Common use of Duties of the Master Servicer; Enforcement of Servicer’s and Master Servicer’s Obligations Clause in Contracts

Duties of the Master Servicer; Enforcement of Servicer’s and Master Servicer’s Obligations. (a) The Master Servicer, on behalf of the Trustee and the Certificateholders shall, from and after the Closing Date, monitor the performance of the Servicers and the Servicing Administrator under the Servicing Agreements. In performing its obligations hereunder, the Master Servicer shall act in a manner consistent with Accepted Master Servicing Practices. Furthermore, the Master Servicer shall consult with each Servicer and the Servicing Administrator as necessary from time to time to carry out the Master Servicer’s obligations hereunder, shall receive and review all reports, information and other data provided to the Master Servicer by each Servicer and shall enforce the obligation of each Servicer and the Servicing Administrator duly and punctually to perform and observe the covenants, duties, obligations and conditions to be performed or observed by such Servicer or the Servicing Administrator under the related Servicing Agreement. The Master Servicer shall independently and separately monitor each Servicer’s servicing activities and the activities of the Servicing Administrator with respect to each related Mortgage Loan in respect of the provisions of the applicable Servicing Agreement, reconcile the reports and other data provided to the Master Servicer pursuant to the previous sentence on a monthly basis based on the Mortgage Loan data provided to the Master Servicer by or on behalf of the Depositor on the Closing Date (upon which data the Master Servicer shall be entitled to rely and with respect to which the Master Servicer shall have no obligation to confirm or verify) and coordinate corrective adjustments to the records of each Servicer and the Master Servicer, and based on such reconciled and corrected information, the Master Servicer shall provide such information to the Securities Administrator as shall be necessary in order for it to prepare the statements specified in Section 4.02, and prepare any other information and statements required to be forwarded by the Master Servicer hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of each Servicer to the DistributionMaster Servicer Collection Account pursuant to the related Servicing Agreement. The Master Servicer shall, in accordance with each Servicing Agreement, oversee matters relating to the servicing of defaulted Mortgage Loans, including approving certain Mortgage Loan modifications, reviewing environmental reports related to foreclosed Mortgage Properties to determine whether to proceed with a foreclosure, approving certain actions relating to the management of REO Property and approving the release of the original borrower of a Mortgage Loan in connection with Mortgage Loan assumptions. The Master Servicer shall not approve any modification of a Mortgage Loan to extend the maturity date of such Mortgage Loan past the Latest Possible Maturity Date of the Certificates. In its review of the activities of any Servicer and the Servicing Administrator, the Master Servicer may rely upon an Officer’s Certificate of such Servicer or the Servicing Administrator (or similar document signed by an officer of such Servicer or the Servicing Administrator), and such Servicer’s or the Servicing Administrator’s Assessment of Compliance and related Accountant’s Attestation or other accountants’ report provided to the Master Servicer pursuant to the related Servicing Agreement, with regard to such Servicer’s or the Servicing Administrator’s compliance with the terms of its Servicing Agreement. Subject to Section 9.08, the Master Servicer shall not be responsible or liable for the day-to-dayday-to-day servicing activities of any Servicer or for any unlawful act or omission, breach, negligence, fraud, willful misconduct or bad faith of any Servicer. Upon the occurrence of an event that, unless cured, would constitute grounds for termination of a Servicer under the related Servicing Agreement, the Master Servicer shall promptly notify the Trustee and the Depositor thereof, and shall specify in such notice the action, if any, the Master Servicer is taking in respect of such default. So long as any such event of default shall be continuing, the Master Servicer may, and shall, if it determines such action to be in the best interests of Certificateholders, (i) terminate all of the rights and powers of such Servicer pursuant to the applicable provisions of the Servicing Agreement; (ii) exercise any rights it may have to enforce the Servicing Agreement against such Servicer; and/or (iii) waive any such default under the Servicing Agreement or take any other action with respect to such default as is permitted thereunder. Notwithstanding the immediately preceding sentence, if the event of default is the failure of a Servicer or the Servicing Administrator to remit any payment required to be made under the terms of the applicable Servicing Agreement, and such failure continues unremedied for the duration of the applicable grace period, then the Master Servicer shall terminate all of the rights and powers of such Servicer or the Servicing Administrator pursuant to the applicable provisions of the related Servicing Agreement, unless any waiver described under Section 6.16 shall have been obtained; provided that, upon the occurrence of such an event of default by the Servicing Administrator, the Master Servicer may, at its option, terminate all of the rights and powers of Cenlar FSB pursuant to the Cenlar FSB Servicing Agreement unless such a waiver has been obtained. (b) Upon any termination by the Master Servicer of the rights and powers of a Servicer or the Servicing Administrator pursuant to the related Servicing Agreement, the rights and powers of the Servicer or the Servicing Administrator with respect to the related Mortgage Loans shall vest in the Master Servicer and the Master Servicer shall be the successor in all respects to such Servicer or the Servicing Administrator in its capacity as Servicer or Servicing Administrator with respect to such Mortgage Loans under the related Servicing Agreement, unless or until the Master Servicer shall have appointed, with the consent of the Trustee, such consent not to be unreasonably withheld, a successor to the Servicer or the Servicing Administrator; provided that, with respect to the appointment of a successor servicer, in accordance with the applicable provisions of the related Servicing Agreement, such successor servicer shall be a Xxxxxx Xxx- or Xxxxxxx Mac-approved Person that is a member in good standing of MERS; provided, further, that no Trustee consent shall be required if the successor servicer or successor servicing administrator is a Person that was a Servicer on the Closing Date; provided, further, that it is understood and agreed by the parties hereto that there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to a successor servicer or a successor servicing administrator (including the Master Servicer). Upon appointment of a successor servicer or successor servicing administrator, as authorized under this Section 9.01(b), unless the successor servicer or successor servicing administrator shall have assumed the obligations of the terminated Servicer or the terminated Servicing Administrator, as applicable, under such Servicing Agreement, the Master Servicer, the Trustee and such successor servicer shall enter into a servicing agreement in a form substantially similar to the affected Servicing Agreement or into an agreement with such successor servicing administrator in a form mutually agreed upon by the parties thereto. In connection with any such appointment, the Master Servicer may make such arrangements for the compensation of such successor servicer or successor servicing administrator as it and such successor shall agree. The Master Servicer in its sole discretion shall have the right to agree to compensation of a successor servicer in excess of that permitted to a Servicer under the Servicing Agreements if such increase is, in its good faith and judgment, necessary or advisable to engage a successor servicer. Notwithstanding anything herein to the contrary, in no event shall the Master Servicer be liable for any Servicing Fee or for any differential between the amount of the Servicing Fee paid to the original servicer and the amount necessary to induce any successor servicer to act as successor servicer hereunder. To the extent the successor servicer assumes the obligations of the terminated Servicer under the applicable Servicing Agreement, the Master Servicer may amend such Servicing Agreement to effect such change to the Servicing Fee without the consent of the Certificateholders. The Master Servicer shall pay the costs of such enforcement (including the termination of any Servicer or the Servicing Administrator, the appointment of a successor servicer or successor servicing administrator or the transfer and assumption of the servicing or the servicing administration by the Master Servicer) at its own expense and shall be reimbursed therefor initially (i) by the terminated Servicer or terminated Servicing Administrator, as applicable, (ii) from a general recovery resulting from such enforcement only to the extent, if any, that such recovery exceeds all amounts due in respect of the related Mortgage Loans, (iii) from a specific recovery of costs, expenses or attorney’s fees against the party against whom such enforcement is directed, or (iv) to the extent that such amounts described in (i)-(iii) above are not received by the Master Servicer within 30 days of the Master Servicer’s request for reimbursement therefor, from the Trust Fund, as provided in Section 9.04. To the extent the Master Servicer recovers amounts described in (i)-(iii) above subsequent to its reimbursement from the Trust Fund pursuant to (iv) above, then the Master Servicer promptly will reimburse such amounts to the Trust Fund. If the Master Servicer assumes the servicing or servicing administration with respect to any of the Mortgage Loans, it will not assume liability for the representations and warranties of any Servicer or the Servicing Administrator being replaced or for the errors or omissions of such Servicer or the Servicing Administrator. (c) Upon any termination of the rights and powers of any Servicer or the Servicing Administrator pursuant to the applicable Servicing Agreement, the Master Servicer shall promptly notify the Trustee, the Securities Administrator and each Rating Agency through the Rule 17g-5 Information Provider, specifying in such notice that the Master Servicer or any successor servicer or successor servicing administrator, as the case may be, has succeeded the Servicer or the Servicing Administrator, as applicable, under the related Servicing Agreement, which notice shall also specify the name and address of any such successor servicer or successor servicing administrator.

Duties of the Master Servicer; Enforcement of Servicer’s and Master Servicer’s Obligations. (a) The Master Servicer, on behalf of the Trustee Trustee, the Securities Administrator, the Depositor and the Certificateholders shallCertificateholders, from and after the Closing Date, shall monitor the performance of the Servicers and the Servicing Administrator under the Servicing Agreements. In performing , and (except as set forth below) shall use its obligations hereunder, reasonable good faith efforts to cause the Master Servicer shall act in a manner consistent with Accepted Master Servicing Practices. Furthermore, the Master Servicer shall consult with each Servicer and the Servicing Administrator as necessary from time Servicers to time to carry out the Master Servicer’s obligations hereunder, shall receive and review all reports, information and other data provided to the Master Servicer by each Servicer and shall enforce the obligation of each Servicer and the Servicing Administrator duly and punctually to perform their duties and observe the covenants, duties, obligations and conditions to be performed or observed by such Servicer or the Servicing Administrator under the related Servicing Agreement. The Master Servicer shall independently and separately monitor each Servicer’s servicing activities and the activities of the Servicing Administrator with respect to each related Mortgage Loan in respect of the provisions of the applicable Servicing Agreement, reconcile the reports and other data provided to the Master Servicer pursuant to the previous sentence on a monthly basis based on the Mortgage Loan data provided to the Master Servicer by or on behalf of the Depositor on the Closing Date (upon which data the Master Servicer shall be entitled to rely and with respect to which the Master Servicer shall have no obligation to confirm or verify) and coordinate corrective adjustments to the records of each Servicer and the Master Servicer, and based on such reconciled and corrected information, the Master Servicer shall provide such information to the Securities Administrator as shall be necessary in order for it to prepare the statements specified in Section 4.02, and prepare any other information and statements required to be forwarded by the Master Servicer hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of each Servicer to the DistributionMaster Servicer Collection Account pursuant to the related Servicing Agreement. The Master Servicer shall, in accordance with each Servicing Agreement, oversee matters relating to the servicing of defaulted Mortgage Loans, including approving certain Mortgage Loan modifications, reviewing environmental reports related to foreclosed Mortgage Properties to determine whether to proceed with a foreclosure, approving certain actions relating to the management of REO Property and approving the release of the original borrower of a Mortgage Loan in connection with Mortgage Loan assumptions. The Master Servicer shall not approve any modification of a Mortgage Loan to extend the maturity date of such Mortgage Loan past the Latest Possible Maturity Date of the Certificates. In its review of the activities of any Servicer and the Servicing Administrator, the Master Servicer may rely upon an Officer’s Certificate of such Servicer or the Servicing Administrator (or similar document signed by an officer of such Servicer or the Servicing Administrator), and such Servicer’s or the Servicing Administrator’s Assessment of Compliance and related Accountant’s Attestation or other accountants’ report provided to the Master Servicer pursuant to the related Servicing Agreement, with regard to such Servicer’s or the Servicing Administrator’s compliance with the terms of its Servicing Agreement. Subject to Section 9.08, the Master Servicer shall not be responsible or liable for the day-to-dayday-to-day servicing activities of any Servicer or for any unlawful act or omission, breach, negligence, fraud, willful misconduct or bad faith of any Servicerthereunder. Upon the occurrence of an event that, unless cured, would constitute grounds for termination of a Servicer Event of Default of which a Responsible Officer of the Master Servicer has actual knowledge under the related a Servicing Agreement, the Master Servicer shall promptly notify the Securities Administrator and Trustee and the Depositor thereof, and shall specify in such notice the action, if any, the Master Servicer is taking plans to take in respect of such default. So long as any such event of default shall be continuing, the Master Servicer may, and shall, if it determines such action to be in the best interests of Certificateholders, may (i) terminate all of the rights and powers of such Servicer pursuant to the applicable provisions of the Servicing Agreement; (ii) exercise any rights it may have to enforce the Servicing Agreement against such Servicer; and/or (iii) waive any such default under the Servicing Agreement in accordance with Section 7.01 hereof or (iv) take any other action with respect to such default as is permitted thereunder. Notwithstanding the immediately preceding sentenceExcept as set forth in Section 4.06 hereof, if the event of default is the failure of a Servicer or the Servicing Administrator to remit any payment required to be made under the terms of the applicable Servicing Agreement, and such failure continues unremedied for the duration of the applicable grace period, then the Master Servicer shall terminate all have no duty to supervise any Servicer’s activities related to the servicing or administration of the rights and powers of such Servicer defaulted or delinquent Mortgage Loans or the Servicing Administrator pursuant to the applicable provisions management and disposition of the related Servicing Agreement, unless any waiver described under Section 6.16 shall have been obtained; provided that, upon the occurrence of such an event of default by the Servicing Administrator, the Master Servicer may, at its option, terminate all of the rights and powers of Cenlar FSB pursuant to the Cenlar FSB Servicing Agreement unless such a waiver has been obtainedREO Properties. (b) Upon any termination by the Master Servicer of the rights and powers of a Servicer or the Servicing Administrator pursuant to the related Servicing Agreement, the rights and powers of the Servicer or the Servicing Administrator with respect to the related Mortgage Loans shall vest in the Master Servicer and the Master Servicer shall be the successor in all respects to such Servicer or the Servicing Administrator in its capacity as Servicer or Servicing Administrator with respect to such Mortgage Loans under the related Servicing Agreement, unless or until the Master Servicer shall have appointed, with the consent of the Trustee, such consent not to be unreasonably withheld, a successor to the Servicer or the Servicing Administrator; provided that, with respect to the appointment of a successor servicer, in accordance with the applicable provisions of the related Servicing Agreement, such successor servicer shall be a Xxxxxx Xxx- or Xxxxxxx Mac-approved Person that is a member in good standing of MERS; provided, further, that no Trustee consent shall be required if the successor servicer or successor servicing administrator is a Person that was a Servicer on the Closing Date; provided, further, that it is understood and agreed by the parties hereto that there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to a successor servicer or a successor servicing administrator (including the Master Servicer). Upon appointment of a successor servicer or successor servicing administrator, as authorized under this Section 9.01(b), unless the successor servicer or successor servicing administrator shall have assumed the obligations of the terminated Servicer or the terminated Servicing Administrator, as applicable, under such Servicing Agreement, the Master Servicer, the Trustee and such successor servicer shall enter into a servicing agreement in a form substantially similar to the affected Servicing Agreement or into an agreement with such successor servicing administrator in a form mutually agreed upon by the parties thereto. In connection with any such appointment, the Master Servicer may make such arrangements for the compensation of such successor servicer or successor servicing administrator as it and such successor shall agree. The Master Servicer in its sole discretion shall have the right to agree to compensation of a successor servicer in excess of that permitted to a Servicer under the Servicing Agreements if such increase is, in its good faith and judgment, necessary or advisable to engage a successor servicer. Notwithstanding anything herein to the contrary, in no event shall the Master Servicer be liable for any Servicing Fee or for any differential between the amount of the Servicing Fee paid to the original servicer and the amount necessary to induce any successor servicer to act as successor servicer hereunder. To the extent the successor servicer assumes the obligations of the terminated Servicer under the applicable Servicing Agreement, the Master Servicer may amend such Servicing Agreement to effect such change to the Servicing Fee without the consent of the Certificateholders. The Master Servicer shall pay the costs of such enforcement monitoring the Servicers as required hereunder (including the costs associated with (i) termination of any Servicer or the Servicing Administrator, (ii) the appointment of a successor servicer and shall, to the extent permitted by the related Servicing Agreement, seek reimbursement therefor initially from the terminated Servicer. In the event the full costs associated with the transition of servicing responsibilities to the Master Servicer are not paid for by the predecessor Servicer or successor servicing administrator or the transfer and assumption of the servicing or the servicing administration by servicer (provided that such successor Servicer is not the Master Servicer) at its own expense and shall ), the Master Servicer may be reimbursed therefor initially (i) by the terminated Servicer or terminated Servicing Administrator, as applicable, (ii) from a general recovery resulting from such enforcement only to the extent, if any, that such recovery exceeds all amounts due in respect Trust for out of the related Mortgage Loans, (iii) from a specific recovery of costs, expenses or attorney’s fees against the party against whom such enforcement is directed, or (iv) to the extent that such amounts described in (i)-(iii) above are not received pocket costs incurred by the Master Servicer within 30 days associated with any such transfer of the Master Servicer’s request for reimbursement therefor, servicing duties from the Trust Fund, as provided in Section 9.04. To the extent the Master a Servicer recovers amounts described in (i)-(iii) above subsequent to its reimbursement from the Trust Fund pursuant to (iv) above, then the Master Servicer promptly will reimburse such amounts to the Trust Fund. If the Master Servicer assumes the servicing or servicing administration with respect to any of the Mortgage Loans, it will not assume liability for the representations and warranties of any Servicer or the Servicing Administrator being replaced or for the errors or omissions of such Servicer or the Servicing Administratorother successor servicer. (c) Upon any termination None of the Depositor, the Securities Administrator nor the Trustee shall consent to the assignment by any Servicer of such Servicer’s rights and powers obligations under the related Servicing Agreement without the prior written consent of the Master Servicer, which consent shall not be unreasonably withheld. (d) The Master Servicer shall not assume liability for any Servicer Servicer’s representations and warranties if it becomes a successor servicer. (e) On or the Servicing Administrator pursuant prior to the applicable Servicing AgreementClosing Date, the Master Servicer shall promptly notify deliver to the TrusteeDepositor a certification in the form of Exhibit J attached hereto specifying the items it will address in its assessment of compliance with the servicing criteria under this Section 8.01. On or before March 15 of each year, commencing in March 2007, the Master Servicer, at its own expense, shall furnish, and shall cause any Servicing Function Participant engaged by it to furnish, each at its own expense, to the Securities Administrator and the Depositor, an assessment of compliance with the Relevant Servicing Criteria that contains (i) a statement by such party of its responsibility for assessing compliance with the Servicing Criteria, (ii) a statement that such party used the Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (iii) such party’s assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 3.02(e), including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (iv) a statement that a registered public accounting firm has issued an attestation report on such party’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. No later than the end of each fiscal year for the Trust for which a 10-K is required to be filed, the Master Servicer shall forward to the Securities Administrator the name of each Servicing Function Participant engaged by it and what Relevant Servicing Criteria will be addressed in the report on assessment of compliance prepared by such Servicing Function Participant. When the Master Servicer and the Trustee (or any Servicing Function Participant engaged by them) submits its assessment to the Securities Administrator, such parties will also at such time include the assessment and attestation pursuant to Section 8.01(f) and 11.01(d) of each Servicing Function Participant engaged by it. Promptly after receipt of each such report on assessment of compliance, (i) the Depositor shall review each such report and, if applicable, consult with the Master Servicer, the Securities Administrator and any Servicing Function Participant engaged by such parties as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by each Rating Agency through such party, and (ii) the Rule 17g-5 Information ProviderSecurities Administrator shall confirm that the assessments, specifying taken as a whole, address all of the Servicing Criteria and, taken individually, address the Relevant Servicing Criteria for each party as set forth on Exhibit J and on any similar exhibit set forth in each Servicing Agreement in respect of the applicable Servicer and notify the Depositor of any exceptions. None of such parties shall be required to deliver any such assessments until April 15 in any given year so long as such party has received written confirmation from the Depositor that a Form 10-K is not required to be filed in respect of the Trust for the preceding calendar year. The Master Servicer shall enforce any obligation of a Servicer (and the applicable Servicing Agreement will provide that each Servicer shall enforce any obligations of an Additional Servicer engaged by such Servicer), to the extent set forth in the related Servicing Agreement (or, in the case of an Additional Servicer, such applicable agreement), to deliver to the Master Servicer an annual report on assessment of compliance within the time frame set forth in, and in such notice that form and substance as may be required pursuant to, the related Servicing Agreement (or, in the case of an Additional Servicer, such applicable agreement). The Master Servicer shall include such annual report on assessment of compliance with its own assessment of compliance to be submitted to the Securities Administrator pursuant to this Section 8.01. (f) On or before March 15 of each calendar year, commencing in March 2007, the Master Servicer, at its own expense, shall cause, and shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer or any successor servicer or successor servicing administratorsuch other Servicing Function Participants, as the case may be) that is a member of the American Institute of Certified Public Accountants to furnish a report to the Securities Administrator and the Depositor (and, in the case of any other Servicing Function Participant, the Master Servicer) to the effect that (i) it has succeeded obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. Promptly after receipt of such report from the Master Servicer or any Servicing Function Participant engaged by the Master Servicer, (i) the Depositor shall review the report and, if applicable, consult with such parties as to the nature of any defaults by such parties, in the fulfillment of any of each such party’s obligations hereunder or under any other applicable agreement, and (ii) the Securities Administrator shall confirm that each assessment submitted pursuant to Section 8.01(e) and Section 11.01(c) is coupled with an attestation meeting the requirements of this Section and shall notify the Depositor of any exceptions. Neither the Master Servicer nor any Servicing AdministratorFunction Participant engaged by the Master Servicer shall be required to deliver or cause the delivery of such reports until April 15 in any given year so long as it has received written confirmation from the Depositor that a 10-K is not required to be filed in respect of the Trust for the preceding fiscal year. The Master Servicer shall enforce any obligation of a Servicer (and the applicable Servicing Agreement will provide that each Servicer shall enforce any obligations of an Additional Servicer engaged by such Servicer), to the extent set forth in the related Servicing Agreement (or, in the case of an Additional Servicer, such applicable agreement), to deliver to the Master Servicer an attestation within the time frame set forth in, and in such form and substance as may be required pursuant to, the related Servicing Agreement (or, in the case of an Additional Servicer, such applicable agreement). The Master Servicer shall include such annual report on assessment of compliance with its own assessment of compliance to be submitted to the Securities Administrator pursuant to this Section 8.01. (g) The Master Servicer shall give prior written notice to the Depositor of the appointment of any Subcontractor by it and a written description (in form and substance satisfactory to the Depositor) of the role and function of each Subcontractor utilized by the Master Servicer, specifying (i) the identity of each such Subcontractor and (ii) which elements of the servicing criteria set forth under Item 1122(d) of Regulation AB will be addressed in assessments of compliance provided by each such Subcontractor. (h) The Master Servicer shall notify the Depositor and the Sponsor within five days of its gaining knowledge thereof (i) of any legal proceedings pending against the Master Servicer of the type described in Item 1117 (§ 229.1117) of Regulation AB, (ii) of any merger, consolidation or sale of substantially all of the assets of the Master Servicer and (iii) if the Master Servicer shall become (but only to the extent not previously disclosed) at any time an affiliate of any of the Depositor, any Servicer, any Originator contemplated by Item 1110 (§ 229.1110) of Regulation AB, any significant obligor contemplated by Item 1112 (§ 229.1112) of Regulation AB, any enhancement or support provider contemplated by Items 1114 or 1115 (§§ 229.1114-1115) of Regulation AB or any successor thereto or any other material party to the Trust Fund contemplated by Item 1100(d)(1) (§ 229.1100(d)(1)) of Regulation AB, as applicable, under the related Servicing Agreement, which notice shall also specify the name and address of any such successor servicer or successor servicing administrator.

Duties of the Master Servicer; Enforcement of Servicer’s and Master Servicer’s Obligations. (a) The Master Servicer, on behalf of the Trustee Trustee, the Depositor and the Certificateholders shall, from and after the Closing Date, shall monitor the performance of the Servicers and the Servicing Administrator under the related Purchase and Servicing Agreements. In performing , and shall use its obligations hereunder, the Master Servicer shall act in a manner consistent with Accepted Master Servicing Practices. Furthermore, the Master Servicer shall consult with reasonable good faith efforts to cause each Servicer and the Servicing Administrator as necessary from time to time to carry out the Master Servicer’s obligations hereunder, shall receive and review all reports, information and other data provided to the Master Servicer by each Servicer and shall enforce the obligation of each Servicer and the Servicing Administrator duly and punctually to perform all of their respective duties and observe the covenants, duties, obligations and conditions to be performed or observed by such Servicer or the Servicing Administrator under the related Servicing Agreement. The Master Servicer shall independently and separately monitor each Servicer’s servicing activities and the activities of the Servicing Administrator with respect to each related Mortgage Loan in respect of the provisions of the applicable Servicing Agreement, reconcile the reports and other data provided to the Master Servicer pursuant to the previous sentence on a monthly basis based on the Mortgage Loan data provided to the Master Servicer by or on behalf of the Depositor on the Closing Date (upon which data the Master Servicer shall be entitled to rely and with respect to which the Master Servicer shall have no obligation to confirm or verify) and coordinate corrective adjustments to the records of each Servicer and the Master Servicer, and based on such reconciled and corrected information, the Master Servicer shall provide such information to the Securities Administrator as shall be necessary in order for it to prepare the statements specified in Section 4.02, and prepare any other information and statements required to be forwarded by the Master Servicer hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of each Servicer to the DistributionMaster Servicer Collection Account pursuant to the related Servicing Agreement. The Master Servicer shall, in accordance with each Servicing Agreement, oversee matters relating to the servicing of defaulted Mortgage Loans, including approving certain Mortgage Loan modifications, reviewing environmental reports related to foreclosed Mortgage Properties to determine whether to proceed with a foreclosure, approving certain actions relating to the management of REO Property and approving the release of the original borrower of a Mortgage Loan in connection with Mortgage Loan assumptions. The Master Servicer shall not approve any modification of a Mortgage Loan to extend the maturity date of such Mortgage Loan past the Latest Possible Maturity Date of the Certificates. In its review of the activities of any Servicer and the Servicing Administrator, the Master Servicer may rely upon an Officer’s Certificate of such Servicer or the Servicing Administrator (or similar document signed by an officer of such Servicer or the Servicing Administrator), and such Servicer’s or the Servicing Administrator’s Assessment of Compliance and related Accountant’s Attestation or other accountants’ report provided to the Master Servicer pursuant to the related Servicing Agreement, with regard to such Servicer’s or the Servicing Administrator’s compliance with the terms of its Servicing Agreement. Subject to Section 9.08, the Master Servicer shall not be responsible or liable for the day-to-dayday-to-day servicing activities of any Servicer or for any unlawful act or omission, breach, negligence, fraud, willful misconduct or bad faith of any Servicerthereunder. Upon the occurrence of a default of which an event that, unless cured, would constitute grounds for termination Authorized Officer of a the Master Servicer has actual knowledge under the related any Purchase and Servicing Agreement, the Master Servicer shall promptly notify the Trustee and the Depositor in writing thereof, and shall specify in such notice the action, if any, the Master Servicer is taking in respect of such default. So long as any such event of default shall be continuing, the Master Servicer may, and shall, shall if it determines such action to be in the best interests of Certificateholders, (i) terminate all of the rights and powers of the Servicer under such Servicer Purchase and Servicing Agreement pursuant to the applicable provisions of the such Purchase and Servicing Agreement; (ii) exercise any rights it may have to enforce the such Purchase and Servicing Agreement against such the related Servicer; and/or (iii) waive any such default under the such Purchase and Servicing Agreement or take any other action with respect to such default as is permitted thereunder. Notwithstanding the immediately preceding sentence, if the event of default is the failure of a Servicer or the Servicing Administrator to remit any payment required to be made under the terms of the applicable Servicing Agreement, and such failure continues unremedied for the duration of the applicable grace period, then the Master Servicer shall terminate all of the rights and powers of such Servicer or the Servicing Administrator pursuant to the applicable provisions of the related Servicing Agreement, unless any waiver described under Section 6.16 shall have been obtained; provided that, upon the occurrence of such an event of default by the Servicing Administrator, the Master Servicer may, at its option, terminate all of the rights and powers of Cenlar FSB pursuant to the Cenlar FSB Servicing Agreement unless such a waiver has been obtained. (b) Upon any termination by the Master Servicer of the any Servicer’s rights and powers of a Servicer or the Servicing Administrator pursuant to the related Purchase and Servicing Agreement, the rights and powers of the such Servicer or the Servicing Administrator with respect to the related Mortgage Loans serviced by it shall vest in the Master Servicer and the Master Servicer shall be the successor in all respects to such Servicer or the Servicing Administrator in its capacity as Servicer or Servicing Administrator servicer with respect to such the Mortgage Loans serviced by such Servicer under the related Purchase and Servicing Agreement, unless or until the Master Servicer shall have appointed, with the consent of the TrusteeTrustee and the Rating Agencies, such consent not to be unreasonably withheld, a successor to the Servicer or the Servicing Administrator; provided that, with respect to the appointment of a successor servicer, and in accordance with the applicable provisions of the related Purchase and Servicing Agreement, such successor servicer shall be a new Xxxxxx Xxx- or Xxxxxxx MacFHLMC-approved Person that is a member in good standing of MERSto serve as successor to such Servicer; provided, further, that no Trustee consent shall be required if the successor servicer or successor servicing administrator is a Person that was a Servicer on the Closing Date; provided, furtherhowever, that it is understood and agreed by the parties hereto that there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to a successor servicer or a successor servicing administrator (including the Master Servicer). With such consent, the Master Servicer may elect to continue to serve as successor servicer under the related Purchase and Servicing Agreement. Upon appointment of a successor servicer or successor servicing administratorservicer, as authorized under this Section 9.01(b), unless the successor servicer or successor servicing administrator shall have assumed the obligations of the terminated Servicer or under the terminated Servicing Administrator, as applicable, under such related Purchase and Servicing Agreement, the Master Servicer, the Trustee and such successor servicer shall enter into a servicing agreement in a form substantially similar to the affected such Purchase and Servicing Agreement or into an agreement with such successor servicing administrator in a form mutually agreed upon by the parties theretoAgreement. In connection with any such appointment, the Master Servicer may make such arrangements for the compensation of such successor servicer or successor servicing administrator as it and such successor servicer shall agree. The Master Servicer , but in its sole discretion no event shall have the right to agree to such compensation of a any successor servicer (including the Master Servicer) be in excess of that permitted payable to a Servicer under the Servicing Agreements if such increase is, in its good faith and judgment, necessary or advisable to engage a successor servicer. Notwithstanding anything herein to the contrary, in no event shall the Master Servicer be liable for any Servicing Fee or for any differential between the amount of the Servicing Fee paid to the original servicer and the amount necessary to induce any successor servicer to act as successor servicer hereunder. To the extent the successor servicer assumes the obligations of the terminated Servicer under the applicable related Purchase and Servicing Agreement, the Master Servicer may amend such Servicing Agreement to effect such change to the Servicing Fee without the consent of the Certificateholders. The Master Servicer shall pay the costs of such enforcement (including the termination of any Servicer or the Servicing Administratorsuch Servicer, the appointment of a successor servicer or successor servicing administrator or the transfer and assumption of the servicing or the servicing administration by the Master Servicer) at its own expense and shall be reimbursed therefor initially (i) by the terminated Servicer or terminated Servicing Administrator, as applicableServicer, (ii) from a general recovery resulting from such enforcement only to the extent, if any, that such recovery exceeds all amounts due in respect of the related Mortgage LoansLoans serviced by such terminated Servicer, (iii) from a specific recovery of costs, expenses or attorney’s fees against the party against whom such enforcement is directed, or (iv) to the extent that such amounts described in (i)-(iii) above are not received by insufficient to reimburse the Master Servicer within 30 days for such costs of the Master Servicer’s request for reimbursement thereforenforcement, from the Trust Fund, as provided in Section 9.04. To the extent the Master Servicer recovers amounts described in (i)-(iii) above subsequent to its reimbursement from the Trust Fund pursuant to (iv) above, then the Master Servicer promptly will reimburse such amounts to the Trust Fund. If the Master Servicer assumes the servicing or servicing administration with respect to any of the Mortgage LoansLoans serviced by a terminated Servicer, it will not assume liability for the representations and warranties of any such Servicer or the Servicing Administrator being replaced or for the errors or omissions of such Servicer or the Servicing AdministratorServicer. (c) Upon any termination of the any Servicer’s rights and powers of any Servicer or the Servicing Administrator pursuant to the applicable related Purchase and Servicing Agreement, the Master Servicer shall promptly notify the Trustee, Trustee and the Securities Administrator and each Rating Agency through the Rule 17g-5 Information ProviderAgencies, specifying in such notice that the Master Servicer or any successor servicer or successor servicing administratorservicer, as the case may be, has succeeded the such Servicer or the Servicing Administrator, as applicable, under the related Purchase and Servicing Agreement, which notice shall also specify the name and address of any such successor servicer servicer. (d) Neither the Depositor nor the Trustee shall consent to the assignment by any Servicer of its rights and obligations under the related Purchase and Servicing Agreement without the prior written consent of the Master Servicer, which consent shall not be unreasonably withheld or successor servicing administratordelayed.

