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

Administration and Servicing of Mortgage Loans. SECTION 3.1 Master Servicer to Service Mortgage Loans. For and on behalf of the Certificateholders, the Master Servicer shall service and administer the Mortgage Loans in accordance with the terms of (i) the Servicing Rights Transfer and Subservicing Agreement, pursuant to which First Tennessee Mortgage Services, Inc. engaged the Master Servicer to subservice the Mortgage Loans, (ii) this Agreement and (iii) the customary and usual standards of practice of prudent mortgage loan servicers; provided that if there is a conflict between the terms of the Servicing Agreement and the Servicing Rights Transfer and Subservicing Agreement, on the one hand, and this Agreement, on the other hand, the terms of this Agreement shall prevail. In connection with such servicing and administration, the Master Servicer shall have full power and authority, acting alone and/or through Subservicers as provided in Section 3.2 hereof, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration, 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 the Master Servicer shall not take any action that is inconsistent with or prejudices the interests of the Trust Fund or the Certificateholders in any Mortgage Loan or the rights and interests of the Depositor, the Trustee and the Certificateholders under this Agreement. The Master Servicer shall represent and protect the 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, and shall not make or permit any modification, waiver or amendment of any Mortgage Loan which would cause any REMIC created hereunder to fail to qualify as a REMIC or result in the imposition of any tax under Section 860F(a) or Section 860G(d) of the Code. Without limiting the generality of the foregoing, the Master Servicer, in its own name or in the name of the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, when the Master Servicer believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, 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 shall prepare and deliver to the Depositor and/or the Trustee such documents requiring execution and delivery by either or both of them as are necessary or appropriate to enable the Master Servicer to service and administer the Mortgage Loans to the extent that the Master 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 shall execute such documents and deliver them to the Master Servicer. The Master Servicer further is authorized and empowered by the Trustee, on behalf of the Certificateholders and the Trustee, in its own name or in the name of the Subservicer, when the Master Servicer or the Subservicer as the case may be, believes it appropriate in its best judgment to register any Mortgage Loan on the MERS® System, or cause the removal from the registration of any 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. In accordance with the standards of the preceding paragraph, the Master 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, which advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.6, and further as provided in Section 3.8. The costs incurred by the Master Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties 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.

Administration and Servicing of Mortgage Loans. SECTION 3.1 Master Servicer to Service Mortgage LoansSection 3.01 Servicing. For and on behalf of the CertificateholdersActing directly or through one or more Subservicers as provided in Section 3.03, the Master Servicer shall service and administer the Mortgage Loans in accordance with the terms of (i) the Servicing Rights Transfer and Subservicing this Agreement, pursuant to which First Tennessee Mortgage Services, Inc. engaged the Master Servicer to subservice the Mortgage Loans, (ii) this Agreement and (iii) the customary and usual standards of practice of prudent mortgage loan servicers; provided that if there is a conflict between the terms of the Servicing Agreement respective Mortgage Loans, all applicable laws (including, without limitation, any applicable predatory and the Servicing Rights Transfer and Subservicing Agreement, on the one handabusive lending laws), and this Agreementits normal and customary servicing standards, on the other hand, the terms of this Agreement shall prevail. In connection with such servicing and administration, the Master Servicer shall have full power and authority, acting alone and/or through Subservicers as provided in Section 3.2 hereofalone, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration, including but administration which it may deem necessary or desirable. The Servicer shall not limited to, be required to institute litigation for collection of any payment if it reasonably questions its ability to enforce the power and authority, subject provision of the Mortgage Loan under which the payment is required. Subject to the terms hereof (i) to execute and deliverhereof, 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 Master Servicer shall not take any action that is inconsistent with or prejudices the interests of the Trust Fund or the Certificateholders in any Mortgage Loan or the rights have full power and interests of the Depositor, the Trustee and the Certificateholders under this Agreement. The Master Servicer shall represent and protect the 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, and shall not make or permit any modification, waiver or amendment of any Mortgage Loan which would cause any REMIC created hereunder to fail to qualify as a REMIC or result in the imposition of any tax under Section 860F(a) or Section 860G(d) of the Code. Without limiting the generality of the foregoing, the Master Servicer, in its own name or in the name of the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, when the Master Servicer believes it appropriate in its reasonable judgment, authority to execute and deliver, on behalf of the Trustee, the Depositorcustomary consents, waivers and similar instruments. Subject to Section 3.03, the Certificateholders Servicer may, and is hereby authorized to, perform any of its servicing responsibilities with respect to all or certain of the Mortgage Loans through a Subservicer as it may from time to time designate, but no such designation of a Subservicer shall serve to release the Servicer from any of its obligations under this Agreement. Such Subservicer shall have the rights and powers of the Servicer which have been delegated to such Subservicer with respect to such Mortgage Loans under this Agreement. Without limiting the generality of the foregoing, but subject to Sections 3.11 and 3.12, the Servicer in its own name or in the name of a Subservicer may be authorized and empowered pursuant to a power of attorney executed and delivered by the Trustee to execute and deliver, and may be authorized and empowered by the Trustee to execute and deliver, on behalf of itself, the Holders and the Trustee or any of them, (i) any and all instruments of satisfaction or cancellation, cancellation or of partial or full release or discharge and all other comparable instruments, instruments with respect to the Mortgage Loans, Loans and with respect to the Mortgaged Properties held for the benefit Properties, (ii) to institute foreclosure proceedings or obtain a deed in lieu of the Certificateholders. The Master Servicer shall prepare and deliver foreclosure so as to the Depositor and/or the Trustee such documents requiring execution and delivery by either or both effect ownership of them as are necessary or appropriate to enable the Master Servicer to service and administer the Mortgage Loans to the extent that the Master 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 shall execute such documents and deliver them to the Master Servicer. The Master Servicer further is authorized and empowered by the Trustee, on behalf of the Certificateholders and the Trustee, in its own name or any Mortgaged Property in the name of the Subservicer, when the Master Servicer or the Subservicer as the case may be, believes it appropriate in its best judgment to register any Mortgage Loan on the MERS® System, or cause the removal from the registration of any Mortgage Loan on the MERS® System, to execute and deliver, on behalf of the Trustee, and (iii) to hold title to any Mortgaged Property upon such foreclosure or deed in lieu of foreclosure on behalf of the Trustee. Section 3.11(a) and Section 3.12(a) shall each constitute a revocable power of attorney from the Trustee to the Servicer to execute an instrument of satisfaction (or assignment of mortgage without recourse) for any Mortgage Loan held by the Trustee paid in full or foreclosed (or for which payment in full has been escrowed). Revocation of such power of attorney shall take effect upon (i) the receipt by the Servicer of written notice thereof from the Trustee or (ii) the termination of the Trust. Upon written instructions from the Servicer, the Trustee shall execute any documentation furnished to it by the Servicer for recordation by the Servicer in the appropriate jurisdictions as shall be necessary to effectuate the foregoing. Subject to Sections 3.11 and 3.12, the Certificateholders Trustee shall execute a power of attorney to the Servicer or any of them, Subservicer and furnish them with any other documents as the Servicer or such Subservicer shall reasonably request in writing to enable the Servicer and all instruments of assignment such Subservicer to carry out their respective servicing and other comparable instruments with respect administrative duties hereunder. The Servicer shall give prompt written notice 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. In accordance with of any action, of which the standards of Servicer has actual knowledge, to (i) assert a claim against the preceding paragraph, Trust or (ii) assert jurisdiction over the Master 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, which advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.6, and further as provided in Section 3.8. The costs incurred by the Master Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties 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 permitTrust.

Administration and Servicing of Mortgage Loans. SECTION 3.1 Master Servicer Section 5.01 Cendant Mortgage to Service Mortgage LoansAct as Servicer; Servicing Standards: Additional Documents. For and on behalf Consent of the CertificateholdersPurchaser. (1) The Servicer, the Master Servicer as independent contract servicer, shall service and administer the Mortgage Loans and REO Property from and after each Funding Date in accordance with the terms and provisions of (i) the Servicing Rights Transfer and Subservicing Agreement, pursuant to which First Tennessee Mortgage Services, Inc. engaged the Master Servicer to subservice the Mortgage Loans, (ii) applicable law and the terms and provisions of this Agreement for and on behalf of, and in the best interests 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 (iiib) 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; provided that if there is a conflict between servicers utilized with respect to mortgage loans comparable to the terms of Mortgage Loans. Subject to the Servicing Agreement and the Servicing Rights Transfer and Subservicing Agreementforegoing standards, on the one hand, and this Agreement, on the other hand, the terms of this Agreement shall prevail. In in connection with such servicing and administration, the Master 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 Seller, including with respect to Servicing 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, acting alone and/or through Subservicers as provided in Section 3.2 hereof, authority to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration, including but not limited to, the power and authority, subject to the terms hereof authority (ia) to execute and deliver, on behalf of the Certificateholders and the TrusteePurchaser, customary consents or waivers and other instruments and documentsdocuments (including estoppel certificates), (iib) 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)Mortgages, (iiic) to submit claims to collect any Insurance Proceeds and other 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, (t) 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 (ivg) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that the Master Servicer shall not take any action not provided for in this Agreement that is materially inconsistent with or materially prejudices the interests interest of the Trust Fund or the Certificateholders Purchaser in any Mortgage Loan or the rights and interests of the Depositor, the Trustee and the Certificateholders under this Agreement. The Master Servicer shall represent and protect If reasonably requested by the 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, and shall not make or permit any modification, waiver or amendment of any Mortgage Loan which would cause any REMIC created hereunder to fail to qualify as a REMIC or result in the imposition of any tax under Section 860F(a) or Section 860G(d) of the Code. Without limiting the generality of the foregoingServicer, the Master Servicer, in its own name or in Purchaser shall furnish the name Servicer with any powers of the Depositor attorney and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, when the Master Servicer believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, 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 shall prepare and deliver to the Depositor and/or the Trustee such documents requiring execution and delivery by either or both of them as are reasonably necessary or appropriate to enable the Master Servicer to service and administer the Mortgage Loans and the REO Properties, including documents relating to the extent foreclosure, receivership, management, operation, maintenance, repair, leasing, marketing and sale (in foreclosure or otherwise) of any Mortgaged Property or any REO Property. Nothing contained in this Agreement shall limit the ability of the Servicer to lend money to (whether on a secured or unsecured basis), and otherwise generally engage in any kind of business or dealings with, any Mortgagor as though the Servicer were not a party to this Agreement or to the transactions contemplated hereby. (3) Notwithstanding anything to the contrary contained herein: (a) the Servicer acknowledges that the Master Servicer is not permitted to execute Purchaser will retain title to, and deliver such documents pursuant to the preceding sentence. Upon receipt of such documentsownership of, the Depositor and/or the Trustee shall execute such documents and deliver them to the Master Servicer. The Master Servicer further is authorized and empowered by the Trustee, on behalf of the Certificateholders Mortgage Loans and the TrusteeREO Properties and that the Servicer does not hereby acquire any title to, security interest in, or other rights of any kind in its own name or in the name of the Subservicer, when the Master Servicer or the Subservicer as the case may be, believes it appropriate in its best judgment to register any Mortgage Loan on or REO Property or any portion thereof; (b) the MERS® SystemServicer shall not file any lien or any other encumbrance on, exercise any right of setoff against, or cause the removal from the registration of attach or assert any claim in or on any Mortgage Loan on the MERS® Systemor REO Property, 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. In accordance with the standards of the preceding paragraph, the Master 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, which advances shall be reimbursable in the first instance from related collections from the Mortgagors unless authorized pursuant to Section 3.6, and further as provided in Section 3.8. The costs incurred by a judicial or administrative proceeding or a court order; (c) the Master Servicer, if anyServicer shall, in effecting servicing the timely payments of taxes and assessments on the Mortgaged Properties 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 follow and comply with the servicing guidelines established by FNMA, provided that the Servicer shall specifically notify the Purchaser in writing and obtain the Purchaser's written consent prior to the Servicer taking any of the following actions: (1) modifying, amending or waiving any of the financial terms of, or making any other material modifications to, a Mortgage Loan, except the Servicer may, upon the Mortgagor's request, accept a principal prepayment and re-amortize the then remaining principal balance over the then remaining term of such Mortgage Loans so permit.the loan (resulting in a lower scheduled monthly payment but no change in the maturity date);

Administration and Servicing of Mortgage Loans. SECTION 3.1 Master Servicer to Service Mortgage LoansBY THE MASTER SERVICER Section 9.01. For and on behalf Duties of the Certificateholders, the Master Servicer shall service and administer the Mortgage Loans in accordance with the terms of (i) the Servicing Rights Transfer and Subservicing Agreement, pursuant to which First Tennessee Mortgage Services, Inc. engaged the Master Servicer to subservice the Mortgage Loans, (ii) this Agreement and (iii) the customary and usual standards of practice of prudent mortgage loan servicers; provided that if there is a conflict between the terms of the Servicing Agreement and the Servicing Rights Transfer and Subservicing Agreement, on the one hand, and this Agreement, on the other hand, the terms of this Agreement shall prevail. In connection with such servicing and administration, the Master Servicer shall have full power and authority, acting alone and/or through Subservicers as provided in Section 3.2 hereof, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration, 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 the Master Servicer shall not take any action that is inconsistent with or prejudices the interests of the Trust Fund or the Certificateholders in any Mortgage Loan or the rights and interests of the Depositor, the Trustee and the Certificateholders under this Agreement. The Master Servicer shall represent and protect the 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, and shall not make or permit any modification, waiver or amendment of any Mortgage Loan which would cause any REMIC created hereunder to fail to qualify as a REMIC or result in the imposition of any tax under Section 860F(a) or Section 860G(d) of the Code. Without limiting the generality of the foregoing, the Master Servicer, in its own name or in the name ; Enforcement of the Depositor Servicers’ and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, when the Master Servicer believes it appropriate in its reasonable judgment, to execute and deliverServicer’s Obligations. (a) The Master Servicer, on behalf of the Trustee, the DepositorDepositor and the Certificateholders shall monitor the performance of the Servicers under the Purchase and Servicing Agreements, and shall use its reasonable good faith efforts to cause the Servicers duly and punctually to perform all of their respective duties and obligations thereunder. Upon the occurrence of a default of which a Responsible Officer of the Master Servicer has actual knowledge under a Purchase and Servicing Agreement, the Certificateholders Master Servicer shall promptly notify the Trustee thereof, and shall specify in 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 of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instrumentsaction with respect to such default as is permitted thereunder. Notwithstanding anything to the contrary in this Agreement, with respect to any Additional Collateral Mortgage Loan, the Mortgage LoansMaster Servicer will have no duty or obligation to supervise, monitor or oversee the activities of the related Servicer under any Purchase and Servicing Agreement with respect to any Additional Collateral or under any agreement relating to the pledge of, or the perfection of a pledge or security interest in, any Additional Collateral except upon the occurrence of the following events (i) in the case of a final liquidation of any Mortgaged Property secured by Additional Collateral, the Master Servicer shall enforce the obligation of the Servicer under the related Servicing 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 Mortgaged Properties held 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 benefit 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 CertificateholdersMaster Servicer) be in excess of that payable to the Servicer under the affected Purchase and Servicing Agreement. The Master Servicer shall prepare pay the costs of such enforcement (including the termination of a Servicer, the appointment of a successor servicer or the transfer and deliver 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 Depositor and/or extent, if any, that such recovery exceeds all amounts due in respect of the Trustee related Mortgage Loans, (iii) from a specific recovery of costs, expenses or attorney’s fees against the party against whom such documents requiring execution and delivery by either enforcement is directed, or both of them as are necessary or appropriate to enable the Master Servicer to service and administer the Mortgage Loans (iv) to the extent that such amounts described in (i)-(iii) above are insufficient to reimburse the Master Servicer is 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 permitted to execute assume liability for the representations and deliver such documents pursuant to warranties of any Servicer it replaces or for the preceding sentence. Upon receipt errors or omissions of such documentsServicer. 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 and/or shall (i) cause the Trustee shall execute such documents and deliver them Seller to give reasonable prior written notice to the Master Servicer. The , 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 Xxxxxx Mae- or FHLMC-approved Person reasonably acceptable to the Master Servicer further is authorized and empowered shall be chosen by the Trustee, on behalf Seller and appointed as successor servicer with the acknowledgment of the Certificateholders Master Servicer and the Trustee; provided, in its own name or in 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 Subservicersuccessor Servicer, when (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 Mortgage Loans under either the Purchase and Servicing Agreement together with the 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 Master 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 the Subservicer any successor servicer, as the case may be, believes it appropriate in its best judgment has succeeded such Servicer under the related Purchase and Servicing Agreement or under any other servicing agreement reasonably satisfactory to register any Mortgage Loan on the MERS® SystemMaster Servicer and the Rating Agencies, or cause which notice shall also specify the removal from the registration name and address of any Mortgage Loan on such successor servicer. (d) The Depositor shall not consent to the MERS® Systemassignment 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, to which consent shall not be unreasonably withheld. (e) The Trustee shall execute and deliver, at the written request of the Master Servicer or any Servicer, and furnish to the 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 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. In accordance with purposes described herein to the standards of the preceding paragraph, extent necessary or desirable to enable the Master Servicer or any Servicer to perform its respective duties. The Trustee shall advance or cause to not be advanced funds as necessary liable for the purpose actions of effecting the payment of taxes and assessments on the Mortgaged Properties, which advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.6, and further as provided in Section 3.8. The costs incurred by the Master Servicer, if any, in effecting the timely payments Servicer or any Servicer under such powers of taxes and assessments on the Mortgaged Properties 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 permitattorney.

Administration and Servicing of Mortgage Loans. SECTION 3.1 Section 3.01. The Company to Act as Master Servicer. The Company shall act as Master Servicer to Service Mortgage Loans. For and on behalf of the Certificateholders, the Master Servicer shall service and administer the Mortgage Loans on behalf of the Trust and for the benefit of the Certificateholders in accordance with the terms of (i) the Servicing Rights Transfer and Subservicing Agreementhereof, pursuant to which First Tennessee Mortgage Services, Inc. engaged the Master Servicer to subservice the Mortgage Loans, (ii) this Agreement and (iii) the customary and usual standards of practice of consistent with prudent mortgage loan servicers; provided that if there is a conflict between servicing practices and (unless inconsistent with prudent mortgage loan servicing practices) in the terms of the Servicing Agreement and the Servicing Rights Transfer and Subservicing Agreement, on the one handsame manner in which, and this Agreementwith the same care, on the skill, prudence and diligence with which, it services and administers similar mortgage loans for other handportfolios, the terms of this Agreement shall prevail. In connection with such servicing and administration, the Master Servicer shall have full power and authority, acting alone and/or through Subservicers as provided in Section 3.2 hereof, authority to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administrationadministration which a prudent servicer of mortgage loans would do under similar circumstances, including but not limited toincluding, without limitation, the power and authority, subject authority to bring actions and defend the terms hereof (i) to execute and deliver, Mortgage Pool Assets on behalf of the Certificateholders and Trust in order to enforce the Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions terms of the Mortgage Notes 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 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 Master Servicer shall not take any action that is inconsistent with diligently pursue all of its rights against such agents or prejudices the interests of the Trust Fund or the Certificateholders in any Mortgage Loan or the rights and interests of the Depositor, the Trustee and the Certificateholders under this Agreementindependent contractors. The Master Servicer shall represent make reasonable efforts to collect or cause to be collected all payments called for under the terms and protect the interests provisions of the Trust Fund 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 accordance with prudent mortgage loan servicing practices, (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. Subject to the fourth sentence of this paragraph, the Master Servicer shall have the right, but not the obligation, to purchase any 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 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. Subject to the fourth sentence of this paragraph, the Master Servicer shall also have the right, but not the obligation, to purchase, for an amount equal to its Purchase Price, any Mortgage Loan delinquent 90 consecutive days or more, for the purpose of requiring the Person who sold such 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. Notwithstanding the immediately preceding two sentences, the Master Servicer's right to purchase any Mortgage Loan pursuant to either of such preceding sentences shall be subject to the following additional conditions: (x) if the date on which the Mortgage Loan first became 90-day delinquent (the "Initial Delinquency Date") occurred during the first two calendar months of a calendar quarter, the Master Servicer may exercise the purchase right during the period commencing on the Initial Delinquency Date and ending on the last Master Servicer Business Day of such calendar quarter, (y) if the Initial Delinquency Date occurred during the third calendar month of a calendar quarter, the Master Servicer may exercise the purchase right during the period commencing on the first day of the immediately succeeding calendar quarter and ending on the last Master Servicer Business Day of such succeeding calendar quarter and (z) if the Master Servicer does not exercise the purchase right with respect to a Mortgage Loan during the period specified in clause (x) or (y), as applicable, such Mortgage Loan shall thereafter again become eligible for purchase pursuant to the preceding two sentences only after the Mortgage Loan ceases to be 90-day delinquent and thereafter becomes 90-day delinquent again. 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 Section 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 protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a 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; provided, however, that (unless the Mortgagor is in default with respect to the Mortgage Loan or in the reasonable judgment of the Master Servicer such default is imminent) the Master Servicer shall not make or permit any modification, waiver or amendment of modification with respect to any Mortgage Loan which that would (i) change the applicable Mortgage Interest Rate, defer or forgive the payment of any principal or interest, reduce the outstanding principal balance (except for actual payments of principal) or extend the final maturity date with respect to such Mortgage Loan, or (ii) be inconsistent with the terms of any applicable Primary Insurance Policy, FHA insurance policy, VA guaranty, hazard insurance policy or federal flood insurance policy. 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 REMIC created hereunder to fail to qualify as a REMIC or result in the imposition of any tax such under Section 860F(a) or Section 860G(d) of the Code. Without limiting the generality The Master Servicer shall be entitled to approve a request from a Mortgagor for a partial release of the foregoingrelated Mortgaged Property, the Master Servicergranting of an easement thereon in favor of another Person, in any alteration or demolition of the related Mortgaged Property or other similar matters if it has determined, exercising its own name or good faith business judgment in the name same manner as it would if it were the owner of the Depositor related Mortgage Loan, that the security for, and the Trusteetimely and full collectability of, such Mortgage Loan would not be adversely affected thereby and that REMIC I, REMIC II and REMIC III would not fail to continue to qualify as a REMICs under the Code as a result thereof and that no tax on "prohibited transactions" or "contributions" after the startup day would be imposed on any REMIC as a result thereof. The Master Servicer is hereby authorized and empowered by the Depositor and the Trustee, when the Master Servicer believes it appropriate in its reasonable judgment, Trust to execute and deliver, deliver or cause to be executed and delivered on behalf of the TrusteeHolders of the REMIC I Regular Interests and the Class R-1 Residual Interest, and the Depositor, the Certificateholders Trust or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release release, discharge or discharge 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, Loans and with respect to the Mortgaged Properties held for the benefit of the CertificateholdersProperties. The Master Servicer shall prepare is hereby further authorized and empowered by the Trust to execute and deliver or cause to be executed and delivered on behalf of the Holders of the REMIC I Regular Interests and the Class R-1 Residual Interest and the Trust, 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 MERS(R) 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 MERS(R) System shall be reimbursable to the Depositor and/or Master Servicer. The Trustee on behalf of the Trustee such Trust shall execute and furnish to the Master Servicer, at the Master Servicer's direction, any powers of attorney and other documents requiring execution prepared by the Master Servicer and delivery determined by either or both of them as are the Master Servicer to be necessary or appropriate to enable the Master Servicer to service carry out its supervisory, servicing and administer administrative duties under this Agreement. The Master Servicer and each Servicer shall obtain (to the Mortgage Loans extent generally commercially available) 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. In connection with the servicing and administering of each Mortgage Loan, the Master Servicer is not permitted to execute and deliver such documents pursuant to the preceding sentence. Upon receipt any affiliate of such documents, the Depositor and/or the Trustee shall execute such documents and deliver them to the Master Servicer. The Master Servicer further is authorized (i) may perform services such as appraisals, default management and empowered (in the case of affiliates only) brokerage services that are not customarily provided by the Trusteeservicers of mortgage loans, and shall be entitled to reasonable compensation therefor and (ii) may, at its own discretion and on behalf of the Certificateholders and the TrusteeTrust, in its own name or obtain credit information in the name of the Subservicer, when the Master Servicer or the Subservicer as the case may be, believes it appropriate in its best judgment to register any Mortgage Loan on the MERS® System, or cause the removal from the registration of any 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 form of a Mortgage in the name of MERS, solely as nominee for the Trustee and its successors and assigns. In accordance with the standards of the preceding paragraph, the Master 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, which advances shall be reimbursable in the first instance "credit score" from related collections from the Mortgagors pursuant to Section 3.6, and further as provided in Section 3.8. The costs incurred by the Master Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties 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 permita credit repository.

