Master Servicer is unable to enforce the obligations of the Servicer with respect to such modification, the Master Servicer shall notify the Depositor of such Servicer’s failure to comply with the terms of the Servicing Agreement or this Agreement. If the Servicing Agreement requires the approval of the Master Servicer for a modification to a Mortgage Loan, the Master Servicer shall approve such modification if, based upon its receipt of written notification from the Servicer outlining the terms of such modification and appropriate supporting documentation, the Master Servicer determines that the modification is permitted under the terms of the Servicing Agreement and that any conditions to such modification set forth in the Servicing Agreement have been satisfied. Furthermore, if the Servicing Agreement requires the oversight and monitoring of loss mitigation measures with respect to the related Mortgage Loans, the Master Servicer will monitor any loss mitigation procedure or recovery action related to a defaulted Mortgage Loan (to the extent it receives notice of such from the Servicer) and confirm that such loss mitigation procedure or recovery action is initiated, conducted and concluded in accordance with any timeframes and any other requirements set forth in the Servicing Agreement, and the Master Servicer shall notify the Depositor in any case in which the Master Servicer believes that the Servicer is not complying with such timeframes and/or other requirements. The Trustee shall furnish the Servicer and the Master Servicer with any powers a separate power of attorney in the standard form used by the Trustee in the form of Exhibit R to the extent necessary and other documents in form as provided to it necessary or appropriate to enable the Servicer and the Master Servicer to service and administer the related Mortgage Loans and REO Property. The Trustee shall not be liable for the actions of any Servicer or the Master Servicer under such powers of attorney. The Trustee shall provide access to the records and documentation in possession of the Trustee regarding the related Mortgage Loans and REO Property and the servicing thereof to the Certificateholders, the NIMS InsurerCredit Enhancer, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the Trustee; provided, however, that, unless otherwise required by law, the Trustee shall not be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee's ’s actual costs. The Trustee shall execute and deliver to the Servicer and the Master Servicer any court pleadings, requests for trustee's ’s sale or other documents necessary or desirable to (i) the foreclosure or trustee's ’s sale with respect to a Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note or Security Instrumentsecurity instrument; (iii) obtain a deficiency judgment against the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or Security Instrument security instrument or otherwise available at law or equity. (b) Consistent with the terms of this Agreement, the Master Servicer may waive, modify or vary any term of any Mortgage Loan or consent to the postponement of strict compliance with any such term or in any manner grant indulgence to any Mortgagor if such waiver, modification, postponement or indulgence is in conformity with the Accepted Servicing Practices; provided that, that the NIMs Insurer's prior written consent shall be required for any modification, waiver or amendment by the Master Servicer if the aggregate number of outstanding Mortgage Loans which have been modified, waived or amended exceeds 5% of the number of Mortgage Loans subject to the related Servicing Agreement, provided, however, that: (A) the Master Servicer shall not make future advances (except as provided in Section 4.03); (B) the Master Servicer shall not permit any modification with respect to any Mortgage Loan that would change the Mortgage Rate, defer or forgive the payment of any principal or interest payments, reduce the outstanding Stated Principal Balance (except for reductions resulting from actual payments of principal) or extend the final maturity date on such Mortgage Loan (unless (i) the Mortgagor is in default with respect to the Mortgage Loan or (ii) such default is, in the judgment of the Master Servicer, reasonably foreseeable); and (C) the Master Servicer shall not consent to (i) partial releases of Mortgages, (ii) alterations, (iii) removal, demolition or division of properties subject to Mortgages, (iv) modification or (v) second mortgage subordination agreements with respect to any Mortgage Loan that would: (i) affect adversely the status of any REMIC as a REMIC,(ii) cause any REMIC to be subject to a tax on "“prohibited transactions" ” or "“contributions" ” pursuant to the REMIC Provisions, or (iii) both (x) effect an exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or Treasury regulations promulgated thereunder) and (y) cause any REMIC constituting part of the Trust Fund to fail to qualify as a REMIC under the Code or the imposition of any tax on "“prohibited transactions" ” or "“contributions" ” after the Startup Day under the REMIC Provisions. The provisions of this Section 3.01(b) shall apply to the exercise of such waiver, modification, postponement or indulgence rights by the Master Servicer in its capacity as such and shall not apply to the exercise of any similar rights by the Servicer, who shall instead by be subject to the provisions of the Servicing Agreement. Such waiver, modification, postponement and indulgence rights of the Master Servicer set forth in this Section shall not be construed as a duty. (c) In the event of a Subservicer Termination Trigger, the Master Servicer shall enforce the obligation of the Servicer under the Servicing Agreements to terminate the related Subservicers and to engage new Subservicers at the direction of the NIMS Insurer. (d) The Master Servicer shall enforce the obligation of the Servicer under the Servicing Agreements to waive Agreement in connection with the waiver of Prepayment Charges in accordance with the criteria therein and to pay the amount of any waived Prepayment Charges.

Administration and Servicing of Mortgage Loans. (a) The Master Servicer shall supervise, monitor and oversee the obligation BY THE MASTER SERVICER Section 9.01 Duties of the Servicer to service and administer the Mortgage Loans in accordance with the terms of the related Servicing Agreement and shall have full power and authority to do any and all things which it may deem necessary or desirable in connection with such master servicing and administration. In performing its obligations hereunder, the Master Servicer shall act in a manner consistent with Accepted Master Servicing Practices. Furthermore, the Master Servicer shall oversee and consult with the Servicer as necessary from time-to-time to carry out the Master Servicer's obligations hereunder, shall receive, review and evaluate all reports, information and other data provided to the Master Servicer by the Servicer and shall cause the Servicer to perform and observe the covenants, obligations and conditions to be performed or observed by the Servicer under the applicable Servicing Agreement. The Master Servicer shall independently and separately monitor the Servicer's servicing activities with respect to each related Mortgage Loan, reconcile the results ; Enforcement of such monitoring with such information provided in the previous sentence on a monthly basis and coordinate corrective adjustments to the Servicer's and Master Servicer's recordsObligations. (a) The Master Servicer, on behalf of the Trustee, the Depositor and the Certificateholders shall, from and after the Closing Date, monitor the performance of the Servicers under the Servicing Agreements, and based on such reconciled shall use its reasonable good faith efforts to cause the Servicers duly and corrected informationpunctually to perform all of their duties and obligations thereunder. Upon the occurrence of a default of which an Authorized Officer of the Master Servicer has actual knowledge under a Servicing Agreement, the Master Servicer shall provide promptly notify the Trustee thereof, and shall specify in such information notice the action, if any, the Master Servicer is taking in respect of such default. So long as any such default shall be continuing, the Master Servicer, or if such Servicer is Xxxxx Fargo, the Trustee, may, and shall if it determines such action to be in the best interests of Certificateholders, (i) terminate all of the rights and powers of such Servicer pursuant to the Securities Administrator applicable provisions of the Servicing Agreement; (ii) exercise any rights it may have to enforce the Servicing Agreement against such Servicer; and/or (iii) waive any such default under the Servicing Agreement or take any other action with respect to such default as is permitted thereunder. In addition, under the Servicing Agreements, the Master Servicer shall be necessary obligated to perform (as agent on behalf of the Depositor) with respect to the Mortgage Loans, certain of the Depositor’s default administration obligations hereunder and under the Servicing Agreements. Notwithstanding any provision of this Agreement or any Servicing Agreement to the contrary, the Master Servicer shall have no duty or obligation to supervise, monitor or oversee the activities of, or to enforce the obligations of, any Servicer under its Servicing Agreement with respect to any Additional Collateral or any Limited Purpose Surety Bond relating thereto, including, without limitation, the collection of any amounts owing to the Trust Fund in order for respect thereof (unless and until the Master Servicer shall have assumed the obligations of such Servicer as successor servicer under the related Servicing Agreement pursuant to this Section 9.01, in which case, as successor servicer, it shall be bound to prepare serve and administer the statements specified Additional Collateral and any related Limited Purpose Surety Bond in Section 4.03, and prepare accordance with the provisions of such Servicing Agreement). (b) Upon any other information and statements required to be forwarded termination by the Master Servicer hereunder. The Master Servicer shall reconcile of a Servicer’s rights and powers pursuant to its Servicing Agreement, the results of its Mortgage Loan monitoring with the actual remittances rights and powers of the Servicer with respect to the Custodial Account pursuant to Mortgage Loans shall vest in the applicable Servicing Agreement. The Trustee shall furnish the Master Servicer and the Master Servicer shall be the successor in all respects to such Servicer in its capacity as Servicer with any powers of attorney and other documents in form as provided respect to it necessary such Mortgage Loans under the related Servicing Agreement, unless or appropriate to enable the Servicer and until the Master Servicer to service and administer shall have appointed, with the related Mortgage Loans and REO Property. The Trustee shall provide access to the records and documentation in possession consent of the Trustee regarding the related Mortgage Loans and REO Property and the servicing thereof Rating Agencies, such consent not to be unreasonably withheld, and in accordance with the applicable provisions of the Servicing Agreement, a new Xxxxxx Xxx- or FHLMC-approved Person that is a member in good standing of MERS to serve as successor to the Certificateholders, the NIMS Insurer, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the TrusteeServicer; provided, however, thatthat no Trustee consent or Rating Agency approval shall be required if the successor servicer is a Person that was a Servicer on the Closing Date; provided, further, that it is understood and agreed by the parties hereto that there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to a successor servicer (including the Master Servicer). With such consent, the Master Servicer may elect to continue to serve as successor servicer under the Servicing Agreement. Upon appointment of a successor servicer, as authorized under this Section 9.01(b), unless otherwise required by lawthe successor servicer shall have assumed the obligation of the terminated Servicer under such Servicing Agreement, the Master Servicer, the Trustee and such successor servicer shall enter into a servicing agreement in a form substantially similar to the affected Servicing Agreement. In connection with any such appointment, the Master Servicer may make such arrangements for the compensation of such successor as it and such successor shall agree, but in no event shall such compensation of any successor servicer (including the Master Servicer) be in excess of that payable to the Servicer under the affected Servicing Agreement. The Master Servicer, or if such Servicer is Xxxxx Fargo, the Trustee, shall pay the costs of such enforcement (including the termination of any Servicer, the appointment of a successor servicer or the transfer and assumption of the servicing by the Master Servicer) at its own expense and shall be reimbursed therefor initially (i) by the terminated Servicer, (ii) from a general recovery resulting from such enforcement only to the extent, if any, that such recovery exceeds all amounts due in respect of the related Mortgage Loans, (iii) from a specific recovery of costs, expenses or attorney’s fees against the party against whom such enforcement is directed, or (iv) to the extent that such amounts described in (i)-(iii) above are insufficient to reimburse the Master Servicer for such costs of enforcement, from the Trust Fund, as provided in Section 9.04. If the Master Servicer assumes the servicing with respect to any of the Mortgage Loans, it will not assume liability for the representations and warranties of any Servicer it replaces or for the errors or omissions of such Servicer. (c) Upon any termination of a Servicer’s rights and powers pursuant to its Servicing Agreement, the Master Servicer shall promptly notify the Trustee and the Rating Agencies, specifying in such notice that the Master Servicer or any successor servicer, as the case may be, has succeeded the Servicer under the Servicing Agreement, which notice shall also specify the name and address of any such successor servicer. (d) Unless otherwise specified herein, the provisions of Section 9.01(b) (relating to the Xxxxxx Xxx- and Xxxxxxx Mac- approval and MERS membership of any successor servicer, the form of any servicing agreement to be entered into by such successor servicer and the amount of compensation payable thereunder) and the provisions of Section 9.01(c) (relating to notices to the Trustee, the Securities Administrator and the Rating Agencies) shall apply to any proposed transfer or assignment by the Seller of its rights under any Servicing Agreement or of the servicing thereunder or delegation of its rights or duties thereunder or any portion thereof to any other Person other than the initial Servicer under such Servicing Agreement; provided that the Seller shall not be required to provide access prior notice to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee's actual costs. The Trustee shall execute and deliver to the Servicer and anyone other than the Master Servicer of any court pleadings, requests for trustee's sale or other documents necessary or desirable transfer of servicing that occurs within four months following the Closing Date to (i) the foreclosure or trustee's sale with respect to an entity that is a Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor Servicer on the Mortgage Note or Security Instrument; (iii) obtain a deficiency judgment against Closing Date. In addition, neither the Mortgagor; or (iv) enforce any other rights or remedies provided by Depositor nor the Mortgage Note or Security Instrument or otherwise available at law or equity. (b) Consistent with the terms of this Agreement, the Master Servicer may waive, modify or vary any term of any Mortgage Loan or Trustee shall consent to the postponement assignment by any Servicer of strict compliance with any such term or in any manner grant indulgence Servicer’s rights and obligations under the Servicing Agreement to any Mortgagor if such waiver, modification, postponement or indulgence is in conformity with a successor servicer other than a Person that was a Servicer on the Accepted Servicing Practices; provided that, that Closing Date without the NIMs Insurer's prior written consent shall be required for any modification, waiver or amendment by the Master Servicer if the aggregate number of outstanding Mortgage Loans which have been modified, waived or amended exceeds 5% of the number of Mortgage Loans subject to the related Servicing Agreement, provided, however, that: (A) the Master Servicer shall not make future advances (except as provided in Section 4.03); (B) the Master Servicer shall not permit any modification with respect to any Mortgage Loan that would change the Mortgage Rate, defer or forgive the payment of any principal or interest payments, reduce the outstanding Stated Principal Balance (except for reductions resulting from actual payments of principal) or extend the final maturity date on such Mortgage Loan (unless (i) the Mortgagor is in default with respect to the Mortgage Loan or (ii) such default is, in the judgment of the Master Servicer, reasonably foreseeablewhich consent shall not be unreasonably withheld. In connection with any transfer of servicing (whether to another initial Servicer, or otherwise), the Seller shall, at its cost and expense, take such steps, or cause the terminated Servicer to take such steps, as may be necessary or appropriate to effectuate and evidence the transfer of the servicing of the Mortgage Loans to such successor servicer, including, but not limited to, the following: (A) to the extent required by the terms of the Mortgage Loans and by applicable federal and state laws and regulations, the Seller shall cause the prior Servicer to timely mail to each obligor under a Mortgage Loan any required notices or disclosures describing the transfer of servicing of the Mortgage Loans to the successor servicer; and (B) prior to the effective date of such transfer of servicing, the Seller shall cause the prior Servicer to transmit to any related insurer notification of such transfer of servicing; (C) the Master Servicer shall not consent to (i) partial releases of Mortgages, (ii) alterations, (iii) removal, demolition on or division of properties subject to Mortgages, (iv) modification or (v) second mortgage subordination agreements with respect to any Mortgage Loan that would: (i) affect adversely the status of any REMIC as a REMIC,(ii) cause any REMIC to be subject to a tax on "prohibited transactions" or "contributions" pursuant prior to the REMIC Provisions, or (iii) both (x) effect an exchange or reissuance effective date of such transfer of servicing, the Seller shall cause the prior Servicer to deliver to the successor servicer all Mortgage Loan under Section 1001 Documents and any related records or materials; (D) on or prior to the effective date of such transfer of servicing, the Seller shall cause the prior Servicer to transfer to the successor servicer all funds held by the prior Servicer in respect of the Code Mortgage Loans; (E) on or Treasury regulations promulgated thereunder) and (y) prior to the effective date of such transfer of servicing, the Seller shall cause any REMIC constituting part the prior Servicer to, after the effective date of the Trust Fund to fail to qualify as a REMIC under the Code or the imposition transfer of any tax on "prohibited transactions" or "contributions" after the Startup Day under the REMIC Provisions. The provisions of this Section 3.01(b) shall apply servicing to the exercise successor servicer, continue to forward to such successor servicer, within one Business Day of such waiverreceipt, modification, postponement or indulgence rights by the Master Servicer in its capacity as such and shall not apply to the exercise of any similar rights by the Servicer, who shall instead by subject to the provisions of the Servicing Agreement. Such waiver, modification, postponement and indulgence rights of the Master Servicer set forth in this Section shall not be construed as a duty. (c) In the event of a Subservicer Termination Trigger, the Master Servicer shall enforce the obligation of the Servicer under the Servicing Agreements to terminate the related Subservicers and to engage new Subservicers at the direction of the NIMS Insurer. (d) The Master Servicer shall enforce the obligation of the Servicer under the Servicing Agreements to waive Prepayment Charges in accordance with the criteria therein and to pay the amount of any waived Prepayment Chargespayments or other recoveries received by the prior Servicer, and to notify the successor servicer of the source and proper application of each such payment or recovery; and (F) the Seller shall cause the prior Servicer to, after the effective date of transfer of servicing to the successor servicer, continue to cooperate with the successor servicer to facilitate such transfer in such manner and to such extent as the successor servicer may reasonably request. Notwithstanding the foregoing, the prior Servicer shall be obligated to perform the items listed above to the extent provided in the Servicing Agreement.

Administration and Servicing of Mortgage Loans. (a) The Master Servicer shall supervise, monitor and oversee the obligation of the Servicer to service and administer the Mortgage Loans in accordance with the terms of the related Servicing Agreement and shall have full power and authority to do any and all things which it may deem necessary or desirable in connection with such master servicing and administration. In performing its obligations hereunder, the Master Servicer shall act in a manner consistent with Accepted Master Servicing Practices. Furthermore, the Master Servicer shall oversee and consult with the Servicer as necessary from time-to-time to carry out the Master Servicer's ’s obligations hereunder, shall receive, review and evaluate all reports, information and other data provided to the Master Servicer by the Servicer and shall cause the Servicer to perform and observe the covenants, obligations and conditions to be performed or observed by the Servicer under the applicable Servicing Agreement. The Master Servicer shall independently and separately monitor the Servicer's ’s servicing activities with respect to each related Mortgage Loan, reconcile the results of such monitoring with such information provided in the previous sentence on a monthly basis and coordinate corrective adjustments to the Servicer's ’s and Master Servicer's ’s records, and based on such reconciled and corrected information, the Master Servicer shall provide such information to the Securities Administrator as shall be necessary in order for it to prepare the statements specified in Section 4.03, and prepare any other information and statements required to be forwarded by the Master Servicer hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Servicer to the Custodial Account pursuant to the applicable Servicing Agreement. The Trustee shall furnish the Servicer and the Master Servicer with any powers of attorney and other documents in form as provided to it and reasonably acceptable to it necessary or appropriate to enable the Servicer and the Master Servicer to service and administer the related Mortgage Loans and REO Property. The Trustee shall provide access to the records and documentation in possession of the Trustee regarding the related Mortgage Loans and REO Property and the servicing thereof to the Certificateholders, the NIMS Insurer, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the Trustee; provided, however, that, unless otherwise required by law, the Trustee shall not be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee's ’s actual costs. The Trustee shall execute and deliver to the Servicer and the Master Servicer any court pleadings, requests for trustee's ’s sale or other documents necessary or desirable to (i) the foreclosure or trustee's ’s sale with respect to a Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note or Security Instrument; (iii) obtain a deficiency judgment against the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or Security Instrument or otherwise available at law or equity. (b) Consistent with the terms of this Agreement, the Master Servicer may waive, modify or vary any term of any Mortgage Loan or consent to the postponement of strict compliance with any such term or in any manner grant indulgence to any Mortgagor if such waiver, modification, postponement or indulgence is in conformity with the Accepted Servicing Practices; provided that, that the NIMs Insurer's prior written consent shall be required for any modification, waiver or amendment by the Master Servicer if the aggregate number of outstanding Mortgage Loans which have been modified, waived or amended exceeds 5% of the number of Mortgage Loans subject to the related Servicing Agreement, provided, however, that: (A) the Master Servicer shall not make future advances (except as provided in Section 4.03); (B) the Master Servicer shall not permit any modification with respect to any Mortgage Loan that would change the Mortgage Rate, defer or forgive the payment of any principal or interest payments, reduce the outstanding Stated Principal Balance (except for reductions resulting from actual payments of principal) or extend the final maturity date on such Mortgage Loan (unless (i) the Mortgagor is in default with respect to the Mortgage Loan or (ii) such default is, in the judgment of the Master Servicer, reasonably foreseeableforeseeable within the next 90 days); and (C) the Master Servicer shall not consent to (i) partial releases of Mortgages, (ii) alterations, (iii) removal, demolition or division of properties subject to Mortgages, (iv) modification or (v) second mortgage subordination agreements with respect to any Mortgage Loan that would: (i) affect adversely the status of any REMIC as a REMIC,(iiREMIC, (ii) cause any REMIC to be subject to a tax on "“prohibited transactions" ” or "“contributions" ” pursuant to the REMIC Provisions, or (iii) both (x) effect an exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or Treasury regulations promulgated thereunder) and (y) cause any REMIC constituting part of the Trust Fund to fail to qualify as a REMIC under the Code or the imposition of any tax on "“prohibited transactions" ” or "“contributions" ” after the Startup Day under the REMIC Provisions. The provisions of this Section 3.01(b) shall apply to the exercise of such waiver, modification, postponement or indulgence rights by the Master Servicer in its capacity as such and shall not apply to the exercise of any similar rights by the Servicer, who shall instead by subject to the provisions of the Servicing Agreement. Such waiver, modification, postponement and indulgence rights of the Master Servicer set forth in this Section shall not be construed as a duty. (c) In the event of a Subservicer Termination Trigger, the Master Servicer shall enforce the obligation of the Servicer under the Servicing Agreements to terminate the related Subservicers and to engage new Subservicers at the direction of the NIMS Insurer. (d) The Master Servicer shall enforce the obligation of the Servicer under the Servicing Agreements to waive Agreement in connection with the waiver of Prepayment Charges in accordance with the criteria therein and to pay the amount of any waived Prepayment Charges.