Duties of the Master Servicer; Enforcement of Servicer’s and Master Servicer’s Obligations. (a) The Master Servicer, on behalf of the Trustee Trustee, the Securities Administrator, the Depositor and the Certificateholders shallCertificateholders, from and after the Closing Date, shall monitor the performance of the Servicers and the Servicing Administrator under the Servicing Agreements. In performing , and (except as set forth below) shall use its obligations hereunder, reasonable good faith efforts to cause the Master Servicer shall act in a manner consistent with Accepted Master Servicing Practices. Furthermore, the Master Servicer shall consult with each Servicer and the Servicing Administrator as necessary from time Servicers to time to carry out the Master Servicer’s obligations hereunder, shall receive and review all reports, information and other data provided to the Master Servicer by each Servicer and shall enforce the obligation of each Servicer and the Servicing Administrator duly and punctually to perform their duties and observe the covenants, duties, obligations and conditions to be performed or observed by such Servicer or the Servicing Administrator under the related Servicing Agreement. The Master Servicer shall independently and separately monitor each Servicer’s servicing activities and the activities of the Servicing Administrator with respect to each related Mortgage Loan in respect of the provisions of the applicable Servicing Agreement, reconcile the reports and other data provided to the Master Servicer pursuant to the previous sentence on a monthly basis based on the Mortgage Loan data provided to the Master Servicer by or on behalf of the Depositor on the Closing Date (upon which data the Master Servicer shall be entitled to rely and with respect to which the Master Servicer shall have no obligation to confirm or verify) and coordinate corrective adjustments to the records of each Servicer and the Master Servicer, and based on such reconciled and corrected information, the Master Servicer shall provide such information to the Securities Administrator as shall be necessary in order for it to prepare the statements specified in Section 4.02, and prepare any other information and statements required to be forwarded by the Master Servicer hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of each Servicer to the DistributionMaster Servicer Collection Account pursuant to the related Servicing Agreement. The Master Servicer shall, in accordance with each Servicing Agreement, oversee matters relating to the servicing of defaulted Mortgage Loans, including approving certain Mortgage Loan modifications, reviewing environmental reports related to foreclosed Mortgage Properties to determine whether to proceed with a foreclosure, approving certain actions relating to the management of REO Property and approving the release of the original borrower of a Mortgage Loan in connection with Mortgage Loan assumptions. The Master Servicer shall not approve any modification of a Mortgage Loan to extend the maturity date of such Mortgage Loan past the Latest Possible Maturity Date of the Certificates. In its review of the activities of any Servicer and the Servicing Administrator, the Master Servicer may rely upon an Officer’s Certificate of such Servicer or the Servicing Administrator (or similar document signed by an officer of such Servicer or the Servicing Administrator), and such Servicer’s or the Servicing Administrator’s Assessment of Compliance and related Accountant’s Attestation or other accountants’ report provided to the Master Servicer pursuant to the related Servicing Agreement, with regard to such Servicer’s or the Servicing Administrator’s compliance with the terms of its Servicing Agreement. Subject to Section 9.08, the Master Servicer shall not be responsible or liable for the day-to-dayday-to-day servicing activities of any Servicer or for any unlawful act or omission, breach, negligence, fraud, willful misconduct or bad faith of any Servicerthereunder. Upon the occurrence of an event that, unless cured, would constitute grounds for termination of a Servicer Event of Default of which a Responsible Officer of the Master Servicer has actual knowledge under the related a Servicing Agreement, the Master Servicer shall promptly notify the Securities Administrator and Trustee and the Depositor thereof, and shall specify in such notice the action, if any, the Master Servicer is taking plans to take in respect of such default. So long as any such event of default shall be continuing, the Master Servicer may, and shall, if it determines such action to be in the best interests of Certificateholders, may (i) terminate all of the rights and powers of such Servicer pursuant to the applicable provisions of the Servicing Agreement; (ii) exercise any rights it may have to enforce the Servicing Agreement against such Servicer; and/or (iii) waive any such default under the Servicing Agreement in accordance with Section 7.01 hereof or (iv) take any other action with respect to such default as is permitted thereunder. Notwithstanding the immediately preceding sentenceExcept as set forth in Section 4.06 hereof, if the event of default is the failure of a Servicer or the Servicing Administrator to remit any payment required to be made under the terms of the applicable Servicing Agreement, and such failure continues unremedied for the duration of the applicable grace period, then the Master Servicer shall terminate all have no duty to supervise any Servicer’s activities related to the servicing or administration of the rights and powers of such Servicer defaulted or delinquent Mortgage Loans or the Servicing Administrator pursuant to the applicable provisions management and disposition of the related Servicing Agreement, unless any waiver described under Section 6.16 shall have been obtained; provided that, upon the occurrence of such an event of default by the Servicing Administrator, the Master Servicer may, at its option, terminate all of the rights and powers of Cenlar FSB pursuant to the Cenlar FSB Servicing Agreement unless such a waiver has been obtainedREO Properties. (b) Upon any termination by the Master Servicer of the rights and powers of a Servicer or the Servicing Administrator pursuant to the related Servicing Agreement, the rights and powers of the Servicer or the Servicing Administrator with respect to the related Mortgage Loans shall vest in the Master Servicer and the Master Servicer shall be the successor in all respects to such Servicer or the Servicing Administrator in its capacity as Servicer or Servicing Administrator with respect to such Mortgage Loans under the related Servicing Agreement, unless or until the Master Servicer shall have appointed, with the consent of the Trustee, such consent not to be unreasonably withheld, a successor to the Servicer or the Servicing Administrator; provided that, with respect to the appointment of a successor servicer, in accordance with the applicable provisions of the related Servicing Agreement, such successor servicer shall be a Xxxxxx Xxx- or Xxxxxxx Mac-approved Person that is a member in good standing of MERS; provided, further, that no Trustee consent shall be required if the successor servicer or successor servicing administrator is a Person that was a Servicer on the Closing Date; provided, further, that it is understood and agreed by the parties hereto that there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to a successor servicer or a successor servicing administrator (including the Master Servicer). Upon appointment of a successor servicer or successor servicing administrator, as authorized under this Section 9.01(b), unless the successor servicer or successor servicing administrator shall have assumed the obligations of the terminated Servicer or the terminated Servicing Administrator, as applicable, under such Servicing Agreement, the Master Servicer, the Trustee and such successor servicer shall enter into a servicing agreement in a form substantially similar to the affected Servicing Agreement or into an agreement with such successor servicing administrator in a form mutually agreed upon by the parties thereto. In connection with any such appointment, the Master Servicer may make such arrangements for the compensation of such successor servicer or successor servicing administrator as it and such successor shall agree. The Master Servicer in its sole discretion shall have the right to agree to compensation of a successor servicer in excess of that permitted to a Servicer under the Servicing Agreements if such increase is, in its good faith and judgment, necessary or advisable to engage a successor servicer. Notwithstanding anything herein to the contrary, in no event shall the Master Servicer be liable for any Servicing Fee or for any differential between the amount of the Servicing Fee paid to the original servicer and the amount necessary to induce any successor servicer to act as successor servicer hereunder. To the extent the successor servicer assumes the obligations of the terminated Servicer under the applicable Servicing Agreement, the Master Servicer may amend such Servicing Agreement to effect such change to the Servicing Fee without the consent of the Certificateholders. The Master Servicer shall pay the costs of such enforcement monitoring the Servicers as required hereunder (including the costs associated with (i) termination of any Servicer or the Servicing Administrator, (ii) the appointment of a successor servicer and shall, to the extent permitted by the related Servicing Agreement, seek reimbursement therefor initially from the terminated Servicer. In the event the full costs associated with the transition of servicing responsibilities to the Master Servicer are not paid for by the predecessor Servicer or successor servicing administrator or the transfer and assumption of the servicing or the servicing administration by servicer (provided that such successor Servicer is not the Master Servicer) at its own expense and shall ), the Master Servicer may be reimbursed therefor initially (i) by the terminated Servicer or terminated Servicing Administrator, as applicable, (ii) from a general recovery resulting from such enforcement only to the extent, if any, that such recovery exceeds all amounts due in respect Trust for out of the related Mortgage Loans, (iii) from a specific recovery of costs, expenses or attorney’s fees against the party against whom such enforcement is directed, or (iv) to the extent that such amounts described in (i)-(iii) above are not received pocket costs incurred by the Master Servicer within 30 days associated with any such transfer of the Master Servicer’s request for reimbursement therefor, servicing duties from the Trust Fund, as provided in Section 9.04. To the extent the Master a Servicer recovers amounts described in (i)-(iii) above subsequent to its reimbursement from the Trust Fund pursuant to (iv) above, then the Master Servicer promptly will reimburse such amounts to the Trust Fund. If the Master Servicer assumes the servicing or servicing administration with respect to any of the Mortgage Loans, it will not assume liability for the representations and warranties of any Servicer or the Servicing Administrator being replaced or for the errors or omissions of such Servicer or the Servicing Administratorother successor servicer. (c) Upon any termination None of the Depositor, the Securities Administrator nor the Trustee shall consent to the assignment by any Servicer of such Servicer’s rights and powers obligations under the related Servicing Agreement without the prior written consent of the Master Servicer, which consent shall not be unreasonably withheld. (d) The Master Servicer shall not assume liability for any Servicer Servicer’s representations and warranties if it becomes a successor servicer. (e) On or before March 15 of each year, commencing in March 2008, the Master Servicer, at its own expense, shall furnish, and shall cause any Servicing Function Participant engaged by it to furnish, each at its own expense, to the Securities Administrator and the Depositor, an assessment of compliance with the Relevant Servicing Criteria that contains (i) a statement by such party of its responsibility for assessing compliance with the Servicing Administrator Criteria, (ii) a statement that such party used the Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (iii) such party’s assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 3.02(e), including, if there has been any material instance of noncompliance with the applicable Relevant Servicing AgreementCriteria, a discussion of each such failure and the nature and status thereof, and (iv) a statement that a registered public accounting firm has issued an attestation report on such party’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. No later than the end of each fiscal year for the Trust for which a 10-K is required to be filed, the Master Servicer shall promptly notify forward to the TrusteeSecurities Administrator the name of each Servicing Function Participant engaged by it and what Relevant Servicing Criteria will be addressed in the report on assessment of compliance prepared by such Servicing Function Participant. When the Master Servicer and the Trustee (or any Servicing Function Participant engaged by them) submits its assessment to the Securities Administrator, such parties will also at such time include the assessment and attestation pursuant to Section 8.01(f) and 11.01(d) of each Servicing Function Participant engaged by it. Promptly after receipt of each such report on assessment of compliance, (i) the Depositor shall review each such report and, if applicable, consult with the Master Servicer, the Securities Administrator and any Servicing Function Participant engaged by such parties as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by each Rating Agency through such party, and (ii) the Rule 17g-5 Information ProviderSecurities Administrator shall confirm that the assessments, specifying taken as a whole, address all of the Servicing Criteria and, taken individually, address the Relevant Servicing Criteria for each party as set forth on Exhibit J and on any similar exhibit set forth in each Servicing Agreement and each Custodial Agreement in respect of the applicable Servicer or Custodian and notify the Depositor of any exceptions. None of such parties shall be required to deliver any such assessments until April 15 in any given year so long as such party has received written confirmation from the Depositor that a Form 10-K is not required to be filed in respect of the Trust for the preceding calendar year. The Master Servicer shall enforce any obligation of a Servicer (and the applicable Servicing Agreement will provide that each Servicer shall enforce any obligations of an Additional Servicer engaged by such Servicer), to the extent set forth in the related Servicing Agreement (or, in the case of an Additional Servicer, such applicable agreement), to deliver to the Master Servicer an annual report on assessment of compliance within the time frame set forth in, and in such notice that form and substance as may be required pursuant to, the related Servicing Agreement (or, in the case of an Additional Servicer, such applicable agreement). The Master Servicer shall include such annual report on assessment of compliance with its own assessment of compliance to be submitted to the Securities Administrator pursuant to this Section 8.01. (f) On or before March 15 of each calendar year, commencing in March 2008, the Master Servicer, at its own expense, shall cause, and shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer or any successor servicer or successor servicing administratorsuch other Servicing Function Participants, as the case may be) that is a member of the American Institute of Certified Public Accountants to furnish a report to the Securities Administrator and the Depositor (and, in the case of any other Servicing Function Participant, the Master Servicer) to the effect that (i) it has succeeded obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. Promptly after receipt of such report from the Master Servicer or any Servicing Function Participant engaged by the Master Servicer, (i) the Depositor shall review the report and, if applicable, consult with such parties as to the nature of any defaults by such parties, in the fulfillment of any of each such party’s obligations hereunder or under any other applicable agreement, and (ii) the Securities Administrator shall confirm that each assessment submitted pursuant to Section 8.01(e) and Section 11.01(c) is coupled with an attestation meeting the requirements of this Section and shall notify the Depositor of any exceptions. Neither the Master Servicer nor any Servicing AdministratorFunction Participant engaged by the Master Servicer shall be required to deliver or cause the delivery of such reports until April 15 in any given year so long as it has received written confirmation from the Depositor that a 10-K is not required to be filed in respect of the Trust for the preceding fiscal year. The Master Servicer shall enforce any obligation of a Servicer (and the applicable Servicing Agreement will provide that each Servicer shall enforce any obligations of an Additional Servicer engaged by such Servicer), to the extent set forth in the related Servicing Agreement (or, in the case of an Additional Servicer, such applicable agreement), to deliver to the Master Servicer an attestation within the time frame set forth in, and in such form and substance as may be required pursuant to, the related Servicing Agreement (or, in the case of an Additional Servicer, such applicable agreement). The Master Servicer shall include such annual report on assessment of compliance with its own assessment of compliance to be submitted to the Securities Administrator pursuant to this Section 8.01. (g) The Master Servicer shall give prior written notice to the Depositor of the appointment of any Subcontractor by it and a written description (in form and substance satisfactory to the Depositor) of the role and function of each Subcontractor utilized by the Master Servicer, specifying (i) the identity of each such Subcontractor and (ii) which elements of the servicing criteria set forth under Item 1122(d) of Regulation AB will be addressed in assessments of compliance provided by each such Subcontractor. (h) The Master Servicer shall notify the Depositor and the Sponsor within five days of its gaining knowledge thereof (i) of any legal proceedings pending against the Master Servicer of the type described in Item 1117 (§ 229.1117) of Regulation AB, (ii) of any merger, consolidation or sale of substantially all of the assets of the Master Servicer and (iii) if the Master Servicer shall become (but only to the extent not previously disclosed) at any time an affiliate of any of the Depositor, any Servicer, any Originator contemplated by Item 1110 (§ 229.1110) of Regulation AB, any significant obligor contemplated by Item 1112 (§ 229.1112) of Regulation AB, any enhancement or support provider contemplated by Items 1114 or 1115 (§§ 229.1114-1115) of Regulation AB or any successor thereto or any other material party to the Trust Fund contemplated by Item 1100(d)(1) (§ 229.1100(d)(1)) of Regulation AB, as applicable, under and identified as such to the related Servicing Agreement, which notice shall also specify the name and address of any such successor servicer or successor servicing administratorMaster Servicer.

Duties of the Master Servicer; Enforcement of Servicer’s and Master Servicer’s Obligations. (a) The Master Servicer, on behalf of the Trustee Trustee, the Securities Administrator, the Depositor and the Certificateholders shallCertificateholders, from and after the Closing Date, shall monitor the performance of the Servicers and the Servicing Administrator under the Servicing Agreements. In performing , and (except as set forth below) shall use its obligations hereunder, reasonable good faith efforts to cause the Master Servicer shall act in a manner consistent with Accepted Master Servicing Practices. Furthermore, the Master Servicer shall consult with each Servicer and the Servicing Administrator as necessary from time Servicers to time to carry out the Master Servicer’s obligations hereunder, shall receive and review all reports, information and other data provided to the Master Servicer by each Servicer and shall enforce the obligation of each Servicer and the Servicing Administrator duly and punctually to perform their duties and observe the covenants, duties, obligations and conditions to be performed or observed by such Servicer or the Servicing Administrator under the related Servicing Agreement. The Master Servicer shall independently and separately monitor each Servicer’s servicing activities and the activities of the Servicing Administrator with respect to each related Mortgage Loan in respect of the provisions of the applicable Servicing Agreement, reconcile the reports and other data provided to the Master Servicer pursuant to the previous sentence on a monthly basis based on the Mortgage Loan data provided to the Master Servicer by or on behalf of the Depositor on the Closing Date (upon which data the Master Servicer shall be entitled to rely and with respect to which the Master Servicer shall have no obligation to confirm or verify) and coordinate corrective adjustments to the records of each Servicer and the Master Servicer, and based on such reconciled and corrected information, the Master Servicer shall provide such information to the Securities Administrator as shall be necessary in order for it to prepare the statements specified in Section 4.02, and prepare any other information and statements required to be forwarded by the Master Servicer hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of each Servicer to the DistributionMaster Servicer Collection Account pursuant to the related Servicing Agreement. The Master Servicer shall, in accordance with each Servicing Agreement, oversee matters relating to the servicing of defaulted Mortgage Loans, including approving certain Mortgage Loan modifications, reviewing environmental reports related to foreclosed Mortgage Properties to determine whether to proceed with a foreclosure, approving certain actions relating to the management of REO Property and approving the release of the original borrower of a Mortgage Loan in connection with Mortgage Loan assumptions. The Master Servicer shall not approve any modification of a Mortgage Loan to extend the maturity date of such Mortgage Loan past the Latest Possible Maturity Date of the Certificates. In its review of the activities of any Servicer and the Servicing Administrator, the Master Servicer may rely upon an Officer’s Certificate of such Servicer or the Servicing Administrator (or similar document signed by an officer of such Servicer or the Servicing Administrator), and such Servicer’s or the Servicing Administrator’s Assessment of Compliance and related Accountant’s Attestation or other accountants’ report provided to the Master Servicer pursuant to the related Servicing Agreement, with regard to such Servicer’s or the Servicing Administrator’s compliance with the terms of its Servicing Agreement. Subject to Section 9.08, the Master Servicer shall not be responsible or liable for the day-to-dayday-to-day servicing activities of any Servicer or for any unlawful act or omission, breach, negligence, fraud, willful misconduct or bad faith of any Servicerthereunder. Upon the occurrence of an event that, unless cured, would constitute grounds for termination of a Servicer Event of Default of which a Responsible Officer of the Master Servicer has actual knowledge under the related a Servicing Agreement, the Master Servicer shall promptly notify the Trustee and the Depositor thereof, Securities Administrator and shall specify in such notice the action, if any, the Master Servicer is taking plans to take in respect of such default. So long as any such event of default shall be continuing, the Master Servicer may, and shall, if it determines such action to be in the best interests of Certificateholders, may (i) terminate all of the rights and powers of such Servicer pursuant to the applicable provisions of the Servicing Agreement; (ii) exercise any rights it may have to enforce the Servicing Agreement against such Servicer; and/or (iii) waive any such default under the Servicing Agreement in accordance with Section 7.01 hereof or (iv) take any other action with respect to such default as is permitted thereunder. Notwithstanding the immediately preceding sentenceExcept as set forth in Section 4.06 hereof, if the event of default is the failure of a Servicer or the Servicing Administrator to remit any payment required to be made under the terms of the applicable Servicing Agreement, and such failure continues unremedied for the duration of the applicable grace period, then the Master Servicer shall terminate all have no duty to supervise any Servicer’s activities related to the servicing or administration of the rights and powers of such Servicer defaulted or delinquent Mortgage Loans or the Servicing Administrator pursuant to the applicable provisions management and disposition of the related Servicing Agreement, unless any waiver described under Section 6.16 shall have been obtained; provided that, upon the occurrence of such an event of default by the Servicing Administrator, the Master Servicer may, at its option, terminate all of the rights and powers of Cenlar FSB pursuant to the Cenlar FSB Servicing Agreement unless such a waiver has been obtainedREO Properties. (b) Upon any termination by the Master Servicer of the rights and powers of a Servicer or the Servicing Administrator pursuant to the related Servicing Agreement, the rights and powers of the Servicer or the Servicing Administrator with respect to the related Mortgage Loans shall vest in the Master Servicer and the Master Servicer shall be the successor in all respects to such Servicer or the Servicing Administrator in its capacity as Servicer or Servicing Administrator with respect to such Mortgage Loans under the related Servicing Agreement, unless or until the Master Servicer shall have appointed, with the consent of the Trustee, such consent not to be unreasonably withheld, a successor to the Servicer or the Servicing Administrator; provided that, with respect to the appointment of a successor servicer, in accordance with the applicable provisions of the related Servicing Agreement, such successor servicer shall be a Xxxxxx Xxx- or Xxxxxxx Mac-approved Person that is a member in good standing of MERS; provided, further, that no Trustee consent shall be required if the successor servicer or successor servicing administrator is a Person that was a Servicer on the Closing Date; provided, further, that it is understood and agreed by the parties hereto that there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to a successor servicer or a successor servicing administrator (including the Master Servicer). Upon appointment of a successor servicer or successor servicing administrator, as authorized under this Section 9.01(b), unless the successor servicer or successor servicing administrator shall have assumed the obligations of the terminated Servicer or the terminated Servicing Administrator, as applicable, under such Servicing Agreement, the Master Servicer, the Trustee and such successor servicer shall enter into a servicing agreement in a form substantially similar to the affected Servicing Agreement or into an agreement with such successor servicing administrator in a form mutually agreed upon by the parties thereto. In connection with any such appointment, the Master Servicer may make such arrangements for the compensation of such successor servicer or successor servicing administrator as it and such successor shall agree. The Master Servicer in its sole discretion shall have the right to agree to compensation of a successor servicer in excess of that permitted to a Servicer under the Servicing Agreements if such increase is, in its good faith and judgment, necessary or advisable to engage a successor servicer. Notwithstanding anything herein to the contrary, in no event shall the Master Servicer be liable for any Servicing Fee or for any differential between the amount of the Servicing Fee paid to the original servicer and the amount necessary to induce any successor servicer to act as successor servicer hereunder. To the extent the successor servicer assumes the obligations of the terminated Servicer under the applicable Servicing Agreement, the Master Servicer may amend such Servicing Agreement to effect such change to the Servicing Fee without the consent of the Certificateholders. The Master Servicer shall pay the costs of such enforcement monitoring the Servicers as required hereunder (including the costs associated with (i) termination of any Servicer or the Servicing Administrator, (ii) the appointment of a successor servicer and shall, to the extent permitted by the related Servicing Agreement, seek reimbursement therefor initially from the terminated Servicer. In the event the full costs associated with the transition of servicing responsibilities to the Master Servicer are not paid for by the predecessor or successor servicing administrator or the transfer and assumption of the servicing or the servicing administration by Servicer (provided that such successor Servicer is not the Master Servicer) at its own expense and shall ), the Master Servicer may be reimbursed therefor initially (i) by the terminated Servicer or terminated Servicing Administrator, as applicable, (ii) from a general recovery resulting from such enforcement only to the extent, if any, that such recovery exceeds all amounts due in respect Trust for out of the related Mortgage Loans, (iii) from a specific recovery of costs, expenses or attorney’s fees against the party against whom such enforcement is directed, or (iv) to the extent that such amounts described in (i)-(iii) above are not received pocket costs incurred by the Master Servicer within 30 days associated with any such transfer of the Master Servicer’s request for reimbursement therefor, servicing duties from the Trust Fund, as provided in Section 9.04. To the extent the Master a Servicer recovers amounts described in (i)-(iii) above subsequent to its reimbursement from the Trust Fund pursuant to (iv) above, then the Master Servicer promptly will reimburse such amounts to the Trust Fund. If the Master Servicer assumes the servicing or servicing administration with respect to any of the Mortgage Loans, it will not assume liability for the representations and warranties of any Servicer or the Servicing Administrator being replaced or for the errors or omissions of such Servicer or the Servicing Administratorother successor servicer. (c) Upon any termination None of the Depositor, the Securities Administrator nor the Trustee shall consent to the assignment by any Servicer of such Servicer’s rights and powers obligations under any Servicing Agreement without the prior written consent of the Master Servicer, which consent shall not be unreasonably withheld. (d) The Master Servicer shall not assume liability for any Servicer Servicer’s representations and warranties if it becomes a successor servicer. (e) On or the Servicing Administrator pursuant prior to the applicable Servicing AgreementClosing Date, the Master Servicer shall promptly notify deliver to the TrusteeDepositor a certification in the form of Exhibit J attached hereto specifying the items it will address in its assessment of compliance with the servicing criteria under this Section 8.01. On or before March 15 of each year, commencing in March 2007, the Master Servicer, at its own expense, shall furnish, and shall cause any Servicing Function Participant engaged by it to furnish, each at its own expense, to the Securities Administrator and the Depositor, an assessment of compliance with the Relevant Servicing Criteria that contains (i) a statement by such party of its responsibility for assessing compliance with the Servicing Criteria, (ii) a statement that such party used the Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (iii) such party’s assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 3.02(e), including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (iv) a statement that a registered public accounting firm has issued an attestation report on such party’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. No later than the end of each fiscal year for the Trust for which a 10-K is required to be filed, the Master Servicer shall forward to the Securities Administrator the name of each Servicing Function Participant engaged by it and what Relevant Servicing Criteria will be addressed in the report on assessment of compliance prepared by such Servicing Function Participant. When the Master Servicer and the Trustee (or any Servicing Function Participant engaged by them) submits its assessment to the Securities Administrator, such parties will also at such time include the assessment and attestation pursuant to Section 8.01(f) and 11.01(d) of each Servicing Function Participant engaged by it. Promptly after receipt of each such report on assessment of compliance, (i) the Depositor shall review each such report and, if applicable, consult with the Master Servicer, the Securities Administrator and any Servicing Function Participant engaged by such parties as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by each Rating Agency through such party, and (ii) the Rule 17g-5 Information ProviderSecurities Administrator shall confirm that the assessments, specifying taken as a whole, address all of the Servicing Criteria and, taken individually, address the Relevant Servicing Criteria for each party as set forth on Exhibit J and on any similar exhibit set forth in each Servicing Agreement in respect of the applicable Servicer and notify the Depositor of any exceptions. None of such parties shall be required to deliver any such assessments until April 15 in any given year so long as such party has received written confirmation from the Depositor that a Form 10-K is not required to be filed in respect of the Trust for the preceding calendar year. The Master Servicer shall enforce any obligation of a Servicer (and the applicable Servicing Agreement will provide that each Servicer shall enforce any obligations of an Additional Servicer engaged by such Servicer), to the extent set forth in the related Servicing Agreement (or, in the case of an Additional Servicer, such applicable agreement), to deliver to the Master Servicer an annual report on assessment of compliance within the time frame set forth in, and in such notice that form and substance as may be required pursuant to, the related Servicing Agreement (or, in the case of an Additional Servicer, such applicable agreement). The Master Servicer shall include such annual report on assessment of compliance with its own assessment of compliance to be submitted to the Securities Administrator pursuant to this Section 8.01. (f) On or before March 15 of each calendar year, commencing in March 2007, the Master Servicer, at its own expense, shall cause, and shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer or any successor servicer or successor servicing administratorsuch other Servicing Function Participants, as the case may be) that is a member of the American Institute of Certified Public Accountants to furnish a report to the Securities Administrator and the Depositor (and, in the case of any other Servicing Function Participant, the Master Servicer) to the effect that (i) it has succeeded obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. Promptly after receipt of such report from the Master Servicer or any Servicing Function Participant engaged by the Master Servicer, (i) the Depositor shall review the report and, if applicable, consult with such parties as to the nature of any defaults by such parties, in the fulfillment of any of each such party’s obligations hereunder or under any other applicable agreement, and (ii) the Securities Administrator shall confirm that each assessment submitted pursuant to Section 8.01(e) and Section 11.01(c) is coupled with an attestation meeting the requirements of this Section and shall notify the Depositor of any exceptions. Neither the Master Servicer nor any Servicing AdministratorFunction Participant engaged by the Master Servicer shall be required to deliver or cause the delivery of such reports until April 15 in any given year so long as it has received written confirmation from the Depositor that a 10-K is not required to be filed in respect of the Trust for the preceding fiscal year. The Master Servicer shall enforce any obligation of a Servicer (and the applicable Servicing Agreement will provide that each Servicer shall enforce any obligations of an Additional Servicer engaged by such Servicer), to the extent set forth in the related Servicing Agreement (or, in the case of an Additional Servicer, such applicable agreement), to deliver to the Master Servicer an attestation within the time frame set forth in, and in such form and substance as may be required pursuant to, the related Servicing Agreement (or, in the case of an Additional Servicer, such applicable agreement). The Master Servicer shall include such annual report on assessment of compliance with its own assessment of compliance to be submitted to the Securities Administrator pursuant to this Section 8.01. (g) The Master Servicer shall give prior written notice to the Depositor of the appointment of any Subcontractor by it and a written description (in form and substance satisfactory to the Depositor) of the role and function of each Subcontractor utilized by the Master Servicer, specifying (i) the identity of each such Subcontractor and (ii) which elements of the servicing criteria set forth under Item 1122(d) of Regulation AB will be addressed in assessments of compliance provided by each such Subcontractor. (h) The Master Servicer shall notify the Depositor and the Sponsor within five days of its gaining knowledge thereof (i) of any legal proceedings pending against the Master Servicer of the type described in Item 1117 (§ 229.1117) of Regulation AB, (ii) of any merger, consolidation or sale of substantially all of the assets of the Master Servicer and (iii) if the Master Servicer shall become (but only to the extent not previously disclosed) at any time an affiliate of any of the Depositor, any Servicer, any Originator contemplated by Item 1110 (§ 229.1110) of Regulation AB, any significant obligor contemplated by Item 1112 (§ 229.1112) of Regulation AB, any enhancement or support provider contemplated by Items 1114 or 1115 (§§ 229.1114-1115) of Regulation AB or any successor thereto or any other material party to the Trust Fund contemplated by Item 1100(d)(1) (§ 229.1100(d)(1)) of Regulation AB, as applicable, under the related Servicing Agreement, which notice shall also specify the name and address of any such successor servicer or successor servicing administrator.