Administration and Servicing of Mortgage Loans. SECTION 3.1 Section 3.01. The Company to Act as Master Servicer. The Company shall act as Master Servicer to Service Mortgage Loans. For and on behalf of the Certificateholders, the Master Servicer shall service and administer the Mortgage Loans on behalf of the Trust and for the benefit of the Certificateholders in accordance with the terms of (i) the Servicing Rights Transfer and Subservicing Agreementhereof, pursuant to which First Tennessee Mortgage Services, Inc. engaged the Master Servicer to subservice the Mortgage Loans, (ii) this Agreement and (iii) the customary and usual standards of practice of consistent with prudent mortgage loan servicers; provided that if there is a conflict between servicing practices and (unless inconsistent with prudent mortgage loan servicing practices) in the terms of the Servicing Agreement and the Servicing Rights Transfer and Subservicing Agreement, on the one handsame manner in which, and this Agreementwith the same care, on the skill, prudence and diligence with which, it services and administers similar mortgage loans for other handportfolios, the terms of this Agreement shall prevail. In connection with such servicing and administration, the Master Servicer shall have full power and authority, acting alone and/or through Subservicers as provided in Section 3.2 hereof, authority to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administrationadministration which a prudent servicer of mortgage loans would do under similar circumstances, including but not limited toincluding, without limitation, the power and authority, subject authority to bring actions and defend the terms hereof (i) to execute and deliver, Mortgage Pool Assets on behalf of the Certificateholders and Trust in order to enforce the Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions terms of the Mortgage Notes 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 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 Master Servicer shall not take any action that is inconsistent with diligently pursue all of its rights against such agents or prejudices the interests of the Trust Fund or the Certificateholders in any Mortgage Loan or the rights and interests of the Depositor, the Trustee and the Certificateholders under this Agreementindependent contractors. The Master Servicer shall represent make reasonable efforts to collect or cause to be collected all payments called for under the terms and protect the interests provisions of the Trust Fund 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 accordance with prudent mortgage loan servicing practices, (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. Subject to the fourth sentence of this paragraph, the Master Servicer shall have the right, but not the obligation, to purchase any 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 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. Subject to the fourth sentence of this paragraph, the Master Servicer shall also have the right, but not the obligation, to purchase, for an amount equal to its Purchase Price, any Mortgage Loan delinquent 90 consecutive days or more, for the purpose of requiring the Person who sold such 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. Notwithstanding the immediately preceding two sentences, the Master Servicer's right to purchase any Mortgage Loan pursuant to either of such preceding sentences shall be subject to the following additional conditions: (x) if the date on which the Mortgage Loan first became 90-day delinquent (the "Initial Delinquency Date") occurred during the first two calendar months of a calendar quarter, the Master Servicer may exercise the purchase right during the period commencing on the Initial Delinquency Date and ending on the last Master Servicer Business Day of such calendar quarter, (y) if the Initial Delinquency Date occurred during the third calendar month of a calendar quarter, the Master Servicer may exercise the purchase right during the period commencing on the first day of the immediately succeeding calendar quarter and ending on the last Master Servicer Business Day of such succeeding calendar quarter and (z) if the Master Servicer does not exercise the purchase right with respect to a Mortgage Loan during the period specified in clause (x) or (y), as applicable, such Mortgage Loan shall thereafter again become eligible for purchase pursuant to the preceding two sentences only after the Mortgage Loan ceases to be 90-day delinquent and thereafter becomes 90-day delinquent again. 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 Section 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 protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a would if it were the owner of the related Mortgage Loan, that the security for, and the timely and full collectibility of, such Mortgage Loan would not be adversely affected by such waiver, modification, postponement or indulgence; provided, however, that (unless the Mortgagor is in default with respect to the Mortgage Loan or in the reasonable judgment of the Master Servicer such default is imminent) the Master Servicer shall not make or permit any modification, waiver or amendment of modification with respect to any Mortgage Loan which that would (i) change the applicable Mortgage Interest Rate, defer or forgive the payment of any principal or interest, reduce the outstanding principal balance (except for actual payments of principal) or extend the final maturity date with respect to such Mortgage Loan, or (ii) be inconsistent with the terms of any applicable Primary Insurance Policy, FHA insurance policy, VA guaranty, hazard insurance policy or federal flood insurance policy. 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 REMIC created hereunder to fail to qualify as a REMIC or result in the imposition of any tax such under Section 860F(a) or Section 860G(d) of the Code. Without limiting the generality The Master Servicer shall be entitled to approve a request from a Mortgagor for a partial release of the foregoingrelated Mortgaged Property, the Master Servicergranting of an easement thereon in favor of another Person, in any alteration or demolition of the related Mortgaged Property or other similar matters if it has determined, exercising its own name or good faith business judgment in the name same manner as it would if it were the owner of the Depositor related Mortgage Loan, that the security for, and the Trusteetimely and full collectibility of, such Mortgage Loan would not be adversely affected thereby and that REMIC I, REMIC II and REMIC III would not fail to continue to qualify as a REMICs under the Code as a result thereof and that no tax on "prohibited transactions" or "contributions" after the startup day would be imposed on any REMIC as a result thereof. The Master Servicer is hereby authorized and empowered by the Depositor and the Trustee, when the Master Servicer believes it appropriate in its reasonable judgment, Trust to execute and deliver, deliver or cause to be executed and delivered on behalf of the TrusteeHolders of the REMIC I Regular Interests and the Class R-1 Residual Interest, and the Depositor, the Certificateholders Trust or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release release, discharge or discharge 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, Loans and with respect to the Mortgaged Properties held for the benefit of the CertificateholdersProperties. The Master Servicer shall prepare is hereby further authorized and empowered by the Trust to execute and deliver or cause to be executed and delivered on behalf of the Holders of the REMIC I Regular Interests and the Class R-1 Residual Interest and the Trust, 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 MERS(R) 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 MERS(R) System shall be reimbursable to the Depositor and/or Master Servicer. The Trustee on behalf of the Trustee such Trust shall execute and furnish to the Master Servicer, at the Master Servicer's direction, any powers of attorney and other documents requiring execution prepared by the Master Servicer and delivery determined by either or both of them as are the Master Servicer to be necessary or appropriate to enable the Master Servicer to service carry out its supervisory, servicing and administer administrative duties under this Agreement. The Master Servicer and each Servicer shall obtain (to the Mortgage Loans extent generally commercially available) 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. In connection with the servicing and administering of each Mortgage Loan, the Master Servicer is not permitted to execute and deliver such documents pursuant to the preceding sentence. Upon receipt any affiliate of such documents, the Depositor and/or the Trustee shall execute such documents and deliver them to the Master Servicer. The Master Servicer further is authorized (i) may perform services such as appraisals, default management and empowered (in the case of affiliates only) brokerage services that are not customarily provided by the Trusteeservicers of mortgage loans, and shall be entitled to reasonable compensation therefor and (ii) may, at its own discretion and on behalf of the Certificateholders and the TrusteeTrust, in its own name or obtain credit information in the name of the Subservicer, when the Master Servicer or the Subservicer as the case may be, believes it appropriate in its best judgment to register any Mortgage Loan on the MERS® System, or cause the removal from the registration of any 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 form of a Mortgage in the name of MERS, solely as nominee for the Trustee and its successors and assigns. In accordance with the standards of the preceding paragraph, the Master 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, which advances shall be reimbursable in the first instance "credit score" from related collections from the Mortgagors pursuant to Section 3.6, and further as provided in Section 3.8. The costs incurred by the Master Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties 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 permita credit repository.

Administration and Servicing of Mortgage Loans. SECTION 3.1 Section 3.01. The Company to Act as Master Servicer. The Company shall act as Master Servicer to Service Mortgage Loans. For and on behalf of the Certificateholders, the Master Servicer shall service and administer the Mortgage Loans on behalf of the Trust and for the benefit of the Certificateholders in accordance with the terms of (i) the Servicing Rights Transfer and Subservicing Agreementhereof, pursuant to which First Tennessee Mortgage Services, Inc. engaged the Master Servicer to subservice the Mortgage Loans, (ii) this Agreement and (iii) the customary and usual standards of practice of consistent with prudent mortgage loan servicers; provided that if there is a conflict between servicing practices and (unless inconsistent with prudent mortgage loan servicing practices) in the terms of the Servicing Agreement and the Servicing Rights Transfer and Subservicing Agreement, on the one handsame manner in which, and this Agreementwith the same care, on the skill, prudence and diligence with which, it services and administers similar mortgage loans for other handportfolios, the terms of this Agreement shall prevail. In connection with such servicing and administration, the Master Servicer shall have full power and authority, acting alone and/or through Subservicers as provided in Section 3.2 hereof, authority to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administrationadministration which a prudent servicer of mortgage loans would do under similar circumstances, including but not limited toincluding, without limitation, the power and authority, subject authority to bring actions and defend the terms hereof (i) to execute and deliver, Mortgage Pool Assets on behalf of the Certificateholders and Trust in order to enforce the Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions terms of the Mortgage Notes 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 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 Master Servicer shall not take any action that is inconsistent with diligently pursue all of its rights against such agents or prejudices the interests of the Trust Fund or the Certificateholders in any Mortgage Loan or the rights and interests of the Depositor, the Trustee and the Certificateholders under this Agreementindependent contractors. The Master Servicer shall represent make reasonable efforts to collect or cause to be collected all payments called for under the terms and protect the interests provisions of the Trust Fund 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 accordance with prudent mortgage loan servicing practices, (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. Subject to the fourth sentence of this paragraph, the Master Servicer shall have the right, but not the obligation, to purchase any 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 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. Subject to the fourth sentence of this paragraph, the Master Servicer shall also have the right, but not the obligation, to purchase, for an amount equal to its Purchase Price, any Mortgage Loan delinquent 90 consecutive days or more, for the purpose of requiring the Person who sold such 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. Notwithstanding the immediately preceding two sentences, the Master Servicer's right to purchase any Mortgage Loan pursuant to either of such preceding sentences shall be subject to the following additional conditions: (x) if the date on which the Mortgage Loan first became 90-day delinquent (the "Initial Delinquency Date") occurred during the first two calendar months of a calendar quarter, the Master Servicer may exercise the purchase right during the period commencing on the Initial Delinquency Date and ending on the last Master Servicer Business Day of such calendar quarter, (y) if the Initial Delinquency Date occurred during the third calendar month of a calendar quarter, the Master Servicer may exercise the purchase right during the period commencing on the first day of the immediately succeeding calendar quarter and ending on the last Master Servicer Business Day of such succeeding calendar quarter and (z) if the Master Servicer does not exercise the purchase right with respect to a Mortgage Loan during the period specified in clause (x) or (y), as applicable, such Mortgage Loan shall thereafter again become eligible for purchase pursuant to the preceding two sentences only after the Mortgage Loan ceases to be 90-day delinquent and thereafter becomes 90-day delinquent again. 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 Section 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 protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a 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; provided, however, that (unless the Mortgagor is in default with respect to the Mortgage Loan or in the reasonable judgment of the Master Servicer such default is imminent) the Master Servicer shall not make or permit any modification, waiver or amendment of modification with respect to any Mortgage Loan which that would (i) change the applicable Mortgage Interest Rate, defer or forgive the payment of any principal or interest, reduce the outstanding principal balance (except for actual payments of principal) or extend the final maturity date with respect to such Mortgage Loan, or (ii) be inconsistent with the terms of any applicable Primary Insurance Policy, FHA insurance policy, VA guaranty, hazard insurance policy or federal flood insurance policy. 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 REMIC created hereunder to fail to qualify as a REMIC or result in the imposition of any tax such under Section 860F(a) or Section 860G(d) of the Code. Without limiting the generality The Master Servicer shall be entitled to approve a request from a Mortgagor for a partial release of the foregoingrelated Mortgaged Property, the Master Servicergranting of an easement thereon in favor of another Person, in any alteration or demolition of the related Mortgaged Property or other similar matters if it has determined, exercising its own name or good faith business judgment in the name same manner as it would if it were the owner of the Depositor related Mortgage Loan, that the security for, and the Trusteetimely and full collectability of, such Mortgage Loan would not be adversely affected thereby and that REMIC I and REMIC II would not fail to continue to qualify as REMICs under the Code as a result thereof and that no tax on "prohibited transactions" or "contributions" after the startup day would be imposed on any REMIC as a result thereof. The Master Servicer is hereby authorized and empowered by the Depositor and the Trustee, when the Master Servicer believes it appropriate in its reasonable judgment, Trust to execute and deliver, deliver or cause to be executed and delivered on behalf of the TrusteeHolders of the REMIC I Regular Interests and the Class R-1 Residual Interest, and the Depositor, the Certificateholders Trust or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release release, discharge or discharge 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, Loans and with respect to the Mortgaged Properties held for the benefit of the CertificateholdersProperties. The Master Servicer shall prepare is hereby further authorized and empowered by the Trust to execute and deliver or cause to be executed and delivered on behalf of the Holders of the REMIC I Regular Interests and the Class R-1 Residual Interest and the Trust, 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 MERS(R) 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 MERS(R) System shall be reimbursable to the Depositor and/or Master Servicer. The Trustee on behalf of the Trustee such Trust shall execute and furnish to the Master Servicer, at the Master Servicer's direction, any powers of attorney and other documents requiring execution prepared by the Master Servicer and delivery determined by either or both of them as are the Master Servicer to be necessary or appropriate to enable the Master Servicer to service carry out its supervisory, servicing and administer administrative duties under this Agreement. The Master Servicer and each Servicer shall obtain (to the Mortgage Loans extent generally commercially available) 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. In connection with the servicing and administering of each Mortgage Loan, the Master Servicer is not permitted to execute and deliver such documents pursuant to the preceding sentence. Upon receipt any affiliate of such documents, the Depositor and/or the Trustee shall execute such documents and deliver them to the Master Servicer. The Master Servicer further is authorized (i) may perform services such as appraisals, default management and empowered (in the case of affiliates only) brokerage services that are not customarily provided by the Trusteeservicers of mortgage loans, and shall be entitled to reasonable compensation therefor and (ii) may, at its own discretion and on behalf of the Certificateholders and the TrusteeTrust, in its own name or obtain credit information in the name of the Subservicer, when the Master Servicer or the Subservicer as the case may be, believes it appropriate in its best judgment to register any Mortgage Loan on the MERS® System, or cause the removal from the registration of any 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 form of a Mortgage in the name of MERS, solely as nominee for the Trustee and its successors and assigns. In accordance with the standards of the preceding paragraph, the Master 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, which advances shall be reimbursable in the first instance "credit score" from related collections from the Mortgagors pursuant to Section 3.6, and further as provided in Section 3.8. The costs incurred by the Master Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties 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 permita credit repository.

Administration and Servicing of Mortgage Loans. SECTION 3.1 Section 3.01. The Company to Act as Master Servicer. The Company shall act as Master Servicer to Service Mortgage Loans. For and on behalf of the Certificateholders, the Master Servicer shall service and administer the Mortgage Loans on behalf of the Trust and for the benefit of the Certificateholders in accordance with the terms of (i) the Servicing Rights Transfer and Subservicing Agreementhereof, pursuant to which First Tennessee Mortgage Services, Inc. engaged the Master Servicer to subservice the Mortgage Loans, (ii) this Agreement and (iii) the customary and usual standards of practice of consistent with prudent mortgage loan servicers; provided that if there is a conflict between servicing practices and (unless inconsistent with prudent mortgage loan servicing practices) in the terms of the Servicing Agreement and the Servicing Rights Transfer and Subservicing Agreement, on the one handsame manner in which, and this Agreementwith the same care, on the skill, prudence and diligence with which, it services and administers similar mortgage loans for other handportfolios, the terms of this Agreement shall prevail. In connection with such servicing and administration, the Master Servicer shall have full power and authority, acting alone and/or through Subservicers as provided in Section 3.2 hereof, authority to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administrationadministration which a prudent servicer of mortgage loans would do under similar circumstances, including but not limited toincluding, without limitation, the power and authority, subject authority to bring actions and defend the terms hereof (i) to execute and deliver, Mortgage Pool Assets on behalf of the Certificateholders and Trust in order to enforce the Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions terms of the Mortgage Notes 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 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 Master Servicer shall not take any action that is inconsistent with diligently pursue all of its rights against such agents or prejudices the interests of the Trust Fund or the Certificateholders in any Mortgage Loan or the rights and interests of the Depositor, the Trustee and the Certificateholders under this Agreementindependent contractors. The Master Servicer shall represent make reasonable efforts to collect or cause to be collected all payments called for under the terms and protect the interests provisions of the Trust Fund 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 109 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 accordance with prudent mortgage loan servicing practices, (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. Subject to the fourth sentence of this paragraph, the Master Servicer shall have the right, but not the obligation, to purchase any 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 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. Subject to the fourth sentence of this paragraph, the Master Servicer shall also have the right, but not the obligation, to purchase, for an amount equal to its Purchase Price, any Mortgage Loan delinquent 90 consecutive days or more, for the purpose of requiring the Person who sold such 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. Notwithstanding the immediately preceding two sentences, the Master Servicer's right to purchase any Mortgage Loan pursuant to either of such preceding sentences shall be subject to the following additional conditions: (x) if the date on which the Mortgage Loan first became 90-day delinquent (the "Initial Delinquency Date") occurred during the first two calendar months of a calendar quarter, the Master Servicer may exercise the purchase right during the period commencing on the Initial Delinquency Date and ending on the last Master Servicer Business Day of such calendar quarter, (y) if the Initial Delinquency Date occurred during the third calendar month of a calendar quarter, the Master Servicer may exercise the purchase right during the period commencing on the first day of the immediately succeeding calendar quarter and ending on the last Master Servicer Business Day of such succeeding calendar quarter and (z) if the Master Servicer does not exercise the purchase right with respect to a Mortgage Loan during the period specified in clause (x) or (y), as applicable, such Mortgage Loan shall thereafter again become eligible for purchase pursuant to the preceding two sentences only after the Mortgage Loan ceases to be 90-day delinquent and thereafter becomes 90-day delinquent again. 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 Section 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 protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a would if it were the owner of the related Mortgage Loan, that the security for, and shall the timely and full collectability of, such Mortgage Loan would not make or permit any be adversely affected by such waiver, modification, waiver postponement or amendment of any Mortgage Loan which would cause any REMIC created hereunder to fail to qualify as a REMIC or result indulgence; provided, however, that (unless the Mortgagor is in the imposition of any tax under Section 860F(a) or Section 860G(d) of the Code. Without limiting the generality of the foregoing, the Master Servicer, in its own name or in the name of the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, when the Master Servicer believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, 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, default with respect to the Mortgage Loans, and with respect to the Mortgaged Properties held for the benefit of the Certificateholders. The Master Servicer shall prepare and deliver to the Depositor and/or the Trustee such documents requiring execution and delivery by either or both of them as are necessary or appropriate to enable the Master Servicer to service and administer the Mortgage Loans to the extent that the Master 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 shall execute such documents and deliver them to the Master Servicer. The Master Servicer further is authorized and empowered by the Trustee, on behalf of the Certificateholders and the Trustee, in its own name or in the name of the Subservicer, when the Master Servicer or the Subservicer as the case may be, believes it appropriate in its best judgment to register any Mortgage Loan on the MERS® System, or cause the removal from the registration of any 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. In accordance with the standards of the preceding paragraph, the Master 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, which advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.6, and further as provided in Section 3.8. The costs incurred by the Master Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties 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.110

Administration and Servicing of Mortgage Loans. SECTION 3.1 Master Servicer to Service Mortgage Loans. For and on behalf of the Certificateholders, the Master Servicer shall service and administer the Mortgage Loans in accordance with the terms of (i) the Servicing Rights Transfer and Subservicing Agreement, pursuant to which First Tennessee Mortgage Services, Inc. engaged the Master Servicer to subservice the Mortgage Loans, (ii) this Agreement and (iii) the customary and usual standards of practice of prudent mortgage loan servicers; provided that if there is a conflict between servicers in the terms of respective states in which the Servicing Agreement and the Servicing Rights Transfer and Subservicing Agreement, on the one hand, and this Agreement, on the other hand, the terms of this Agreement shall prevailMortgaged Properties are located. In connection with such servicing and administration, the Master Servicer shall have full power and authority, acting alone and/or through Subservicers subservicers as provided in Section 3.2 hereof3.03, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration, 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 Agreementherein), (iii) to collect any Insurance Proceeds and other Liquidation Proceeds, and (iv) subject to Section 3.13, to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that the Master Servicer shall not take any no action that is inconsistent with or prejudices the interests of the Trust Fund or the Certificateholders in any Mortgage Loan or the rights and interests of the Depositor, Seller and the Trustee and the Certificateholders under this Agreement. The Master Servicer shall represent and protect also follow any applicable bankruptcy court, HUD, FHA or VA requirements and/or regulations, where applicable, regarding the interests servicing of the Trust Fund Mortgage Loans, including but not limited to any limitations on the ability to institute foreclosure proceedings upon the occurrence of a default in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claimpayment of Monthly Payments, proceeding or litigation regarding a Mortgage Loan, and shall not make the making of insurance or permit any modification, waiver or amendment of any Mortgage Loan which would cause any REMIC created hereunder to fail to qualify as a REMIC or result in the imposition of any tax under Section 860F(a) or Section 860G(d) of the Codeguaranty claims. Without limiting the generality of the foregoing, the Master Servicer, in its own name or in the name of the Depositor and Trust, the Seller or the Trustee, is hereby authorized and empowered by the Depositor Trust, the Seller and the Trustee, when the Master Servicer believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the DepositorSeller, 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 shall prepare and deliver to the Depositor Seller and/or the Trustee such documents requiring execution and delivery by either any or both all of them as are necessary or appropriate to enable the Master Servicer to service and administer the Mortgage Loans to the extent that the Master Servicer is not permitted to execute and deliver such documents pursuant to the preceding sentenceLoans. Upon receipt of such documents, the Depositor Seller and/or the Trustee shall execute such documents and deliver them to the Master Servicer. The Master Servicer further is authorized and empowered by the Trustee, on behalf of the Certificateholders and the Trustee, in its own name or in the name of the Subservicer, when the Master Servicer or the Subservicer as the case may be, believes it appropriate in its best judgment to register any Mortgage Loan on the MERS® System, or cause the removal from the registration of any 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. In accordance with the standards of the preceding paragraphfirst paragraph of this Section 3.01, the Master 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, which advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.64.03, and further as provided in Section 3.84.02. The All costs incurred by the Master Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balances of Balance under the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit.