Administration and Servicing of Mortgage Loans. (a) The Master Servicer shall supervise, monitor and oversee the obligation of the Servicer to service and administer the Mortgage Loans in accordance with the terms of the related Servicing Agreement and shall have full power and authority to do any and all things which it may deem necessary or desirable in connection with such master servicing and administration. In performing its obligations hereunder, the Master Servicer shall act in a manner consistent with Accepted Master Servicing Practices. Furthermore, the Master Servicer shall oversee and consult with the Servicer as necessary from time-to-time to carry out the Master Servicer's obligations hereunder, shall receive, review and evaluate all reports, information and other data provided to the Master Servicer by the Servicer and shall cause the Servicer to perform and observe the covenants, obligations and conditions to be performed or observed by the Servicer under the applicable Servicing Agreement. The Master Servicer shall independently and separately monitor the Servicer's servicing activities with respect to each related Mortgage Loan, reconcile the results of such monitoring with such information provided in the previous sentence on a monthly basis and coordinate corrective adjustments to the Servicer's and Master Servicer's records, and based on such reconciled and corrected information, the Master Servicer shall provide such information to the Securities Administrator as shall be necessary in order for it to prepare the statements specified in Section 4.03, and prepare any other information and statements required to be forwarded by the Master Servicer hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Servicer to the Custodial Account pursuant to the applicable Servicing Agreement. The Trustee shall furnish the Servicer and the Master Servicer with any powers of attorney and other documents in form as provided to it necessary or appropriate to enable the Servicer and the Master Servicer to service and administer the related Mortgage Loans and REO Property. The Trustee shall provide access to the records and documentation in possession of the Trustee regarding the related Mortgage Loans and REO Property and the servicing thereof to the Certificateholders, the NIMS Insurer, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the Trustee; provided, however, that, unless otherwise required by law, the Trustee shall not be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee's actual costs. The Trustee shall execute and deliver to the Servicer and the Master Servicer any court pleadings, requests for trustee's sale or other documents necessary or desirable to (i) the foreclosure or trustee's sale with respect to a Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note or Security Instrument; (iii) obtain a deficiency judgment against the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or Security Instrument or otherwise available at law or equity. (b) Consistent with the terms of this Agreement, the Master Servicer may waive, modify or vary any term of any Mortgage Loan or consent to the postponement of strict compliance with any such term or in any manner grant indulgence to any Mortgagor if such waiver, modification, postponement or indulgence is in conformity with the Accepted Servicing Practices; provided that, that the NIMs Insurer's prior written consent shall be required for any modification, waiver or amendment by the Master Servicer if the aggregate number of outstanding Mortgage Loans which have been modified, waived or amended exceeds 5% of the number of Mortgage Loans subject to the related Servicing Agreement, provided, however, that: (A) the Master Servicer shall not make future advances (except as provided in Section 4.03); (B) the Master Servicer shall not permit any modification with respect to any Mortgage Loan that would change the Mortgage Rate, defer or forgive the payment of any principal or interest payments, reduce the outstanding Stated Principal Balance (except for reductions resulting from actual payments of principal) or extend the final maturity date on such Mortgage Loan (unless (i) the Mortgagor is in default with respect to the Mortgage Loan or (ii) such default is, in the judgment of the Master Servicer, reasonably foreseeable); and (C) the Master Servicer shall not consent to (i) partial releases of Mortgages, (ii) alterations, (iii) removal, demolition or division of properties subject to Mortgages, (iv) modification or (v) second mortgage subordination agreements with respect to any Mortgage Loan that would: (i) affect adversely the status of any REMIC as a REMIC,(ii) cause any REMIC to be subject to a tax on "prohibited transactions" or "contributions" pursuant to the REMIC Provisions, or (iii) both (x) effect an exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or Treasury regulations promulgated thereunder) and (y) cause any REMIC constituting part of the Trust Fund to fail to qualify as a REMIC under the Code or the imposition of any tax on "prohibited transactions" or "contributions" after the Startup Day under the REMIC Provisions. The provisions of this Section 3.01(b) shall apply to the exercise of such waiver, modification, postponement or indulgence rights by the Master Servicer in its capacity as such and shall not apply to the exercise of any similar rights by the Servicer, who shall instead by subject to the provisions of the Servicing Agreement. Such waiver, modification, postponement and indulgence rights of the Master Servicer set forth in this Section shall not be construed as a duty. (c) In the event of a Subservicer Termination Trigger, the Master Servicer shall enforce the obligation of the Servicer under the Servicing Agreements to terminate the related Subservicers and to engage new Subservicers at the direction of the NIMS Insurer. (d) The Master Servicer shall enforce the obligation of the Servicer under the Servicing Agreements to waive Prepayment Charges in accordance with the criteria therein and to pay the amount of any waived Prepayment Charges.obtain

Administration and Servicing of Mortgage Loans. (a) The Master Servicer shall supervise, monitor and oversee the obligation of the Servicer to service and administer the Mortgage Loans in accordance with the terms of the related Servicing Agreement and shall have full power and authority to do any and all things which it may deem necessary or desirable in connection with such master servicing and administration. In performing its obligations hereunder, the Master Servicer shall act in a manner consistent with Accepted Master Servicing Practices. Furthermore, the Master Servicer shall oversee and consult with the Servicer as necessary from time-to-time to carry out the Master Servicer's ’s obligations hereunder, shall receive, review and evaluate all reports, information and other data provided to the Master Servicer by the Servicer and shall cause the Servicer to perform and observe the covenants, obligations and conditions to be performed or observed by the Servicer under the applicable Servicing Agreement. The Master Servicer shall independently and separately monitor the Servicer's ’s servicing activities with respect to each related Mortgage Loan, reconcile the results of such monitoring with such information provided in the previous sentence on a monthly basis and coordinate corrective adjustments to the Servicer's ’s and Master Servicer's ’s records, and based on such reconciled and corrected information, the Master Servicer shall provide such information to the Securities Administrator as shall be necessary in order for it to prepare the statements specified in Section 4.03, and prepare any other information and statements required to be forwarded by the Master Servicer hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Servicer to the Custodial Account pursuant to the applicable Servicing Agreement. The Trustee shall furnish the Servicer and the Master Servicer with any powers of attorney and other documents in form as provided to it necessary or appropriate to enable the Servicer and the Master Servicer to service and administer the related Mortgage Loans and REO Property. The Trustee shall provide access to the records and documentation in possession of the Trustee regarding the related Mortgage Loans and REO Property and the servicing thereof to the Certificateholders, the NIMS Insurer, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the Trustee; provided, however, that, unless otherwise required by law, the Trustee shall not be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee's ’s actual costs. The Trustee shall execute and deliver to the Servicer and the Master Servicer any court pleadings, requests for trustee's ’s sale or other documents necessary or desirable to (i) the foreclosure or trustee's ’s sale with respect to a Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note or Security Instrument; (iii) obtain a deficiency judgment against the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or Security Instrument or otherwise available at law or equity. (b) Consistent with the terms of this Agreement, the Master Servicer may waive, modify or vary any term of any Mortgage Loan or consent to the postponement of strict compliance with any such term or in any manner grant indulgence to any Mortgagor if such waiver, modification, postponement or indulgence is in conformity with the Accepted Servicing Practices; provided that, that the NIMs Insurer's prior written consent shall be required for any modification, waiver or amendment by the Master Servicer if the aggregate number of outstanding Mortgage Loans which have been modified, waived or amended exceeds 5% of the number of Mortgage Loans subject to the related Servicing Agreement, provided, however, that: (A) the Master Servicer shall not make future advances (except as provided in Section 4.03); (B) the Master Servicer shall not permit any modification with respect to any Mortgage Loan that would change the Mortgage Rate, defer or forgive the payment of any principal or interest payments, reduce the outstanding Stated Principal Balance (except for reductions resulting from actual payments of principal) or extend the final maturity date on such Mortgage Loan (unless (i) the Mortgagor is in default with respect to the Mortgage Loan or (ii) such default is, in the judgment of the Master Servicer, reasonably foreseeable); and (C) the Master Servicer shall not consent to (i) partial releases of Mortgages, (ii) alterations, (iii) removal, demolition or division of properties subject to Mortgages, (iv) modification or (v) second mortgage subordination agreements with respect to any Mortgage Loan that would: (i) affect adversely the status of any REMIC as a REMIC,(ii) cause any REMIC to be subject to a tax on "“prohibited transactions" ” or "“contributions" ” pursuant to the REMIC Provisions, or (iii) both (x) effect an exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or Treasury regulations promulgated thereunder) and (y) cause any REMIC constituting part of the Trust Fund to fail to qualify as a REMIC under the Code or the imposition of any tax on "“prohibited transactions" ” or "“contributions" ” after the Startup Day under the REMIC Provisions. The provisions of this Section 3.01(b) shall apply to the exercise of such waiver, modification, postponement or indulgence rights by the Master Servicer in its capacity as such and shall not apply to the exercise of any similar rights by the Servicer, who shall instead by subject to the provisions of the Servicing Agreement. Such waiver, modification, postponement and indulgence rights of the Master Servicer set forth in this Section shall not be construed as a duty. (c) In the event of a Subservicer Termination Trigger, the Master Servicer shall enforce the obligation of the Servicer under the Servicing Agreements to terminate the related Subservicers and to engage new Subservicers at the direction of the NIMS Insurer. (d) The Master Servicer shall enforce the obligation of the Servicer under the Servicing Agreements to waive in connection with the waiver of Prepayment Charges in accordance with the criteria therein and to pay the amount of any waived Prepayment Charges.

Administration and Servicing of Mortgage Loans. (a) Section 3.01. The Company to Act as Master Servicer Servicer. The Company shall supervise, monitor and oversee the obligation of the act as Master Servicer to service and administer the Mortgage Loans on behalf of the Trustee and for the benefit of the Certificateholders in accordance with the terms of hereof and in the related Servicing Agreement same manner in which, and with the same care, skill, prudence and diligence with which, it services and administers similar mortgage loans for other portfolios, and shall have full power and authority to do or cause to be done any and all things in connection with such servicing and administration which it may deem necessary or desirable desirable, including, without limitation, the power and authority to bring actions and defend the Trust Fund on behalf of the Trustee in order to enforce the terms of the Mortgage Notes. The Master Servicer may perform its master servicing responsibilities through agents or independent contractors, but shall not thereby be released from any of its responsibilities hereunder and the Master Servicer shall diligently pursue all of its rights against such agents or independent contractors. The Master Servicer shall make reasonable efforts to collect or cause to be collected all payments called for under the terms and provisions of the Mortgage Loans and shall, to the extent such procedures shall be consistent with this Agreement and the terms and provisions of any Primary Insurance Policy, any FHA insurance policy or VA guaranty, any hazard insurance policy, the Mortgage Portfolio Insurance Policy, the Special Hazard Insurance Policy, and federal flood insurance, cause to be followed such collection procedures as are followed with respect to mortgage loans comparable to the Mortgage Loans and held in portfolios of responsible mortgage lenders in the local areas where each Mortgaged Property is located. The Master Servicer shall enforce "due-on-sale" clauses with respect to the related Mortgage Loans, to the extent permitted by law, subject to the provisions set forth in Section 3.08. Consistent with the foregoing, the Master Servicer may in its discretion (i) waive or cause to be waived any assumption fee or late payment charge in connection with the prepayment of any Mortgage Loan and (ii) only upon determining that the coverage of any applicable insurance policy or guaranty related to a Mortgage Loan will not be materially adversely affected, arrange a schedule, running for no more than 180 days after the first delinquent Due Date, for payment of any delinquent installment on any Mortgage Note or for the liquidation of delinquent items. The Master Servicer shall have the right, but not the obligation, to repurchase any delinquent Mortgage Loan delinquent 90 consecutive days or more for an amount equal to its Purchase Price; provided, however, that the aggregate Purchase Price of Mortgage Loans so purchased or repurchased pursuant to this sentence shall not exceed one-half of one percent (0.50%) of the aggregate Principal Balance, as of the Cut-Off Date, of all Mortgage Loans. The Master Servicer shall also have the right, but not the obligation, to repurchase, for an amount equal to its Purchase Price, any Mortgage Loan either (i) delinquent 90 consecutive days or more, (ii) delinquent one or more but less than 90 consecutive days with respect to which the Master Servicer has determined, in its reasonable judgment, that a default is expected to occur or (iii) with respect to which the Mortgage was fraudulently procured by the Mortgagor, in the case of each of (i), (ii) and (iii) above, for the purpose of requiring the Person who sold such master servicing Mortgage Loan to the Company to repurchase such Mortgage Loan based on a breach of a representation or warranty made by such Person in connection with the Company's purchase or acquisition of such Mortgage Loan. The Master Servicer shall also have the right, but not the obligation, to direct the Trustee to sell, transfer and administration. In performing its obligations hereunderassign any Mortgage Loan that has been delinquent for 90 consecutive days or more to a third party designated by the Master Servicer as agent for such third party, upon receipt by the Trustee of written notification signed by a Servicing Officer of the deposit in the Certificate Account of the Purchase Price for such delinquent Mortgage Loan by the Master Servicer on behalf of such third party or by such third party; provided, however, that if the Purchase Price is deposited in the Certificate Account by the Master Servicer on behalf of such third party, the Master Servicer shall act be entitled to retain from the Purchase Price the amount of any unreimbursed advances made by the Master Servicer with respect to such Mortgage Loan, and if the Purchase Price is deposited in a manner consistent with Accepted Master Servicing Practices. Furthermorethe Certificate Account directly by such third party, the Master Servicer shall oversee and consult with the Servicer as necessary from time-to-time be entitled to carry out the Master Servicer's obligations hereunderreimburse itself for such unreimbursed advances pursuant to Section 3.05(a)(iv). For purposes of this paragraph, shall receive, review and evaluate all reports, information and other data provided to the Master Servicer a Mortgage Loan is considered delinquent for 90 consecutive days if a Monthly Payment is not received by the Servicer and shall cause the Servicer to perform and observe the covenants, obligations and conditions to be performed or observed by the Servicer under the applicable Servicing Agreement. The Master Servicer shall independently and separately monitor the Servicer's servicing activities with respect to each related Mortgage Loan, reconcile the results of such monitoring with such information provided in the previous sentence on a monthly basis and coordinate corrective adjustments to the Servicer's and Master Servicer's records, and based on such reconciled and corrected information, the Master Servicer shall provide such information to the Securities Administrator as shall be necessary in order for it to prepare the statements specified in Section 4.03, and prepare any other information and statements required to be forwarded by the Master Servicer hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances first day of the Servicer to third month following the Custodial Account pursuant to the applicable Servicing Agreementmonth during which such payment was due. The Trustee shall furnish the Servicer and the Master Servicer with any powers of attorney and other documents in form as provided to it necessary or appropriate to enable the Servicer and the Master Servicer to service and administer the related Mortgage Loans and REO Property. The Trustee shall provide access to the records and documentation in possession of the Trustee regarding the related Mortgage Loans and REO Property and the servicing thereof to the Certificateholders, the NIMS Insurer, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the Trustee; provided, however, that, unless otherwise required by law, the Trustee shall not be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee's actual costs. The Trustee shall execute and deliver to the Servicer and the Master Servicer any court pleadings, requests for trustee's sale or other documents necessary or desirable to (i) the foreclosure or trustee's sale with respect to a Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note or Security Instrument; (iii) obtain a deficiency judgment against the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or Security Instrument or otherwise available at law or equity. (b) Consistent with the terms of this AgreementSection 3.01, the Master Servicer may waive, modify or vary any term of any Mortgage Loan or consent to the postponement of strict compliance with any such term or in any manner grant indulgence to any Mortgagor if it has determined, exercising its good faith business judgment in the same manner as it would if it were the owner of the related Mortgage Loan, that the security for, and the timely and full collectability of, such Mortgage Loan would not be adversely affected by such waiver, modification, postponement or indulgence is in conformity with the Accepted Servicing Practicesindulgence; provided that, that the NIMs Insurer's prior written consent shall be required for any modification, waiver or amendment by the Master Servicer if the aggregate number of outstanding Mortgage Loans which have been modified, waived or amended exceeds 5% of the number of Mortgage Loans subject to the related Servicing Agreement, provided, however, that: that (A) unless the Mortgagor is in default with respect to the Mortgage Loan or in the reasonable judgment of the Master Servicer shall not make future advances (except as provided in Section 4.03); (Bsuch default is imminent) the Master Servicer shall not permit any modification with respect to any Mortgage Loan that would (i) change the applicable Mortgage Interest Rate, defer or forgive the payment of any principal or interest paymentsinterest, reduce the outstanding Stated Principal Balance principal balance (except for reductions resulting from actual payments of principal) or extend the final maturity date on such Mortgage Loan (unless (i) the Mortgagor is in default with respect to the such Mortgage Loan Loan, or (ii) such default isbe inconsistent with the terms of any applicable Primary Insurance Policy, in FHA insurance policy, VA guaranty, hazard insurance policy or federal flood insurance policy. Notwithstanding the judgment of the Master Servicerforegoing, reasonably foreseeable); and (C) the Master Servicer shall not consent to (i) partial releases of Mortgages, (ii) alterations, (iii) removal, demolition or division of properties subject to Mortgages, (iv) permit any modification or (v) second mortgage subordination agreements with respect to any Mortgage Loan that would: (i) affect adversely the status of any REMIC as would both constitute a REMIC,(ii) cause any REMIC to be subject to a tax on "prohibited transactions" sale or "contributions" pursuant to the REMIC Provisions, or (iii) both (x) effect an exchange or reissuance of such Mortgage Loan under within the meaning of Section 1001 of the Code (including any proposed, temporary or Treasury final regulations promulgated thereunder) (other than in connection with a proposed conveyance or assumption of such Mortgage Loan that is treated as a Principal Prepayment or in a default situation) and (y) cause any either REMIC constituting part to fail to qualify as such under the Code. The Master Servicer is hereby authorized and empowered by the Trustee to execute and deliver or cause to be executed and delivered on behalf of the Trust Fund Holders of the REMIC I Regular Interests and the Class R-1 Certificateholders, and the Trustee or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release, discharge or modification, assignments of Mortgages and endorsements of Mortgage Notes in connection with refinancings (in jurisdictions where such assignments are the customary and usual standard of practice of mortgage lenders) and all other comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Properties. The Master Servicer is hereby further authorized and empowered by the Trustee to execute and deliver or cause to be executed and delivered on behalf of the Holders of the REMIC I Regular Interests, the Class R-1 Certificateholders and the Trustee, or any of them, such instruments of assignment or other comparable instruments as the Master Servicer shall, in its sole judgment, deem appropriate in order to register any Mortgage Loan on the MERSr System or to cause the removal of any Mortgage Loan from registration thereon. Any expenses incurred in connection with the actions described in the preceding sentence shall be borne by the Master Servicer with no right of reimbursement; provided, however, that any such expenses incurred as a result of any termination by MERS of the MERSr System shall be reimbursable to the Master Servicer. The Trustee shall execute and furnish to the Master Servicer, at the Master Servicer's direction, any powers of attorney and other documents prepared by the Master Servicer and determined by the Master Servicer to be necessary or appropriate to enable the Master Servicer to carry out its supervisory, servicing and administrative duties under this Agreement. The Master Servicer and each Servicer shall obtain (to the extent generally commercially available from time to time) and maintain fidelity bond and errors and omissions coverage acceptable to Xxxxxx Xxx or Xxxxxxx Mac with respect to their obligations under this Agreement and the applicable Selling and Servicing Contract, respectively. The Master Servicer or each Servicer, as applicable, shall establish escrow accounts for, or pay when due (by means of an advance), any tax liens in connection with the Mortgaged Properties that are not paid by the Mortgagors when due to the extent that any such payment would not constitute a Nonrecoverable Advance when made. Notwithstanding the foregoing, the Master Servicer shall not permit any modification with respect to any Mortgage Loan that would both constitute a sale or exchange of such Mortgage Loan within the meaning of Section 1001 of the Code (including any proposed, temporary or final regulations promulgated thereunder) (other than in connection with a proposed conveyance or assumption of such Mortgage Loan that is treated as a Principal Prepayment or in a default situation) and cause either of the REMICs to fail to qualify as such under the Code. The Master Servicer shall be entitled to approve a request from a Mortgagor for a partial release of the related Mortgaged Property, the granting of an easement thereon in favor of another Person, any alteration or demolition of the related Mortgaged Property or other similar matters if it has determined, exercising its good faith business judgment in the same manner as it would if it were the owner of the related Mortgage Loan, that the security for, and the timely and full collectability of, such Mortgage Loan would not be adversely affected thereby and that the applicable trust fund would not fail to continue to qualify as a REMIC under the Code or the imposition of any as a result thereof and that no tax on "prohibited transactions" or "contributions" after the Startup Day under startup day would be imposed on either REMIC as a result thereof. In connection with the REMIC Provisions. The provisions servicing and administering of this Section 3.01(b) shall apply to the exercise of such waivereach Mortgage Loan, modification, postponement or indulgence rights by the Master Servicer in its capacity as such and shall not apply to the exercise of any similar rights by the Servicer, who shall instead by subject to the provisions of the Servicing Agreement. Such waiver, modification, postponement and indulgence rights affiliate of the Master Servicer set forth (i) may perform services such as appraisals, default management and brokerage services that are not customarily provided by servicers of mortgage loans, and shall be entitled to reasonable compensation therefor and (ii) may, at its own discretion and on behalf of the Trustee, obtain credit information in this Section shall not be construed as a duty. (c) In the event form of a Subservicer Termination Trigger, the Master Servicer shall enforce the obligation of the Servicer under the Servicing Agreements to terminate the related Subservicers and to engage new Subservicers at the direction of the NIMS Insurer"credit score" from a credit repository. (d) The Master Servicer shall enforce the obligation of the Servicer under the Servicing Agreements to waive Prepayment Charges in accordance with the criteria therein and to pay the amount of any waived Prepayment Charges.