Duties of the Master Servicer; Enforcement of Servicer’s and Master Servicer’s Obligations. (a) The Master Servicer, on behalf of the Trustee Trustee, the Securities Administrator, the Depositor and the Certificateholders shallCertificateholders, from and after the Closing Date, shall monitor the performance of the Servicers and the Servicing Administrator under the Servicing Agreements. In performing , and (except as set forth below) shall use its obligations hereunder, reasonable good faith efforts to cause the Master Servicer shall act in a manner consistent with Accepted Master Servicing Practices. Furthermore, the Master Servicer shall consult with each Servicer and the Servicing Administrator as necessary from time Servicers to time to carry out the Master Servicer’s obligations hereunder, shall receive and review all reports, information and other data provided to the Master Servicer by each Servicer and shall enforce the obligation of each Servicer and the Servicing Administrator duly and punctually to perform their duties and observe the covenants, duties, obligations and conditions to be performed or observed by such Servicer or the Servicing Administrator under the related Servicing Agreement. The Master Servicer shall independently and separately monitor each Servicer’s servicing activities and the activities of the Servicing Administrator with respect to each related Mortgage Loan in respect of the provisions of the applicable Servicing Agreement, reconcile the reports and other data provided to the Master Servicer pursuant to the previous sentence on a monthly basis based on the Mortgage Loan data provided to the Master Servicer by or on behalf of the Depositor on the Closing Date (upon which data the Master Servicer shall be entitled to rely and with respect to which the Master Servicer shall have no obligation to confirm or verify) and coordinate corrective adjustments to the records of each Servicer and the Master Servicer, and based on such reconciled and corrected information, the Master Servicer shall provide such information to the Securities Administrator as shall be necessary in order for it to prepare the statements specified in Section 4.02, and prepare any other information and statements required to be forwarded by the Master Servicer hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of each Servicer to the DistributionMaster Servicer Collection Account pursuant to the related Servicing Agreement. The Master Servicer shall, in accordance with each Servicing Agreement, oversee matters relating to the servicing of defaulted Mortgage Loans, including approving certain Mortgage Loan modifications, reviewing environmental reports related to foreclosed Mortgage Properties to determine whether to proceed with a foreclosure, approving certain actions relating to the management of REO Property and approving the release of the original borrower of a Mortgage Loan in connection with Mortgage Loan assumptions. The Master Servicer shall not approve any modification of a Mortgage Loan to extend the maturity date of such Mortgage Loan past the Latest Possible Maturity Date of the Certificates. In its review of the activities of any Servicer and the Servicing Administrator, the Master Servicer may rely upon an Officer’s Certificate of such Servicer or the Servicing Administrator (or similar document signed by an officer of such Servicer or the Servicing Administrator), and such Servicer’s or the Servicing Administrator’s Assessment of Compliance and related Accountant’s Attestation or other accountants’ report provided to the Master Servicer pursuant to the related Servicing Agreement, with regard to such Servicer’s or the Servicing Administrator’s compliance with the terms of its Servicing Agreement. Subject to Section 9.08, the Master Servicer shall not be responsible or liable for the day-to-dayday-to-day servicing activities of any Servicer or for any unlawful act or omission, breach, negligence, fraud, willful misconduct or bad faith of any Servicerthereunder. Upon the occurrence of an event that, unless cured, would constitute grounds for termination of a Servicer Event of Default of which a Responsible Officer of the Master Servicer has actual knowledge under the related a Servicing Agreement, the Master Servicer shall promptly notify the Trustee and the Depositor thereof, Securities Administrator and shall specify in such notice the action, if any, the Master Servicer is taking plans to take in respect of such default. So long as any such event of default shall be continuing, the Master Servicer may, and shall, if it determines such action to be in the best interests of Certificateholders, may (i) terminate all of the rights and powers of such Servicer pursuant to the applicable provisions of the Servicing Agreement; (ii) exercise any rights it may have to enforce the Servicing Agreement against such Servicer; and/or (iii) waive any such default under the Servicing Agreement in accordance with Section 7.01 hereof or (iv) take any other action with respect to such default as is permitted thereunder. Notwithstanding the immediately preceding sentenceExcept as set forth in Section 4.06 hereof, if the event of default is the failure of a Servicer or the Servicing Administrator to remit any payment required to be made under the terms of the applicable Servicing Agreement, and such failure continues unremedied for the duration of the applicable grace period, then the Master Servicer shall terminate all have no duty to supervise any Servicer's activities related to the servicing or administration of the rights and powers of such Servicer defaulted or delinquent Mortgage Loans or the Servicing Administrator pursuant to the applicable provisions management and disposition of the related Servicing Agreement, unless any waiver described under Section 6.16 shall have been obtained; provided that, upon the occurrence of such an event of default by the Servicing Administrator, the Master Servicer may, at its option, terminate all of the rights and powers of Cenlar FSB pursuant to the Cenlar FSB Servicing Agreement unless such a waiver has been obtainedREO Properties. (b) Upon any termination by the Master Servicer of the rights and powers of a Servicer or the Servicing Administrator pursuant to the related Servicing Agreement, the rights and powers of the Servicer or the Servicing Administrator with respect to the related Mortgage Loans shall vest in the Master Servicer and the Master Servicer shall be the successor in all respects to such Servicer or the Servicing Administrator in its capacity as Servicer or Servicing Administrator with respect to such Mortgage Loans under the related Servicing Agreement, unless or until the Master Servicer shall have appointed, with the consent of the Trustee, such consent not to be unreasonably withheld, a successor to the Servicer or the Servicing Administrator; provided that, with respect to the appointment of a successor servicer, in accordance with the applicable provisions of the related Servicing Agreement, such successor servicer shall be a Xxxxxx Xxx- or Xxxxxxx Mac-approved Person that is a member in good standing of MERS; provided, further, that no Trustee consent shall be required if the successor servicer or successor servicing administrator is a Person that was a Servicer on the Closing Date; provided, further, that it is understood and agreed by the parties hereto that there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to a successor servicer or a successor servicing administrator (including the Master Servicer). Upon appointment of a successor servicer or successor servicing administrator, as authorized under this Section 9.01(b), unless the successor servicer or successor servicing administrator shall have assumed the obligations of the terminated Servicer or the terminated Servicing Administrator, as applicable, under such Servicing Agreement, the Master Servicer, the Trustee and such successor servicer shall enter into a servicing agreement in a form substantially similar to the affected Servicing Agreement or into an agreement with such successor servicing administrator in a form mutually agreed upon by the parties thereto. In connection with any such appointment, the Master Servicer may make such arrangements for the compensation of such successor servicer or successor servicing administrator as it and such successor shall agree. The Master Servicer in its sole discretion shall have the right to agree to compensation of a successor servicer in excess of that permitted to a Servicer under the Servicing Agreements if such increase is, in its good faith and judgment, necessary or advisable to engage a successor servicer. Notwithstanding anything herein to the contrary, in no event shall the Master Servicer be liable for any Servicing Fee or for any differential between the amount of the Servicing Fee paid to the original servicer and the amount necessary to induce any successor servicer to act as successor servicer hereunder. To the extent the successor servicer assumes the obligations of the terminated Servicer under the applicable Servicing Agreement, the Master Servicer may amend such Servicing Agreement to effect such change to the Servicing Fee without the consent of the Certificateholders. The Master Servicer shall pay the costs of such enforcement monitoring the Servicers as required hereunder (including the costs associated with (i) termination of any Servicer or the Servicing Administrator, (ii) the appointment of a successor servicer and shall, to the extent permitted by the related Servicing Agreement, seek reimbursement therefor initially from the terminated Servicer. In the event the full costs associated with the transition of servicing responsibilities to the Master Servicer are not paid for by the predecessor or successor servicing administrator or the transfer and assumption of the servicing or the servicing administration by Servicer (provided such successor Servicer is not the Master Servicer) at its own expense and shall ), the Master Servicer may be reimbursed therefor initially (i) by the terminated Servicer or terminated Servicing Administrator, as applicable, (ii) from a general recovery resulting from such enforcement only to the extent, if any, that such recovery exceeds all amounts due in respect Trust for out of the related Mortgage Loans, (iii) from a specific recovery of costs, expenses or attorney’s fees against the party against whom such enforcement is directed, or (iv) to the extent that such amounts described in (i)-(iii) above are not received pocket costs incurred by the Master Servicer within 30 days associated with any such transfer of the Master Servicer’s request for reimbursement therefor, servicing duties from the Trust Fund, as provided in Section 9.04. To the extent the Master a Servicer recovers amounts described in (i)-(iii) above subsequent to its reimbursement from the Trust Fund pursuant to (iv) above, then the Master Servicer promptly will reimburse such amounts to the Trust Fund. If the Master Servicer assumes the servicing or servicing administration with respect to any of the Mortgage Loans, it will not assume liability for the representations and warranties of any Servicer or the Servicing Administrator being replaced or for the errors or omissions of such Servicer or the Servicing Administratorother successor servicer. (c) Upon any termination None of the Depositor, the Securities Administrator nor the Trustee shall consent to the assignment by any Servicer of such Servicer's rights and powers obligations under any Servicing Agreement without the prior written consent of the Master Servicer, which consent shall not be unreasonably withheld. (d) The Master Servicer shall not assume liability for any Servicer Servicer's representations and warranties if it becomes a successor servicer. (e) On or the Servicing Administrator pursuant prior to the applicable Servicing AgreementClosing Date, the Master Servicer shall promptly notify deliver to the TrusteeDepositor a certification in the form of Exhibit J attached hereto specifying the items it will address in its assessment of compliance with the servicing criteria under this Section 8.01. On or before March 15 of each year, commencing in March 2007, the Master Servicer at its own expense, shall furnish, and each such party shall cause any Servicing Function Participant engaged by it to furnish, each at its own expense, to the Securities Administrator and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria that contains (i) a statement by such party of its responsibility for assessing compliance with the Servicing Criteria, (ii) a statement that such party used the Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (iii) such party's assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 3.02(e), including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (iv) a statement that a registered public accounting firm has issued an attestation report on such party's assessment of compliance with the Relevant Servicing Criteria as of and for such period. No later than the end of each fiscal year for the Trust for which a 10-K is required to be filed, the Master Servicer shall forward to the Securities Administrator the name of each Servicing Function Participant engaged by it and what Relevant Servicing Criteria will be addressed in the report on assessment of compliance prepared by such Servicing Function Participant. When the Master Servicer and the Trustee (or any Servicing Function Participant engaged by them) submits its assessment to the Securities Administrator, such parties will also at such time include the assessment (and attestation pursuant to Section 8.01(f) and 11.01(d) of each Servicing Function Participant engaged by it. Promptly after receipt of each such report on assessment of compliance, (i) the Depositor shall review each such report and, if applicable, consult with the Master Servicer, the Securities Administrator and any Servicing Function Participant engaged by such parties as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by each Rating Agency through such party, and (ii) the Rule 17g-5 Information ProviderSecurities Administrator shall confirm that the assessments, specifying taken as a whole, address all of the Servicing Criteria and taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit J and on any similar exhibit set forth in each Servicing Agreement in respect of the applicable Servicer and notify the Depositor of any exceptions. None of such parties shall be required to deliver any such assessments until April 15 in any given year so long as such party has received written confirmation from the Depositor that a Form 10-K is not required to be filed in respect of the Trust for the preceding calendar year. The Master Servicer shall enforce any obligation of a Servicer (and the applicable Servicing Agreement will provide that each Servicer shall enforce any obligations of an Additional Servicer engaged by such Servicer), to the extent set 60 forth in the related Servicing Agreement (or, in the case of an Additional Servicer, such applicable agreement), to deliver to the Master Servicer an annual report on assessment of compliance within the time frame set forth in, and in such notice that form and substance as may be required pursuant to, the related Servicing Agreement (or, in the case of an Additional Servicer, such applicable agreement). The Master Servicer shall include such annual report on assessment of compliance with its own assessment of compliance to be submitted to the Securities Administrator pursuant to this Section 8.01. (f) On or before March 15 of each calendar year, commencing in March 2007, the Master Servicer, at its own expense, shall cause, and shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer or any successor servicer or successor servicing administratorsuch other Servicing Function Participants, as the case may be) that is a member of the American Institute of Certified Public Accountants to furnish a report to the Securities Administrator and the Depositor (and, in the case of any other Servicing Function Participant, the Master Servicer) to the effect that (i) it has succeeded obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party's compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party's assessment of compliance with the Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. Promptly after receipt of such report from the Master Servicer or any Servicing Function Participant engaged by the Master Servicer parties, (i) the Depositor shall review the report and, if applicable, consult with such parties as to the nature of any defaults by such parties, in the fulfillment of any of each such party's obligations hereunder or under any other applicable agreement, and (ii) the Securities Administrator shall confirm that each assessment submitted pursuant to Section 8.01(e) and Section 11.01(c) is coupled with an attestation meeting the requirements of this Section and shall notify the Depositor of any exceptions. Neither the Master Servicer nor any Servicing AdministratorFunction Participant engaged by the Master Servicer shall be required to deliver or cause the delivery of such reports until April 15 in any given year so long as it has received written confirmation from the Depositor that a 10-K is not required to be filed in respect of the Trust for the preceding fiscal year. The Master Servicer shall enforce any obligation of a Servicer (and the applicable Servicing Agreement will provide that each Servicer shall enforce any obligations of an Additional Servicer engaged by such Servicer), to the extent set forth in the related Servicing Agreement (or, in the case of an Additional Servicer, 61 such applicable agreement), to deliver to the Master Servicer an attestation within the time frame set forth in, and in such form and substance as may be required pursuant to, the related Servicing Agreement (or, in the case of an Additional Servicer, such applicable agreement). The Master Servicer shall include such annual report on assessment of compliance with its own assessment of compliance to be submitted to the Securities Administrator pursuant to this Section 8.01. (g) The Master Servicer shall give prior written notice to the Depositor of the appointment of any Subcontractor by it and a written description (in form and substance satisfactory to the Depositor) of the role and function of each Subcontractor utilized by the Master Servicer, specifying (i) the identity of each such Subcontractor and (ii) which elements of the servicing criteria set forth under Item 1122(d) of Regulation AB will be addressed in assessments of compliance provided by each such Subcontractor. (h) The Master Servicer shall notify the Depositor and the Sponsor within five days of its gaining knowledge thereof (i) of any legal proceedings pending against the Master Servicer of the type described in Item 1117 (ss. 229.1117) of Regulation AB, (ii) of any merger, consolidation or sale of substantially all of the assets of the Master Servicer and (iii) if the Master Servicer shall become (but only to the extent not previously disclosed) at any time an affiliate of any of the Depositor, any Servicer, any Originator contemplated by Item 1110 (ss. 229.1110) of Regulation AB, any significant obligor contemplated by Item 1112 (ss. 229.1112) of Regulation AB, any enhancement or support provider contemplated by Items 1114 or 1115 (ss.ss. 229.1114-1115) of Regulation AB or any successox xxxreto or any other material party to the Trust Fund contemplated by Item 1100(d)(1) (ss. 229.1100(d)(1)) of Regulation AB, as applicable, under the related Servicing Agreement, which notice shall also specify the name and address of any such successor servicer or successor servicing administrator.

Duties of the Master Servicer; Enforcement of Servicer’s and Master Servicer’s Obligations. (a) The Master Servicer, on behalf of the Trustee Trustee, the Depositor and the Certificateholders shall, from and after the Closing Date, shall monitor the performance of the Servicers under the Purchase and Servicing Agreements and the Servicing Administrator under the Servicing Agreements. In performing its obligations hereunder, the Master Servicer shall act in a manner consistent with Accepted Master Servicing Practices. Furthermore, the Master Servicer shall consult with each Servicer and the Servicing Administrator as necessary from time to time to carry out the Master Servicer’s obligations hereunder, shall receive and review all reports, information and other data provided to the Master Servicer by each Servicer and shall use its reasonable good faith efforts to enforce the obligation obligations of each Servicer and the Servicing Administrator Servicers to duly and punctually to perform all of their respective duties and observe the covenants, duties, obligations and conditions to be performed or observed by such Servicer or the Servicing Administrator under the related Servicing Agreement. The Master Servicer shall independently and separately monitor each Servicer’s servicing activities and the activities of the Servicing Administrator with respect to each related Mortgage Loan in respect of the provisions of the applicable Servicing Agreement, reconcile the reports and other data provided to the Master Servicer pursuant to the previous sentence on a monthly basis based on the Mortgage Loan data provided to the Master Servicer by or on behalf of the Depositor on the Closing Date (upon which data the Master Servicer shall be entitled to rely and with respect to which the Master Servicer shall have no obligation to confirm or verify) and coordinate corrective adjustments to the records of each Servicer and the Master Servicer, and based on such reconciled and corrected information, the Master Servicer shall provide such information to the Securities Administrator as shall be necessary in order for it to prepare the statements specified in Section 4.02, and prepare any other information and statements required to be forwarded by the Master Servicer hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of each Servicer to the DistributionMaster Servicer Collection Account pursuant to the related Servicing Agreement. The Master Servicer shall, in accordance with each Servicing Agreement, oversee matters relating to the servicing of defaulted Mortgage Loans, including approving certain Mortgage Loan modifications, reviewing environmental reports related to foreclosed Mortgage Properties to determine whether to proceed with a foreclosure, approving certain actions relating to the management of REO Property and approving the release of the original borrower of a Mortgage Loan in connection with Mortgage Loan assumptions. The Master Servicer shall not approve any modification of a Mortgage Loan to extend the maturity date of such Mortgage Loan past the Latest Possible Maturity Date of the Certificates. In its review of the activities of any Servicer and the Servicing Administrator, the Master Servicer may rely upon an Officer’s Certificate of such Servicer or the Servicing Administrator (or similar document signed by an officer of such Servicer or the Servicing Administrator), and such Servicer’s or the Servicing Administrator’s Assessment of Compliance and related Accountant’s Attestation or other accountants’ report provided to the Master Servicer pursuant to the related Servicing Agreement, with regard to such Servicer’s or the Servicing Administrator’s compliance with the terms of its Servicing Agreement. Subject to Section 9.08, the Master Servicer shall not be responsible or liable for the day-to-dayday-to-day servicing activities of any Servicer or for any unlawful act or omission, breach, negligence, fraud, willful misconduct or bad faith of any Servicerthereunder. Upon the occurrence of a default of which an event that, unless cured, would constitute grounds for termination Authorized Officer of the Master Servicer has actual knowledge under a Servicer under the related Purchase and Servicing Agreement or Servicing Agreement, the Master Servicer shall promptly notify the Trustee and the Depositor thereof, and shall specify in such notice the action, if any, the Master Servicer is taking in respect of such defaultdefault (except when Xxxxx Fargo is such Servicer in which case the Trustee will take such action). So long as any such event of default shall be continuing, the Master Servicer may, and shall, shall if it determines such action to be in the best interests of Certificateholders, (i) terminate all of the rights and powers of such Servicer pursuant to the applicable provisions of the related Purchase and Servicing Agreement or Servicing Agreement, as applicable; (ii) exercise any rights it may have to enforce the related Purchase and Servicing Agreement Agreement, or Servicing Agreement, as applicable, against such Servicer; and/or (iii) waive any such default under the related Purchase and Servicing Agreement or Servicing Agreement, as applicable, or take any other action with respect to such default as is permitted thereunderthereunder (except when Xxxxx Fargo is such Servicer in which case the Trustee will take such action). Notwithstanding the immediately preceding sentence, if the event of default is the failure of a Servicer or the Servicing Administrator to remit any payment required to be made under the terms of the applicable Servicing Agreement, and such failure continues unremedied for the duration of the applicable grace period, then the The Master Servicer shall terminate all of the rights and powers of such not permit a successor Servicer or the Servicing Administrator pursuant to perform any servicing responsibilities hereunder with respect to the applicable provisions Mortgage Loans unless that Servicer first agrees in writing to deliver an Assessment of the related Servicing Agreement, unless any waiver described under Section 6.16 shall have been obtained; provided that, upon the occurrence of Compliance and an Accountant’s Attestation in such an event of default by the Servicing Administrator, the manner and at such times that permits that Master Servicer may, at its option, terminate all of to comply with the rights and powers of Cenlar FSB pursuant to the Cenlar FSB Servicing Agreement unless such a waiver has been obtainedprovisions hereof. (b) Upon any termination by the Master Servicer of the a Servicer’s rights and powers of a Servicer or the Servicing Administrator pursuant to the related its Purchase and Servicing Agreement or Servicing Agreement, as applicable, the rights and powers of the such Servicer or the Servicing Administrator with respect to the related Mortgage Loans shall vest in the Master Servicer and the Master Servicer shall be the successor in all respects to such Servicer or the Servicing Administrator in its capacity as Servicer or Servicing Administrator with respect to such Mortgage Loans under the related Purchase and Servicing Agreement, or Servicing Agreement, as applicable, unless or until the Master Servicer shall have appointed, with the consent of the TrusteeTrustee and the Rating Agencies, such consent not to be unreasonably withheld, a successor to the Servicer or the Servicing Administrator; provided that, with respect to the appointment of a successor servicer, and in accordance with the applicable provisions of the related Purchase and Servicing Agreement, such successor servicer shall be or Servicing Agreement, as applicable, a new Xxxxxx Xxx- or Xxxxxxx MacFHLMC-approved Person that is a member in good standing of MERSto serve as successor to the Servicer; provided, further, that no Trustee consent shall be required if the successor servicer or successor servicing administrator is a Person that was a Servicer on the Closing Date; provided, furtherhowever, that it is understood and agreed by the parties hereto that there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to a successor servicer or a successor servicing administrator (including the Master Servicer). With such consent, the Master Servicer may elect to continue to serve as successor servicer under the Purchase and Servicing Agreement or Servicing Agreement, as applicable. Upon appointment of a successor servicer or successor servicing administratorservicer, as authorized under this Section 9.01(b), unless the successor servicer or successor servicing administrator shall have assumed the obligations of the terminated Servicer under such Purchase and Servicing Agreement or the terminated Servicing AdministratorAgreement, as applicable, under such Servicing Agreement, the Master Servicer, the Trustee and such successor servicer shall enter into a servicing agreement in a form substantially similar to the affected Purchase and Servicing Agreement or into an agreement with such successor servicing administrator in a form mutually agreed upon by the parties theretoServicing Agreement, as applicable. In connection with any such appointment, the Master Servicer may make such arrangements for the compensation of such successor servicer or successor servicing administrator as it and such successor servicer shall agree. The Master Servicer , but in its sole discretion no event shall have the right to agree to such compensation of a any successor servicer (including the Master Servicer) be in excess of that permitted payable to a the Servicer under the affected Purchase and Servicing Agreements if such increase is, in its good faith and judgment, necessary Agreement or advisable to engage a successor servicer. Notwithstanding anything herein to the contrary, in no event shall the Master Servicer be liable for any Servicing Fee or for any differential between the amount of the Servicing Fee paid to the original servicer and the amount necessary to induce any successor servicer to act as successor servicer hereunder. To the extent the successor servicer assumes the obligations of the terminated Servicer under the applicable Servicing Agreement, the Master Servicer may amend such Servicing Agreement to effect such change to the Servicing Fee without the consent of the Certificateholdersas applicable. The Master Servicer shall pay the costs of such enforcement (including the termination of any Servicer or the Servicing Administratora Servicer, the appointment of a successor servicer or successor servicing administrator or the transfer and assumption of the servicing or the servicing administration by the Master Servicer) Servicer at its own expense and shall be reimbursed therefor initially (i) by the terminated Servicer or terminated Servicing Administrator, as applicableServicer, (ii) from a general recovery resulting from such enforcement only to the extent, if any, that such recovery exceeds all amounts due in respect of the related Mortgage Loans, (iii) from a specific recovery of costs, expenses or attorney’s fees against the party against whom such enforcement is directed, or (iv) to the extent that such amounts described in (i)-(iii) above are not received by insufficient to reimburse the Master Servicer within 30 days or the Trustee, as applicable, for such costs of the Master Servicer’s request for reimbursement thereforenforcement, from the Trust Fund, as provided in Section 9.04. To the extent the Master Servicer recovers amounts described in (i)-(iii) above subsequent to its reimbursement from the Trust Fund pursuant to (iv) above, then the Master Servicer promptly will reimburse such amounts to the Trust Fund. If the Master Servicer assumes the servicing or servicing administration with respect to any of the Mortgage Loans, it will not assume liability for the representations and warranties of any Servicer or the Servicing Administrator being replaced it replaces or for the errors or omissions of such Servicer or the Servicing AdministratorServicer. (c) Upon any termination of the a Servicer’s rights and powers of any Servicer or the Servicing Administrator pursuant to the applicable its Purchase and Servicing Agreement or Servicing Agreement, as applicable, the Master Servicer or the Trustee, as applicable, shall promptly notify the Trustee, Trustee and the Securities Administrator and each Rating Agency through the Rule 17g-5 Information ProviderAgencies, specifying in such notice that the Master Servicer or any successor servicer or successor servicing administratorservicer, as the case may be, has succeeded such Servicer under the Servicer related Purchase and Servicing Agreement or the Servicing AdministratorAgreement, as applicable, under the related Servicing Agreement, which notice shall also specify the name and address of any such successor servicer servicer. (d) Neither the Depositor nor the Trustee shall consent to the assignment by any Servicer of such Servicer’s rights and obligations under the related Purchase and Servicing Agreement or successor servicing administratorServicing Agreement, as applicable, without the prior written consent of the Master Servicer, which consent shall not be unreasonably withheld or delayed.