Administration and Servicing of Mortgage Loans. SECTION 3.1 Section 3.01. The Company to Act as Master Servicer. The Company shall act as Master Servicer to Service Mortgage Loans. For and on behalf of the Certificateholders, the Master Servicer shall service and administer the Mortgage Loans on behalf of the Trust and for the benefit of the Certificateholders in accordance with the terms of (i) the Servicing Rights Transfer and Subservicing Agreementhereof, pursuant to which First Tennessee Mortgage Services, Inc. engaged the Master Servicer to subservice the Mortgage Loans, (ii) this Agreement and (iii) the customary and usual standards of practice of consistent with prudent mortgage loan servicers; provided that if there is a conflict between servicing practices and (unless inconsistent with prudent mortgage loan servicing practices) in the terms of the Servicing Agreement and the Servicing Rights Transfer and Subservicing Agreement, on the one handsame manner in which, and this Agreementwith the same care, on the skill, prudence and diligence with which, it services and administers similar mortgage loans for other handportfolios, the terms of this Agreement shall prevail. In connection with such servicing and administration, the Master Servicer shall have full power and authority, acting alone and/or through Subservicers as provided in Section 3.2 hereof, authority to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administrationadministration which a prudent servicer of mortgage loans would do under similar circumstances, including but not limited toincluding, without limitation, the power and authority, subject authority to bring actions and defend the terms hereof (i) to execute and deliver, Mortgage Pool Assets on behalf of the Certificateholders and Trust in order to enforce the Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions terms of the Mortgage Notes 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 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 Master Servicer shall not take any action that is inconsistent with diligently pursue all of its rights against such agents or prejudices the interests of the Trust Fund or the Certificateholders in any Mortgage Loan or the rights and interests of the Depositor, the Trustee and the Certificateholders under this Agreementindependent contractors. The Master Servicer shall represent make reasonable efforts to collect or cause to be collected all payments called for under the terms and protect the interests provisions of the Trust Fund 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 accordance with prudent mortgage loan servicing practices, (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. Subject to the fourth sentence of this paragraph, the Master Servicer shall have the right, but not the obligation, to purchase any 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 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. Subject to the fourth sentence of this paragraph, the Master Servicer shall also have the right, but not the obligation, to purchase, for an amount equal to its Purchase Price, any Mortgage Loan delinquent 90 consecutive days or more, for the purpose of requiring the Person who sold such 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. Notwithstanding the immediately preceding two sentences, the Master Servicer's right to purchase any Mortgage Loan pursuant to either of such preceding sentences shall be subject to the following additional conditions: (x) if the date on which the Mortgage Loan first became 90-day delinquent (the "Initial Delinquency Date") occurred during the first two calendar months of a calendar quarter, the Master Servicer may exercise the purchase right during the period commencing on the Initial Delinquency Date and ending on the last Master Servicer Business Day of such calendar quarter, (y) if the Initial Delinquency Date occurred during the third calendar month of a calendar quarter, the Master Servicer may exercise the purchase right during the period commencing on the first day of the immediately succeeding calendar quarter and ending on the last Master Servicer Business Day of such succeeding calendar quarter and (z) if the Master Servicer does not exercise the purchase right with respect to a Mortgage Loan during the period specified in clause (x) or (y), as applicable, such Mortgage Loan shall thereafter again become eligible for purchase pursuant to the preceding two sentences only after the Mortgage Loan ceases to be 90-day delinquent and thereafter becomes 90-day delinquent again. 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. 100 Consistent with the terms of this Section 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 protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a 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; provided, however, that (unless the Mortgagor is in default with respect to the Mortgage Loan or in the reasonable judgment of the Master Servicer such default is imminent) the Master Servicer shall not make or permit any modification, waiver or amendment of modification with respect to any Mortgage Loan which that would (i) change the applicable Mortgage Interest Rate, defer or forgive the payment of any principal or interest, reduce the outstanding principal balance (except for actual payments of principal) or extend the final maturity date with respect to such Mortgage Loan, or (ii) be inconsistent with the terms of any applicable Primary Insurance Policy, FHA insurance policy, VA guaranty, hazard insurance policy or federal flood insurance policy. 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 REMIC created hereunder to fail to qualify as a REMIC or result in the imposition of any tax such under Section 860F(a) or Section 860G(d) of the Code. Without limiting the generality The Master Servicer shall be entitled to approve a request from a Mortgagor for a partial release of the foregoingrelated Mortgaged Property, the Master Servicergranting of an easement thereon in favor of another Person, in any alteration or demolition of the related Mortgaged Property or other similar matters if it has determined, exercising its own name or good faith business judgment in the name same manner as it would if it were the owner of the Depositor related Mortgage Loan, that the security for, and the Trusteetimely and full collectability of, such Mortgage Loan would not be adversely affected thereby and that REMIC I, REMIC II and REMIC III would not fail to continue to qualify as a REMICs under the Code as a result thereof and that no tax on "prohibited transactions" or "contributions" after the startup day would be imposed on any REMIC as a result thereof. The Master Servicer is hereby authorized and empowered by the Depositor and the Trustee, when the Master Servicer believes it appropriate in its reasonable judgment, Trust to execute and deliver, deliver or cause to be executed and delivered on behalf of the TrusteeHolders of the REMIC I Regular Interests and the Class R-1 Residual Interest, and the Depositor, the Certificateholders Trust or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release release, discharge or discharge 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, Loans and with respect to the Mortgaged Properties held for the benefit of the CertificateholdersProperties. The Master Servicer shall prepare is hereby further authorized and empowered by the Trust to execute and deliver or cause to be executed and delivered on behalf of the Holders of the REMIC I Regular Interests and the Class R-1 Residual Interest and the Trust, 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 MERS(R) 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 MERS(R) System shall be reimbursable to the Depositor and/or Master Servicer. The Trustee on behalf of the Trustee such 101 Trust shall execute and furnish to the Master Servicer, at the Master Servicer's direction, any powers of attorney and other documents requiring execution prepared by the Master Servicer and delivery determined by either or both of them as are the Master Servicer to be necessary or appropriate to enable the Master Servicer to service carry out its supervisory, servicing and administer administrative duties under this Agreement. The Master Servicer and each Servicer shall obtain (to the Mortgage Loans extent generally commercially available) 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. In connection with the servicing and administering of each Mortgage Loan, the Master Servicer is not permitted to execute and deliver such documents pursuant to the preceding sentence. Upon receipt any affiliate of such documents, the Depositor and/or the Trustee shall execute such documents and deliver them to the Master Servicer. The Master Servicer further is authorized (i) may perform services such as appraisals, default management and empowered (in the case of affiliates only) brokerage services that are not customarily provided by the Trusteeservicers of mortgage loans, and shall be entitled to reasonable compensation therefor and (ii) may, at its own discretion and on behalf of the Certificateholders and the TrusteeTrust, in its own name or obtain credit information in the name of the Subservicer, when the Master Servicer or the Subservicer as the case may be, believes it appropriate in its best judgment to register any Mortgage Loan on the MERS® System, or cause the removal from the registration of any 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 form of a Mortgage in the name of MERS, solely as nominee for the Trustee and its successors and assigns. In accordance with the standards of the preceding paragraph, the Master 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, which advances shall be reimbursable in the first instance "credit score" from related collections from the Mortgagors pursuant to Section 3.6, and further as provided in Section 3.8. The costs incurred by the Master Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties 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 permita credit repository.

Administration and Servicing of Mortgage Loans. SECTION 3.1 Section 3.01. The Company to Act as Master Servicer. The Company shall act as Master Servicer to Service Mortgage Loans. For and on behalf of the Certificateholders, the Master Servicer shall service and administer the Mortgage Loans on behalf of the Trust and for the benefit of the Certificateholders in accordance with the terms of (i) the Servicing Rights Transfer and Subservicing Agreementhereof, pursuant to which First Tennessee Mortgage Services, Inc. engaged the Master Servicer to subservice the Mortgage Loans, (ii) this Agreement and (iii) the customary and usual standards of practice of consistent with prudent mortgage loan servicers; provided that if there is a conflict between servicing practices and (unless inconsistent with prudent mortgage loan servicing practices) in the terms of the Servicing Agreement and the Servicing Rights Transfer and Subservicing Agreement, on the one handsame manner in which, and this Agreementwith the same care, on the skill, prudence and diligence with which, it services and administers similar mortgage loans for other handportfolios, the terms of this Agreement shall prevail. In connection with such servicing and administration, the Master Servicer shall have full power and authority, acting alone and/or through Subservicers as provided in Section 3.2 hereof, authority to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administrationadministration which a prudent servicer of mortgage loans would do under similar circumstances, including but not limited toincluding, without limitation, the power and authority, subject authority to bring actions and defend the terms hereof (i) to execute and deliver, Mortgage Pool Assets on behalf of the Certificateholders and Trust in order to enforce the Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions terms of the Mortgage Notes 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 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 Master Servicer shall not take any action that is inconsistent with diligently pursue all of its rights against such agents or prejudices the interests of the Trust Fund or the Certificateholders in any Mortgage Loan or the rights and interests of the Depositor, the Trustee and the Certificateholders under this Agreementindependent contractors. The Master Servicer shall represent make reasonable efforts to collect or cause to be collected all payments called for under the terms and protect the interests provisions of the Trust Fund 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 accordance with prudent mortgage loan servicing practices, (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. Subject to the fourth sentence of this paragraph, the Master Servicer shall have the right, but not the obligation, to purchase any 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 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. Subject to the fourth sentence of this paragraph, the Master Servicer shall also have the right, but not the 103 obligation, to purchase, for an amount equal to its Purchase Price, any Mortgage Loan delinquent 90 consecutive days or more, for the purpose of requiring the Person who sold such 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. Notwithstanding the immediately preceding two sentences, the Master Servicer's right to purchase any Mortgage Loan pursuant to either of such preceding sentences shall be subject to the following additional conditions: (x) if the date on which the Mortgage Loan first became 90-day delinquent (the "Initial Delinquency Date") occurred during the first two calendar months of a calendar quarter, the Master Servicer may exercise the purchase right during the period commencing on the Initial Delinquency Date and ending on the last Master Servicer Business Day of such calendar quarter, (y) if the Initial Delinquency Date occurred during the third calendar month of a calendar quarter, the Master Servicer may exercise the purchase right during the period commencing on the first day of the immediately succeeding calendar quarter and ending on the last Master Servicer Business Day of such succeeding calendar quarter and (z) if the Master Servicer does not exercise the purchase right with respect to a Mortgage Loan during the period specified in clause (x) or (y), as applicable, such Mortgage Loan shall thereafter again become eligible for purchase pursuant to the preceding two sentences only after the Mortgage Loan ceases to be 90-day delinquent and thereafter becomes 90-day delinquent again. 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 Section 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 protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a 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; provided, however, that (unless the Mortgagor is in default with respect to the Mortgage Loan or in the reasonable judgment of the Master Servicer such default is imminent) the Master Servicer shall not make or permit any modification, waiver or amendment of modification with respect to any Mortgage Loan which that would (i) change the applicable Mortgage Interest Rate, defer or forgive the payment of any principal or interest, reduce the outstanding principal balance (except for actual payments of principal) or extend the final maturity date with respect to such Mortgage Loan, or (ii) be inconsistent with the terms of any applicable Primary Insurance Policy, FHA insurance policy, VA guaranty, hazard insurance policy or federal flood insurance policy. 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 REMIC created hereunder to fail to qualify as a REMIC or result in the imposition of any tax such under Section 860F(a) or Section 860G(d) of the Code. Without limiting the generality The Master Servicer shall be entitled to approve a request from a Mortgagor for a partial release of the foregoingrelated Mortgaged Property, the Master Servicergranting of an easement thereon in favor of another Person, in any alteration or demolition of the related Mortgaged Property or other similar matters if it has determined, exercising its own name or good faith business judgment in the name same manner as it would if it were the owner of the Depositor related Mortgage Loan, that the security for, and the Trusteetimely and full collectability of, such Mortgage Loan would 104 not be adversely affected thereby and that REMIC I, REMIC II and REMIC III would not fail to continue to qualify as a REMICs under the Code as a result thereof and that no tax on "prohibited transactions" or "contributions" after the startup day would be imposed on any REMIC as a result thereof. The Master Servicer is hereby authorized and empowered by the Depositor and the Trustee, when the Master Servicer believes it appropriate in its reasonable judgment, Trust to execute and deliver, deliver or cause to be executed and delivered on behalf of the TrusteeHolders of the REMIC I Regular Interests and the Class R-1 Residual Interest, and the Depositor, the Certificateholders Trust or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release release, discharge or discharge 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, Loans and with respect to the Mortgaged Properties held for the benefit of the CertificateholdersProperties. The Master Servicer shall prepare is hereby further authorized and empowered by the Trust to execute and deliver or cause to be executed and delivered on behalf of the Holders of the REMIC I Regular Interests and the Class R-1 Residual Interest and the Trust, 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 MERS(R) 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 MERS(R) System shall be reimbursable to the Depositor and/or Master Servicer. The Trustee on behalf of the Trustee such Trust shall execute and furnish to the Master Servicer, at the Master Servicer's direction, any powers of attorney and other documents requiring execution prepared by the Master Servicer and delivery determined by either or both of them as are the Master Servicer to be necessary or appropriate to enable the Master Servicer to service carry out its supervisory, servicing and administer administrative duties under this Agreement. The Master Servicer and each Servicer shall obtain (to the Mortgage Loans extent generally commercially available) 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. In connection with the servicing and administering of each Mortgage Loan, the Master Servicer is not permitted to execute and deliver such documents pursuant to the preceding sentence. Upon receipt any affiliate of such documents, the Depositor and/or the Trustee shall execute such documents and deliver them to the Master Servicer. The Master Servicer further is authorized (i) may perform services such as appraisals, default management and empowered (in the case of affiliates only) brokerage services that are not customarily provided by the Trusteeservicers of mortgage loans, and shall be entitled to reasonable compensation therefor and (ii) may, at its own discretion and on behalf of the Certificateholders and the TrusteeTrust, in its own name or obtain credit information in the name of the Subservicer, when the Master Servicer or the Subservicer as the case may be, believes it appropriate in its best judgment to register any Mortgage Loan on the MERS® System, or cause the removal from the registration of any 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 form of a Mortgage in the name of MERS, solely as nominee for the Trustee and its successors and assigns. In accordance with the standards of the preceding paragraph, the Master 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, which advances shall be reimbursable in the first instance "credit score" from related collections from the Mortgagors pursuant to Section 3.6, and further as provided in Section 3.8. The costs incurred by the Master Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties 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 permita credit repository.

Administration and Servicing of Mortgage Loans. SECTION 3.1 Master Servicer Section 5.01 Cendant Mortgage to Service Mortgage Loans. For and on behalf Act as Servicer; Servicing Standards: Additional Documents Consent of the CertificateholdersPurchaser. (1) The Servicer, the Master Servicer as independent contract servicer, shall service and administer the Mortgage Loans and REO Property from and after each Funding Date in accordance with the terms and provisions of (i) the Servicing Rights Transfer and Subservicing Agreement, pursuant to which First Tennessee Mortgage Services, Inc. engaged the Master Servicer to subservice the Mortgage Loans, (ii) applicable law and the terms and provisions of this Agreement for and on behalf of, and in the best interests 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 (iiib) 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; provided that if there is a conflict between servicers utilized with respect to mortgage loans comparable to the terms of Mortgage Loans. Subject to the Servicing Agreement and the Servicing Rights Transfer and Subservicing Agreementforegoing standards, on the one hand, and this Agreement, on the other hand, the terms of this Agreement shall prevail. In in connection with such servicing and administration, the Master 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 Seller, including with respect to Servicing 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, acting alone and/or through Subservicers as provided in Section 3.2 hereof, authority to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration, including but not limited to, the power and authority, subject to the terms hereof authority (ia) to execute and deliver, on behalf of the Certificateholders and the TrusteePurchaser, customary consents or waivers and other instruments and documentsdocuments (including estoppel certificates), (iib) 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)Mortgages, (iiic) to submit claims to collect any Insurance Proceeds and other 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, (t) 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 (ivg) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that the Master Servicer shall not take any action not provided for in this Agreement that is materially inconsistent with or materially prejudices the interests interest of the Trust Fund or the Certificateholders Purchaser in any Mortgage Loan or the rights and interests of the Depositor, the Trustee and the Certificateholders under this Agreement. The Master Servicer shall represent and protect If reasonably requested by the 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, and shall not make or permit any modification, waiver or amendment of any Mortgage Loan which would cause any REMIC created hereunder to fail to qualify as a REMIC or result in the imposition of any tax under Section 860F(a) or Section 860G(d) of the Code. Without limiting the generality of the foregoingServicer, the Master Servicer, in its own name or in Purchaser shall furnish the name Servicer with any powers of the Depositor attorney and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, when the Master Servicer believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, 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 shall prepare and deliver to the Depositor and/or the Trustee such documents requiring execution and delivery by either or both of them as are reasonably necessary or appropriate to enable the Master Servicer to service and administer the Mortgage Loans and the REO Properties, including documents relating to the extent foreclosure, receivership, management, operation, maintenance, repair, leasing, marketing and sale (in foreclosure or otherwise) of any Mortgaged Property or any REO Property. Nothing contained in this Agreement shall limit the ability of the Servicer to lend money to (whether on a secured or unsecured basis), and otherwise generally engage in any kind of business or dealings with, any Mortgagor as though the Servicer were not a party to this Agreement or to the transactions contemplated hereby. (3) Notwithstanding anything to the contrary contained herein: (a) the Servicer acknowledges that the Master Servicer is not permitted to execute Purchaser will retain title to, and deliver such documents pursuant to the preceding sentence. Upon receipt of such documentsownership of, the Depositor and/or the Trustee shall execute such documents and deliver them to the Master Servicer. The Master Servicer further is authorized and empowered by the Trustee, on behalf of the Certificateholders Mortgage Loans and the TrusteeREO Properties and that the Servicer does not hereby acquire any title to, security interest in, or other rights of any kind in its own name or in the name of the Subservicer, when the Master Servicer or the Subservicer as the case may be, believes it appropriate in its best judgment to register any Mortgage Loan on or REO Property or any portion thereof; (b) the MERS® SystemServicer shall not file any lien or any other encumbrance on, exercise any right of setoff against, or cause the removal from the registration of attach or assert any claim in or on any Mortgage Loan on the MERS® Systemor REO Property, 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. In accordance with the standards of the preceding paragraph, the Master 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, which advances shall be reimbursable in the first instance from related collections from the Mortgagors unless authorized pursuant to Section 3.6, and further as provided in Section 3.8. The costs incurred by a judicial or administrative proceeding or a court order; (c) the Master Servicer, if anyServicer shall, in effecting servicing the timely payments of taxes and assessments on the Mortgaged Properties 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 follow and comply with the servicing guidelines established by FNMA, provided that the Servicer shall specifically notify the Purchaser in writing and obtain the Purchaser's written consent prior to the Servicer taking any of the following actions: (1) modifying, amending or waiving any of the financial terms of, or making any other material modifications to, a Mortgage Loan, except the Servicer may, upon the Mortgagor's request, accept a principal prepayment and re-amortize the then remaining principal balance over the then remaining term of such Mortgage Loans so permit.the loan (resulting in a lower scheduled monthly payment but no change in the maturity date);

Administration and Servicing of Mortgage Loans. SECTION 3.1 Section 3.01. The Company to Act as Master Servicer. The Company shall act as Master Servicer to Service Mortgage Loans. For and on behalf of the Certificateholders, the Master Servicer shall service and administer the Mortgage Loans on behalf of the Trust and for the benefit of the Certificateholders in accordance with the terms of (i) the Servicing Rights Transfer and Subservicing Agreementhereof, pursuant to which First Tennessee Mortgage Services, Inc. engaged the Master Servicer to subservice the Mortgage Loans, (ii) this Agreement and (iii) the customary and usual standards of practice of consistent with prudent mortgage loan servicers; provided that if there is a conflict between servicing practices and (unless inconsistent with prudent mortgage loan servicing practices) in the terms of the Servicing Agreement and the Servicing Rights Transfer and Subservicing Agreement, on the one handsame manner in which, and this Agreementwith the same care, on the skill, prudence and diligence with which, it services and administers similar mortgage loans for other handportfolios, the terms of this Agreement shall prevail. In connection with such servicing and administration, the Master Servicer shall have full power and authority, acting alone and/or through Subservicers as provided in Section 3.2 hereof, authority to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administrationadministration which a prudent servicer of mortgage loans would do under similar circumstances, including but not limited toincluding, without limitation, the power and authority, subject authority to bring actions and defend the terms hereof (i) to execute and deliver, Mortgage Pool Assets on behalf of the Certificateholders and Trust in order to enforce the Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions terms of the Mortgage Notes 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 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 Master Servicer shall not take any action that is inconsistent with diligently pursue all of its rights against such agents or prejudices the interests of the Trust Fund or the Certificateholders in any Mortgage Loan or the rights and interests of the Depositor, the Trustee and the Certificateholders under this Agreementindependent contractors. The Master Servicer shall represent make reasonable efforts to collect or cause to be collected all payments called for under the terms and protect the interests provisions of the Trust Fund 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 accordance with prudent mortgage loan servicing practices, (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. Subject to the fourth sentence of this paragraph, the Master Servicer shall have the right, but not the obligation, to purchase any 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 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. Subject to the fourth sentence of this paragraph, the Master Servicer shall also have the right, but not the obligation, to purchase, for an amount equal to its Purchase Price, any Mortgage Loan delinquent 90 consecutive days or more, for the purpose of requiring the Person who sold such 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. Notwithstanding the immediately preceding two sentences, the Master Servicer's right to purchase any Mortgage Loan pursuant to either of such preceding sentences shall be subject to the following additional conditions: (x) if the date on which the Mortgage Loan first became 90-day delinquent (the "Initial Delinquency Date") occurred during the first two calendar months of a calendar quarter, the Master Servicer may exercise the purchase right during the period commencing on the Initial Delinquency Date and ending on the last Master Servicer Business Day of such calendar quarter, (y) if the Initial Delinquency Date occurred during the third calendar month of a calendar quarter, the Master Servicer may exercise the purchase right during the period commencing on the first day of the immediately succeeding calendar quarter and ending on the last Master Servicer Business Day of such succeeding calendar quarter and (z) if the Master Servicer does not exercise the purchase right with respect to a Mortgage Loan during the period specified in clause (x) or (y), as applicable, such Mortgage Loan shall thereafter again become eligible for purchase pursuant to the preceding two sentences only after the Mortgage Loan ceases to be 90-day delinquent and thereafter becomes 90-day delinquent again. 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 Section 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 protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a would if it were the owner of the related Mortgage Loan, that the security for, and the timely and full collectibility of, such Mortgage Loan would not be adversely affected by such waiver, modification, postponement or indulgence; provided, however, that (unless the Mortgagor is in default with respect to the Mortgage Loan or in the reasonable judgment of the Master Servicer such default is imminent) the Master Servicer shall not make or permit any modification, waiver or amendment of modification with respect to any Mortgage Loan which that would (i) change the applicable Mortgage Interest Rate, defer or forgive the payment of any principal or interest, reduce the outstanding principal balance (except for actual payments of principal) or extend the final maturity date with respect to such Mortgage Loan, or (ii) be inconsistent with the terms of any applicable Primary Insurance Policy, FHA insurance policy, VA guaranty, hazard insurance policy or federal flood insurance policy. 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 REMIC created hereunder to fail to qualify as a REMIC or result in the imposition of any tax such under Section 860F(a) or Section 860G(d) of the Code. Without limiting the generality The Master Servicer shall be entitled to approve a request from a Mortgagor for a partial release of the foregoingrelated Mortgaged Property, the Master Servicergranting of an easement thereon in favor of another Person, in any alteration or demolition of the related Mortgaged Property or other similar matters if it has determined, exercising its own name or good faith business judgment in the name same manner as it would if it were the owner of the Depositor related Mortgage Loan, that the security for, and the Trusteetimely and full collectibility of, such Mortgage Loan would not be adversely affected thereby and that REMIC I and REMIC II would not fail to continue to qualify as REMICs under the Code as a result thereof and that no tax on "prohibited transactions" or "contributions" after the startup day would be imposed on any REMIC as a result thereof. The Master Servicer is hereby authorized and empowered by the Depositor and the Trustee, when the Master Servicer believes it appropriate in its reasonable judgment, Trust to execute and deliver, deliver or cause to be executed and delivered on behalf of the TrusteeHolders of the REMIC I Regular Interests and the Class R-1 Residual Interest, and the Depositor, the Certificateholders Trust or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release release, discharge or discharge 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, Loans and with respect to the Mortgaged Properties held for the benefit of the CertificateholdersProperties. The Master Servicer shall prepare is hereby further authorized and empowered by the Trust to execute and deliver or cause to be executed and delivered on behalf of the Holders of the REMIC I Regular Interests and the Class R-1 Residual Interest and the Trust, 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 MERS(R) 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 MERS(R) System shall be reimbursable to the Depositor and/or Master Servicer. The Trustee on behalf of the Trustee such Trust shall execute and furnish to the Master Servicer, at the Master Servicer's direction, any powers of attorney and other documents requiring execution prepared by the Master Servicer and delivery determined by either or both of them as are the Master Servicer to be necessary or appropriate to enable the Master Servicer to service carry out its supervisory, servicing and administer administrative duties under this Agreement. The Master Servicer and each Servicer shall obtain (to the Mortgage Loans extent generally commercially available) and maintain fidelity bond and errors and omissions coverage acceptable to Fannie Mae or Freddie Mac with respxxx xx xxxir oxxxxxxxons 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. In connection with the servicing and administering of each Mortgage Loan, the Master Servicer is not permitted to execute and deliver such documents pursuant to the preceding sentence. Upon receipt any affiliate of such documents, the Depositor and/or the Trustee shall execute such documents and deliver them to the Master Servicer. The Master Servicer further is authorized (i) may perform services such as appraisals, default management and empowered (in the case of affiliates only) brokerage services that are not customarily provided by the Trusteeservicers of mortgage loans, and shall be entitled to reasonable compensation therefor and (ii) may, at its own discretion and on behalf of the Certificateholders and the TrusteeTrust, in its own name or obtain credit information in the name of the Subservicer, when the Master Servicer or the Subservicer as the case may be, believes it appropriate in its best judgment to register any Mortgage Loan on the MERS® System, or cause the removal from the registration of any 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 form of a Mortgage in the name of MERS, solely as nominee for the Trustee and its successors and assigns. In accordance with the standards of the preceding paragraph, the Master 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, which advances shall be reimbursable in the first instance "credit score" from related collections from the Mortgagors pursuant to Section 3.6, and further as provided in Section 3.8. The costs incurred by the Master Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties 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 permita credit repository.