Administration and Servicing of Mortgage Loans. (a) SECTION 2.1. The Servicer to Service the WMMSC Serviced Mortgage Loans; CMMC to Master Servicer shall supervise, monitor Master Serviced Mortgage Loans. For and oversee the obligation on behalf of the Certificateholders, as independent contractors of the Trustee, (i) the Servicer to shall service and administer the the WMMSC Serviced Mortgage Loans in accordance with the terms of this Agreement and with Accepted Servicing Practices and (ii) the Master Servicer shall, in accordance with the Section 3.03 of this Agreement, master service and administer the Master Serviced Mortgage Loans by overseeing and enforcing the servicing of the Master Serviced Mortgage Loans by National City according to the terms of the National City Servicing Agreement. The obligations of the Servicer hereunder to service and administer the Mortgage Loans shall be limited to the the WMMSC Serviced Mortgage Loans; and with respect to the duties and obligations of the Servicer, references herein to related “Mortgage Loans” shall be limited to the the WMMSC Serviced Mortgage Loans (and the related Servicing Agreement proceeds thereof and related REO Properties); and in no event shall the Servicer have any responsibility or liability with respect to any of the other Mortgage Loans. The obligations of the Master Servicer to master service and administer the Mortgage Loans shall be limited to the Master Serviced Mortgage Loans. Notwithstanding anything to the contrary contained in this Agreement, the Master Servicer shall have no obligations to master service or administer the the WMMSC Serviced Mortgage Loans. In connection with such servicing and administration of the the WMMSC Serviced Mortgage Loans, the Servicer shall have full power and authority authority, acting alone and/or through Subservicers as provided in Section 3.02 hereof, to do or cause to be done any and all things which that it may deem necessary or desirable in connection with such master servicing and administration. In performing its obligations hereunder, including but not limited to, the Master power and authority, subject to the terms hereof (i) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds and other Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that the Servicer shall act take any action that is inconsistent with or prejudices the interests of the Trust Fund or the Certificateholders in a manner consistent with Accepted Master Servicing Practices. Furthermoreany Mortgage Loan or the rights and interests of the Depositor, the Master Servicer shall oversee and consult with Trustee, the Servicer as necessary from time-to-time to carry out Trust Administrator or the Master Servicer's obligations hereunder, shall receive, review and evaluate all reports, information and other data provided to the Master Servicer by the Servicer and shall cause the Servicer to perform and observe the covenants, obligations and conditions to be performed or observed by the Servicer Certificateholders under the applicable Servicing this Agreement. The Master Servicer and the Servicer shall independently represent and separately monitor protect the Servicer's servicing activities with respect to each related interests of the Trust Fund in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan, reconcile the results of such monitoring with such information provided in the previous sentence on a monthly basis and coordinate corrective adjustments to the Servicer's and Master Servicer's records, and based on such reconciled and corrected information, the Master Servicer shall provide such information to the Securities Administrator as shall be necessary in order for it to prepare the statements specified in Section 4.03, and prepare any other information and statements required to be forwarded by the Master Servicer hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Servicer to the Custodial Account pursuant to the applicable Servicing Agreement. The Trustee shall furnish the Servicer and the Master Servicer with any powers of attorney and other documents in form as provided to it necessary or appropriate to enable the Servicer and the Master Servicer to service and administer the related Mortgage Loans and REO Property. The Trustee shall provide access to the records and documentation in possession of the Trustee regarding the related Mortgage Loans and REO Property and the servicing thereof to the Certificateholders, the NIMS Insurer, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the Trustee; provided, however, that, unless otherwise required by law, the Trustee shall not be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee's actual costs. The Trustee shall execute and deliver to the Servicer and the Master Servicer any court pleadings, requests for trustee's sale make or other documents necessary or desirable to (i) the foreclosure or trustee's sale with respect to a Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note or Security Instrument; (iii) obtain a deficiency judgment against the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or Security Instrument or otherwise available at law or equity. (b) Consistent with the terms of this Agreement, the Master Servicer may waive, modify or vary any term of any Mortgage Loan or consent to the postponement of strict compliance with any such term or in any manner grant indulgence to any Mortgagor if such waiver, modification, postponement or indulgence is in conformity with the Accepted Servicing Practices; provided that, that the NIMs Insurer's prior written consent shall be required for permit any modification, waiver or amendment by the Master Servicer if the aggregate number of outstanding Mortgage Loans which have been modified, waived or amended exceeds 5% of the number of Mortgage Loans subject to the related Servicing Agreement, provided, however, that: (A) the Master Servicer shall not make future advances (except as provided in Section 4.03); (B) the Master Servicer shall not permit any modification with respect to any Mortgage Loan that which would change the Mortgage Rate, defer or forgive the payment of any principal or interest payments, reduce the outstanding Stated Principal Balance (except for reductions resulting from actual payments of principal) or extend the final maturity date on such Mortgage Loan (unless (i) the Mortgagor is in default with respect to the Mortgage Loan or (ii) such default is, in the judgment of the Master Servicer, reasonably foreseeable); and (C) the Master Servicer shall not consent to (i) partial releases of Mortgages, (ii) alterations, (iii) removal, demolition or division of properties subject to Mortgages, (iv) modification or (v) second mortgage subordination agreements with respect to any Mortgage Loan that would: (i) affect adversely the status of any REMIC as a REMIC,(ii) cause any REMIC to be subject to a tax on "prohibited transactions" or "contributions" pursuant to the REMIC Provisions, or (iii) both (x) effect an exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or Treasury regulations promulgated thereunder) and (y) cause any REMIC constituting part of the Trust Fund created hereunder to fail to qualify as a REMIC under the Code or result in the imposition of any tax on "prohibited transactions" under Section 860F(a) or "contributions" after Section 860G(d) of the Startup Day under Code. Without limiting the REMIC Provisions. The provisions generality of this Section 3.01(b) shall apply to the exercise of such waiverforegoing, modification, postponement or indulgence rights by the Master Servicer and the Servicer, in its capacity own name or in the name of the Depositor and the Trustee, is hereby authorized and empowered by the Depositor, the Trustee and the Trust Administrator, when the Master Servicer or the Servicer believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Trust Administrator, the Depositor, the Certificateholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to the Mortgage Loans, and with respect to the Mortgaged Properties held for the benefit of the Certificateholders. The Master Servicer and the Servicer shall prepare and deliver to the Depositor and/or the Trustee and/or the Trust Administrator such documents requiring execution and delivery by either or both of them as are necessary or appropriate to enable the Master Servicer or the Servicer to service and administer the Mortgage Loans to the extent that the Master Servicer or the Servicer is not permitted to execute and deliver such documents pursuant to the preceding sentence. Upon receipt of such documents, the Depositor and/or the Trustee or the Trust Administrator shall execute such documents and deliver them to the Master Servicer or the Servicer. In accordance with the standards of the preceding paragraph and unless determined in good faith to be a Nonrecoverable Advance, the Servicer shall advance or cause to be advanced funds as necessary for the purpose of effecting the payment of taxes and assessments on the Mortgaged Properties related to the the WMMSC Serviced Mortgage Loans, which advances constitute Servicing Advances and shall not apply be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.06, and further as provided in Section 3.08. In no event will the exercise of Servicer be required to make any similar rights Servicing Advance which would constitute a Nonrecoverable Advance. The costs incurred by the Servicer, who if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties related to the the WMMSC Serviced Mortgage Loans and related insurance premiums shall instead not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balances of such Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. The Servicer hereby acknowledges that, to the extent the Servicer has previously serviced some or all of the Mortgage Loans pursuant to another servicing agreement, the provisions contained in this Agreement shall supersede the provisions contained in such other servicing agreement from and after the Closing Date. In addition, the Master Servicer hereby acknowledges that, to the extent the Master Servicer or National City has previously serviced some or all of the Mater Serviced Mortgage Loans pursuant to another servicing agreement, the provisions contained in the National City Servicing Agreement shall supersede the provisions contained in such other servicing agreement from and after the Closing Date. Notwithstanding anything in this Agreement to the contrary, (i) the purchase of any the WMMSC Serviced Mortgage Loan by any Person shall be subject to the rights of the Servicer to continue servicing such WMMSC Serviced Mortgage Loan for the same Servicing Fee substantially in accordance with the terms of this Agreement and (ii) the purchase of any Master Serviced Mortgage Loan by any Person shall be subject to the rights of National City to continue servicing such Master Serviced Mortgage Loan for the same Servicing Fee substantially in accordance with the terms of the National City Servicing Agreement, or at the request of WMMSC, in accordance with the terms of the WMMSC Servicing Guide. With respect to each WMMSC Serviced Mortgage Loan, WMMSC will furnish information regarding its borrower credit files to credit reporting agencies in compliance with the provisions of the Servicing Agreement. Such waiver, modification, postponement Fair Credit Reporting Act and indulgence rights of the Master Servicer set forth in this Section shall not be construed as a dutyits implementing regulations applicable to WMMSC. (c) In the event of a Subservicer Termination Trigger, the Master Servicer shall enforce the obligation of the Servicer under the Servicing Agreements to terminate the related Subservicers and to engage new Subservicers at the direction of the NIMS Insurer. (d) The Master Servicer shall enforce the obligation of the Servicer under the Servicing Agreements to waive Prepayment Charges in accordance with the criteria therein and to pay the amount of any waived Prepayment Charges.

Administration and Servicing of Mortgage Loans. (a) The SECTION 3.01 Master Servicer shall supervise, monitor Servicing and oversee the obligation Servicing of Mortgage Loans. For and on behalf of the Servicer to Certificateholders, as independent contractors of the Trustee, (i) each Servicer, severally and not jointly, shall service and administer the related Mortgage Loans in accordance with the terms of this Agreement and with Accepted Servicing Practices and with all applicable requirements of the Servicing Criteria and (ii) the Master Servicer shall, in accordance with Section 3.03 of this Agreement, master service and administer the Mortgage Loans by overseeing and enforcing the servicing of the Mortgage Loans by the related Servicing Agreement Servicer according to the terms of this Agreement. The obligations of each of SPS and Xxxxx Fargo to service and administer the Mortgage Loans shall be limited to SPS Serviced Mortgage Loans and the Xxxxx Fargo Serviced Mortgage Loans, respectively; and with respect to the duties and obligations of each Servicer, references herein to related “Mortgage Loans” shall be limited to the SPS Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties) in the case of SPS and the Xxxxx Fargo Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties) in the case of Xxxxx Fargo; and in no event shall any Servicer have any responsibility or liability with respect to any of the other Mortgage Loans. In connection with such servicing and administration of the Mortgage Loans, the Master Servicer and each Servicer shall have full power and authority authority, acting alone and/or, with respect to any Servicer, through Sub-Servicers as provided in Section 3.02 hereof, to do or cause to be done any and all things which that it may deem necessary or desirable in connection with such master servicing and administration. In performing its obligations hereunder, including but not limited to, the power and authority, subject to the terms hereof (i) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds and other Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that neither the Master Servicer nor any Servicer shall act take any action that is inconsistent with or prejudices the interests of the Trust Fund or the Certificateholders in a manner consistent with Accepted Master Servicing Practices. Furthermoreany Mortgage Loan or the rights and interests of the Depositor, the Master Servicer shall oversee and consult with Trustee, the Servicer as necessary from time-to-time to carry out Trust Administrator or the Master Servicer's obligations hereunder, shall receive, review and evaluate all reports, information and other data provided to the Master Servicer by the Servicer and shall cause the Servicer to perform and observe the covenants, obligations and conditions to be performed or observed by the Servicer Certificateholders under the applicable Servicing this Agreement. The Master Servicer and each Servicer shall independently represent and separately monitor protect the Servicer's servicing activities with respect to each related interests of the Trust Fund in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan, reconcile the results of such monitoring with such information provided in the previous sentence on a monthly basis and coordinate corrective adjustments to the Servicer's and Master Servicer's records, and based on such reconciled and corrected information, the Master Servicer shall provide such information to the Securities Administrator as shall be necessary in order for it to prepare the statements specified in Section 4.03, and prepare any other information and statements required to be forwarded by the Master Servicer hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Servicer to the Custodial Account pursuant to the applicable Servicing Agreement. The Trustee shall furnish the Servicer and the Master Servicer with any powers of attorney and other documents in form as provided to it necessary or appropriate to enable the Servicer and the Master Servicer to service and administer the related Mortgage Loans and REO Property. The Trustee shall provide access to the records and documentation in possession of the Trustee regarding the related Mortgage Loans and REO Property and the servicing thereof to the Certificateholders, the NIMS Insurer, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the Trustee; provided, however, that, unless otherwise required by law, the Trustee shall not be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee's actual costs. The Trustee shall execute and deliver to the Servicer and the Master Servicer any court pleadings, requests for trustee's sale make or other documents necessary or desirable to (i) the foreclosure or trustee's sale with respect to a Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note or Security Instrument; (iii) obtain a deficiency judgment against the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or Security Instrument or otherwise available at law or equity. (b) Consistent with the terms of this Agreement, the Master Servicer may waive, modify or vary any term of any Mortgage Loan or consent to the postponement of strict compliance with any such term or in any manner grant indulgence to any Mortgagor if such waiver, modification, postponement or indulgence is in conformity with the Accepted Servicing Practices; provided that, that the NIMs Insurer's prior written consent shall be required for permit any modification, waiver or amendment by the Master Servicer if the aggregate number of outstanding Mortgage Loans which have been modified, waived or amended exceeds 5% of the number of Mortgage Loans subject to the related Servicing Agreement, provided, however, that: (A) the Master Servicer shall not make future advances (except as provided in Section 4.03); (B) the Master Servicer shall not permit any modification with respect to any Mortgage Loan that which would change the Mortgage Rate, defer or forgive the payment of any principal or interest payments, reduce the outstanding Stated Principal Balance (except for reductions resulting from actual payments of principal) or extend the final maturity date on such Mortgage Loan (unless (i) the Mortgagor is in default with respect to the Mortgage Loan or (ii) such default is, in the judgment of the Master Servicer, reasonably foreseeable); and (C) the Master Servicer shall not consent to (i) partial releases of Mortgages, (ii) alterations, (iii) removal, demolition or division of properties subject to Mortgages, (iv) modification or (v) second mortgage subordination agreements with respect to any Mortgage Loan that would: (i) affect adversely the status of any REMIC as a REMIC,(ii) cause any REMIC to be subject to a tax on "prohibited transactions" or "contributions" pursuant to the REMIC Provisions, or (iii) both (x) effect an exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or Treasury regulations promulgated thereunder) and (y) cause any REMIC constituting part of the Trust Fund created hereunder to fail to qualify as a REMIC under the Code or result in the imposition of any tax on "prohibited transactions" under Section 860F(a) or "contributions" after the Startup Day under the REMIC Provisions. The provisions of this Section 3.01(b860G(d) shall apply to the exercise of such waiver, modification, postponement or indulgence rights by the Master Servicer in its capacity as such and shall not apply to the exercise of any similar rights by the Servicer, who shall instead by subject to the provisions of the Servicing AgreementCode. Such waiver, modification, postponement and indulgence rights Without limiting the generality of the Master Servicer set forth in this Section shall not be construed as a duty. (c) In the event of a Subservicer Termination Triggerforegoing, the Master Servicer shall enforce and each Servicer, in its own name or in the obligation name of the Depositor and the Trustee, is hereby authorized and empowered by the Depositor, the Trustee and the Trust Administrator, when the Master Servicer under the Servicing Agreements or such Servicer believes it appropriate in its reasonable judgment, to terminate the related Subservicers execute and to engage new Subservicers at the direction deliver, on behalf of the NIMS Insurer. (d) Trustee, the Trust Administrator, the Depositor, the Certificateholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to the Mortgage Loans, and with respect to the Mortgaged Properties held for the benefit of the Certificateholders. The Master Servicer and each Servicer shall enforce prepare and deliver to the obligation Depositor and/or the Trustee and/or the Trust Administrator such documents requiring execution and delivery by either or both of them as are necessary or appropriate to enable the Master Servicer or such Servicer to master servicer and administer or service and administer the Mortgage Loans, as applicable, to the extent that the Master Servicer or such Servicer is not permitted to execute and deliver such documents pursuant to the preceding sentence. Upon receipt of such documents, the Depositor and/or the Trustee or the Trust Administrator shall execute such documents and deliver them to the Master Servicer or such Servicer, as applicable. In accordance with the standards of the preceding paragraph and unless determined in good faith to be a Nonrecoverable Advance, each Servicer under shall advance or cause to be advanced funds, as necessary for the purpose of effecting the payment of taxes and assessments on the Mortgaged Properties related to Mortgage Loans, which advances constitute Servicing Agreements Advances and shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to waive Prepayment Charges Section 3.06, and further as provided in Section 3.08. In no event will any Servicer be required to make any Servicing Advance that would constitute a Nonrecoverable Advance. The costs incurred by a Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties related to Mortgage Loans and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balances of the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. Each Servicer hereby acknowledges that, to the extent such Servicer has previously serviced some or all of the Mortgage Loans pursuant to another servicing agreement, the provisions contained in this Agreement shall supersede the provisions contained in such other servicing agreement from and after the Closing Date, except that such other servicing agreement shall survive and govern with respect to excess servicing fees and termination without cause. Notwithstanding anything in this Agreement to the contrary, the purchase of any Xxxxx Fargo Serviced CORE Mortgage Loan by any Person shall be subject to the rights of Xxxxx Fargo to continue servicing such Xxxxx Fargo Serviced CORE Mortgage Loan for the same Servicing Fee substantially in accordance with the criteria therein terms of this Agreement. The related Servicer will fully furnish, in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to pay Equifax, Experian and Trans Union Credit Information Company, on a monthly basis. Each Servicer is authorized and empowered, on behalf of the amount Certificateholders and the Trustee, in its own name or in the name of any waived Prepayment ChargesSub-Servicer, when a Servicer or any Sub-Servicer, as the case may be, believes it appropriate in its best judgment to register any related Mortgage Loan on the MERS® System, or cause the removal from the registration of such Mortgage Loan on the MERS® System, to execute and deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Trustee and its successors and assigns.