Duties of the Master Servicer; Enforcement of Servicer’s and Master Servicer’s Obligations. (a) The Master Servicer, on behalf of the Trustee Trustee, the Depositor and the Certificateholders shall, from and after the Closing Date, shall monitor the performance of the Servicers under the Purchase and Servicing Agreements and the Servicing Administrator under the Servicing Agreements. In performing its obligations hereunder, the Master Servicer shall act in a manner consistent with Accepted Master Servicing Practices. Furthermore, the Master Servicer shall consult with each Servicer and the Servicing Administrator as necessary from time to time to carry out the Master Servicer’s obligations hereunder, shall receive and review all reports, information and other data provided to the Master Servicer by each Servicer and shall enforce use its reasonable good faith efforts to cause the obligation of each Servicer and the Servicing Administrator Servicers duly and punctually to perform all of their respective duties and observe the covenants, duties, obligations and conditions to be performed or observed by such Servicer or the Servicing Administrator under the related Servicing Agreement. The Master Servicer shall independently and separately monitor each Servicer’s servicing activities and the activities of the Servicing Administrator with respect to each related Mortgage Loan in respect of the provisions of the applicable Servicing Agreement, reconcile the reports and other data provided to the Master Servicer pursuant to the previous sentence on a monthly basis based on the Mortgage Loan data provided to the Master Servicer by or on behalf of the Depositor on the Closing Date (upon which data the Master Servicer shall be entitled to rely and with respect to which the Master Servicer shall have no obligation to confirm or verify) and coordinate corrective adjustments to the records of each Servicer and the Master Servicer, and based on such reconciled and corrected information, the Master Servicer shall provide such information to the Securities Administrator as shall be necessary in order for it to prepare the statements specified in Section 4.02, and prepare any other information and statements required to be forwarded by the Master Servicer hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of each Servicer to the DistributionMaster Servicer Collection Account pursuant to the related Servicing Agreement. The Master Servicer shall, in accordance with each Servicing Agreement, oversee matters relating to the servicing of defaulted Mortgage Loans, including approving certain Mortgage Loan modifications, reviewing environmental reports related to foreclosed Mortgage Properties to determine whether to proceed with a foreclosure, approving certain actions relating to the management of REO Property and approving the release of the original borrower of a Mortgage Loan in connection with Mortgage Loan assumptions. The Master Servicer shall not approve any modification of a Mortgage Loan to extend the maturity date of such Mortgage Loan past the Latest Possible Maturity Date of the Certificates. In its review of the activities of any Servicer and the Servicing Administrator, the Master Servicer may rely upon an Officer’s Certificate of such Servicer or the Servicing Administrator (or similar document signed by an officer of such Servicer or the Servicing Administrator), and such Servicer’s or the Servicing Administrator’s Assessment of Compliance and related Accountant’s Attestation or other accountants’ report provided to the Master Servicer pursuant to the related Servicing Agreement, with regard to such Servicer’s or the Servicing Administrator’s compliance with the terms of its Servicing Agreement. Subject to Section 9.08, the Master Servicer shall not be responsible or liable for the day-to-dayday-to-day servicing activities of any Servicer or for any unlawful act or omission, breach, negligence, fraud, willful misconduct or bad faith of any Servicerthereunder. Upon the occurrence of a default of which an event that, unless cured, would constitute grounds for termination Authorized Officer of the Master Servicer has actual knowledge under a Servicer under the related Purchase and Servicing Agreement or Servicing Agreement, the Master Servicer shall promptly notify the Trustee and the Depositor thereof, and shall specify in such notice the action, if any, the Master Servicer is taking in respect of such default. So long as any such event of default shall be continuing, the Master Servicer may, and shall, shall if it determines such action to be in the best interests of Certificateholders, (i) terminate all of the rights and powers of such Servicer pursuant to the applicable provisions of the related Purchase and Servicing Agreement or Servicing Agreement, as applicable; (ii) exercise any rights it may have to enforce the related Purchase and Servicing Agreement Agreement, or Servicing Agreement, as applicable, against such Servicer; and/or (iii) waive any such default under the related Purchase and Servicing Agreement or Servicing Agreement, as applicable, or take any other action with respect to such default as is permitted thereunder. Notwithstanding any provision of this Agreement or any Purchase and Servicing Agreement or Servicing Agreement to the immediately preceding sentencecontrary, if the event of default is the failure of a Servicer or the Servicing Administrator to remit any payment required to be made under the terms of the applicable Servicing Agreement, and such failure continues unremedied for the duration of the applicable grace period, then the Master Servicer shall terminate all have no duty or obligation to supervise, monitor or oversee the activities of, or to enforce the obligations of, a Servicer under its Purchase and Servicing Agreement or Servicing Agreement, as applicable, with respect to any Pledged Assets or any Limited Purpose Surety Bond relating thereto, including, without limitation, the collection of any amounts owing to the rights Trust Fund in respect thereof (unless and powers until the Master Servicer shall have assumed the obligations of such Servicer as successor servicer under the related Purchase and Servicing Agreement or the Servicing Administrator Agreement, as applicable, pursuant to this Section 9.01, in which case, as successor servicer, it shall be bound to serve and administer the applicable Pledged Assets and any related Limited Purpose Surety Bond in accordance with the provisions of the related Purchase and Servicing Agreement or Servicing Agreement, unless any waiver described under Section 6.16 shall have been obtained; provided that, upon the occurrence of such an event of default by the Servicing Administrator, the as applicable). The Master Servicer may, at its option, terminate all of the rights and powers of Cenlar FSB pursuant shall not permit a successor Servicer to perform any servicing responsibilities hereunder with respect to the Cenlar FSB Servicing Agreement Mortgage Loans unless that Servicer first agrees in writing to deliver an Assessment of Compliance and an Accountant’s Attestation in such a waiver has been obtainedmanner and at such times that permits that Master Servicer to comply with the provisions hereof. (b) Upon any termination by the Master Servicer of the a Servicer’s rights and powers of a Servicer or the Servicing Administrator pursuant to the related its Purchase and Servicing Agreement or Servicing Agreement, as applicable, the rights and powers of the such Servicer or the Servicing Administrator with respect to the related Mortgage Loans shall vest in the Master Servicer and the Master Servicer shall be the successor in all respects to such Servicer or the Servicing Administrator in its capacity as Servicer or Servicing Administrator with respect to such Mortgage Loans under the related Purchase and Servicing Agreement, or Servicing Agreement, as applicable, unless or until the Master Servicer shall have appointed, with the consent of the TrusteeTrustee and the Rating Agencies, such consent not to be unreasonably withheld, a successor to the Servicer or the Servicing Administrator; provided that, with respect to the appointment of a successor servicer, and in accordance with the applicable provisions of the related Purchase and Servicing Agreement, such successor servicer shall be or Servicing Agreement, as applicable, a new Xxxxxx Xxx- or Xxxxxxx MacFHLMC-approved Person that is a member in good standing of MERSto serve as successor to the Servicer; provided, further, that no Trustee consent shall be required if the successor servicer or successor servicing administrator is a Person that was a Servicer on the Closing Date; provided, furtherhowever, that it is understood and agreed by the parties hereto that there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to a successor servicer or a successor servicing administrator (including the Master Servicer). With such consent, the Master Servicer may elect to continue to serve as successor servicer under the Purchase and Servicing Agreement or Servicing Agreement, as applicable. Upon appointment of a successor servicer or successor servicing administratorservicer, as authorized under this Section 9.01(b), unless the successor servicer or successor servicing administrator shall have assumed the obligations of the terminated Servicer under such Purchase and Servicing Agreement or the terminated Servicing AdministratorAgreement, as applicable, under such Servicing Agreement, the Master Servicer, the Trustee and such successor servicer shall enter into a servicing agreement in a form substantially similar to the affected Purchase and Servicing Agreement or into an agreement with such successor servicing administrator in a form mutually agreed upon by the parties theretoServicing Agreement, as applicable. In connection with any such appointment, the Master Servicer may make such arrangements for the compensation of such successor servicer or successor servicing administrator as it and such successor servicer shall agree. The Master Servicer , but in its sole discretion no event shall have the right to agree to such compensation of a any successor servicer (including the Master Servicer) be in excess of that permitted payable to a the Servicer under the affected Purchase and Servicing Agreements if such increase is, in its good faith and judgment, necessary Agreement or advisable to engage a successor servicer. Notwithstanding anything herein to the contrary, in no event shall the Master Servicer be liable for any Servicing Fee or for any differential between the amount of the Servicing Fee paid to the original servicer and the amount necessary to induce any successor servicer to act as successor servicer hereunder. To the extent the successor servicer assumes the obligations of the terminated Servicer under the applicable Servicing Agreement, the Master Servicer may amend such Servicing Agreement to effect such change to the Servicing Fee without the consent of the Certificateholdersas applicable. The Master Servicer shall pay the costs of such enforcement (including the termination of any Servicer or the Servicing Administratora Servicer, the appointment of a successor servicer or successor servicing administrator or the transfer and assumption of the servicing or the servicing administration by the Master Servicer) Servicer at its own expense and shall be reimbursed therefor initially (i) by the terminated Servicer or terminated Servicing Administrator, as applicableServicer, (ii) from a general recovery resulting from such enforcement only to the extent, if any, that such recovery exceeds all amounts due in respect of the related Mortgage Loans, (iii) from a specific recovery of costs, expenses or attorney’s fees against the party against whom such enforcement is directed, or (iv) to the extent that such amounts described in (i)-(iii) above are not received by insufficient to reimburse the Master Servicer within 30 days or the Trustee, as applicable, for such costs of the Master Servicer’s request for reimbursement thereforenforcement, from the Trust Fund, as provided in Section 9.04. To the extent the Master Servicer recovers amounts described in (i)-(iii) above subsequent to its reimbursement from the Trust Fund pursuant to (iv) above, then the Master Servicer promptly will reimburse such amounts to the Trust Fund. If the Master Servicer assumes the servicing or servicing administration with respect to any of the Mortgage Loans, it will not assume liability for the representations and warranties of any Servicer or the Servicing Administrator being replaced it replaces or for the errors or omissions of such Servicer or the Servicing AdministratorServicer. (c) Upon any termination of the a Servicer’s rights and powers of any Servicer or the Servicing Administrator pursuant to the applicable its Purchase and Servicing Agreement or Servicing Agreement, as applicable, the Master Servicer or the Trustee, as applicable, shall promptly notify the Trustee, Trustee and the Securities Administrator and each Rating Agency through the Rule 17g-5 Information ProviderAgencies, specifying in such notice that the Master Servicer or any successor servicer or successor servicing administratorservicer, as the case may be, has succeeded such Servicer under the Servicer related Purchase and Servicing Agreement or the Servicing AdministratorAgreement, as applicable, under the related Servicing Agreement, which notice shall also specify the name and address of any such successor servicer servicer. (d) Neither the Depositor nor the Trustee shall consent to the assignment by any Servicer of such Servicer’s rights and obligations under the related Purchase and Servicing Agreement or successor servicing administratorServicing Agreement, as applicable, without the prior written consent of the Master Servicer, which consent shall not be unreasonably withheld or delayed.

Duties of the Master Servicer; Enforcement of Servicer’s and Master Servicer’s Obligations. (a) The Master Servicer, on behalf of the Trustee Trustee, the Depositor and the Certificateholders shall, from and after the Closing Date, monitor the performance of the Servicers and the Servicing Administrator under the Servicing Agreements. In performing its obligations hereunder, the Master Servicer shall act in a manner consistent with Accepted Master Servicing Practices. Furthermore, the Master Servicer shall consult with each Servicer and the Servicing Administrator as necessary from time to time to carry out the Master Servicer’s obligations hereunder, shall receive and review all reports, information and other data provided to the Master Servicer by each Servicer and shall enforce use its reasonable good faith efforts to cause the obligation of each Servicer and the Servicing Administrator Servicers duly and punctually to perform all of their duties and observe the covenants, duties, obligations and conditions to be performed or observed by such Servicer or the Servicing Administrator under the related Servicing Agreement. The Master Servicer shall independently and separately monitor each Servicer’s servicing activities and the activities of the Servicing Administrator with respect to each related Mortgage Loan in respect of the provisions of the applicable Servicing Agreement, reconcile the reports and other data provided to the Master Servicer pursuant to the previous sentence on a monthly basis based on the Mortgage Loan data provided to the Master Servicer by or on behalf of the Depositor on the Closing Date (upon which data the Master Servicer shall be entitled to rely and with respect to which the Master Servicer shall have no obligation to confirm or verify) and coordinate corrective adjustments to the records of each Servicer and the Master Servicer, and based on such reconciled and corrected information, the Master Servicer shall provide such information to the Securities Administrator as shall be necessary in order for it to prepare the statements specified in Section 4.02, and prepare any other information and statements required to be forwarded by the Master Servicer hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of each Servicer to the DistributionMaster Servicer Collection Account pursuant to the related Servicing Agreement. The Master Servicer shall, in accordance with each Servicing Agreement, oversee matters relating to the servicing of defaulted Mortgage Loans, including approving certain Mortgage Loan modifications, reviewing environmental reports related to foreclosed Mortgage Properties to determine whether to proceed with a foreclosure, approving certain actions relating to the management of REO Property and approving the release of the original borrower of a Mortgage Loan in connection with Mortgage Loan assumptions. The Master Servicer shall not approve any modification of a Mortgage Loan to extend the maturity date of such Mortgage Loan past the Latest Possible Maturity Date of the Certificates. In its review of the activities of any Servicer and the Servicing Administrator, the Master Servicer may rely upon an Officer’s Certificate of such Servicer or the Servicing Administrator (or similar document signed by an officer of such Servicer or the Servicing Administrator), and such Servicer’s or the Servicing Administrator’s Assessment of Compliance and related Accountant’s Attestation or other accountants’ report provided to the Master Servicer pursuant to the related Servicing Agreement, with regard to such Servicer’s or the Servicing Administrator’s compliance with the terms of its Servicing Agreement. Subject to Section 9.08, the Master Servicer shall not be responsible or liable for the day-to-dayday-to-day servicing activities of any Servicer or for any unlawful act or omission, breach, negligence, fraud, willful misconduct or bad faith of any Servicerthereunder. Upon the occurrence of a default of which an event that, unless cured, would constitute grounds for termination Authorized Officer of the Master Servicer has actual knowledge under a Servicer under the related Servicing Agreement, the Master Servicer shall promptly notify the Trustee and the Depositor thereof, and shall specify in such notice the action, if any, the Master Servicer is taking in respect of such default. So long as any such event of default shall be continuing, the Master Servicer may, and shall, shall if it determines such action to be in the best interests of Certificateholders, (i) terminate all of the rights and powers of such Servicer pursuant to the applicable provisions of the Servicing Agreement; (ii) exercise any rights it may have to enforce the Servicing Agreement against such Servicer; and/or (iii) waive any such default under the Servicing Agreement or take any other action with respect to such default as is permitted thereunder. Notwithstanding any provision of this Agreement or any Servicing Agreement to the immediately preceding sentencecontrary, if the event of default is the failure of a Servicer or the Servicing Administrator to remit any payment required to be made under the terms of the applicable Servicing Agreement, and such failure continues unremedied for the duration of the applicable grace period, then the Master Servicer shall terminate all have no duty or obligation to supervise, monitor or oversee the activities of, or to enforce the obligations of, (i) any Servicer under its Servicing Agreement with respect to any Additional Collateral or any Limited Purpose Surety Bond relating thereto, including, without limitation, the collection of any amounts owing to the rights Trust Fund in respect thereof (unless and powers until the Master Servicer shall have assumed the obligations of such Servicer or the Servicing Administrator pursuant to the applicable provisions of as successor servicer under the related Servicing AgreementAgreement pursuant to this Section 9.01, unless in which case, as successor servicer, it shall be bound to serve and administer the Additional Collateral and any waiver described under Section 6.16 shall have been obtained; provided that, upon related Limited Purpose Surety Bond in accordance with the occurrence provisions of such an event Servicing Agreement) or (ii) any Servicer under its Servicing Agreement with respect to the servicing or administration of default by defaulted or Delinquent Mortgage Loans and the Servicing Administrator, the Master Servicer may, at its option, terminate all management and disposition of any REO Properties or for any actions of the rights and powers of Cenlar FSB pursuant to Trustee or the Cenlar FSB Servicing Agreement unless such a waiver has been obtainedSeller in connection therewith. (b) Upon any termination by the Master Servicer of the a Servicer’s rights and powers of a Servicer or the Servicing Administrator pursuant to the related its Servicing Agreement, the rights and powers of the Servicer or the Servicing Administrator with respect to the related Mortgage Loans shall vest in the Master Servicer and the Master Servicer shall be the successor in all respects to such Servicer or the Servicing Administrator in its capacity as Servicer or Servicing Administrator with respect to such Mortgage Loans under the related Servicing Agreement, unless or until the Master Servicer shall have appointed, with the consent of the TrusteeTrustee and the Rating Agencies, such consent not to be unreasonably withheld, a successor to the Servicer or the Servicing Administrator; provided that, with respect to the appointment of a successor servicer, and in accordance with the applicable provisions of the related Servicing Agreement, such successor servicer shall be a Xxxxxx Xxx- new Fxxxxx Mxx- or Xxxxxxx MacFHLMC-approved Person that is a member in good standing of MERSMERS to serve as successor to the Servicer; provided, furtherhowever, that no Trustee consent or Rating Agency approval shall be required if the successor servicer or successor servicing administrator is a Person person that was a Servicer on the Closing Date; provided, further, that it is understood and agreed by the parties hereto that there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully 193158 Sequoia 2006-1 Pooling and Servicing Agmt. transferred to a successor servicer or a successor servicing administrator (including the Master Servicer). With such consent, the Master Servicer may elect to continue to serve as successor servicer under the Servicing Agreement. Upon appointment of a successor servicer or successor servicing administratorservicer, as authorized under this Section 9.01(b), unless the successor servicer or successor servicing administrator shall have assumed the obligations obligation of the terminated Servicer or the terminated Servicing Administrator, as applicable, under such Servicing Agreement, the Master Servicer, the Trustee and such successor servicer shall enter into a servicing agreement in a form substantially similar to the affected Servicing Agreement or into an agreement with such successor servicing administrator in a form mutually agreed upon by the parties theretoAgreement. In connection with any such appointment, the Master Servicer may make such arrangements for the compensation of such successor servicer or successor servicing administrator as it and such successor shall agree. The Master Servicer , but in its sole discretion no event shall have the right to agree to such compensation of a any successor servicer (including the Master Servicer) be in excess of that permitted payable to a the Servicer under the Servicing Agreements if such increase is, in its good faith and judgment, necessary or advisable to engage a successor servicer. Notwithstanding anything herein to the contrary, in no event shall the Master Servicer be liable for any Servicing Fee or for any differential between the amount of the Servicing Fee paid to the original servicer and the amount necessary to induce any successor servicer to act as successor servicer hereunder. To the extent the successor servicer assumes the obligations of the terminated Servicer under the applicable affected Servicing Agreement, the Master Servicer may amend such Servicing Agreement to effect such change to the Servicing Fee without the consent of the Certificateholders. The Master Servicer shall pay the costs of such enforcement (including the termination of any Servicer or the Servicing AdministratorServicer, the appointment of a successor servicer or successor servicing administrator or the transfer and assumption of the servicing or the servicing administration by the Master Servicer) at its own expense and shall be reimbursed therefor initially (i) by the terminated Servicer or terminated Servicing Administrator, as applicableServicer, (ii) from a general recovery resulting from such enforcement only to the extent, if any, that such recovery exceeds all amounts due in respect of the related Mortgage Loans, (iii) from a specific recovery of costs, expenses or attorney’s fees against the party against whom such enforcement is directed, or (iv) to the extent that such amounts described in (i)-(iii) above are not received by insufficient to reimburse the Master Servicer within 30 days for such costs of the Master Servicer’s request for reimbursement thereforenforcement, from the Trust Fund, as provided in Section 9.04. To the extent the Master Servicer recovers amounts described in (i)-(iii) above subsequent to its reimbursement from the Trust Fund pursuant to (iv) above, then the Master Servicer promptly will reimburse such amounts to the Trust Fund. If the Master Servicer assumes the servicing or servicing administration with respect to any of the Mortgage Loans, it will not assume liability for the representations and warranties of any Servicer or the Servicing Administrator being replaced it replaces or for the errors or omissions of such Servicer or the Servicing AdministratorServicer. (c) Upon any termination of the a Servicer’s rights and powers of any Servicer or the Servicing Administrator pursuant to the applicable its Servicing Agreement, the Master Servicer shall promptly notify the Trustee, Trustee and the Securities Administrator and each Rating Agency through the Rule 17g-5 Information ProviderAgencies, specifying in such notice that the Master Servicer or any successor servicer or successor servicing administratorservicer, as the case may be, has succeeded the Servicer or the Servicing Administrator, as applicable, under the related Servicing Agreement, which notice shall also specify the name and address of any such successor servicer. (d) Unless otherwise specified herein, the provisions of Section 9.01(b) (relating to the Fxxxxx Mxx- and Fxxxxxx Mac- approval and MERS membership of any successor servicer, the form of any servicing agreement to be entered into by such successor servicer and the amount of compensation payable thereunder) and the provisions of Section 9.01(c) (relating to notices to the Trustee, the Securities Administrator and the Rating Agencies) shall apply to any proposed transfer or assignment by the Seller of its rights under any Servicing Agreement or of the servicing thereunder or delegation of its rights or duties thereunder or any portion thereof to any other Person other than the initial Servicer under such Servicing Agreement; provided that the Seller shall not be required to provide prior notice to anyone other than the Master Servicer of any transfer of servicing that occurs within four months following the Closing Date to an entity that is a Servicer on the Closing Date. In addition, neither the Depositor nor the Trustee shall consent to the assignment by any Servicer of such Servicer’s rights and obligations under the Servicing Agreement to a successor servicer other than a Person that was a Servicer on the Closing Date without the prior written consent of the Master Servicer, which consent shall not be unreasonably withheld. 193158 Sequoia 2006-1 Pooling and Servicing Agmt. In connection with any transfer of servicing administrator(whether to another initial Servicer, or otherwise), the Seller shall, at its cost and expense, take such steps, or cause the terminated Servicer to take such steps, as may be necessary or appropriate to effectuate and evidence the transfer of the servicing of the Mortgage Loans to such successor servicer, including, but not limited to, the following: (A) to the extent required by the terms of the Mortgage Loans and by applicable federal and state laws and regulations, the Seller shall cause the prior Servicer to timely mail to each obligor under a Mortgage Loan any required notices or disclosures describing the transfer of servicing of the Mortgage Loans to the successor servicer; (B) prior to the effective date of such transfer of servicing, the Seller shall cause the prior Servicer to transmit to any related insurer notification of such transfer of servicing; (C) on or prior to the effective date of such transfer of servicing, the Seller shall cause the prior Servicer to deliver to the successor servicer all Mortgage Documents and any related records or materials; (D) on or prior to the effective date of such transfer of servicing, the Seller shall cause the prior Servicer to transfer to the successor servicer all funds held by the prior Servicer in respect of the Mortgage Loans; (E) on or prior to the effective date of such transfer of servicing, the Seller shall cause the prior Servicer to, after the effective date of the transfer of servicing to the successor servicer, continue to forward to such successor servicer, within one Business Day of receipt, the amount of any payments or other recoveries received by the prior Servicer, and to notify the successor servicer of the source and proper application of each such payment or recovery; and (F) the Seller shall cause the prior Servicer to, after the effective date of transfer of servicing to the successor servicer, continue to cooperate with the successor servicer to facilitate such transfer in such manner and to such extent as the successor servicer may reasonably request. Notwithstanding the foregoing, the prior Servicer shall be obligated to perform the items listed above to the extent provided in the Servicing Agreement.

Duties of the Master Servicer; Enforcement of Servicer’s and Master Servicer’s Obligations. (a) The Master Servicer, on behalf of the Trustee and the Certificateholders shall, from and after the Closing Date, monitor the performance of the Servicers and the Servicing Administrator under the Servicing Agreements. In performing its obligations hereunder, the Master Servicer shall act in a manner consistent with Accepted Master Servicing Practices. Furthermore, the Master Servicer shall consult with each Servicer and the Servicing Administrator as necessary from time to time to carry out the Master Servicer’s obligations hereunder, shall receive and review all reports, information and other data provided to the Master Servicer by each Servicer and shall enforce the obligation of each Servicer and the Servicing Administrator duly and punctually to perform and observe the covenants, duties, obligations and conditions to be performed or observed by such Servicer or the Servicing Administrator under the related Servicing Agreement. The Master Servicer shall independently and separately monitor each Servicer’s servicing activities and the activities of the Servicing Administrator with respect to each related Mortgage Loan in respect of the provisions of the applicable Servicing Agreement, reconcile the reports and other data provided to the Master Servicer pursuant to the previous sentence on a monthly basis based on the Mortgage Loan data provided to the Master Servicer by or on behalf of the Depositor on the Closing Date (upon which data the Master Servicer shall be entitled to rely and with respect to which the Master Servicer shall have no obligation to confirm or verify) and coordinate corrective adjustments to the records of each Servicer and the Master Servicer, and based on such reconciled and corrected information, the Master Servicer shall provide such information to the Securities Administrator as shall be necessary in order for it to prepare the statements specified in Section 4.02, and prepare any other information and statements required to be forwarded by the Master Servicer hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of each Servicer to the DistributionMaster Servicer Collection Distribution Account pursuant to the related Servicing Agreement. The Master Servicer shall, in accordance with each Servicing Agreement, oversee matters relating to the servicing of defaulted Mortgage Loans, including approving certain Mortgage Loan modifications, reviewing environmental reports related to foreclosed Mortgage Properties to determine whether to proceed with a foreclosure, approving certain actions relating to the management of REO Property and approving the release of the original borrower of a Mortgage Loan in connection with Mortgage Loan assumptions. The Master Servicer shall not approve any modification of a Mortgage Loan to extend the maturity date of such Mortgage Loan past the Latest Possible Maturity Date of the Certificates. In its review of the activities of any Servicer and the Servicing Administrator, the Master Servicer may rely upon an Officer’s Certificate of such Servicer or the Servicing Administrator (or similar document signed by an officer of such Servicer or the Servicing Administrator), and such Servicer’s or the Servicing Administrator’s Assessment of Compliance and related Accountant’s Attestation or other accountants’ report provided to the Master Servicer pursuant to the related Servicing Agreement, with regard to such Servicer’s or the Servicing Administrator’s compliance with the terms of its Servicing Agreement. Subject to Section 9.08, the Master Servicer shall not be responsible or liable for the day-to-dayday-to-day servicing activities of any Servicer or for any unlawful act or omission, breach, negligence, fraud, willful misconduct or bad faith of any Servicer. Upon the occurrence of an event that, unless cured, would constitute grounds for termination of a Servicer under the related Servicing Agreement, the Master Servicer shall promptly notify the Trustee and the Depositor thereof, and shall specify in such notice the action, if any, the Master Servicer is taking in respect of such default. So long as any such event of default shall be continuing, the Master Servicer may, and shall, if it determines such action to be in the best interests of Certificateholders, (i) terminate all of the rights and powers of such Servicer pursuant to the applicable provisions of the Servicing Agreement; (ii) exercise any rights it may have to enforce the Servicing Agreement against such Servicer; and/or (iii) waive any such default under the Servicing Agreement or take any other action with respect to such default as is permitted thereunder. Notwithstanding the immediately preceding sentence, if the event of default is the failure of a Servicer or the Servicing Administrator to remit any payment required to be made under the terms of the applicable Servicing Agreement, and such failure continues unremedied for the duration of the applicable grace period, then the Master Servicer shall terminate all of the rights and powers of such Servicer or the Servicing Administrator pursuant to the applicable provisions of the related Servicing Agreement, unless any waiver described under Section 6.16 shall have been obtained; provided that, upon the occurrence of such an event of default by the Servicing Administrator, the Master Servicer may, at its option, terminate all of the rights and powers of Cenlar FSB pursuant to the Cenlar FSB Servicing Agreement unless such a waiver has been obtained. (b) Upon any termination by the Master Servicer of the rights and powers of a Servicer or the Servicing Administrator pursuant to the related Servicing Agreement, the rights and powers of the Servicer or the Servicing Administrator with respect to the related Mortgage Loans shall vest in the Master Servicer and the Master Servicer shall be the successor in all respects to such Servicer or the Servicing Administrator in its capacity as Servicer or Servicing Administrator with respect to such Mortgage Loans under the related Servicing Agreement, unless or until the Master Servicer shall have appointed, with the consent of the Trustee, such consent not to be unreasonably withheld, a successor to the Servicer or the Servicing Administrator; provided that, with respect to the appointment of a successor servicer, in accordance with the applicable provisions of the related Servicing Agreement, such successor servicer shall be a Xxxxxx Xxx- Fxxxxx Mxx- or Xxxxxxx Fxxxxxx Mac-approved Person that is a member in good standing of MERS; provided, further, that no Trustee consent shall be required if the successor servicer or successor servicing administrator is a Person that was a Servicer on the Closing Date; provided, further, that it is understood and agreed by the parties hereto that there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to a successor servicer or a successor servicing administrator (including the Master Servicer). Upon appointment of a successor servicer or successor servicing administrator, as authorized under this Section 9.01(b), unless the successor servicer or successor servicing administrator shall have assumed the obligations of the terminated Servicer or the terminated Servicing Administrator, as applicable, under such Servicing Agreement, the Master Servicer, the Trustee and such successor servicer shall enter into a servicing agreement in a form substantially similar to the affected Servicing Agreement or into an agreement with such successor servicing administrator in a form mutually agreed upon by the parties thereto. In connection with any such appointment, the Master Servicer may make such arrangements for the compensation of such successor servicer or successor servicing administrator as it and such successor shall agree. The Master Servicer in its sole discretion shall have the right to agree to compensation of a successor servicer in excess of that permitted to a Servicer under the Servicing Agreements if such increase is, in its good faith and judgment, necessary or advisable to engage a successor servicer. Notwithstanding anything herein to the contrary, in no event shall the Master Servicer be liable for any Servicing Fee or for any differential between the amount of the Servicing Fee paid to the original servicer and the amount necessary to induce any successor servicer to act as successor servicer hereunder. To the extent the successor servicer assumes the obligations of the terminated Servicer under the applicable Servicing Agreement, the Master Servicer may amend such Servicing Agreement to effect such change to the Servicing Fee without the consent of the Certificateholders. The Master Servicer shall pay the costs of such enforcement (including the termination of any Servicer or the Servicing Administrator, the appointment of a successor servicer or successor servicing administrator or the transfer and assumption of the servicing or the servicing administration by the Master Servicer) at its own expense and shall be reimbursed therefor initially (i) by the terminated Servicer or terminated Servicing Administrator, as applicable, (ii) from a general recovery resulting from such enforcement only to the extent, if any, that such recovery exceeds all amounts due in respect of the related Mortgage Loans, (iii) from a specific recovery of costs, expenses or attorney’s fees against the party against whom such enforcement is directed, or (iv) to the extent that such amounts described in (i)-(iii) above are not received by the Master Servicer within 30 days of the Master Servicer’s 's request for reimbursement therefor, from the Trust Fund, as provided in Section 9.04. To the extent the Master Servicer recovers amounts described in (i)-(iii) above subsequent to its reimbursement from the Trust Fund pursuant to (iv) above, then the Master Servicer promptly will reimburse such amounts to the Trust Fund. If the Master Servicer assumes the servicing or servicing administration with respect to any of the Mortgage Loans, it will not assume liability for the representations and warranties of any Servicer or the Servicing Administrator being replaced or for the errors or omissions of such Servicer or the Servicing Administrator. (c) Upon any termination of the rights and powers of any Servicer or the Servicing Administrator pursuant to the applicable Servicing Agreement, the Master Servicer shall promptly notify the Trustee, the Securities Administrator and each Rating Agency through the Rule 17g-5 Information Provider, specifying in such notice that the Master Servicer or any successor servicer or successor servicing administrator, as the case may be, has succeeded the Servicer or the Servicing Administrator, as applicable, under the related Servicing Agreement, which notice shall also specify the name and address of any such successor servicer or successor servicing administratoradministrator .