Administration and Servicing of Mortgage Loans. SECTION 3.1 Section 3.01. The Company to Act as Master Servicer. The Company shall act as Master Servicer to Service Mortgage Loans. For and on behalf of the Certificateholders, the Master Servicer shall service and administer the Mortgage Loans on behalf of the Trust and for the benefit of the Certificateholders in accordance with the terms of (i) the Servicing Rights Transfer and Subservicing Agreementhereof, pursuant to which First Tennessee Mortgage Services, Inc. engaged the Master Servicer to subservice the Mortgage Loans, (ii) this Agreement and (iii) the customary and usual standards of practice of consistent with prudent mortgage loan servicers; provided that if there is a conflict between servicing practices and (unless inconsistent with prudent mortgage loan servicing practices) in the terms of the Servicing Agreement and the Servicing Rights Transfer and Subservicing Agreement, on the one handsame manner in which, and this Agreementwith the same care, on the skill, prudence and diligence with which, it services and administers similar mortgage loans for other handportfolios, the terms of this Agreement shall prevail. In connection with such servicing and administration, the Master Servicer shall have full power and authority, acting alone and/or through Subservicers as provided in Section 3.2 hereof, authority to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administrationadministration which a prudent servicer of mortgage loans would do under similar circumstances, including but not limited toincluding, without limitation, the power and authority, subject authority to bring actions and defend the terms hereof (i) to execute and deliver, Mortgage Pool Assets on behalf of the Certificateholders and Trust in order to enforce the Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions terms of the Mortgage Notes 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 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 Master Servicer shall not take any action that is inconsistent with diligently pursue all of its rights against such agents or prejudices the interests of the Trust Fund or the Certificateholders in any Mortgage Loan or the rights and interests of the Depositor, the Trustee and the Certificateholders under this Agreementindependent contractors. The Master Servicer shall represent make reasonable efforts to collect or cause to be collected all payments called for under the terms and protect the interests provisions of the Trust Fund 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 same manner as it protects its own interests 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 mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan, and shall not make or permit any modification, waiver or amendment of any Mortgage Loan which would cause any REMIC created hereunder to fail to qualify as a REMIC or result in the imposition of any tax under Section 860F(a) or Section 860G(d) of the Code3.08. Without limiting the generality of Consistent with the foregoing, the Master ServicerServicer may, in its own name or in the name of the Depositor and the Trusteeaccordance with prudent mortgage loan servicing practices, is hereby authorized and empowered by the Depositor and the Trustee, when the Master Servicer believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, 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 shall prepare and deliver to the Depositor and/or the Trustee such documents requiring execution and delivery by either or both of them as are necessary or appropriate to enable the Master Servicer to service and administer the Mortgage Loans to the extent that the Master 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 shall execute such documents and deliver them to the Master Servicer. The Master Servicer further is authorized and empowered by the Trustee, on behalf of the Certificateholders and the Trustee, in its own name or in the name of the Subservicer, when the Master Servicer or the Subservicer as the case may be, believes it appropriate in its best judgment to register any Mortgage Loan on the MERS® System, (i) waive or cause to be waived any assumption fee or late payment charge in connection with the removal from the registration prepayment of any Mortgage Loan on and (ii) only upon determining that the MERS® System, coverage of any applicable insurance policy or guaranty related 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 Loan will not be materially adversely affected, arrange a schedule, running for no more than 180 days after the name first delinquent Due Date, for payment of MERS, solely as nominee any delinquent installment on any Mortgage Note or for the Trustee and its successors and assignsliquidation of delinquent items. In accordance with Subject to the standards fourth sentence of the preceding this paragraph, the Master Servicer shall advance have the right, but not the obligation, to purchase any Mortgage Loan delinquent 90 consecutive days or cause more for an amount equal to be advanced funds as necessary for its Purchase Price; provided, however, that the purpose aggregate Purchase Price of effecting the payment of taxes and assessments on the Mortgaged Properties, which advances shall be reimbursable in the first instance from related collections from the Mortgagors Mortgage Loans so purchased pursuant to Section 3.6this sentence shall not exceed one-half of one percent (0.50%) of the aggregate Principal Balance, and further as provided in Section 3.8of the Cut-Off Date, of all Mortgage Loans. The costs incurred by Subject to the fourth sentence of this paragraph, the Master ServicerServicer shall also have the right, if anybut not the obligation, in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums shall notto purchase, for an amount equal to its Purchase Price, any Mortgage Loan delinquent 90 consecutive days or more, for the purpose of calculating monthly distributions requiring the Person who sold such Mortgage Loan to the Certificateholders, be added Company to repurchase such Mortgage Loan based on a breach of a representation or warranty made by such Person in connection with the Stated Principal Balances of the related Mortgage Loans, notwithstanding that the terms Company's purchase or acquisition of such Mortgage Loans so permit.91

Administration and Servicing of Mortgage Loans. SECTION 3.1 Section 3.01. The Company to Act as Master Servicer. The Company shall act as Master Servicer to Service Mortgage Loans. For and on behalf of the Certificateholders, the Master Servicer shall service and administer the Mortgage Loans on behalf of the Trust and for the benefit of the Certificateholders in accordance with the terms of (i) the Servicing Rights Transfer and Subservicing Agreementhereof, pursuant to which First Tennessee Mortgage Services, Inc. engaged the Master Servicer to subservice the Mortgage Loans, (ii) this Agreement and (iii) the customary and usual standards of practice of consistent with prudent mortgage loan servicers; provided that if there is a conflict between servicing practices and (unless inconsistent with prudent mortgage loan servicing practices) in the terms of the Servicing Agreement and the Servicing Rights Transfer and Subservicing Agreement, on the one handsame manner in which, and this Agreementwith the same care, on the skill, prudence and diligence with which, it services and administers similar mortgage loans for other handportfolios, the terms of this Agreement shall prevail. In connection with such servicing and administration, the Master Servicer shall have full power and authority, acting alone and/or through Subservicers as provided in Section 3.2 hereof, authority to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administrationadministration which a prudent servicer of mortgage loans would do under similar circumstances, including but not limited toincluding, without limitation, the power and authority, subject authority to bring actions and defend the terms hereof (i) to execute and deliver, Mortgage Pool Assets on behalf of the Certificateholders and Trust in order to enforce the Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions terms of the Mortgage Notes 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 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 Master Servicer shall not take any action that is inconsistent with diligently pursue all of its rights against such agents or prejudices the interests of the Trust Fund or the Certificateholders in any Mortgage Loan or the rights and interests of the Depositor, the Trustee and the Certificateholders under this Agreementindependent contractors. The Master Servicer shall represent make reasonable efforts to collect or cause to be collected all payments called for under the terms and protect the interests provisions of the Trust Fund 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 accordance with prudent mortgage loan servicing practices, (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. Subject to the fourth sentence of this paragraph, the Master Servicer shall have the right, but not the obligation, to purchase any 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 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. Subject to the fourth sentence of this paragraph, the Master Servicer shall also have the right, but not the obligation, to purchase, for an amount equal to its Purchase Price, any Mortgage Loan delinquent 90 consecutive days or more, for the purpose of requiring the Person who sold such 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. Notwithstanding the immediately preceding two sentences, the Master Servicer's right to purchase any Mortgage Loan pursuant to either of such preceding sentences shall be subject to the following additional conditions: (x) if the date on which the Mortgage Loan first became 90-day delinquent (the "Initial Delinquency Date") occurred during the first two calendar months of a calendar quarter, the Master Servicer may exercise the purchase right during the period commencing on the Initial Delinquency Date and ending on the last Master Servicer Business Day of such calendar quarter, (y) if the Initial Delinquency Date occurred during the third calendar month of a calendar quarter, the Master Servicer may exercise the purchase right during the period commencing on the first day of the immediately succeeding calendar quarter and ending on the last Master Servicer Business Day of such succeeding calendar quarter and (z) if the Master Servicer does not exercise the purchase right with respect to a Mortgage Loan during the period specified in clause (x) or (y), as applicable, such Mortgage Loan shall thereafter again become eligible for purchase pursuant to the preceding two sentences only after the Mortgage Loan ceases to be 90-day delinquent and thereafter becomes 90-day delinquent again. 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 Section 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 protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a would if it were the owner of the related Mortgage Loan, that the security for, and the timely and full collectibility of, such Mortgage Loan would not be adversely affected by such waiver, modification, postponement or indulgence; provided, however, that (unless the Mortgagor is in default with respect to the Mortgage Loan or in the reasonable judgment of the Master Servicer such default is imminent) the Master Servicer shall not make or permit any modification, waiver or amendment of modification with respect to any Mortgage Loan which that would (i) change the applicable Mortgage Interest Rate, defer or forgive the payment of any principal or interest, reduce the outstanding principal balance (except for actual payments of principal) or extend the final maturity date with respect to such Mortgage Loan, or (ii) be inconsistent with the terms of any applicable Primary Insurance Policy, FHA insurance policy, VA guaranty, hazard insurance policy or federal flood insurance policy. 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 REMIC created hereunder to fail to qualify as a REMIC or result in the imposition of any tax such under Section 860F(a) or Section 860G(d) of the Code. Without limiting the generality The Master Servicer shall be entitled to approve a request from a Mortgagor for a partial release of the foregoingrelated Mortgaged Property, the Master Servicergranting of an easement thereon in favor of another Person, in any alteration or demolition of the related Mortgaged Property or other similar matters if it has determined, exercising its own name or good faith business judgment in the name same manner as it would if it were the owner of the Depositor related Mortgage Loan, that the security for, and the Trusteetimely and full collectibility of, such Mortgage Loan would not be adversely affected thereby and that REMIC I and REMIC II would not fail to continue to qualify as REMICs under the Code as a result thereof and that no tax on "prohibited transactions" or "contributions" after the startup day would be imposed on any REMIC as a result thereof. The Master Servicer is hereby authorized and empowered by the Depositor and the Trustee, when the Master Servicer believes it appropriate in its reasonable judgment, Trust to execute and deliver, deliver or cause to be executed and delivered on behalf of the TrusteeHolders of the REMIC I Regular Interests and the Class R-1 Residual Interest, and the Depositor, the Certificateholders Trust or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release release, discharge or discharge 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, Loans and with respect to the Mortgaged Properties held for the benefit of the CertificateholdersProperties. The Master Servicer shall prepare is hereby further authorized and empowered by the Trust to execute and deliver or cause to be executed and delivered on behalf of the Holders of the REMIC I Regular Interests and the Class R-1 Residual Interest and the Trust, 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 MERS(R) 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 MERS(R) System shall be reimbursable to the Depositor and/or Master Servicer. The Trustee on behalf of the Trustee such Trust shall execute and furnish to the Master Servicer, at the Master Servicer's direction, any powers of attorney and other documents requiring execution prepared by the Master Servicer and delivery determined by either or both of them as are the Master Servicer to be necessary or appropriate to enable the Master Servicer to service carry out its supervisory, servicing and administer administrative duties under this Agreement. The Master Servicer and each Servicer shall obtain (to the Mortgage Loans extent generally commercially available) 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. In connection with the servicing and administering of each Mortgage Loan, the Master Servicer is not permitted to execute and deliver such documents pursuant to the preceding sentence. Upon receipt any affiliate of such documents, the Depositor and/or the Trustee shall execute such documents and deliver them to the Master Servicer. The Master Servicer further is authorized (i) may perform services such as appraisals, default management and empowered (in the case of affiliates only) brokerage services that are not customarily provided by the Trusteeservicers of mortgage loans, and shall be entitled to reasonable compensation therefor and (ii) may, at its own discretion and on behalf of the Certificateholders and the TrusteeTrust, in its own name or obtain credit information in the name of the Subservicer, when the Master Servicer or the Subservicer as the case may be, believes it appropriate in its best judgment to register any Mortgage Loan on the MERS® System, or cause the removal from the registration of any 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 form of a Mortgage in the name of MERS, solely as nominee for the Trustee and its successors and assigns. In accordance with the standards of the preceding paragraph, the Master 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, which advances shall be reimbursable in the first instance "credit score" from related collections from the Mortgagors pursuant to Section 3.6, and further as provided in Section 3.8. The costs incurred by the Master Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties 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 permita credit repository.

Administration and Servicing of Mortgage Loans. SECTION 3.1 Master Servicer to Service Mortgage Loans. For and on behalf of the Certificateholders, the Master Servicer shall service and administer the Mortgage Loans in accordance with the terms of (i) the Servicing Rights Transfer and Subservicing Agreement, pursuant to which First Tennessee Mortgage Services, Inc. engaged the Master Servicer to subservice the Mortgage Loans, (ii) this Agreement and (iii) the customary and usual standards of practice of prudent mortgage loan servicers; provided that if there is a conflict between the terms of the Servicing Agreement and the Servicing Rights Transfer and Subservicing Agreement, on the one hand, and this Agreement, on the other hand, the terms of this Agreement shall prevail. In connection with such servicing and administration, the Master Servicer shall have full power and authority, acting alone and/or through Subservicers as provided in Section 3.2 hereof, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration, 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 the Master Servicer shall not take any action that is inconsistent with or prejudices the interests of the Trust Fund or the Certificateholders in any Mortgage Loan or the rights and interests of the Depositor, the Trustee and the Certificateholders under this Agreement. The Master Servicer shall represent and protect the 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, and shall not make or permit any modification, waiver or amendment of any Mortgage Loan which would cause any REMIC created hereunder to fail to qualify as a REMIC or result in the imposition of any tax under Section 860F(a) or Section 860G(d) of the Code. Without limiting the generality of the foregoing, the Master Servicer, in its own name or in the name of the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, when the Master Servicer believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, 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 shall prepare and deliver to the Depositor and/or the Trustee such documents requiring execution and delivery by either or both of them as are necessary or appropriate to enable the Master Servicer to service and administer the Mortgage Loans to the extent that the Master 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 shall execute such documents and deliver them to the Master Servicer. The Master Servicer further is authorized and empowered by the Trustee, on behalf of the Certificateholders and the Trustee, in its own name or in the name of the Subservicer, when the Master Servicer or the Subservicer as the case may be, believes it appropriate in its best judgment to register any Mortgage Loan on the MERS® System, or cause the removal from the registration of any 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. In accordance with the standards of the preceding paragraph, the Master 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, which advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.6, and further as provided in Section 3.8. The costs incurred by the Master Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties 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. SECTION 3.2 Subservicing; Enforcement of the Obligations of Servicers. (a) The Master Servicer may arrange for the subservicing of any Mortgage Loan by a Subservicer pursuant to a subservicing agreement; provided, however, that such subservicing arrangement and the terms of the related subservicing agreement must provide for the servicing of such Mortgage Loans in a manner consistent with the servicing arrangements contemplated hereunder. Unless the context otherwise requires, references in this Agreement to actions taken or to be taken by the Master Servicer in servicing the Mortgage Loans include actions taken or to be taken by a Subservicer on behalf of the Master Servicer. Notwithstanding the provisions of any subservicing agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Master Servicer and a Subservicer or reference to actions taken through a Subservicer or otherwise, the Master Servicer shall remain obligated and liable to the Depositor, the Trustee and the Certificateholders 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 subservicing agreements or arrangements or by virtue of indemnification from the Subservicer and to the same extent and under the same terms and conditions as if the Master Servicer alone were servicing and administering the Mortgage Loans. All actions of each Subservicer performed pursuant to the related subservicing agreement shall be performed as an agent of the Master Servicer with the same force and effect as if performed directly by the Master Servicer. (b) For purposes of this Agreement, the Master Servicer shall be deemed to have received any collections, recoveries or payments with respect to the Mortgage Loans that are received by a Subservicer regardless of whether such payments are remitted by the Subservicer to the Master Servicer. SECTION 3.3 Rights of the Depositor and the Trustee in Respect of the Master Servicer. The Depositor may, but is not obligated to, enforce the obligations of the Master Servicer hereunder and may, but is not obligated to, perform, or cause a designee to perform, any defaulted obligation of the Master Servicer hereunder and in connection with any such defaulted obligation to exercise the related rights of the Master Servicer hereunder; provided that the Master Servicer shall not be relieved of any of its obligations hereunder by virtue of such performance by the Depositor or its designee. Neither the Trustee nor the Depositor shall have any responsibility or liability for any action or failure to act by the Master Servicer nor shall the Trustee or the Depositor be obligated to supervise the performance of the Master Servicer hereunder or otherwise.

Administration and Servicing of Mortgage Loans. SECTION 3.1 3.01 The Company to Act as Master Servicer. The Company shall act as Master Servicer to Service Mortgage Loans. For and on behalf of the Certificateholders, the Master Servicer shall service and administer the Mortgage Loans on behalf of the Trust and for the benefit of the Certificateholders in accordance with the terms of (i) the Servicing Rights Transfer and Subservicing Agreementhereof, pursuant to which First Tennessee Mortgage Services, Inc. engaged the Master Servicer to subservice the Mortgage Loans, (ii) this Agreement and (iii) the customary and usual standards of practice of consistent with prudent mortgage loan servicers; provided that if there is a conflict between servicing practices and (unless inconsistent with prudent mortgage loan servicing practices) in the terms of the Servicing Agreement and the Servicing Rights Transfer and Subservicing Agreement, on the one handsame manner in which, and this Agreementwith the same care, on the skill, prudence and diligence with which, it services and administers similar mortgage loans for other handportfolios, the terms of this Agreement shall prevail. In connection with such servicing and administration, the Master Servicer shall have full power and authority, acting alone and/or through Subservicers as provided in Section 3.2 hereof, authority to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administrationadministration which a prudent servicer of mortgage loans would do under similar circumstances, including but not limited toincluding, without limitation, the power and authority, subject authority to bring actions and defend the terms hereof (i) to execute and deliver, Mortgage Pool Assets on behalf of the Certificateholders and Trust in order to enforce the Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions terms of the Mortgage Notes 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 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 Master Servicer shall not take any action that is inconsistent with diligently pursue all of its rights against such agents or prejudices the interests of the Trust Fund or the Certificateholders in any Mortgage Loan or the rights and interests of the Depositor, the Trustee and the Certificateholders under this Agreementindependent contractors. The Master Servicer shall represent make reasonable efforts to collect or cause to be collected all payments called for under the terms and protect the interests provisions of the Trust Fund 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 accordance with prudent mortgage loan servicing practices, (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. Subject to the fourth sentence of this paragraph, the Master Servicer shall have the right, but not the obligation, to purchase any 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 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. Subject to the fourth sentence of this paragraph, the Master Servicer shall also have the right, but not the obligation, to purchase, for an amount equal to its Purchase Price, any Mortgage Loan delinquent 90 consecutive days or more, for the purpose of requiring the Person who sold such 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. Notwithstanding the immediately preceding two sentences, the Master Servicer's right to purchase any Mortgage Loan pursuant to either of such preceding sentences shall be subject to the following additional conditions: (x) if the date on which the Mortgage Loan first became 90-day delinquent (the "Initial Delinquency Date") occurred during the first two calendar months of a calendar quarter, the Master Servicer may exercise the purchase right during the period commencing on the Initial Delinquency Date and ending on the last Master Servicer Business Day of such calendar quarter, (y) if the Initial Delinquency Date occurred during the third calendar month of a calendar quarter, the Master Servicer may exercise the purchase right during the period commencing on the first day of the immediately succeeding calendar quarter and ending on the last Master Servicer Business Day of such succeeding calendar quarter and (z) if the Master Servicer does not exercise the purchase right with respect to a Mortgage Loan during the period specified in clause (x) or (y), as applicable, such Mortgage Loan shall thereafter again become eligible for purchase pursuant to the preceding two sentences only after the Mortgage Loan ceases to be 90-day delinquent and thereafter becomes 90-day delinquent again. 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 Section 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 protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a would if it were the owner of the related Mortgage Loan, that the security for, and the timely and full collectibility of, such Mortgage Loan would not be adversely affected by such waiver, modification, postponement or indulgence; provided, however, that (unless the Mortgagor is in default with respect to the Mortgage Loan or in the reasonable judgment of the Master Servicer such default is imminent) the Master Servicer shall not make or permit any modification, waiver or amendment of modification with respect to any Mortgage Loan which that would (i) change the applicable Mortgage Interest Rate, defer or forgive the payment of any principal or interest, reduce the outstanding principal balance (except for actual payments of principal) or extend the final maturity date with respect to such Mortgage Loan, or (ii) be inconsistent with the terms of any applicable Primary Insurance Policy, FHA insurance policy, VA guaranty, hazard insurance policy or federal flood insurance policy. 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 REMIC created hereunder to fail to qualify as a REMIC or result in the imposition of any tax such under Section 860F(a) or Section 860G(d) of the Code. Without limiting the generality The Master Servicer shall be entitled to approve a request from a Mortgagor for a partial release of the foregoingrelated Mortgaged Property, the Master Servicergranting of an easement thereon in favor of another Person, in any alteration or demolition of the related Mortgaged Property or other similar matters if it has determined, exercising its own name or good faith business judgment in the name same manner as it would if it were the owner of the Depositor related Mortgage Loan, that the security for, and the Trusteetimely and full collectibility of, such Mortgage Loan would not be adversely affected thereby and that REMIC I, REMIC II and REMIC III would not fail to continue to qualify as REMICs under the Code as a result thereof and that no tax on "prohibited transactions" or "contributions" after the startup day would be imposed on any REMIC as a result thereof. The Master Servicer is hereby authorized and empowered by the Depositor and the Trustee, when the Master Servicer believes it appropriate in its reasonable judgment, Trust to execute and deliver, deliver or cause to be executed and delivered on behalf of the TrusteeHolders of the REMIC I Regular Interests and the Class R-1 Residual Interest, and the Depositor, the Certificateholders Trust or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release release, discharge or discharge 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, Loans and with respect to the Mortgaged Properties held for the benefit of the CertificateholdersProperties. The Master Servicer shall prepare is hereby further authorized and empowered by the Trust to execute and deliver or cause to be executed and delivered on behalf of the Holders of the REMIC I Regular Interests and the Class R-1 Residual Interest and the Trust, 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 MERS(R) 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 MERS(R) System shall be reimbursable to the Depositor and/or Master Servicer. The Trustee on behalf of the Trustee such Trust shall execute and furnish to the Master Servicer, at the Master Servicer's direction, any powers of attorney and other documents requiring execution prepared by the Master Servicer and delivery determined by either or both of them as are the Master Servicer to be necessary or appropriate to enable the Master Servicer to service carry out its supervisory, servicing and administer administrative duties under this Agreement. The Master Servicer and each Servicer shall obtain (to the Mortgage Loans extent generally commercially available) and maintain fidelity bond and errors and omissions coverage acceptable to Fannie Mae or Freddie Mac with respxxx xx xxxir oxxxxxxxons 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. In connection with the servicing and administering of each Mortgage Loan, the Master Servicer is not permitted to execute and deliver such documents pursuant to the preceding sentence. Upon receipt any affiliate of such documents, the Depositor and/or the Trustee shall execute such documents and deliver them to the Master Servicer. The Master Servicer further is authorized (i) may perform services such as appraisals, default management and empowered (in the case of affiliates only) brokerage services that are not customarily provided by the Trusteeservicers of mortgage loans, and shall be entitled to reasonable compensation therefor and (ii) may, at its own discretion and on behalf of the Certificateholders and the TrusteeTrust, in its own name or obtain credit information in the name of the Subservicer, when the Master Servicer or the Subservicer as the case may be, believes it appropriate in its best judgment to register any Mortgage Loan on the MERS® System, or cause the removal from the registration of any 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 form of a Mortgage in the name of MERS, solely as nominee for the Trustee and its successors and assigns. In accordance with the standards of the preceding paragraph, the Master 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, which advances shall be reimbursable in the first instance "credit score" from related collections from the Mortgagors pursuant to Section 3.6, and further as provided in Section 3.8. The costs incurred by the Master Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties 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 permita credit repository.