Administration and Servicing of Mortgage Loans. Section 3.01 Master Servicer to Act as Servicer. (See Section 3.01 of the Standard Terms) Section 3.02 Subservicing Agreements Between Master Servicer and Subservicers; Enforcement of Subservicers' and Sellers' Obligations. (a) The Master Servicer shall supervisemay continue in effect Subservicing Agreements entered into by Residential Funding and Subservicers prior to the execution and delivery of this Agreement, monitor and oversee may enter into new Subservicing Agreements with Subservicers, for the obligation servicing and administration of all or some of the Servicer Mortgage Loans. Each Subservicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans, and in either case shall be authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated, if and administer to the extent required by applicable law to enable the Subservicer to perform its obligations hereunder and under the Subservicing Agreement, and in either case shall be a Freddie Mac, Fannie Mae or HUD approved mortgage servicer. In addition, any Subservicer of a Mortgage Loans Loan insurxx xx txx FHA must be an FHA-approved servicer, and any Subservicer of a Mortgage Loan guaranteed by the VA must be a VA-approved servicer. Each Subservicer of a Mortgage Loan shall be entitled to receive and retain, as provided in accordance with the terms of the related Servicing Subservicing Agreement and shall have full power and authority in Section 3.07, the related Subservicing Fee from payments of interest received on such Mortgage Loan after payment of all amounts required to do be remitted to the Master Servicer in respect of such Mortgage Loan. For any and all things which it may deem necessary or desirable in connection with such master servicing and administration. In performing its obligations hereunderMortgage Loan that is a Nonsubserviced Mortgage Loan, the Master Servicer shall act be entitled to receive and retain an amount equal to the Subservicing Fee from payments of interest. Unless the context otherwise requires, references in a manner consistent with Accepted Master Servicing Practices. Furthermore, this Agreement to actions taken or to be taken by the Master Servicer shall oversee and consult with in servicing the Servicer as necessary from time-to-time Mortgage Loans include actions taken or to carry out be taken by a Subservicer on behalf of the Master Servicer's obligations hereunder. Each Subservicing Agreement will be upon such terms and conditions as are generally required by, shall receive, review permitted by or consistent with the Program Guide and evaluate all reports, information are not inconsistent with this Agreement and other data provided to as the Master Servicer by and the Subservicer have agreed; provided that, the Subservicing Agreement between the Master Servicer and shall cause the Servicer to perform and observe the covenantsWells Fargo, obligations if any, will be upon such terms and conditions as are consistent with this Agreement xxx as the Master Servicer and the Subservicer have agreed, which may not be consistent with the Program Guide. With the approval of the Master Servicer, a Subservicer may delegate its servicing obligations to be performed or observed by the Servicer third-party servicers, but such Subservicer will remain obligated under the applicable Servicing related Subservicing Agreement. The Master Servicer shall independently and separately monitor a Subservicer may enter into amendments thereto or a different form of Subservicing Agreement, and the Servicer's servicing activities with respect form referred to each related Mortgage Loan, reconcile the results of such monitoring with such information provided or included in the previous sentence on a monthly basis and coordinate corrective adjustments to the Servicer's and Master Servicer's records, and based on such reconciled and corrected information, the Master Servicer shall provide such information to the Securities Administrator as shall be necessary in order Program Guide is merely provided for it to prepare the statements specified in Section 4.03, and prepare any other information and statements required shall not be deemed to be forwarded by limit in any respect the Master Servicer hereunder. The Master Servicer shall reconcile the results discretion of its Mortgage Loan monitoring with the actual remittances of the Servicer to the Custodial Account pursuant to the applicable Servicing Agreement. The Trustee shall furnish the Servicer and the Master Servicer with any powers of attorney and other documents in form as provided to it necessary or appropriate to enable the Servicer and the Master Servicer to service and administer the related Mortgage Loans and REO Property. The Trustee shall provide access to the records and documentation in possession of the Trustee regarding the related Mortgage Loans and REO Property and the servicing thereof to the Certificateholders, the NIMS Insurer, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the Trusteemodify or enter into different Subservicing Agreements; provided, however, that, unless otherwise required by law, the Trustee that any such amendments or different forms shall be consistent with and not be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy provisions of any Mortgagoreither this Agreement or the Program Guide in a manner which would materially and adversely affect the interests of the Certificateholders. The Trustee shall allow representatives of the above entities to photocopy Program Guide and any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee's actual costs. The Trustee shall execute and deliver to the Servicer and other Subservicing Agreement entered into between the Master Servicer and any court pleadings, requests for trustee's sale or other documents necessary or desirable Subservicer shall require the Subservicer to (i) accurately and fully report its borrower credit files to each of the foreclosure or trustee's sale with respect to Credit Repositories in a Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note or Security Instrument; (iii) obtain a deficiency judgment against the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or Security Instrument or otherwise available at law or equitytimely manner. (b) Consistent with the terms of this Agreement, the Master Servicer may waive, modify or vary any term of any Mortgage Loan or consent to the postponement of strict compliance with any such term or in any manner grant indulgence to any Mortgagor if such waiver, modification, postponement or indulgence is in conformity with the Accepted Servicing Practices; provided that, that the NIMs Insurer's prior written consent shall be required for any modification, waiver or amendment by the Master Servicer if the aggregate number of outstanding Mortgage Loans which have been modified, waived or amended exceeds 5% (See Section 3.02(b) of the number of Mortgage Loans subject to the related Servicing Agreement, provided, however, that: (A) the Master Servicer shall not make future advances (except as provided in Section 4.03Standard Terms); (B) the Master Servicer shall not permit any modification with respect to any Mortgage Loan that would change the Mortgage Rate, defer or forgive the payment of any principal or interest payments, reduce the outstanding Stated Principal Balance (except for reductions resulting from actual payments of principal) or extend the final maturity date on such Mortgage Loan (unless (i) the Mortgagor is in default with respect to the Mortgage Loan or (ii) such default is, in the judgment of the Master Servicer, reasonably foreseeable); and (C) the Master Servicer shall not consent to (i) partial releases of Mortgages, (ii) alterations, (iii) removal, demolition or division of properties subject to Mortgages, (iv) modification or (v) second mortgage subordination agreements with respect to any Mortgage Loan that would: (i) affect adversely the status of any REMIC as a REMIC,(ii) cause any REMIC to be subject to a tax on "prohibited transactions" or "contributions" pursuant to the REMIC Provisions, or (iii) both (x) effect an exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or Treasury regulations promulgated thereunder) and (y) cause any REMIC constituting part of the Trust Fund to fail to qualify as a REMIC under the Code or the imposition of any tax on "prohibited transactions" or "contributions" after the Startup Day under the REMIC Provisions. The provisions of this Section 3.01(b) shall apply to the exercise of such waiver, modification, postponement or indulgence rights by the Master Servicer in its capacity as such and shall not apply to the exercise of any similar rights by the Servicer, who shall instead by subject to the provisions of the Servicing Agreement. Such waiver, modification, postponement and indulgence rights of the Master Servicer set forth in this Section shall not be construed as a duty. (c) In the event of a Subservicer Termination Trigger, the Master Servicer shall enforce the obligation of the Servicer under the Servicing Agreements to terminate the related Subservicers and to engage new Subservicers at the direction of the NIMS Insurer. (d) The Master Servicer shall enforce the obligation of the Servicer under the Servicing Agreements to waive Prepayment Charges in accordance with the criteria therein and to pay the amount of any waived Prepayment Charges.

Administration and Servicing of Mortgage Loans. BY THE MASTER SERVICER (a) The Master Servicer shall superviseServicer, monitor and oversee the obligation on behalf of the Servicer to service Trustee, the Depositor and administer the Mortgage Loans in accordance with Certificateholders shall monitor the terms performance of the related Servicers under the Purchase and Servicing Agreements and the Servicing Agreements, and shall use its reasonable good faith efforts to enforce the obligations of the Servicers to duly and punctually to perform all of their respective duties and obligations thereunder. Upon the occurrence of a default of which an Authorized Officer of the Master Servicer has actual knowledge under a Purchase and Servicing Agreement and shall have full power and authority to do any and all things which it may deem necessary or desirable in connection with such master servicing and administration. In performing its obligations hereunderServicing Agreement, the Master Servicer shall act promptly notify the Trustee thereof, and shall specify in a manner consistent such notice the action, if any, the Master Servicer is taking in respect of such default. So long as any such default shall be continuing, the Master Servicer may, and shall if it determines such action to be in the best interests of Certificateholders, (i) terminate all of the rights and powers of such Servicer pursuant to the applicable provisions of the related Purchase and Servicing Agreement or Servicing Agreement, as applicable; (ii) exercise any rights it may have to enforce the related Purchase and Servicing Agreement, or Servicing Agreement, as applicable, against such Servicer; and/or (iii) waive any such default under the related Purchase and Servicing Agreement or Servicing Agreement, as applicable, or take any other action with Accepted Master respect to such default as is permitted thereunder. Notwithstanding any provision of this Agreement or any Purchase and Servicing Practices. FurthermoreAgreement or Servicing Agreement to the contrary, the Master Servicer shall have no duty or obligation to supervise, monitor or oversee the activities of, or to enforce the obligations of, a Servicer under its Purchase and consult Servicing Agreement or Servicing Agreement, as applicable, with respect to any Additional Collateral or any Limited Purpose Surety Bond relating thereto, including, without limitation, the Servicer as necessary from time-to-time collection of any amounts owing to carry out the Master Servicer's obligations hereunder, shall receive, review Trust Fund in respect thereof (unless and evaluate all reports, information and other data provided to until the Master Servicer by shall have assumed the obligations of such Servicer and shall cause the Servicer to perform and observe the covenants, obligations and conditions to be performed or observed by the Servicer as successor servicer under the applicable related Purchase and Servicing Agreement or Servicing Agreement, as applicable, pursuant to this Section 9.01, in which case, as successor servicer, it shall be bound to serve and administer the Additional Collateral and any related Limited Purpose Surety Bond in accordance with the provisions of the related Purchase and Servicing Agreement or Servicing Agreement, as applicable). The Master Servicer shall independently and separately monitor the Servicer's not permit a successor Servicer to perform any servicing activities responsibilities hereunder with respect to each the Mortgage Loans unless that Servicer first agrees in writing to deliver an Assessment of Compliance and an Accountant’s Attestation in such manner and at such times that permits that Master Servicer to comply with the provisions hereof. (b) Upon any termination by the Master Servicer of a Servicer’s rights and powers pursuant to its Purchase and Servicing Agreement or Servicing Agreement, as applicable, the rights and powers of such Servicer with respect to the related Mortgage Loan, reconcile the results of such monitoring with such information provided Loans shall vest in the previous sentence on Master Servicer, and the Master Servicer shall be the successor in all respects to such Servicer in its capacity as Servicer with respect to such Mortgage Loans under the related Purchase and Servicing Agreement, or Servicing Agreement, as applicable, unless or until the Master Servicer shall have appointed, with the consent of the Trustee and the Rating Agencies, such consent not to be unreasonably withheld, and in accordance with the applicable provisions of the related Purchase and Servicing Agreement, or Servicing Agreement, as applicable, a monthly basis and coordinate corrective adjustments new Xxxxxx Xxx- or FHLMC-approved Person to serve as successor to the Servicer's ; provided, however, that it is understood and agreed by the parties hereto that there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to a successor servicer (including the Master Servicer's records, and based on ). With such reconciled and corrected informationconsent, the Master Servicer may elect to continue to serve as successor servicer under the Purchase and Servicing Agreement or Servicing Agreement, as applicable. Upon appointment of a successor servicer, as authorized under this Section 9.01(b), unless the successor servicer shall provide have assumed the obligations of the terminated Servicer under such information Purchase and Servicing Agreement or Servicing Agreement, as applicable, the Trustee and such successor servicer shall enter into a servicing agreement in a form substantially similar to the Securities Administrator affected Purchase and Servicing Agreement or Servicing Agreement, as shall be necessary in order for it to prepare the statements specified in Section 4.03applicable. In connection with any such appointment, and prepare any other information and statements required to be forwarded by the Master Servicer hereundermay make such arrangements for the compensation of such successor servicer as it and such successor servicer shall agree, but in no event shall such compensation of any successor servicer (including the Master Servicer) be in excess of that payable to the Servicer under the affected Purchase and Servicing Agreement or Servicing Agreement, as applicable. The Master Servicer shall reconcile pay the results costs of its Mortgage Loan monitoring with such enforcement (including the actual remittances termination of a Servicer, the appointment of a successor servicer or the transfer and assumption of the Servicer to the Custodial Account pursuant to the applicable Servicing Agreement. The Trustee shall furnish the Servicer and servicing by the Master Servicer with any powers at its own expense and shall be reimbursed therefor initially (i) by the terminated Servicer, (ii) from a general recovery resulting from such enforcement only to the extent, if any, that such recovery exceeds all amounts due in respect of attorney and other documents in form as provided to it necessary or appropriate to enable the Servicer and the Master Servicer to service and administer the related Mortgage Loans and REO Property. The Trustee shall provide access to the records and documentation in possession of the Trustee regarding the related Mortgage Loans and REO Property and the servicing thereof to the CertificateholdersLoans, the NIMS Insurer, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the Trustee; provided, however, that, unless otherwise required by law, the Trustee shall not be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee's actual costs. The Trustee shall execute and deliver to the Servicer and the Master Servicer any court pleadings, requests for trustee's sale or other documents necessary or desirable to (i) the foreclosure or trustee's sale with respect to a Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note or Security Instrument; (iii) obtain from a deficiency judgment specific recovery of costs, expenses or attorney’s fees against the Mortgagor; party against whom such enforcement is directed, or (iv) enforce to the extent that such amounts described in (i)-(iii) above are insufficient to reimburse the Master Servicer for such costs of enforcement, from the Trust Fund, as provided in Section 9.04. If the Master Servicer assumes the servicing with respect to any other rights or remedies provided by of the Mortgage Note Loans, it will not assume liability for the representations and warranties of any Servicer it replaces or Security Instrument for the errors or otherwise available at law or equityomissions of such Servicer. (bc) Consistent with the terms Upon any termination of this a Servicer’s rights and powers pursuant to its Purchase and Servicing Agreement or Servicing Agreement, as applicable, the Master Servicer or the Trustee, as applicable, shall promptly notify the Trustee and the Rating Agencies, specifying in such notice that the Master Servicer or any successor servicer, as the case may waivebe, modify has succeeded such Servicer under the related Purchase and Servicing Agreement or vary any term Servicing Agreement, as applicable, which notice shall also specify the name and address of any Mortgage Loan or such successor servicer. (d) Neither the Depositor nor the Trustee shall consent to the postponement assignment by any Servicer of strict compliance with any such term Servicer’s rights and obligations under the related Purchase and Servicing Agreement or in any manner grant indulgence to any Mortgagor if such waiverServicing Agreement, modificationas applicable, postponement or indulgence is in conformity with without the Accepted Servicing Practices; provided that, that the NIMs Insurer's prior written consent shall be required for any modification, waiver or amendment by the Master Servicer if the aggregate number of outstanding Mortgage Loans which have been modified, waived or amended exceeds 5% of the number of Mortgage Loans subject to the related Servicing Agreement, provided, however, that: (A) the Master Servicer shall not make future advances (except as provided in Section 4.03); (B) the Master Servicer shall not permit any modification with respect to any Mortgage Loan that would change the Mortgage Rate, defer or forgive the payment of any principal or interest payments, reduce the outstanding Stated Principal Balance (except for reductions resulting from actual payments of principal) or extend the final maturity date on such Mortgage Loan (unless (i) the Mortgagor is in default with respect to the Mortgage Loan or (ii) such default is, in the judgment of the Master Servicer, reasonably foreseeable); and (C) the Master Servicer shall not which consent to (i) partial releases of Mortgages, (ii) alterations, (iii) removal, demolition or division of properties subject to Mortgages, (iv) modification or (v) second mortgage subordination agreements with respect to any Mortgage Loan that would: (i) affect adversely the status of any REMIC as a REMIC,(ii) cause any REMIC to be subject to a tax on "prohibited transactions" or "contributions" pursuant to the REMIC Provisions, or (iii) both (x) effect an exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or Treasury regulations promulgated thereunder) and (y) cause any REMIC constituting part of the Trust Fund to fail to qualify as a REMIC under the Code or the imposition of any tax on "prohibited transactions" or "contributions" after the Startup Day under the REMIC Provisions. The provisions of this Section 3.01(b) shall apply to the exercise of such waiver, modification, postponement or indulgence rights by the Master Servicer in its capacity as such and shall not apply to the exercise of any similar rights by the Servicer, who shall instead by subject to the provisions of the Servicing Agreement. Such waiver, modification, postponement and indulgence rights of the Master Servicer set forth in this Section shall not be construed as a dutyunreasonably withheld. (c) In the event of a Subservicer Termination Trigger, the Master Servicer shall enforce the obligation of the Servicer under the Servicing Agreements to terminate the related Subservicers and to engage new Subservicers at the direction of the NIMS Insurer. (d) The Master Servicer shall enforce the obligation of the Servicer under the Servicing Agreements to waive Prepayment Charges in accordance with the criteria therein and to pay the amount of any waived Prepayment Charges.

Administration and Servicing of Mortgage Loans. (a) The Master Servicer shall supervise, monitor and oversee the obligation of the Servicer to service and administer the Mortgage Loans in accordance with the terms of the related Servicing Agreement and shall have full power and authority to do any and all things which it may deem necessary or desirable in connection with such master servicing and administration. In performing its obligations hereunder, the Master Servicer shall act in a manner consistent with Accepted Master Servicing Practices. Furthermore, the Master Servicer shall oversee and consult with the Servicer as necessary from time-to-time to carry out the Master Servicer's ’s obligations hereunder, shall receive, review and evaluate all reports, information and other data provided to the Master Servicer by the Servicer and shall cause the Servicer to perform and observe the covenants, obligations and conditions to be performed or observed by the Servicer under the applicable Servicing Agreement. The Master Servicer shall independently and separately monitor the Servicer's ’s servicing activities with respect to each related Mortgage Loan, reconcile the results of such monitoring with such information provided in the previous sentence on a monthly basis and coordinate corrective adjustments to the Servicer's ’s and Master Servicer's ’s records, and based on such reconciled and corrected information, the Master Servicer shall provide such information to the Securities Administrator as shall be necessary in order for it to prepare the statements specified in Section 4.03, and prepare any other information and statements required to be forwarded by the Master Servicer hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Servicer to the Custodial Account pursuant to the applicable Servicing Agreement. The Trustee shall furnish the Servicer and the Master Servicer with any powers of attorney and other documents in form as provided to it necessary or appropriate to enable the Servicer and the Master Servicer to service and administer the related Mortgage Loans and REO Property. The Trustee shall provide access to the records and documentation in possession of the Trustee regarding the related Mortgage Loans and REO Property and the servicing thereof to the Certificateholders, the NIMS Insurer, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the Trustee; provided, however, that, unless otherwise required by law, the Trustee shall not be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee's ’s actual costs. The Trustee shall execute and deliver to the Servicer and the Master Servicer any court pleadings, requests for trustee's ’s sale or other documents necessary or desirable to (i) the foreclosure or trustee's ’s sale with respect to a Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note or Security Instrument; (iii) obtain a deficiency judgment against the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or Security Instrument or otherwise available at law or equity. (b) Consistent with the terms of this Agreement, the Master Servicer may waive, modify or vary any term of any Mortgage Loan or consent to the postponement of strict compliance with any such term or in any manner grant indulgence to any Mortgagor if such waiver, modification, postponement or indulgence is in conformity with the Accepted Servicing Practices; provided that, that the NIMs Insurer's prior written consent shall be required for any modification, waiver or amendment by the Master Servicer if the aggregate number of outstanding Mortgage Loans which have been modified, waived or amended exceeds 5% of the number of Mortgage Loans subject to the related Servicing Agreement, provided, however, that: (A) the Master Servicer shall not make future advances (except as provided in Section 4.03); (B) the Master Servicer shall not permit any modification with respect to any Mortgage Loan that would change the Mortgage Rate, defer or forgive the payment of any principal or interest payments, reduce the outstanding Stated Principal Balance (except for reductions resulting from actual payments of principal) or extend the final maturity date on such Mortgage Loan (unless (i) the Mortgagor is in default with respect to the Mortgage Loan or (ii) such default is, in the judgment of the Master Servicer, reasonably foreseeable); and (C) the Master Servicer shall not consent to (i) partial releases of Mortgages, (ii) alterations, (iii) removal, demolition or division of properties subject to Mortgages, (iv) modification or (v) second mortgage subordination agreements with respect to any Mortgage Loan that would: (i) affect adversely the status of any REMIC as a REMIC,(iiREMIC, (ii) cause any REMIC to be subject to a tax on "“prohibited transactions" ” or "“contributions" ” pursuant to the REMIC Provisions, or (iii) both (x) effect an exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or Treasury regulations promulgated thereunder) and (y) cause any REMIC constituting part of the Trust Fund to fail to qualify as a REMIC under the Code or the imposition of any tax on "“prohibited transactions" ” or "“contributions" ” after the Startup Day under the REMIC Provisions. The provisions of this Section 3.01(b) shall apply to the exercise of such waiver, modification, postponement or indulgence rights by the Master Servicer in its capacity as such and shall not apply to the exercise of any similar rights by the Servicer, who shall instead by subject to the provisions of the Servicing Agreement. Such waiver, modification, postponement and indulgence rights of the Master Servicer set forth in this Section shall not be construed as a duty. (c) In the event of a Subservicer Termination Trigger, the Master Servicer shall enforce the obligation of the Servicer under the Servicing Agreements to terminate the related Subservicers and to engage new Subservicers at the direction of the NIMS Insurer. (d) The Master Servicer shall enforce the obligation of the Servicer under the Servicing Agreements to waive Agreement in connection with the waiver of Prepayment Charges in accordance with the criteria therein and to pay the amount of any waived Prepayment Charges.