Duties of the Master Servicer; Enforcement of Servicer’s and Master Servicer’s Obligations. (a) The Master Servicer, on behalf of the Trustee Trustee, the Securities Administrator, the Depositor and the Certificateholders shallCertificateholders, from and after the Closing Date, shall monitor the performance of the Servicers and the Servicing Administrator under the Servicing Agreements. In performing , and (except as set forth below) shall use its obligations hereunder, reasonable good faith efforts to cause the Master Servicer shall act in a manner consistent with Accepted Master Servicing Practices. Furthermore, the Master Servicer shall consult with each Servicer and the Servicing Administrator as necessary from time Servicers to time to carry out the Master Servicer’s obligations hereunder, shall receive and review all reports, information and other data provided to the Master Servicer by each Servicer and shall enforce the obligation of each Servicer and the Servicing Administrator duly and punctually to perform their duties and observe the covenants, duties, obligations and conditions to be performed or observed by such Servicer or the Servicing Administrator under the related Servicing Agreement. The Master Servicer shall independently and separately monitor each Servicer’s servicing activities and the activities of the Servicing Administrator with respect to each related Mortgage Loan in respect of the provisions of the applicable Servicing Agreement, reconcile the reports and other data provided to the Master Servicer pursuant to the previous sentence on a monthly basis based on the Mortgage Loan data provided to the Master Servicer by or on behalf of the Depositor on the Closing Date (upon which data the Master Servicer shall be entitled to rely and with respect to which the Master Servicer shall have no obligation to confirm or verify) and coordinate corrective adjustments to the records of each Servicer and the Master Servicer, and based on such reconciled and corrected information, the Master Servicer shall provide such information to the Securities Administrator as shall be necessary in order for it to prepare the statements specified in Section 4.02, and prepare any other information and statements required to be forwarded by the Master Servicer hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of each Servicer to the DistributionMaster Servicer Collection Account pursuant to the related Servicing Agreement. The Master Servicer shall, in accordance with each Servicing Agreement, oversee matters relating to the servicing of defaulted Mortgage Loans, including approving certain Mortgage Loan modifications, reviewing environmental reports related to foreclosed Mortgage Properties to determine whether to proceed with a foreclosure, approving certain actions relating to the management of REO Property and approving the release of the original borrower of a Mortgage Loan in connection with Mortgage Loan assumptions. The Master Servicer shall not approve any modification of a Mortgage Loan to extend the maturity date of such Mortgage Loan past the Latest Possible Maturity Date of the Certificates. In its review of the activities of any Servicer and the Servicing Administrator, the Master Servicer may rely upon an Officer’s Certificate of such Servicer or the Servicing Administrator (or similar document signed by an officer of such Servicer or the Servicing Administrator), and such Servicer’s or the Servicing Administrator’s Assessment of Compliance and related Accountant’s Attestation or other accountants’ report provided to the Master Servicer pursuant to the related Servicing Agreement, with regard to such Servicer’s or the Servicing Administrator’s compliance with the terms of its Servicing Agreement. Subject to Section 9.08, the Master Servicer shall not be responsible or liable for the day-to-dayday-to-day servicing activities of any Servicer or for any unlawful act or omission, breach, negligence, fraud, willful misconduct or bad faith of any Servicerthereunder. Upon the occurrence of an event that, unless cured, would constitute grounds for termination of a Servicer Event of Default of which a Responsible Officer of the Master Servicer has actual knowledge under the related a Servicing Agreement, the Master Servicer shall promptly notify the Trustee and the Depositor thereof, Securities Administrator and shall specify in such notice the action, if any, the Master Servicer is taking plans to take in respect of such default. So long as any such event of default shall be continuing, the Master Servicer may, and shall, if it determines such action to be in the best interests of Certificateholders, may (i) terminate all of the rights and powers of such Servicer pursuant to the applicable provisions of the Servicing Agreement; (ii) exercise any rights it may have to enforce the Servicing Agreement against such Servicer; and/or (iii) waive any such default under the Servicing Agreement in accordance with Section 7.01 hereof or (iv) take any other action with respect to such default as is permitted thereunder. Notwithstanding the immediately preceding sentenceExcept as set forth in Section 4.06 hereof, if the event of default is the failure of a Servicer or the Servicing Administrator to remit any payment required to be made under the terms of the applicable Servicing Agreement, and such failure continues unremedied for the duration of the applicable grace period, then the Master Servicer shall terminate all have no duty to supervise any Servicer’s activities related to the servicing or administration of the rights and powers of such Servicer defaulted or delinquent Mortgage Loans or the Servicing Administrator pursuant to the applicable provisions management and disposition of the related Servicing Agreement, unless any waiver described under Section 6.16 shall have been obtained; provided that, upon the occurrence of such an event of default by the Servicing Administrator, the Master Servicer may, at its option, terminate all of the rights and powers of Cenlar FSB pursuant to the Cenlar FSB Servicing Agreement unless such a waiver has been obtainedREO Properties. (b) Upon any termination by the Master Servicer of the rights and powers of a Servicer or the Servicing Administrator pursuant to the related Servicing Agreement, the rights and powers of the Servicer or the Servicing Administrator with respect to the related Mortgage Loans shall vest in the Master Servicer and the Master Servicer shall be the successor in all respects to such Servicer or the Servicing Administrator in its capacity as Servicer or Servicing Administrator with respect to such Mortgage Loans under the related Servicing Agreement, unless or until the Master Servicer shall have appointed, with the consent of the Trustee, such consent not to be unreasonably withheld, a successor to the Servicer or the Servicing Administrator; provided that, with respect to the appointment of a successor servicer, in accordance with the applicable provisions of the related Servicing Agreement, such successor servicer shall be a Xxxxxx Xxx- or Xxxxxxx Mac-approved Person that is a member in good standing of MERS; provided, further, that no Trustee consent shall be required if the successor servicer or successor servicing administrator is a Person that was a Servicer on the Closing Date; provided, further, that it is understood and agreed by the parties hereto that there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to a successor servicer or a successor servicing administrator (including the Master Servicer). Upon appointment of a successor servicer or successor servicing administrator, as authorized under this Section 9.01(b), unless the successor servicer or successor servicing administrator shall have assumed the obligations of the terminated Servicer or the terminated Servicing Administrator, as applicable, under such Servicing Agreement, the Master Servicer, the Trustee and such successor servicer shall enter into a servicing agreement in a form substantially similar to the affected Servicing Agreement or into an agreement with such successor servicing administrator in a form mutually agreed upon by the parties thereto. In connection with any such appointment, the Master Servicer may make such arrangements for the compensation of such successor servicer or successor servicing administrator as it and such successor shall agree. The Master Servicer in its sole discretion shall have the right to agree to compensation of a successor servicer in excess of that permitted to a Servicer under the Servicing Agreements if such increase is, in its good faith and judgment, necessary or advisable to engage a successor servicer. Notwithstanding anything herein to the contrary, in no event shall the Master Servicer be liable for any Servicing Fee or for any differential between the amount of the Servicing Fee paid to the original servicer and the amount necessary to induce any successor servicer to act as successor servicer hereunder. To the extent the successor servicer assumes the obligations of the terminated Servicer under the applicable Servicing Agreement, the Master Servicer may amend such Servicing Agreement to effect such change to the Servicing Fee without the consent of the Certificateholders. The Master Servicer shall pay the costs of such enforcement monitoring the Servicers as required hereunder (including the costs associated with (i) termination of any Servicer or the Servicing Administrator, (ii) the appointment of a successor servicer and shall, to the extent permitted by the related Servicing Agreement, seek reimbursement therefor initially from the terminated Servicer. In the event the full costs associated with the transition of servicing responsibilities to the Master Servicer are not paid for by the predecessor or successor servicing administrator or the transfer and assumption of the servicing or the servicing administration by Servicer (provided such successor Servicer is not the Master Servicer) at its own expense and shall ), the Master Servicer may be reimbursed therefor initially (i) by the terminated Servicer or terminated Servicing Administrator, as applicable, (ii) from a general recovery resulting from such enforcement only to the extent, if any, that such recovery exceeds all amounts due in respect Trust for out of the related Mortgage Loans, (iii) from a specific recovery of costs, expenses or attorney’s fees against the party against whom such enforcement is directed, or (iv) to the extent that such amounts described in (i)-(iii) above are not received pocket costs incurred by the Master Servicer within 30 days associated with any such transfer of the Master Servicer’s request for reimbursement therefor, servicing duties from the Trust Fund, as provided in Section 9.04. To the extent the Master a Servicer recovers amounts described in (i)-(iii) above subsequent to its reimbursement from the Trust Fund pursuant to (iv) above, then the Master Servicer promptly will reimburse such amounts to the Trust Fund. If the Master Servicer assumes the servicing or servicing administration with respect to any of the Mortgage Loans, it will not assume liability for the representations and warranties of any Servicer or the Servicing Administrator being replaced or for the errors or omissions of such Servicer or the Servicing Administratorother successor servicer. (c) Upon any termination None of the rights and powers of any Servicer or the Servicing Administrator pursuant to the applicable Servicing Agreement, the Master Servicer shall promptly notify the TrusteeDepositor, the Securities Administrator nor the Trustee shall consent to the assignment by any Servicer of such Servicer’s rights and each Rating Agency through obligations under any Servicing Agreement without the Rule 17g-5 Information Provider, specifying in such notice that prior written consent of the Master Servicer or any successor servicer or successor servicing administrator, as the case may be, has succeeded the Servicer or the Servicing Administrator, as applicable, under the related Servicing AgreementServicer, which notice consent shall also specify the name and address of any such successor servicer or successor servicing administratornot be unreasonably withheld.

Duties of the Master Servicer; Enforcement of Servicer’s and Master Servicer’s Obligations. (a) The Master Servicer, on behalf of the Trustee Trustee, the Depositor and the Certificateholders shall, from and after the Closing Date, shall monitor the performance of the Servicers and the Servicing Administrator under the Purchase and Servicing Agreements. In performing its obligations hereunder, the Master Servicer shall act in a manner consistent with Accepted Master Servicing Practices. Furthermore, the Master Servicer shall consult with each Servicer and the Servicing Administrator as necessary from time to time to carry out the Master Servicer’s obligations hereunder, shall receive and review all reports, information and other data provided to the Master Servicer by each Servicer and shall enforce use its reasonable good faith efforts to cause the obligation of each Servicer and the Servicing Administrator Servicers duly and punctually to perform all of their respective duties and observe the covenants, duties, obligations and conditions to be performed or observed by such Servicer or the Servicing Administrator under the related Servicing Agreement. The Master Servicer shall independently and separately monitor each Servicer’s servicing activities and the activities of the Servicing Administrator with respect to each related Mortgage Loan in respect of the provisions of the applicable Servicing Agreement, reconcile the reports and other data provided to the Master Servicer pursuant to the previous sentence on a monthly basis based on the Mortgage Loan data provided to the Master Servicer by or on behalf of the Depositor on the Closing Date (upon which data the Master Servicer shall be entitled to rely and with respect to which the Master Servicer shall have no obligation to confirm or verify) and coordinate corrective adjustments to the records of each Servicer and the Master Servicer, and based on such reconciled and corrected information, the Master Servicer shall provide such information to the Securities Administrator as shall be necessary in order for it to prepare the statements specified in Section 4.02, and prepare any other information and statements required to be forwarded by the Master Servicer hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of each Servicer to the DistributionMaster Servicer Collection Account pursuant to the related Servicing Agreement. The Master Servicer shall, in accordance with each Servicing Agreement, oversee matters relating to the servicing of defaulted Mortgage Loans, including approving certain Mortgage Loan modifications, reviewing environmental reports related to foreclosed Mortgage Properties to determine whether to proceed with a foreclosure, approving certain actions relating to the management of REO Property and approving the release of the original borrower of a Mortgage Loan in connection with Mortgage Loan assumptions. The Master Servicer shall not approve any modification of a Mortgage Loan to extend the maturity date of such Mortgage Loan past the Latest Possible Maturity Date of the Certificates. In its review of the activities of any Servicer and the Servicing Administrator, the Master Servicer may rely upon an Officer’s Certificate of such Servicer or the Servicing Administrator (or similar document signed by an officer of such Servicer or the Servicing Administrator), and such Servicer’s or the Servicing Administrator’s Assessment of Compliance and related Accountant’s Attestation or other accountants’ report provided to the Master Servicer pursuant to the related Servicing Agreement, with regard to such Servicer’s or the Servicing Administrator’s compliance with the terms of its Servicing Agreement. Subject to Section 9.08, the Master Servicer shall not be responsible or liable for the day-to-dayday-to-day servicing activities of any Servicer or for any unlawful act or omission, breach, negligence, fraud, willful misconduct or bad faith of any Servicerthereunder. Upon the occurrence of an event that, unless cured, would constitute grounds for termination a default of which a Responsible Officer of the Master Servicer has actual knowledge under the related a Purchase and Servicing Agreement, the Master Servicer shall promptly notify the Trustee and the Depositor thereof, and shall specify in such notice the action, if any, the Master Servicer is taking in respect of such default. So long as any such event of default shall be continuing, the Master Servicer may, and shall, shall if it determines such action to be in the best interests of Certificateholders, (i) terminate all of the rights and powers of such Servicer pursuant to the applicable provisions of the related Purchase and Servicing Agreement; (ii) exercise any rights it may have to enforce the related Purchase and Servicing Agreement against such Servicer; and/or (iii) waive any such default under the related Purchase and Servicing Agreement or take any other action with respect to such default as is permitted thereunder. Notwithstanding anything to the immediately preceding sentencecontrary in this Agreement, if with respect to any Additional Collateral Mortgage Loan, the event Master Servicer will have no duty or obligation to supervise, monitor or oversee the activities of default is the failure related Servicer under any Purchase and Servicing Agreement with respect to any Additional Collateral or under any agreement relating to the pledge of, or the perfection of a pledge or 128 security interest in, any Additional Collateral except upon the occurrence of the following events (i) in the case of a final liquidation of any Mortgaged Property secured by Additional Collateral, the Master Servicer or shall enforce the Servicing Administrator to remit any payment required to be made obligation of the Servicer under the terms of the applicable related Servicing Agreement to liquidate such Additional Collateral as required by such Servicing Agreement, and such failure continues unremedied for the duration of the applicable grace period, then (ii) if the Master Servicer shall terminate all of assumes the rights and powers obligations of such Servicer or the Servicing Administrator pursuant to the applicable provisions of as successor Servicer under the related Servicing AgreementAgreement pursuant to this Section 9.01, unless any waiver described under Section 6.16 as successor Servicer, it shall have been obtained; provided that, upon be bound to service and administer the occurrence Additional Collateral in accordance with the provisions of such an event of default by the Servicing Administrator, the Master Servicer may, at its option, terminate all of the rights and powers of Cenlar FSB pursuant to the Cenlar FSB Servicing Agreement unless such a waiver has been obtainedAgreement. (b) Upon any termination by the Master Servicer of the a Servicer's rights and powers of a Servicer or the Servicing Administrator pursuant to the related its Purchase and Servicing Agreement, the rights and powers of the such Servicer or the Servicing Administrator with respect to the related Mortgage Loans shall vest in the Master Servicer and the Master Servicer shall be the successor in all respects to such Servicer or the Servicing Administrator in its capacity as Servicer or Servicing Administrator with respect to such Mortgage Loans under the related Purchase and Servicing Agreement, unless or until the Master Servicer shall have appointedappointed (and the Trustee shall have acknowledged), with the consent of the Trustee, such consent not to be unreasonably withheld, a successor to the Servicer or the Servicing Administrator; provided that, with respect to the appointment of a successor servicer, Rating Agencies and in accordance with the applicable provisions of the related Purchase and Servicing Agreement, such successor servicer shall be a Xxxxxx Xxx- new Fannie Mae- or Xxxxxxx MacFHLMC-approved Person that is a member in good standing of MERSPerxxx xx xxxve as successor to the Servicer; provided, further, that no Trustee consent shall be required if the successor servicer or successor servicing administrator is a Person that was a Servicer on the Closing Date; provided, furtherhowever, that it is understood and agreed by the parties hereto that there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to a successor servicer or a successor servicing administrator (including the Master Servicer). With such letter from the Rating Agencies, the Master Servicer may elect to continue to serve as successor servicer under the Purchase and Servicing Agreement. Upon appointment of a successor servicer or successor servicing administratorservicer, as authorized under this Section 9.01(b), unless the successor servicer or successor servicing administrator shall have assumed the obligations of the terminated Servicer or the terminated Servicing Administrator, as applicable, under such Purchase and Servicing Agreement, the Master Servicer, the Trustee Servicer and such successor servicer shall enter into a servicing agreement in a form substantially similar to the affected Purchase and Servicing Agreement or into an agreement with Agreement, and the Trustee shall acknowledge such successor servicing administrator in a form mutually agreed upon by the parties theretoagreement. In connection with any such appointment, the Master Servicer may make such arrangements for the compensation of such successor servicer or successor servicing administrator as it and such successor servicer shall agree. The Master Servicer , but in its sole discretion no event shall have the right to agree to such compensation of a any successor servicer (including the Master Servicer) be in excess of that permitted payable to a the Servicer under the Servicing Agreements if such increase is, in its good faith affected Purchase and judgment, necessary or advisable to engage a successor servicer. Notwithstanding anything herein to the contrary, in no event shall the Master Servicer be liable for any Servicing Fee or for any differential between the amount of the Servicing Fee paid to the original servicer and the amount necessary to induce any successor servicer to act as successor servicer hereunder. To the extent the successor servicer assumes the obligations of the terminated Servicer under the applicable Servicing Agreement, the Master Servicer may amend such Servicing Agreement to effect such change to the Servicing Fee without the consent of the Certificateholders. The Master Servicer shall pay the costs of such enforcement (including the termination of any Servicer or the Servicing Administratora Servicer, the appointment of a successor servicer or successor servicing administrator or the transfer and assumption of the servicing or the servicing administration by the Master Servicer) at its own expense and shall be reimbursed therefor initially (i) by the terminated Servicer or terminated Servicing Administrator, as applicableServicer, (ii) from a general recovery resulting from such enforcement only to the extent, if any, that such recovery exceeds all amounts due in respect of the related Mortgage Loans, (iii) from a specific recovery of costs, expenses or attorney’s 's fees against the party against whom such enforcement is directed, or (iv) to the extent that such amounts described in (i)-(iii) above are not received by insufficient to reimburse the Master Servicer within 30 days for such costs of the Master Servicer’s request for reimbursement thereforenforcement, from the Trust Fund, as provided in Section 9.04. To the extent the Master Servicer recovers amounts described in (i)-(iii) above subsequent to its reimbursement from the Trust Fund pursuant to (iv) above, then the Master Servicer promptly will reimburse such amounts to the Trust Fund. If the Master Servicer assumes the servicing or servicing administration with respect to any of the Mortgage Loans, it will not assume liability for the representations and warranties of any Servicer or the Servicing Administrator being replaced it replaces or for the errors or omissions of such Servicer. 129 If the Seller is the owner of the servicing rights and the Seller chooses to terminate that Servicer with or without cause and sell those servicing rights to a successor servicer, then the Servicing AdministratorDepositor shall cause the Seller to give reasonable prior written notice to the Master Servicer, and obtain the prior written consent of the Rating Agencies and a New Fannie Mae- or FHLMC-approved Perxxx xxaxxxably acceptable to the Master Servicer shall be chosen by the Seller and appointed as successor servicer with the acknowledgment of the Master Servicer and the Trustee. The Depositor shall cause the costs of such transfer (including any costs of the Master Servicer) to be borne by the Seller. (c) Upon any termination of the a Servicer's rights and powers of any Servicer or the Servicing Administrator pursuant to the applicable its Purchase and Servicing Agreement, the Master Servicer shall promptly notify the Trustee, Trustee and the Securities Administrator and each Rating Agency through the Rule 17g-5 Information ProviderAgencies, specifying in such notice that the Master Servicer or any successor servicer or successor servicing administratorservicer, as the case may be, has succeeded the such Servicer or the Servicing Administrator, as applicable, under the related Purchase and Servicing AgreementAgreement or under any other servicing agreement reasonably satisfactory to the Master Servicer and the Rating Agencies), which notice shall also specify the name and address of any such successor servicer servicer. (d) The Depositor shall not consent to the assignment by any Servicer of such Servicer's rights and obligations under the related Purchase and Servicing Agreement without the prior written consent of the Master Servicer, which consent shall not be unreasonably withheld. (e) The Trustee shall execute and deliver, at the written request of the Master Servicer or successor servicing administratorany Servicer, and furnish to the Master Servicer and any Servicer, at the expense of the requesting party, a power of attorney in the standard form provided by the Trustee to take title to the Mortgaged Properties after foreclosure in the name of and on behalf of the Trustee and for the purposes described herein to the extent necessary or desirable to enable the Master Servicer or any Servicer to perform its respective duties. The Trustee shall not be liable for the actions of the Master Servicer or any Servicer under such powers of attorney.

Duties of the Master Servicer; Enforcement of Servicer’s and Master Servicer’s Obligations. (a) The Master Servicer, on behalf of the Trustee Trustee, the Depositor and the Certificateholders shall, from and after the Closing Date, shall monitor the performance of the Servicers and the Servicing Administrator under the Purchase and Servicing Agreements. In performing its obligations hereunder, the Master Servicer shall act in a manner consistent with Accepted Master Servicing Practices. Furthermore, the Master Servicer shall consult with each Servicer and the Servicing Administrator as necessary from time to time to carry out the Master Servicer’s obligations hereunder, shall receive and review all reports, information and other data provided to the Master Servicer by each Servicer and shall enforce use its reasonable good faith efforts to cause the obligation of each Servicer and the Servicing Administrator Servicers duly and punctually to perform all of their respective duties and observe the covenants, duties, obligations and conditions to be performed or observed by such Servicer or the Servicing Administrator under the related Servicing Agreement. The Master Servicer shall independently and separately monitor each Servicer’s servicing activities and the activities of the Servicing Administrator with respect to each related Mortgage Loan in respect of the provisions of the applicable Servicing Agreement, reconcile the reports and other data provided to the Master Servicer pursuant to the previous sentence on a monthly basis based on the Mortgage Loan data provided to the Master Servicer by or on behalf of the Depositor on the Closing Date (upon which data the Master Servicer shall be entitled to rely and with respect to which the Master Servicer shall have no obligation to confirm or verify) and coordinate corrective adjustments to the records of each Servicer and the Master Servicer, and based on such reconciled and corrected information, the Master Servicer shall provide such information to the Securities Administrator as shall be necessary in order for it to prepare the statements specified in Section 4.02, and prepare any other information and statements required to be forwarded by the Master Servicer hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of each Servicer to the DistributionMaster Servicer Collection Account pursuant to the related Servicing Agreement. The Master Servicer shall, in accordance with each Servicing Agreement, oversee matters relating to the servicing of defaulted Mortgage Loans, including approving certain Mortgage Loan modifications, reviewing environmental reports related to foreclosed Mortgage Properties to determine whether to proceed with a foreclosure, approving certain actions relating to the management of REO Property and approving the release of the original borrower of a Mortgage Loan in connection with Mortgage Loan assumptions. The Master Servicer shall not approve any modification of a Mortgage Loan to extend the maturity date of such Mortgage Loan past the Latest Possible Maturity Date of the Certificates. In its review of the activities of any Servicer and the Servicing Administrator, the Master Servicer may rely upon an Officer’s Certificate of such Servicer or the Servicing Administrator (or similar document signed by an officer of such Servicer or the Servicing Administrator), and such Servicer’s or the Servicing Administrator’s Assessment of Compliance and related Accountant’s Attestation or other accountants’ report provided to the Master Servicer pursuant to the related Servicing Agreement, with regard to such Servicer’s or the Servicing Administrator’s compliance with the terms of its Servicing Agreement. Subject to Section 9.08, the Master Servicer shall not be responsible or liable for the day-to-dayday-to-day servicing activities of any Servicer or for any unlawful act or omission, breach, negligence, fraud, willful misconduct or bad faith of any Servicerthereunder. Upon the occurrence of an event that, unless cured, would constitute grounds for termination a default of which a Responsible Officer of the Master Servicer has actual knowledge under the related a Purchase and Servicing Agreement, the Master Servicer shall promptly notify the Trustee and the Depositor thereof, and shall specify in such notice the action, if any, the Master Servicer is taking in respect of such default. So long as any such event of default shall be continuing, the Master Servicer may, and shall, shall if it determines such action to be in the best interests of Certificateholders, (i) terminate all of the rights and powers of such Servicer pursuant to the applicable provisions of the related Purchase and Servicing Agreement; (ii) exercise any rights it may have to enforce the related Purchase and Servicing Agreement against such Servicer; and/or (iii) waive any such default under the related Purchase and Servicing Agreement or take any other action with respect to such default as is permitted thereunder. Notwithstanding anything to the immediately preceding sentencecontrary in this Agreement, if with respect to any Additional Collateral Mortgage Loan, the event Master Servicer will have no duty or obligation to supervise, monitor or oversee the activities of default is the failure related Servicer under any Purchase and Servicing Agreement with respect to any Additional Collateral or under any agreement relating to the pledge of, or the perfection of a pledge or security interest in, any Additional Collateral except upon the occurrence of the following events (i) in the case of a final liquidation of any Mortgaged Property secured by Additional Collateral, the Master Servicer or shall enforce the Servicing Administrator to remit any payment required to be made obligation of the Servicer under the terms of the applicable related Servicing Agreement to liquidate such Additional Collateral as required by such Servicing Agreement, and such failure continues unremedied for the duration of the applicable grace period, then (ii) if the Master Servicer shall terminate all of assumes the rights and powers obligations of such Servicer or the Servicing Administrator pursuant to the applicable provisions of as successor Servicer under the related Servicing AgreementAgreement pursuant to this Section 9.01, unless any waiver described under Section 6.16 as successor Servicer, it shall have been obtained; provided that, upon be bound to service and administer the occurrence Additional Collateral in accordance with the provisions of such an event of default by the Servicing Administrator, the Master Servicer may, at its option, terminate all of the rights and powers of Cenlar FSB pursuant to the Cenlar FSB Servicing Agreement unless such a waiver has been obtainedAgreement. (b) Upon any termination by the Master Servicer of the a Servicer's rights and powers of a Servicer or the Servicing Administrator pursuant to the related its Purchase and Servicing Agreement, the rights and powers of the such Servicer or the Servicing Administrator with respect to the related Mortgage Loans shall vest in the Master Servicer and the Master Servicer shall be the successor in all respects to such Servicer or the Servicing Administrator in its capacity as Servicer or Servicing Administrator with respect to such Mortgage Loans under the related Purchase and Servicing Agreement, unless or until the Master Servicer shall have appointedappointed (and the Trustee shall have acknowledged), with the consent of the Trustee, such consent not to be unreasonably withheld, a successor to the Servicer or the Servicing Administrator; provided that, with respect to the appointment of a successor servicer, Rating Agencies and in accordance with the applicable provisions of the related Purchase and Servicing Agreement, such successor servicer shall be a Xxxxxx Xxx- new Fannie Mae- or Xxxxxxx MacFHLMC-approved Person that is a member in good standing of MERSto serve as successor to the Sxxxxxxr; providedxrovided, further, that no Trustee consent shall be required if the successor servicer or successor servicing administrator is a Person that was a Servicer on the Closing Date; provided, furtherhowever, that it is understood and agreed by the parties hereto that there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to a successor servicer or a successor servicing administrator (including the Master Servicer). With such letter from the Rating Agencies, the Master Servicer may elect to continue to serve as successor servicer under the Purchase and Servicing Agreement. Upon appointment of a successor servicer or successor servicing administratorservicer, as authorized under this Section 9.01(b), unless the successor servicer or successor servicing administrator shall have assumed the obligations of the terminated Servicer or the terminated Servicing Administrator, as applicable, under such Purchase and Servicing Agreement, the Master Servicer, the Trustee Servicer and such successor servicer shall enter into a servicing agreement in a form substantially similar to the affected Purchase and Servicing Agreement or into an agreement with Agreement, and the Trustee shall acknowledge such successor servicing administrator in a form mutually agreed upon by the parties theretoagreement. In connection with any such appointment, the Master Servicer may make such arrangements for the compensation of such successor servicer or successor servicing administrator as it and such successor servicer shall agree. The Master Servicer , but in its sole discretion no event shall have the right to agree to such compensation of a any successor servicer (including the Master Servicer) be in excess of that permitted payable to a the Servicer under the Servicing Agreements if such increase is, in its good faith affected Purchase and judgment, necessary or advisable to engage a successor servicer. Notwithstanding anything herein to the contrary, in no event shall the Master Servicer be liable for any Servicing Fee or for any differential between the amount of the Servicing Fee paid to the original servicer and the amount necessary to induce any successor servicer to act as successor servicer hereunder. To the extent the successor servicer assumes the obligations of the terminated Servicer under the applicable Servicing Agreement, the Master Servicer may amend such Servicing Agreement to effect such change to the Servicing Fee without the consent of the Certificateholders. The Master Servicer shall pay the costs of such enforcement (including the termination of any Servicer or the Servicing Administratora Servicer, the appointment of a successor servicer or successor servicing administrator or the transfer and assumption of the servicing or the servicing administration by the Master Servicer) at its own expense and shall be reimbursed therefor initially (i) by the terminated Servicer or terminated Servicing Administrator, as applicableServicer, (ii) from a general recovery resulting from such enforcement only to the extent, if any, that such recovery exceeds all amounts due in respect of the related Mortgage Loans, (iii) from a specific recovery of costs, expenses or attorney’s 's fees against the party against whom such enforcement is directed, or (iv) to the extent that such amounts described in (i)-(iii) above are not received by insufficient to reimburse the Master Servicer within 30 days for such costs of the Master Servicer’s request for reimbursement thereforenforcement, from the Trust Fund, as provided in Section 9.04. To the extent the Master Servicer recovers amounts described in (i)-(iii) above subsequent to its reimbursement from the Trust Fund pursuant to (iv) above, then the Master Servicer promptly will reimburse such amounts to the Trust Fund. If the Master Servicer assumes the servicing or servicing administration with respect to any of the Mortgage Loans, it will not assume liability for the representations and warranties of any Servicer or the Servicing Administrator being replaced it replaces or for the errors or omissions of such Servicer. If the Seller is the owner of the servicing rights and the Seller chooses to terminate that Servicer with or without cause and sell those servicing rights to a successor servicer, then the Depositor shall (i) cause the Seller to give reasonable prior written notice to the Master Servicer, and (ii) obtain a letter from the Rating Agencies indicating that the appointment of the proposed successor servicer will not result in a downgrade or withdrawal of the rating of any of the Certificates, and a New Fannie Mae- or FHLMC-approved Person reasonably acceptable to the Mxxxxx Servicer shall be chosen by the Seller and appointed as successor servicer with the acknowledgment of the Master Servicer and the Trustee; provided, however, that the Seller shall not be required to get a no-downgrade letter from the Rating Agencies if: (i) the Rating Agencies received prior written notice of the transfer of the servicing rights and the name of the successor Servicer, (ii) such successor Servicer has a servicing rating in the highest category of Fitch or Moody's to the extent that Fitch or Moody's, respectively, is a Ratxxx Xxxncy, and such successor Servixxx xxx a servicer evaluation ranking in one of the two highest categories of S&P to the extent that S&P is a Rating Agency, and (iii) such successor Servicer shall service the related Mortgage Loans under either the Purchase and Servicing AdministratorAgreement together with the related Assignment Agreement under which such Mortgage Loans are currently being serviced or under another Servicing Agreement together with a related Assignment Agreement that have already been reviewed and approved by the Rating Agencies. The Depositor shall cause the costs of such transfer including any costs of such transfer (including any costs of the Master Servicer) to be borne by the Seller. 143 At least 15 calendar days prior to the effective date of such termination, (x) the Depositor shall provide written notice to the Master Servicer and all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement servicer. (c) Upon any termination of the a Servicer's rights and powers of any Servicer or the Servicing Administrator pursuant to the applicable its Purchase and Servicing Agreement, the Master Servicer shall promptly notify the Trustee, Trustee and the Securities Administrator and each Rating Agency through the Rule 17g-5 Information ProviderAgencies, specifying in such notice that the Master Servicer or any successor servicer or successor servicing administratorservicer, as the case may be, has succeeded the such Servicer or the Servicing Administrator, as applicable, under the related Purchase and Servicing AgreementAgreement or under any other servicing agreement reasonably satisfactory to the Master Servicer and the Rating Agencies, which notice shall also specify the name and address of any such successor servicer servicer. (d) The Depositor shall not consent to the assignment by any Servicer of such Servicer's rights and obligations under the related Purchase and Servicing Agreement without the prior written consent of the Master Servicer, which consent shall not be unreasonably withheld. (e) The Trustee shall execute and deliver, at the written request of the Master Servicer or successor servicing administratorany Servicer, and furnish to the Master Servicer and any Servicer, at the expense of the requesting party, a power of attorney in the standard form provided by the Trustee to take title to the Mortgaged Properties after foreclosure in the name of and on behalf of the Trustee in its capacity as Trustee hereunder and for the purposes described herein to the extent necessary or desirable to enable the Master Servicer or any Servicer to perform its respective duties. The Trustee shall not be liable for the actions of the Master Servicer or any Servicer under such powers of attorney.