Administration and Servicing of Mortgage Loans. SECTION 3.1 Master Servicer to Service Mortgage Loans. For and on behalf of the CertificateholdersSection 5.01 CENDANT MORTGAGE TO ACT AS SERVICER; SERVICING STANDARDS; ADDITIONAL DOCUMENTS; CONSENT OF THE PURCHASER. (1) The Servicer, the Master Servicer as independent contract servicer, shall service and administer the Mortgage Loans and REO Property from and after each Funding Date in accordance with the terms and provisions of (i) the Servicing Rights Transfer and Subservicing Agreement, pursuant to which First Tennessee Mortgage Services, Inc. engaged the Master Servicer to subservice the Mortgage Loans, (ii) applicable law and the terms and provisions of this Agreement for and on behalf of, and in the best interests 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 (iiib) 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; provided that if there is a conflict between servicers utilized with respect to mortgage loans comparable to the terms of Mortgage Loans. Subject to the Servicing Agreement and the Servicing Rights Transfer and Subservicing Agreementforegoing standards, on the one hand, and this Agreement, on the other hand, the terms of this Agreement shall prevail. In in connection with such servicing and administration, the Master 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 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, acting alone and/or through Subservicers as provided in Section 3.2 hereof, authority to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration, including but not limited to, the power and authority, subject to the terms hereof authority (ia) to execute and deliver, on behalf of the Certificateholders and the TrusteePurchaser, customary consents or waivers and other instruments and documentsdocuments (including estoppel certificates), (iib) 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)Mortgages, (iiic) to submit claims to collect any Insurance Proceeds and other 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 (ivg) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided PROVIDED that the Master Servicer shall not take any action not provided for in this Agreement that is materially inconsistent with or materially prejudices the interests interest of the Trust Fund or the Certificateholders Purchaser in any Mortgage Loan or the rights and interests of the Depositor, the Trustee and the Certificateholders under this Agreement. The Master Servicer shall represent and protect If reasonably requested by the 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, and shall not make or permit any modification, waiver or amendment of any Mortgage Loan which would cause any REMIC created hereunder to fail to qualify as a REMIC or result in the imposition of any tax under Section 860F(a) or Section 860G(d) of the Code. Without limiting the generality of the foregoingServicer, the Master Servicer, in its own name or in Purchaser shall furnish the name Servicer with any powers of the Depositor attorney and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, when the Master Servicer believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, 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 shall prepare and deliver to the Depositor and/or the Trustee such documents requiring execution and delivery by either or both of them as are reasonably necessary or appropriate to enable the Master Servicer to service and administer the Mortgage Loans and the REO Properties, including documents relating to the extent foreclosure, receivership, management, operation, maintenance, repair, leasing, marketing and sale (in foreclosure or otherwise) of any Mortgaged Property or any REO Property. Nothing contained in this Agreement shall limit the ability of the Servicer to lend money to (whether on a secured or unsecured basis), and otherwise generally engage in any kind of business or dealings with, any Mortgagor as though the Servicer were not a party to this Agreement or to the transactions contemplated hereby. (3) Notwithstanding anything to the contrary contained herein: (a) the Servicer acknowledges that the Master Servicer is not permitted to execute Purchaser or its designee will retain title to, and deliver such documents pursuant to the preceding sentence. Upon receipt of such documentsownership of, the Depositor and/or the Trustee shall execute such documents and deliver them to the Master Servicer. The Master Servicer further is authorized and empowered by the Trustee, on behalf of the Certificateholders Mortgage Loans and the TrusteeREO Properties and that the Servicer does not hereby acquire any title to, security interest in, or other rights of any kind in its own name or in the name of the Subservicer, when the Master Servicer or the Subservicer as the case may be, believes it appropriate in its best judgment to register any Mortgage Loan on or REO Property or any portion thereof; (b) the MERS® SystemServicer shall not file any lien or any other encumbrance on, exercise any right of setoff against, or cause the removal from the registration of attach or assert any claim in or on any Mortgage Loan on the MERS® Systemor REO Property, 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. In accordance with the standards of the preceding paragraph, the Master 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, which advances shall be reimbursable in the first instance from related collections from the Mortgagors unless authorized pursuant to Section 3.6, and further as provided in Section 3.8. The costs incurred by a judicial or administrative proceeding or a court order; (c) the Master Servicer, if anyServicer shall, in effecting servicing the timely payments of taxes and assessments on the Mortgaged Properties 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 follow and comply with the servicing guidelines established by FNMA, PROVIDED that the Servicer shall specifically notify the Purchaser in writing and obtain the Purchaser's written consent prior to the Servicer taking any of the following actions: (1) modifying, amending or waiving any of the financial terms of, or making any other material modifications to, a Mortgage Loan, except the Servicer may, upon the Mortgagor's request, accept a principal prepayment and re-amortize the then remaining principal balance over the then remaining term of such Mortgage Loans so permit.the loan (resulting in a lower scheduled monthly payment but not change in the maturity date);

Administration and Servicing of Mortgage Loans. SECTION 3.1 Master Servicer Section 5.01 Cendant Mortgage to Service Mortgage Loans. For and on behalf Act as Servicer; Servicing Standards; Additional Documents; Consent of the CertificateholdersPurchaser. (1) The Servicer, the Master Servicer as independent contract servicer, shall service and administer the Mortgage Loans and REO Property from and after each Funding Date in accordance with the terms and provisions of (i) the Servicing Rights Transfer and Subservicing Agreement, pursuant to which First Tennessee Mortgage Services, Inc. engaged the Master Servicer to subservice the Mortgage Loans, (ii) applicable law and the terms and provisions of this Agreement for and on behalf of, and in the best interests 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 (iiib) 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; provided that if there is a conflict between servicers utilized with respect to mortgage loans comparable to the terms of Mortgage Loans. Subject to the Servicing Agreement and the Servicing Rights Transfer and Subservicing Agreementforegoing standards, on the one hand, and this Agreement, on the other hand, the terms of this Agreement shall prevail. In in connection with such servicing and administration, the Master 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 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, acting alone and/or through Subservicers as provided in Section 3.2 hereof, authority to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration, including but not limited to, the power and authority, subject to the terms hereof authority (ia) to execute and deliver, on behalf of the Certificateholders and the TrusteePurchaser, customary consents or waivers and other instruments and documentsdocuments (including estoppel certificates), (iib) 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)Mortgages, (iiic) to submit claims to collect any Insurance Proceeds and other 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 (ivg) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that the Master Servicer shall not take any action not provided for in this Agreement that is materially inconsistent with or materially prejudices the interests interest of the Trust Fund or the Certificateholders Purchaser in any Mortgage Loan or the rights and interests of the Depositor, the Trustee and the Certificateholders under this Agreement. The Master Servicer shall represent and protect If reasonably requested by the 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, and shall not make or permit any modification, waiver or amendment of any Mortgage Loan which would cause any REMIC created hereunder to fail to qualify as a REMIC or result in the imposition of any tax under Section 860F(a) or Section 860G(d) of the Code. Without limiting the generality of the foregoingServicer, the Master Servicer, in its own name or in Purchaser shall furnish the name Servicer with any powers of the Depositor attorney and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, when the Master Servicer believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, 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 shall prepare and deliver to the Depositor and/or the Trustee such documents requiring execution and delivery by either or both of them as are reasonably necessary or appropriate to enable the Master Servicer to service and administer the Mortgage Loans and the REO Properties, including documents relating to the extent foreclosure, receivership, management, operation, maintenance, repair, leasing, marketing and sale (in foreclosure or otherwise) of any Mortgaged Property or any REO Property. Nothing contained in this Agreement shall limit the ability of the Servicer to lend money to (whether on a secured or unsecured basis), and otherwise generally engage in any kind of business or dealings with, any Mortgagor as though the Servicer were not a party to this Agreement or to the transactions contemplated hereby. (3) Notwithstanding anything to the contrary contained herein: (a) the Servicer acknowledges that the Master Servicer is not permitted to execute Purchaser or its designee will retain title to, and deliver such documents pursuant to the preceding sentence. Upon receipt of such documentsownership of, the Depositor and/or the Trustee shall execute such documents and deliver them to the Master Servicer. The Master Servicer further is authorized and empowered by the Trustee, on behalf of the Certificateholders Mortgage Loans and the TrusteeREO Properties and that the Servicer does not hereby acquire any title to, security interest in, or other rights of any kind in its own name or in the name of the Subservicer, when the Master Servicer or the Subservicer as the case may be, believes it appropriate in its best judgment to register any Mortgage Loan on or REO Property or any portion thereof; (b) the MERS® SystemServicer shall not file any lien or any other encumbrance on, exercise any right of setoff against, or cause the removal from the registration of attach or assert any claim in or on any Mortgage Loan on the MERS® Systemor REO Property, 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. In accordance with the standards of the preceding paragraph, the Master 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, which advances shall be reimbursable in the first instance from related collections from the Mortgagors unless authorized pursuant to Section 3.6, and further as provided in Section 3.8. The costs incurred by a judicial or administrative proceeding or a court order; (c) the Master Servicer, if anyServicer shall, in effecting servicing the timely payments of taxes and assessments on the Mortgaged Properties 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 follow and comply with the servicing guidelines established by FNMA, provided that the Servicer shall specifically notify the Purchaser in writing and obtain the Purchaser's written consent prior to the Servicer taking any of the following actions: (1) modifying, amending or waiving any of the financial terms of, or making any other material modifications to, a Mortgage Loan, except the Servicer may, upon the Mortgagor's request, accept a principal prepayment and re-amortize the then remaining principal balance over the then remaining term of such Mortgage Loans so permit.the loan (resulting in a lower scheduled monthly payment but not change in the maturity date);

Administration and Servicing of Mortgage Loans. SECTION 3.1 Section 3.01. The Company to Act as Master Servicer. The Company shall act as Master Servicer to Service Mortgage Loans. For and on behalf of the Certificateholders, the Master Servicer shall service and administer the Mortgage Loans on behalf of the Trust and for the benefit of the Certificateholders in accordance with the terms of (i) the Servicing Rights Transfer and Subservicing Agreementhereof, pursuant to which First Tennessee Mortgage Services, Inc. engaged the Master Servicer to subservice the Mortgage Loans, (ii) this Agreement and (iii) the customary and usual standards of practice of consistent with prudent mortgage loan servicers; provided that if there is a conflict between servicing practices and (unless inconsistent with prudent mortgage loan servicing practices) in the terms of the Servicing Agreement and the Servicing Rights Transfer and Subservicing Agreement, on the one handsame manner in which, and this Agreementwith the same care, on the skill, prudence and diligence with which, it services and administers similar mortgage loans for other handportfolios, the terms of this Agreement shall prevail. In connection with such servicing and administration, the Master Servicer shall have full power and authority, acting alone and/or through Subservicers as provided in Section 3.2 hereof, authority to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administrationadministration which a prudent servicer of mortgage loans would do under similar circumstances, including but not limited toincluding, without limitation, the power and authority, subject authority to bring actions and defend the terms hereof (i) to execute and deliver, Mortgage Pool Assets on behalf of the Certificateholders and Trust in order to enforce the Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions terms of the Mortgage Notes 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 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 Master Servicer shall not take any action that is inconsistent with diligently pursue all of its rights against such agents or prejudices the interests of the Trust Fund or the Certificateholders in any Mortgage Loan or the rights and interests of the Depositor, the Trustee and the Certificateholders under this Agreementindependent contractors. The Master Servicer shall represent make reasonable efforts to collect or cause to be collected all payments called for under the terms and protect the interests provisions of the Trust Fund 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 accordance with prudent mortgage loan servicing practices, (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. Subject to the fourth sentence of this paragraph, the Master Servicer shall have the right, but not the obligation, to purchase any 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 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. Subject to the fourth sentence of this paragraph, the Master Servicer shall also have the right, but not the obligation, to purchase, for an amount equal to its Purchase Price, any Mortgage Loan delinquent 90 consecutive days or more, for the purpose of requiring the Person who sold such 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. Notwithstanding the immediately preceding two sentences, the Master Servicer's right to purchase any Mortgage Loan pursuant to either of such preceding sentences shall be subject to the following additional conditions: (x) if the date on which the Mortgage Loan first became 90-day delinquent (the "Initial Delinquency Date") occurred during the first two calendar months of a calendar quarter, the Master Servicer may exercise the purchase right during the period commencing on the Initial Delinquency Date and ending on the last Master Servicer Business Day of such calendar quarter, (y) if the Initial Delinquency Date occurred during the third calendar month of a calendar quarter, the Master Servicer may exercise the purchase right during the period commencing on the first day of the immediately succeeding calendar quarter and ending on the last Master Servicer Business Day of such succeeding calendar quarter and (z) if the Master Servicer does not exercise the purchase right with respect to a Mortgage Loan during the period specified in clause (x) or (y), as applicable, such Mortgage Loan shall thereafter again become eligible for purchase pursuant to the preceding two sentences only after the Mortgage Loan ceases to be 90-day delinquent and thereafter becomes 90-day delinquent again. 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 Section 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 protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a would if it were the owner of the related Mortgage Loan, that the security for, and the timely and full collectibility of, such Mortgage Loan would not be adversely affected by such waiver, modification, postponement or indulgence; provided, however, that (unless the Mortgagor is in default with respect to the Mortgage Loan or in the reasonable judgment of the Master Servicer such default is imminent) the Master Servicer shall not make or permit any modification, waiver or amendment of modification with respect to any Mortgage Loan which that would (i) change the applicable Mortgage Interest Rate, defer or forgive the payment of any principal or interest, reduce the outstanding principal balance (except for actual payments of principal) or extend the final maturity date with respect to such Mortgage Loan, or (ii) be inconsistent with the terms of any applicable Primary Insurance Policy, FHA insurance policy, VA guaranty, hazard insurance policy or federal flood insurance policy. 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 REMIC created hereunder to fail to qualify as a REMIC or result in the imposition of any tax such under Section 860F(a) or Section 860G(d) of the Code. Without limiting the generality The Master Servicer shall be entitled to approve a request from a Mortgagor for a partial release of the foregoingrelated Mortgaged Property, the Master Servicergranting of an easement thereon in favor of another Person, in any alteration or demolition of the related Mortgaged Property or other similar matters if it has determined, exercising its own name or good faith business judgment in the name same manner as it would if it were the owner of the Depositor related Mortgage Loan, that the security for, and the Trusteetimely and full collectibility of, such Mortgage Loan would not be adversely affected thereby and that REMIC I and REMIC II would not fail to continue to qualify as a REMICs under the Code as a result thereof and that no tax on "prohibited transactions" or "contributions" after the startup day would be imposed on any REMIC as a result thereof. The Master Servicer is hereby authorized and empowered by the Depositor and the Trustee, when the Master Servicer believes it appropriate in its reasonable judgment, Trust to execute and deliver, deliver or cause to be executed and delivered on behalf of the TrusteeHolders of the REMIC I Regular Interests and the Class R-1 Residual Interest, and the Depositor, the Certificateholders Trust or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release release, discharge or discharge 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, Loans and with respect to the Mortgaged Properties held for the benefit of the CertificateholdersProperties. The Master Servicer shall prepare is hereby further authorized and empowered by the Trust to execute and deliver or cause to be executed and delivered on behalf of the Holders of the REMIC I Regular Interests and the Class R-1 Residual Interest and the Trust, 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 77 Loan on the MERS(R) 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 MERS(R) System shall be reimbursable to the Depositor and/or Master Servicer. The Trustee on behalf of the Trustee such Trust shall execute and furnish to the Master Servicer, at the Master Servicer's direction, any powers of attorney and other documents requiring execution prepared by the Master Servicer and delivery determined by either or both of them as are the Master Servicer to be necessary or appropriate to enable the Master Servicer to service carry out its supervisory, servicing and administer administrative duties under this Agreement. The Master Servicer and each Servicer shall obtain (to the Mortgage Loans extent generally commercially available) 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. In connection with the servicing and administering of each Mortgage Loan, the Master Servicer is not permitted to execute and deliver such documents pursuant to the preceding sentence. Upon receipt any affiliate of such documents, the Depositor and/or the Trustee shall execute such documents and deliver them to the Master Servicer. The Master Servicer further is authorized (i) may perform services such as appraisals, default management and empowered (in the case of affiliates only) brokerage services that are not customarily provided by the Trusteeservicers of mortgage loans, and shall be entitled to reasonable compensation therefor and (ii) may, at its own discretion and on behalf of the Certificateholders and the TrusteeTrust, in its own name or obtain credit information in the name of the Subservicer, when the Master Servicer or the Subservicer as the case may be, believes it appropriate in its best judgment to register any Mortgage Loan on the MERS® System, or cause the removal from the registration of any 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 form of a Mortgage in the name of MERS, solely as nominee for the Trustee and its successors and assigns. In accordance with the standards of the preceding paragraph, the Master 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, which advances shall be reimbursable in the first instance "credit score" from related collections from the Mortgagors pursuant to Section 3.6, and further as provided in Section 3.8. The costs incurred by the Master Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties 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 permita credit repository.

Administration and Servicing of Mortgage Loans. SECTION 3.1 Master Servicer Section 5.01 PHH Mortgage to Service Mortgage Loans. For and on behalf Act as Servicer; Servicing Standards; Additional Documents; Consent of the CertificateholdersPurchaser (1) The Servicer, the Master Servicer as independent contract servicer, shall service and administer the Mortgage Loans and REO Property from and after each Funding Date in accordance with the terms and provisions of (i) the Servicing Rights Transfer and Subservicing Agreement, pursuant to which First Tennessee Mortgage Services, Inc. engaged the Master Servicer to subservice the Mortgage Loans, (ii) applicable law and the terms and provisions of this Agreement for and on behalf of, and in the best interests 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 (iiib) 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; provided that if there is a conflict between servicers utilized with respect to mortgage loans comparable to the terms of Mortgage Loans. Subject to the Servicing Agreement and the Servicing Rights Transfer and Subservicing Agreementforegoing standards, on the one hand, and this Agreement, on the other hand, the terms of this Agreement shall prevail. In in connection with such servicing and administration, the Master 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 Seller, including with respect to Servicing 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, acting alone and/or through Subservicers as provided in Section 3.2 hereof, authority to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration, including but not limited to, the power and authority, subject to the terms hereof authority (ia) to execute and deliver, on behalf of the Certificateholders and the TrusteePurchaser, customary consents or waivers and other instruments and documentsdocuments (including estoppel certificates), (iib) 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)Mortgages, (iiic) to submit claims to collect any Insurance Proceeds and other 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 (ivg) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that the Master Servicer shall not take any action not provided for in this Agreement that is materially inconsistent with or materially prejudices the interests interest of the Trust Fund or the Certificateholders Purchaser in any Mortgage Loan or the rights and interests of the Depositor, the Trustee and the Certificateholders under this Agreement. The Master Purchaser shall furnish the Servicer with a power of attorney in the form of Exhibit 5.01(a) and other documents reasonably necessary or appropriate to enable the Servicer to service and administer the 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. (3) Notwithstanding anything to the contrary contained herein: (a) the Servicer acknowledges that the Purchaser or its designee will retain title to, and ownership of, the 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 represent 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 protect comply with the interests servicing 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 Servicer taking any of the Trust Fund in following actions: (1) modifying, amending or waiving any of the same manner as it protects its own interests in mortgage loans in its own portfolio in financial terms of, or making any claimother material modifications to, proceeding or litigation regarding a Mortgage Loan, except the Servicer may be permitted to do so in the event of a Specially Serviced Mortgage Loan or with respect to a Mortgage 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); (2) selling any Specially Serviced Mortgage Loan; (3) forgiving principal or interest on, or permitting to be satisfied at a discount, any Mortgage Loan except in the event of a Specially Serviced Mortgage Loan; or (4) accepting substitute or additional collateral, or releasing any collateral, for a Mortgage Loan. If the Purchaser has not approved or rejected in writing any proposed action(s) recommended by the Servicer to be taken hereunder within 5 Business Days of the date such recommendation is made, then the Purchaser shall not make or permit be deemed to have accepted such recommended action(s) and the Servicer shall take any such action(s); (d) the Servicer shall notify the Purchaser’s custodian of any modification, waiver or amendment of any term of any Mortgage Loan which would cause any REMIC created hereunder and the date thereof and shall deliver to fail to qualify as a REMIC or result the Purchaser, for deposit in the imposition of any tax under Section 860F(a) or Section 860G(d) related Mortgage File, an original counterpart of the Code. Without limiting agreement relating to such modification, waiver or amendment promptly following the generality of execution thereof; (e) in accordance with the foregoingXxxxxx Mae Guide, the Master ServicerServicer shall be entitled to workout compensation as it relates to repayment plans, loan modifications, short-sales, deed-in lieu of foreclosure, and hardship assumptions as evidenced in Exhibit 5.01(b); (f) the Servicer shall remain primarily liable for the full performance of its obligations hereunder notwithstanding any appointment by the Servicer of a subservicer or subservicers hereunder; and (g) the Purchaser may at any time and from time to time, in its own name sole discretion, upon 30 day written notice to the Servicer, terminate the Servicer’s servicing obligations hereunder with respect to (1) any REO Property or (2) any Mortgage Loan that, in accordance with the name Purchaser’s internal credit classification criteria, has been classified as “doubtful” or a “loss” and Purchaser shall reimburse Servicer all Monthly Advances and Servicing Advances , take all necessary steps and absorb all associated costs to assume such servicing Upon the effectiveness of any such termination of the Depositor Servicer’s servicing obligations with respect to any such REO Property or Mortgage Loan, the Servicer shall deliver all agreements, documents, and instruments related thereto to the Purchaser, in accordance with this Agreement and applicable law. 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 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 Trusteeterms and provisions of any related Primary Insurance Policy, is hereby authorized and empowered by the Depositor and the Trustee, when the Master Servicer believes follow such collection procedures as it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, 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, follows with respect to mortgage loans comparable to the Mortgage Loans, and which procedures shall in any event comply with respect to the Mortgaged Properties held for servicing standards set forth in Section 5.01. Furthermore, the benefit of the Certificateholders. The Master Servicer shall prepare ascertain and deliver to the Depositor and/or the Trustee such documents requiring execution estimate annual ground rents, taxes, assessments, fire and delivery by either or both of them as are necessary or appropriate to enable the Master Servicer to service and administer the Mortgage Loans to the extent that the Master Servicer is not permitted to execute and deliver such documents pursuant to the preceding sentence. Upon receipt of such documentshazard insurance premiums, the Depositor and/or the Trustee shall execute such documents and deliver them to the Master Servicer. The Master Servicer further is authorized and empowered by the Trusteemortgage insurance premiums, on behalf of the Certificateholders and the Trustee, in its own name or in the name of the Subservicer, when the Master Servicer or the Subservicer as the case may be, believes it appropriate in its best judgment to register any Mortgage Loan on the MERS® System, or cause the removal from the registration of any 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 MERScharges that, solely as nominee for the Trustee and its successors and assigns. In accordance with the standards of the preceding paragraph, the Master 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, which advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.6, and further as provided in Section 3.8. The costs incurred the Mortgages, will become due and payable to the end that the installments payable by the Master Servicer, if any, in effecting the timely payments of taxes Mortgagors will be sufficient to pay such charges as and assessments on the Mortgaged Properties when they become due 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 permitpayable.

Administration and Servicing of Mortgage Loans. SECTION 3.1 3.01. The Company to Act as Master Servicer. The Company shall act as Master Servicer to Service Mortgage Loans. For and on behalf of the Certificateholders, the Master Servicer shall service and administer the Mortgage Loans on behalf of the Trust and for the benefit of the Certificateholders in accordance with the terms of (i) the Servicing Rights Transfer and Subservicing Agreementhereof, pursuant to which First Tennessee Mortgage Services, Inc. engaged the Master Servicer to subservice the Mortgage Loans, (ii) this Agreement and (iii) the customary and usual standards of practice of consistent with prudent mortgage loan servicers; provided that if there is a conflict between servicing practices and (unless inconsistent with prudent mortgage loan servicing practices) in the terms of the Servicing Agreement and the Servicing Rights Transfer and Subservicing Agreement, on the one handsame manner in which, and this Agreementwith the same care, on the skill, prudence and diligence with which, it services and administers similar mortgage loans for other handportfolios, the terms of this Agreement shall prevail. In connection with such servicing and administration, the Master Servicer shall have full power and authority, acting alone and/or through Subservicers as provided in Section 3.2 hereof, authority to do or cause to be done any and all things that it may deem necessary or desirable in connection with 102 such servicing and administrationadministration which a prudent servicer of mortgage loans would do under similar circumstances, including but not limited toincluding, without limitation, the power and authority, subject authority to bring actions and defend the terms hereof (i) to execute and deliver, Mortgage Pool Assets on behalf of the Certificateholders and Trust in order to enforce the Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions terms of the Mortgage Notes 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 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 Master Servicer shall not take any action that is inconsistent with diligently pursue all of its rights against such agents or prejudices the interests of the Trust Fund or the Certificateholders in any Mortgage Loan or the rights and interests of the Depositor, the Trustee and the Certificateholders under this Agreementindependent contractors. The Master Servicer shall represent make reasonable efforts to collect or cause to be collected all payments called for under the terms and protect the interests provisions of the Trust Fund 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 accordance with prudent mortgage loan servicing practices, (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. Subject to the fourth sentence of this paragraph, the Master Servicer shall have the right, but not the obligation, to purchase any 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 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. Subject to the fourth sentence of this paragraph, the Master Servicer shall also have the right, but not the obligation, to purchase, for an amount equal to its Purchase Price, any Mortgage Loan delinquent 90 consecutive days or more, for the purpose of requiring the Person who sold such 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. Notwithstanding the immediately preceding two sentences, the Master Servicer's right to purchase any Mortgage Loan pursuant to either of such preceding sentences shall be subject to the following additional conditions: (x) if the date on which the Mortgage Loan first became 90-day delinquent (the "Initial Delinquency Date") occurred during the first two calendar months of a calendar quarter, the Master Servicer may exercise the purchase right during the period commencing on the Initial Delinquency Date and ending on the last Master Servicer Business Day of such calendar quarter, (y) if the Initial Delinquency Date occurred during the third calendar month of a calendar quarter, the Master Servicer may exercise the purchase right during the period commencing on the first day of the immediately succeeding calendar quarter and ending on the last Master Servicer Business Day of such succeeding calendar quarter and (z) if the Master Servicer does not exercise the purchase right with respect 103 to a Mortgage Loan during the period specified in clause (x) or (y), as applicable, such Mortgage Loan shall thereafter again become eligible for purchase pursuant to the preceding two sentences only after the Mortgage Loan ceases to be 90-day delinquent and thereafter becomes 90-day delinquent again. 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 Section 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 protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a would if it were the owner of the related Mortgage Loan, that the security for, and the timely and full collectibility of, such Mortgage Loan would not be adversely affected by such waiver, modification, postponement or indulgence; provided, however, that (unless the Mortgagor is in default with respect to the Mortgage Loan or in the reasonable judgment of the Master Servicer such default is imminent) the Master Servicer shall not make or permit any modification, waiver or amendment of modification with respect to any Mortgage Loan which that would (i) change the applicable Mortgage Interest Rate, defer or forgive the payment of any principal or interest, reduce the outstanding principal balance (except for actual payments of principal) or extend the final maturity date with respect to such Mortgage Loan, or (ii) be inconsistent with the terms of any applicable Primary Insurance Policy, FHA insurance policy, VA guaranty, hazard insurance policy or federal flood insurance policy. 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 REMIC created hereunder to fail to qualify as a REMIC or result in the imposition of any tax such under Section 860F(a) or Section 860G(d) of the Code. Without limiting the generality The Master Servicer shall be entitled to approve a request from a Mortgagor for a partial release of the foregoingrelated Mortgaged Property, the Master Servicergranting of an easement thereon in favor of another Person, in any alteration or demolition of the related Mortgaged Property or other similar matters if it has determined, exercising its own name or good faith business judgment in the name same manner as it would if it were the owner of the Depositor related Mortgage Loan, that the security for, and the Trusteetimely and full collectibility of, such Mortgage Loan would not be adversely affected thereby and that REMIC I, REMIC II and REMIC III would not fail to continue to qualify as REMICs under the Code as a result thereof and that no tax on "prohibited transactions" or "contributions" after the startup day would be imposed on any REMIC as a result thereof. The Master Servicer is hereby authorized and empowered by the Depositor and the Trustee, when the Master Servicer believes it appropriate in its reasonable judgment, Trust to execute and deliver, deliver or cause to be executed and delivered on behalf of the TrusteeHolders of the REMIC I Regular Interests and the Class R-1 Residual Interest, and the Depositor, the Certificateholders Trust or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release release, discharge or discharge 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, Loans and with respect to the Mortgaged Properties held for the benefit of the CertificateholdersProperties. The Master Servicer shall prepare is hereby further authorized and empowered by the Trust to execute and deliver or cause to be executed and delivered on behalf of the Holders of the REMIC I Regular Interests and the Class R-1 Residual Interest and the 104 Trust, 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 MERS(R) 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 MERS(R) System shall be reimbursable to the Depositor and/or Master Servicer. The Trustee on behalf of the Trustee such Trust shall execute and furnish to the Master Servicer, at the Master Servicer's direction, any powers of attorney and other documents requiring execution prepared by the Master Servicer and delivery determined by either or both of them as are the Master Servicer to be necessary or appropriate to enable the Master Servicer to service carry out its supervisory, servicing and administer administrative duties under this Agreement. The Master Servicer and each Servicer shall obtain (to the Mortgage Loans extent generally commercially available) 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. In connection with the servicing and administering of each Mortgage Loan, the Master Servicer is not permitted to execute and deliver such documents pursuant to the preceding sentence. Upon receipt any affiliate of such documents, the Depositor and/or the Trustee shall execute such documents and deliver them to the Master Servicer. The Master Servicer further is authorized (i) may perform services such as appraisals, default management and empowered (in the case of affiliates only) brokerage services that are not customarily provided by the Trusteeservicers of mortgage loans, and shall be entitled to reasonable compensation therefor and (ii) may, at its own discretion and on behalf of the Certificateholders and the TrusteeTrust, in its own name or obtain credit information in the name of the Subservicer, when the Master Servicer or the Subservicer as the case may be, believes it appropriate in its best judgment to register any Mortgage Loan on the MERS® System, or cause the removal from the registration of any 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 form of a Mortgage in the name of MERS, solely as nominee for the Trustee and its successors and assigns. In accordance with the standards of the preceding paragraph, the Master 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, which advances shall be reimbursable in the first instance "credit score" from related collections from the Mortgagors pursuant to Section 3.6, and further as provided in Section 3.8. The costs incurred by the Master Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties 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 permita credit repository.