Administration and Servicing of Mortgage Loans. (a) The Master Servicer shall supervise, monitor and oversee the obligation of the Servicer to service and administer the Mortgage Loans in accordance with the terms of the related Servicing Agreement and shall have full power and authority to do any and all things which it may deem necessary or desirable in connection with such master servicing and administration. In performing its obligations hereunder, the Master Servicer shall act in a manner consistent with Accepted Master Servicing Practices. Furthermore, the Master Servicer shall oversee and consult with the Servicer as necessary from time-to-time to carry out the Master Servicer's ’s obligations hereunder, shall receive, review and evaluate all reports, information and other data provided to the Master Servicer by the Servicer and shall cause the Servicer to perform and observe the covenants, obligations and conditions to be performed or observed by the Servicer under the applicable Servicing Agreement. The Master Servicer shall independently and separately monitor the Servicer's ’s servicing activities with respect to each related Mortgage Loan, reconcile the results of such monitoring with such information provided in the previous sentence on a monthly basis and coordinate corrective adjustments to the Servicer's ’s and Master Servicer's ’s records, and based on such reconciled and corrected information, the Master Servicer shall provide such information to the Securities Administrator as shall be necessary in order for it to prepare the statements specified in Section 4.03, and prepare any other information and statements required to be forwarded by the Master Servicer hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Servicer to the Custodial Distribution Account pursuant to the applicable Servicing Agreement. The Trustee shall furnish the Servicer and the Master Servicer with any powers a separate power of attorney in the standard form used by the Trustee in the form of Exhibit R to the extent necessary and other documents in form as provided to it necessary or appropriate to enable the Servicer and the Master Servicer to service and administer the related Mortgage Loans and REO Property. The Trustee shall not be liable for the actions of any Servicer or the Master Servicer under such powers of attorney. The Trustee shall provide access to the records and documentation in possession of the Trustee regarding the related Mortgage Loans and REO Property and the servicing thereof to the Certificateholders, the NIMS Insurer, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the Trustee; provided, however, that, unless otherwise required by law, the Trustee shall not be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee's ’s actual costs. The Trustee shall execute and deliver to the Servicer and the Master Servicer any court pleadings, requests for trustee's ’s sale or other documents necessary or desirable to (i) the foreclosure or trustee's ’s sale with respect to a Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note or Security Instrumentsecurity instrument; (iii) obtain a deficiency judgment against the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or Security Instrument security instrument or otherwise available at law or equity. (b) Consistent with the terms of this Agreement, the Master Servicer may waive, modify or vary any term of any Mortgage Loan or consent to the postponement of strict compliance with any such term or in any manner grant indulgence to any Mortgagor if such waiver, modification, postponement or indulgence is in conformity with the Accepted Servicing Practices; provided that, that the NIMs Insurer's prior written consent shall be required for any modification, waiver or amendment by the Master Servicer if the aggregate number of outstanding Mortgage Loans which have been modified, waived or amended exceeds 5% of the number of Mortgage Loans subject to the related Servicing Agreement, provided, however, that: (A) the Master Servicer shall not make future advances (except as provided in Section 4.03); (B) the Master Servicer shall not permit any modification with respect to any Mortgage Loan that would change the Mortgage Rate, defer or forgive the payment of any principal or interest payments, reduce the outstanding Stated Principal Balance (except for reductions resulting from actual payments of principal) or extend the final maturity date on such Mortgage Loan (unless (i) the Mortgagor is in default with respect to the Mortgage Loan or (ii) such default is, in the judgment of the Master Servicer, reasonably foreseeable); and (C) the Master Servicer shall not consent to (i) partial releases of Mortgages, (ii) alterations, (iii) removal, demolition or division of properties subject to Mortgages, (iv) modification or (v) second mortgage subordination agreements with respect to any Mortgage Loan that would: (i) affect adversely the status of any REMIC as a REMIC,(ii) cause any REMIC to be subject to a tax on "“prohibited transactions" ” or "“contributions" ” pursuant to the REMIC Provisions, or (iii) both (x) effect an exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or Treasury regulations promulgated thereunder) and (y) cause any REMIC constituting part of the Trust Fund to fail to qualify as a REMIC under the Code or the imposition of any tax on "“prohibited transactions" ” or "“contributions" ” after the Startup Day under the REMIC Provisions. The provisions of this Section 3.01(b) shall apply to the exercise of such waiver, modification, postponement or indulgence rights by the Master Servicer in its capacity as such and shall not apply to the exercise of any similar rights by the Servicer, who shall instead by subject to the provisions of the Servicing Agreement. Such waiver, modification, postponement and indulgence rights of the Master Servicer set forth in this Section shall not be construed as a duty. (c) In the event of a Subservicer Termination Trigger, the Master Servicer shall enforce the obligation of the Servicer under the Servicing Agreements to terminate the related Subservicers and to engage new Subservicers at the direction of the NIMS Insurer. (d) The Master Servicer shall enforce the obligation of the Servicer under the Servicing Agreements to waive Agreement in connection with the waiver of Prepayment Charges in accordance with the criteria therein and to pay the amount of any waived Prepayment Charges.

Administration and Servicing of Mortgage Loans. (a) The Master Servicer shall supervise, monitor and oversee the obligation of the Servicer to service and administer the Mortgage Loans in accordance with the terms of the related Servicing Agreement and shall have full power and authority to do any and all things which it may deem necessary or desirable in connection with such master servicing and administration. In performing its obligations hereunder, the Master Servicer shall act in a manner consistent with Accepted Master Servicing Practices. Furthermore, the Master Servicer shall oversee and consult with the Servicer as necessary from time-to-time to carry out the Master Servicer's obligations hereunder, shall receive, review and evaluate all reports, information and other data provided to the Master Servicer by the Servicer and shall cause the Servicer to perform and observe the covenants, obligations and conditions to be performed or observed by the Servicer under the applicable Servicing Agreement. The Master Servicer shall independently and separately monitor the Servicer's servicing activities with respect to each related Mortgage Loan, reconcile the results of such monitoring with such information provided in the previous sentence on a monthly basis and coordinate corrective adjustments to the Servicer's and Master Servicer's records, and based on such reconciled and corrected information, the Master Servicer shall provide such information to the Securities Administrator as shall be necessary in order for it to prepare the statements specified in Section 4.03, and prepare any other information and statements required to be forwarded by the Master Servicer hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Servicer to the Custodial Account pursuant to the applicable Servicing Agreement. The Trustee shall furnish the Servicer and the Master Servicer with any powers of attorney and other documents in form as provided to it necessary or appropriate to enable the Servicer and the Master Servicer to service and administer the related Mortgage Loans and REO Property. The Trustee shall provide access to the records and documentation in possession of the Trustee regarding the related Mortgage Loans and REO Property and the servicing thereof to the Certificateholders, the NIMS Insurer, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the Trustee; provided, however, that, unless otherwise required by law, the Trustee shall not be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee's actual costs. The Trustee shall execute and deliver to the Servicer and the Master Servicer any court pleadings, requests for trustee's sale or other documents necessary or desirable to (i) the foreclosure or trustee's sale with respect to a Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note or Security Instrument; (iii) obtain a deficiency judgment against the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or Security Instrument or otherwise available at law or equity. (b) Consistent with the terms of this Agreement, the Master Servicer may waive, modify or vary any term of any Mortgage Loan or consent to the postponement of strict compliance with any such term or in any manner grant indulgence to any Mortgagor if such waiver, modification, postponement or indulgence is in conformity with the Accepted Servicing Practices; provided that, that the NIMs Insurer's prior written consent shall be required for any modification, waiver or amendment by the Master Servicer if the aggregate number of outstanding Mortgage Loans which have been modified, waived or amended exceeds 5% of the number of Mortgage Loans subject to the related Servicing Agreement, provided, however, that: (A) the Master Servicer shall not make future advances (except as provided in Section 4.03); (B) the Master Servicer shall not permit any modification with respect to any Mortgage Loan that would change the Mortgage Rate, defer or forgive the payment of any principal or interest payments, reduce the outstanding Stated Principal Balance (except for reductions resulting from actual payments of principal) or extend the final maturity date on such Mortgage Loan (unless (i) the Mortgagor is in default with respect to the Mortgage Loan or (ii) such default is, in the judgment of the Master Servicer, reasonably foreseeable); and (C) the Master Servicer shall not consent to (i) partial releases of Mortgages, (ii) alterations, (iii) removal, demolition or division of properties subject to Mortgages, (iv) modification or (v) second mortgage subordination agreements with respect to any Mortgage Loan that would: (i) affect adversely the status of any REMIC as a REMIC,(ii) cause any REMIC to be subject to a tax on "prohibited transactions" or "contributions" pursuant to the REMIC Provisions, or (iii) both (x) effect an exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or Treasury regulations promulgated thereunder) and (y) cause any REMIC constituting part of the Trust Fund to fail to qualify as a REMIC under the Code or the imposition of any tax on "prohibited transactions" or "contributions" after the Startup Day under the REMIC Provisions. The provisions of this Section 3.01(b) shall apply to the exercise of such waiver, modification, postponement or indulgence rights by the Master Servicer in its capacity as such and shall not apply to the exercise of any similar rights by the Servicer, who shall instead by subject to the provisions of the Servicing Agreement. Such waiver, modification, postponement and indulgence rights of the Master Servicer set forth in this Section shall not be construed as a duty. (c) In the event of a Subservicer Termination Trigger, the Master Servicer shall enforce the obligation of the Servicer under the Servicing Agreements to terminate the related Subservicers and to engage new Subservicers at the direction of the NIMS Insurer. (d) The Master Servicer shall enforce the obligation of the Servicer under the Servicing Agreements to waive Prepayment Charges in accordance with the criteria therein and to pay the amount of any waived Prepayment Charges.obtain

Administration and Servicing of Mortgage Loans. BY THE MASTER SERVICER (a) The Master Servicer shall superviseServicer, monitor and oversee the obligation on behalf of the Servicer to service Trustee, the Depositor and administer the Mortgage Loans in accordance with Certificateholders shall monitor the terms performance of the related Servicers under the Purchase and Servicing Agreement Agreements, and shall have full power use its reasonable good faith efforts to cause the Servicers duly and authority punctually to do any perform all of their respective duties and all things obligations thereunder. Upon the occurrence of a default of which it may deem necessary or desirable in connection with such master servicing an Authorized Officer of the Master Servicer has actual knowledge under a Purchase and administration. In performing its obligations hereunderServicing Agreement, the Master Servicer shall act promptly notify the Trustee thereof, and shall specify in a manner consistent such notice the action, if any, the Master Servicer is taking in respect of such default. So long as any such default shall be continuing, the Master Servicer may, and shall if it determines such action to be in the best interests of Certificateholders, (i) terminate all of the rights and powers of such Servicer pursuant to the applicable provisions of the related Purchase and Servicing Agreement; (ii) exercise any rights it may have to enforce the related Purchase and Servicing Agreement against such Servicer; and/or (iii) waive any such default under the related Purchase and Servicing Agreement or take any other action with Accepted Master respect to such default as is permitted thereunder. Notwithstanding any provision of this Agreement or any Purchase and Servicing Practices. FurthermoreAgreement to the contrary, the Master Servicer shall have no duty or obligation to supervise, monitor or oversee the activities of, or to enforce the obligations of, a Servicer under its Purchase and consult Servicing Agreement with respect to any Additional Collateral or any Limited Purpose Surety Bond relating thereto, including, without limitation, the collection of any amounts owing to the Trust Fund in respect thereof (unless and until the Master Servicer shall have assumed the obligations of such Servicer as successor servicer under the related Purchase and Servicing Agreement pursuant to this Section 9.01, in which case, as successor servicer, it shall be bound to serve and administer the Additional Collateral and any related Limited Purpose Surety Bond in accordance with the provisions of the such Purchase and Servicing Agreement). (b) Upon any termination by the Master Servicer of a Servicer’s rights and powers pursuant to its Purchase and Servicing Agreement, the rights and powers of such Servicer with respect to the related Mortgage Loans shall vest in the Master Servicer and the Master Servicer shall be the successor in all respects to such Servicer in its capacity as necessary from timeServicer with respect to such Mortgage Loans under the related Purchase and Servicing Agreement, unless or until the Master Servicer shall have appointed, with the consent of the Trustee and the Rating Agencies, such consent not to be unreasonably withheld, and in accordance with the applicable provisions of the related Purchase and Servicing Agreement, a new Xxxxxx Xxx- or FHLMC-to-time approved Person to carry out serve as successor to the Servicer; provided, however, that it is understood and agreed by the parties hereto that there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to a successor servicer (including the Master Servicer's obligations hereunder). With such consent, shall receive, review and evaluate all reports, information and other data provided to the Master Servicer by may elect to continue to serve as successor servicer under the Purchase and Servicing Agreement. Upon appointment of a successor servicer, as authorized under this Section 9.01(b), unless the successor servicer shall have assumed the obligations of the terminated Servicer under such Purchase and Servicing Agreement, the Trustee and such successor servicer shall cause enter into a servicing agreement in a form substantially similar to the affected Purchase and Servicing Agreement. In connection with any such appointment, the Master Servicer may make such arrangements for the compensation of such successor servicer as it and such successor servicer shall agree, but in no event shall such compensation of any successor servicer (including the Master Servicer) be in excess of that payable to perform and observe the covenants, obligations and conditions to be performed or observed by the Servicer under the applicable affected Purchase and Servicing Agreement. The Master Servicer shall independently pay the costs of such enforcement (including the termination of a Servicer, the appointment of a successor servicer or the transfer and separately monitor assumption of the servicing by the Master Servicer's ) at its own expense and shall be reimbursed therefor initially (i) by the terminated Servicer, (ii) from a general recovery resulting from such enforcement only to the extent, if any, that such recovery exceeds all amounts due in respect of the related Mortgage Loans, (iii) from a specific recovery of costs, expenses or attorney’s fees against the party against whom such enforcement is directed, or (iv) to the extent that such amounts described in (i)-(iii) above are insufficient to reimburse the Master Servicer for such costs of enforcement, from the Trust Fund, as provided in Section 9.04. If the Master Servicer assumes the servicing activities with respect to each related any of the Mortgage LoanLoans, reconcile it will not assume liability for the results representations and warranties of any Servicer it replaces or for the errors or omissions of such monitoring with such information provided in the previous sentence on Servicer. (c) Upon any termination of a monthly basis Servicer’s rights and coordinate corrective adjustments powers pursuant to the Servicer's its Purchase and Master Servicer's records, and based on such reconciled and corrected informationServicing Agreement, the Master Servicer shall provide promptly notify the Trustee and the Rating Agencies, specifying in such information to the Securities Administrator as shall be necessary in order for it to prepare the statements specified in Section 4.03, and prepare any other information and statements required to be forwarded by notice that the Master Servicer hereunder. The Master or any successor servicer, as the case may be, has succeeded such Servicer shall reconcile under the results of its Mortgage Loan monitoring with the actual remittances of the Servicer to the Custodial Account pursuant to the applicable related Purchase and Servicing Agreement. The Trustee , which notice shall furnish also specify the Servicer name and address of any such successor servicer. (d) Neither the Master Servicer with any powers of attorney and other documents in form as provided to it necessary or appropriate to enable the Servicer and the Master Servicer to service and administer the related Mortgage Loans and REO Property. The Trustee shall provide access to the records and documentation in possession of the Trustee regarding the related Mortgage Loans and REO Property and the servicing thereof to the Certificateholders, the NIMS Insurer, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the Trustee; provided, however, that, unless otherwise required by law, Depositor nor the Trustee shall not be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee's actual costs. The Trustee shall execute and deliver to the Servicer and the Master Servicer any court pleadings, requests for trustee's sale or other documents necessary or desirable to (i) the foreclosure or trustee's sale with respect to a Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note or Security Instrument; (iii) obtain a deficiency judgment against the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or Security Instrument or otherwise available at law or equity. (b) Consistent with the terms of this Agreement, the Master Servicer may waive, modify or vary any term of any Mortgage Loan or consent to the postponement assignment by any Servicer of strict compliance with any such term or in any manner grant indulgence to any Mortgagor if such waiver, modification, postponement or indulgence is in conformity with Servicer’s rights and obligations under the Accepted related Purchase and Servicing Practices; provided that, that Agreement without the NIMs Insurer's prior written consent shall be required for any modification, waiver or amendment by the Master Servicer if the aggregate number of outstanding Mortgage Loans which have been modified, waived or amended exceeds 5% of the number of Mortgage Loans subject to the related Servicing Agreement, provided, however, that: (A) the Master Servicer shall not make future advances (except as provided in Section 4.03); (B) the Master Servicer shall not permit any modification with respect to any Mortgage Loan that would change the Mortgage Rate, defer or forgive the payment of any principal or interest payments, reduce the outstanding Stated Principal Balance (except for reductions resulting from actual payments of principal) or extend the final maturity date on such Mortgage Loan (unless (i) the Mortgagor is in default with respect to the Mortgage Loan or (ii) such default is, in the judgment of the Master Servicer, reasonably foreseeable); and (C) the Master Servicer shall not which consent to (i) partial releases of Mortgages, (ii) alterations, (iii) removal, demolition or division of properties subject to Mortgages, (iv) modification or (v) second mortgage subordination agreements with respect to any Mortgage Loan that would: (i) affect adversely the status of any REMIC as a REMIC,(ii) cause any REMIC to be subject to a tax on "prohibited transactions" or "contributions" pursuant to the REMIC Provisions, or (iii) both (x) effect an exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or Treasury regulations promulgated thereunder) and (y) cause any REMIC constituting part of the Trust Fund to fail to qualify as a REMIC under the Code or the imposition of any tax on "prohibited transactions" or "contributions" after the Startup Day under the REMIC Provisions. The provisions of this Section 3.01(b) shall apply to the exercise of such waiver, modification, postponement or indulgence rights by the Master Servicer in its capacity as such and shall not apply to the exercise of any similar rights by the Servicer, who shall instead by subject to the provisions of the Servicing Agreement. Such waiver, modification, postponement and indulgence rights of the Master Servicer set forth in this Section shall not be construed as a dutyunreasonably withheld. (c) In the event of a Subservicer Termination Trigger, the Master Servicer shall enforce the obligation of the Servicer under the Servicing Agreements to terminate the related Subservicers and to engage new Subservicers at the direction of the NIMS Insurer. (d) The Master Servicer shall enforce the obligation of the Servicer under the Servicing Agreements to waive Prepayment Charges in accordance with the criteria therein and to pay the amount of any waived Prepayment Charges.

