Common use of ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS Clause in Contracts

ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS. Section 3.01 The Master Servicer to act as Master Servicer. The Master Servicer shall service and administer the Mortgage Loans in accordance with customary and usual standards of practice of prudent mortgage loan servicers in the respective states in which the related Mortgaged 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 as provided in Section 3.03, 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 related Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided herein), (iii) to collect any Insurance Proceeds and other Liquidation Proceeds or Subsequent Recoveries, and (iv) subject to Section 3.09, to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that the Master Servicer shall take 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 or the Trustee under this Agreement. Without limiting the generality of the foregoing, the Master Servicer, in its own name or in the name of the Trust, the Depositor or the Trustee, is hereby authorized and empowered by the Trust, 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 any or all of them as are necessary or appropriate to enable the Master Servicer to service and administer the Mortgage Loans. Upon receipt of such documents, the Depositor and/or the Trustee shall execute such documents and deliver them to the Master Servicer. In accordance with the standards of the first 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 4.03, and further as provided in Section 4.02. 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 Balance under the Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit.

ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS. Section 3.01 SECTION 3.1. Master Servicer to Act as Master Servicer of the Group 1 Mortgage Loan; Group 1 Special Servicer to Act as Special Servicer of the Group 1 Mortgage Loan; Administration of the Group 1 Mortgage Loan. (a) The Master Servicer and the Group 1 Special Servicer, each as an independent contractor, shall service and administer the Group 1 Mortgage Loan (or, in the case of the Group 1 Special Servicer, the Group 1 Mortgage Loan if it becomes a Specially Serviced Mortgage Loan and the Group 1 Mortgage Loan if it becomes an REO Mortgage Loan) on behalf of, and solely in the best interests of, the Trust Fund and all of the Certificateholders and the Trustee (as trustee for the Certificateholders) and, to act as Master Servicerthe extent provided in the Xxxxxx Servicing Agreement, the holder of the Xxxxxx Class B Note in accordance with the terms of this Agreement and the Xxxxxx Servicing Agreement. The Master Servicer shall service be obligated and administer liable to the Trustee and Certificateholders for the servicing and administering of the Group 1 Mortgage Loans Loan (for so long as it is not a Specially Serviced Mortgage Loan) in accordance with customary and usual standards the provisions of practice of prudent mortgage loan servicers in the respective states in which the related Mortgaged Properties are located. In connection with such servicing and administration, Xxxxxx Servicing Agreement as if the Master Servicer shall have full power and authority, acting alone and/or through subservicers as provided in Section 3.03, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such were servicing and administrationadministering the Group 1 Mortgage Loan under the Xxxxxx Servicing Agreement alone. The Master Servicer shall be responsible for monitoring and enforcing the Xxxxxx Servicer's duties and obligations under the Xxxxxx Servicing Agreement, including but not limited to, the power and authority, subject pursuant 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, Xxxxxx Servicing Agreement (ii) to consent to transfers of any related Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided hereinincluding Section 9.11 thereof), (iii) to collect any Insurance Proceeds and other Liquidation Proceeds or Subsequent Recoveries, and (iv) subject to Section 3.09, to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that the Master Servicer shall take 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 or the Trustee under this Agreement. Without limiting the generality of the foregoing, the Master Servicer, without limitation, (i) shall provide the Xxxxxx Servicer with directions, consents and instructions in its own name or in accordance with the name of Xxxxxx Servicing Agreement as and to the Trust, the Depositor or the Trustee, is hereby authorized and empowered by the Trust, the Depositor and the Trustee, when same extent as if the Master Servicer believes it appropriate were the Xxxxxx Class A Noteholder thereunder, (ii) shall give such notices and take such actions upon a Xxxxxx Event of Default in its reasonable judgment, to execute accordance with the Xxxxxx Servicing Agreement 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 any or all of them same extent as are necessary or appropriate to enable if the Master Servicer to service and administer were the Xxxxxx Class A Noteholder thereunder, (iii) shall make Property Advances in respect of the Group 1 Mortgage Loans. Upon receipt of such documents, the Depositor and/or the Trustee shall execute such documents and deliver them Loan to the Master Servicer. In accordance with the standards of the first 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 4.03, and further as provided in Section 4.02. All costs incurred extent required by the Master Xxxxxx Servicing Agreement and not made by the Xxxxxx 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 subject to the Certificateholders, be added to the Stated Principal Balance under the Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit.limitations set forth in

ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS. Section 3.01 The Master SECTION 3.01. Servicer to act Act as Master Servicer. The Master Prior to the related Servicing Transfer Date, the Mortgage Loans will be serviced and administered by the related Originator in accordance with the terms and provisions of the related Mortgage Loan Purchase Agreement and the related Assignment and Assumption Agreement. In addition, in connection with the Distribution Dates prior to (if any) and immediately following the Servicing Transfer Date, the related Originator will prepare or cause to be prepared all reports required to be prepared with respect to the related Mortgage Loans in accordance with the terms and provisions of the related Mortgage Loan Purchase Agreement. Further, the related Originator will make or cause to be made all related remittances prior to the Servicing Transfer Date and will “settle up with” the Servicer with respect to the remittance immediately following the Servicing Transfer Date. On or after the related Servicing Transfer Date, the Servicer shall (i) notify the Trustee and Securities Administrator that the transfer of servicing has taken place and (ii) service and administer the Mortgage Loans Loans, as a servicer, on behalf of the Trust Fund and in the best interests of and for the benefit of the Certificateholders (as determined by the Servicer in accordance with customary Accepted Servicing Practices) in accordance with the terms of this Agreement, the Mortgage Loans and usual Accepted Servicing Practices but without regard to: (i) any relationship that the Servicer, any related Sub-Servicer or any Affiliate of the Servicer or any related Sub-Servicer may have with the related Mortgagor; (ii) the ownership or non-ownership of any Certificate by the Servicer or any Affiliate of the Servicer; (iii) the Servicer’s obligation to make P&I Advances or Servicing Advances; or (iv) the Servicer’s or any related Sub-Servicer’s right to receive compensation for its services hereunder or with respect to any particular transaction. In addition, the Servicer shall service the loans in accordance with the applicable requirements of the Servicing Criteria. Notwithstanding anything to the contrary contained in this Agreement, the Servicer shall have no obligations with respect to any Mortgage Loans subject to this Agreement until from and after the Servicing Transfer Date. To the extent consistent with the foregoing, the Servicer shall seek to maximize the timely and complete recovery of principal and interest on the Mortgage Notes. Subject only to the above-described servicing standards and the terms of practice this Agreement and of prudent mortgage loan servicers in the respective states in which the related Mortgaged Properties are located. In connection with such servicing and administrationMortgage Loans, the Master Servicer shall have full power and authority, acting alone and/or or through subservicers a Sub-Servicer or Sub-Servicers, as the case may be, as provided in Section 3.033.02, 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 toadministration which it may deem necessary or desirable. Without limiting the generality of the foregoing, the power Servicer in the name of the Trust is hereby authorized and authorityempowered when the Servicer believes it appropriate in its best judgment in accordance with the servicing standards set forth above, 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 related Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided herein), (iii) to collect any Insurance Proceeds and other Liquidation Proceeds or Subsequent Recoveries, and (iv) subject to Section 3.09, to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that the Master Servicer shall take 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 or the Trustee under this Agreement. Without limiting the generality of the foregoing, the Master Servicer, in its own name or in the name of the Trust, the Depositor or the Trustee, is hereby authorized and empowered by the Trust, 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 themFund, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge discharge, and all other comparable instruments, with respect to the Mortgage LoansLoans and the Mortgaged Properties and to institute foreclosure proceedings or obtain a deed-in-lieu of foreclosure so as to convert the ownership of such properties, and to hold or cause to be held title to such properties, on behalf of the Trust Fund and Certificateholders. Subject to Section 6.03, the Servicer shall represent and protect the interests of the Trust Fund in the same manner as it protect its own interests in mortgage loans in its own portfolio with respect to any claim, proceeding or litigation regarding the Mortgaged Properties held for the benefit of the CertificateholdersMortgage Loans. The Master Servicer shall prepare service and deliver administer the Mortgage Loans in accordance with applicable law and shall provide to the Depositor and/or Mortgagors any reports required to be provided to them thereby. The Servicer shall also comply in the performance of this Agreement with all reasonable rules and requirements of each insurer under any standard hazard insurance policy. Promptly upon request, but subject to Section 3.17, the Trustee shall execute and furnish to the Servicer and any Sub-Servicer such documents requiring execution and delivery by any or all of them as are necessary or appropriate to enable the Master Servicer or any Sub-Servicer to service carry out their servicing and administer administrative duties hereunder, and the Mortgage LoansTrustee hereby grants to the Servicer and each Sub-Servicer a special or limited power of attorney to carry out such duties including a power of attorney for each county in which a related Mortgaged Property is located to enable the Servicer to take title and dispose of the related Mortgaged Properties after foreclosure on behalf of the Trustee and the Certificateholders. Upon receipt of such documents, the Depositor and/or the The Trustee shall execute such documents and deliver them a separate power of attorney in favor of the Servicer to the Master Servicerextent furnished to the Trustee by the Servicer and/or each Sub-Servicer for the purposes described herein to the extent necessary or desirable to enable the Servicer to perform its duties hereunder. In The Trustee shall not be liable for the actions of the Servicer or any Sub-Servicer under such powers of attorney. Subject to Section 3.09 hereof, in accordance with the standards of the first paragraph of this Section 3.01preceding paragraph, the Master Servicer shall advance or cause to be advanced funds as necessary for the purpose of effecting the timely payment of taxes and assessments on the Mortgaged Properties, which advances shall be Servicing Advances reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 4.033.09, and further as provided in Section 4.023.11. All costs Any cost incurred by the Master Servicer, if any, Servicer or by a Sub-Servicer in effecting the timely payments payment of taxes and assessments on the a Mortgaged Properties and related insurance premiums Property shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balance under unpaid principal balance of the related Mortgage LoansLoan, notwithstanding that the terms of such Mortgage Loans Loan so permit. Notwithstanding anything in this Agreement to the contrary, the Servicer may not make any future advances with respect to a related Mortgage Loan (except as provided in Section 4.03) nor shall the Servicer (i) except as provided in Section 3.07, when the related Mortgagor is in default with respect to such Mortgage Loan or such default is, in the judgment of the Servicer, reasonably foreseeable, permit any modification with respect to any related Mortgage Loan that would change the related Mortgage Rate, reduce or increase the principal balance (except for reductions resulting from actual payments of principal) or change the final maturity date on such Mortgage Loan (except for a reduction of interest or principal payments resulting from the application of the Relief Act) or (ii) permit any modification, waiver or amendment of any term of any related Mortgage Loan that would both (A) effect an exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or final, temporary or proposed Treasury regulations promulgated thereunder) and (B) cause any REMIC to fail to qualify as a REMIC under the Code or the imposition of any tax on “prohibited transactions” or “contributions after the startup date” under the REMIC Provisions. The Servicer, in its sole discretion, may, with respect to any second lien Mortgage Loan which is greater than 180 days Delinquent and for which the related First Lien is not a Mortgage Loan, charge off such second lien Mortgage Loan if it has made a Final Recovery Determination with respect thereto (each such Mortgage Loan, a “Charged-off Mortgage Loan”). The Servicer shall maintain records, prepared by a Servicing Officer, of each Final Recovery Determination. Any such Charged-off Mortgage Loan shall be treated as a Liquidated Mortgage Loan. The Servicer shall have no obligation to make any P&I Advances or Servicing Advances with respect to any Charged-off Mortgage Loan and shall not be entitled to the Servicing Fee with respect to such Charged-off Mortgage Loan for the period following the date on which such second lien Mortgage Loan was charged off. Any Liquidation Proceeds received in connection with any recoveries received with respect to such Charged-off Mortgage Loan shall be deposited in the Collection Account pursuant to Section 3.10. In the event that the Mortgage Loan Documents relating to any Mortgage Loan contain provisions requiring the related Mortgagor to submit to binding arbitration any disputes arising in connection with such Mortgage Loan, the Servicer shall be entitled to waive any such provisions on behalf of the Trust and to send written notice of such waiver to the related Mortgagor, although the Mortgagor may still require arbitration of such disputes at its option. The Servicer may delegate its responsibilities under this Agreement; provided, however, that no such delegation shall release the Servicer from the responsibilities or liabilities arising under this Agreement.

ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS. Section 3.01 The Master SECTION 3.01. Servicer to act Act as Master Servicer. The Master Prior to the Servicing Transfer Date, the ResMAE Mortgage Loans will be serviced and administered by ResMAE in accordance with the terms and provisions of the ResMAE Mortgage Loan Purchase Agreement and the ResMAE Assignment and Assumption Agreement. In addition, in connection with the Distribution Dates prior to and immediately following the Servicing Transfer Date, ResMAE will prepare all reports required to be prepared with respect to the ResMAE Mortgage Loans listed on Exhibit 4 attached hereto in accordance with the terms and provisions of the Mortgage Loan Purchase Agreement. Further, ResMAE will make all related remittances prior to the Servicing Transfer Date and will “settle up with” the Servicer with respect to the remittance immediately following the Servicing Transfer Date. On or after the Servicing Transfer Date, the Servicer shall (i) notify the Trustee and Securities Administrator that the transfer of servicing has taken place and (ii) service and administer the Mortgage Loans Loans, as independent contract servicer, on behalf of the Trust Fund and in the best interests of and for the benefit of the Certificateholders (as determined by the Servicer in accordance with customary Accepted Servicing Practices) in accordance with the terms of this Agreement, the Mortgage Loans and usual Accepted Servicing Practices but without regard to: (i) any relationship that the Servicer, any related Sub-Servicer or any Affiliate of the Servicer or any related Sub-Servicer may have with the related Mortgagor; (ii) the ownership or non-ownership of any Certificate by the Servicer or any Affiliate of the Servicer; (iii) the Servicer’s obligation to make P&I Advances or Servicing Advances; or (iv) the Servicer’s or any related Sub-Servicer’s right to receive compensation for its services hereunder or with respect to any particular transaction. In addition, the Servicer shall service the loans in accordance with the applicable requirements of the Servicing Criteria. Notwithstanding anything to the contrary contained in this Agreement, the Servicer shall have no obligations with respect to any Mortgage Loans subject to this Agreement until from and after the Servicing Transfer Date. To the extent consistent with the foregoing, the Servicer shall seek to maximize the timely and complete recovery of principal and interest on the Mortgage Notes. Subject only to the above-described servicing standards and the terms of practice this Agreement and of prudent mortgage loan servicers in the respective states in which the related Mortgaged Properties are located. In connection with such servicing and administrationMortgage Loans, the Master Servicer shall have full power and authority, acting alone and/or or through subservicers a Sub-Servicer or Sub-Servicers, as the case may be, as provided in Section 3.033.02, 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 toadministration which it may deem necessary or desirable. Without limiting the generality of the foregoing, the power Servicer in the name of the Trust is hereby authorized and authorityempowered when the Servicer believes it appropriate in its best judgment in accordance with the servicing standards set forth above, 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 related Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided herein), (iii) to collect any Insurance Proceeds and other Liquidation Proceeds or Subsequent Recoveries, and (iv) subject to Section 3.09, to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that the Master Servicer shall take 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 or the Trustee under this Agreement. Without limiting the generality of the foregoing, the Master Servicer, in its own name or in the name of the Trust, the Depositor or the Trustee, is hereby authorized and empowered by the Trust, 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 themFund, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge discharge, and all other comparable instruments, with respect to the Mortgage LoansLoans and the Mortgaged Properties and to institute foreclosure proceedings or obtain a deed-in-lieu of foreclosure so as to convert the ownership of such properties, and to hold or cause to be held title to such properties, on behalf of the Trust Fund and Certificateholders. Subject to Section 6.03, the Servicer shall represent and protect the interests of the Trust Fund in the same manner as it protect its own interests in mortgage loans in its own portfolio with respect to any claim, proceeding or litigation regarding the Mortgaged Properties held for the benefit of the CertificateholdersMortgage Loans. The Master Servicer shall prepare service and deliver administer the Mortgage Loans in accordance with applicable law and shall provide to the Depositor and/or Mortgagors any reports required to be provided to them thereby. The Servicer shall also comply in the performance of this Agreement with all reasonable rules and requirements of each insurer under any standard hazard insurance policy. Promptly upon request, but subject to Section 3.17, the Trustee shall execute and furnish to the Servicer and any Sub-Servicer such documents requiring execution and delivery by any or all of them as are necessary or appropriate to enable the Master Servicer or any Sub-Servicer to service carry out their servicing and administer administrative duties hereunder, and the Mortgage LoansTrustee hereby grants to the Servicer and each Sub-Servicer a special or limited power of attorney to carry out such duties including a power of attorney for each county in which a related Mortgaged Property is located to enable the Servicer to take title and dispose of the related Mortgaged Properties after foreclosure on behalf of the Trustee and the Certificateholders. Upon receipt of such documents, the Depositor and/or the The Trustee shall execute such documents and deliver them a separate power of attorney in favor of the Servicer to the Master Servicerextent furnished to the Trustee by the Servicer and/or each Sub-Servicer for the purposes described herein to the extent necessary or desirable to enable the Servicer to perform its duties hereunder. In The Trustee shall not be liable for the actions of the Servicer or any Sub-Servicer under such powers of attorney. Subject to Section 3.09 hereof, in accordance with the standards of the first paragraph of this Section 3.01preceding paragraph, the Master Servicer shall advance or cause to be advanced funds as necessary for the purpose of effecting the timely payment of taxes and assessments on the Mortgaged Properties, which advances shall be Servicing Advances reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 4.033.09, and further as provided in Section 4.023.11. All costs Any cost incurred by the Master Servicer, if any, Servicer or by a Sub-Servicer in effecting the timely payments payment of taxes and assessments on the a Mortgaged Properties and related insurance premiums Property shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balance under unpaid principal balance of the related Mortgage LoansLoan, notwithstanding that the terms of such Mortgage Loans Loan so permit. Notwithstanding anything in this Agreement to the contrary, the Servicer may not make any future advances with respect to a related Mortgage Loan (except as provided in Section 4.03) nor shall the Servicer (i) except as provided in Section 3.07, when the related Mortgagor is in default with respect to such Mortgage Loan or such default is, in the judgment of the Servicer, reasonably foreseeable, permit any modification with respect to any related Mortgage Loan that would change the related Mortgage Rate, reduce or increase the principal balance (except for reductions resulting from actual payments of principal) or change the final maturity date on such Mortgage Loan (except for a reduction of interest or principal payments resulting from the application of the Relief Act) or (ii) permit any modification, waiver or amendment of any term of any related Mortgage Loan that would both (A) effect an exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or final, temporary or proposed Treasury regulations promulgated thereunder) and (B) cause any REMIC to fail to qualify as a REMIC under the Code or the imposition of any tax on “prohibited transactions” or “contributions after the startup date” under the REMIC Provisions. The Servicer, in its sole discretion, may, with respect to any second lien Mortgage Loan which is greater than 180 days Delinquent and for which the related First Lien is not a Mortgage Loan, charge off such second lien Mortgage Loan if it has made a Final Recovery Determination with respect thereto (each such Mortgage Loan, a “Charged-off Mortgage Loan”). Any such Charged-off Mortgage Loan shall be treated as a liquidated Mortgage Loan. The Servicer shall have no obligation to make any P&I Advances or Servicing Advances with respect to any Charged-off Mortgage Loan and shall not be entitled to the Servicing Fee with respect to such Charged-off Mortgage Loan for the period following the date on which such second lien Mortgage Loan was charged off. Any Liquidation Proceeds received in connection with any recoveries received with respect to such Charged-off Mortgage Loan shall be deposited in the Collection Account pursuant to Section 3.10. In the event that the Mortgage Loan Documents relating to any Mortgage Loan contain provisions requiring the related Mortgagor to submit to binding arbitration any disputes arising in connection with such Mortgage Loan, the Servicer shall be entitled to waive any such provisions on behalf of the Trust and to send written notice of such waiver to the related Mortgagor, although the Mortgagor may still require arbitration of such disputes at its option. The Servicer may delegate its responsibilities under this Agreement; provided, however, that no such delegation shall release the Servicer from the responsibilities or liabilities arising under this Agreement.

ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS. Section 3.01 The Master Servicer to act Act as Master Servicer. The Master Prior to the Servicing Transfer Date, the Mortgage Loans will be serviced and administered by Fremont in accordance with the terms and provisions of the Mortgage Loan Purchase Agreement. In addition, in connection with the November and December 2005 Distribution Dates, Fremont will make all remittances and prepare all reports required to be prepared with respect to the Mortgage Loans listed on Schedule 8 attached hereto in accordance with the terms and provisions of the Mortgage Loan Purchase Agreement. On or after the Servicing Transfer Date, the Servicer shall service and administer the Mortgage Loans Loans, as independent contract servicer, on behalf of the Trust Fund and in the best interests of and for the benefit of the Certificateholders (as determined by the Servicer in accordance with customary Accepted Servicing Practices) in accordance with the terms of this Agreement, the Mortgage Loans and usual Accepted Servicing Practices but without regard to: (i) any relationship that the Servicer, any related Sub-Servicer or any Affiliate of the Servicer or any related Sub-Servicer may have with the related Mortgagor; (ii) the ownership or non-ownership of any Certificate by the Servicer or any Affiliate of the Servicer; (iii) the Servicer’s obligation to make P&I Advances or Servicing Advances; or (iv) the Servicer’s or any related Sub-Servicer’s right to receive compensation for its services hereunder or with respect to any particular transaction. Notwithstanding anything to the contrary contained in this Agreement, the Servicer shall have no obligations with respect to any Mortgage Loans subject to this Agreement until from and after the Servicing Transfer Date. To the extent consistent with the foregoing, the Servicer shall seek to maximize the timely and complete recovery of principal and interest on the Mortgage Notes. Subject only to the above-described servicing standards and the terms of practice this Agreement and of prudent mortgage loan servicers in the respective states in which the related Mortgaged Properties are located. In connection with such servicing and administrationMortgage Loans, the Master Servicer shall have full power and authority, acting alone and/or or through subservicers a Sub-Servicer or Sub-Servicers, as the case may be, as provided in Section 3.033.02, 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 toadministration which it may deem necessary or desirable. Without limiting the generality of the foregoing, the power Servicer in the name of the Trust is hereby authorized and authorityempowered when the Servicer believes it appropriate in its best judgment in accordance with the servicing standards set forth above, 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 related Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided herein), (iii) to collect any Insurance Proceeds and other Liquidation Proceeds or Subsequent Recoveries, and (iv) subject to Section 3.09, to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that the Master Servicer shall take 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 or the Trustee under this Agreement. Without limiting the generality of the foregoing, the Master Servicer, in its own name or in the name of the Trust, the Depositor or the Trustee, is hereby authorized and empowered by the Trust, 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 themFund, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge discharge, and all other comparable instruments, with respect to the Mortgage LoansLoans and the Mortgaged Properties and to institute foreclosure proceedings or obtain a deed-in-lieu of foreclosure so as to convert the ownership of such properties, and to hold or cause to be held title to such properties, on behalf of the Trust Fund and Certificateholders. Subject to Section 6.03, the Servicer shall represent and protect the interests of the Trust Fund in the same manner as it protect its own interests in mortgage loans in its own portfolio with respect to any claim, proceeding or litigation regarding the Mortgaged Properties held for the benefit of the CertificateholdersMortgage Loans. The Master Servicer shall prepare service and deliver administer the Mortgage Loans in accordance with applicable law and shall provide to the Depositor and/or Mortgagors any reports required to be provided to them thereby. The Servicer shall also comply in the performance of this Agreement with all reasonable rules and requirements of each insurer under any standard hazard insurance policy. Promptly upon request, but subject to Section 3.17, the Trustee shall execute and furnish to the Servicer and any Sub-Servicer such documents requiring execution and delivery by any or all of them as are necessary or appropriate to enable the Master Servicer or any Sub-Servicer to service carry out their servicing and administer administrative duties hereunder, and the Mortgage LoansTrustee hereby grants to the Servicer and each Sub-Servicer a special or limited power of attorney to carry out such duties including a power of attorney in the form of Exhibit K attached hereto for each county in which a related Mortgaged Property is located to enable the Servicer to take title and dispose of the related Mortgaged Properties after foreclosure on behalf of the Trustee and the Certificateholders. Upon receipt of such documents, the Depositor and/or the The Trustee shall execute such documents and deliver them a separate power of attorney in the form of Exhibit K attached hereto in favor of the Servicer to the Master Servicerextent furnished to the Trustee by the Servicer and/or each Sub-Servicer for the purposes described herein to the extent necessary or desirable to enable the Servicer to perform its duties hereunder. In The Trustee shall not be liable for the actions of the Servicer or any Sub-Servicer under such powers of attorney. Subject to Section 3.09 hereof, in accordance with the standards of the first paragraph of this Section 3.01preceding paragraph, the Master Servicer shall advance or cause to be advanced funds as necessary for the purpose of effecting the timely payment of taxes and assessments on the Mortgaged Properties, which advances shall be Servicing Advances reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 4.033.09, and further as provided in Section 4.023.11. All costs Any cost incurred by the Master Servicer, if any, Servicer or by a Sub-Servicer in effecting the timely payments payment of taxes and assessments on the a Mortgaged Properties and related insurance premiums Property shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balance under unpaid principal balance of the related Mortgage LoansLoan, notwithstanding that the terms of such Mortgage Loans Loan so permit. Notwithstanding anything in this Agreement to the contrary, the Servicer may not make any future advances with respect to a related Mortgage Loan (except as provided in Section 4.03) nor shall the Servicer (i) except as provided in Section 3.07, when the related Mortgagor is in default with respect to such Mortgage Loan or such default is, in the judgment of the Servicer, reasonably foreseeable, permit any modification with respect to any related Mortgage Loan that would change the related Mortgage Rate, reduce or increase the principal balance (except for reductions resulting from actual payments of principal) or change the final maturity date on such Mortgage Loan (except for a reduction of interest or principal payments resulting from the application of the Relief Act) or (ii) permit any modification, waiver or amendment of any term of any related Mortgage Loan that would both (A) effect an exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or final, temporary or proposed Treasury regulations promulgated thereunder) and (B) cause any REMIC to fail to qualify as a REMIC under the Code or the imposition of any tax on “prohibited transactions” or “contributions after the startup date” under the REMIC Provisions. The Servicer, in its sole discretion, may, with respect to any second lien Mortgage Loan which is 180 days or more Delinquent charge off such second lien Mortgage Loan if it has made a Final Recovery Determination with respect thereto (each such Mortgage Loan, a “Charged-off Mortgage Loan”). Any such Charged-off Mortgage Loan shall be treated as a liquidated Mortgage Loan. The Servicer shall have no obligation to make any P&I Advances or Servicing Advances with respect to any Charged-off Mortgage Loan and shall not be entitled to the Servicing Fee with respect to such Charged-off Mortgage Loan for the period following the date on which such second lien Mortgage Loan was charged off. Any Liquidation Proceeds received in connection with any recoveries received with respect to such Charged-off Mortgage Loan shall be deposited in the Collection Account pursuant to Section 3.10. In the event that the Mortgage Loan Documents relating to any Mortgage Loan contain provisions requiring the related Mortgagor to submit to binding arbitration any disputes arising in connection with such Mortgage Loan, the Servicer shall be entitled to waive any such provisions on behalf of the Trust and to send written notice of such waiver to the related Mortgagor, although the Mortgagor may still require arbitration of such disputes at its option. The Servicer may delegate its responsibilities under this Agreement; provided, however, that no such delegation shall release the Servicer from the responsibilities or liabilities arising under this Agreement. Section 3.02 Sub-Servicing Agreements Between the Servicer and Sub-Servicers. (a) The Servicer may enter into Sub-Servicing Agreements (provided that such agreements would not result in a withdrawal or a downgrading by any Rating Agency of the ratings on any Class of Certificates, as evidenced by a letter to that effect delivered by each Rating Agency to the Depositor, the Securities Administrator and the Trustee with one or more Sub-Servicers, for the servicing and administration of the related Mortgage Loans. The Trustee is hereby authorized to acknowledge, at the request of the Servicer, any Sub-Servicing Agreement that meets the requirements applicable to Sub-Servicing Agreements set forth in this Agreement and that is otherwise permitted under this Agreement. Each Sub-Servicer shall be (i) authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable such Sub-Servicer to perform its obligations hereunder and under the related Sub-Servicing Agreement, and (ii) a Xxxxxxx Mac or Xxxxxx Mae approved mortgage servicer. Each Sub-Servicing Agreement must impose on the related Sub-Servicer requirements conforming to the provisions set forth in Section 3.08 and provide for servicing of the related Mortgage Loans consistent with the terms of this Agreement. The Servicer will examine each Sub-Servicing Agreement to which the Servicer is a party and will be familiar with the terms thereof. The terms of any Sub-Servicing Agreement will not be inconsistent with any of the provisions of this Agreement. The Servicer and Sub-Servicer may enter into and make amendments to the applicable Sub-Servicing Agreement or enter into different forms of Sub-Servicing Agreements; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of this Agreement, and that no such amendment or different form shall be made or entered into which could be reasonably expected to be materially adverse to the interests of the Certificateholders, without the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights. Any variation without the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights from the provisions set forth in Section 3.08 relating to insurance or priority requirements of Sub-Servicing Accounts, or credits and charges to the Sub-Servicing Accounts or the timing and amount of remittances by a Sub-Servicer to the Servicer, are conclusively deemed to be inconsistent with this Agreement and therefore prohibited. The Servicer shall deliver to the Trustee and the NIMS Insurer copies of all Sub-Servicing Agreements, and any amendments or modifications thereof, promptly upon the Servicer’s execution and delivery of such instruments. Any Sub-Servicing Agreement and any other transactions or services relating to the Mortgage Loans involving a Sub-Servicer shall be deemed to be between the Sub-Servicer and the Servicer alone, and the Depositor, the Securities Administrator and the Trustee shall have no obligations, duties or liabilities with respect to a Sub-Servicer including no obligation, duty or liability of the Depositor, the Securities Administrator or the Trustee, to pay a Sub-Servicer’s fees and expenses. For purposes of this Agreement, the Servicer shall be deemed to have received any collections, recoveries or payments with respect to the related Mortgage Loans that are received by a related Sub-Servicer regardless of whether such payments are remitted by the Sub-Servicer to the Servicer. (b) As part of its servicing activities hereunder, the Servicer (except as otherwise provided in the last sentence of this paragraph), for the benefit of the Trust Fund and the Certificateholders, shall enforce the obligations of each Sub-Servicer servicing the related Mortgage Loans under the related Sub-Servicing Agreement, including, without limitation, any obligation to make advances in respect of Delinquent payments as required by the applicable Sub-Servicing Agreement. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Sub-Servicing Agreements, and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Servicer, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Servicer shall pay the costs of such enforcement at its own expense, and shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement, to the extent, if any, that such recovery exceeds all amounts due in respect of the related Mortgage Loans or (ii) from a specific recovery of costs, expenses or attorneys’ fees against the party against whom such enforcement is directed. The Servicer shall pay all fees, expenses or penalties necessary in order to terminate the rights and responsibilities of its Sub-Servicer from the Servicer’s own funds without any right of reimbursement from the Depositor, the Trustee, the Securities Administrator or the Collection Account.

ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS. Section 3.01 4.01. The Master Servicer Seller to act Act as Master Servicer. The Master Servicer Seller, as independent contract servicer, shall service and administer the Mortgage Loans in accordance with customary and usual standards of practice of prudent mortgage loan servicers in the respective states in which the related Mortgaged Properties are located. In connection with such servicing and administrationthis Agreement, the Master Servicer Mortgage, Mortgage Note and with Accepted Servicing Practices, and shall have full power and authority, acting alone and/or or through subservicers as provided in Section 3.03or agents, 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 the Seller may deem necessary or desirable and consistent with the terms of this Agreement, including the Mortgage, Mortgage Note and with Accepted Servicing Practices. The Seller shall service and administer the Mortgage Loans through the exercise of the same care that it customarily employs for its own account. The Seller may perform its servicing responsibilities through agents or independent contractors, but shall not thereby be released from any of its responsibilities hereunder. Notwithstanding anything to the contrary, the Seller may delegate any of its duties under this Agreement to one or more of its Affiliates without regard to any of the requirements of this Section; provided, however, that the Seller shall not be released from any of its responsibilities hereunder by virtue of such delegation. Except as set forth in this Agreement, the Seller shall service the Mortgage Loans in compliance with the servicing provisions of the Xxxxxx Xxx Guides, which include, but are not limited to, provisions regarding the power liquidation of Mortgage Loans, the collection of Mortgage Loan payments, the payment of taxes, insurance and authorityother charges, subject the maintenance of hazard insurance with a Qualified Insurer, the maintenance of mortgage impairment insurance, the maintenance of fidelity bond and errors and omissions insurance, inspections, the restoration of Mortgaged Property, the maintenance of Primary Mortgage Insurance Policies, insurance claims, the title, management of REO Property, permitted withdrawals with respect to REO Property, liquidation reports, and reports of foreclosures and abandonments of Mortgaged Property, the transfer of Mortgaged Property, the release of Mortgage Files, annual statements, and examination of records and facilities. In the event of any conflict, inconsistency or discrepancy between any of the servicing provisions of this Agreement and any of the servicing provisions of the Xxxxxx Mae Guides, the provisions of this Agreement shall control and be binding upon the Purchaser and the Seller. Consistent with the terms hereof (i) to execute and deliverof this Agreement, on behalf the Seller may waive, modify or vary any term of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any related Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided herein), (iii) to collect any Insurance Proceeds and other Liquidation Proceeds or Subsequent Recoveries, and (iv) subject to Section 3.09, to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that the Master Servicer shall take no action that is inconsistent with or prejudices the interests of the Trust Fund or the Certificateholders in any Mortgage Loan or consent to the rights postponement of any such term or in any manner grant indulgence to any Mortgagor if in the Seller's reasonable and interests prudent determination such waiver, modification, postponement or indulgence is not materially adverse to the Purchaser, provided, however, that unless the Mortgagor is in default with respect to the Mortgage Loan, or such default is, in the judgment of the Depositor Seller, reasonably foreseeable, and the Seller has obtained the prior written consent of the Purchaser, the Seller shall not permit any modification with respect to any Mortgage Loan that would change the Mortgage Interest Rate, forgive the payment of any principal or interest, reduce or increase the Trustee under this Agreementoutstanding principal balance (except for actual payments of principal), make any additional advances of additional principal or extend the final maturity date, as the case may be, with respect to such Mortgage Loan. In the event of any such modification that permits the deferral of interest or principal payments on any Mortgage Loan, the Seller shall, on the Business Day immediately preceding the Remittance Date in any month in which any such principal or interest payment has been deferred, deposit in the Custodial Account from its own funds, in accordance with Section 4.04, the difference between (a) the otherwise scheduled Monthly Payment and (b) the amount paid by the Mortgagor. The Seller shall be entitled to reimbursement for such advances to the same extent as for all other advances pursuant to Section 4.05. Without limiting the generality of the foregoing, the Master ServicerSeller shall continue, in its own name or in the name of the Trust, the Depositor or the Trustee, and is hereby authorized and empowered by the Trust, the Depositor and the Trustee, Purchaser when the Master Servicer Seller believes it appropriate and reasonable in its reasonable best judgment, to prepare, 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 release, discharge and all other comparable instruments, with respect to the Mortgage Loans, Loans and with respect to the Mortgaged Properties held for and to institute foreclosure proceedings or obtain a deed-in-lieu of foreclosure so as to convert 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 any or all of them as are necessary or appropriate to enable the Master Servicer to service and administer the Mortgage Loans. Upon receipt ownership of such documentsproperties, the Depositor and/or the Trustee shall execute such documents and deliver them to the Master Servicer. In accordance with the standards of the first paragraph of this Section 3.01, the Master Servicer shall advance hold or cause to be advanced funds held title to such properties, on behalf of the Purchaser pursuant to the provisions of Section 4.13. Notwithstanding anything herein to the contrary, the Seller may not enter into a forbearance agreement or similar arrangement with respect to any Mortgage Loan which runs more than 180 days after the first delinquent Due Date without the prior consent of the Purchaser. Any such agreement shall be approved by any applicable holder of a Primary Mortgage Insurance Policy or LPMI Policy, if required. Notwithstanding anything in this Agreement to the contrary, in the event of a Principal Prepayment in full or in part of a Mortgage Loan, the Seller may not waive any Prepayment Penalty or portion thereof required by the terms of the related Mortgage Note unless (i) the Seller determines that such waiver would maximize recovery of Liquidation Proceeds for such Mortgage Loan, taking into account the value of such Prepayment Penalty and the Mortgage Loan, and the waiver of such Prepayment Penalty is standard and customary in servicing similar Mortgage Loans (including the waiver of a Prepayment Penalty in connection with a refinancing of the Mortgage Loan related to a default or a reasonably foreseeable default) or (ii) (a) the enforceability thereof is limited (1) by bankruptcy, insolvency, moratorium, receivership, or other similar law relating to creditors' rights or (2) due to acceleration in connection with a foreclosure or other involuntary payment, or (b) the enforceability is otherwise limited or prohibited by subsequent changes in applicable law. In no event shall the Seller waive a Prepayment Penalty in connection with a refinancing of a Mortgage Loan that is not related to a default or a reasonably foreseeable default. If the Seller waives or does not collect all or a portion of a Prepayment Penalty relating to a Principal Prepayment in full or in part due to any action or omission of the Seller, other than as necessary provided above, the Seller shall deposit the amount of such Prepayment Penalty (or such portion thereof as had been waived for deposit) into the Custodial Account at the time of such prepayment for distribution in accordance with the terms of this Agreement. The Seller is authorized and empowered by the Purchaser, in its own name, when the Seller believes it appropriate in its reasonable judgment to register any Mortgage Loan on the MERS(R) System, or cause the removal from the registration of any Mortgage Loan on the MERS(R) System, to execute and deliver, on behalf of the Purchaser, 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 purpose of effecting the payment of taxes Purchaser and assessments on the Mortgaged Properties, which advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 4.03, its successors and further as provided in Section 4.02assigns. All costs incurred by the Master Servicer, if any, in effecting the timely payments of taxes In servicing 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 Balance under administering the Mortgage Loans, notwithstanding the Seller shall employ procedures including collection procedures and exercise the same care that it customarily employs and exercises in servicing and administering mortgage loans for its own account giving due consideration to accepted mortgage servicing practices of prudent lending institutions and the terms of Purchaser's reliance on the Seller. Unless a different time period is stated in this Agreement, the Purchaser shall be deemed to have given consent in connection with a particular matter if the Purchaser does not affirmatively grant or deny consent within fifteen (15) Business Days from the date the Purchaser receives a written request for consent for such matter from the Seller. The Seller shall accurately and fully report its borrower credit files related to the Mortgage Loans so permit.to Equifax, Transunion and Experian in a timely manner. Notwithstanding anything herein to the contrary, no Servicing Advance shall be required to be made hereunder by the Seller if such Servicing Advance would, if made, constitute a Nonrecoverable Advance. The determination by the Seller that it has made a Nonrecoverable Advance or that any proposed Servicing Advance, if made, would constitute a Nonrecoverable Advance, shall be evidenced by an Officers' Certificate of the Seller delivered to the Purchaser. With respect to each Mortgagor, the Seller will monitor applicable sanction lists pursuant to, and in accordance with, the Anti-Money Laundering Laws, including to determine whether any Mortgagor becomes listed as a "blocked person" for purposes of the OFAC

ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS. Section 3.01 4.01 The Master Servicer to act Act as Master Servicer. The Master Servicer Servicer, as independent contract servicer, shall service and administer the Mortgage Loans in accordance with customary this Agreement and usual standards of practice of prudent mortgage loan servicers in the respective states in which the related Mortgaged Properties are located. In connection with such servicing Accepted Servicing Practices, and administration, the Master Servicer shall have full power and authority, acting alone and/or through subservicers as provided in Section 3.03alone, 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 the Servicer may deem necessary or desirable and consistent with the terms of this Agreement and with Accepted Servicing Practices and, including if any Mortgage Loan is held by a REMIC, the REMIC Provisions. The Servicer shall service and administer the Mortgage Loans through the exercise of the same care that it customarily employs for its own account. Except as set forth in this Agreement, the Servicer shall service the Mortgage Loans in strict compliance with the servicing provisions of the Xxxxxx Xxx Guides, which include, but are not limited to, provisions regarding the power liquidation of Mortgage Loans, the collection of Mortgage Loan payments, the payment of taxes, insurance and authorityother charges, subject the maintenance of hazard insurance with a Qualified Insurer, the maintenance of mortgage impairment insurance, the maintenance of fidelity bond and errors and omissions insurance, inspections, the restoration of Mortgaged Property, the maintenance of Primary Mortgage Insurance Policies, insurance claims, the title, management of REO Property, permitted withdrawals with respect to REO Property, liquidation reports, and reports of foreclosures and abandonments of Mortgaged Property, the transfer of Mortgaged Property, the release of Mortgage Files, annual statements, and examination of records and facilities. In the event of any conflict, inconsistency or discrepancy between any of the servicing provisions of this Agreement and any of the servicing provisions of the Xxxxxx Mae Guides, the provisions of this Agreement shall control and be binding upon the Purchaser and the Servicer. Consistent with the terms hereof (i) to execute and deliverof this Agreement, on behalf the Servicer may waive, modify or vary any term of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any related Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided herein), (iii) to collect any Insurance Proceeds and other Liquidation Proceeds or Subsequent Recoveries, and (iv) subject to Section 3.09, to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that the Master Servicer shall take no action that is inconsistent with or prejudices the interests of the Trust Fund or the Certificateholders in any Mortgage Loan or consent to the rights postponement of any such term or in any manner grant indulgence to any Mortgagor if in the Servicer's reasonable and interests prudent determination such waiver, modification, postponement or indulgence is not materially adverse to the Purchaser (provided, however, that following the transfer of any Mortgage Loan to a REMIC any waiver or modification shall be consistent with the Depositor REMIC Provisions). In the event of any such modification or waiver which permits the Trustee under this Agreementdeferral of interest or principal payments on any Mortgage Loan, the Servicer shall, on the Business Day immediately preceding the Remittance Date in any month in which any such principal or interest payment has been deferred, deposit in the Custodial Account from its own funds, in accordance with Section 4.04, the difference between (a) the otherwise scheduled Monthly Payment and (b) the amount paid by the Mortgagor. The Servicer shall be entitled to reimbursement for such advances to the same extent as for all other advances pursuant to Section 4.05. Without limiting the generality of the foregoing, the Master ServicerServicer shall continue, in its own name or in the name of the Trust, the Depositor or the Trustee, and is hereby authorized and empowered by the Trust, the Depositor and the Trustee, when the Master Servicer believes it appropriate in its reasonable judgmentempowered, to prepare, 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 release, discharge and all other comparable instruments, with respect to the Mortgage Loans, Loans and with respect to the Mortgaged Properties held Properties. Notwithstanding anything herein to the contrary, the Servicer may not enter into a forbearance agreement or similar arrangement with respect to any Mortgage Loan which runs more than 180 days after the first delinquent Due Date. Any forbearance agreement shall be approved by any applicable holder of a Primary Mortgage Insurance Policy, if required. Unless a different time period is stated in this Agreement, the Purchaser shall be deemed to have given consent in connection with a particular matter if the Purchaser does not affirmatively grant or deny consent within five (5) Business Days from the date the Purchaser receives a second written request for consent for such matter from the benefit of the CertificateholdersServicer. The Master Servicer shall prepare accurately and deliver fully report its borrower credit files related to the Depositor and/or the Trustee such documents requiring execution and delivery by any or all of them as are necessary or appropriate to enable the Master Servicer to service and administer the Mortgage Loans. Upon receipt of such documents, the Depositor and/or the Trustee shall execute such documents and deliver them to the Master Servicer. In accordance with the standards of the first 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 4.03, and further as provided in Section 4.02. 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 Balance under the Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permitto Equifax, Transunion & Experian in a timely manner.

ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS. Section 3.01 The Master Servicer to act Act as Master Servicer. The Master Servicer shall service and administer the Mortgage Loans (other than any Mortgage Loans transferred to a Special Servicer pursuant to Section 3.24 hereof) on behalf of the Trust and in the best interest of and for the benefit of the Certificateholders (as determined by the Servicer in its reasonable judgment) in accordance with the terms of this Agreement and the Mortgage Loans and to the extent consistent with such terms and in accordance with and exercising the same care in performing those practices that the Servicer customarily employs and exercises in servicing and administering mortgage loans for its own account (including, compliance with all applicable federal, state and local laws). To the extent consistent with the foregoing, the Servicer shall seek the timely and complete recovery of principal and interest on the Mortgage Notes related to the Mortgage Loans and shall waive a Prepayment Charge only under the following circumstances: (i) such waiver is standard and customary in servicing similar mortgage loans and usual standards of practice of prudent mortgage loan servicers (ii) either (A) such waiver is related to a default or reasonably foreseeable default and would, in the respective states in which reasonable judgment of the Servicer, maximize recovery of total proceeds taking into account the value of such Prepayment Charge and the related Mortgaged Properties are located. In Mortgage Loan and, if such waiver is made in connection with a refinancing of the related Mortgage Loan, such refinancing is related to a default or a reasonably foreseeable default or (B) such waiver is made in connection with a refinancing of the related Mortgage Loan unrelated to a default or a reasonably foreseeable default where (x) the related Mortgagor has stated to the Servicer an intention to refinance the related Mortgage Loan and (y) the Servicer has concluded in its reasonable judgment that the waiver of such Prepayment Charge would induce such Mortgagor to refinance with the Servicer or (iii) the Servicer reasonably believes such Prepayment Charge is unenforceable in accordance with applicable law or the collection of such related Prepayment Charge would otherwise violate applicable law. If a Prepayment Charge is waived as permitted by meeting both of the standards described in clauses (i) and (ii)(B) above, then the Servicer is required to pay the amount of such waived Prepayment Charge (the “Servicer Prepayment Charge Payment Amount”), for the benefit of the Holders of the Class P Certificates, by depositing such amount into the Custodial Account within 90 days of notice or discovery of such waiver meeting the standard set forth in both clauses (i) and (ii)(B) above; provided, however, that the Servicer shall not waive more than 5% of the Prepayment Charges (by number of Prepayment Charges) set forth on the Prepayment Charge Schedule in accordance with clauses (i) and (ii)(B) above. Notwithstanding any other provisions of this Agreement, any payments made by the Servicer in respect of any waived Prepayment Charges pursuant to clauses (i) and (ii)(B) above and the preceding sentence shall be deemed to be paid outside of the Trust Fund. Subject only to the above-described applicable servicing standards (the “Accepted Servicing Practices”) and administrationthe terms of this Agreement and of the respective Mortgage Loans, the Master Servicer shall have full power and authority, acting alone and/or through subservicers as provided in Section 3.03, 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 related Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided herein), (iii) to collect any Insurance Proceeds and other Liquidation Proceeds or Subsequent RecoveriesProceeds, and (iv) subject to Section 3.09, to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that the Master Servicer shall take 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 or the Trustee under this Agreement. Without limiting the generality of the foregoing, the Master Servicer, in its own name or in the name of the Trust, the Depositor or the Trustee, is hereby authorized and empowered by the Trust, 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 related 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 any or all of them as are necessary or appropriate to enable the Master Servicer to service and administer the Mortgage Loans. Upon receipt of such documents, the Depositor and/or the Trustee shall execute such documents and deliver them to the Master Servicer. In addition, the Trustee shall execute, at the written request of the Servicer, and furnish to the Servicer any special or limited powers of attorney agreeable to the Trustee and its counsel for each county in which a Mortgaged Property is located and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder, provided such limited powers of attorney or other documents shall be prepared by the Servicer and submitted to the Trustee for review prior to execution. In accordance with the standards of the first 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 PropertiesProperties relating to the Mortgage Loans in order to preserve the lien on the Mortgaged Property, which advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 4.034.04, and further as provided in Section 4.02. All costs incurred by the Master Servicer, if any, in effecting the timely payments of such taxes and assessments on the related Mortgaged Properties and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balance under the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit.

ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS. Section 3.01 The Master SECTION 3.01. Servicer to act Act as Master Servicer. The Master Prior to the Servicing Transfer Date, the Mortgage Loans will be serviced and administered by Fremont in accordance with the terms and provisions of the Mortgage Loan Purchase Agreement. In addition, in connection with the February and March 2006 Distribution Dates, Fremont will make all remittances and prepare all reports required to be prepared with respect to the Mortgage Loans listed on Schedule 8 attached hereto in accordance with the terms and provisions of the Mortgage Loan Purchase Agreement. On or after the Servicing Transfer Date, the Servicer shall service and administer the Mortgage Loans Loans, as independent contract servicer, on behalf of the Trust Fund and in the best interests of and for the benefit of the Certificateholders (as determined by the Servicer in accordance with customary Accepted Servicing Practices) in accordance with the terms of this Agreement, the Mortgage Loans and usual Accepted Servicing Practices but without regard to: (i) any relationship that the Servicer, any related Sub-Servicer or any Affiliate of the Servicer or any related Sub-Servicer may have with the related Mortgagor; (ii) the ownership or non-ownership of any Certificate by the Servicer or any Affiliate of the Servicer; (iii) the Servicer’s obligation to make P&I Advances or Servicing Advances; or (iv) the Servicer’s or any related Sub-Servicer’s right to receive compensation for its services hereunder or with respect to any particular transaction. In addition, the Servicer shall service the loans in accordance with the applicable requirements of the Servicing Criteria. Notwithstanding anything to the contrary contained in this Agreement, the Servicer shall have no obligations with respect to any Mortgage Loans subject to this Agreement until from and after the Servicing Transfer Date. To the extent consistent with the foregoing, the Servicer shall seek to maximize the timely and complete recovery of principal and interest on the Mortgage Notes. Subject only to the above-described servicing standards and the terms of practice this Agreement and of prudent mortgage loan servicers in the respective states in which the related Mortgaged Properties are located. In connection with such servicing and administrationMortgage Loans, the Master Servicer shall have full power and authority, acting alone and/or or through subservicers a Sub-Servicer or Sub-Servicers, as the case may be, as provided in Section 3.033.02, 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 toadministration which it may deem necessary or desirable. Without limiting the generality of the foregoing, the power Servicer in the name of the Trust is hereby authorized and authorityempowered when the Servicer believes it appropriate in its best judgment in accordance with the servicing standards set forth above, 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 related Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided herein), (iii) to collect any Insurance Proceeds and other Liquidation Proceeds or Subsequent Recoveries, and (iv) subject to Section 3.09, to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that the Master Servicer shall take 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 or the Trustee under this Agreement. Without limiting the generality of the foregoing, the Master Servicer, in its own name or in the name of the Trust, the Depositor or the Trustee, is hereby authorized and empowered by the Trust, 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 themFund, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge discharge, and all other comparable instruments, with respect to the Mortgage LoansLoans and the Mortgaged Properties and to institute foreclosure proceedings or obtain a deed-in-lieu of foreclosure so as to convert the ownership of such properties, and to hold or cause to be held title to such properties, on behalf of the Trust Fund and Certificateholders. Subject to Section 6.03, the Servicer shall represent and protect the interests of the Trust Fund in the same manner as it protect its own interests in mortgage loans in its own portfolio with respect to any claim, proceeding or litigation regarding the Mortgaged Properties held for the benefit of the CertificateholdersMortgage Loans. The Master Servicer shall prepare service and deliver administer the Mortgage Loans in accordance with applicable law and shall provide to the Depositor and/or Mortgagors any reports required to be provided to them thereby. The Servicer shall also comply in the performance of this Agreement with all reasonable rules and requirements of each insurer under any standard hazard insurance policy. Promptly upon request, but subject to Section 3.17, the Trustee shall execute and furnish to the Servicer and any Sub-Servicer such documents requiring execution and delivery by any or all of them as are necessary or appropriate to enable the Master Servicer or any Sub-Servicer to service carry out their servicing and administer administrative duties hereunder, and the Mortgage LoansTrustee hereby grants to the Servicer and each Sub-Servicer a special or limited power of attorney to carry out such duties including a power of attorney for each county in which a related Mortgaged Property is located to enable the Servicer to take title and dispose of the related Mortgaged Properties after foreclosure on behalf of the Trustee and the Certificateholders. Upon receipt of such documents, the Depositor and/or the The Trustee shall execute such documents and deliver them a separate power of attorney in favor of the Servicer to the Master Servicerextent furnished to the Trustee by the Servicer and/or each Sub-Servicer for the purposes described herein to the extent necessary or desirable to enable the Servicer to perform its duties hereunder. In The Trustee shall not be liable for the actions of the Servicer or any Sub-Servicer under such powers of attorney. Subject to Section 3.09 hereof, in accordance with the standards of the first paragraph of this Section 3.01preceding paragraph, the Master Servicer shall advance or cause to be advanced funds as necessary for the purpose of effecting the timely payment of taxes and assessments on the Mortgaged Properties, which advances shall be Servicing Advances reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 4.033.09, and further as provided in Section 4.023.11. All costs Any cost incurred by the Master Servicer, if any, Servicer or by a Sub-Servicer in effecting the timely payments payment of taxes and assessments on the a Mortgaged Properties and related insurance premiums Property shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balance under unpaid principal balance of the related Mortgage LoansLoan, notwithstanding that the terms of such Mortgage Loans Loan so permit. Notwithstanding anything in this Agreement to the contrary, the Servicer may not make any future advances with respect to a related Mortgage Loan (except as provided in Section 4.03) nor shall the Servicer (i) except as provided in Section 3.07, when the related Mortgagor is in default with respect to such Mortgage Loan or such default is, in the judgment of the Servicer, reasonably foreseeable, permit any modification with respect to any related Mortgage Loan that would change the related Mortgage Rate, reduce or increase the principal balance (except for reductions resulting from actual payments of principal) or change the final maturity date on such Mortgage Loan (except for a reduction of interest or principal payments resulting from the application of the Relief Act) or (ii) permit any modification, waiver or amendment of any term of any related Mortgage Loan that would both (A) effect an exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or final, temporary or proposed Treasury regulations promulgated thereunder) and (B) cause any REMIC to fail to qualify as a REMIC under the Code or the imposition of any tax on “prohibited transactions” or “contributions after the startup date” under the REMIC Provisions. The Servicer, in its sole discretion, may, with respect to any second lien Mortgage Loan which is greater than 180 days Delinquent and for which the related First Lien is not a Mortgage Loan, charge off such second lien Mortgage Loan if it has made a Final Recovery Determination with respect thereto (each such Mortgage Loan, a “Charged-off Mortgage Loan”). Any such Charged-off Mortgage Loan shall be treated as a liquidated Mortgage Loan. The Servicer shall have no obligation to make any P&I Advances or Servicing Advances with respect to any Charged-off Mortgage Loan and shall not be entitled to the Servicing Fee with respect to such Charged-off Mortgage Loan for the period following the date on which such second lien Mortgage Loan was charged off. Any Liquidation Proceeds received in connection with any recoveries received with respect to such Charged-off Mortgage Loan shall be deposited in the Collection Account pursuant to Section 3.10. In the event that the Mortgage Loan Documents relating to any Mortgage Loan contain provisions requiring the related Mortgagor to submit to binding arbitration any disputes arising in connection with such Mortgage Loan, the Servicer shall be entitled to waive any such provisions on behalf of the Trust and to send written notice of such waiver to the related Mortgagor, although the Mortgagor may still require arbitration of such disputes at its option. The Servicer may delegate its responsibilities under this Agreement; provided, however, that no such delegation shall release the Servicer from the responsibilities or liabilities arising under this Agreement.

ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS. Section 3.01 The Master Servicer to act Act as Master Servicer. The Master Servicer Servicer, as an independent contract servicer, shall service and administer the Mortgage Loans in accordance with customary this Agreement and usual standards of practice of prudent mortgage loan servicers in the respective states in which the related Mortgaged Properties are located. In connection with such servicing Accepted Servicing Practices, and administration, the Master Servicer shall have full power and authority, acting alone and/or through subservicers as provided in Section 3.03alone, 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 the Servicer may deem necessary or desirable and consistent with the terms of this Agreement and with Accepted Servicing Practices. The Servicer shall service and administer the Mortgage Loans through the exercise of the same care that it customarily employs for its own account. Except as set forth in this Agreement, including the Servicer shall service the Mortgage Loans in strict compliance with the servicing provisions of the Fannie Mae Guides, which include, but are not limited to, provisions rexxxxxxg xxe liquidation of Mortgage Loans, the power collection of Mortgage Loan payments, the payment of taxes, insurance and authorityother charges, subject the maintenance of hazard insurance with a Qualified Insurer, the maintenance of mortgage impairment insurance, the maintenance of fidelity bond and errors and omissions insurance, inspections, the restoration of Mortgaged Property, the maintenance of Primary Mortgage Insurance Policies, insurance claims, the title, management of REO Property, permitted withdrawals with respect to REO Property, liquidation reports, and reports of foreclosures and abandonments of Mortgaged Property, the transfer of Mortgaged Property, the release of Mortgage Files, annual statements, and examination of records and facilities. In the event of any conflict, inconsistency or discrepancy between any of the servicing provisions of this Agreement and any of the servicing provisions of the Fannie Mae Guides, the provisions of this Agreement shall control and bx xxxxing upon the Purchaser and the Servicer. Consistent with the terms hereof (i) to execute and deliverof this Agreement, on behalf the Servicer may waive, modify or vary any term of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any related Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided herein), (iii) to collect any Insurance Proceeds and other Liquidation Proceeds or Subsequent Recoveries, and (iv) subject to Section 3.09, to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that the Master Servicer shall take no action that is inconsistent with or prejudices the interests of the Trust Fund or the Certificateholders in any Mortgage Loan or consent to the rights postponement of any such term or in any manner grant indulgence to any Mortgagor if in the Servicer's reasonable and interests prudent determination such waiver, modification, postponement or indulgence is not materially adverse to the Purchaser, provided, however, that unless the Servicer has obtained the prior written consent of the Depositor Purchaser, the Servicer shall not permit any modification with respect to any Mortgage Loan that would change the Mortgage Interest Rate, forgive the payment of principal or interest, reduce or increase the Trustee under this Agreementoutstanding principal balance (except for actual payments of principal) or change the final maturity date on such Mortgage Loan. The Servicer shall be entitled to reimbursement for such advances to the same extent as for all other advances pursuant to Section 4.05. Without limiting the generality of the foregoing, the Master ServicerServicer shall continue, in its own name or in the name of the Trust, the Depositor or the Trustee, and is hereby authorized and empowered by the Trust, the Depositor and the Trustee, when the Master Servicer believes it appropriate in its reasonable judgmentempowered, to prepare, 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 release, discharge and all other comparable instruments, with respect to the Mortgage Loans, Loans and with respect to the Mortgaged Properties held Properties. Any forbearance agreement shall be approved by any applicable holder of a Primary Mortgage Insurance Policy, if required. The Servicer is authorized and empowered by the Purchaser, in its own name, when the Servicer believes it appropriate in its reasonable judgment to register any Mortgage Loan on the MERS(R) System, or cause the removal from the registration of any Mortgage Loan on the MERS(R) System, to execute and deliver, on behalf of the Purchaser, 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 benefit of Purchaser and its successors and assigns. Unless a different time period is stated in this Agreement, the CertificateholdersPurchaser shall be deemed to have given consent in connection with a particular matter if the Purchaser does not affirmatively grant or deny consent within five (5) Business Days from the date the Purchaser receives a written request for consent for such matter from the Servicer. The Master Servicer Seller shall prepare and deliver to cause the Depositor and/or the Trustee such documents requiring execution and delivery by any or all of them as are necessary or appropriate to enable the Master Servicer to service and administer the Mortgage Loans. Upon receipt of such documentsfully furnish, the Depositor and/or the Trustee shall execute such documents and deliver them to the Master Servicer. In in accordance with the standards Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company (three of the first paragraph of this Section 3.01credit repositories), on a monthly basis. Additionally, the Master Seller shall cause the Servicer to transmit full-file credit reporting data for each Mortgage Loan pursuant to Fannie Mae Guide Announcement 95-19 and that for each Mortgage Loan, thx Xxxxex xhall cause the Servicer to agree to report one of the following statuses each month as follows: new origination, current, delinquent (30-, 60-, 90-days, etc.), foreclosed, or charged-off. If a REMIC election has been made with respect to the arrangement under which the Mortgage Loans and REO Property are held, the Servicer shall advance not take any action, cause the REMIC to take any action or fail to take (or fail to cause to be advanced funds taken) any action, that under the REMIC Provisions, if taken or not taken, as necessary for the purpose case may be, could (i) endanger the status of effecting the payment REMIC as a REMIC or (ii) result in the imposition of taxes a tax upon the REMIC (including but not limited to the tax on "prohibited transactions" as defined in Section 860(a)(2) of the Code and assessments the tax on "contributions" to a REMIC set forth in Section 860D of the Code) unless the Servicer has received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such REMIC status or result in the imposition of any tax on the Mortgaged Properties, which advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 4.03, and further as provided in Section 4.02. 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 Balance under the Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permitREMIC.

ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS. Section 3.01 The Master Servicer to act as Master Servicer. The Master Servicer shall service and administer the Mortgage Loans in accordance with customary and usual standards of practice of prudent mortgage loan servicers in the respective states in which the related Mortgaged 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 as provided in Section 3.03, 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 related Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided herein), (iii) to collect any Insurance Proceeds and other Liquidation Proceeds or Subsequent Recoveries, and (iv) subject to Section 3.09, to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that the Master Servicer shall take 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 or the Trustee under this Agreement. Without limiting the generality of the foregoing, the Master Servicer, in its own name or in the name of the Trust, the Depositor or the Trustee, is hereby authorized and empowered by the Trust, 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 any or all of them as are necessary or appropriate to enable the Master Servicer to service and administer the Mortgage Loans. Upon receipt of such documents, the Depositor and/or the Trustee shall execute such documents and deliver them to the Master Servicer. In accordance with the standards of the first 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 4.035.03, and further as provided in Section 4.025.02. 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 Balance under the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit.

ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS. Section 3.01 The Master Servicer to act as Master Servicer. The Master Servicer shall service and administer the Mortgage Loans in accordance with customary and usual standards of practice of prudent mortgage loan servicers in the respective states in which the related Mortgaged 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 as provided in Section 3.03, 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 Certificateholders, the Trustee and the TrusteeCertificate Insurer, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any related Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided herein), (iii) to collect any Insurance Proceeds and other Liquidation Proceeds or Subsequent Recoveries, and (iv) subject to Section 3.09, to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that the Master Servicer shall take no action that is inconsistent with or prejudices the interests of the Trust Fund Fund, the Certificate Insurer or the Certificateholders in any Mortgage Loan or the rights and interests of the Depositor Depositor, the Trustee or the Trustee Certificate Insurer under this AgreementAgreement and any other Transaction Document to which it is a party. Without limiting the generality of the foregoing, the Master Servicer, in its own name or in the name of the Trust, the Depositor or the Trustee, is hereby authorized and empowered by the Trust, 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 CertificateholdersCertificateholders and the Certificate Insurer. The Master Servicer shall prepare and deliver to the Depositor and/or the Trustee such documents requiring execution and delivery by any or all of them as are necessary or appropriate to enable the Master Servicer to service and administer the Mortgage Loans. Upon receipt of such documents, the Depositor and/or the Trustee shall execute such documents and deliver them to the Master Servicer. In accordance with the standards of the first 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 4.035.03, and further as provided in Section 4.025.02. 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 Balance under the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit.

ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS. Section 3.01 The Master SECTION 3.01. Servicer to act Act as Master Servicer. The Master Prior to the Servicing Transfer Date, the Mortgage Loans will be serviced and administered by Fremont in accordance with the terms and provisions of the Mortgage Loan Purchase Agreement. In addition, in connection with the Distribution Dates prior to and immediately following the Servicing Transfer Date, Fremont will prepare all reports required to be prepared with respect to the Mortgage Loans listed on Schedule 1 attached hereto in accordance with the terms and provisions of the Mortgage Loan Purchase Agreement. Further, Fremont will make all related remittances prior to the Servicing Transfer Date and will “settle up with” the Servicer with respect to the remittance immediately following the Servicing Transfer Date. On or after the Servicing Transfer Date, the Servicer shall (i) notify the Securities Administrator and the Trustee that the transfer of servicing has taken place and (ii) service and administer the Mortgage Loans Loans, as a servicer, on behalf of the Trust Fund and in the best interests of and for the benefit of the Certificateholders (as determined by the Servicer in accordance with customary Accepted Servicing Practices) in accordance with the terms of this Agreement, the Mortgage Loans and usual Accepted Servicing Practices but without regard to: (i) any relationship that the Servicer, any related Sub-Servicer or any Affiliate of the Servicer or any related Sub-Servicer may have with the related Mortgagor; (ii) the ownership or non-ownership of any Certificate by the Servicer or any Affiliate of the Servicer; (iii) the Servicer’s obligation to make P&I Advances or Servicing Advances; or (iv) the Servicer’s or any related Sub-Servicer’s right to receive compensation for its services hereunder or with respect to any particular transaction. In addition, the Servicer shall service the loans in accordance with the applicable requirements of the Servicing Criteria. Notwithstanding anything to the contrary contained in this Agreement, the Servicer shall have no obligations with respect to any Mortgage Loans subject to this Agreement until from and after the Servicing Transfer Date. To the extent consistent with the foregoing, the Servicer shall seek to maximize the timely and complete recovery of principal and interest on the Mortgage Notes. Subject only to the above-described servicing standards and the terms of practice this Agreement and of prudent mortgage loan servicers in the respective states in which the related Mortgaged Properties are located. In connection with such servicing and administrationMortgage Loans, the Master Servicer shall have full power and authority, acting alone and/or or through subservicers a Sub-Servicer or Sub-Servicers, as the case may be, as provided in Section 3.033.02, 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 toadministration which it may deem necessary or desirable. Without limiting the generality of the foregoing, the power Servicer in the name of the Trust is hereby authorized and authorityempowered when the Servicer believes it appropriate in its best judgment in accordance with the servicing standards set forth above, 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 related Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided herein), (iii) to collect any Insurance Proceeds and other Liquidation Proceeds or Subsequent Recoveries, and (iv) subject to Section 3.09, to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that the Master Servicer shall take 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 or the Trustee under this Agreement. Without limiting the generality of the foregoing, the Master Servicer, in its own name or in the name of the Trust, the Depositor or the Trustee, is hereby authorized and empowered by the Trust, 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 themFund, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge discharge, and all other comparable instruments, with respect to the Mortgage LoansLoans and the Mortgaged Properties and to institute foreclosure proceedings or obtain a deed-in-lieu of foreclosure so as to convert the ownership of such properties, and to hold or cause to be held title to such properties, on behalf of the Trust Fund and Certificateholders. Subject to Section 6.03, the Servicer shall represent and protect the interests of the Trust Fund in the same manner as it protect its own interests in mortgage loans in its own portfolio with respect to any claim, proceeding or litigation regarding the Mortgaged Properties held for the benefit of the CertificateholdersMortgage Loans. The Master Servicer shall prepare service and deliver administer the Mortgage Loans in accordance with applicable law and shall provide to the Depositor and/or Mortgagors any reports required to be provided to them thereby. The Servicer shall also comply in the performance of this Agreement with all reasonable rules and requirements of each insurer under any standard hazard insurance policy. Promptly upon request, but subject to Section 3.17, the Trustee shall execute and furnish to the Servicer and any Sub-Servicer such documents requiring execution and delivery by any or all of them as are necessary or appropriate to enable the Master Servicer or any Sub-Servicer to service carry out their servicing and administer administrative duties hereunder, and the Mortgage LoansTrustee hereby grants to the Servicer and each Sub-Servicer a special or limited power of attorney to carry out such duties including a power of attorney for each county in which a related Mortgaged Property is located to enable the Servicer to take title and dispose of the related Mortgaged Properties after foreclosure on behalf of the Trustee and the Certificateholders. Upon receipt of such documents, the Depositor and/or the The Trustee shall execute such documents and deliver them a separate power of attorney in favor of the Servicer to the Master Servicerextent furnished to the Trustee by the Servicer and/or each Sub-Servicer for the purposes described herein to the extent necessary or desirable to enable the Servicer to perform its duties hereunder. In The Trustee shall not be liable for the actions of the Servicer or any Sub-Servicer under such powers of attorney. Subject to Section 3.09 hereof, in accordance with the standards of the first paragraph of this Section 3.01preceding paragraph, the Master Servicer shall advance or cause to be advanced funds as necessary for the purpose of effecting the timely payment of taxes and assessments on the Mortgaged Properties, which advances shall be Servicing Advances reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 4.033.09, and further as provided in Section 4.023.11. All costs Any cost incurred by the Master Servicer, if any, Servicer or by a Sub-Servicer in effecting the timely payments payment of taxes and assessments on the a Mortgaged Properties and related insurance premiums Property shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balance under unpaid principal balance of the related Mortgage LoansLoan, notwithstanding that the terms of such Mortgage Loans Loan so permit. Notwithstanding anything in this Agreement to the contrary, the Servicer may not make any future advances with respect to a related Mortgage Loan (except as provided in Section 4.03) nor shall the Servicer (i) except as provided in Section 3.07, when the related Mortgagor is in default with respect to such Mortgage Loan or such default is, in the judgment of the Servicer, reasonably foreseeable, permit any modification with respect to any related Mortgage Loan that would change the related Mortgage Rate, reduce or increase the principal balance (except for reductions resulting from actual payments of principal) or change the final maturity date on such Mortgage Loan (except for a reduction of interest or principal payments resulting from the application of the Relief Act) or (ii) permit any modification, waiver or amendment of any term of any related Mortgage Loan that would both (A) effect an exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or final, temporary or proposed Treasury regulations promulgated thereunder) and (B) cause any REMIC to fail to qualify as a REMIC under the Code or the imposition of any tax on “prohibited transactions” or “contributions after the startup date” under the REMIC Provisions. The Servicer, in its sole discretion, may, with respect to any second lien Mortgage Loan which is greater than 180 days Delinquent and for which the related First Lien is not a Mortgage Loan, charge off such second lien Mortgage Loan if it has made a Final Recovery Determination with respect thereto (each such Mortgage Loan, a “Charged-off Mortgage Loan”). Any such Charged-off Mortgage Loan shall be treated as a liquidated Mortgage Loan. The Servicer shall have no obligation to make any P&I Advances or Servicing Advances with respect to any Charged-off Mortgage Loan and shall not be entitled to the Servicing Fee with respect to such Charged-off Mortgage Loan for the period following the date on which such second lien Mortgage Loan was charged off. Any Liquidation Proceeds received in connection with any recoveries received with respect to such Charged-off Mortgage Loan shall be deposited in the Collection Account pursuant to Section 3.10. In the event that the Mortgage Loan Documents relating to any Mortgage Loan contain provisions requiring the related Mortgagor to submit to binding arbitration any disputes arising in connection with such Mortgage Loan, the Servicer shall be entitled to waive any such provisions on behalf of the Trust and to send written notice of such waiver to the related Mortgagor, although the Mortgagor may still require arbitration of such disputes at its option. The Servicer may delegate its responsibilities under this Agreement; provided, however, that no such delegation shall release the Servicer from the responsibilities or liabilities arising under this Agreement.

ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS. Section 3.01 The Master Servicer to act Act as Master Servicer. The Master Servicer shall service and administer the Mortgage Loans on behalf of the Trustee and in the best interests of and for the benefit of the Certificateholders (as determined by the Master Servicer in its reasonable judgment) in accordance with the terms of this Agreement and the respective Mortgage Loans and, to the extent consistent with such terms, in the same manner in which it services and administers similar mortgage loans for its own portfolio, giving due consideration to customary and usual standards of practice of prudent mortgage lenders and loan servicers administering similar mortgage loans in the respective states in which local areas where the related Mortgaged Properties are locatedProperty is located but without regard to: (i) any relationship that the Master Servicer, any Sub-Servicer or any Affiliate of the Master Servicer or any Sub-Servicer may have with the related Mortgagor; (ii) the ownership or non-ownership of any Certificate by the Master Servicer or any Affiliate of the Master Servicer; (iii) the Master Servicer's obligation to make Advances or Servicing Advances; or (iv) the Master Servicer's or any Sub-Servicer's right to receive compensation for its services hereunder or with respect to any particular transaction. In connection To the extent consistent with such the foregoing, the Master Servicer shall seek to maximize the timely and complete recovery of principal and interest on the Mortgage Notes. Subject only to the above-described servicing standards and administrationthe terms of this Agreement and of the respective Mortgage Loans, the Master Servicer shall have full power and authority, acting alone and/or or through subservicers Sub-Servicers as provided in Section 3.033.02, 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 toadministration in accordance with policies and procedures generally accepted in the mortgage banking industry. Without limiting the generality of the foregoing, the power Master Servicer in its own name or in the name of a Sub-Servicer is hereby authorized and authorityempowered by the Trustee when the Master Servicer believes it appropriate in its best judgment in accordance with the servicing standards set forth above, 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) upon notice to consent to transfers of any related Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided herein), (iii) to collect any Insurance Proceeds and other Liquidation Proceeds or Subsequent Recoveries, and (iv) subject to Section 3.09, to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that the Master Servicer shall take 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 or the Trustee under this Agreement. Without limiting the generality of the foregoing, the Master Servicer, in its own name or in the name of the Trust, the Depositor or the Trustee, is hereby authorized and empowered by the Trust, 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 discharge, and all other comparable instruments, with respect to the Mortgage Loans, Loans and with respect to the Mortgaged Properties and to institute foreclosure proceedings or obtain a deed-in-lieu of foreclosure so as to convert the ownership of such properties, and to hold or cause to be held for the benefit title to such properties, on behalf of the Trustee and Certificateholders. The Master Servicer shall prepare service and deliver administer the Mortgage Loans in accordance with applicable state and federal law and shall provide to the Depositor and/or Mortgagors any reports required to be provided to them thereby. The Master Servicer shall also comply in the Trustee performance of this Agreement with all reasonable rules and requirements of each insurer under any standard hazard insurance policy. Subject to Section 3.17, the Trustee, shall execute, at the written direction of the Master Servicer, and furnish to the Master Servicer and any Sub-Servicer such documents requiring execution and delivery by any or all of them as are necessary or appropriate to enable the Master Servicer or any Sub-Servicer to service carry out their servicing and administer the Mortgage Loans. Upon receipt of such documentsadministrative duties hereunder, the Depositor and/or and the Trustee shall execute such documents and deliver them hereby grants to the Master Servicer and each Sub-Servicer a power of attorney to carry out such duties including a power of attorney to take title to Mortgaged Properties after foreclosure on behalf of the Trustee and the Certificateholders. The Trustee, at the direction of the Master Servicer, shall execute a separate power of attorney in favor of (and furnish such power of attorney to) the Master Servicer and/or each Sub-Servicer for the purposes described herein to the extent necessary or desirable to enable the Master Servicer to perform its duties hereunder. In The Trustee shall not be liable for the actions of the Master Servicer or any Sub-Servicers under such powers of attorney. Subject to Section 3.09 hereof, in accordance with the standards of the first paragraph of this Section 3.01preceding paragraph, the Master Servicer shall advance or cause to be advanced funds as necessary for the purpose of effecting the timely payment of taxes and assessments on the Mortgaged Properties, which advances shall be Servicing Advances reimbursable in the first instance from collections on the related collections Mortgage Loans from the Mortgagors pursuant to Section 4.033.09, and further as provided in Section 4.023.11. All costs Any cost incurred by the Master Servicer, if any, Servicer or by Sub-Servicers in effecting the timely payments payment of taxes and assessments on the a Mortgaged Properties and related insurance premiums Property shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balance under unpaid principal balance of the related Mortgage LoansLoan, notwithstanding that the terms of such Mortgage Loans Loan so permit. Notwithstanding anything in this Agreement to the contrary, the Master Servicer may not make any future advances with respect to a Mortgage Loan (except as provided in Section 4.04) and the Master Servicer shall not (i) permit any modification with respect to any Mortgage Loan that would change the Mortgage Rate, reduce or increase the principal balance (except for reductions resulting from actual payments of principal) or change the final maturity date on such Mortgage Loan (unless, as provided in Section 3.07, the Mortgagor is in default with respect to the Mortgage Loan or such default is, in the judgment of the Master Servicer, reasonably foreseeable) or (ii) permit any modification, waiver or amendment of any term of any Mortgage Loan that would both (A) effect an exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or final, temporary or proposed Treasury regulations promulgated thereunder) and (B) cause any Trust REMIC to fail to qualify as a REMIC under the Code or the imposition of any tax on "prohibited transactions" or contributions after the startup day under the REMIC Provisions. The Master Servicer may delegate its responsibilities under this Agreement; provided, however, that no such delegation shall release the Master Servicer from the responsibilities or liabilities arising under this Agreement. With respect to each Mortgage Loan, the Master Servicer will furnish, or cause to be furnished, information regarding the borrower credit file related to such Mortgage Loan to credit reporting agencies in compliance with the provisions of the Fair Credit Reporting Act and the applicable implementing regulations. Section 3.02 Sub-Servicing Agreements Between the Master Servicer and Sub-Servicers. (a) The Master Servicer may enter into Sub-Servicing Agreements provided (i) that such agreements would not result in a withdrawal or a downgrading by any Rating Agency of the ratings on any Class of Certificates, any of the Other NIM Notes or any of the Insured NIM Notes (without giving effect to any insurance policy issued by the NIMS Insurer), as evidenced by a letter to that effect delivered by each Rating Agency to the Depositor and the NIMS Insurer and (ii) that, except in the case of any Sub-Servicing Agreements the Master Servicer may enter into with Washington Mutual, Inc. or any Affiliate thereof, the NIMS Insurer shall have consented to such Sub-Servicing Agreements (which consent shall not be unreasonably withheld) with Sub-Servicers, for the servicing and administration of the Mortgage Loans. That certain Subservicing Agreement by and between the Master Servicer and Washington Mutual Bank, FA dated April 9, 2001 is hereby acknowledged as being permitted under this Agreement and meeting the requirements applicable to Sub-Servicing Agreements set forth in this Agreement. The Trustee is hereby authorized to acknowledge, at the request of the Master Servicer, any Sub-Servicing Agreement that meets the requirements applicable to Sub-Servicing Agreements set forth in this Agreement and that is otherwise permitted under this Agreement. Each Sub-Servicer shall be (i) authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the Sub-Servicer to perform its obligations hereunder and under the Sub-Servicing Agreement, (ii) an institution approved as a mortgage loan originator by the Federal Housing Administration or an institution the deposit accounts in which are insured by the FDIC and (iii) a Xxxxxx Xxx approved mortgage servicer. Each Sub-Servicing Agreement must impose on the Sub-Servicer requirements conforming to the provisions set forth in Section 3.08. The Master Servicer will examine each Sub-Servicing Agreement and will be familiar with the terms thereof. The terms of any Sub-Servicing Agreement will not be inconsistent with any of the provisions of this Agreement. The Master Servicer and the Sub-Servicers may enter into and make amendments to the Sub-Servicing Agreements or enter into different forms of Sub-Servicing Agreements; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of this Agreement, and that no such amendment or different form shall be made or entered into which could be reasonably expected to be materially adverse to the interests of the Certificateholders, without the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights. Any variation without the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights from the provisions set forth in Section 3.08 relating to insurance or priority requirements of Sub-Servicing Accounts, or credits and charges to the Sub-Servicing Accounts or the timing and amount of remittances by the Sub-Servicers to the Master Servicer, are conclusively deemed to be inconsistent with this Agreement and therefore prohibited. The Master Servicer shall deliver to the NIMS Insurer and the Trustee copies of all Sub-Servicing Agreements, and any amendments or modifications thereof, promptly upon the Master Servicer's execution and delivery of such instruments. (b) As part of its servicing activities hereunder, the Master Servicer (except as otherwise provided in the last sentence of this paragraph), for the benefit of the Trustee and the Certificateholders, shall enforce the obligations of each Sub-Servicer under the related Sub-Servicing Agreement and, subject to the last sentence of this paragraph, of the Seller under the Mortgage Loan Purchase Agreement including, without limitation, any obligation to make advances in respect of delinquent payments as required by a Sub-Servicing Agreement, or to purchase or otherwise remedy as contemplated herein a Mortgage Loan on account of missing or defective documentation or on account of a breach of a representation, warranty or covenant, as described in Section 2.03(a). Such enforcement, including, without limitation, the legal prosecution of claims, termination of Sub-Servicing Agreements, and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Master Servicer shall pay the costs of such enforcement at its own expense, and shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement, to the extent, if any, that such recovery exceeds all amounts due in respect of the related Mortgage Loans or (ii) from a specific recovery of costs, expenses or attorneys' fees against the party against whom such enforcement is directed. Enforcement of the Mortgage Loan Purchase Agreement against the Seller shall be effected by the Master Servicer to the extent it is not the Seller, and otherwise by the Trustee, in accordance with the foregoing provisions of this paragraph.

ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS. Section 3.01 The SECTION 3.01. Master Servicer to act Act as Master Servicer; Accepted Servicing Standards. The Prior to the applicable Servicing Transfer Date, the parties hereto acknowledge that the Originator shall service and administer the Mortgage Loans on behalf of the Master Servicer and the Trustee and in the best interests of and for the benefit of the Certificateholders (as determined by the Originator in its reasonable judgment) in accordance with the terms of this Agreement, the Servicing Transfer Agreement, the respective Mortgage Loans and applicable law. Commencing on the applicable Servicing Transfer Date, the Master Servicer shall service and administer the Mortgage Loans on behalf of the Trustee and in the best interests of and for the benefit of the Certificateholders (as determined by the Master Servicer in its reasonable judgment) in accordance with the terms of this Agreement (collectively, the "Accepted Servicing Standards"), the respective Mortgage Loans and applicable law and, to the extent consistent with the Accepted Servicing Standards, service and administer the Mortgage Loans in the same manner in which it services and administers similar mortgage loans for its own portfolio, giving due consideration to customary and usual standards of practice of prudent mortgage lenders and loan servicers administering similar mortgage loans but without regard to: (i) any relationship that the Master Servicer, any Sub-Servicer or any Affiliate of the Master Servicer or any Sub-Servicer may have with the related Mortgagor; (ii) the ownership or non-ownership of any Certificate by the Master Servicer or any Affiliate of the Master Servicer; (iii) the Master Servicer's respective obligation to make P&I Advances or Servicing Advances; or (iv) the Master Servicer's or any Sub-Servicer's right to receive compensation for its services hereunder or with respect to any particular transaction. The parties hereto, and each Certificateholder by its acceptance of an interest in any Certificate, expressly acknowledges that the Master Servicer shall have no duties or obligations (whether express or implied) to, and shall not, service or master service the Mortgage Loans prior to the applicable Servicing Transfer Date (including, without limitation, the period from the Cut-off Date to the applicable Servicing Transfer Date), and the Master Servicer shall have no liability in any way relating to or arising out of the servicing or master servicing of the Mortgage Loans prior to the applicable Servicing Transfer Date. Notwithstanding any of the foregoing, as of the Cut-off Date, all servicing rights relating to or arising out of the Mortgage Loans, and all rights to receive Servicing Fees, servicing income and other payments made as compensation for such servicing shall be owned by EMC Mortgage Corporation until a servicing transfer is made pursuant to Article VII of this Agreement. To the extent consistent with the foregoing, the Master Servicer (a) shall seek to maximize the timely and complete recovery of principal and interest on the Mortgage Notes and (b) shall waive (or permit a Sub-Servicer to waive) a Prepayment Charge only under the following circumstances: (i) such waiver is standard and customary in servicing similar Mortgage Loans and (ii) such waiver would, in the respective states in which reasonable judgement of the Master Servicer, maximize recovery of total proceeds taking into account the value of such Prepayment Charge and the related Mortgaged Properties are located. In Mortgage Loan and, if such waiver is made in connection with a refinancing of the related Mortgage Loan, such refinancing is related to a default or a reasonably foreseeable default. Subject only to the servicing standards set forth in this Section 3.01 and administrationthe terms of this Agreement and of the respective Mortgage Loans, the Master Servicer shall have full power and authority, acting alone and/or or through subservicers Sub-Servicers as provided in Section 3.033.02, 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 toadministration which it may deem necessary or desirable. Without limiting the generality of the foregoing, the power Master Servicer in its own name or in the name of a Sub-Servicer is hereby authorized and authorityempowered by the Trustee when the Master Servicer believes it appropriate in its best judgment in accordance with the servicing standards set forth above, 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) upon written notice to consent to transfers of any related Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided herein), (iii) to collect any Insurance Proceeds and other Liquidation Proceeds or Subsequent Recoveries, and (iv) subject to Section 3.09, to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that the Master Servicer shall take 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 or the Trustee under this Agreement. Without limiting the generality of the foregoing, the Master Servicer, in its own name or in the name of the Trust, the Depositor or the Trustee, is hereby authorized and empowered by the Trust, 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 discharge, and all other comparable instruments, with respect to the Mortgage Loans, Loans and with respect to the Mortgaged Properties and to institute foreclosure proceedings or obtain a deed-in-lieu of foreclosure so as to convert the ownership of such properties, and to hold or cause to be held for the benefit title to such properties, on behalf of the Trustee and Certificateholders. The Master Servicer shall prepare service and administer the Mortgage Loans in accordance with applicable state and federal law and shall provide to the Mortgagors any reports required to be provided to them thereby. The Master Servicer shall also comply in the performance of this Agreement with all reasonable rules and requirements of each insurer under any standard hazard insurance policy. Subject to Section 3.17, the Trustee shall execute, at the written request of the Master Servicer, and deliver to the Depositor and/or Master Servicer and any Sub-Servicer any special or limited powers of attorney and other documents furnished to the Trustee such documents requiring execution and delivery by any or all of them as are the Master Servicer necessary or appropriate to enable the Master Servicer or any Sub-Servicer to service carry out their servicing and administer the Mortgage Loans. Upon receipt of such documents, the Depositor and/or administrative duties hereunder and the Trustee shall execute such documents and deliver them to not be liable for the actions of the Master ServicerServicer or any Sub- Servicers under such powers of attorney. In Subject to Section 3.09 hereof, in accordance with the standards of the first paragraph of this Section 3.01Accepted Servicing Standards, the Master Servicer shall advance or cause to be advanced funds as necessary for the purpose of effecting the timely payment of taxes and assessments on the Mortgaged Properties, which advances shall be Servicing Advances reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 4.033.09, and further as provided in Section 4.023.11. All costs Any cost incurred by the Master Servicer, if any, Servicer or by Sub-Servicers in effecting the timely payments payment of taxes and assessments on the a Mortgaged Properties and related insurance premiums Property shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balance under unpaid principal balance of the related Mortgage LoansLoan, notwithstanding that the terms of such Mortgage Loans Loan so permit. Notwithstanding anything in this Agreement to the contrary, the Master Servicer may not make any future advances with respect to a Mortgage Loan (except as provided in Section 4.03) and the Master Servicer shall not (i) permit any modification with respect to any Mortgage Loan that would change the Mortgage Rate, reduce or increase the principal balance (except for reductions resulting from actual payments of principal) or change the final maturity date on such Mortgage Loan or (ii) permit any modification, waiver or amendment of any term of any Mortgage Loan that would effect an exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or Treasury regulations promulgated thereunder). The Master Servicer may delegate its responsibilities under this Agreement; provided, however, that no such delegation shall release the Master Servicer from the responsibilities or liabilities arising under this Agreement.

ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS. Section 3.01 The Master Servicer 9.01. Company to act Act as Master a Servicer. The Master Servicer 89 (a) Commencing on the Closing Date, the Company shall service each Mortgage Loan in accordance with Accepted Servicing Practices. (b) The Company shall maintain an EDP containing all information and administer programming necessary to service the Mortgage Loans in accordance with customary Section 2.01(a) hereof. The Mortgage Loans shall be grouped on the Company's EDP to reflect the Trust Fund as the owner of the Mortgage Loans. (c) The Company may not waive, modify or vary any term of a Mortgage Note without the Depositor's prior written consent. The Company shall comply with all applicable federal, state and usual standards of practice of prudent mortgage loan servicers local legal and regulatory requirements (including laws, statutes, rules, regulations and ordinances) in the respective states in which the related Mortgaged Properties are located. In connection with such servicing and administrationthe modification of the Mortgage Note. (d) Notwithstanding anything herein to the contrary, the Company shall follow any reasonable directions given by the Trustee, the Master Servicer shall have full power and/or the Depositor with respect to the servicing of the Mortgage Loans. (e) With the exception of Ancillary Fees and authorityany other charges expressly permitted by the Mortgage Note and applicable law, acting alone and/or through subservicers as provided in Section 3.03, to do or cause to be done any the Company covenants and all things agrees that it may deem will not, without the prior written consent of the Sponsor, charge or collect from any Mortgagor, or trustee under a deed of trust, any fees of any kind including, but not limited to charges for amounts expended by the Company, regardless of the characterization of the fee or charge. (f) The Trustee agrees to execute such limited powers of attorney provided to it by the Company, in a form acceptable to it, as are necessary or desirable in and appropriate to assist the Company to carry out its servicing and administrative responsibilities under this Agreement. (g) In connection with its duties hereunder, in the event the Company requires an original of any document contained in a Mortgagor's file to service a Mortgage Loan, it shall submit a written request to the Trustee and the Trustee, or its Custodian, shall provide the original document to the Company within two (2) Business Days after receipt of the written request, provided that (a) as to any recorded document, the applicable recorder's office has returned the recorded document to the Company or (b) as to the original title insurance policy, the Company has received such servicing policy. When requesting a release of documents from the Trustee, the Company shall use the form attached hereto as Exhibit N. Notwithstanding the foregoing, the Company acknowledges and administrationagrees that the Sponsor maintains agreements with document custodians selected by it from time to time, pursuant to which such custodians maintain Mortgage Loan files on behalf of the Sponsor. The Company agrees to cooperate with such custodians and request from such custodians the documents and Mortgage Files required by the Company which are maintained by such custodians (with a copy of such request sent to the Sponsor). (h) The Company shall not, unless default by the related Mortgagor has occurred or is imminent, knowingly permit any modification, waiver or amendment of any material term of any Mortgage Loan (including but not limited toto the interest rate, the power and authorityprincipal balance, subject to the terms hereof (i) to execute and deliveramortization schedule, or any other term affecting the amount or timing of payments on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any related Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided herein), (iii) to collect any Insurance Proceeds and other Liquidation Proceeds or Subsequent Recoveries, and (iv) subject to Section 3.09, to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that the Master Servicer shall take 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 collateral therefor) unless the Depositor or the Trustee under this Agreement. Without limiting the generality of the foregoing, the Master Servicer, in its own name or in the name of the Trust, the Depositor or the Trustee, is hereby authorized and empowered by the Trust, the Depositor and the Trustee, when the Master Servicer believes it appropriate in its reasonable judgment, Company shall have provided to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any Securities Administrator and the Trustee an Opinion 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 Counsel in writing to the Mortgage Loanseffect that such modification, 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 any waiver or all of them as are necessary or appropriate to enable the Master Servicer to service and administer the Mortgage Loans. Upon receipt of such documents, the Depositor and/or the Trustee shall execute such documents and deliver them to the Master Servicer. In accordance with the standards of the first paragraph of this Section 3.01, the Master Servicer shall advance or amendment would not 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 4.03, and further as provided in Section 4.02. 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 Balance under the Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permitan Adverse REMIC Event.

ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS. Section 3.01 The Master Servicer to act as Master 5.01. Appointment of the Servicer. The Master Acting directly or through one or more Subservicers as provided in Section 5.02, the Servicer shall service and administer the Mortgage Loans on behalf of the Trustee and in the best interests of and for the benefit of the holders of Certificates [and the Certificate Insurer] in accordance with customary this Agreement and usual standards the terms of practice of prudent mortgage loan servicers in the respective states in which the related Mortgaged Properties are located. In connection with such servicing Mortgage Loans, and administrationAccepted Servicing Practices, the Master Servicer and shall have full power and authority, acting alone and/or through subservicers as provided in Section 3.03alone, to do or cause to be done any and all things that in connection with such servicing and administration which it may deem necessary or desirable in connection with such servicing and administration, including but not limited without regard to, the power and authority, subject to the terms hereof : (i) to execute and deliverany relationship that the Servicer, on behalf any Subservicer or any Affiliate of the Certificateholders and Servicer or any Subservicer may have with the Trustee, customary consents or waivers and other instruments and documents, related Mortgagor; (ii) to consent to transfers the ownership of any related Mortgaged Property Certificate by the Servicer or any Affiliate of the Servicer; (iii) the Servicer's obligation to make Periodic Advances or Servicing Advances; or (iv) the Servicer's or any Subservicer's right to receive compensation for its services hereunder or with respect to any particular transaction. Subject to Section 5.02 hereof, the Servicer may, and assumptions is hereby authorized to, perform any of its servicing responsibilities with respect to all or certain of the Mortgage Notes and related Mortgages (Loans through a Subservicer as it may from time to time designate, but only in no such designation of a Subservicer shall serve to release the manner provided herein), (iii) to collect Servicer from any Insurance Proceeds and other Liquidation Proceeds or Subsequent Recoveries, and (iv) subject to Section 3.09, to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that the Master Servicer its obligations under this Agreement. Such Subservicer shall take no action that is inconsistent with or prejudices the interests of the Trust Fund or the Certificateholders in any Mortgage Loan or have the rights and interests powers of the Depositor or the Trustee Servicer which have been delegated to such Subservicer with respect to such Mortgage Loans under this Agreement; PROVIDED, HOWEVER, the Servicer shall remain primarily liable for all duties and obligations of the Servicer hereunder. Without limiting the generality of the foregoing, but subject to Sections 5.12 and 5.13, the Master Servicer, Servicer in its own name or in the name of the Trust, the Depositor or the Trustee, a Subservicer is hereby authorized and empowered by the Trust, 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 Depositoritself, the Certificateholders 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 Properties, (ii) to institute foreclosure proceedings or obtain a deed in lieu of foreclosure so as to effect ownership of any Mortgaged Property in the benefit name of the CertificateholdersServicer 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 [; PROVIDED, HOWEVER, that to the extent any instrument described in clause (i) preceding would be delivered by the Servicer outside of its usual procedures for Mortgage Loans held in its own portfolio the Servicer shall, prior to executing and delivering such instrument, obtain the prior written consent of the Certificate Insurer]. The Master Servicer shall prepare and deliver Trustee hereby grants to the Depositor and/or Servicer, and this Agreement shall constitute, a power of attorney to execute all documents on its behalf under this Agreement as may be necessary or desirable to effectuate the provisions of this paragraph; PROVIDED, HOWEVER, that instruments of satisfaction, cancellation, release or discharge shall only be executed with respect to Mortgage Loans paid in full or foreclosed (or with respect to which payment in full has been escrowed). Revocation of the power of attorney created by the preceding sentence shall take effect upon (i) the receipt by the Servicer of written notice thereof from the Trustee, (ii) an Event of Default or (iii) the termination of the Trust Fund. 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 5.12 and 5.13, the Trustee shall, if necessary, execute additional powers of attorney to the Servicer or any Subservicer and furnish them with any other documents as the Servicer or such documents requiring execution and delivery by any or all of them as are necessary or appropriate Subservicer shall reasonably request to enable the Master Servicer and such Subservicer to service carry out their respective servicing and administer administrative duties hereunder. Upon the request of the Trustee, the Servicer shall send to the Trustee [and, if requested by the Certificate Insurer, the Certificate Insurer,] the details concerning the servicing of the Mortgage LoansLoans on computer generated tape, diskette or other machine readable format which is mutually agreeable. Upon receipt of such documents, the Depositor and/or The Servicer shall give prompt written notice to the Trustee shall execute such documents [and deliver them the Certificate Insurer] of any action, of which the Servicer has actual knowledge, to (i) assert a claim against the Master ServicerTrust Fund or (ii) assert jurisdiction over the Trust Fund. In accordance Servicing Advances incurred by the Servicer or any Subservicer in connection with the standards servicing of the first paragraph of this Section 3.01, the Master Servicer shall advance or cause to be advanced funds as necessary for the purpose of effecting Mortgage Loans (including any penalties in connection with the payment of any taxes and assessments or other charges) on the any Mortgaged Properties, which advances Property shall be reimbursable in recoverable by the first instance from related collections from Servicer or such Subservicer to the Mortgagors pursuant to Section 4.03, and further as extent provided in Section 4.02. 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 Balance under the Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit5.21(b) hereof.

ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS. Section 3.01 4.01. The Master Servicer to act Act as Master Servicer. The Master Servicer Servicer, as independent contract servicer, shall service and administer the Mortgage Loans in accordance with customary this Agreement and usual standards of practice of prudent mortgage loan servicers in the respective states in which the related Mortgaged Properties are located. In connection with such servicing Accepted Servicing Practices, and administration, the Master Servicer shall have full power and authority, acting alone and/or through subservicers as provided in Section 3.03alone, 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 toadministration which the Servicer may deem necessary or desirable and consistent with the terms of this Agreement and with Accepted Servicing Practices. The Servicer shall service and administer the Mortgage Loans through the exercise of the same care that it customarily employs for its own account. Consistent with the terms of this Agreement, the power and authorityServicer may waive, subject to the terms hereof (i) to execute and deliver, on behalf modify or vary any term of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any related Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided herein), (iii) to collect any Insurance Proceeds and other Liquidation Proceeds or Subsequent Recoveries, and (iv) subject to Section 3.09, to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that the Master Servicer shall take no action that is inconsistent with or prejudices the interests of the Trust Fund or the Certificateholders in any Mortgage Loan or consent to the rights postponement of any such term or in any manner grant indulgence to any Mortgagor if in the Servicer’s reasonable and interests prudent determination such waiver, modification, postponement or indulgence is not materially adverse to the Purchaser, provided, however, that unless the Servicer has obtained the prior written consent of the Depositor Purchaser, the Servicer shall not permit any modification with respect to any Mortgage Loan that would change the Mortgage Interest Rate, forgive the payment of principal or interest, reduce or increase the Trustee under this Agreementoutstanding principal balance (except for actual payments of principal) or change the final maturity date on such Mortgage Loan. In the event of any such modification which has been agreed to in writing by the Purchaser and which permits the deferral of interest or principal payments on any Mortgage Loan, the Servicer shall, on the Business Day immediately preceding the Remittance Date in any month in which any such principal or interest payment has been deferred, deposit in the Custodial Account from its own funds, in accordance with Section 4.04, the difference between (a) the otherwise scheduled Monthly Payment and (b) the amount paid by the Mortgagor. The Servicer shall be entitled to reimbursement for such advances to the same extent as for all other advances pursuant to Section 4.05. Without limiting the generality of the foregoing, the Master ServicerServicer shall continue, in its own name or in the name of the Trust, the Depositor or the Trustee, and is hereby authorized and empowered by the Trust, the Depositor and the Trustee, when the Master Servicer believes it appropriate in its reasonable judgmentempowered, to prepare, 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 release, discharge and all other comparable instruments, with respect to the Mortgage Loans, Loans and with respect to the Mortgaged Properties held Properties. Notwithstanding anything herein to the contrary, the Servicer may not enter into a forbearance agreement or similar arrangement with respect to any Mortgage Loan which runs more than 180 days after the first delinquent Due Date. Any such agreement shall be approved by any applicable holder of a Primary Mortgage Insurance Policy or LPMI Policy, if required. The Servicer is authorized and empowered by the Purchaser, in its own name, when the Servicer believes it appropriate in its reasonable 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 Purchaser, 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 benefit of Purchaser and its successors and assigns. Unless a different time period is stated in this Agreement, the CertificateholdersPurchaser shall be deemed to have given consent in connection with a particular matter if the Purchaser does not affirmatively grant or deny consent within five (5) Business Days from the date the Purchaser receives a second written request for consent for such matter from the Servicer. The Master Servicer shall prepare accurately and deliver fully report its borrower credit files related to the Depositor and/or the Trustee such documents requiring execution and delivery by any or all of them as are necessary or appropriate to enable the Master Servicer to service and administer the Mortgage Loans. Upon receipt of such documents, the Depositor and/or the Trustee shall execute such documents and deliver them to the Master Servicer. In accordance with the standards of the first 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 4.03, and further as provided in Section 4.02. 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 Balance under the Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permitto Equifax, Transunion and Experian in a timely manner.

ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS. Section 3.01 The Master Servicer to act as Master Servicer. The Master Servicer shall service and administer the Mortgage Loans in accordance with customary the terms of this Agreement and the respective Mortgage Loans, shall follow such practices and procedures as it shall deem necessary or advisable and as shall be normal and usual standards of practice of prudent in its general mortgage loan servicers in the respective states in which the related Mortgaged Properties are located. In connection with such servicing activities, and administration, the Master Servicer shall have full power and authority, acting alone and/or or through subservicers as provided in Section 3.03, 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 related Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided herein), (iii) to collect any Insurance Proceeds and other Liquidation Proceeds or Subsequent Recoveries, and (iv) subject to Section 3.09, to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that the Master Servicer shall take 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 or the Trustee under this Agreement. Without limiting the generality of the foregoing, the Master Servicer, in its own name or in the name of the Trust, the Depositor or the Trustee, is hereby authorized and empowered by the Trust, 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 any or all of them as are necessary or appropriate to enable the Master Servicer to service and administer the Mortgage Loans. Upon receipt of such documents, the Depositor and/or the Trustee shall execute such documents and deliver them to the Master Servicer. The 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 a subservicer, when the Servicer or a 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. Any expenses incurred in connection with the actions described in the preceding sentence shall be borne by the Servicer with no right of reimbursement; provided, that if, as a result of MERS discontinuing or becoming unable to continue operations in connection with the MERS System, it becomes necessary to remove any Mortgage Loan from registration on the MERS System and to arrange for the assignment of the related Mortgages to the Trustee, then any related expenses shall be reimbursable to the Servicer. In accordance with the standards of the first 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 4.035.03, and further as provided in Section 4.025.02. 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 Balance under the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit.

ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS. Section 3.01 SECTION 5.01 The Master Servicer Seller to act Act as Master Servicer. The Master Servicer Seller, as independent contract servicer, shall service and administer the Mortgage Loans in accordance with customary this Agreement and usual standards of practice of prudent mortgage loan servicers in the respective states in which the related Mortgaged Properties are located. In connection with such servicing Accepted Servicing Practices, and administration, the Master Servicer shall have full power and authority, acting alone and/or or through subservicers as provided in Section 3.03or agents, 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 the Seller may deem necessary or desirable and consistent with the terms of this Agreement and with Accepted Servicing Practices. The Seller shall service and administer the Mortgage Loans through the exercise of the same care that it customarily employs for its own account. The Seller may perform its servicing responsibilities through agents or independent contractors, including but shall not thereby be released from any of its responsibilities hereunder. Notwithstanding anything to the contrary, the Seller may delegate any of its duties under this Agreement to one or more of its affiliates without regard to any of the requirements of this Section; provided, however, that the Seller shall not be released from any of its responsibilities hereunder by virtue of such delegation. Except as set forth in this Agreement, the Seller shall service the Mortgage Loans in compliance with the servicing provisions of the Xxxxxx Xxx Guides (special servicing option), which include, but are not limited to, provisions regarding the power liquidation of Mortgage Loans, the collection of Mortgage Loan payments, the payment of taxes, insurance and authorityother charges, subject the maintenance of hazard insurance with a Qualified Insurer, the maintenance of mortgage impairment insurance, the maintenance of fidelity bond and errors and omissions insurance, inspections, the restoration of Mortgaged Property, the maintenance of Primary Mortgage Insurance Policies, insurance claims, the title, management of REO Property, permitted withdrawals with respect to REO Property, liquidation reports, and reports of foreclosures and abandonments of Mortgaged Property, the transfer of Mortgaged Property, the release of Mortgage Files, annual statements, and examination of records and facilities. In the event of any conflict, inconsistency or discrepancy between any of the servicing provisions of this Agreement and any of the servicing provisions of the Xxxxxx Mae Guides, the provisions of this Agreement shall control and be binding upon the Purchaser and the Seller. Consistent with the terms hereof (i) to execute and deliverof this Agreement, on behalf the Seller may waive, modify or vary any term of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any related Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided herein), (iii) to collect any Insurance Proceeds and other Liquidation Proceeds or Subsequent Recoveries, and (iv) subject to Section 3.09, to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that the Master Servicer shall take no action that is inconsistent with or prejudices the interests of the Trust Fund or the Certificateholders in any Mortgage Loan or consent to the rights postponement of any such term or in any manner grant indulgence to any Mortgagor if in the Seller’s reasonable and interests prudent determination such waiver, modification, postponement or indulgence is not materially adverse to the Purchaser, provided, however, that unless the Mortgagor is in default with respect to the Mortgage Loan, or such default is, in the judgment of the Depositor Seller, reasonably foreseeable, or the Trustee under this AgreementSeller has obtained the prior written consent of the Purchaser, the Seller shall not permit any modification with respect to any Mortgage Loan that would change the Mortgage Interest Rate, forgive the payment of any principal or interest, reduce or increase the outstanding principal balance (except for actual payments of principal), make any future advances or extend the final maturity date, as the case may be, with respect to such Mortgage Loan. In the event of any such modification that permits the deferral of interest or principal payments on any Mortgage Loan, the Seller shall, on the Business Day immediately preceding the Remittance Date in any month in which any such principal or interest payment has been deferred, deposit in the Custodial Account from its own funds, in accordance with Section 4.04, the difference between (a) the otherwise scheduled Monthly Payment and (b) the amount paid by the Mortgagor. The Seller shall be entitled to reimbursement for such advances to the same extent as for all other advances pursuant to Section 4.05. Without limiting the generality of the foregoing, the Master ServicerSeller shall continue, in its own name or in the name of the Trust, the Depositor or the Trustee, and is hereby authorized and empowered by the Trust, the Depositor and the Trustee, Purchaser when the Master Servicer Seller believes it appropriate and reasonable in its reasonable best judgment, to prepare, 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 release, discharge and all other comparable instruments, with respect to the Mortgage Loans, Loans and with respect to the Mortgaged Properties held for and to institute foreclosure proceedings or obtain a deed-in-lieu of foreclosure so as to convert 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 any or all of them as are necessary or appropriate to enable the Master Servicer to service and administer the Mortgage Loans. Upon receipt ownership of such documentsproperties, the Depositor and/or the Trustee shall execute such documents and deliver them to the Master Servicer. In accordance with the standards of the first paragraph of this Section 3.01, the Master Servicer shall advance hold or cause to be advanced funds held title to such properties, on behalf of the Purchaser pursuant to the provisions of Section 4.13. Notwithstanding anything herein to the contrary, the Seller may not enter into a forbearance agreement or similar arrangement with respect to any Mortgage Loan which runs more than 180 days after the first delinquent Due Date without the prior consent of the Purchaser. Any such agreement shall be approved by any applicable holder of a Primary Mortgage Insurance Policy, if required. The Seller is authorized and empowered by the Purchaser, in its own name, when the Seller believes it appropriate in its reasonable 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 Purchaser, 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 necessary nominee for the purpose of effecting the payment of taxes Purchaser and assessments on the Mortgaged Properties, which advances its successors and assigns. The Seller shall be reimbursable in the first instance from accurately and fully report its borrower credit files related collections from the Mortgagors pursuant to Section 4.03, and further as provided in Section 4.02. 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 Balance under the Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permitto Equifax, Transunion and Experian in a timely manner.