Administration and Servicing of Mortgage Loans. SECTION 3.1 Section 3.01. The Company to Act as Master Servicer. The Company shall act as Master Servicer to Service Mortgage Loans. For and on behalf of the Certificateholders, the Master Servicer shall service and administer the Mortgage Loans on behalf of the Trust and for the benefit of the Certificateholders in accordance with the terms of (i) the Servicing Rights Transfer and Subservicing Agreementhereof, pursuant to which First Tennessee Mortgage Services, Inc. engaged the Master Servicer to subservice the Mortgage Loans, (ii) this Agreement and (iii) the customary and usual standards of practice of consistent with prudent mortgage loan servicers; provided that if there is a conflict between servicing practices and (unless inconsistent with prudent mortgage loan servicing practices) in the terms of the Servicing Agreement and the Servicing Rights Transfer and Subservicing Agreement, on the one handsame manner in which, and this Agreementwith the same care, on the skill, prudence and diligence with which, it services and administers similar mortgage loans for other handportfolios, the terms of this Agreement shall prevail. In connection with such servicing and administration, the Master Servicer shall have full power and authority, acting alone and/or through Subservicers as provided in Section 3.2 hereof, authority to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administrationadministration which a prudent servicer of mortgage loans would do under similar circumstances, including but not limited toincluding, without limitation, the power and authority, subject authority to bring actions and defend the terms hereof (i) to execute and deliver, Mortgage Pool Assets on behalf of the Certificateholders and Trust in order to enforce the Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions terms of the Mortgage Notes 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 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 Master Servicer shall not take any action that is inconsistent with diligently pursue all of its rights against such agents or prejudices the interests of the Trust Fund or the Certificateholders in any Mortgage Loan or the rights and interests of the Depositor, the Trustee and the Certificateholders under this Agreementindependent contractors. The Master Servicer shall represent make reasonable efforts to collect or cause to be collected all payments called for under the terms and protect the interests provisions of the Trust Fund 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 accordance with prudent mortgage loan servicing practices, (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. Subject to the fourth sentence of this paragraph, the Master Servicer shall have the right, but not the obligation, to purchase any 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 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. Subject to the fourth sentence of this paragraph, the Master Servicer shall also have the right, but not the obligation, to purchase, for an amount equal to its Purchase Price, any Mortgage Loan delinquent 90 consecutive days or more, for the purpose of requiring the Person who sold such 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. Notwithstanding the immediately preceding two sentences, the Master Servicer's right to purchase any Mortgage Loan pursuant to either of such preceding sentences shall be subject to the following additional conditions: (x) if the date on which the Mortgage Loan first became 90-day delinquent (the "Initial Delinquency Date") occurred during the first two calendar months of a calendar quarter, the Master Servicer may exercise the purchase right during the period commencing on the Initial Delinquency Date and ending on the last Master Servicer Business Day of such calendar quarter, (y) if the Initial Delinquency Date occurred during the third calendar month of a calendar quarter, the Master Servicer may exercise the purchase right during the period commencing on the first day of the immediately succeeding calendar quarter and ending on the last Master Servicer Business Day of such succeeding calendar quarter and (z) if the Master Servicer does not exercise the purchase right with respect to a Mortgage Loan during the period specified in clause (x) or (y), as applicable, such Mortgage Loan shall thereafter again become eligible for purchase pursuant to the preceding two sentences only after the Mortgage Loan ceases to be 90-day delinquent and thereafter becomes 90-day delinquent again. 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 Section 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 protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a 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; provided, however, that (unless the Mortgagor is in default with respect to the 95 Mortgage Loan or in the reasonable judgment of the Master Servicer such default is imminent) the Master Servicer shall not make or permit any modification, waiver or amendment of modification with respect to any Mortgage Loan which that would (i) change the applicable Mortgage Interest Rate, defer or forgive the payment of any principal or interest, reduce the outstanding principal balance (except for actual payments of principal) or extend the final maturity date with respect to such Mortgage Loan, or (ii) be inconsistent with the terms of any applicable Primary Insurance Policy, FHA insurance policy, VA guaranty, hazard insurance policy or federal flood insurance policy. 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 REMIC created hereunder to fail to qualify as a REMIC or result in the imposition of any tax such under Section 860F(a) or Section 860G(d) of the Code. Without limiting the generality The Master Servicer shall be entitled to approve a request from a Mortgagor for a partial release of the foregoingrelated Mortgaged Property, the Master Servicergranting of an easement thereon in favor of another Person, in any alteration or demolition of the related Mortgaged Property or other similar matters if it has determined, exercising its own name or good faith business judgment in the name same manner as it would if it were the owner of the Depositor related Mortgage Loan, that the security for, and the Trusteetimely and full collectability of, such Mortgage Loan would not be adversely affected thereby and that REMIC I, REMIC II and REMIC III would not fail to continue to qualify as a REMICs under the Code as a result thereof and that no tax on "prohibited transactions" or "contributions" after the startup day would be imposed on any REMIC as a result thereof. The Master Servicer is hereby authorized and empowered by the Depositor and the Trustee, when the Master Servicer believes it appropriate in its reasonable judgment, Trust to execute and deliver, deliver or cause to be executed and delivered on behalf of the TrusteeHolders of the REMIC I Regular Interests and the Class R-1 Residual Interest, and the Depositor, the Certificateholders Trust or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release release, discharge or discharge 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, Loans and with respect to the Mortgaged Properties held for the benefit of the CertificateholdersProperties. The Master Servicer shall prepare is hereby further authorized and empowered by the Trust to execute and deliver or cause to be executed and delivered on behalf of the Holders of the REMIC I Regular Interests and the Class R-1 Residual Interest and the Trust, 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 MERS(R) 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 MERS(R) System shall be reimbursable to the Depositor and/or Master Servicer. The Trustee on behalf of the Trustee such Trust shall execute and furnish to the Master Servicer, at the Master Servicer's direction, any powers of attorney and other documents requiring execution prepared by the Master Servicer and delivery determined by either or both of them as are the Master Servicer to be necessary or appropriate to enable the Master Servicer to service carry out its supervisory, servicing and administer administrative duties under this Agreement. The Master Servicer and each Servicer shall obtain (to the Mortgage Loans extent generally commercially available) and maintain fidelity bond and errors and omissions coverage acceptable to Fannie Mae 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. In connection with the servicing and administering of each Mortgage Loan, the Master Servicer is not permitted to execute and deliver such documents pursuant to the preceding sentence. Upon receipt any affiliate of such documents, the Depositor and/or the Trustee shall execute such documents and deliver them to the Master Servicer. The Master Servicer further is authorized (i) may perform services such as appraisals, default management and empowered (in the case of affiliates only) brokerage services that are not customarily provided by the Trusteeservicers of mortgage loans, and shall be entitled to reasonable compensation therefor and (ii) may, at its own discretion and on behalf of the Certificateholders and the TrusteeTrust, in its own name or obtain credit information in the name of the Subservicer, when the Master Servicer or the Subservicer as the case may be, believes it appropriate in its best judgment to register any Mortgage Loan on the MERS® System, or cause the removal from the registration of any 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 form of a Mortgage in the name of MERS, solely as nominee for the Trustee and its successors and assigns. In accordance with the standards of the preceding paragraph, the Master 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, which advances shall be reimbursable in the first instance "credit score" from related collections from the Mortgagors pursuant to Section 3.6, and further as provided in Section 3.8. The costs incurred by the Master Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties 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 permita credit repository.

Administration and Servicing of Mortgage Loans. SECTION 3.1 Section 3.01. The Company to Act as Master Servicer. The Company shall act as Master Servicer to Service Mortgage Loans. For and on behalf of the Certificateholders, the Master Servicer shall service and administer the Mortgage Loans on behalf of the Trust and for the benefit of the Certificateholders in accordance with the terms of (i) the Servicing Rights Transfer and Subservicing Agreementhereof, pursuant to which First Tennessee Mortgage Services, Inc. engaged the Master Servicer to subservice the Mortgage Loans, (ii) this Agreement and (iii) the customary and usual standards of practice of consistent with prudent mortgage loan servicers; provided that if there is a conflict between servicing practices and (unless inconsistent with prudent mortgage loan servicing practices) in the terms of the Servicing Agreement and the Servicing Rights Transfer and Subservicing Agreement, on the one handsame manner in which, and this Agreementwith the same care, on the skill, prudence and diligence with which, it services and administers similar mortgage loans for other handportfolios, the terms of this Agreement shall prevail. In connection with such servicing and administration, the Master Servicer shall have full power and authority, acting alone and/or through Subservicers as provided in Section 3.2 hereof, authority to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administrationadministration which a prudent servicer of mortgage loans would do under similar circumstances, including but not limited toincluding, without limitation, the power and authority, subject authority to bring actions and defend the terms hereof (i) to execute and deliver, Mortgage Pool Assets on behalf of the Certificateholders and Trust in order to enforce the Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions terms of the Mortgage Notes 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 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 Master Servicer shall not take any action that is inconsistent with diligently pursue all of its rights against such agents or prejudices the interests of the Trust Fund or the Certificateholders in any Mortgage Loan or the rights and interests of the Depositor, the Trustee and the Certificateholders under this Agreementindependent contractors. The Master Servicer shall represent make reasonable efforts to collect or cause to be collected all payments called for under the terms and protect the interests provisions of the Trust Fund 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 accordance with prudent mortgage loan servicing practices, (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. Subject to the fourth sentence of this paragraph, the Master Servicer shall have the right, but not the obligation, to purchase any 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 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. Subject to the fourth sentence of this paragraph, the Master Servicer shall also have the right, but not the obligation, to purchase, for an amount equal to its Purchase Price, any Mortgage Loan delinquent 90 consecutive days or more, for the purpose of requiring the Person who sold such 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. Notwithstanding the immediately preceding two sentences, the Master Servicer's right to purchase any Mortgage Loan pursuant to either of such preceding sentences shall be subject to the following additional conditions: (x) if the date on which the Mortgage Loan first became 90-day delinquent (the "Initial Delinquency Date") occurred during the first two calendar months of a calendar quarter, the Master Servicer may exercise the purchase right during the period commencing on the Initial Delinquency Date and ending on the last Master Servicer Business Day of such calendar quarter, (y) if the Initial Delinquency Date occurred during the third calendar month of a calendar quarter, the Master Servicer may exercise the purchase right during the period commencing on the first day of the immediately succeeding calendar quarter and ending on the last Master Servicer Business Day of such succeeding calendar quarter and (z) if the Master Servicer does not exercise the purchase right with respect to a Mortgage Loan during the period specified in clause (x) or (y), as applicable, such Mortgage Loan shall thereafter again become eligible for purchase pursuant to the preceding two sentences only after the Mortgage Loan ceases to be 90-day delinquent and thereafter becomes 90-day delinquent again. 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 Section 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 protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a 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; provided, however, that (unless the Mortgagor is in default with respect to the Mortgage Loan or in the reasonable judgment of the Master Servicer such default is imminent) the Master Servicer shall not make or permit any modification, waiver or amendment of modification with respect to any Mortgage Loan which that would (i) change the applicable Mortgage Interest Rate, defer or forgive the payment of any principal or interest, reduce the outstanding principal balance (except for actual payments of principal) or extend the final maturity date with respect to such Mortgage Loan, or (ii) be inconsistent with the terms of any applicable Primary Insurance Policy, FHA insurance policy, VA guaranty, hazard insurance policy or federal flood insurance policy. 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 REMIC created hereunder to fail to qualify as a REMIC or result in the imposition of any tax such under Section 860F(a) or Section 860G(d) of the Code. Without limiting the generality The Master Servicer shall be entitled to approve a request from a Mortgagor for a partial release of the foregoingrelated Mortgaged Property, the Master Servicergranting of an easement thereon in favor of another Person, in any alteration or demolition of the related Mortgaged Property or other similar matters if it has determined, exercising its own name or good faith business judgment in the name same manner as it would if it were the owner of the Depositor related Mortgage Loan, that the security for, and the Trusteetimely and full collectability of, such Mortgage Loan would not be adversely affected thereby and that REMIC I and REMIC II would not fail to continue to qualify as REMICs under the Code as a result thereof and that no tax on "prohibited transactions" or "contributions" after the startup day would be imposed on any REMIC as a result thereof. The Master Servicer is hereby authorized and empowered by the Depositor and the Trustee, when the Master Servicer believes it appropriate in its reasonable judgment, Trust to execute and deliver, deliver or cause to be executed and delivered on behalf of the TrusteeHolders of the REMIC I Regular Interests and the Class R-1 Residual Interest, and the Depositor, the Certificateholders Trust or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release release, discharge or discharge 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, Loans and with respect to the Mortgaged Properties held for the benefit of the CertificateholdersProperties. The Master Servicer shall prepare is hereby further authorized and empowered by the Trust to execute and deliver or cause to be executed and delivered on behalf of the Holders of the REMIC I Regular Interests and the Class R-1 Residual Interest and the Trust, 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 MERS(R) 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 MERS(R) System shall be reimbursable to the Depositor and/or Master Servicer. The Trustee on behalf of the Trustee such Trust shall execute and furnish to the Master Servicer, at the Master Servicer's direction, any powers of attorney and other documents requiring execution prepared by the Master Servicer and delivery determined by either or both of them as are the Master Servicer to be necessary or appropriate to enable the Master Servicer to service carry out its supervisory, servicing and administer administrative duties under this Agreement. The Master Servicer and each Servicer shall obtain (to the Mortgage Loans extent generally commercially available) 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. In connection with the servicing and administering of each Mortgage Loan, the Master Servicer is not permitted to execute and deliver such documents pursuant to the preceding sentence. Upon receipt any affiliate of such documents, the Depositor and/or the Trustee shall execute such documents and deliver them to the Master Servicer. The Master Servicer further is authorized (i) may perform services such as appraisals, default management and empowered (in the case of affiliates only) brokerage services that are not customarily provided by the Trusteeservicers of mortgage loans, and shall be entitled to reasonable compensation therefor and (ii) may, at its own discretion and on behalf of the Certificateholders and the TrusteeTrust, in its own name or obtain credit information in the name of the Subservicer, when the Master Servicer or the Subservicer as the case may be, believes it appropriate in its best judgment to register any Mortgage Loan on the MERS® System, or cause the removal from the registration of any 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 form of a Mortgage in the name of MERS, solely as nominee for the Trustee and its successors and assigns. In accordance with the standards of the preceding paragraph, the Master 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, which advances shall be reimbursable in the first instance "credit score" from related collections from the Mortgagors pursuant to Section 3.6, and further as provided in Section 3.8. The costs incurred by the Master Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties 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 permita credit repository.

Administration and Servicing of Mortgage Loans. SECTION 3.1 Section 3.01. The Company to Act as Master Servicer. The Company shall act as Master Servicer to Service Mortgage Loans. For and on behalf of the Certificateholders, the Master Servicer shall service and administer the Mortgage Loans on behalf of the Trust and for the benefit of the Certificateholders in accordance with the terms of (i) the Servicing Rights Transfer and Subservicing Agreementhereof, pursuant to which First Tennessee Mortgage Services, Inc. engaged the Master Servicer to subservice the Mortgage Loans, (ii) this Agreement and (iii) the customary and usual standards of practice of consistent with prudent mortgage loan servicers; provided that if there is a conflict between servicing practices and (unless inconsistent with prudent mortgage loan servicing practices) in the terms of the Servicing Agreement and the Servicing Rights Transfer and Subservicing Agreement, on the one handsame manner in which, and this Agreementwith the same care, on the skill, prudence and diligence with which, it services and administers similar mortgage loans for other handportfolios, the terms of this Agreement shall prevail. In connection with such servicing and administration, the Master Servicer shall have full power and authority, acting alone and/or through Subservicers as provided in Section 3.2 hereof, authority to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administrationadministration which a prudent servicer of mortgage loans would do under similar circumstances, including but not limited toincluding, without limitation, the power and authority, subject authority to bring actions and defend the terms hereof (i) to execute and deliver, Mortgage Pool Assets on behalf of the Certificateholders and Trust in order to enforce the Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions terms of the Mortgage Notes 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 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 Master Servicer shall not take any action that is inconsistent with diligently pursue all of its rights against such agents or prejudices the interests of the Trust Fund or the Certificateholders in any Mortgage Loan or the rights and interests of the Depositor, the Trustee and the Certificateholders under this Agreementindependent contractors. The Master Servicer shall represent make reasonable efforts to collect or cause to be collected all payments called for under the terms and protect the interests provisions of the Trust Fund 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 same manner as it protects its own interests 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 mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan, and shall not make or permit any modification, waiver or amendment of any Mortgage Loan which would cause any REMIC created hereunder to fail to qualify as a REMIC or result in the imposition of any tax under Section 860F(a) or Section 860G(d) of the Code3.08. Without limiting the generality of Consistent with the foregoing, the Master ServicerServicer may, in its own name or in the name of the Depositor and the Trusteeaccordance with prudent mortgage loan servicing practices, is hereby authorized and empowered by the Depositor and the Trustee, when the Master Servicer believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, 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 shall prepare and deliver to the Depositor and/or the Trustee such documents requiring execution and delivery by either or both of them as are necessary or appropriate to enable the Master Servicer to service and administer the Mortgage Loans to the extent that the Master 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 shall execute such documents and deliver them to the Master Servicer. The Master Servicer further is authorized and empowered by the Trustee, on behalf of the Certificateholders and the Trustee, in its own name or in the name of the Subservicer, when the Master Servicer or the Subservicer as the case may be, believes it appropriate in its best judgment to register any Mortgage Loan on the MERS® System, (i) waive or cause to be waived any assumption fee or late payment charge in connection with the removal from the registration prepayment of any Mortgage Loan on and (ii) only upon determining that the MERS® System, coverage of any applicable insurance policy or guaranty related 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 Loan will not be materially adversely affected, arrange a schedule, running for no more than 180 days after the name first delinquent Due Date, for payment of MERS, solely as nominee any delinquent installment on any Mortgage Note or for the Trustee and its successors and assignsliquidation of delinquent items. In accordance with Subject to the standards fourth sentence of the preceding this paragraph, the Master Servicer shall advance have the right, but not the obligation, to purchase any Mortgage Loan delinquent 90 consecutive days or cause more for an amount equal to be advanced funds as necessary for its Purchase Price; provided, however, that the purpose aggregate Purchase Price of effecting the payment of taxes and assessments on the Mortgaged Properties, which advances shall be reimbursable in the first instance from related collections from the Mortgagors Mortgage Loans so purchased pursuant to Section 3.6this sentence shall not exceed one-half of one percent (0.50%) of the aggregate Principal Balance, and further as provided in Section 3.8of the Cut-Off Date, of all Mortgage Loans. The costs incurred by Subject to the fourth sentence of this paragraph, the Master ServicerServicer shall also have the right, if anybut not the obligation, in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums shall notto purchase, for an amount equal to its Purchase Price, any Mortgage Loan delinquent 90 consecutive days or more, for the purpose of calculating monthly distributions requiring the Person who sold such Mortgage Loan to the Certificateholders, be added Company to repurchase such Mortgage Loan based on a breach of a representation or warranty made by such Person in connection with the Stated Principal Balances of the related Mortgage Loans, notwithstanding that the terms Company's purchase or acquisition of such Mortgage Loans so permit.103

Administration and Servicing of Mortgage Loans. SECTION 3.1 Master Servicer Section 5.01 Cendant Mortgage to Service Mortgage Loans. For and on behalf Act as Servicer; Servicing Standards; Additional Documents; Consent of the CertificateholdersPurchaser. --------------------------------------------------------- (1) The Servicer, the Master Servicer as independent contract servicer, shall service and administer the Mortgage Loans and REO Property from and after each Funding Date in accordance with the terms and provisions of (i) the Servicing Rights Transfer and Subservicing Agreement, pursuant to which First Tennessee Mortgage Services, Inc. engaged the Master Servicer to subservice the Mortgage Loans, (ii) applicable law and the terms and provisions of this Agreement for and on behalf of, and in the best interests 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 (iiib) 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; provided that if there is a conflict between servicers utilized with respect to mortgage loans comparable to the terms of Mortgage Loans. Subject to the Servicing Agreement and the Servicing Rights Transfer and Subservicing Agreementforegoing standards, on the one hand, and this Agreement, on the other hand, the terms of this Agreement shall prevail. In in connection with such servicing and administration, the Master 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 Seller, including with respect to Servicing 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, acting alone and/or through Subservicers as provided in Section 3.2 hereof, authority to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration, including but not limited to, the power and authority, subject to the terms hereof authority (ia) to execute and deliver, on behalf of the Certificateholders and the TrusteePurchaser, customary consents or waivers and other instruments and documentsdocuments (including estoppel certificates), (iib) 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)Mortgages, (iiic) to submit claims to collect any Insurance Proceeds and other 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 (ivg) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that the Master Servicer shall not take any action not provided for in this Agreement that is materially inconsistent with or materially prejudices the interests interest of the Trust Fund or the Certificateholders Purchaser in any Mortgage Loan or the rights and interests of the Depositor, the Trustee and the Certificateholders under this Agreement. The Master Servicer shall represent and protect If reasonably requested by the 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, and shall not make or permit any modification, waiver or amendment of any Mortgage Loan which would cause any REMIC created hereunder to fail to qualify as a REMIC or result in the imposition of any tax under Section 860F(a) or Section 860G(d) of the Code. Without limiting the generality of the foregoingServicer, the Master Servicer, in its own name or in Purchaser shall furnish the name Servicer with any powers of the Depositor attorney and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, when the Master Servicer believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, 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 shall prepare and deliver to the Depositor and/or the Trustee such documents requiring execution and delivery by either or both of them as are reasonably necessary or appropriate to enable the Master Servicer to service and administer the Mortgage Loans and the REO Properties, including documents relating to the extent foreclosure, receivership, management, operation, maintenance, repair, leasing, marketing and sale (in foreclosure or otherwise) of any Mortgaged Property or any REO Property. Nothing contained in this Agreement shall limit the ability of the Servicer to lend money to (whether on a secured or unsecured basis), and otherwise generally engage in any kind of business or dealings with, any Mortgagor as though the Servicer were not a party to this Agreement or to the transactions contemplated hereby. (3) Notwithstanding anything to the contrary contained herein: (a) the Servicer acknowledges that the Master Servicer is not permitted to execute Purchaser or its designee will retain title to, and deliver such documents pursuant to the preceding sentence. Upon receipt of such documentsownership of, the Depositor and/or the Trustee shall execute such documents and deliver them to the Master Servicer. The Master Servicer further is authorized and empowered by the Trustee, on behalf of the Certificateholders Mortgage Loans and the TrusteeREO Properties and that the Servicer does not hereby acquire any title to, security interest in, or other rights of any kind in its own name or in the name of the Subservicer, when the Master Servicer or the Subservicer as the case may be, believes it appropriate in its best judgment to register any Mortgage Loan on or REO Property or any portion thereof; (b) the MERS® SystemServicer shall not file any lien or any other encumbrance on, exercise any right of setoff against, or cause the removal from the registration of attach or assert any claim in or on any Mortgage Loan on the MERS® Systemor REO Property, 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. In accordance with the standards of the preceding paragraph, the Master 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, which advances shall be reimbursable in the first instance from related collections from the Mortgagors unless authorized pursuant to Section 3.6, and further as provided in Section 3.8. The costs incurred by a judicial or administrative proceeding or a court order; (c) the Master Servicer, if anyServicer shall, in effecting servicing the timely payments of taxes and assessments on the Mortgaged Properties 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 follow and comply with the servicing guidelines established by FNMA, provided that the Servicer shall specifically notify the Purchaser in writing and obtain the Purchaser's written consent prior to the Servicer taking any of the following actions: (1) modifying, amending or waiving any of the financial terms of, or making any other material modifications to, a Mortgage Loan, except the Servicer may, upon the Mortgagor's request, accept a principal prepayment and re-amortize the then remaining principal balance over the then remaining term of such Mortgage Loans so permit.the loan (resulting in a lower scheduled monthly payment but not change in the maturity date);