Administration and Servicing of Mortgage Loans. BY THE MASTER SERVICER Section 9.01. Duties of the Master Servicer; Enforcement of Servicers’ and Master Servicer’s Obligations. (a) The Master Servicer shall superviseServicer, monitor and oversee the obligation on behalf of the Servicer to service Trustee, the Depositor and administer the Mortgage Loans in accordance with Certificateholders shall monitor the terms performance of the related Servicers under the Purchase and Servicing Agreement Agreements, and shall have full power use its reasonable good faith efforts to cause the Servicers duly and authority punctually to do any perform all of their respective duties and all things obligations thereunder. Upon the occurrence of a default of which it may deem necessary or desirable in connection with such master servicing a Responsible Officer of the Master Servicer has actual knowledge under a Purchase and administration. In performing its obligations hereunderServicing Agreement, the Master Servicer shall act promptly notify the Trustee thereof, and shall specify in a manner consistent with Accepted Master Servicing Practices. Furthermoresuch notice the action, if any, the Master Servicer shall oversee and consult with the Servicer as necessary from time-to-time to carry out the Master Servicer's obligations hereunder, shall receive, review and evaluate all reports, information and other data provided to the Master Servicer by the Servicer and shall cause the Servicer to perform and observe the covenants, obligations and conditions to be performed or observed by the Servicer under the applicable Servicing Agreement. The Master Servicer shall independently and separately monitor the Servicer's servicing activities with is taking in respect to each related Mortgage Loan, reconcile the results of such monitoring with default. So long as any such information provided in the previous sentence on a monthly basis and coordinate corrective adjustments to the Servicer's and Master Servicer's records, and based on such reconciled and corrected informationdefault shall be continuing, the Master Servicer shall provide such information to the Securities Administrator as shall be necessary in order for it to prepare the statements specified in Section 4.03may, and prepare any other information and statements required shall if it determines such action to be forwarded by in the Master Servicer hereunder. The Master Servicer shall reconcile the results best interests of its Mortgage Loan monitoring with the actual remittances Certificateholders, (i) terminate all of the rights and powers of such Servicer to the Custodial Account pursuant to the applicable provisions of the related Purchase and Servicing Agreement. The Trustee shall furnish the Servicer and the Master Servicer with any powers of attorney and other documents in form as provided to it necessary or appropriate to enable the Servicer and the Master Servicer to service and administer the related Mortgage Loans and REO Property. The Trustee shall provide access to the records and documentation in possession of the Trustee regarding the related Mortgage Loans and REO Property and the servicing thereof to the Certificateholders, the NIMS Insurer, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the Trustee; provided, however, that, unless otherwise required by law, the Trustee shall not be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee's actual costs. The Trustee shall execute and deliver to the Servicer and the Master Servicer any court pleadings, requests for trustee's sale or other documents necessary or desirable to (i) the foreclosure or trustee's sale with respect to a Mortgaged Property; (ii) exercise any legal action brought rights it may have to obtain judgment enforce the related Purchase and Servicing Agreement against any Mortgagor on the Mortgage Note or Security Instrumentsuch Servicer; and/or (iii) obtain a deficiency judgment against waive any such default under the Mortgagor; related Purchase and Servicing Agreement or (iv) enforce take any other rights or remedies provided by action with respect to such default as is permitted thereunder. Notwithstanding anything to the Mortgage Note or Security Instrument or otherwise available at law or equity. (b) Consistent with the terms of contrary in this Agreement, with respect to any Additional Collateral Mortgage Loan, the Master Servicer may waivewill have no duty or obligation to supervise, modify monitor or vary any term of any Mortgage Loan or consent to oversee the postponement of strict compliance with any such term or in any manner grant indulgence to any Mortgagor if such waiver, modification, postponement or indulgence is in conformity with the Accepted Servicing Practices; provided that, that the NIMs Insurer's prior written consent shall be required for any modification, waiver or amendment by the Master Servicer if the aggregate number of outstanding Mortgage Loans which have been modified, waived or amended exceeds 5% activities of the number of Mortgage Loans subject to the related Servicer under any Purchase and Servicing Agreement, provided, however, that: (A) the Master Servicer shall not make future advances (except as provided in Section 4.03); (B) the Master Servicer shall not permit any modification Agreement with respect to any Mortgage Loan that would change Additional Collateral or under any agreement relating to the Mortgage Ratepledge of, defer or forgive the payment perfection of a pledge or security interest in, any principal or interest payments, reduce Additional Collateral except upon the outstanding Stated Principal Balance (except for reductions resulting from actual payments occurrence of principal) or extend the final maturity date on such Mortgage Loan (unless following events (i) the Mortgagor is in default with respect to the Mortgage Loan or (ii) such default is, in the judgment case of the Master Servicer, reasonably foreseeable); and (C) the Master Servicer shall not consent to (i) partial releases of Mortgages, (ii) alterations, (iii) removal, demolition or division of properties subject to Mortgages, (iv) modification or (v) second mortgage subordination agreements with respect to any Mortgage Loan that would: (i) affect adversely the status a final liquidation of any REMIC as a REMIC,(ii) cause any REMIC to be subject to a tax on "prohibited transactions" or "contributions" pursuant to the REMIC Provisions, or (iii) both (x) effect an exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or Treasury regulations promulgated thereunder) and (y) cause any REMIC constituting part of the Trust Fund to fail to qualify as a REMIC under the Code or the imposition of any tax on "prohibited transactions" or "contributions" after the Startup Day under the REMIC Provisions. The provisions of this Section 3.01(b) shall apply to the exercise of such waiver, modification, postponement or indulgence rights Mortgaged Property secured by the Master Servicer in its capacity as such and shall not apply to the exercise of any similar rights by the Servicer, who shall instead by subject to the provisions of the Servicing Agreement. Such waiver, modification, postponement and indulgence rights of the Master Servicer set forth in this Section shall not be construed as a duty. (c) In the event of a Subservicer Termination TriggerAdditional Collateral, the Master Servicer shall enforce the obligation of the Servicer under the related Servicing Agreements Agreement to liquidate such Additional Collateral as required by such Servicing Agreement, and (ii) if the Master Servicer assumes the obligations of such Servicer as successor Servicer under the related Servicing Agreement pursuant to this Section 9.01, as successor Servicer, it shall be bound to service and administer the Additional Collateral in accordance with the provisions of such Servicing Agreement. (b) Upon any termination by the Master Servicer of a Servicer’s rights and powers pursuant to its Purchase and Servicing Agreement, the rights and powers of such Servicer with respect to the related Mortgage Loans shall vest in the Master Servicer and the Master Servicer shall be the successor in all respects to such Servicer in its capacity as Servicer with respect to such Mortgage Loans under the related Purchase and Servicing Agreement, unless or until the Master Servicer shall have appointed (and the Trustee shall have acknowledged), with the consent of the Rating Agencies and in accordance with the applicable provisions of the related Purchase and Servicing Agreement, a new Fxxxxx Mxx- or FHLMC-approved Person to serve as successor to the Servicer; provided, however, that it is understood and agreed by the parties hereto that there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to a successor servicer (including the Master Servicer). With such letter from the Rating Agencies, the Master Servicer may elect to continue to serve as successor servicer under the Purchase and Servicing Agreement. Upon appointment of a successor servicer, as authorized under this Section 9.01(b), unless the successor servicer shall have assumed the obligations of the terminated Servicer under such Purchase and Servicing Agreement, the Master Servicer and such successor servicer shall enter into a servicing agreement in a form substantially similar to the affected Purchase and Servicing Agreement, and the Trustee shall acknowledge such servicing agreement. In connection with any such appointment, the Master Servicer may make such arrangements for the compensation of such successor servicer as it and such successor servicer shall agree, but in no event shall such compensation of any successor servicer (including the Master Servicer) be in excess of that payable to the Servicer under the affected Purchase and Servicing Agreement. The Master Servicer shall pay the costs of such enforcement (including the termination of a Servicer, the appointment of a successor servicer or the transfer and assumption of the servicing by the Master Servicer) at its own expense and shall be reimbursed therefor initially (i) by the terminated Servicer, (ii) from a general recovery resulting from such enforcement only to the extent, if any, that such recovery exceeds all amounts due in respect of the related Mortgage Loans, (iii) from a specific recovery of costs, expenses or attorney’s fees against the party against whom such enforcement is directed, or (iv) to the extent that such amounts described in (i)-(iii) above are insufficient to reimburse the Master Servicer for such costs of enforcement, from the Trust Fund, as provided in Section 9.04. If the Master Servicer assumes the servicing with respect to any of the Mortgage Loans, it will not assume liability for the representations and warranties of any Servicer it replaces or for the errors or omissions of such Servicer. If the Seller is the owner of the servicing rights and the Seller chooses to terminate that Servicer with or without cause and sell those servicing rights to a successor servicer, then the Depositor shall (i) cause the Seller to give reasonable prior written notice to the Master Servicer, and (ii) obtain a letter from the Rating Agencies indicating that the appointment of the proposed successor servicer will not result in a downgrade or withdrawal of the rating of any of the Certificates, and a New Fxxxxx Mae- or FHLMC-approved Person reasonably acceptable to the Master Servicer shall be chosen by the Seller and appointed as successor servicer with the acknowledgment of the Master Servicer and the Trustee; provided, however, that the Seller shall not be required to get a no-downgrade letter from the Rating Agencies if: (i) the Rating Agencies received prior written notice of the transfer of the servicing rights and the name of the successor Servicer, (ii) such successor Servicer has a servicing rating in the highest category of Fitch or Mxxxx’x to the extent that Fitch or Mxxxx’x, respectively, is a Rating Agency, and such successor Servicer has a servicer evaluation ranking in one of the two highest categories of S&P to the extent that S&P is a Rating Agency, and (iii) such successor Servicer shall service the related Subservicers Mortgage Loans under either the Purchase and to engage new Subservicers at Servicing Agreement together with the direction related Assignment Agreement under which such Mortgage Loans are currently being serviced or under another Servicing Agreement together with a related Assignment Agreement that have already been reviewed and approved by the Rating Agencies. The Depositor shall cause the costs of such transfer including any costs of such transfer (including any costs of the NIMS InsurerMaster Servicer) to be borne by the Seller. At least 15 calendar days prior to the effective date of such termination, (x) the Depositor shall provide written notice to the Master Servicer and all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement servicer. (c) Upon any termination of a Servicer’s rights and powers pursuant to its Purchase and Servicing Agreement, the Master Servicer shall promptly notify the Trustee and the Rating Agencies, specifying in such notice that the Master Servicer or any successor servicer, as the case may be, has succeeded such Servicer under the related Purchase and Servicing Agreement or under any other servicing agreement reasonably satisfactory to the Master Servicer and the Rating Agencies, which notice shall also specify the name and address of any such successor servicer. (d) The Depositor shall not consent to the assignment by any Servicer of such Servicer’s rights and obligations under the related Purchase and Servicing Agreement without the prior written consent of the Master Servicer, which consent shall not be unreasonably withheld. (e) The Trustee shall execute and deliver, at the written request of the Master Servicer shall enforce or any Servicer, and furnish to the obligation Master Servicer and any Servicer, at the expense of the requesting party, a power of attorney in the standard form provided by the Trustee to take title to the Mortgaged Properties after foreclosure in the name of and on behalf of the Trustee in its capacity as Trustee hereunder and for the purposes described herein to the extent necessary or desirable to enable the Master Servicer or any Servicer to perform its respective duties. The Trustee shall not be liable for the actions of the Master Servicer or any Servicer under the Servicing Agreements to waive Prepayment Charges in accordance with the criteria therein and to pay the amount such powers of any waived Prepayment Chargesattorney.

Administration and Servicing of Mortgage Loans. (a) The Master Servicer shall supervise, monitor and oversee the obligation of the Servicer to service and administer the Mortgage Loans in accordance with the terms of the related Servicing Agreement and shall have full power and authority to do any and all things which it may deem necessary or desirable in connection with such master servicing and administration. In performing its obligations hereunder, the Master Servicer shall act in a manner consistent with Accepted Master Servicing Practices. Furthermore, the Master Servicer shall oversee and consult with the Servicer as necessary from time-to-time to carry out the Master Servicer's ’s obligations hereunder, shall receive, review and evaluate all reports, information and other data provided to the Master Servicer by the Servicer and shall cause the Servicer to perform and observe the covenants, obligations and conditions to be performed or observed by the Servicer under the applicable Servicing Agreement. The Master Servicer shall independently and separately monitor the Servicer's ’s servicing activities with respect to each related Mortgage Loan, reconcile the results of such monitoring with such information provided in the previous sentence on a monthly basis and coordinate corrective adjustments to the Servicer's ’s and Master Servicer's ’s records, and based on such reconciled and corrected information, the Master Servicer shall provide such information to the Securities Administrator as shall be necessary in order for it to prepare the statements specified in Section 4.03, and prepare any other information and statements required to be forwarded by the Master Servicer hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Servicer to the Custodial Account pursuant to the applicable Servicing Agreement. In addition to the foregoing, in connection with a modification of any Mortgage Loan by the Servicer, if the Master Servicer is unable to enforce the obligations of the Servicer with respect to such modification, the Master Servicer shall notify the Depositor of such Servicer’s failure to comply with the terms of the Servicing Agreement or this Agreement. If the Servicing Agreement requires the approval of the Master Servicer for a modification to a Mortgage Loan, the Master Servicer shall approve such modification if, based upon its receipt of written notification from the Servicer outlining the terms of such modification and appropriate supporting documentation, the Master Servicer determines that the modification is permitted under the terms of the Servicing Agreement and that any conditions to such modification set forth in the Servicing Agreement have been satisfied. Furthermore, if the Servicing Agreement requires the oversight and monitoring of loss mitigation measures with respect to the related Mortgage Loans, the Master Servicer will monitor any loss mitigation procedure or recovery action related to a defaulted Mortgage Loan (to the extent it receives notice of such from the Servicer) and confirm that such loss mitigation procedure or recovery action is initiated, conducted and concluded in accordance with any timeframes and any other requirements set forth in the Servicing Agreement, and the Master Servicer shall notify the Depositor in any case in which the Master Servicer believes that the Servicer is not complying with such timeframes and/or other requirements. The Trustee shall furnish the Servicer and the Master Servicer with any powers of attorney and other documents in form as provided to it and reasonably acceptable to it necessary or appropriate to enable the Servicer and the Master Servicer to service and administer the related Mortgage Loans and REO Property. The Trustee shall provide access to the records and documentation in possession of the Trustee regarding the related Mortgage Loans and REO Property and the servicing thereof to the Certificateholders, the NIMS Insurer, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the Trustee; provided, however, that, unless otherwise required by law, the Trustee shall not be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee's ’s actual costs. The Trustee shall execute and deliver to the Servicer and the Master Servicer any court pleadings, requests for trustee's ’s sale or other documents necessary or desirable to (i) the foreclosure or trustee's ’s sale with respect to a Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note or Security Instrument; (iii) obtain a deficiency judgment against the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or Security Instrument or otherwise available at law or equity. (b) Consistent with the terms of this Agreement, the Master Servicer may waive, modify or vary any term of any Mortgage Loan or consent to the postponement of strict compliance with any such term or in any manner grant indulgence to any Mortgagor if such waiver, modification, postponement or indulgence is in conformity with the Accepted Servicing Practices; provided that, that the NIMs Insurer's prior written consent shall be required for any modification, waiver or amendment by the Master Servicer if the aggregate number of outstanding Mortgage Loans which have been modified, waived or amended exceeds 5% of the number of Mortgage Loans subject to the related Servicing Agreement, provided, however, that: (A) the Master Servicer shall not make future advances (except as provided in Section 4.03); (B) the Master Servicer shall not permit any modification with respect to any Mortgage Loan that would change the Mortgage Rate, defer or forgive the payment of any principal or interest payments, reduce the outstanding Stated Principal Balance (except for reductions resulting from actual payments of principal) or extend the final maturity date on such Mortgage Loan (unless (i) the Mortgagor is in default with respect to the Mortgage Loan or (ii) such default is, in the judgment of the Master Servicer, reasonably foreseeableforeseeable within the next 90 days); and (C) the Master Servicer shall not consent to (i) partial releases of Mortgages, (ii) alterations, (iii) removal, demolition or division of properties subject to Mortgages, (iv) modification or (v) second mortgage subordination agreements with respect to any Mortgage Loan that would: (i) affect adversely the status of any REMIC as a REMIC,(iiREMIC, (ii) cause any REMIC to be subject to a tax on "“prohibited transactions" ” or "“contributions" ” pursuant to the REMIC Provisions, or (iii) both (x) effect an exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or Treasury regulations promulgated thereunder) and (y) cause any REMIC constituting part of the Trust Fund to fail to qualify as a REMIC under the Code or the imposition of any tax on "“prohibited transactions" ” or "“contributions" ” after the Startup Day under the REMIC Provisions. The provisions of this Section 3.01(b) shall apply to the exercise of such waiver, modification, postponement or indulgence rights by the Master Servicer in its capacity as such and shall not apply to the exercise of any similar rights by the Servicer, who shall instead by subject to the provisions of the Servicing Agreement. Such waiver, modification, postponement and indulgence rights of the Master Servicer set forth in this Section shall not be construed as a duty. (c) In the event of a Subservicer Termination Trigger, the Master Servicer shall enforce the obligation of the Servicer under the Servicing Agreements to terminate the related Subservicers and to engage new Subservicers at the direction of the NIMS Insurer. (d) The Master Servicer shall enforce the obligation of the Servicer under the Servicing Agreements to waive Agreement in connection with the waiver of Prepayment Charges in accordance with the criteria therein and to pay the amount of any waived Prepayment Charges.

Administration and Servicing of Mortgage Loans. (a) Section 3.01. The Company to Act as Master Servicer Servicer. The Company shall supervise, monitor and oversee the obligation of the act as Master Servicer to service and administer the Mortgage Loans on behalf of the Trustee and for the benefit of the Certificateholders in accordance with the terms of hereof and in the related Servicing Agreement same manner in which, and with the same care, skill, prudence and diligence with which, it services and administers similar mortgage loans for other portfolios, and shall have full power and authority to do or cause to be done any and all things in connection with such servicing and administration which it may deem necessary or desirable desirable, including, without limitation, the power and authority to bring actions and defend the Trust Fund on behalf of the Trustee in connection with such order to enforce the terms of the Mortgage Notes. The Master Servicer may perform its master servicing responsibilities through agents or independent contractors, but shall not thereby be released from any of its responsibilities hereunder and administration. In performing its obligations hereunder, the Master Servicer shall act in a manner consistent with Accepted Master Servicing Practices. Furthermore, the Master Servicer shall oversee and consult with the Servicer as necessary from time-to-time to carry out the Master Servicer's obligations hereunder, shall receive, review and evaluate diligently pursue all reports, information and other data provided to the Master Servicer by the Servicer and shall cause the Servicer to perform and observe the covenants, obligations and conditions to be performed of its rights against such agents or observed by the Servicer under the applicable Servicing Agreementindependent contractors. The Master Servicer shall independently make reasonable efforts to collect or cause to be collected all payments called for under the terms and separately monitor provisions of the Servicer's servicing activities Mortgage Loans and shall, to the extent such procedures shall be consistent with this Agreement and the terms and provisions of any Primary Insurance Policy, any FHA insurance policy or VA guaranty, any hazard insurance policy, and federal flood insurance, cause to be followed such collection procedures as are followed with respect to each related mortgage loans comparable to the Mortgage Loan, reconcile the results Loans and held in portfolios of such monitoring with such information provided responsible mortgage lenders in the previous sentence on a monthly basis and coordinate corrective adjustments to the Servicer's and Master Servicer's records, and based on such reconciled and corrected information, the Master Servicer shall provide such information to the Securities Administrator as shall be necessary in order for it to prepare the statements specified in Section 4.03, and prepare any other information and statements required to be forwarded by the Master Servicer hereunderlocal areas where each Mortgaged Property is located. The Master Servicer shall reconcile enforce "due-on- sale" clauses with respect to the results of its related Mortgage Loan monitoring Loans, to the extent permitted by law, subject to the provisions set forth in Section 3.08. Consistent with the actual remittances of the Servicer to the Custodial Account pursuant to the applicable Servicing Agreement. The Trustee shall furnish the Servicer and foregoing, the Master Servicer may in its discretion (i) waive or cause to be waived any assumption fee or late payment charge in connection with the prepayment of any powers Mortgage Loan and (ii) only upon determining that the coverage of attorney and other documents in form as provided any applicable insurance policy or guaranty related to it necessary a Mortgage Loan will not be materially adversely affected, arrange a schedule, running for no more than 180 days after the first delinquent Due Date, for payment of any delinquent installment on any Mortgage Note or appropriate to enable for the Servicer and the liquidation of delinquent items. The Master Servicer shall have the right, but not the obligation, to service and administer the purchase or repurchase any related delinquent Mortgage Loans and REO Property. The Trustee shall provide access Loan delinquent 90 consecutive days or more for an amount equal to the records and documentation in possession of the Trustee regarding the related Mortgage Loans and REO Property and the servicing thereof to the Certificateholders, the NIMS Insurer, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the Trusteeits Purchase Price; provided, however, thatthat the aggregate Purchase Price of Mortgage Loans so purchased or repurchased shall not exceed one-half of one percent (0.50%) of the aggregate Principal Balance, unless otherwise required by lawas of the Cut- Off Date, of all Mortgage Loans. The Master Servicer shall also have the right, but not the obligation, to direct the Trustee shall not be required to provide access sell, transfer and assign any Mortgage Loan that has been delinquent for 90 consecutive days or more to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee's actual costs. The Trustee shall execute and deliver to the Servicer and third party designated by the Master Servicer any court pleadingsas agent for such third party, requests for trustee's sale or other documents necessary or desirable to (i) the foreclosure or trustee's sale with respect to a Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note or Security Instrument; (iii) obtain a deficiency judgment against the Mortgagor; or (iv) enforce any other rights or remedies provided upon receipt by the Trustee of written notification signed by a Servicing Officer of the deposit in the Certificate Account of the Purchase Price for such delinquent Mortgage Note Loan by the Master Servicer on behalf of such third party or Security Instrument or otherwise available at law or equity. (b) by such third party. For purposes of this paragraph, a Mortgage Loan is considered delinquent for 90 consecutive days if a Monthly Payment is not received by the first day of the third month following the month during which such payment was due. Consistent with the terms of this AgreementSection 3.01, the Master Servicer may waive, modify or vary any term of any Mortgage Loan or consent to the postponement of strict compliance with any such term or in any manner grant indulgence to any Mortgagor if it has determined, exercising its good faith business judgment in the same manner as it would if it were the owner of the related Mortgage Loan, that the security for, and the timely and full collectability of, such Mortgage Loan would not be adversely affected by such waiver, modification, postponement or indulgence is in conformity with the Accepted Servicing Practicesindulgence; provided that, that the NIMs Insurer's prior written consent shall be required for any modification, waiver or amendment by the Master Servicer if the aggregate number of outstanding Mortgage Loans which have been modified, waived or amended exceeds 5% of the number of Mortgage Loans subject to the related Servicing Agreement, provided, however, that: that (A) unless the Mortgagor is in default with respect to the Mortgage Loan or in the reasonable judgment of the Master Servicer shall not make future advances (except as provided in Section 4.03); (Bsuch default is imminent) the Master Servicer shall not permit any modification with respect to any Mortgage Loan that would (i) change the applicable Mortgage Interest Rate, defer or forgive the payment of any principal or interest paymentsinterest, reduce the outstanding Stated Principal Balance principal balance (except for reductions resulting from actual payments of principal) or extend the final maturity date on such Mortgage Loan (unless (i) the Mortgagor is in default with respect to the such Mortgage Loan Loan, or (ii) such default isbe inconsistent with the terms of any applicable Primary Insurance Policy, in FHA insurance policy, VA guaranty, hazard insurance policy or federal flood insurance policy. Notwithstanding the judgment of the Master Servicerforegoing, reasonably foreseeable); and (C) the Master Servicer shall not consent to (i) partial releases of Mortgages, (ii) alterations, (iii) removal, demolition or division of properties subject to Mortgages, (iv) permit any modification or (v) second mortgage subordination agreements with respect to any Mortgage Loan that would: (i) affect adversely the status of any REMIC as would both constitute a REMIC,(ii) cause any REMIC to be subject to a tax on "prohibited transactions" sale or "contributions" pursuant to the REMIC Provisions, or (iii) both (x) effect an exchange or reissuance of such Mortgage Loan under within the meaning of Section 1001 of the Code (including any proposed, temporary or Treasury final regulations promulgated thereunder) (other than in connection with a proposed conveyance or assumption of such Mortgage Loan that is treated as a Principal Prepayment or in a default situation) and (y) cause any either REMIC constituting part to fail to qualify as such under the Code. The Master Servicer is hereby authorized and empowered by the Trustee to execute and deliver or cause to be executed and delivered on behalf of the Trust Fund Holders of the REMIC I Regular Interests and the Class R-1 Certificateholders, and the Trustee or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release, discharge or modification, assignments of Mortgages and endorsements of Mortgage Notes in connection with refinancings (in jurisdictions where such assignments are the customary and usual standard of practice of mortgage lenders) and all other comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Properties. The Trustee shall execute and furnish to the Master Servicer, at the Master Servicer's direction, any powers of attorney and other documents prepared by the Master Servicer and determined by the Master Servicer to be necessary or appropriate to enable the Master Servicer to carry out its supervisory, servicing and administrative duties under this Agreement. The Master Servicer and each Servicer shall obtain (to the extent generally commercially available from time to time) and maintain fidelity bond and errors and omissions coverage acceptable to Fannie Mae or Freddie Mac with respect to thxxx xxlxxxtionx xxxxx this Agreement and the applicable Selling and Servicing Contract, respectively. The Master Servicer or each Servicer, as applicable, shall establish escrow accounts for, or pay when due (by means of an advance), any tax liens in connection with the Mortgaged Properties that are not paid by the Mortgagors when due to the extent that any such payment would not constitute a Nonrecoverable Advance when made. Notwithstanding the foregoing, the Master Servicer shall not permit any modification with respect to any Mortgage Loan that would both constitute a sale or exchange of such Mortgage Loan within the meaning of Section 1001 of the Code (including any proposed, temporary or final regulations promulgated thereunder) (other than in connection with a proposed conveyance or assumption of such Mortgage Loan that is treated as a Principal Prepayment or in a default situation) and cause either of the REMICs to fail to qualify as such under the Code. The Master Servicer shall be entitled to approve a request from a Mortgagor for a partial release of the related Mortgaged Property, the granting of an easement thereon in favor of another Person, any alteration or demolition of the related Mortgaged Property or other similar matters if it has determined, exercising its good faith business judgment in the same manner as it would if it were the owner of the related Mortgage Loan, that the security for, and the timely and full collectability of, such Mortgage Loan would not be adversely affected thereby and that the applicable trust fund would not fail to continue to qualify as a REMIC under the Code or the imposition of any as a result thereof and that no tax on "prohibited transactions" or "contributions" after the Startup Day under startup day would be imposed on either REMIC as a result thereof. In connection with the REMIC Provisions. The provisions servicing and administering of this Section 3.01(b) shall apply to the exercise of such waivereach Mortgage Loan, modification, postponement or indulgence rights by the Master Servicer in its capacity as such and shall not apply to the exercise of any similar rights by the Servicer, who shall instead by subject to the provisions of the Servicing Agreement. Such waiver, modification, postponement and indulgence rights affiliate of the Master Servicer set forth (i) may perform services such as appraisals, default management and brokerage services that are not customarily provided by servicers of mortgage loans, and shall be entitled to reasonable compensation therefor and (ii) may, at its own discretion and on behalf of the Trustee, obtain credit information in this Section shall not be construed as a duty. (c) In the event form of a Subservicer Termination Trigger, the Master Servicer shall enforce the obligation of the Servicer under the Servicing Agreements to terminate the related Subservicers and to engage new Subservicers at the direction of the NIMS Insurer"credit score" from a credit repository. (d) The Master Servicer shall enforce the obligation of the Servicer under the Servicing Agreements to waive Prepayment Charges in accordance with the criteria therein and to pay the amount of any waived Prepayment Charges.