Duties of the Master Servicer; Enforcement of Servicer’s and Master Servicer’s Obligations. (a) The Master Servicer, on behalf of the Trustee Trustee, the Securities Administrator, the Depositor and the Certificateholders shallCertificateholders, from and after the Closing Date, shall monitor the performance of the Servicers and the Servicing Administrator under the Servicing Agreements. In performing , and (except as set forth below) shall use its obligations hereunder, reasonable good faith efforts to cause the Master Servicer shall act in a manner consistent with Accepted Master Servicing Practices. Furthermore, the Master Servicer shall consult with each Servicer and the Servicing Administrator as necessary from time Servicers to time to carry out the Master Servicer’s obligations hereunder, shall receive and review all reports, information and other data provided to the Master Servicer by each Servicer and shall enforce the obligation of each Servicer and the Servicing Administrator duly and punctually to perform their duties and observe the covenants, duties, obligations and conditions to be performed or observed by such Servicer or the Servicing Administrator under the related Servicing Agreement. The Master Servicer shall independently and separately monitor each Servicer’s servicing activities and the activities of the Servicing Administrator with respect to each related Mortgage Loan in respect of the provisions of the applicable Servicing Agreement, reconcile the reports and other data provided to the Master Servicer pursuant to the previous sentence on a monthly basis based on the Mortgage Loan data provided to the Master Servicer by or on behalf of the Depositor on the Closing Date (upon which data the Master Servicer shall be entitled to rely and with respect to which the Master Servicer shall have no obligation to confirm or verify) and coordinate corrective adjustments to the records of each Servicer and the Master Servicer, and based on such reconciled and corrected information, the Master Servicer shall provide such information to the Securities Administrator as shall be necessary in order for it to prepare the statements specified in Section 4.02, and prepare any other information and statements required to be forwarded by the Master Servicer hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of each Servicer to the DistributionMaster Servicer Collection Account pursuant to the related Servicing Agreement. The Master Servicer shall, in accordance with each Servicing Agreement, oversee matters relating to the servicing of defaulted Mortgage Loans, including approving certain Mortgage Loan modifications, reviewing environmental reports related to foreclosed Mortgage Properties to determine whether to proceed with a foreclosure, approving certain actions relating to the management of REO Property and approving the release of the original borrower of a Mortgage Loan in connection with Mortgage Loan assumptions. The Master Servicer shall not approve any modification of a Mortgage Loan to extend the maturity date of such Mortgage Loan past the Latest Possible Maturity Date of the Certificates. In its review of the activities of any Servicer and the Servicing Administrator, the Master Servicer may rely upon an Officer’s Certificate of such Servicer or the Servicing Administrator (or similar document signed by an officer of such Servicer or the Servicing Administrator), and such Servicer’s or the Servicing Administrator’s Assessment of Compliance and related Accountant’s Attestation or other accountants’ report provided to the Master Servicer pursuant to the related Servicing Agreement, with regard to such Servicer’s or the Servicing Administrator’s compliance with the terms of its Servicing Agreement. Subject to Section 9.08, the Master Servicer shall not be responsible or liable for the day-to-dayday-to-day servicing activities of any Servicer or for any unlawful act or omission, breach, negligence, fraud, willful misconduct or bad faith of any Servicerthereunder. Upon the occurrence of an event that, unless cured, would constitute grounds for termination of a Servicer Event of Default of which a Responsible Officer of the Master Servicer has actual knowledge under the related a Servicing Agreement, the Master Servicer shall promptly notify the Trustee and the Depositor thereof, Securities Administrator and shall specify in such notice the action, if any, the Master Servicer is taking plans to take in respect of such default. So long as any such event of default shall be continuing, the Master Servicer may, and shall, if it determines such action to be in the best interests of Certificateholders, may (i) terminate all of the rights and powers of such Servicer pursuant to the applicable provisions of the Servicing Agreement; (ii) exercise any rights it may have to enforce the Servicing Agreement against such Servicer; and/or (iii) waive any such default under the Servicing Agreement in accordance with Section 8.01 hereof or (iv) take any other action with respect to such default as is permitted thereunder. Notwithstanding the immediately preceding sentenceExcept as set forth in Section 7.11 hereof, if the event of default is the failure of a Servicer or the Servicing Administrator to remit any payment required to be made under the terms of the applicable Servicing Agreement, and such failure continues unremedied for the duration of the applicable grace period, then the Master Servicer shall terminate all have no duty to supervise any Servicer’s activities related to the servicing or administration of the rights and powers of such Servicer defaulted or delinquent Mortgage Loans or the Servicing Administrator pursuant to the applicable provisions management and disposition of the related Servicing Agreement, unless any waiver described under Section 6.16 shall have been obtained; provided that, upon the occurrence of such an event of default by the Servicing Administrator, the Master Servicer may, at its option, terminate all of the rights and powers of Cenlar FSB pursuant to the Cenlar FSB Servicing Agreement unless such a waiver has been obtainedREO Properties. (b) Upon any termination by the Master Servicer of the rights and powers of a Servicer or the Servicing Administrator pursuant to the related Servicing Agreement, the rights and powers of the Servicer or the Servicing Administrator with respect to the related Mortgage Loans shall vest in the Master Servicer and the Master Servicer shall be the successor in all respects to such Servicer or the Servicing Administrator in its capacity as Servicer or Servicing Administrator with respect to such Mortgage Loans under the related Servicing Agreement, unless or until the Master Servicer shall have appointed, with the consent of the Trustee, such consent not to be unreasonably withheld, a successor to the Servicer or the Servicing Administrator; provided that, with respect to the appointment of a successor servicer, in accordance with the applicable provisions of the related Servicing Agreement, such successor servicer shall be a Xxxxxx Xxx- or Xxxxxxx Mac-approved Person that is a member in good standing of MERS; provided, further, that no Trustee consent shall be required if the successor servicer or successor servicing administrator is a Person that was a Servicer on the Closing Date; provided, further, that it is understood and agreed by the parties hereto that there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to a successor servicer or a successor servicing administrator (including the Master Servicer). Upon appointment of a successor servicer or successor servicing administrator, as authorized under this Section 9.01(b), unless the successor servicer or successor servicing administrator shall have assumed the obligations of the terminated Servicer or the terminated Servicing Administrator, as applicable, under such Servicing Agreement, the Master Servicer, the Trustee and such successor servicer shall enter into a servicing agreement in a form substantially similar to the affected Servicing Agreement or into an agreement with such successor servicing administrator in a form mutually agreed upon by the parties thereto. In connection with any such appointment, the Master Servicer may make such arrangements for the compensation of such successor servicer or successor servicing administrator as it and such successor shall agree. The Master Servicer in its sole discretion shall have the right to agree to compensation of a successor servicer in excess of that permitted to a Servicer under the Servicing Agreements if such increase is, in its good faith and judgment, necessary or advisable to engage a successor servicer. Notwithstanding anything herein to the contrary, in no event shall the Master Servicer be liable for any Servicing Fee or for any differential between the amount of the Servicing Fee paid to the original servicer and the amount necessary to induce any successor servicer to act as successor servicer hereunder. To the extent the successor servicer assumes the obligations of the terminated Servicer under the applicable Servicing Agreement, the Master Servicer may amend such Servicing Agreement to effect such change to the Servicing Fee without the consent of the Certificateholders. The Master Servicer shall pay the costs of such enforcement monitoring the Servicers as required hereunder (including the costs associated with (i) termination of any Servicer or the Servicing AdministratorServicer, (ii) the appointment of a successor servicer or successor servicing administrator or (iii) the transfer to and assumption of of, the servicing or the servicing administration by the Master Servicer) at its own expense and shall shall, to the extent permitted by the related Servicing Agreement, seek reimbursement therefor initially from the terminated Servicer. In the event the full costs associated with the transition of servicing responsibilities to the Master Servicer are not paid for by the predecessor or successor Servicer (provided such successor Servicer is not the Master Servicer), the Master Servicer may be reimbursed therefor initially (i) by the terminated Servicer or terminated Servicing Administrator, as applicable, (ii) from a general recovery resulting from such enforcement only to the extent, if any, that such recovery exceeds all amounts due in respect Trust for out of the related Mortgage Loans, (iii) from a specific recovery of costs, expenses or attorney’s fees against the party against whom such enforcement is directed, or (iv) to the extent that such amounts described in (i)-(iii) above are not received pocket costs incurred by the Master Servicer within 30 days associated with any such transfer of the Master Servicer’s request for reimbursement therefor, servicing duties from the Trust Fund, as provided in Section 9.04. To the extent a Servicer to the Master Servicer recovers amounts described in or any other successor servicer. (i)-(iiic) above subsequent to its reimbursement from the Trust Fund pursuant to (iv) above, then the Master Servicer promptly will reimburse such amounts to the Trust Fund. If the Master Servicer assumes the servicing or servicing administration with respect to any of the Mortgage Loans, it will not assume liability for the representations and warranties of any Servicer or the Servicing Administrator being replaced it replaces or for the any errors or omissions of such Servicer or the Servicing AdministratorServicer. (cd) Upon any termination None of the rights and powers of any Servicer or the Servicing Administrator pursuant to the applicable Servicing Agreement, the Master Servicer shall promptly notify the TrusteeDepositor, the Securities Administrator nor the Trustee shall consent to the assignment by any Servicer of such Servicer’s rights and each Rating Agency through obligations under any Servicing Agreement without the Rule 17g-5 Information Provider, specifying in such notice that prior written consent of the Master Servicer or any successor servicer or successor servicing administrator, as the case may be, has succeeded the Servicer or the Servicing Administrator, as applicable, under the related Servicing AgreementServicer, which notice consent shall also specify the name and address of any such successor servicer or successor servicing administratornot be unreasonably withheld.

Duties of the Master Servicer; Enforcement of Servicer’s and Master Servicer’s Obligations. (a) The Master Servicer, on behalf of the Trustee Trustee, the Depositor and the Certificateholders shall, from and after the Closing Date, shall monitor the performance of the Servicers and the Servicing Administrator under the Servicing Agreements. In performing its obligations hereunder, the Master Servicer shall act in a manner consistent with Accepted Master Servicing Practices. Furthermore, the Master Servicer shall consult with each Servicer and the Servicing Administrator as necessary from time to time to carry out the Master Servicer’s obligations hereunder, shall receive and review all reports, information and other data provided to the Master Servicer by each Servicer and shall enforce use its reasonable good faith efforts to cause the obligation of each Servicer and the Servicing Administrator Servicers duly and punctually to perform all of their duties and observe the covenants, duties, obligations and conditions to be performed or observed by such Servicer or the Servicing Administrator under the related Servicing Agreement. The Master Servicer shall independently and separately monitor each Servicer’s servicing activities and the activities of the Servicing Administrator with respect to each related Mortgage Loan in respect of the provisions of the applicable Servicing Agreement, reconcile the reports and other data provided to the Master Servicer pursuant to the previous sentence on a monthly basis based on the Mortgage Loan data provided to the Master Servicer by or on behalf of the Depositor on the Closing Date (upon which data the Master Servicer shall be entitled to rely and with respect to which the Master Servicer shall have no obligation to confirm or verify) and coordinate corrective adjustments to the records of each Servicer and the Master Servicer, and based on such reconciled and corrected information, the Master Servicer shall provide such information to the Securities Administrator as shall be necessary in order for it to prepare the statements specified in Section 4.02, and prepare any other information and statements required to be forwarded by the Master Servicer hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of each Servicer to the DistributionMaster Servicer Collection Account pursuant to the related Servicing Agreement. The Master Servicer shall, in accordance with each Servicing Agreement, oversee matters relating to the servicing of defaulted Mortgage Loans, including approving certain Mortgage Loan modifications, reviewing environmental reports related to foreclosed Mortgage Properties to determine whether to proceed with a foreclosure, approving certain actions relating to the management of REO Property and approving the release of the original borrower of a Mortgage Loan in connection with Mortgage Loan assumptions. The Master Servicer shall not approve any modification of a Mortgage Loan to extend the maturity date of such Mortgage Loan past the Latest Possible Maturity Date of the Certificates. In its review of the activities of any Servicer and the Servicing Administrator, the Master Servicer may rely upon an Officer’s Certificate of such Servicer or the Servicing Administrator (or similar document signed by an officer of such Servicer or the Servicing Administrator), and such Servicer’s or the Servicing Administrator’s Assessment of Compliance and related Accountant’s Attestation or other accountants’ report provided to the Master Servicer pursuant to the related Servicing Agreement, with regard to such Servicer’s or the Servicing Administrator’s compliance with the terms of its Servicing Agreement. Subject to Section 9.08, the Master Servicer shall not be responsible or liable for the day-to-dayday-to-day servicing activities of any Servicer or for any unlawful act or omission, breach, negligence, fraud, willful misconduct or bad faith of any Servicerthereunder. Upon the occurrence of a default of which an event that, unless cured, would constitute grounds for termination Authorized Officer of the Master Servicer has actual knowledge under a Servicer under the related Servicing Agreement, the Master Servicer shall promptly notify the Trustee and the Depositor thereof, and shall specify in such notice the action, if any, the Master Servicer is taking in respect of such default. So long as any such event of default shall be continuing, the Master Servicer may, and shall, shall if it determines such action to be in the best interests of Certificateholders, (i) terminate all of the rights and powers of such Servicer pursuant to the applicable provisions of the Servicing Agreement; (ii) exercise any rights it may have to enforce the Servicing Agreement against such Servicer; and/or (iii) waive any such default under the Servicing Agreement or take any other action with respect to such default as is permitted thereunder. Notwithstanding any provision of this Agreement or any Servicing Agreement to the immediately preceding sentencecontrary, if the event of default is the failure of a Servicer or the Servicing Administrator to remit any payment required to be made under the terms of the applicable Servicing Agreement, and such failure continues unremedied for the duration of the applicable grace period, then the Master Servicer shall terminate all have no duty or obligation to supervise, monitor or oversee the activities of, or to enforce the obligations of, (i) the Servicer under its Servicing Agreement with respect to any Additional Collateral or any Limited Purpose Surety Bond relating thereto, including, without limitation, the collection of any amounts owing to the rights Trust Fund in respect thereof (unless and powers until the Master Servicer shall have assumed the obligations of such Servicer or the Servicing Administrator pursuant to the applicable provisions of as successor servicer under the related Servicing AgreementAgreement pursuant to this Section 9.01, unless in which case, as successor servicer, it shall be bound to serve and administer the Additional Collateral and any waiver described under Section 6.16 shall have been obtained; provided that, upon related Limited Purpose Surety Bond in accordance with the occurrence provisions of such an event Servicing Agreement) or (ii) the Servicer under its Servicing Agreement with respect to the servicing or administration of default by defaulted or delinquent Mortgage Loans and the Servicing Administrator, the Master Servicer may, at its option, terminate all management and disposition of any REO Properties or for any actions of the rights and powers of Cenlar FSB pursuant to the Cenlar FSB Servicing Agreement unless such a waiver has been obtainedTrustee in connection therewith. (b) Upon any termination by the Master Servicer of the a Servicer's rights and powers of a Servicer or the Servicing Administrator pursuant to the related its Servicing Agreement, the rights and powers of the Servicer or the Servicing Administrator with respect to the related Mortgage Loans shall vest in the Master Servicer and the Master Servicer shall be the successor in all respects to such Servicer or the Servicing Administrator in its capacity as Servicer or Servicing Administrator with respect to such Mortgage Loans under the related Servicing Agreement, unless or until the Master Servicer shall have appointed, 113535 Sequoia 2004-7 Pooling and Servicing Agmt. 92 with the consent of the TrusteeTrustee and the Rating Agencies, such consent not to be unreasonably withheld, a successor to the Servicer or the Servicing Administrator; provided that, with respect to the appointment of a successor servicer, and in accordance with the applicable provisions of the related Servicing Agreement, such successor servicer shall be a new Xxxxxx Xxx- or Xxxxxxx MacFHLMC-approved Person that is a member in good standing of MERSMERS to serve as successor to the Servicer; provided, furtherhowever, that no Trustee consent or Rating Agency approval shall be required if the successor servicer is GMAC or successor servicing administrator is a Person that was a Servicer on the Closing Date; provided, further, that it is understood and agreed by the parties hereto that there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to a successor servicer or a successor servicing administrator (including the Master Servicer). With such consent, the Master Servicer may elect to continue to serve as successor servicer under the Servicing Agreement. Upon appointment of a successor servicer or successor servicing administratorservicer, as authorized under this Section 9.01(b), unless the successor servicer or successor servicing administrator shall have assumed the obligations obligation of the terminated Servicer or the terminated Servicing Administrator, as applicable, under such Servicing Agreement, the Master Servicer, the Trustee and such successor servicer shall enter into a servicing agreement in a form substantially similar to the affected Servicing Agreement or into an agreement with such successor servicing administrator in a form mutually agreed upon by the parties theretoAgreement. In connection with any such appointment, the Master Servicer may make such arrangements for the compensation of such successor servicer or successor servicing administrator as it and such successor shall agree. The Master Servicer , but in its sole discretion no event shall have the right to agree to such compensation of a any successor servicer (including the Master Servicer) be in excess of that permitted payable to a the Servicer under the Servicing Agreements if such increase is, in its good faith and judgment, necessary or advisable to engage a successor servicer. Notwithstanding anything herein to the contrary, in no event shall the Master Servicer be liable for any Servicing Fee or for any differential between the amount of the Servicing Fee paid to the original servicer and the amount necessary to induce any successor servicer to act as successor servicer hereunder. To the extent the successor servicer assumes the obligations of the terminated Servicer under the applicable affected Servicing Agreement, the Master Servicer may amend such Servicing Agreement to effect such change to the Servicing Fee without the consent of the Certificateholders. The Master Servicer shall pay the costs of such enforcement (including the termination of any Servicer or the Servicing AdministratorServicer, the appointment of a successor servicer or successor servicing administrator or the transfer and assumption of the servicing or the servicing administration by the Master Servicer) at its own expense and shall be reimbursed therefor initially (i) by the terminated Servicer or terminated Servicing Administrator, as applicableServicer, (ii) from a general recovery resulting from such enforcement only to the extent, if any, that such recovery exceeds all amounts due in respect of the related Mortgage Loans, (iii) from a specific recovery of costs, expenses or attorney’s 's fees against the party against whom such enforcement is directed, or (iv) to the extent that such amounts described in (i)-(iii) above are not received by insufficient to reimburse the Master Servicer within 30 days for such costs of the Master Servicer’s request for reimbursement thereforenforcement, from the Trust Fund, as provided in Section 9.04. To the extent the Master Servicer recovers amounts described in (i)-(iii) above subsequent to its reimbursement from the Trust Fund pursuant to (iv) above, then the Master Servicer promptly will reimburse such amounts to the Trust Fund. If the Master Servicer assumes the servicing or servicing administration with respect to any of the Mortgage Loans, it will not assume liability for the representations and warranties of any Servicer or the Servicing Administrator being replaced it replaces or for the errors or omissions of such Servicer or the Servicing AdministratorServicer. (c) Upon any termination of the a Servicer's rights and powers of any Servicer or the Servicing Administrator pursuant to the applicable its Servicing Agreement, the Master Servicer shall promptly notify the Trustee, Trustee and the Securities Administrator and each Rating Agency through the Rule 17g-5 Information ProviderAgencies, specifying in such notice that the Master Servicer or any successor servicer or successor servicing administratorservicer, as the case may be, has succeeded the Servicer or the Servicing Administrator, as applicable, under the related Servicing Agreement, which notice shall also specify the name and address of any such successor servicer. (d) Unless otherwise specified herein, the provisions of Section 9.01(b) (relating to the Xxxxxx Xxx- and Xxxxxxx Mac- approval and MERS membership of any successor servicer, the form of any servicing agreement to be entered into by such successor servicer and the amount of compensation payable thereunder) and the provisions of Section 9.01(c) (relating to notices to the Trustee and the Rating Agencies) shall apply to any proposed transfer or assignment by the Seller of its rights under any Servicing Agreement or of the servicing thereunder or delegation of its rights or duties thereunder or any portion thereof to any other Person other than GMAC or the initial Servicer under such Servicing Agreement; provided that the Seller shall not be required to 113535 Sequoia 2004-7 Pooling and Servicing Agmt. provide prior notice to anyone other than the Master Servicer of any transfer of servicing that occurs within four months following the Closing Date to GMAC or to an entity that is a Servicer on the Closing Date. In addition, neither the Depositor nor the Trustee shall consent to the assignment by any Servicer of such Servicer's rights and obligations under the Servicing Agreement to a successor servicer other than GMAC or a Person that was a Servicer on the Closing Date without the prior written consent of the Master Servicer, which consent shall not be unreasonably withheld. The Seller has advised the Depositor, the Trustee and the Master Servicer that it will transfer the servicing administratorof the Mortgage Loans purchased under the Seller's Purchase, Warranties and Interim Servicing Agreement, dated as of January 1, 2004 between GreenPoint and GMAC and currently serviced by GreenPoint to GMAC on or about October 1, 2004 (the "GMAC Servicing Transfer Date") pursuant to a servicing agreement that will contain provisions for scheduled/scheduled servicing of such Mortgage Loans in accordance with customary securitization standards (including express provisions that prohibit GMAC from taking actions with respect to Mortgage Loans it is servicing that could cause an Adverse REMIC Event) and that are consistent with the provisions of this Agreement and providing for a Servicing Fee that is not greater than the Servicing Fee payable to GreenPoint. Not less than 10 Business Days prior to the GMAC Servicing Transfer Date, the Seller shall furnish the Depositor, the Trustee and the Master Servicer with an executed copy of such servicing agreement together with (i) one or more assignment agreements assigning the rights of the Seller thereunder to the Depositor, and from the Depositor to the Trustee, if applicable, and (ii) either (x) Rating Agency approval of such servicing transfer and servicing agreement or (y) a certificate of an authorized officer of the Seller to the effect that the servicing agreement satisfies the requirements of this Agreement. Neither the Trustee nor the Master Servicer shall have any responsibility for determining whether such servicing agreement complies with the provisions of this Agreement, and each of them may, in executing any such assignment agreement rely fully on the Rating Agency approval or Seller certification. In connection with any transfer of servicing (whether to GMAC, another initial Servicer, or otherwise), the Seller shall, at its cost and expense, take such steps, or cause the terminated Servicer to take such steps, as may be necessary or appropriate to effectuate and evidence the transfer of the servicing of the Mortgage Loans to such successor servicer, including, but not limited to, the following: (A) to the extent required by the terms of the Mortgage Loans and by applicable federal and state laws and regulations, the Seller shall cause the prior Servicer to timely mail to each obligor under a Mortgage Loan any required notices or disclosures describing the transfer of servicing of the Mortgage Loans to the successor servicer; (B) prior to the effective date of such transfer of servicing, the Seller shall cause the prior Servicer to transmit to any related insurer notification of such transfer of servicing; (C) on or prior to the effective date of such transfer of servicing, the Seller shall cause the prior Servicer to deliver to the successor servicer all Mortgage Documents and any related records or materials; (D) on or prior to the effective date of such transfer of servicing, the Seller shall cause the prior Servicer to transfer to the successor servicer all funds held by the prior Servicer in respect of the Mortgage Loans; (E) on or prior to the effective date of such transfer of servicing, the Seller shall cause the prior Servicer to, after the effective date of the transfer of servicing to the successor servicer, continue to forward to such successor servicer, within one Business Day of receipt, the amount 113535 Sequoia 2004-7 Pooling and Servicing Agmt. of any payments or other recoveries received by the prior Servicer, and to notify the successor servicer of the source and proper application of each such payment or recovery; and (F) the Seller shall cause the prior Servicer to, after the effective date of transfer of servicing to the successor servicer, continue to cooperate with the successor servicer to facilitate such transfer in such manner and to such extent as the successor servicer may reasonably request. Notwithstanding the foregoing, the prior Servicer shall be obligated to perform the items listed above to the extent provided in the Servicing Agreement.