Administration and Servicing of Mortgage Loans. SECTION 3.1 Section 3.01. The Company to Act as Master Servicer. The Company shall act as Master Servicer to Service Mortgage Loans. For and on behalf of the Certificateholders, the Master Servicer shall service and administer the Mortgage Loans on behalf of the Trustee and for the benefit of the Certificateholders in accordance with the terms of (i) hereof and in the Servicing Rights Transfer and Subservicing Agreement, pursuant to which First Tennessee Mortgage Services, Inc. engaged the Master Servicer to subservice the Mortgage Loans, (ii) this Agreement and (iii) the customary and usual standards of practice of prudent mortgage loan servicers; provided that if there is a conflict between the terms of the Servicing Agreement and the Servicing Rights Transfer and Subservicing Agreement, on the one handsame manner in which, and this Agreementwith the same care, on the skill, prudence and diligence with which, it services and administers similar mortgage loans for other handportfolios, the terms of this Agreement shall prevail. In connection with such servicing and administration, the Master Servicer shall have full power and authority, acting alone and/or through Subservicers as provided in Section 3.2 hereof, authority to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administrationadministration which it may deem necessary or desirable, including but not limited toincluding, without limitation, the power and authority, subject authority to bring actions and defend the terms hereof (i) to execute and deliver, Trust Fund on behalf of the Certificateholders and Trustee in order to enforce the Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions terms of the Mortgage Notes 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 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 Master Servicer shall not take any action that is inconsistent with diligently pursue all of its rights against such agents or prejudices the interests of the Trust Fund or the Certificateholders in any Mortgage Loan or the rights and interests of the Depositor, the Trustee and the Certificateholders under this Agreementindependent contractors. The Master Servicer shall represent make reasonable efforts to collect or cause to be collected all payments called for under the terms and protect the interests provisions of the Trust Fund 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 Pool Insurance Policy (including the Fraud Waiver and the Ninety-Seven Percent Loan-to-Value Program Endorsement), 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 same manner as it protects its own interests 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 mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan, and shall not make or permit any modification, waiver or amendment of any Mortgage Loan which would cause any REMIC created hereunder to fail to qualify as a REMIC or result in the imposition of any tax under Section 860F(a) or Section 860G(d) of the Code3.08. Without limiting the generality of Consistent with the foregoing, the Master Servicer, Servicer may in its own name discretion (i) waive or cause to be waived any assumption fee or late payment charge in connection with the name 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 related delinquent Mortgage Loan 90 days after the first delinquent Due Date for an amount equal to its Purchase Price; provided, however, that the aggregate Purchase Price of Mortgage Loans so repurchased shall not exceed one-half of one percent (0.50%) of the Depositor and aggregate Principal Balance, as of the TrusteeCut-Off Date, of all Mortgage Loans. The Master Servicer is hereby authorized and empowered by the Depositor and the Trustee, when the Master Servicer believes it appropriate in its reasonable judgment, Trustee to execute and deliver, deliver or cause to be executed and delivered on behalf of the TrusteeHolders of the REMIC I Regular Interests and the Class R-1 Certificateholders, and the Depositor, the Certificateholders Trustee or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release release, discharge or discharge 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, Loans and with respect to the Mortgaged Properties held for the benefit of the CertificateholdersProperties. 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 shall prepare and deliver determined by the Master Servicer to the Depositor and/or the Trustee such documents requiring execution and delivery by either or both of them as are be necessary or appropriate to enable the Master Servicer to service carry out its supervisory, servicing and administer administrative duties under this Agreement. The Master Servicer and each Servicer shall obtain (to the Mortgage Loans extent generally commercially available from time to time) and maintain fidelity bond and errors and omissions coverage acceptable to FNMA or FHLMC 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 Master 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 shall execute such documents and deliver them to the Master Servicer. The Master Servicer further is authorized and empowered by the Trustee, on behalf of the Certificateholders and the Trustee, in its own name or in the name of the Subservicer, when the Master Servicer or the Subservicer as the case may be, believes it appropriate in its best judgment to register any Mortgage Loan on the MERS® System, or cause the removal from the registration of any 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. In accordance with the standards of the preceding paragraphforegoing, the Master Servicer shall advance 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 REMIC to be advanced funds fail to qualify as necessary for such under the purpose of effecting the payment of taxes and assessments on the Mortgaged Properties, which advances Code. The Master Servicer shall be reimbursable 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 first instance from related collections from same manner as it would if it were the Mortgagors pursuant to Section 3.6, and further as provided in Section 3.8. The costs incurred by the Master Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balances owner of the related Mortgage LoansLoan, notwithstanding that the terms of security for, and the timely and full collectability of, such Mortgage Loans so permitLoan 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 as a result thereof and that no tax on "prohibited transactions" or "contributions" after the startup day would be imposed on either REMIC as a result thereof. In connection with the servicing and administering of each Mortgage Loan, the Master Servicer and any affiliate of the Master Servicer (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 the form of a "credit score" from a credit repository.

Administration and Servicing of Mortgage Loans. SECTION 3.1 Section 3.01. The Company to Act as Master Servicer. The Company shall act as Master Servicer to Service Mortgage Loans. For and on behalf of the Certificateholders, the Master Servicer shall service and administer the Mortgage Loans on behalf of the Trust and for the benefit of the Certificateholders in accordance with the terms of (i) the Servicing Rights Transfer and Subservicing Agreementhereof, pursuant to which First Tennessee Mortgage Services, Inc. engaged the Master Servicer to subservice the Mortgage Loans, (ii) this Agreement and (iii) the customary and usual standards of practice of consistent with prudent mortgage loan servicers; provided that if there is a conflict between servicing practices and (unless inconsistent with prudent mortgage loan servicing practices) in the terms of the Servicing Agreement and the Servicing Rights Transfer and Subservicing Agreement, on the one handsame manner in which, and this Agreementwith the same care, on the skill, prudence and diligence with which, it services and administers similar mortgage loans for other handportfolios, the terms of this Agreement shall prevail. In connection with such servicing and administration, the Master Servicer shall have full power and authority, acting alone and/or through Subservicers as provided in Section 3.2 hereof, authority to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administrationadministration which a prudent servicer of mortgage loans would do under similar circumstances, including but not limited toincluding, without limitation, the power and authority, subject authority to bring actions and defend the terms hereof (i) to execute and deliver, Mortgage Pool Assets on behalf of the Certificateholders and Trust in order to enforce the Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions terms of the Mortgage Notes 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 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 Master Servicer shall not take any action that is inconsistent with diligently pursue all of its rights against such agents or prejudices independent contractors. 101 The Master Servicer shall make reasonable efforts to collect or cause to be collected all payments called for under the interests terms and provisions of the Trust Fund or Mortgage Loans and shall, to the Certificateholders in any Mortgage Loan or the rights and interests of the Depositor, the Trustee extent such procedures shall be consistent with this Agreement and the Certificateholders under this Agreementterms 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 represent 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 accordance with prudent mortgage loan servicing practices, (i) waive or cause to be waived any assumption fee or late payment charge in connection with the prepayment of any Mortgage Loan and protect (ii) only upon determining that the interests 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. Subject to the fourth sentence of this paragraph, the Master Servicer shall have the right, but not the obligation, to purchase any 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 pursuant to this sentence shall not exceed one-half of one percent (0.50%) of the Trust Fund aggregate Principal Balance, as of the Cut-Off Date, of all Mortgage Loans. Subject to the fourth sentence of this paragraph, the Master Servicer shall also have the right, but not the obligation, to purchase, for an amount equal to its Purchase Price, any Mortgage Loan delinquent 90 consecutive days or more, for the purpose of requiring the Person who sold such 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. Notwithstanding the immediately preceding two sentences, the Master Servicer's right to purchase any Mortgage Loan pursuant to either of such preceding sentences shall be subject to the following additional conditions: (x) if the date on which the Mortgage Loan first became 90-day delinquent (the "Initial Delinquency Date") occurred during the first two calendar months of a calendar quarter, the Master Servicer may exercise the purchase right during the period commencing on the Initial Delinquency Date and ending on the last Master Servicer Business Day of such calendar quarter, (y) if the Initial Delinquency Date occurred during the third calendar month of a calendar quarter, the Master Servicer may exercise the purchase right during the period commencing on the first day of the immediately succeeding calendar quarter and ending on the last Master Servicer Business Day of such succeeding calendar quarter and (z) if the Master Servicer does not exercise the purchase right with respect to a Mortgage Loan during the period specified in clause (x) or (y), as applicable, such Mortgage Loan shall thereafter again become eligible for purchase pursuant to the preceding two sentences only after the Mortgage Loan ceases to be 90-day delinquent and thereafter becomes 90-day delinquent again. 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. 102 Consistent with the terms of this Section 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 protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a 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; provided, however, that (unless the Mortgagor is in default with respect to the Mortgage Loan or in the reasonable judgment of the Master Servicer such default is imminent) the Master Servicer shall not make or permit any modification, waiver or amendment of modification with respect to any Mortgage Loan which that would (i) change the applicable Mortgage Interest Rate, defer or forgive the payment of any principal or interest, reduce the outstanding principal balance (except for actual payments of principal) or extend the final maturity date with respect to such Mortgage Loan, or (ii) be inconsistent with the terms of any applicable Primary Insurance Policy, FHA insurance policy, VA guaranty, hazard insurance policy or federal flood insurance policy. 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 REMIC created hereunder to fail to qualify as a REMIC or result in the imposition of any tax such under Section 860F(a) or Section 860G(d) of the Code. Without limiting the generality The Master Servicer shall be entitled to approve a request from a Mortgagor for a partial release of the foregoingrelated Mortgaged Property, the Master Servicergranting of an easement thereon in favor of another Person, in any alteration or demolition of the related Mortgaged Property or other similar matters if it has determined, exercising its own name or good faith business judgment in the name same manner as it would if it were the owner of the Depositor related Mortgage Loan, that the security for, and the Trusteetimely and full collectability of, such Mortgage Loan would not be adversely affected thereby and that REMIC I, REMIC II and REMIC III would not fail to continue to qualify as a REMICs under the Code as a result thereof and that no tax on "prohibited transactions" or "contributions" after the startup day would be imposed on any REMIC as a result thereof. The Master Servicer is hereby authorized and empowered by the Depositor and the Trustee, when the Master Servicer believes it appropriate in its reasonable judgment, Trust to execute and deliver, deliver or cause to be executed and delivered on behalf of the TrusteeHolders of the REMIC I Regular Interests and the Class R-1 Residual Interest, and the Depositor, the Certificateholders Trust or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release release, discharge or discharge 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, Loans and with respect to the Mortgaged Properties held for the benefit of the CertificateholdersProperties. The Master Servicer shall prepare is hereby further authorized and empowered by the Trust to execute and deliver or cause to be executed and delivered on behalf of the Holders of the REMIC I Regular Interests and the Class R-1 Residual Interest and the Trust, 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 MERS(R) 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 MERS(R) System shall be reimbursable to the Depositor and/or Master Servicer. The Trustee on behalf of the Trustee such 103 Trust shall execute and furnish to the Master Servicer, at the Master Servicer's direction, any powers of attorney and other documents requiring execution prepared by the Master Servicer and delivery determined by either or both of them as are the Master Servicer to be necessary or appropriate to enable the Master Servicer to service carry out its supervisory, servicing and administer administrative duties under this Agreement. The Master Servicer and each Servicer shall obtain (to the Mortgage Loans extent generally commercially available) 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. In connection with the servicing and administering of each Mortgage Loan, the Master Servicer is not permitted to execute and deliver such documents pursuant to the preceding sentence. Upon receipt any affiliate of such documents, the Depositor and/or the Trustee shall execute such documents and deliver them to the Master Servicer. The Master Servicer further is authorized (i) may perform services such as appraisals, default management and empowered (in the case of affiliates only) brokerage services that are not customarily provided by the Trusteeservicers of mortgage loans, and shall be entitled to reasonable compensation therefor and (ii) may, at its own discretion and on behalf of the Certificateholders and the TrusteeTrust, in its own name or obtain credit information in the name of the Subservicer, when the Master Servicer or the Subservicer as the case may be, believes it appropriate in its best judgment to register any Mortgage Loan on the MERS® System, or cause the removal from the registration of any 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 form of a Mortgage in the name of MERS, solely as nominee for the Trustee and its successors and assigns. In accordance with the standards of the preceding paragraph, the Master 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, which advances shall be reimbursable in the first instance "credit score" from related collections from the Mortgagors pursuant to Section 3.6, and further as provided in Section 3.8. The costs incurred by the Master Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties 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 permita credit repository.

Administration and Servicing of Mortgage Loans. SECTION 3.1 3.01. The Company to Act as Master Servicer. The Company shall act as Master Servicer to Service Mortgage Loans. For and on behalf of the Certificateholders, the Master Servicer shall service and administer the Mortgage Loans on behalf of the Trust and for the benefit of the Certificateholders in accordance with the terms of (i) the Servicing Rights Transfer and Subservicing Agreementhereof, pursuant to which First Tennessee Mortgage Services, Inc. engaged the Master Servicer to subservice the Mortgage Loans, (ii) this Agreement and (iii) the customary and usual standards of practice of consistent with prudent mortgage loan servicers; provided that if there is a conflict between servicing practices and (unless inconsistent with prudent mortgage loan servicing practices) in the terms of the Servicing Agreement and the Servicing Rights Transfer and Subservicing Agreement, on the one handsame manner in which, and this Agreementwith the same care, on the skill, prudence and diligence with which, it services and administers similar mortgage loans for other handportfolios, the terms of this Agreement shall prevail. In connection with such servicing and administration, the Master Servicer shall have full power and authority, acting alone and/or through Subservicers as provided in Section 3.2 hereof, authority to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administrationadministration which a prudent servicer of mortgage loans would do under similar circumstances, including but not limited toincluding, without limitation, the power and authority, subject authority to bring actions and defend the terms hereof (i) to execute and deliver, Mortgage Pool Assets on behalf of the Certificateholders and Trust in order to enforce the Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions terms of the Mortgage Notes 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 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 Master Servicer shall not take any action that is inconsistent with diligently pursue all of its rights against such agents or prejudices the interests of the Trust Fund or the Certificateholders in any Mortgage Loan or the rights and interests of the Depositor, the Trustee and the Certificateholders under this Agreementindependent contractors. The Master Servicer shall represent make reasonable efforts to collect or cause to be collected all payments called for under the terms and protect the interests provisions of the Trust Fund 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 accordance with prudent mortgage loan servicing practices, (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. Subject to the fourth sentence of this paragraph, the Master Servicer shall have the right, but not the obligation, to purchase any 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 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. Subject to the fourth sentence of this paragraph, the Master Servicer shall also have the right, but not the obligation, to purchase, for an amount equal to its Purchase Price, any Mortgage Loan delinquent 90 consecutive days or more, for the purpose of requiring the Person who sold such 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. Notwithstanding the immediately preceding two sentences, the Master Servicer's right to purchase any Mortgage Loan pursuant to either of such preceding sentences shall be subject to the following additional conditions: (x) if the date on which the Mortgage Loan first became 90-day delinquent (the "Initial Delinquency Date") occurred during the first two calendar months of a calendar quarter, the Master Servicer may exercise the purchase right during the period commencing on the Initial Delinquency Date and ending on the last Master Servicer Business Day of such calendar quarter, (y) if the Initial Delinquency Date occurred during the third calendar month of a calendar quarter, the Master Servicer may exercise the purchase right during the period commencing on the first day of the immediately succeeding calendar quarter and ending on the last Master Servicer Business Day of such succeeding calendar quarter and (z) if the Master Servicer does not exercise the purchase right with respect to a Mortgage Loan during the period specified in clause (x) or (y), as applicable, such Mortgage Loan shall thereafter again become eligible for purchase pursuant to the preceding two sentences only after the Mortgage Loan ceases to be 90-day delinquent and thereafter becomes 90-day delinquent again. 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 Section 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 protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a would if it were the owner of the related Mortgage Loan, that the security for, and the timely and full collectibility of, such Mortgage Loan would not be adversely affected by such waiver, modification, postponement or indulgence; provided, however, that (unless the Mortgagor is in default with respect to the Mortgage Loan or in the reasonable judgment of the Master Servicer such default is imminent) the Master Servicer shall not make or permit any modification, waiver or amendment of modification with respect to any Mortgage Loan which that would (i) change the applicable Mortgage Interest Rate, defer or forgive the payment of any principal or interest, reduce the outstanding principal balance (except for actual payments of principal) or extend the final maturity date with respect to such Mortgage Loan, or (ii) be inconsistent with the terms of any applicable Primary Insurance Policy, FHA insurance policy, VA guaranty, hazard insurance policy or federal flood insurance policy. 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 REMIC created hereunder to fail to qualify as a REMIC or result in the imposition of any tax such under Section 860F(a) or Section 860G(d) of the Code. Without limiting the generality The Master Servicer shall be entitled to approve a request from a Mortgagor for a partial release of the foregoingrelated Mortgaged Property, the Master Servicergranting of an easement thereon in favor of another Person, in any alteration or demolition of the related Mortgaged Property or other similar matters if it has determined, exercising its own name or good faith business judgment in the name same manner as it would if it were the owner of the Depositor related Mortgage Loan, that the security for, and the Trusteetimely and full collectibility of, such Mortgage Loan would not be adversely affected thereby and that REMIC I and REMIC II would not fail to continue to qualify as REMICs under the Code as a result thereof and that no tax on "prohibited transactions" or "contributions" after the startup day would be imposed on any REMIC as a result thereof. The Master Servicer is hereby authorized and empowered by the Depositor and the Trustee, when the Master Servicer believes it appropriate in its reasonable judgment, Trust to execute and deliver, deliver or cause to be executed and delivered on behalf of the TrusteeHolders of the REMIC I Regular Interests and the Class R-1 Residual Interest, and the Depositor, the Certificateholders Trust or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release release, discharge or discharge 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, Loans and with respect to the Mortgaged Properties held for the benefit of the CertificateholdersProperties. The Master Servicer shall prepare is hereby further authorized and empowered by the Trust to execute and deliver or cause to be executed and delivered on behalf of the Holders of the REMIC I Regular Interests and the Class R-1 Residual Interest and the Trust, 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 MERS'r' 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 MERS'r' System shall be reimbursable to the Depositor and/or Master Servicer. The Trustee on behalf of the Trustee such Trust shall execute and furnish to the Master Servicer, at the Master Servicer's direction, any powers of attorney and other documents requiring execution prepared by the Master Servicer and delivery determined by either or both of them as are the Master Servicer to be necessary or appropriate to enable the Master Servicer to service carry out its supervisory, servicing and administer administrative duties under this Agreement. The Master Servicer and each Servicer shall obtain (to the Mortgage Loans extent generally commercially available) 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. In connection with the servicing and administering of each Mortgage Loan, the Master Servicer is not permitted to execute and deliver such documents pursuant to the preceding sentence. Upon receipt any affiliate of such documents, the Depositor and/or the Trustee shall execute such documents and deliver them to the Master Servicer. The Master Servicer further is authorized (i) may perform services such as appraisals, default management and empowered (in the case of affiliates only) brokerage services that are not customarily provided by the Trusteeservicers of mortgage loans, and shall be entitled to reasonable compensation therefor and (ii) may, at its own discretion and on behalf of the Certificateholders and the TrusteeTrust, in its own name or obtain credit information in the name of the Subservicer, when the Master Servicer or the Subservicer as the case may be, believes it appropriate in its best judgment to register any Mortgage Loan on the MERS® System, or cause the removal from the registration of any 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 form of a Mortgage in the name of MERS, solely as nominee for the Trustee and its successors and assigns. In accordance with the standards of the preceding paragraph, the Master 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, which advances shall be reimbursable in the first instance "credit score" from related collections from the Mortgagors pursuant to Section 3.6, and further as provided in Section 3.8. The costs incurred by the Master Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties 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 permita credit repository.

Administration and Servicing of Mortgage Loans. SECTION 3.1 Section 3.01 PNC and IndyMac to Act as Master Servicers. PNC shall act as Master Servicer to Service service and administer the PNC Mortgage Loans. For Loans and the PHH Mortgage Loans on behalf of the Certificateholders, Certificate Trustee and for the Master Servicer shall service and administer benefit of the Mortgage Loans Certificateholders in accordance with the terms of (i) hereof and in the Servicing Rights Transfer and Subservicing Agreement, pursuant to which First Tennessee Mortgage Services, Inc. engaged the Master Servicer to subservice the Mortgage Loans, (ii) this Agreement and (iii) the customary and usual standards of practice of prudent mortgage loan servicers; provided that if there is a conflict between the terms of the Servicing Agreement and the Servicing Rights Transfer and Subservicing Agreement, on the one handsame manner in which, and this Agreementwith the same care, on the skill, prudence and diligence with which, it services and administers similar mortgage loans for other handportfolios, the terms of this Agreement shall prevail. In connection with such servicing and administration, the Master Servicer shall have full power and authority, acting alone and/or through Subservicers as provided in Section 3.2 hereof, authority to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administrationadministration which it may deem necessary or desirable, including but not limited toincluding, without limitation, the power and authority, subject authority to bring actions and defend the terms hereof (i) to execute and deliver, Trust Funds on behalf of the Certificateholders and Certificate Trustee in order to enforce the Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions terms 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 Master Servicer Notes. IndyMac shall not take any action that is inconsistent with or prejudices the interests of the Trust Fund or the Certificateholders in any Mortgage Loan or the rights and interests of the Depositor, the Trustee and the Certificateholders under this Agreement. The Master Servicer shall represent and protect the interests of the Trust Fund in the same manner act as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan, and shall not make or permit any modification, waiver or amendment of any Mortgage Loan which would cause any REMIC created hereunder to fail to qualify as a REMIC or result in the imposition of any tax under Section 860F(a) or Section 860G(d) of the Code. Without limiting the generality of the foregoing, the Master Servicer, in its own name or in the name of the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, when the Master Servicer believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, 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 shall prepare and deliver to the Depositor and/or the Trustee such documents requiring execution and delivery by either or both of them as are necessary or appropriate to enable the Master Servicer to service and administer the IndyMac Mortgage Loans to the extent that the Master 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 shall execute such documents and deliver them to the Master Servicer. The Master Servicer further is authorized and empowered by the Trustee, on behalf of the Certificate Trustee and for the benefit of the Certificateholders in accordance with the terms hereof and the Trustee, in its own name or in the name of same manner in which, and with the Subservicersame care, when the Master Servicer or the Subservicer as the case may beskill, believes prudence and diligence with which, it appropriate in its best judgment services and administers similar mortgage loans for other portfolios, and shall have full power and authority to register any Mortgage Loan on the MERS® System, do or cause to be done any and all things in connection with such servicing and administration which it may deem necessary or desirable, including, without limitation, the removal from power and authority to bring actions and defend the registration of any Mortgage Loan on the MERS® System, to execute and deliver, Trust Funds on behalf of the Certificate Trustee and in order to enforce the Certificateholders terms of the Mortgage Notes. Each Master Servicer may perform its respective master servicing responsibilities through agents or independent contractors, but shall not thereby be released from any of them, any its responsibilities hereunder 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. In accordance with the standards of the preceding paragraph, the each Master Servicer shall advance diligently pursue all of its rights against such agents or independent contractors. In connection with the servicing of the Mortgage Loans, each Master Servicer and any affiliate thereof (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 in accordance with Section 3.11, and (ii) may, at its own discretion and on behalf of the Certificate Trustee, may obtain credit information in the form of a "credit score" from a credit repository. Each Master Servicer shall make reasonable efforts to collect or cause to be advanced funds as necessary collected all payments called for under the purpose terms and provisions of effecting the payment of taxes related Mortgage Loans and assessments on shall, to the Mortgaged Properties, which advances extent such procedures shall be reimbursable 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 related Mortgage Loans and held in portfolios of responsible mortgage lenders in the first instance from related collections from the Mortgagors pursuant local areas where each applicable Mortgaged Property is located. Each Master Servicer shall enforce "due-on-sale" clauses with respect to Section 3.6, and further as provided in Section 3.8. The costs incurred by the Master Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties 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 to the extent permitted by law, subject to the provisions set forth in Section 3.08. Consistent with the foregoing, each 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 related Mortgage Loan and (ii) only upon determining that the terms coverage of such Mortgage Loans so permit.any applicable insurance