Administration and Servicing of Mortgage Loans. (a) The Master Servicer shall supervise, monitor and oversee the obligation of the Servicer to service and administer the Mortgage Loans in accordance with the terms of the related Servicing Agreement and shall have full power and authority to do any and all things which it may deem necessary or desirable in connection with such master servicing and administration. In performing its obligations hereunder, the Master Servicer shall act in a manner consistent with Accepted Master Servicing Practices. Furthermore, the Master Servicer shall oversee and consult with the Servicer as necessary from time-to-time to carry out the Master Servicer's ’s obligations hereunder, shall receive, review and evaluate all reports, information and other data provided to the Master Servicer by the Servicer and shall cause the Servicer to perform and observe the covenants, obligations and conditions to be performed or observed by the Servicer under the applicable Servicing Agreement. The Master Servicer shall independently and separately monitor the Servicer's ’s servicing activities with respect to each related Mortgage Loan, reconcile the results of such monitoring with such information provided in the previous sentence on a monthly basis and coordinate corrective adjustments to the Servicer's ’s and Master Servicer's ’s records, and based on such reconciled and corrected information, the Master Servicer shall provide such information to the Securities Administrator as shall be necessary in order for it to prepare the statements specified in Section 4.03, and prepare any other information and statements required to be forwarded by the Master Servicer hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Servicer to the Custodial Distribution Account pursuant to the applicable Servicing Agreement. In addition to the foregoing, in connection with a modification of any Mortgage Loan by the Servicer, if the Master Servicer is unable to enforce the obligations of the Servicer with respect to such modification, the Master Servicer shall notify the Depositor and the Certificate Insurer of such Servicer’s failure to comply with the terms of the Servicing Agreement or this Agreement. If the Servicing Agreement requires the approval of the Master Servicer for a modification to a Mortgage Loan, the Master Servicer shall approve such modification if, based upon its receipt of written notification from the Servicer outlining the terms of such modification and appropriate supporting documentation, the Master Servicer determines that the modification is permitted under the terms of the Servicing Agreement and that any conditions to such modification set forth in the Servicing Agreement have been satisfied. Furthermore, if the Servicing Agreement requires the oversight and monitoring of loss mitigation measures with respect to the related Mortgage Loans, the Master Servicer will monitor any loss mitigation procedure or recovery action related to a defaulted Mortgage Loan (to the extent it receives notice of such from the Servicer) and confirm that such loss mitigation procedure or recovery action is initiated, conducted and concluded in accordance with any timeframes and any other requirements set forth in the Servicing Agreement, and the Master Servicer shall notify the Depositor and the Certificate Insurer in any case in which the Master Servicer believes that the Servicer is not complying with such timeframes and/or other requirements. The Trustee shall furnish the Servicer and the Master Servicer with any powers a separate power of attorney in the standard form used by the Trustee in the form of Exhibit R to the extent necessary and other documents in form as provided to it necessary or appropriate to enable the Servicer and the Master Servicer to service and administer the related Mortgage Loans and REO Property. The Trustee shall not be liable for the actions of any Servicer or the Master Servicer under such powers of attorney. The Trustee shall provide access to the records and documentation in possession of the Trustee regarding the related Mortgage Loans and REO Property and the servicing thereof to the CertificateholdersCertificate Insurer, the NIMS InsurerCertificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the Trustee; provided, however, that, unless otherwise required by law, the Trustee shall not be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee's ’s actual costs. The Trustee shall execute and deliver to the Servicer and the Master Servicer any court pleadings, requests for trustee's ’s sale or other documents necessary or desirable to (i) the foreclosure or trustee's ’s sale with respect to a Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note or Security Instrumentsecurity instrument; (iii) obtain a deficiency judgment against the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or Security Instrument security instrument or otherwise available at law or equity. (b) Consistent with the terms of this Agreement, the Master Servicer may waive, modify or vary any term of any Mortgage Loan or consent to the postponement of strict compliance with any such term or in any manner grant indulgence to any Mortgagor if such waiver, modification, postponement or indulgence is in conformity with the Accepted Servicing Practices; provided that, that the NIMs Insurer's prior written consent shall be required for any modification, waiver or amendment by the Master Servicer if the aggregate number of outstanding Mortgage Loans which have been modified, waived or amended exceeds 5% of the number of Mortgage Loans subject to the related Servicing Agreement, provided, however, that: (A) the Master Servicer shall not make future advances (except as provided in Section 4.03); (B) the Master Servicer shall not permit any modification with respect to any Mortgage Loan that would change the Mortgage Rate, defer or forgive the payment of any principal or interest payments, reduce the outstanding Stated Principal Balance (except for reductions resulting from actual payments of principal) or extend the final maturity date on such Mortgage Loan (unless (i) the Mortgagor is in default with respect to the Mortgage Loan or (ii) such default is, in the judgment of the Master Servicer, reasonably foreseeable); and (C) the Master Servicer shall not consent to (i) partial releases of Mortgages, (ii) alterations, (iii) removal, demolition or division of properties subject to Mortgages, (iv) modification or (v) second mortgage subordination agreements with respect to any Mortgage Loan that would: (i) affect adversely the status of any REMIC as a REMIC,(ii) cause any REMIC to be subject to a tax on "prohibited transactions" or "contributions" pursuant to the REMIC Provisions, or (iii) both (x) effect an exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or Treasury regulations promulgated thereunder) and (y) cause any REMIC constituting part of the Trust Fund to fail to qualify as a REMIC under the Code or the imposition of any tax on "prohibited transactions" or "contributions" after the Startup Day under the REMIC Provisions. The provisions of this Section 3.01(b) shall apply to the exercise of such waiver, modification, postponement or indulgence rights by the Master Servicer in its capacity as such and shall not apply to the exercise of any similar rights by the Servicer, who shall instead by subject to the provisions of the Servicing Agreement. Such waiver, modification, postponement and indulgence rights of the Master Servicer set forth in this Section shall not be construed as a duty. (c) In the event of a Subservicer Termination Trigger, the Master Servicer shall enforce the obligation of the Servicer under the Servicing Agreements to terminate the related Subservicers and to engage new Subservicers at the direction of the NIMS Insurer. (d) The Master Servicer shall enforce the obligation of the Servicer under the Servicing Agreements to waive Prepayment Charges in accordance with the criteria therein and to pay the amount of any waived Prepayment Charges.

Administration and Servicing of Mortgage Loans. (a) The Master Servicer shall supervise, monitor and oversee the obligation BY THE MASTER SERVICER Section 9.01 Duties of the Servicer to service and administer the Mortgage Loans in accordance with the terms of the related Servicing Agreement and shall have full power and authority to do any and all things which it may deem necessary or desirable in connection with such master servicing and administration. In performing its obligations hereunder, the Master Servicer shall act in a manner consistent with Accepted Master Servicing Practices. Furthermore, the Master Servicer shall oversee and consult with the Servicer as necessary from time-to-time to carry out the Master Servicer's obligations hereunder, shall receive, review and evaluate all reports, information and other data provided to the Master Servicer by the Servicer and shall cause the Servicer to perform and observe the covenants, obligations and conditions to be performed or observed by the Servicer under the applicable Servicing Agreement. The Master Servicer shall independently and separately monitor the Servicer's servicing activities with respect to each related Mortgage Loan, reconcile the results ; Enforcement of such monitoring with such information provided in the previous sentence on a monthly basis and coordinate corrective adjustments to the Servicer's and Master Servicer's recordsObligations. (a) The Master Servicer, on behalf of the Trustee, the Depositor and the Certificateholders shall, from and after the Closing Date, monitor the performance of the Servicers under the Servicing Agreements, and based on such reconciled shall use its reasonable good faith efforts to cause the Servicers duly and corrected informationpunctually to perform all of their duties and obligations thereunder. Upon the occurrence of a default of which an Authorized Officer of the Master Servicer has actual knowledge under a Servicing Agreement, the Master Servicer shall provide promptly notify the Trustee thereof, and shall specify in such information notice the action, if any, the Master Servicer is taking in respect of such default. So long as any such default shall be continuing, the Master Servicer, or if such Servicer is [ ], the Trustee, may, and shall if it determines such action to be in the best interests of Certificateholders, (i) terminate all of the rights and powers of such Servicer pursuant to the Securities Administrator applicable provisions of the Servicing Agreement; (ii) exercise any rights it may have to enforce the Servicing Agreement against such Servicer; and/or (iii) waive any such default under the Servicing Agreement or take any other action with respect to such default as is permitted thereunder. In addition, under the Servicing Agreements, the Master Servicer shall be necessary obligated to perform (as agent on behalf of the Depositor) with respect to the Mortgage Loans, certain of the Depositor’s default administration obligations hereunder and under the Servicing Agreements. Notwithstanding any provision of this Agreement or any Servicing Agreement to the contrary, the Master Servicer shall have no duty or obligation to supervise, monitor or oversee the activities of, or to enforce the obligations of, any Servicer under its Servicing Agreement with respect to any Additional Collateral or any Limited Purpose Surety Bond relating thereto, including, without limitation, the collection of any amounts owing to the Trust Fund in order for respect thereof (unless and until the Master Servicer shall have assumed the obligations of such Servicer as successor servicer under the related Servicing Agreement pursuant to this Section 9.01, in which case, as successor servicer, it shall be bound to prepare serve and administer the statements specified Additional Collateral and any related Limited Purpose Surety Bond in Section 4.03, and prepare accordance with the provisions of such Servicing Agreement). (b) Upon any other information and statements required to be forwarded termination by the Master Servicer hereunder. The Master Servicer shall reconcile of a Servicer’s rights and powers pursuant to its Servicing Agreement, the results of its Mortgage Loan monitoring with the actual remittances rights and powers of the Servicer with respect to the Custodial Account pursuant to Mortgage Loans shall vest in the applicable Servicing Agreement. The Trustee shall furnish the Master Servicer and the Master Servicer shall be the successor in all respects to such Servicer in its capacity as Servicer with any powers of attorney and other documents in form as provided respect to it necessary such Mortgage Loans under the related Servicing Agreement, unless or appropriate to enable the Servicer and until the Master Servicer to service and administer shall have appointed, with the related Mortgage Loans and REO Property. The Trustee shall provide access to the records and documentation in possession consent of the Trustee regarding the related Mortgage Loans and REO Property and the servicing thereof Rating Agencies, such consent not to be unreasonably withheld, and in accordance with the applicable provisions of the Servicing Agreement, a new Xxxxxx Xxx- or FHLMC-approved Person that is a member in good standing of MERS to serve as successor to the Certificateholders, the NIMS Insurer, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the TrusteeServicer; provided, however, thatthat no Trustee consent or Rating Agency approval shall be required if the successor servicer is a Person that was a Servicer on the Closing Date; provided, further, that it is understood and agreed by the parties hereto that there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to a successor servicer (including the Master Servicer). With such consent, the Master Servicer may elect to continue to serve as successor servicer under the Servicing Agreement. Upon appointment of a successor servicer, as authorized under this Section 9.01(b), unless otherwise required by lawthe successor servicer shall have assumed the obligation of the terminated Servicer under such Servicing Agreement, the Master Servicer, the Trustee and such successor servicer shall enter into a servicing agreement in a form substantially similar to the affected Servicing Agreement. In connection with any such appointment, the Master Servicer may make such arrangements for the compensation of such successor as it and such successor shall agree, but in no event shall such compensation of any successor servicer (including the Master Servicer) be in excess of that payable to the Servicer under the affected Servicing Agreement. The Master Servicer, or if such Servicer is [ ], the Trustee, shall pay the costs of such enforcement (including the termination of any Servicer, the appointment of a successor servicer or the transfer and assumption of the servicing by the Master Servicer) at its own expense and shall be reimbursed therefor initially (i) by the terminated Servicer, (ii) from a general recovery resulting from such enforcement only to the extent, if any, that such recovery exceeds all amounts due in respect of the related Mortgage Loans, (iii) from a specific recovery of costs, expenses or attorney’s fees against the party against whom such enforcement is directed, or (iv) to the extent that such amounts described in (i)-(iii) above are insufficient to reimburse the Master Servicer for such costs of enforcement, from the Trust Fund, as provided in Section 9.04. If the Master Servicer assumes the servicing with respect to any of the Mortgage Loans, it will not assume liability for the representations and warranties of any Servicer it replaces or for the errors or omissions of such Servicer. (c) Upon any termination of a Servicer’s rights and powers pursuant to its Servicing Agreement, the Master Servicer shall promptly notify the Trustee and the Rating Agencies, specifying in such notice that the Master Servicer or any successor servicer, as the case may be, has succeeded the Servicer under the Servicing Agreement, which notice shall also specify the name and address of any such successor servicer. (d) Unless otherwise specified herein, the provisions of Section 9.01(b) (relating to the Xxxxxx Xxx- and Xxxxxxx Mac- approval and MERS membership of any successor servicer, the form of any servicing agreement to be entered into by such successor servicer and the amount of compensation payable thereunder) and the provisions of Section 9.01(c) (relating to notices to the Trustee, the Securities Administrator and the Rating Agencies) shall apply to any proposed transfer or assignment by the Seller of its rights under any Servicing Agreement or of the servicing thereunder or delegation of its rights or duties thereunder or any portion thereof to any other Person other than the initial Servicer under such Servicing Agreement; provided that the Seller shall not be required to provide access prior notice to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee's actual costs. The Trustee shall execute and deliver to the Servicer and anyone other than the Master Servicer of any court pleadings, requests for trustee's sale or other documents necessary or desirable transfer of servicing that occurs within four months following the Closing Date to (i) the foreclosure or trustee's sale with respect to an entity that is a Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor Servicer on the Mortgage Note or Security Instrument; (iii) obtain a deficiency judgment against Closing Date. In addition, neither the Mortgagor; or (iv) enforce any other rights or remedies provided by Depositor nor the Mortgage Note or Security Instrument or otherwise available at law or equity. (b) Consistent with the terms of this Agreement, the Master Servicer may waive, modify or vary any term of any Mortgage Loan or Trustee shall consent to the postponement assignment by any Servicer of strict compliance with any such term or in any manner grant indulgence Servicer’s rights and obligations under the Servicing Agreement to any Mortgagor if such waiver, modification, postponement or indulgence is in conformity with a successor servicer other than a Person that was a Servicer on the Accepted Servicing Practices; provided that, that Closing Date without the NIMs Insurer's prior written consent shall be required for any modification, waiver or amendment by the Master Servicer if the aggregate number of outstanding Mortgage Loans which have been modified, waived or amended exceeds 5% of the number of Mortgage Loans subject to the related Servicing Agreement, provided, however, that: (A) the Master Servicer shall not make future advances (except as provided in Section 4.03); (B) the Master Servicer shall not permit any modification with respect to any Mortgage Loan that would change the Mortgage Rate, defer or forgive the payment of any principal or interest payments, reduce the outstanding Stated Principal Balance (except for reductions resulting from actual payments of principal) or extend the final maturity date on such Mortgage Loan (unless (i) the Mortgagor is in default with respect to the Mortgage Loan or (ii) such default is, in the judgment of the Master Servicer, reasonably foreseeablewhich consent shall not be unreasonably withheld. In connection with any transfer of servicing (whether to another initial Servicer, or otherwise), the Seller shall, at its cost and expense, take such steps, or cause the terminated Servicer to take such steps, as may be necessary or appropriate to effectuate and evidence the transfer of the servicing of the Mortgage Loans to such successor servicer, including, but not limited to, the following: (A) to the extent required by the terms of the Mortgage Loans and by applicable federal and state laws and regulations, the Seller shall cause the prior Servicer to timely mail to each obligor under a Mortgage Loan any required notices or disclosures describing the transfer of servicing of the Mortgage Loans to the successor servicer; and (B) prior to the effective date of such transfer of servicing, the Seller shall cause the prior Servicer to transmit to any related insurer notification of such transfer of servicing; (C) the Master Servicer shall not consent to (i) partial releases of Mortgages, (ii) alterations, (iii) removal, demolition on or division of properties subject to Mortgages, (iv) modification or (v) second mortgage subordination agreements with respect to any Mortgage Loan that would: (i) affect adversely the status of any REMIC as a REMIC,(ii) cause any REMIC to be subject to a tax on "prohibited transactions" or "contributions" pursuant prior to the REMIC Provisions, or (iii) both (x) effect an exchange or reissuance effective date of such transfer of servicing, the Seller shall cause the prior Servicer to deliver to the successor servicer all Mortgage Loan under Section 1001 Documents and any related records or materials; (D) on or prior to the effective date of such transfer of servicing, the Seller shall cause the prior Servicer to transfer to the successor servicer all funds held by the prior Servicer in respect of the Code Mortgage Loans; (E) on or Treasury regulations promulgated thereunder) and (y) prior to the effective date of such transfer of servicing, the Seller shall cause any REMIC constituting part the prior Servicer to, after the effective date of the Trust Fund to fail to qualify as a REMIC under the Code or the imposition transfer of any tax on "prohibited transactions" or "contributions" after the Startup Day under the REMIC Provisions. The provisions of this Section 3.01(b) shall apply servicing to the exercise successor servicer, continue to forward to such successor servicer, within one Business Day of such waiverreceipt, modification, postponement or indulgence rights by the Master Servicer in its capacity as such and shall not apply to the exercise of any similar rights by the Servicer, who shall instead by subject to the provisions of the Servicing Agreement. Such waiver, modification, postponement and indulgence rights of the Master Servicer set forth in this Section shall not be construed as a duty. (c) In the event of a Subservicer Termination Trigger, the Master Servicer shall enforce the obligation of the Servicer under the Servicing Agreements to terminate the related Subservicers and to engage new Subservicers at the direction of the NIMS Insurer. (d) The Master Servicer shall enforce the obligation of the Servicer under the Servicing Agreements to waive Prepayment Charges in accordance with the criteria therein and to pay the amount of any waived Prepayment Chargespayments or other recoveries received by the prior Servicer, and to notify the successor servicer of the source and proper application of each such payment or recovery; and (F) the Seller shall cause the prior Servicer to, after the effective date of transfer of servicing to the successor servicer, continue to cooperate with the successor servicer to facilitate such transfer in such manner and to such extent as the successor servicer may reasonably request. Notwithstanding the foregoing, the prior Servicer shall be obligated to perform the items listed above to the extent provided in the Servicing Agreement.