Duties of the Master Servicer; Enforcement of Servicer’s and Master Servicer’s Obligations. (a) The Master Servicer, on behalf of the Trustee Trustee, the Securities Administrator, the Depositor and the Certificateholders shallCertificateholders, from and after the Closing Date, shall monitor the performance of the Servicers and the Servicing Administrator under the Servicing Agreements. In performing , and (except as set forth below) shall use its obligations hereunder, reasonable good faith efforts to cause the Master Servicer shall act in a manner consistent with Accepted Master Servicing Practices. Furthermore, the Master Servicer shall consult with each Servicer and the Servicing Administrator as necessary from time Servicers to time to carry out the Master Servicer’s obligations hereunder, shall receive and review all reports, information and other data provided to the Master Servicer by each Servicer and shall enforce the obligation of each Servicer and the Servicing Administrator duly and punctually to perform their duties and observe the covenants, duties, obligations and conditions to be performed or observed by such Servicer or the Servicing Administrator under the related Servicing Agreement. The Master Servicer shall independently and separately monitor each Servicer’s servicing activities and the activities of the Servicing Administrator with respect to each related Mortgage Loan in respect of the provisions of the applicable Servicing Agreement, reconcile the reports and other data provided to the Master Servicer pursuant to the previous sentence on a monthly basis based on the Mortgage Loan data provided to the Master Servicer by or on behalf of the Depositor on the Closing Date (upon which data the Master Servicer shall be entitled to rely and with respect to which the Master Servicer shall have no obligation to confirm or verify) and coordinate corrective adjustments to the records of each Servicer and the Master Servicer, and based on such reconciled and corrected information, the Master Servicer shall provide such information to the Securities Administrator as shall be necessary in order for it to prepare the statements specified in Section 4.02, and prepare any other information and statements required to be forwarded by the Master Servicer hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of each Servicer to the DistributionMaster Servicer Collection Account pursuant to the related Servicing Agreement. The Master Servicer shall, in accordance with each Servicing Agreement, oversee matters relating to the servicing of defaulted Mortgage Loans, including approving certain Mortgage Loan modifications, reviewing environmental reports related to foreclosed Mortgage Properties to determine whether to proceed with a foreclosure, approving certain actions relating to the management of REO Property and approving the release of the original borrower of a Mortgage Loan in connection with Mortgage Loan assumptions. The Master Servicer shall not approve any modification of a Mortgage Loan to extend the maturity date of such Mortgage Loan past the Latest Possible Maturity Date of the Certificates. In its review of the activities of any Servicer and the Servicing Administrator, the Master Servicer may rely upon an Officer’s Certificate of such Servicer or the Servicing Administrator (or similar document signed by an officer of such Servicer or the Servicing Administrator), and such Servicer’s or the Servicing Administrator’s Assessment of Compliance and related Accountant’s Attestation or other accountants’ report provided to the Master Servicer pursuant to the related Servicing Agreement, with regard to such Servicer’s or the Servicing Administrator’s compliance with the terms of its Servicing Agreement. Subject to Section 9.08, the Master Servicer shall not be responsible or liable for the day-to-dayday-to-day servicing activities of any Servicer or for any unlawful act or omission, breach, negligence, fraud, willful misconduct or bad faith of any Servicerthereunder. Upon the occurrence of an event that, unless cured, would constitute grounds for termination of a Servicer Event of Default of which a Responsible Officer of the Master Servicer has actual knowledge under the related a Servicing Agreement, the Master Servicer shall promptly notify the Securities Administrator and Trustee and the Depositor thereof, and shall specify in such notice the action, if any, the Master Servicer is taking plans to take in respect of such default. So long as any such event of default shall be continuing, the Master Servicer may, and shall, if it determines such action to be in the best interests of Certificateholders, may (i) terminate all of the rights and powers of such Servicer pursuant to the applicable provisions of the Servicing Agreement; (ii) exercise any rights it may have to enforce the Servicing Agreement against such Servicer; and/or (iii) waive any such default under the Servicing Agreement in accordance with Section 7.01 hereof or (iv) take any other action with respect to such default as is permitted thereunder. Notwithstanding the immediately preceding sentence, if the event of default is the failure of a Servicer or the Servicing Administrator to remit any payment required to be made under the terms of the applicable Servicing Agreement, and such failure continues unremedied for the duration of the applicable grace period, then the Master Servicer shall terminate all of the rights and powers of such Servicer or the Servicing Administrator pursuant to the applicable provisions of the related Servicing Agreement, unless any waiver described under Section 6.16 shall have been obtained; provided that, upon the occurrence of such an event of default by the Servicing Administrator, the Master Servicer may, at its option, terminate all of the rights and powers of Cenlar FSB pursuant to the Cenlar FSB Servicing Agreement unless such a waiver has been obtained. (b) Upon any termination by the Master Servicer of the rights and powers of a Servicer or the Servicing Administrator pursuant to the related Servicing Agreement, the rights and powers of the Servicer or the Servicing Administrator with respect to the related Mortgage Loans shall vest in the Master Servicer and the Master Servicer shall be the successor in all respects to such Servicer or the Servicing Administrator in its capacity as Servicer or Servicing Administrator with respect to such Mortgage Loans under the related Servicing Agreement, unless or until the Master Servicer shall have appointed, with the consent of the Trustee, such consent not to be unreasonably withheld, a successor to the Servicer or the Servicing Administrator; provided that, with respect to the appointment of a successor servicer, in accordance with the applicable provisions of the related Servicing Agreement, such successor servicer shall be a Xxxxxx Xxx- or Xxxxxxx Mac-approved Person that is a member in good standing of MERS; provided, further, that no Trustee consent shall be required if the successor servicer or successor servicing administrator is a Person that was a Servicer on the Closing Date; provided, further, that it is understood and agreed by the parties hereto that there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to a successor servicer or a successor servicing administrator (including the Master Servicer). Upon appointment of a successor servicer or successor servicing administrator, as authorized under this Section 9.01(b), unless the successor servicer or successor servicing administrator shall have assumed the obligations of the terminated Servicer or the terminated Servicing Administrator, as applicable, under such Servicing Agreement, the Master Servicer, the Trustee and such successor servicer shall enter into a servicing agreement in a form substantially similar to the affected Servicing Agreement or into an agreement with such successor servicing administrator in a form mutually agreed upon by the parties thereto. In connection with any such appointment, the Master Servicer may make such arrangements for the compensation of such successor servicer or successor servicing administrator as it and such successor shall agree. The Master Servicer in its sole discretion shall have the right to agree to compensation of a successor servicer in excess of that permitted to a Servicer under the Servicing Agreements if such increase is, in its good faith and judgment, necessary or advisable to engage a successor servicer. Notwithstanding anything herein to the contrary, in no event shall the Master Servicer be liable for any Servicing Fee or for any differential between the amount of the Servicing Fee paid to the original servicer and the amount necessary to induce any successor servicer to act as successor servicer hereunder. To the extent the successor servicer assumes the obligations of the terminated Servicer under the applicable Servicing Agreement, the Master Servicer may amend such Servicing Agreement to effect such change to the Servicing Fee without the consent of the Certificateholders. The Master Servicer shall pay the costs of such enforcement monitoring the Servicers as required hereunder (including the costs associated with (i) termination of any Servicer or the Servicing Administrator, (ii) the appointment of a successor servicer and shall, to the extent permitted by the related Servicing Agreement, seek reimbursement therefor initially from the terminated Servicer. In the event the full costs associated with the transition of servicing responsibilities to the Master Servicer are not paid for by the predecessor Servicer or successor servicing administrator or the transfer and assumption of the servicing or the servicing administration by servicer (provided that such successor Servicer is not the Master Servicer) at its own expense and shall ), the Master Servicer may be reimbursed therefor initially (i) by the terminated Servicer or terminated Servicing Administrator, as applicable, (ii) from a general recovery resulting from such enforcement only to the extent, if any, that such recovery exceeds all amounts due in respect Trust for out of the related Mortgage Loans, (iii) from a specific recovery of costs, expenses or attorney’s fees against the party against whom such enforcement is directed, or (iv) to the extent that such amounts described in (i)-(iii) above are not received pocket costs incurred by the Master Servicer within 30 days associated with any such transfer of the Master Servicer’s request for reimbursement therefor, servicing duties from the Trust Fund, as provided in Section 9.04. To the extent the Master a Servicer recovers amounts described in (i)-(iii) above subsequent to its reimbursement from the Trust Fund pursuant to (iv) above, then the Master Servicer promptly will reimburse such amounts to the Trust Fund. If the Master Servicer assumes the servicing or servicing administration with respect to any of the Mortgage Loans, it will not assume liability for the representations and warranties of any Servicer or the Servicing Administrator being replaced or for the errors or omissions of such Servicer or the Servicing Administratorother successor servicer. (c) Upon any termination None of the Depositor, the Securities Administrator nor the Trustee shall consent to the assignment by any Servicer of such Servicer’s rights and powers obligations under the related Servicing Agreement without the prior written consent of the Master Servicer, which consent shall not be unreasonably withheld. (d) The Master Servicer shall not assume liability for any Servicer Servicer’s representations and warranties if it becomes a successor servicer. (e) On or before March 15 of each year, commencing in March 2008, the Master Servicer, at its own expense, shall furnish, and shall cause any Servicing Function Participant engaged by it to furnish, each at its own expense, to the Securities Administrator and the Depositor, an assessment of compliance with the Relevant Servicing Criteria that contains (i) a statement by such party of its responsibility for assessing compliance with the Servicing Administrator Criteria, (ii) a statement that such party used the Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (iii) such party’s assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 3.02(e), including, if there has been any material instance of noncompliance with the applicable Relevant Servicing AgreementCriteria, a discussion of each such failure and the nature and status thereof, and (iv) a statement that a registered public accounting firm has issued an attestation report on such party’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. No later than the end of each fiscal year for the Trust for which a 10-K is required to be filed, the Master Servicer shall promptly notify forward to the TrusteeSecurities Administrator the name of each Servicing Function Participant engaged by it and what Relevant Servicing Criteria will be addressed in the report on assessment of compliance prepared by such Servicing Function Participant. When the Master Servicer and the Trustee (or any Servicing Function Participant engaged by them) submits its assessment to the Securities Administrator, such parties will also at such time include the assessment and attestation pursuant to Section 8.01(f) and 11.01(d) of each Servicing Function Participant engaged by it. Promptly after receipt of each such report on assessment of compliance, (i) the Depositor shall review each such report and, if applicable, consult with the Master Servicer, the Securities Administrator and any Servicing Function Participant engaged by such parties as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by each Rating Agency through such party, and (ii) the Rule 17g-5 Information ProviderSecurities Administrator shall confirm that the assessments, specifying taken as a whole, address all of the Servicing Criteria and, taken individually, address the Relevant Servicing Criteria for each party as set forth on Exhibit J and on any similar exhibit set forth in each Servicing Agreement and each Custody Agreement in respect of the applicable Servicer or Custodian and notify the Depositor of any exceptions. None of such parties shall be required to deliver any such assessments until April 15 in any given year so long as such party has received written confirmation from the Depositor that a Form 10-K is not required to be filed in respect of the Trust for the preceding calendar year. The Master Servicer shall enforce any obligation of a Servicer (and the applicable Servicing Agreement will provide that each Servicer shall enforce any obligations of an Additional Servicer engaged by such Servicer), to the extent set forth in the related Servicing Agreement (or, in the case of an Additional Servicer, such applicable agreement), to deliver to the Master Servicer an annual report on assessment of compliance within the time frame set forth in, and in such notice that form and substance as may be required pursuant to, the related Servicing Agreement (or, in the case of an Additional Servicer, such applicable agreement). The Master Servicer shall include such annual report on assessment of compliance with its own assessment of compliance to be submitted to the Securities Administrator pursuant to this Section 8.01. (f) On or before March 15 of each calendar year, commencing in March 2008, the Master Servicer, at its own expense, shall cause, and shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer or any successor servicer or successor servicing administratorsuch other Servicing Function Participants, as the case may be) that is a member of the American Institute of Certified Public Accountants to furnish a report to the Securities Administrator and the Depositor (and, in the case of any other Servicing Function Participant, the Master Servicer) to the effect that (i) it has succeeded obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. Promptly after receipt of such report from the Master Servicer or any Servicing Function Participant engaged by the Master Servicer, (i) the Depositor shall review the report and, if applicable, consult with such parties as to the nature of any defaults by such parties, in the fulfillment of any of each such party’s obligations hereunder or under any other applicable agreement, and (ii) the Securities Administrator shall confirm that each assessment submitted pursuant to Section 8.01(e) and Section 11.01(c) is coupled with an attestation meeting the requirements of this Section and shall notify the Depositor of any exceptions. Neither the Master Servicer nor any Servicing AdministratorFunction Participant engaged by the Master Servicer shall be required to deliver or cause the delivery of such reports until April 15 in any given year so long as it has received written confirmation from the Depositor that a 10-K is not required to be filed in respect of the Trust for the preceding fiscal year. The Master Servicer shall enforce any obligation of a Servicer (and the applicable Servicing Agreement will provide that each Servicer shall enforce any obligations of an Additional Servicer engaged by such Servicer), to the extent set forth in the related Servicing Agreement (or, in the case of an Additional Servicer, such applicable agreement), to deliver to the Master Servicer an attestation within the time frame set forth in, and in such form and substance as may be required pursuant to, the related Servicing Agreement (or, in the case of an Additional Servicer, such applicable agreement). The Master Servicer shall include such annual report on assessment of compliance with its own assessment of compliance to be submitted to the Securities Administrator pursuant to this Section 8.01. (g) The Master Servicer shall give prior written notice to the Depositor of the appointment of any Subcontractor by it and a written description (in form and substance satisfactory to the Depositor) of the role and function of each Subcontractor utilized by the Master Servicer, specifying (i) the identity of each such Subcontractor and (ii) which elements of the servicing criteria set forth under Item 1122(d) of Regulation AB will be addressed in assessments of compliance provided by each such Subcontractor. (h) The Master Servicer shall notify the Depositor and the Sponsor within five days of its gaining knowledge thereof (i) of any legal proceedings pending against the Master Servicer of the type described in Item 1117 (§ 229.1117) of Regulation AB, (ii) of any merger, consolidation or sale of substantially all of the assets of the Master Servicer and (iii) if the Master Servicer shall become (but only to the extent not previously disclosed) at any time an affiliate of any of the Depositor, any Servicer, any Originator contemplated by Item 1110 (§ 229.1110) of Regulation AB, any significant obligor contemplated by Item 1112 (§ 229.1112) of Regulation AB, any enhancement or support provider contemplated by Items 1114 or 1115 (§§ 229.1114-1115) of Regulation AB or any successor thereto or any other material party to the Trust Fund contemplated by Item 1100(d)(1) (§ 229.1100(d)(1)) of Regulation AB, as applicable, under and identified as such to the related Servicing Agreement, which notice shall also specify the name and address of any such successor servicer or successor servicing administratorMaster Servicer.

Duties of the Master Servicer; Enforcement of Servicer’s and Master Servicer’s Obligations. (a) The Master Servicer, on behalf of the Trustee [Delaware] Trustee, the Securities Administrator, the Depositor and the Certificateholders shallCertificateholders, from and after the Closing Date, shall monitor the performance of the Servicers and the Servicing Administrator under the Servicing Agreements. In performing , and (except as set forth below) shall use its obligations hereunder, reasonable good faith efforts to cause the Master Servicer shall act in a manner consistent with Accepted Master Servicing Practices. Furthermore, the Master Servicer shall consult with each Servicer and the Servicing Administrator as necessary from time Servicers to time to carry out the Master Servicer’s obligations hereunder, shall receive and review all reports, information and other data provided to the Master Servicer by each Servicer and shall enforce the obligation of each Servicer and the Servicing Administrator duly and punctually to perform their duties and observe the covenants, duties, obligations and conditions to be performed or observed by such Servicer or the Servicing Administrator under the related Servicing Agreement. The Master Servicer shall independently and separately monitor each Servicer’s servicing activities and the activities of the Servicing Administrator with respect to each related Mortgage Loan in respect of the provisions of the applicable Servicing Agreement, reconcile the reports and other data provided to the Master Servicer pursuant to the previous sentence on a monthly basis based on the Mortgage Loan data provided to the Master Servicer by or on behalf of the Depositor on the Closing Date (upon which data the Master Servicer shall be entitled to rely and with respect to which the Master Servicer shall have no obligation to confirm or verify) and coordinate corrective adjustments to the records of each Servicer and the Master Servicer, and based on such reconciled and corrected information, the Master Servicer shall provide such information to the Securities Administrator as shall be necessary in order for it to prepare the statements specified in Section 4.02, and prepare any other information and statements required to be forwarded by the Master Servicer hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of each Servicer to the DistributionMaster Servicer Collection Account pursuant to the related Servicing Agreement. The Master Servicer shall, in accordance with each Servicing Agreement, oversee matters relating to the servicing of defaulted Mortgage Loans, including approving certain Mortgage Loan modifications, reviewing environmental reports related to foreclosed Mortgage Properties to determine whether to proceed with a foreclosure, approving certain actions relating to the management of REO Property and approving the release of the original borrower of a Mortgage Loan in connection with Mortgage Loan assumptions. The Master Servicer shall not approve any modification of a Mortgage Loan to extend the maturity date of such Mortgage Loan past the Latest Possible Maturity Date of the Certificates. In its review of the activities of any Servicer and the Servicing Administrator, the Master Servicer may rely upon an Officer’s Certificate of such Servicer or the Servicing Administrator (or similar document signed by an officer of such Servicer or the Servicing Administrator), and such Servicer’s or the Servicing Administrator’s Assessment of Compliance and related Accountant’s Attestation or other accountants’ report provided to the Master Servicer pursuant to the related Servicing Agreement, with regard to such Servicer’s or the Servicing Administrator’s compliance with the terms of its Servicing Agreement. Subject to Section 9.08, the Master Servicer shall not be responsible or liable for the day-to-dayday-to-day servicing activities of any Servicer or for any unlawful act or omission, breach, negligence, fraud, willful misconduct or bad faith of any Servicerthereunder. Upon the occurrence of an event that, unless cured, would constitute grounds for termination of a Servicer Event of Default of which a Responsible Officer of the Master Servicer has actual knowledge under the related a Servicing Agreement, the Master Servicer shall promptly notify the Trustee and the Depositor thereof, Securities Administrator and shall specify in such notice the action, if any, the Master Servicer is taking plans to take in respect of such default. So long as any such event of default shall be continuing, the Master Servicer may, and shall, if it determines such action to be in the best interests of Certificateholders, may (i) terminate all of the rights and powers of such Servicer pursuant to the applicable provisions of the Servicing Agreement; (ii) exercise any rights it may have to enforce the Servicing Agreement against such Servicer; and/or (iii) waive any such default under the Servicing Agreement in accordance with Section 7.01 hereof or (iv) take any other action with respect to such default as is permitted thereunder. Notwithstanding the immediately preceding sentenceExcept as set forth in Section 4.06 hereof, if the event of default is the failure of a Servicer or the Servicing Administrator to remit any payment required to be made under the terms of the applicable Servicing Agreement, and such failure continues unremedied for the duration of the applicable grace period, then the Master Servicer shall terminate all have no duty to supervise any Servicer’s activities related to the servicing or administration of the rights and powers of such Servicer defaulted or delinquent Mortgage Loans or the Servicing Administrator pursuant to the applicable provisions management and disposition of the related Servicing Agreement, unless any waiver described under Section 6.16 shall have been obtained; provided that, upon the occurrence of such an event of default by the Servicing Administrator, the Master Servicer may, at its option, terminate all of the rights and powers of Cenlar FSB pursuant to the Cenlar FSB Servicing Agreement unless such a waiver has been obtainedREO Properties. (b) Upon any termination by the Master Servicer of the rights and powers of a Servicer or the Servicing Administrator pursuant to the related Servicing Agreement, the rights and powers of the Servicer or the Servicing Administrator with respect to the related Mortgage Loans shall vest in the Master Servicer and the Master Servicer shall be the successor in all respects to such Servicer or the Servicing Administrator in its capacity as Servicer or Servicing Administrator with respect to such Mortgage Loans under the related Servicing Agreement, unless or until the Master Servicer shall have appointed, with the consent of the Trustee, such consent not to be unreasonably withheld, a successor to the Servicer or the Servicing Administrator; provided that, with respect to the appointment of a successor servicer, in accordance with the applicable provisions of the related Servicing Agreement, such successor servicer shall be a Xxxxxx Xxx- or Xxxxxxx Mac-approved Person that is a member in good standing of MERS; provided, further, that no Trustee consent shall be required if the successor servicer or successor servicing administrator is a Person that was a Servicer on the Closing Date; provided, further, that it is understood and agreed by the parties hereto that there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to a successor servicer or a successor servicing administrator (including the Master Servicer). Upon appointment of a successor servicer or successor servicing administrator, as authorized under this Section 9.01(b), unless the successor servicer or successor servicing administrator shall have assumed the obligations of the terminated Servicer or the terminated Servicing Administrator, as applicable, under such Servicing Agreement, the Master Servicer, the Trustee and such successor servicer shall enter into a servicing agreement in a form substantially similar to the affected Servicing Agreement or into an agreement with such successor servicing administrator in a form mutually agreed upon by the parties thereto. In connection with any such appointment, the Master Servicer may make such arrangements for the compensation of such successor servicer or successor servicing administrator as it and such successor shall agree. The Master Servicer in its sole discretion shall have the right to agree to compensation of a successor servicer in excess of that permitted to a Servicer under the Servicing Agreements if such increase is, in its good faith and judgment, necessary or advisable to engage a successor servicer. Notwithstanding anything herein to the contrary, in no event shall the Master Servicer be liable for any Servicing Fee or for any differential between the amount of the Servicing Fee paid to the original servicer and the amount necessary to induce any successor servicer to act as successor servicer hereunder. To the extent the successor servicer assumes the obligations of the terminated Servicer under the applicable Servicing Agreement, the Master Servicer may amend such Servicing Agreement to effect such change to the Servicing Fee without the consent of the Certificateholders. The Master Servicer shall pay the costs of such enforcement monitoring the Servicers as required hereunder (including the costs associated with (i) termination of any Servicer or the Servicing Administrator, (ii) the appointment of a successor servicer and shall, to the extent permitted by the related Servicing Agreement, seek reimbursement therefor initially from the terminated Servicer. In the event the full costs associated with the transition of servicing responsibilities to the Master Servicer are not paid for by the predecessor or successor servicing administrator or the transfer and assumption of the servicing or the servicing administration by Servicer (provided such successor Servicer is not the Master Servicer) at its own expense and shall ), the Master Servicer may be reimbursed therefor initially (i) by the terminated Servicer or terminated Servicing Administrator, as applicable, (ii) from a general recovery resulting from such enforcement only to the extent, if any, that such recovery exceeds all amounts due in respect Trust for out of the related Mortgage Loans, (iii) from a specific recovery of costs, expenses or attorney’s fees against the party against whom such enforcement is directed, or (iv) to the extent that such amounts described in (i)-(iii) above are not received pocket costs incurred by the Master Servicer within 30 days associated with any such transfer of the Master Servicer’s request for reimbursement therefor, servicing duties from the Trust Fund, as provided in Section 9.04. To the extent the Master a Servicer recovers amounts described in (i)-(iii) above subsequent to its reimbursement from the Trust Fund pursuant to (iv) above, then the Master Servicer promptly will reimburse such amounts to the Trust Fund. If the Master Servicer assumes the servicing or servicing administration with respect to any of the Mortgage Loans, it will not assume liability for the representations and warranties of any Servicer or the Servicing Administrator being replaced or for the errors or omissions of such Servicer or the Servicing Administratorother successor servicer. (c) Upon any termination None of the Depositor, the Securities Administrator nor the [Delaware] Trustee shall consent to the assignment by any Servicer of such Servicer’s rights and powers obligations under any Servicing Agreement without the prior written consent of the Master Servicer, which consent shall not be unreasonably withheld. (d) The Master Servicer shall not assume liability for any Servicer Servicer’s representations and warranties if it becomes a successor servicer. (e) On or the Servicing Administrator pursuant prior to the applicable Servicing AgreementClosing Date, the Master Servicer shall promptly notify deliver to the TrusteeDepositor a certification in the form of Exhibit J attached hereto specifying the items it will address in its assessment of compliance with the servicing criteria under this Section 8.01. On or before March 15 of each year, commencing in March [ ], the Master Servicer at its own expense, shall furnish, and each such party shall cause any Servicing Function Participant engaged by it to furnish, each at its own expense, to the Securities Administrator and/or the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria that contains (i) a statement by such party of its responsibility for assessing compliance with the Servicing Criteria, (ii) a statement that such party used the Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (iii) such party’s assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 3.02(e), including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (iv) a statement that a registered public accounting firm has issued an attestation report on such party’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. No later than the end of each fiscal year for the Trust for which a 10-K is required to be filed, the Master Servicer shall forward to the Securities Administrator the name of each Servicing Function Participant engaged by it and what Relevant Servicing Criteria will be addressed in the report on assessment of compliance prepared by such Servicing Function Participant. When the Master Servicer and the [Delaware] Trustee (or any Servicing Function Participant engaged by them) submits its assessment to the Securities Administrator, such parties will also at such time include the assessment (and attestation pursuant to Section 8.01(f) and 11.01(d) of each Servicing Function Participant engaged by it. Promptly after receipt of each such report on assessment of compliance, (i) the Depositor shall review each such report and, if applicable, consult with the Master Servicer, the Securities Administrator and any Servicing Function Participant engaged by such parties as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by each Rating Agency through such party, and (ii) the Rule 17g-5 Information ProviderSecurities Administrator shall confirm that the assessments, specifying taken as a whole, address all of the Servicing Criteria and taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit J and on any similar exhibit set forth in each Servicing Agreement in respect of the applicable Servicer and notify the Depositor of any exceptions. None of such parties shall be required to deliver any such assessments until April 15 in any given year so long as such party has received written confirmation from the Depositor that a Form 10-K is not required to be filed in respect of the Trust for the preceding calendar year. The Master Servicer shall enforce any obligation of a Servicer (and the applicable Servicing Agreement will provide that each Servicer shall enforce any obligations of an Additional Servicer engaged by such Servicer), to the extent set forth in the related Servicing Agreement (or, in the case of an Additional Servicer, such applicable agreement), to deliver to the Master Servicer an annual report on assessment of compliance within the time frame set forth in, and in such notice that form and substance as may be required pursuant to, the related Servicing Agreement (or, in the case of an Additional Servicer, such applicable agreement). The Master Servicer shall include such annual report on assessment of compliance with its own assessment of compliance to be submitted to the Securities Administrator pursuant to this Section 8.01. (f) On or before March 15 of each calendar year, commencing in March [ ], the Master Servicer, at its own expense, shall cause, and shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer or any successor servicer or successor servicing administratorsuch other Servicing Function Participants, as the case may be) that is a member of the American Institute of Certified Public Accountants to furnish a report to the Securities Administrator and the Depositor (and, in the case of any other Servicing Function Participant, the Master Servicer) to the effect that (i) it has succeeded obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. Promptly after receipt of such report from the Master Servicer or any Servicing Function Participant engaged by the Master Servicer parties, (i) the Depositor shall review the report and, if applicable, consult with such parties as to the nature of any defaults by such parties, in the fulfillment of any of each such party’s obligations hereunder or under any other applicable agreement, and (ii) the Securities Administrator shall confirm that each assessment submitted pursuant to Section 8.01(e) and Section 11.01(c) is coupled with an attestation meeting the requirements of this Section and shall notify the Depositor of any exceptions. Neither the Master Servicer nor any Servicing AdministratorFunction Participant engaged by the Master Servicer shall be required to deliver or cause the delivery of such reports until April 15 in any given year so long as it has received written confirmation from the Depositor that a 10-K is not required to be filed in respect of the Trust for the preceding fiscal year. The Master Servicer shall enforce any obligation of a Servicer (and the applicable Servicing Agreement will provide that each Servicer shall enforce any obligations of an Additional Servicer engaged by such Servicer), to the extent set forth in the related Servicing Agreement (or, in the case of an Additional Servicer, such applicable agreement), to deliver to the Master Servicer an attestation within the time frame set forth in, and in such form and substance as may be required pursuant to, the related Servicing Agreement (or, in the case of an Additional Servicer, such applicable agreement). The Master Servicer shall include such annual report on assessment of compliance with its own assessment of compliance to be submitted to the Securities Administrator pursuant to this Section 8.01. (g) The Master Servicer shall give prior written notice to the Depositor of the appointment of any Subcontractor by it and a written description (in form and substance satisfactory to the Depositor) of the role and function of each Subcontractor utilized by the Master Servicer, specifying (i) the identity of each such Subcontractor and (ii) which elements of the servicing criteria set forth under Item 1122(d) of Regulation AB will be addressed in assessments of compliance provided by each such Subcontractor. (h) The Master Servicer shall notify the Depositor and the Sponsor within five days of its gaining knowledge thereof (i) of any legal proceedings pending against the Master Servicer of the type described in Item 1117 (ss. 229.1117) of Regulation AB, (ii) of any merger, consolidation or sale of substantially all of the assets of the Master Servicer and (iii) if the Master Servicer shall become (but only to the extent not previously disclosed) at any time an affiliate of any of the Depositor, any Servicer, any Originator contemplated by Item 1110 (ss. 229.1110) of Regulation AB, any significant obligor contemplated by Item 1112 (ss. 229.1112) of Regulation AB, any enhancement or support provider contemplated by Items 1114 or 1115 (xx.xx. 229.1114-1115) of Regulation AB or any successor thereto or any other material party to the Trust Fund contemplated by Item 1100(d)(1) (ss. 229.1100(d)(1)) of Regulation AB, as applicable, under the related Servicing Agreement, which notice shall also specify the name and address of any such successor servicer or successor servicing administrator.

Duties of the Master Servicer; Enforcement of Servicer’s and Master Servicer’s Obligations. (a) The Master Servicer, on behalf of the Trustee and the Certificateholders shall, from and after the Closing Date, monitor the performance of the Servicers and the Servicing Administrator under the Servicing Agreements. In performing its obligations hereunder, the Master Servicer shall act in a manner consistent with Accepted Master Servicing Practices. Furthermore, the Master Servicer shall consult with each Servicer and the Servicing Administrator as necessary from time to time to carry out the Master Servicer’s obligations hereunder, shall receive and review all reports, information and other data provided to the Master Servicer by each Servicer and shall enforce the obligation of each Servicer and the Servicing Administrator duly and punctually to perform and observe the covenants, duties, obligations and conditions to be performed or observed by such Servicer or the Servicing Administrator under the related Servicing Agreement. The Master Servicer shall independently and separately monitor each Servicer’s servicing activities and the activities of the Servicing Administrator with respect to each related Mortgage Loan in respect of the provisions of the applicable Servicing Agreement, reconcile the reports and other data provided to the Master Servicer pursuant to the previous sentence on a monthly basis based on the Mortgage Loan data provided to the Master Servicer by or on behalf of the Depositor on the Closing Date (upon which data the Master Servicer shall be entitled to rely and with respect to which the Master Servicer shall have no obligation to confirm or verify) and coordinate corrective adjustments to the records of each Servicer and the Master Servicer, and based on such reconciled and corrected information, the Master Servicer shall provide such information to the Securities Administrator as shall be necessary in order for it to prepare the statements specified in Section 4.02, and prepare any other information and statements required to be forwarded by the Master Servicer hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of each Servicer to the DistributionMaster Master Servicer Collection Account pursuant to the related Servicing Agreement. The Master Servicer shall, in accordance with each Servicing Agreement, oversee matters relating to the servicing of defaulted Mortgage Loans, including approving certain Mortgage Loan modifications, reviewing environmental reports related to foreclosed Mortgage Properties to determine whether to proceed with a foreclosure, approving certain actions relating to the management of REO Property and approving the release of the original borrower of a Mortgage Loan in connection with Mortgage Loan assumptions. The Master Servicer shall not approve any modification of a Mortgage Loan to extend the maturity date of such Mortgage Loan past the Latest Possible Maturity Date of the Certificates. In its review of the activities of any Servicer and the Servicing Administrator, the Master Servicer may rely upon an Officer’s Certificate of such Servicer or the Servicing Administrator (or similar document signed by an officer of such Servicer or the Servicing Administrator), and such Servicer’s or the Servicing Administrator’s Assessment of Compliance and related Accountant’s Attestation or other accountants’ report provided to the Master Servicer pursuant to the related Servicing Agreement, with regard to such Servicer’s or the Servicing Administrator’s compliance with the terms of its Servicing Agreement. Subject to Section 9.08, the Master Servicer shall not be responsible or liable for the day-to-dayday-to-day servicing activities of any Servicer or for any unlawful act or omission, breach, negligence, fraud, willful misconduct or bad faith of any Servicer. Upon the occurrence of an event that, unless cured, would constitute grounds for termination of a Servicer under the related Servicing Agreement, the Master Servicer shall promptly notify the Trustee and the Depositor thereof, and shall specify in such notice the action, if any, the Master Servicer is taking in respect of such default. So long as any such event of default shall be continuing, the Master Servicer may, and shall, if it determines such action to be in the best interests of Certificateholders, (i) terminate all of the rights and powers of such Servicer pursuant to the applicable provisions of the Servicing Agreement; (ii) exercise any rights it may have to enforce the Servicing Agreement against such Servicer; and/or (iii) waive any such default under the Servicing Agreement or take any other action with respect to such default as is permitted thereunder. Notwithstanding the immediately preceding sentence, if the event of default is the failure of a Servicer or the Servicing Administrator to remit any payment required to be made under the terms of the applicable Servicing Agreement, and such failure continues unremedied for the duration of the applicable grace period, then the Master Servicer shall terminate all of the rights and powers of such Servicer or the Servicing Administrator pursuant to the applicable provisions of the related Servicing Agreement, unless any waiver described under Section 6.16 shall have been obtained; provided that, upon the occurrence of such an event of default by the Servicing Administrator, the Master Servicer may, at its option, terminate all of the rights and powers of Cenlar FSB pursuant to the Cenlar FSB related Servicing Agreement unless such a waiver has been obtained. (b) Upon any termination by the Master Servicer of the rights and powers of a Servicer or the Servicing Administrator pursuant to the related Servicing Agreement, the rights and powers of the Servicer or the Servicing Administrator with respect to the related Mortgage Loans shall vest in the Master Servicer and the Master Servicer shall be the successor in all respects to such Servicer or the Servicing Administrator in its capacity as Servicer or Servicing Administrator with respect to such Mortgage Loans under the related Servicing Agreement, unless or until the Master Servicer shall have appointed, with the consent of the Trustee, such consent not to be unreasonably withheld, a successor to the Servicer or the Servicing Administrator; provided that, with respect to the appointment of a successor servicer, in accordance with the applicable provisions of the related Servicing Agreement, such successor servicer shall be a Xxxxxx Xxx- or Xxxxxxx Mac-approved Person that is a member in good standing of MERS; provided, further, that no Trustee consent shall be required if the successor servicer or successor servicing administrator is a Person that was a Servicer on the Closing Date; provided, further, that it is understood and agreed by the parties hereto that there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to a successor servicer or a successor servicing administrator (including the Master Servicer). Upon appointment of a successor servicer or successor servicing administrator, as authorized under this Section 9.01(b), unless the successor servicer or successor servicing administrator shall have assumed the obligations of the terminated Servicer or the terminated Servicing Administrator, as applicable, under such Servicing Agreement, the Master Servicer, the Trustee and such successor servicer shall enter into a servicing agreement in a form substantially similar to the affected Servicing Agreement or into an agreement with such successor servicing administrator in a form mutually agreed upon by the parties thereto. In connection with any such appointment, the Master Servicer may make such arrangements for the compensation of such successor servicer or successor servicing administrator as it and such successor shall agree. The Master Servicer in its sole discretion shall have the right to agree to compensation of a successor servicer in excess of that permitted to a Servicer under the Servicing Agreements if such increase is, in its good faith and judgment, necessary or advisable to engage a successor servicer. Notwithstanding anything herein to the contrary, in no event shall the Master Servicer be liable for any Servicing Fee or for any differential between the amount of the Servicing Fee paid to the original servicer and the amount necessary to induce any successor servicer to act as successor servicer hereunder. To the extent the successor servicer assumes the obligations of the terminated Servicer under the applicable Servicing Agreement, the Master Servicer may amend such Servicing Agreement to effect such change to the Servicing Fee without the consent of the Certificateholders. The Master Servicer shall pay the costs of such enforcement (including the termination of any Servicer or the Servicing Administrator, the appointment of a successor servicer or successor servicing administrator or the transfer and assumption of the servicing or the servicing administration by the Master Servicer) at its own expense and shall be reimbursed therefor initially (i) by the terminated Servicer or terminated Servicing Administrator, as applicable, (ii) from a general recovery resulting from such enforcement only to the extent, if any, that such recovery exceeds all amounts due in respect of the related Mortgage Loans, (iii) from a specific recovery of costs, expenses or attorney’s fees against the party against whom such enforcement is directed, or (iv) to the extent that such amounts described in (i)-(iii) above are not received by the Master Servicer within 30 days of the Master Servicer’s 's request for reimbursement therefor, from the Trust Fund, as provided in Section 9.04. To the extent the Master Servicer recovers amounts described in (i)-(iii) above subsequent to its reimbursement from the Trust Fund pursuant to (iv) above, then the Master Servicer promptly will reimburse such amounts to the Trust Fund. If the Master Servicer assumes the servicing or servicing administration with respect to any of the Mortgage Loans, it will not assume liability for the representations and warranties of any Servicer or the Servicing Administrator being replaced or for the errors or omissions of such Servicer or the Servicing Administrator. (c) Upon any termination of the rights and powers of any Servicer or the Servicing Administrator pursuant to the applicable Servicing Agreement, the Master Servicer shall promptly notify the Trustee, the Securities Administrator and each Rating Agency through the Rule 17g-5 Information Provider, specifying in such notice that the Master Servicer or any successor servicer or successor servicing administrator, as the case may be, has succeeded the Servicer or the Servicing Administrator, as applicable, under the related Servicing Agreement, which notice shall also specify the name and address of any such successor servicer or successor servicing administrator.