Administration and Servicing of Mortgage Loans. SECTION 3.1 Section 3.01. The Company to Act as Master Servicer. The Company shall act as Master Servicer to Service Mortgage Loans. For and on behalf of the Certificateholders, the Master Servicer shall service and administer the Mortgage Loans on behalf of the Trustee and for the benefit of the Certificateholders and the Certificate Insurer in accordance with the terms of (i) the Servicing Rights Transfer and Subservicing Agreementhereof, pursuant to which First Tennessee Mortgage Services, Inc. engaged the Master Servicer to subservice the Mortgage Loans, (ii) this Agreement and (iii) the customary and usual standards of practice of consistent with prudent mortgage loan servicers; provided that if there is a conflict between servicing practices and (unless inconsistent with prudent mortgage loan servicing practices) in the terms of the Servicing Agreement and the Servicing Rights Transfer and Subservicing Agreement, on the one handsame manner in which, and this Agreementwith the same care, on the skill, prudence and diligence with which, it services and administers similar mortgage loans for other handportfolios, the terms of this Agreement shall prevail. In connection with such servicing and administration, the Master Servicer shall have full power and authority, acting alone and/or through Subservicers as provided in Section 3.2 hereof, authority to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administrationadministration which a prudent servicer of mortgage loans would do under similar circumstances, including but not limited toincluding, without limitation, the power and authority, subject authority to bring actions and defend the terms hereof (i) to execute and deliver, Trust Fund on behalf of the Certificateholders and Trustee in order to enforce the Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions terms of the Mortgage Notes 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 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 Master Servicer shall not take any action that is inconsistent with diligently pursue all of its rights against such agents or prejudices the interests of the Trust Fund or the Certificateholders in any Mortgage Loan or the rights and interests of the Depositor, the Trustee and the Certificateholders under this Agreementindependent contractors. The Master Servicer shall represent make reasonable efforts to collect or cause to be collected all payments called for under the terms and protect the interests provisions of the Trust Fund 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 accordance with prudent mortgage loan servicing practices, (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. Subject to the fourth sentence of this paragraph, the Master Servicer shall have the right, but not the obligation, to purchase any 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 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. Subject to the fourth sentence of this paragraph, the Master Servicer shall also have the right, but not the obligation, to purchase, for an amount equal to its Purchase Price, any Mortgage Loan delinquent 90 consecutive days or more, for the purpose of requiring the Person who sold such 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. Notwithstanding the immediately preceding two sentences, the Master Servicer's right to purchase any Mortgage Loan pursuant to either of such preceding sentences shall be subject to the following additional conditions: (x) if the date on which the Mortgage Loan first became 90-day delinquent (the "Initial Delinquency Date") occurred during the first two calendar months of a calendar quarter, the Master Servicer may exercise the purchase right during the period commencing on the Initial Delinquency Date and ending on the last Master Servicer Business Day of such calendar quarter, (y) if the Initial Delinquency Date occurred during the third calendar month of a calendar quarter, the Master Servicer may exercise the purchase right during the period commencing on the first day of the immediately succeeding calendar quarter and ending on the last Master Servicer Business Day of such succeeding calendar quarter and (z) if the Master Servicer does not exercise the purchase right with respect to a Mortgage Loan during the period specified in clause (x) or (y), as applicable, such Mortgage Loan shall thereafter again become eligible for purchase pursuant to the preceding two sentences only after the Mortgage Loan ceases to be 90-day delinquent and thereafter becomes 90-day delinquent again. 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 Section 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 protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a 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; provided, however, that (unless the Mortgagor is in default with respect to the Mortgage Loan or in the reasonable judgment of the Master Servicer such default is imminent) the Master Servicer shall not make or permit any modification, waiver or amendment of modification with respect to any Mortgage Loan which that would (i) change the applicable Mortgage Interest Rate, defer or forgive the payment of any principal or interest, reduce the outstanding principal balance (except for actual payments of principal) or extend the final maturity date with respect to such Mortgage Loan, or (ii) be inconsistent with the terms of any applicable Primary Insurance Policy, FHA insurance policy, VA guaranty, hazard insurance policy or federal flood insurance policy. 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 REMIC created hereunder to fail to qualify as a REMIC or result in the imposition of any tax such under Section 860F(a) or Section 860G(d) of the Code. Without limiting the generality The Master Servicer shall be entitled to approve a request from a Mortgagor for a partial release of the foregoingrelated Mortgaged Property, the Master Servicergranting of an easement thereon in favor of another Person, in any alteration or demolition of the related Mortgaged Property or other similar matters if it has determined, exercising its own name or good faith business judgment in the name same manner as it would if it were the owner of the Depositor related Mortgage Loan, that the security for, and the Trusteetimely 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 as a result thereof and that no tax on "prohibited transactions" or "contributions" after the startup day would be imposed on any REMIC as a result thereof. The Master Servicer is hereby authorized and empowered by the Depositor and the Trustee, when the Master Servicer believes it appropriate in its reasonable judgment, Trustee to execute and deliver, deliver or cause to be executed and delivered on behalf of the TrusteeHolders of the REMIC I Regular Interests and the Class R-1 Residual Interest, and the Depositor, the Certificateholders Trustee or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release release, discharge or discharge modification, assignments of Mortgages and all other comparable instruments, endorsements of Mortgage Notes in connection with respect to the Mortgage Loans, and with respect to the Mortgaged Properties held for the benefit of the Certificateholders. The Master Servicer shall prepare and deliver to the Depositor and/or the Trustee such documents requiring execution and delivery by either or both of them as are necessary or appropriate to enable the Master Servicer to service and administer the Mortgage Loans to the extent that the Master 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 shall execute such documents and deliver them to the Master Servicer. The Master Servicer further is authorized and empowered by the Trustee, on behalf of the Certificateholders and the Trustee, in its own name or in the name of the Subservicer, when the Master Servicer or the Subservicer as the case may be, believes it appropriate in its best judgment to register any Mortgage Loan on the MERS® System, or cause the removal from the registration of any 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. In accordance with the standards of the preceding paragraph, the Master 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, which advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.6, and further as provided in Section 3.8. The costs incurred by the Master Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties 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.refinancings

Administration and Servicing of Mortgage Loans. SECTION 3.1 Master Servicer to Service Mortgage LoansSection 3.01. For and on behalf of the CertificateholdersServicing. Acting directly or through one or more Subservicers as provided in Section 3.03, the Master Servicer shall service and administer the Mortgage Loans in accordance with the terms of (i) the Servicing Rights Transfer and Subservicing this Agreement, pursuant to which First Tennessee Mortgage Services, Inc. engaged the Master Servicer to subservice the Mortgage Loans, (ii) this Agreement and (iii) the customary and usual standards of practice of prudent mortgage loan servicers; provided that if there is a conflict between the terms of the Servicing Agreement respective Mortgage Loans and the Servicing Rights Transfer and Subservicing Agreement, on servicing standards set forth in the one handXxxxxx Xxx Guide, and this Agreement, on the other hand, the terms of this Agreement shall prevail. In connection with such servicing and administration, the Master Servicer shall have full power and authority, acting alone and/or through Subservicers as provided in Section 3.2 hereofalone, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration, including but administration which it may deem necessary or desirable. The Servicer shall not limited to, the power and authority, subject be required 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 institute litigation for collection of any Mortgaged Property and assumptions payment if it reasonably questions its ability to enforce the provision of the Mortgage Notes Loan under which the payment is required. It is the intent of the parties hereto that the Servicer shall have all of the servicing obligations hereunder which a lender would have under the Xxxxxx Xxx Guide (as such provisions respectively relate to first and related Mortgages (but only second lien mortgages); provided, however, that to the extent that such standards and obligations or the Xxxxxx Mae Guide are amended by Xxxxxx Xxx after the date hereof and the effect of such amendment would be to impose upon the Servicer any material additional costs or other burdens relating to such servicing, the Servicer may, at its option, in accordance with the manner provided in this Agreement)servicing standards set forth herein, (iii) determine not to collect any Insurance Proceeds and other Liquidation Proceedscomply with such amendment. Subject to Section 3.03, the Servicer may, and (iv) is hereby authorized to, perform any of its servicing responsibilities with respect to effectuate foreclosure all or other conversion certain of the ownership Mortgage Loans through a Subservicer as it may from time to time designate, but no such designation of a Subservicer shall serve to release the Mortgaged Property securing Servicer from any Mortgage Loan; provided that the Master Servicer shall not take any action that is inconsistent with or prejudices the interests of the Trust Fund or the Certificateholders in any Mortgage Loan or the rights and interests of the Depositor, the Trustee and the Certificateholders its obligations under this Agreement. The Master Servicer Such Subservicer shall represent have the rights and protect the interests powers 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 Servicer which have been delegated to such Subservicer with respect to such Mortgage Loan, and shall not make or permit any modification, waiver or amendment of any Mortgage Loan which would cause any REMIC created hereunder to fail to qualify as a REMIC or result in the imposition of any tax Loans under Section 860F(a) or Section 860G(d) of the Codethis Agreement. Without limiting the generality of the foregoing, but subject to Sections 3.11 and 3.12, the Master Servicer, Servicer in its own name or in the name of a Subservicer may be authorized and empowered pursuant to a power of attorney executed and delivered by the Depositor Trustee to execute and the Trusteedeliver, is hereby and may be authorized and empowered by the Depositor and the Trustee, when the Master Servicer believes it appropriate in its reasonable judgment, Trustee to execute and deliver, on behalf of the Trusteeitself, the Depositor, Holders and the Certificateholders Trustee or any of them, (i) any and all instruments of satisfaction or cancellation, cancellation or of partial or full release or discharge and all other comparable instruments, instruments with respect to the Mortgage Loans, Loans and with respect to the Mortgaged Properties held for the benefit Properties, (ii) to institute foreclosure proceedings or obtain a deed in lieu of the Certificateholders. The Master Servicer shall prepare and deliver foreclosure so as to the Depositor and/or the Trustee such documents requiring execution and delivery by either or both effect ownership of them as are necessary or appropriate to enable the Master Servicer to service and administer the Mortgage Loans to the extent that the Master 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 shall execute such documents and deliver them to the Master Servicer. The Master Servicer further is authorized and empowered by the Trustee, on behalf of the Certificateholders and the Trustee, in its own name or any Mortgaged Property in the name of the Subservicer, when the Master Servicer or the Subservicer as the case may be, believes it appropriate in its best judgment to register any Mortgage Loan on the MERS® System, or cause the removal from the registration of any Mortgage Loan on the MERS® System, to execute and deliver, on behalf of the Trustee, and (iii) to hold title to any Mortgaged Property upon such foreclosure or deed in lieu of foreclosure on behalf of the Trustee. Section 3.11(a) and Section 3.12(a) shall each constitute a revocable power of attorney from the Trustee to the Servicer to execute an instrument of satisfaction (or assignment of mortgage without recourse) for any Mortgage Loan held by the Trustee paid in full or foreclosed (or for which payment in full has been escrowed). Revocation of such power of attorney shall take effect upon (i) the receipt by the Servicer of written notice thereof from the Trustee or (ii) the termination of the Trust. Upon written instructions from the Servicer, the Trustee shall execute any documentation furnished to it by the Servicer for recordation by the Servicer in the appropriate jurisdictions as shall be necessary to effectuate the foregoing. Subject to Sections 3.11 and 3.12, the Certificateholders Trustee shall execute a power of attorney to the Servicer or any of them, Subservicer and furnish them with any other documents as the Servicer or such Subservicer shall reasonably request in writing to enable the Servicer and all instruments of assignment such Subservicer to carry out their respective servicing and other comparable instruments with respect administrative duties hereunder. The Servicer shall give prompt written notice 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. In accordance with of any action, of which the standards of Servicer has actual knowledge, to (i) assert a claim against the preceding paragraph, Trust or (ii) assert jurisdiction over the Master 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, which advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.6, and further as provided in Section 3.8. The costs incurred by the Master Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties 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 permitTrust.

Administration and Servicing of Mortgage Loans. SECTION 3.1 Section 3.01. The Company to Act as Master Servicer. The Company shall act as Master Servicer to Service Mortgage Loans. For and on behalf of the Certificateholders, the Master Servicer shall service and administer the Mortgage Loans on behalf of the Trustee and for the benefit of the Certificateholders and the Certificate Insurer in accordance with the terms of (i) the Servicing Rights Transfer and Subservicing Agreementhereof, pursuant to which First Tennessee Mortgage Services, Inc. engaged the Master Servicer to subservice the Mortgage Loans, (ii) this Agreement and (iii) the customary and usual standards of practice of consistent with prudent mortgage loan servicers; provided that if there is a conflict between servicing practices and (unless inconsistent with prudent mortgage loan servicing practices) in the terms of the Servicing Agreement and the Servicing Rights Transfer and Subservicing Agreement, on the one handsame manner in which, and this Agreementwith the same care, on the skill, prudence and diligence with which, it services and administers similar mortgage loans for other handportfolios, the terms of this Agreement shall prevail. In connection with such servicing and administration, the Master Servicer shall have full power and authority, acting alone and/or through Subservicers as provided in Section 3.2 hereof, authority to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administrationadministration which a prudent servicer of mortgage loans would do under similar circumstances, including but not limited toincluding, without limitation, the power and authority, subject authority to bring actions and defend the terms hereof (i) to execute and deliver, Trust Fund on behalf of the Certificateholders and Trustee in order to enforce the Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions terms of the Mortgage Notes 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 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 Master Servicer shall not take any action that is inconsistent with diligently pursue all of its rights against such agents or prejudices the interests of the Trust Fund or the Certificateholders in any Mortgage Loan or the rights and interests of the Depositor, the Trustee and the Certificateholders under this Agreementindependent contractors. The Master Servicer shall represent make reasonable efforts to collect or cause to be collected all payments called for under the terms and protect the interests provisions of the Trust Fund 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 accordance with prudent mortgage loan servicing practices, (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. Subject to the fourth sentence of this paragraph, the Master Servicer shall have the right, but not the obligation, to purchase any 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 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. Subject to the fourth sentence of this paragraph, the Master Servicer shall also have the right, but not the obligation, to purchase, for an amount equal to its Purchase Price, any Mortgage Loan delinquent 90 consecutive days or more, for the purpose of requiring the Person who sold such 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. Notwithstanding the immediately preceding two sentences, the Master Servicer's right to purchase any Mortgage Loan pursuant to either of such preceding sentences shall be subject to the following additional conditions: (x) if the date on which the Mortgage Loan first became 90-day delinquent (the "Initial Delinquency Date") occurred during the first two calendar months of a calendar quarter, the Master Servicer may exercise the purchase right during the period commencing on the Initial Delinquency Date and ending on the last Master Servicer Business Day of such calendar quarter, (y) if the Initial Delinquency Date occurred during the third calendar month of a calendar quarter, the Master Servicer may exercise the purchase right during the period commencing on the first day of the immediately succeeding calendar quarter and ending on the last Master Servicer Business Day of such succeeding calendar quarter and (z) if the Master Servicer does not exercise the purchase right with respect to a Mortgage Loan during the period specified in clause (x) or (y), as applicable, such Mortgage Loan shall thereafter again become eligible for purchase pursuant to the preceding two sentences only after the Mortgage Loan ceases to be 90-day delinquent and thereafter becomes 90-day delinquent again. For purposes of this paragraph, a Mortgage Loan is considered delinquent for 81 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 Section 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 protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a 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; provided, however, that (unless the Mortgagor is in default with respect to the Mortgage Loan or in the reasonable judgment of the Master Servicer such default is imminent) the Master Servicer shall not make or permit any modification, waiver or amendment of modification with respect to any Mortgage Loan which that would (i) change the applicable Mortgage Interest Rate, defer or forgive the payment of any principal or interest, reduce the outstanding principal balance (except for actual payments of principal) or extend the final maturity date with respect to such Mortgage Loan, or (ii) be inconsistent with the terms of any applicable Primary Insurance Policy, FHA insurance policy, VA guaranty, hazard insurance policy or federal flood insurance policy. 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 REMIC created hereunder to fail to qualify as a REMIC or result in the imposition of any tax such under Section 860F(a) or Section 860G(d) of the Code. Without limiting the generality The Master Servicer shall be entitled to approve a request from a Mortgagor for a partial release of the foregoingrelated Mortgaged Property, the Master Servicergranting of an easement thereon in favor of another Person, in any alteration or demolition of the related Mortgaged Property or other similar matters if it has determined, exercising its own name or good faith business judgment in the name same manner as it would if it were the owner of the Depositor related Mortgage Loan, that the security for, and the Trusteetimely 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 as a result thereof and that no tax on "prohibited transactions" or "contributions" after the startup day would be imposed on any REMIC as a result thereof. The Master Servicer is hereby authorized and empowered by the Depositor and the Trustee, when the Master Servicer believes it appropriate in its reasonable judgment, Trustee to execute and deliver, deliver or cause to be executed and delivered on behalf of the TrusteeHolders of the REMIC I Regular Interests and the Class R-1 Certificateholders, and the Depositor, the Certificateholders Trustee or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release release, discharge or discharge 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, Loans and with respect to the Mortgaged Properties held for the benefit of the CertificateholdersProperties. The Master Servicer shall prepare 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 MERS'r' 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 MERS'r' System shall be reimbursable to the Depositor and/or Master Servicer. The Trustee shall execute and furnish to the Trustee such Master Servicer, at the Master Servicer's direction, any powers of attorney and other documents requiring execution prepared by the Master Servicer and delivery determined by either or both of them as are the Master Servicer to be necessary or appropriate to enable the Master Servicer to service carry out its supervisory, servicing and administer administrative duties under this Agreement. The Master Servicer and each Servicer shall obtain (to the Mortgage Loans extent generally commercially available) 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. In connection with the servicing and administering of each Mortgage Loan, the Master Servicer is not permitted to execute and deliver such documents pursuant to the preceding sentence. Upon receipt any affiliate of such documents, the Depositor and/or the Trustee shall execute such documents and deliver them to the Master Servicer. The Master Servicer further is authorized (i) may perform services such as appraisals, default management and empowered (in the case of affiliates only) brokerage services that are not customarily provided by the Trusteeservicers of mortgage loans, and shall be entitled to reasonable compensation therefor and (ii) may, at its own discretion and on behalf of the Certificateholders and the Trustee, in its own name or obtain credit information in the name of the Subservicer, when the Master Servicer or the Subservicer as the case may be, believes it appropriate in its best judgment to register any Mortgage Loan on the MERS® System, or cause the removal from the registration of any 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 form of a Mortgage in the name of MERS, solely as nominee for the Trustee and its successors and assigns. In accordance with the standards of the preceding paragraph, the Master 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, which advances shall be reimbursable in the first instance "credit score" from related collections from the Mortgagors pursuant to Section 3.6, and further as provided in Section 3.8. The costs incurred by the Master Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties 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 permita credit repository.

Administration and Servicing of Mortgage Loans. SECTION 3.1 Section 3.01. The Company to Act as Master Servicer. The Company shall act as Master Servicer to Service Mortgage Loans. For and on behalf of the Certificateholders, the Master Servicer shall service and administer the Mortgage Loans on behalf of the Trust and for the benefit of the Certificateholders in accordance with the terms of (i) the Servicing Rights Transfer and Subservicing Agreementhereof, pursuant to which First Tennessee Mortgage Services, Inc. engaged the Master Servicer to subservice the Mortgage Loans, (ii) this Agreement and (iii) the customary and usual standards of practice of consistent with prudent mortgage loan servicers; provided that if there is a conflict between servicing practices and (unless inconsistent with prudent mortgage loan servicing practices) in the terms of the Servicing Agreement and the Servicing Rights Transfer and Subservicing Agreement, on the one handsame manner in which, and this Agreementwith the same care, on the skill, prudence and diligence with which, it services and administers similar mortgage loans for other handportfolios, the terms of this Agreement shall prevail. In connection with such servicing and administration, the Master Servicer shall have full power and authority, acting alone and/or through Subservicers as provided in Section 3.2 hereof, authority to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administrationadministration which a prudent servicer of mortgage loans would do under similar circumstances, including but not limited toincluding, without limitation, the power and authority, subject authority to bring actions and defend the terms hereof (i) to execute and deliver, Mortgage Pool Assets on behalf of the Certificateholders and Trust in order to enforce the Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions terms of the Mortgage Notes 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 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 Master Servicer shall not take any action that is inconsistent with diligently pursue all of its rights against such agents or prejudices the interests of the Trust Fund or the Certificateholders in any Mortgage Loan or the rights and interests of the Depositor, the Trustee and the Certificateholders under this Agreementindependent contractors. The Master Servicer shall represent make reasonable efforts to collect or cause to be collected all payments called for under the terms and protect the interests provisions of the Trust Fund 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 accordance with prudent mortgage loan servicing practices, (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. Subject to the fourth sentence of this paragraph, the Master Servicer shall have the right, but not the obligation, to purchase any 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 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. Subject to the fourth sentence of this paragraph, the Master Servicer shall also have the right, but not the obligation, to purchase, for an amount equal to its Purchase Price, any Mortgage Loan delinquent 90 consecutive days or more, for the purpose of requiring the Person who sold such 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. Notwithstanding the immediately preceding two sentences, the Master Servicer's right to purchase any Mortgage Loan pursuant to either of such preceding sentences shall be subject to the following additional conditions: (x) if the date on which the Mortgage Loan first became 90-day delinquent (the "Initial Delinquency Date") occurred during the first two calendar months of a calendar quarter, the Master Servicer may exercise the purchase right during the period commencing on the Initial Delinquency Date and ending on the last Master Servicer Business Day of such calendar quarter, (y) if the Initial Delinquency Date occurred during the third calendar month of a calendar quarter, the Master Servicer may exercise the purchase right during the period commencing on the first day of the immediately succeeding calendar quarter and ending on the last Master Servicer Business Day of such succeeding calendar quarter and (z) if the Master Servicer does not exercise the purchase right with respect to a Mortgage Loan during the period specified in clause (x) or (y), as applicable, such Mortgage Loan shall thereafter again become eligible for purchase pursuant to the preceding two sentences only after the Mortgage Loan ceases to be 90-day delinquent and thereafter becomes 90-day delinquent again. For purposes of this paragraph, a Mortgage Loan is considered delinquent for Consistent with the terms of this Section 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 protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a 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; provided, however, that (unless the Mortgagor is in default with respect to the Mortgage Loan or in the reasonable judgment of the Master Servicer such default is imminent) the Master Servicer shall not make or permit any modification, waiver or amendment of modification with respect to any Mortgage Loan which that would (i) change the applicable Mortgage Interest Rate, defer or forgive the payment of any principal or interest, reduce the outstanding principal balance (except for actual payments of principal) or extend the final maturity date with respect to such Mortgage Loan, or (ii) be inconsistent with the terms of any applicable Primary Insurance Policy, FHA insurance policy, VA guaranty, hazard insurance policy or federal flood insurance policy. 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 REMIC created hereunder to fail to qualify as a REMIC or result in the imposition of any tax such under Section 860F(a) or Section 860G(d) of the Code. Without limiting the generality The Master Servicer shall be entitled to approve a request from a Mortgagor for a partial release of the foregoingrelated Mortgaged Property, the Master Servicergranting of an easement thereon in favor of another Person, in any alteration or demolition of the related Mortgaged Property or other similar matters if it has determined, exercising its own name or good faith business judgment in the name same manner as it would if it were the owner of the Depositor related Mortgage Loan, that the security for, and the Trusteetimely and full collectability of, such Mortgage Loan would not be adversely affected thereby and that REMIC I and REMIC II would not fail to continue to qualify as REMICs under the Code as a result thereof and that no tax on "prohibited transactions" or "contributions" after the startup day would be imposed on any REMIC as a result thereof. The Master Servicer is hereby authorized and empowered by the Depositor and the Trustee, when the Master Servicer believes it appropriate in its reasonable judgment, Trustee to execute and deliver, deliver or cause to be executed and delivered on behalf of the TrusteeHolders of the REMIC I Regular Interests and the Class R-1 Residual Interest, and the Depositor, the Certificateholders Trust or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release release, discharge or discharge 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, Loans and with respect to the Mortgaged Properties held for the benefit of the CertificateholdersProperties. The Master Servicer shall prepare 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 and the Class R-1 Residual Interest and the Trust, 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 MERS(R) 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 MERS(R) System shall be reimbursable to the Depositor and/or Master Servicer. The Trustee shall execute and furnish to the Trustee such Master Servicer, at the Master Servicer's direction, any powers of attorney and other documents requiring execution prepared by the Master Servicer and delivery determined by either or both of them as are the Master Servicer to be necessary or appropriate to enable the Master Servicer to service carry out its supervisory, servicing and administer administrative duties under this Agreement. The Master Servicer and each Servicer shall obtain (to the Mortgage Loans extent generally commercially available) 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. In connection with the servicing and administering of each Mortgage Loan, the Master Servicer is not permitted to execute and deliver such documents pursuant to the preceding sentence. Upon receipt any affiliate of such documents, the Depositor and/or the Trustee shall execute such documents and deliver them to the Master Servicer. The Master Servicer further is authorized (i) may perform services such as appraisals, default management and empowered (in the case of affiliates only) brokerage services that are not customarily provided by the Trusteeservicers of mortgage loans, and shall be entitled to reasonable compensation therefor and (ii) may, at its own discretion and on behalf of the Certificateholders and the Trustee, in its own name or obtain credit information in the name of the Subservicer, when the Master Servicer or the Subservicer as the case may be, believes it appropriate in its best judgment to register any Mortgage Loan on the MERS® System, or cause the removal from the registration of any 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 form of a Mortgage in the name of MERS, solely as nominee for the Trustee and its successors and assigns. In accordance with the standards of the preceding paragraph, the Master 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, which advances shall be reimbursable in the first instance "credit score" from related collections from the Mortgagors pursuant to Section 3.6, and further as provided in Section 3.8. The costs incurred by the Master Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties 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 permita credit repository.