Administration and Servicing of Mortgage Loans. BY THE MASTER SERVICER Section 9.01 Duties of the Master Servicer; Enforcement of Servicer’s and Master Servicer’s Obligations. (a) The Master Servicer shall superviseServicer, on behalf of the Trustee, the Depositor and the Certificateholders shall, from and after the Closing Date, monitor and oversee the obligation performance of the Servicer Servicers under the Servicing Agreements, and shall use its reasonable good faith efforts to service cause the Servicers duly and administer punctually to perform all of their duties and obligations thereunder. Upon the Mortgage Loans in accordance with the terms occurrence of a default of which an Authorized Officer of the related Master Servicer has actual knowledge under a Servicing Agreement and shall have full power and authority to do any and all things which it may deem necessary or desirable in connection with such master servicing and administration. In performing its obligations hereunderAgreement, the Master Servicer shall act promptly notify the Trustee thereof, and shall specify in a manner consistent such notice the action, if any, the Master Servicer is taking in respect of such default. So long as any such default shall be continuing, the Master Servicer may, and shall if it determines such action to be in the best interests of Certificateholders, (i) terminate all of the rights and powers of such Servicer pursuant to the applicable provisions of the Servicing Agreement; (ii) exercise any rights it may have to enforce the Servicing Agreement against such Servicer; and/or (iii) waive any such default under the Servicing Agreement or take any other action with Accepted Master respect to such default as is permitted thereunder. In addition, under the Servicing Practices. FurthermoreAgreements, the Master Servicer shall be obligated to perform (as agent on behalf of the Depositor) with respect to the Mortgage Loans, certain of the Depositor’s default administration obligations hereunder and under the Servicing Agreements. Notwithstanding any provision of this Agreement or any Servicing Agreement to the contrary, the Master Servicer shall have no duty or obligation to supervise, monitor or oversee the activities of, or to enforce the obligations of, any Servicer under its Servicing Agreement with respect to any Additional Collateral or any 221575 Sequoia 2007-2 Pooling and consult Servicing Agmt. Limited Purpose Surety Bond relating thereto, including, without limitation, the collection of any amounts owing to the Trust Fund in respect thereof (unless and until the Master Servicer shall have assumed the obligations of such Servicer as successor servicer under the related Servicing Agreement pursuant to this Section 9.01, in which case, as successor servicer, it shall be bound to serve and administer the Additional Collateral and any related Limited Purpose Surety Bond in accordance with the provisions of such Servicing Agreement). (b) Upon any termination by the Master Servicer of a Servicer’s rights and powers pursuant to its Servicing Agreement, the rights and powers of the Servicer with respect to the Mortgage Loans shall vest in the Master Servicer and the Master Servicer shall be the successor in all respects to such Servicer in its capacity as necessary from timeServicer with respect to such Mortgage Loans under the related Servicing Agreement, unless or until the Master Servicer shall have appointed, with the consent of the Trustee and the Rating Agencies, such consent not to be unreasonably withheld, and in accordance with the applicable provisions of the Servicing Agreement, a new Fxxxxx Mxx- or FHLMC-to-time approved Person that is a member in good standing of MERS to carry out serve as successor to the Servicer; provided, however, that no Trustee consent or Rating Agency approval shall be required if the successor servicer is a Person that was a Servicer on the Closing Date; provided, further, that it is understood and agreed by the parties hereto that there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to a successor servicer (including the Master Servicer's obligations hereunder). With such consent, shall receive, review and evaluate all reports, information and other data provided to the Master Servicer by may elect to continue to serve as successor servicer under the Servicing Agreement. Upon appointment of a successor servicer, as authorized under this Section 9.01(b), unless the successor servicer shall have assumed the obligation of the terminated Servicer under such Servicing Agreement, the Master Servicer, the Trustee and such successor servicer shall cause enter into a servicing agreement in a form substantially similar to the affected Servicing Agreement. In connection with any such appointment, the Master Servicer may make such arrangements for the compensation of such successor as it and such successor shall agree, but in no event shall such compensation of any successor servicer (including the Master Servicer) be in excess of that payable to perform and observe the covenants, obligations and conditions to be performed or observed by the Servicer under the applicable affected Servicing Agreement. The Master Servicer shall independently pay the costs of such enforcement (including the termination of any Servicer, the appointment of a successor servicer or the transfer and separately monitor assumption of the servicing by the Master Servicer's ) at its own expense and shall be reimbursed therefor initially (i) by the terminated Servicer, (ii) from a general recovery resulting from such enforcement only to the extent, if any, that such recovery exceeds all amounts due in respect of the related Mortgage Loans, (iii) from a specific recovery of costs, expenses or attorney’s fees against the party against whom such enforcement is directed, or (iv) to the extent that such amounts described in (i)-(iii) above are insufficient to reimburse the Master Servicer for such costs of enforcement, from the Trust Fund, as provided in Section 9.04. If the Master Servicer assumes the servicing activities with respect to each related any of the Mortgage LoanLoans, reconcile it will not assume liability for the results representations and warranties of any Servicer it replaces or for the errors or omissions of such monitoring with such information provided in the previous sentence on Servicer. (c) Upon any termination of a monthly basis Servicer’s rights and coordinate corrective adjustments powers pursuant to the Servicer's and Master Servicer's records, and based on such reconciled and corrected informationits Servicing Agreement, the Master Servicer shall provide promptly notify the Trustee and the Rating Agencies, 221575 Sequoia 2007-2 Pooling and Servicing Agmt. specifying in such information notice that the Master Servicer or any successor servicer, as the case may be, has succeeded the Servicer under the Servicing Agreement, which notice shall also specify the name and address of any such successor servicer. (d) Unless otherwise specified herein, the provisions of Section 9.01(b) (relating to the Fxxxxx Mxx- and Fxxxxxx Mac- approval and MERS membership of any successor servicer, the form of any servicing agreement to be entered into by such successor servicer and the amount of compensation payable thereunder) and the provisions of Section 9.01(c) (relating to notices to the Trustee, the Securities Administrator as and the Rating Agencies) shall be necessary in order for it apply to prepare any proposed transfer or assignment by the statements specified in Section 4.03, and prepare Seller of its rights under any Servicing Agreement or of the servicing thereunder or delegation of its rights or duties thereunder or any portion thereof to any other information and statements required to be forwarded by Person other than the Master initial Servicer hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Servicer to the Custodial Account pursuant to the applicable under such Servicing Agreement. The Trustee shall furnish ; provided that the Servicer and the Master Servicer with any powers of attorney and other documents in form as provided to it necessary or appropriate to enable the Servicer and the Master Servicer to service and administer the related Mortgage Loans and REO Property. The Trustee shall provide access to the records and documentation in possession of the Trustee regarding the related Mortgage Loans and REO Property and the servicing thereof to the Certificateholders, the NIMS Insurer, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the Trustee; provided, however, that, unless otherwise required by law, the Trustee Seller shall not be required to provide access prior notice to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee's actual costs. The Trustee shall execute and deliver to the Servicer and anyone other than the Master Servicer of any court pleadings, requests for trustee's sale or other documents necessary or desirable transfer of servicing that occurs within four months following the Closing Date to (i) the foreclosure or trustee's sale with respect to an entity that is a Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor Servicer on the Mortgage Note or Security Instrument; (iii) obtain a deficiency judgment against Closing Date. In addition, neither the Mortgagor; or (iv) enforce any other rights or remedies provided by Depositor nor the Mortgage Note or Security Instrument or otherwise available at law or equity. (b) Consistent with the terms of this Agreement, the Master Servicer may waive, modify or vary any term of any Mortgage Loan or Trustee shall consent to the postponement assignment by any Servicer of strict compliance with any such term or in any manner grant indulgence Servicer’s rights and obligations under the Servicing Agreement to any Mortgagor if such waiver, modification, postponement or indulgence is in conformity with a successor servicer other than a Person that was a Servicer on the Accepted Servicing Practices; provided that, that Closing Date without the NIMs Insurer's prior written consent shall be required for any modification, waiver or amendment by the Master Servicer if the aggregate number of outstanding Mortgage Loans which have been modified, waived or amended exceeds 5% of the number of Mortgage Loans subject to the related Servicing Agreement, provided, however, that: (A) the Master Servicer shall not make future advances (except as provided in Section 4.03); (B) the Master Servicer shall not permit any modification with respect to any Mortgage Loan that would change the Mortgage Rate, defer or forgive the payment of any principal or interest payments, reduce the outstanding Stated Principal Balance (except for reductions resulting from actual payments of principal) or extend the final maturity date on such Mortgage Loan (unless (i) the Mortgagor is in default with respect to the Mortgage Loan or (ii) such default is, in the judgment of the Master Servicer, reasonably foreseeablewhich consent shall not be unreasonably withheld. In connection with any transfer of servicing (whether to another initial Servicer, or otherwise), the Seller shall, at its cost and expense, take such steps, or cause the terminated Servicer to take such steps, as may be necessary or appropriate to effectuate and evidence the transfer of the servicing of the Mortgage Loans to such successor servicer, including, but not limited to, the following: (A) to the extent required by the terms of the Mortgage Loans and by applicable federal and state laws and regulations, the Seller shall cause the prior Servicer to timely mail to each obligor under a Mortgage Loan any required notices or disclosures describing the transfer of servicing of the Mortgage Loans to the successor servicer; and (B) prior to the effective date of such transfer of servicing, the Seller shall cause the prior Servicer to transmit to any related insurer notification of such transfer of servicing; (C) on or prior to the Master effective date of such transfer of servicing, the Seller shall cause the prior Servicer to deliver to the successor servicer all Mortgage Documents and any related records or materials; (D) on or prior to the effective date of such transfer of servicing, the Seller shall cause the prior Servicer to transfer to the successor servicer all funds held by the prior Servicer in respect of the Mortgage Loans; (E) on or prior to the effective date of such transfer of servicing, the Seller shall cause the prior Servicer to, after the effective date of the transfer of servicing to the successor servicer, continue to forward to such successor servicer, within one Business Day of receipt, the amount of any payments or other recoveries received by the prior Servicer, and to notify the successor servicer of the source and proper application of each such payment or recovery; and (F) the Seller shall cause the prior Servicer to, after the effective date of transfer of servicing to the successor servicer, continue to cooperate with the successor servicer to facilitate such transfer in such manner and to such extent as the successor servicer may reasonably request. Notwithstanding the foregoing, the prior Servicer shall not consent be obligated to (i) partial releases of Mortgages, (ii) alterations, (iii) removal, demolition or division of properties subject to Mortgages, (iv) modification or (v) second mortgage subordination agreements with respect to any Mortgage Loan that would: (i) affect adversely perform the status of any REMIC as a REMIC,(ii) cause any REMIC to be subject to a tax on "prohibited transactions" or "contributions" pursuant items listed above to the REMIC Provisions, or (iii) both (x) effect an exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or Treasury regulations promulgated thereunder) and (y) cause any REMIC constituting part of the Trust Fund to fail to qualify as a REMIC under the Code or the imposition of any tax on "prohibited transactions" or "contributions" after the Startup Day under the REMIC Provisions. The provisions of this Section 3.01(b) shall apply to the exercise of such waiver, modification, postponement or indulgence rights by the Master Servicer extent provided in its capacity as such and shall not apply to the exercise of any similar rights by the Servicer, who shall instead by subject to the provisions of the Servicing Agreement. Such waiver, modification, postponement 221575 Sequoia 2007-2 Pooling and indulgence rights of the Master Servicer set forth in this Section shall not be construed as a dutyServicing Agmt. (c) In the event of a Subservicer Termination Trigger, the Master Servicer shall enforce the obligation of the Servicer under the Servicing Agreements to terminate the related Subservicers and to engage new Subservicers at the direction of the NIMS Insurer. (d) The Master Servicer shall enforce the obligation of the Servicer under the Servicing Agreements to waive Prepayment Charges in accordance with the criteria therein and to pay the amount of any waived Prepayment Charges.

Administration and Servicing of Mortgage Loans. Section 5.01 PHH Mortgage to Act as Servicer; Servicing Standards; Additional Documents; Consent of the Purchaser (a1) The Master Servicer Servicer, as independent contract servicer, shall supervise, monitor and oversee the obligation of the Servicer to service and administer the Mortgage Loans and REO Property from and after the Closing Date in accordance with the terms and provisions of the related Mortgage Loans, applicable law and the terms and provisions of this Agreement for and on behalf of, and in the best interests of, the Purchaser and the Trustee as assignee of the Purchaser (without taking into account any relationship the Servicer may have with any Mortgagor or other Person, the participation, if any, of the Servicer in any financing provided in connection with the sale of any Mortgaged Property, or the Servicer’s obligation to advance any expenses or incur any costs in the performance of its duties hereunder) in accordance with a standard that is not less than the higher of (a) the same care, skill, prudence and diligence with which it services similar assets held for its own or its Affiliates’ account and (b) the same care, skill, prudence and diligence with which it services similar assets for third party institutional investors, in each case giving due consideration to customary and usual standards of practice of prudent institutional mortgage loan servicers utilized with respect to mortgage loans comparable to the Mortgage Loans. Subject to the foregoing standards, in connection with such servicing and administration, the Servicer shall seek to maximize the timely recovery of principal and interest on the Mortgage Notes; provided that nothing contained herein shall be construed as an express or implied guarantee by the Servicer of the collectibility of payments on the Mortgage Loans or shall be construed as impairing or adversely affecting any rights or benefits specifically provided by this Agreement to the Servicer, including with respect to Servicing Agreement Fees. (2) To the extent consistent with Section 5.01(1) and further subject to any express limitations set forth in this Agreement, the Servicer (acting alone or, solely in the circumstances permitted hereunder, acting through a subservicer) shall have full power and authority to do or cause to be done any and all things which that it may deem necessary or desirable in connection with such master servicing and administration. In performing its obligations hereunder, including the Master power and authority (a) to execute and deliver, on behalf of the Purchaser, customary consents or waivers and other instruments and documents (including estoppel certificates), (b) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages, (c) to submit claims to collect any Insurance Proceeds and Liquidation Proceeds, (d) to consent to the application of any Insurance Proceeds or Condemnation Proceeds to the restoration of the applicable Mortgaged Property or otherwise, (e) to bring an action in a court of law, including an unlawful detainer action, to enforce rights of the Purchaser with respect to any Mortgaged Property, (f) to execute and deliver, on behalf of the Purchaser, documents relating to the management, operation, maintenance, repair, leasing, marketing and sale of any Mortgaged Property or any REO Property, and (g) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that the Servicer shall act not take any action not provided for in a manner consistent this Agreement that is materially inconsistent with Accepted Master Servicing Practices. Furthermore, or materially prejudices the Master Servicer shall oversee and consult with interest of the Servicer as necessary from time-to-time to carry out the Master Servicer's obligations hereunder, shall receive, review and evaluate all reports, information and other data provided to the Master Servicer by the Servicer and shall cause the Servicer to perform and observe the covenants, obligations and conditions to be performed Purchaser in any Mortgage Loan or observed by the Servicer under the applicable Servicing this Agreement. The Master Servicer shall independently and separately monitor Purchaser or the Servicer's servicing activities with respect to each related Mortgage Loan, reconcile the results of such monitoring with such information provided in the previous sentence on a monthly basis and coordinate corrective adjustments to the Servicer's and Master Servicer's records, and based on such reconciled and corrected information, the Master Servicer shall provide such information to the Securities Administrator Trustee as shall be necessary in order for it to prepare the statements specified in Section 4.03, and prepare any other information and statements required to be forwarded by the Master Servicer hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances assignee of the Servicer to the Custodial Account pursuant to the applicable Servicing Agreement. The Trustee Purchaser shall furnish the Servicer and the Master Servicer with any powers a power of attorney in the form of Exhibit 5.01(a) and other documents in form as provided to it reasonably necessary or appropriate to enable the Servicer and the Master Servicer to service and administer the related Mortgage Loans and the REO Properties, including documents relating to the foreclosure, receivership, management, operation, maintenance, repair, leasing, marketing and sale (in foreclosure or otherwise) of any Mortgaged Property or any REO Property. The Trustee shall provide access . (3) Notwithstanding anything to the records and documentation in possession contrary contained herein: (a) the Servicer acknowledges that the Purchaser or the Trustee as assignee of the Trustee regarding Purchaser will retain title to, and ownership of, the related Mortgage Loans and the REO Properties and that the Servicer does not hereby acquire any title to, security interest in, or other rights of any kind in or to any Mortgage Loan or REO Property or any portion thereof; (b) the Servicer shall not file any lien or any other encumbrance on, exercise any right of setoff against, or attach or assert any claim in or on any Mortgage Loan or REO Property, unless authorized pursuant to a judicial or administrative proceeding or a court order; (c) the Servicer shall, in servicing the Mortgage Loans, follow and comply with the servicing thereof guidelines established by Xxxxxx Xxx, provided that the Servicer shall specifically notify the Purchaser in writing and obtain the Purchaser’s written consent prior to the Certificateholders, the NIMS Insurer, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the Trustee; provided, however, that, unless otherwise required by law, the Trustee shall not be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee shall allow representatives of the above entities to photocopy Servicer taking any of the records and documentation and shall provide equipment for that purpose at following actions: (1) modifying, amending or waiving any of the financial terms of, or making any other material modifications to, a charge that covers the Trustee's actual costs. The Trustee shall execute and deliver to Mortgage Loan, except the Servicer and may be permitted to do so in the Master Servicer any court pleadings, requests for trustee's sale event of a Specially Serviced Mortgage Loan or other documents necessary or desirable to (i) the foreclosure or trustee's sale with respect to a Mortgaged PropertyMortgage Loan insured by HUD or a Primary Insurance Policy, upon the Mortgagor’s request, accept a principal prepayment and re-amortize the then remaining principal balance over the then remaining term of the loan (resulting in a lower scheduled monthly payment but no change in the maturity date); (ii2) selling any legal action brought to obtain judgment against any Mortgagor on the Specially Serviced Mortgage Note or Security InstrumentLoan; (iii3) obtain forgiving principal or interest on, or permitting to be satisfied at a deficiency judgment against discount, any Mortgage Loan except in the Mortgagorevent of a Specially Serviced Mortgage Loan; or (iv4) enforce accepting substitute or additional collateral, or releasing any other rights collateral, for a Mortgage Loan. If the Purchaser or remedies provided the Trustee as assignee of the Purchaser has not approved or rejected in writing any proposed action(s) recommended by the Mortgage Note or Security Instrument or otherwise available at law or equity.Servicer to be taken hereunder within 5 Business Days of the date such recommendation is made, then the Purchaser shall be deemed to have accepted such recommended action(s) and the Servicer shall take any such action(s); (bd) Consistent with the terms Servicer shall notify the Custodian of this Agreementany modification, the Master Servicer may waive, modify waiver or vary amendment of any term of any Mortgage Loan or consent and the date thereof and shall deliver to the postponement Custodian, for deposit in the related Mortgage File, an original counterpart of strict compliance with any the agreement relating to such term or in any manner grant indulgence to any Mortgagor if such waiver, modification, postponement or indulgence is in conformity with the Accepted Servicing Practices; provided that, that the NIMs Insurer's prior written consent shall be required for any modification, waiver or amendment by promptly following the Master Servicer if the aggregate number of outstanding Mortgage Loans which have been modified, waived or amended exceeds 5% of the number of Mortgage Loans subject to the related Servicing Agreement, provided, however, that: (A) the Master Servicer shall not make future advances (except as provided in Section 4.03)execution thereof; (Be) in accordance with the Master Xxxxxx Xxx Guide, the Servicer shall not permit any modification with respect be entitled to any Mortgage Loan that would change the Mortgage Rateworkout compensation as it relates to repayment plans, defer or forgive the payment loan modifications, short-sales, deed-in lieu of any principal or interest paymentsforeclosure, reduce the outstanding Stated Principal Balance (except for reductions resulting from actual payments of principal) or extend the final maturity date on such Mortgage Loan (unless (i) the Mortgagor is and hardship assumptions as evidenced in default with respect to the Mortgage Loan or (ii) such default is, in the judgment of the Master Servicer, reasonably foreseeableExhibit 5.01(b); and (Cf) the Master Servicer shall not consent remain primarily liable for the full performance of its obligations hereunder notwithstanding any appointment by the Servicer of a subservicer or subservicers hereunder. Section 5.02 Collection of Mortgage Loan Payments Continuously from the date hereof until the principal and interest on all Mortgage Loans are paid in full, the Servicer will proceed diligently to (i) partial releases collect all payments due under each Mortgage Loan when the same shall become due and payable and shall, to the extent such procedures shall be consistent with this Agreement and the terms and provisions of Mortgagesany related Primary Insurance Policy, (ii) alterations, (iii) removal, demolition or division of properties subject to Mortgages, (iv) modification or (v) second mortgage subordination agreements follow such collection procedures as it follows with respect to any Mortgage Loan that would: (i) affect adversely the status of any REMIC as a REMIC,(ii) cause any REMIC to be subject to a tax on "prohibited transactions" or "contributions" pursuant mortgage loans comparable to the REMIC ProvisionsMortgage Loans, or (iii) both (x) effect an exchange or reissuance of such Mortgage Loan under Section 1001 of which procedures shall in any event comply with the Code (or Treasury regulations promulgated thereunder) and (y) cause any REMIC constituting part of the Trust Fund to fail to qualify as a REMIC under the Code or the imposition of any tax on "prohibited transactions" or "contributions" after the Startup Day under the REMIC Provisions. The provisions of this Section 3.01(b) shall apply to the exercise of such waiver, modification, postponement or indulgence rights by the Master Servicer in its capacity as such and shall not apply to the exercise of any similar rights by the Servicer, who shall instead by subject to the provisions of the Servicing Agreement. Such waiver, modification, postponement and indulgence rights of the Master Servicer servicing standards set forth in this Section shall not be construed as a duty. (c) In the event of a Subservicer Termination Trigger5.01. Furthermore, the Master Servicer shall enforce ascertain and estimate annual ground rents, taxes, assessments, fire and hazard insurance premiums, mortgage insurance premiums, and all other charges that, as provided in the obligation of Mortgages, will become due and payable to the Servicer under end that the Servicing Agreements to terminate installments payable by the related Subservicers and to engage new Subservicers at the direction of the NIMS Insurer. (d) The Master Servicer shall enforce the obligation of the Servicer under the Servicing Agreements to waive Prepayment Charges in accordance with the criteria therein and Mortgagors will be sufficient to pay the amount of any waived Prepayment Chargessuch charges as and when they become due and payable.