Duties of the Master Servicer; Enforcement of Servicer’s and Master Servicer’s Obligations. (a) The Master Servicer, on behalf of the Trustee Trustee, the Depositor and the Certificateholders shall, from and after the Closing Date, monitor the performance of the Servicers and the Servicing Administrator under the Servicing Agreements. In performing its obligations hereunder, the Master Servicer shall act in a manner consistent with Accepted Master Servicing Practices. Furthermore, the Master Servicer shall consult with each Servicer and the Servicing Administrator as necessary from time to time to carry out the Master Servicer’s obligations hereunder, shall receive and review all reports, information and other data provided to the Master Servicer by each Servicer and shall enforce use its reasonable good faith efforts to cause the obligation of each Servicer and the Servicing Administrator Servicers duly and punctually to perform all of their duties and observe the covenants, duties, obligations and conditions to be performed or observed by such Servicer or the Servicing Administrator under the related Servicing Agreement. The Master Servicer shall independently and separately monitor each Servicer’s servicing activities and the activities of the Servicing Administrator with respect to each related Mortgage Loan in respect of the provisions of the applicable Servicing Agreement, reconcile the reports and other data provided to the Master Servicer pursuant to the previous sentence on a monthly basis based on the Mortgage Loan data provided to the Master Servicer by or on behalf of the Depositor on the Closing Date (upon which data the Master Servicer shall be entitled to rely and with respect to which the Master Servicer shall have no obligation to confirm or verify) and coordinate corrective adjustments to the records of each Servicer and the Master Servicer, and based on such reconciled and corrected information, the Master Servicer shall provide such information to the Securities Administrator as shall be necessary in order for it to prepare the statements specified in Section 4.02, and prepare any other information and statements required to be forwarded by the Master Servicer hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of each Servicer to the DistributionMaster Servicer Collection Account pursuant to the related Servicing Agreement. The Master Servicer shall, in accordance with each Servicing Agreement, oversee matters relating to the servicing of defaulted Mortgage Loans, including approving certain Mortgage Loan modifications, reviewing environmental reports related to foreclosed Mortgage Properties to determine whether to proceed with a foreclosure, approving certain actions relating to the management of REO Property and approving the release of the original borrower of a Mortgage Loan in connection with Mortgage Loan assumptions. The Master Servicer shall not approve any modification of a Mortgage Loan to extend the maturity date of such Mortgage Loan past the Latest Possible Maturity Date of the Certificates. In its review of the activities of any Servicer and the Servicing Administrator, the Master Servicer may rely upon an Officer’s Certificate of such Servicer or the Servicing Administrator (or similar document signed by an officer of such Servicer or the Servicing Administrator), and such Servicer’s or the Servicing Administrator’s Assessment of Compliance and related Accountant’s Attestation or other accountants’ report provided to the Master Servicer pursuant to the related Servicing Agreement, with regard to such Servicer’s or the Servicing Administrator’s compliance with the terms of its Servicing Agreement. Subject to Section 9.08, the Master Servicer shall not be responsible or liable for the day-to-dayday-to-day servicing activities of any Servicer or for any unlawful act or omission, breach, negligence, fraud, willful misconduct or bad faith of any Servicerthereunder. Upon the occurrence of a default of which an event that, unless cured, would constitute grounds for termination Authorized Officer of the Master Servicer has actual knowledge under a Servicer under the related Servicing Agreement, the Master Servicer shall promptly notify the Trustee and the Depositor thereof, and shall specify in such notice the action, if any, the Master Servicer is taking in respect of such default. So long as any such event of default shall be continuing, the Master Servicer may, and shall, shall if it determines such action to be in the best interests of Certificateholders, (i) terminate all of the rights and powers of such Servicer pursuant to the applicable provisions of the Servicing Agreement; (ii) exercise any rights it may have to enforce the Servicing Agreement against such Servicer; and/or (iii) waive any such default under the Servicing Agreement or take any other action with respect to such default as is permitted thereunder. Notwithstanding the immediately preceding sentenceIn addition, if the event of default is the failure of a Servicer or under the Servicing Administrator to remit any payment required to be made under the terms of the applicable Servicing AgreementAgreements, and such failure continues unremedied for the duration of the applicable grace period, then the Master Servicer shall terminate all be obligated to perform (as agent on behalf of the rights 213965 Sequoia 2007-1 Pooling and powers Servicing Agmt. Depositor) with respect to the Mortgage Loans, certain of such Servicer or the Depositor’s default administration obligations hereunder and under the Servicing Administrator pursuant Agreements. Notwithstanding any provision of this Agreement or any Servicing Agreement to the applicable provisions of the related Servicing Agreement, unless any waiver described under Section 6.16 shall have been obtained; provided that, upon the occurrence of such an event of default by the Servicing Administratorcontrary, the Master Servicer mayshall have no duty or obligation to supervise, at monitor or oversee the activities of, or to enforce the obligations of, any Servicer under its optionServicing Agreement with respect to any Additional Collateral or any Limited Purpose Surety Bond relating thereto, terminate all including, without limitation, the collection of any amounts owing to the rights Trust Fund in respect thereof (unless and powers until the Master Servicer shall have assumed the obligations of Cenlar FSB such Servicer as successor servicer under the related Servicing Agreement pursuant to this Section 9.01, in which case, as successor servicer, it shall be bound to serve and administer the Cenlar FSB Additional Collateral and any related Limited Purpose Surety Bond in accordance with the provisions of such Servicing Agreement unless such a waiver has been obtainedAgreement). (b) Upon any termination by the Master Servicer of the a Servicer’s rights and powers of a Servicer or the Servicing Administrator pursuant to the related its Servicing Agreement, the rights and powers of the Servicer or the Servicing Administrator with respect to the related Mortgage Loans shall vest in the Master Servicer and the Master Servicer shall be the successor in all respects to such Servicer or the Servicing Administrator in its capacity as Servicer or Servicing Administrator with respect to such Mortgage Loans under the related Servicing Agreement, unless or until the Master Servicer shall have appointed, with the consent of the TrusteeTrustee and the Rating Agencies, such consent not to be unreasonably withheld, a successor to the Servicer or the Servicing Administrator; provided that, with respect to the appointment of a successor servicer, and in accordance with the applicable provisions of the related Servicing Agreement, such successor servicer shall be a Xxxxxx Xxx- new Fxxxxx Mxx- or Xxxxxxx MacFHLMC-approved Person that is a member in good standing of MERSMERS to serve as successor to the Servicer; provided, furtherhowever, that no Trustee consent or Rating Agency approval shall be required if the successor servicer or successor servicing administrator is a Person that was a Servicer on the Closing Date; provided, further, that it is understood and agreed by the parties hereto that there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to a successor servicer or a successor servicing administrator (including the Master Servicer). With such consent, the Master Servicer may elect to continue to serve as successor servicer under the Servicing Agreement. Upon appointment of a successor servicer or successor servicing administratorservicer, as authorized under this Section 9.01(b), unless the successor servicer or successor servicing administrator shall have assumed the obligations obligation of the terminated Servicer or the terminated Servicing Administrator, as applicable, under such Servicing Agreement, the Master Servicer, the Trustee and such successor servicer shall enter into a servicing agreement in a form substantially similar to the affected Servicing Agreement or into an agreement with such successor servicing administrator in a form mutually agreed upon by the parties theretoAgreement. In connection with any such appointment, the Master Servicer may make such arrangements for the compensation of such successor servicer or successor servicing administrator as it and such successor shall agree. The Master Servicer , but in its sole discretion no event shall have the right to agree to such compensation of a any successor servicer (including the Master Servicer) be in excess of that permitted payable to a the Servicer under the Servicing Agreements if such increase is, in its good faith and judgment, necessary or advisable to engage a successor servicer. Notwithstanding anything herein to the contrary, in no event shall the Master Servicer be liable for any Servicing Fee or for any differential between the amount of the Servicing Fee paid to the original servicer and the amount necessary to induce any successor servicer to act as successor servicer hereunder. To the extent the successor servicer assumes the obligations of the terminated Servicer under the applicable affected Servicing Agreement, the Master Servicer may amend such Servicing Agreement to effect such change to the Servicing Fee without the consent of the Certificateholders. The Master Servicer shall pay the costs of such enforcement (including the termination of any Servicer or the Servicing AdministratorServicer, the appointment of a successor servicer or successor servicing administrator or the transfer and assumption of the servicing or the servicing administration by the Master Servicer) at its own expense and shall be reimbursed therefor initially (i) by the terminated Servicer or terminated Servicing Administrator, as applicableServicer, (ii) from a general recovery resulting from such enforcement only to the extent, if any, that such recovery exceeds all amounts due in respect of the related Mortgage Loans, (iii) from a specific recovery of costs, expenses or attorney’s fees against the party against whom such enforcement is directed, or (iv) to the extent that such amounts described in (i)-(iii) above are not received by insufficient to reimburse the Master Servicer within 30 days for such costs of the Master Servicer’s request for reimbursement thereforenforcement, from the Trust Fund, as provided in Section 9.04. To the extent the Master Servicer recovers amounts described in (i)-(iii) above subsequent to its reimbursement from the Trust Fund pursuant to (iv) above, then the Master Servicer promptly will reimburse such amounts to the Trust Fund213965 Sequoia 2007-1 Pooling and Servicing Agmt. If the Master Servicer assumes the servicing or servicing administration with respect to any of the Mortgage Loans, it will not assume liability for the representations and warranties of any Servicer or the Servicing Administrator being replaced it replaces or for the errors or omissions of such Servicer or the Servicing AdministratorServicer. (c) Upon any termination of the a Servicer’s rights and powers of any Servicer or the Servicing Administrator pursuant to the applicable its Servicing Agreement, the Master Servicer shall promptly notify the Trustee, Trustee and the Securities Administrator and each Rating Agency through the Rule 17g-5 Information ProviderAgencies, specifying in such notice that the Master Servicer or any successor servicer or successor servicing administratorservicer, as the case may be, has succeeded the Servicer or the Servicing Administrator, as applicable, under the related Servicing Agreement, which notice shall also specify the name and address of any such successor servicer. (d) Unless otherwise specified herein, the provisions of Section 9.01(b) (relating to the Fxxxxx Mxx- and Fxxxxxx Mac- approval and MERS membership of any successor servicer, the form of any servicing agreement to be entered into by such successor servicer and the amount of compensation payable thereunder) and the provisions of Section 9.01(c) (relating to notices to the Trustee, the Securities Administrator and the Rating Agencies) shall apply to any proposed transfer or assignment by the Seller of its rights under any Servicing Agreement or of the servicing thereunder or delegation of its rights or duties thereunder or any portion thereof to any other Person other than the initial Servicer under such Servicing Agreement; provided that the Seller shall not be required to provide prior notice to anyone other than the Master Servicer of any transfer of servicing that occurs within four months following the Closing Date to an entity that is a Servicer on the Closing Date. In addition, neither the Depositor nor the Trustee shall consent to the assignment by any Servicer of such Servicer’s rights and obligations under the Servicing Agreement to a successor servicer other than a Person that was a Servicer on the Closing Date without the prior written consent of the Master Servicer, which consent shall not be unreasonably withheld. In connection with any transfer of servicing administrator(whether to another initial Servicer, or otherwise), the Seller shall, at its cost and expense, take such steps, or cause the terminated Servicer to take such steps, as may be necessary or appropriate to effectuate and evidence the transfer of the servicing of the Mortgage Loans to such successor servicer, including, but not limited to, the following: (A) to the extent required by the terms of the Mortgage Loans and by applicable federal and state laws and regulations, the Seller shall cause the prior Servicer to timely mail to each obligor under a Mortgage Loan any required notices or disclosures describing the transfer of servicing of the Mortgage Loans to the successor servicer; (B) prior to the effective date of such transfer of servicing, the Seller shall cause the prior Servicer to transmit to any related insurer notification of such transfer of servicing; (C) on or prior to the effective date of such transfer of servicing, the Seller shall cause the prior Servicer to deliver to the successor servicer all Mortgage Documents and any related records or materials; (D) on or prior to the effective date of such transfer of servicing, the Seller shall cause the prior Servicer to transfer to the successor servicer all funds held by the prior Servicer in respect of the Mortgage Loans; (E) on or prior to the effective date of such transfer of servicing, the Seller shall cause the prior Servicer to, after the effective date of the transfer of servicing to the successor servicer, continue to forward to such successor servicer, within one Business Day of receipt, the amount of any payments or other recoveries received by the prior Servicer, and to notify the successor servicer of the source and proper application of each such payment or recovery; and (F) the Seller shall cause the prior Servicer to, after the effective date of transfer of servicing to the 213965 Sequoia 2007-1 Pooling and Servicing Agmt. successor servicer, continue to cooperate with the successor servicer to facilitate such transfer in such manner and to such extent as the successor servicer may reasonably request. Notwithstanding the foregoing, the prior Servicer shall be obligated to perform the items listed above to the extent provided in the Servicing Agreement.

Duties of the Master Servicer; Enforcement of Servicer’s and Master Servicer’s Obligations. (a) The Master Servicer, on behalf of the Trustee Trustee, the Depositor and the Certificateholders shall, from and after the Closing Date, shall monitor the performance of the Servicers and the Servicing Administrator under the Purchase and 152 Servicing Agreements. In performing its obligations hereunder, the Master Servicer shall act in a manner consistent with Accepted Master Servicing Practices. Furthermore, the Master Servicer shall consult with each Servicer and the Servicing Administrator as necessary from time to time to carry out the Master Servicer’s obligations hereunder, shall receive and review all reports, information and other data provided to the Master Servicer by each Servicer and shall enforce use its reasonable good faith efforts to cause the obligation of each Servicer and the Servicing Administrator Servicers duly and punctually to perform all of their respective duties and observe the covenants, duties, obligations and conditions to be performed or observed by such Servicer or the Servicing Administrator under the related Servicing Agreement. The Master Servicer shall independently and separately monitor each Servicer’s servicing activities and the activities of the Servicing Administrator with respect to each related Mortgage Loan in respect of the provisions of the applicable Servicing Agreement, reconcile the reports and other data provided to the Master Servicer pursuant to the previous sentence on a monthly basis based on the Mortgage Loan data provided to the Master Servicer by or on behalf of the Depositor on the Closing Date (upon which data the Master Servicer shall be entitled to rely and with respect to which the Master Servicer shall have no obligation to confirm or verify) and coordinate corrective adjustments to the records of each Servicer and the Master Servicer, and based on such reconciled and corrected information, the Master Servicer shall provide such information to the Securities Administrator as shall be necessary in order for it to prepare the statements specified in Section 4.02, and prepare any other information and statements required to be forwarded by the Master Servicer hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of each Servicer to the DistributionMaster Servicer Collection Account pursuant to the related Servicing Agreement. The Master Servicer shall, in accordance with each Servicing Agreement, oversee matters relating to the servicing of defaulted Mortgage Loans, including approving certain Mortgage Loan modifications, reviewing environmental reports related to foreclosed Mortgage Properties to determine whether to proceed with a foreclosure, approving certain actions relating to the management of REO Property and approving the release of the original borrower of a Mortgage Loan in connection with Mortgage Loan assumptions. The Master Servicer shall not approve any modification of a Mortgage Loan to extend the maturity date of such Mortgage Loan past the Latest Possible Maturity Date of the Certificates. In its review of the activities of any Servicer and the Servicing Administrator, the Master Servicer may rely upon an Officer’s Certificate of such Servicer or the Servicing Administrator (or similar document signed by an officer of such Servicer or the Servicing Administrator), and such Servicer’s or the Servicing Administrator’s Assessment of Compliance and related Accountant’s Attestation or other accountants’ report provided to the Master Servicer pursuant to the related Servicing Agreement, with regard to such Servicer’s or the Servicing Administrator’s compliance with the terms of its Servicing Agreement. Subject to Section 9.08, the Master Servicer shall not be responsible or liable for the day-to-dayday-to-day servicing activities of any Servicer or for any unlawful act or omission, breach, negligence, fraud, willful misconduct or bad faith of any Servicerthereunder. Upon the occurrence of an event that, unless cured, would constitute grounds for termination a default of which a Responsible Officer of the Master Servicer has actual knowledge under the related a Purchase and Servicing Agreement, the Master Servicer shall promptly notify the Trustee and the Depositor thereof, and shall specify in such notice the action, if any, the Master Servicer is taking in respect of such default. So long as any such event of default shall be continuing, the Master Servicer may, and shall, shall if it determines such action to be in the best interests of Certificateholders, (i) terminate all of the rights and powers of such Servicer pursuant to the applicable provisions of the related Purchase and Servicing Agreement; (ii) exercise any rights it may have to enforce the related Purchase and Servicing Agreement against such Servicer; and/or (iii) waive any such default under the related Purchase and Servicing Agreement or take any other action with respect to such default as is permitted thereunder. Notwithstanding anything to the immediately preceding sentencecontrary in this Agreement, if with respect to any Additional Collateral Mortgage Loan, the event Master Servicer will have no duty or obligation to supervise, monitor or oversee the activities of default is the failure related Servicer under any Purchase and Servicing Agreement with respect to any Additional Collateral or under any agreement relating to the pledge of, or the perfection of a pledge or security interest in, any Additional Collateral except upon the occurrence of the following events (i) in the case of a final liquidation of any Mortgaged Property secured by Additional Collateral, the Master Servicer or shall enforce the Servicing Administrator to remit any payment required to be made obligation of the Servicer under the terms of the applicable related Servicing Agreement to liquidate such Additional Collateral as required by such Servicing Agreement, and such failure continues unremedied for the duration of the applicable grace period, then (ii) if the Master Servicer shall terminate all of assumes the rights and powers obligations of such Servicer or the Servicing Administrator pursuant to the applicable provisions of as successor Servicer under the related Servicing AgreementAgreement pursuant to this Section 9.01, unless any waiver described under Section 6.16 as successor Servicer, it shall have been obtained; provided that, upon be bound to service and administer the occurrence Additional Collateral in accordance with the provisions of such an event of default by the Servicing Administrator, the Master Servicer may, at its option, terminate all of the rights and powers of Cenlar FSB pursuant to the Cenlar FSB Servicing Agreement unless such a waiver has been obtainedAgreement. (b) Upon any termination by the Master Servicer of the a Servicer's rights and powers of a Servicer or the Servicing Administrator pursuant to the related its Purchase and Servicing Agreement, the rights and powers of the such Servicer or the Servicing Administrator with respect to the related Mortgage Loans shall vest in the Master Servicer and the Master Servicer shall be the successor in all respects to such Servicer or the Servicing Administrator in its capacity as Servicer or Servicing Administrator with respect to such Mortgage Loans under the related Purchase and Servicing Agreement, unless or until the Master Servicer shall have appointedappointed (and the Trustee shall have acknowledged), with the consent of the Trustee, such consent not to be unreasonably withheld, a successor to the Servicer or the Servicing Administrator; provided that, with respect to the appointment of a successor servicer, Rating Agencies and in accordance with the applicable provisions of the related Purchase and Servicing Agreement, such successor servicer shall be a Xxxxxx Xxx- new Fannie Mae- or Xxxxxxx MacFHLMC-approved Person that is a member in good standing of MERSto serve as successor to the Xxxxxxex; provided, further, that no Trustee consent shall be required if the successor servicer or successor servicing administrator is a Person that was a Servicer on the Closing Date; provided, furtherhowever, that it is understood and agreed by the parties hereto that there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to a successor servicer or a successor servicing administrator (including the Master Servicer). With such letter from the Rating Agencies, the Master Servicer may elect to continue to serve as successor servicer under the Purchase and Servicing Agreement. Upon appointment of a successor servicer or successor servicing administratorservicer, as authorized under this Section 9.01(b), unless the successor servicer or successor servicing administrator shall have assumed the obligations of the terminated Servicer or the terminated Servicing Administrator, as applicable, under such Purchase and Servicing Agreement, the Master Servicer, the Trustee Servicer and such successor servicer shall enter into a servicing agreement in a form substantially similar to the affected Purchase and Servicing Agreement or into an agreement with Agreement, and the Trustee shall acknowledge such successor servicing administrator in a form mutually agreed upon by the parties theretoagreement. In connection with any such appointment, the Master Servicer may make such arrangements for the compensation of such successor servicer or successor servicing administrator as it and such successor servicer shall agree. The Master Servicer , but in its sole discretion no event shall have the right to agree to such compensation of a any successor servicer (including the Master Servicer) be in excess of that permitted payable to a the Servicer under the Servicing Agreements if such increase is, in its good faith affected Purchase and judgment, necessary or advisable to engage a successor servicer. Notwithstanding anything herein to the contrary, in no event shall the Master Servicer be liable for any Servicing Fee or for any differential between the amount of the Servicing Fee paid to the original servicer and the amount necessary to induce any successor servicer to act as successor servicer hereunder. To the extent the successor servicer assumes the obligations of the terminated Servicer under the applicable Servicing Agreement, the Master Servicer may amend such Servicing Agreement to effect such change to the Servicing Fee without the consent of the Certificateholders. The Master Servicer shall pay the costs of such enforcement (including the termination of any Servicer or the Servicing Administrator, the appointment of a successor servicer or successor servicing administrator or the transfer and assumption of the servicing or the servicing administration by the Master Servicer) at its own expense and shall be reimbursed therefor initially (i) by the terminated Servicer or terminated Servicing Administrator, as applicable, (ii) from a general recovery resulting from such enforcement only to the extent, if any, that such recovery exceeds all amounts due in respect of the related Mortgage Loans, (iii) from a specific recovery of costs, expenses or attorney’s fees against the party against whom such enforcement is directed, or (iv) to the extent that such amounts described in (i)-(iii) above are not received by the Master Servicer within 30 days of the Master Servicer’s request for reimbursement therefor, from the Trust Fund, as provided in Section 9.04. To the extent the Master Servicer recovers amounts described in (i)-(iii) above subsequent to its reimbursement from the Trust Fund pursuant to (iv) above, then the Master Servicer promptly will reimburse such amounts to the Trust Fund. If the Master Servicer assumes the servicing or servicing administration with respect to any of the Mortgage Loans, it will not assume liability for the representations and warranties of any Servicer or the Servicing Administrator being replaced or for the errors or omissions of such Servicer or the Servicing Administrator. (c) Upon any termination of the rights and powers of any Servicer or the Servicing Administrator pursuant to the applicable Servicing Agreement, the Master Servicer shall promptly notify the Trustee, the Securities Administrator and each Rating Agency through the Rule 17g-5 Information Provider, specifying in such notice that the Master Servicer or any successor servicer or successor servicing administrator, as the case may be, has succeeded the Servicer or the Servicing Administrator, as applicable, under the related Servicing Agreement, which notice shall also specify the name and address of any such successor servicer or successor servicing administrator.

Duties of the Master Servicer; Enforcement of Servicer’s and Master Servicer’s Obligations. (a) The Master Servicer, on behalf of the Trustee Trustee, the Depositor and the Certificateholders shall, from and after the Closing Date, shall monitor the performance of the Servicers and the Servicing Administrator under the Purchase and Servicing Agreements. In performing its obligations hereunder, the Master Servicer shall act in a manner consistent with Accepted Master Servicing Practices. Furthermore, the Master Servicer shall consult with each Servicer and the Servicing Administrator as necessary from time to time to carry out the Master Servicer’s obligations hereunder, shall receive and review all reports, information and other data provided to the Master Servicer by each Servicer and shall enforce use its reasonable good faith efforts to cause the obligation of each Servicer and the Servicing Administrator Servicers duly and punctually to perform all of their respective duties and observe the covenants, duties, obligations and conditions to be performed or observed by such Servicer or the Servicing Administrator under the related Servicing Agreement. The Master Servicer shall independently and separately monitor each Servicer’s servicing activities and the activities of the Servicing Administrator with respect to each related Mortgage Loan in respect of the provisions of the applicable Servicing Agreement, reconcile the reports and other data provided to the Master Servicer pursuant to the previous sentence on a monthly basis based on the Mortgage Loan data provided to the Master Servicer by or on behalf of the Depositor on the Closing Date (upon which data the Master Servicer shall be entitled to rely and with respect to which the Master Servicer shall have no obligation to confirm or verify) and coordinate corrective adjustments to the records of each Servicer and the Master Servicer, and based on such reconciled and corrected information, the Master Servicer shall provide such information to the Securities Administrator as shall be necessary in order for it to prepare the statements specified in Section 4.02, and prepare any other information and statements required to be forwarded by the Master Servicer hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of each Servicer to the DistributionMaster Servicer Collection Account pursuant to the related Servicing Agreement. The Master Servicer shall, in accordance with each Servicing Agreement, oversee matters relating to the servicing of defaulted Mortgage Loans, including approving certain Mortgage Loan modifications, reviewing environmental reports related to foreclosed Mortgage Properties to determine whether to proceed with a foreclosure, approving certain actions relating to the management of REO Property and approving the release of the original borrower of a Mortgage Loan in connection with Mortgage Loan assumptions. The Master Servicer shall not approve any modification of a Mortgage Loan to extend the maturity date of such Mortgage Loan past the Latest Possible Maturity Date of the Certificates. In its review of the activities of any Servicer and the Servicing Administrator, the Master Servicer may rely upon an Officer’s Certificate of such Servicer or the Servicing Administrator (or similar document signed by an officer of such Servicer or the Servicing Administrator), and such Servicer’s or the Servicing Administrator’s Assessment of Compliance and related Accountant’s Attestation or other accountants’ report provided to the Master Servicer pursuant to the related Servicing Agreement, with regard to such Servicer’s or the Servicing Administrator’s compliance with the terms of its Servicing Agreement. Subject to Section 9.08, the Master Servicer shall not be responsible or liable for the day-to-dayday-to-day servicing activities of any Servicer or for any unlawful act or omission, breach, negligence, fraud, willful misconduct or bad faith of any Servicerthereunder. Upon the occurrence of an event that, unless cured, would constitute grounds for termination a default of which a Responsible Officer of the Master Servicer has actual knowledge under the related a Purchase and Servicing Agreement, the Master Servicer shall promptly notify the Trustee and the Depositor thereof, and shall specify in such notice the action, if any, the Master Servicer is 118 taking in respect of such default. So long as any such event of default shall be continuing, the Master Servicer may, and shall, shall if it determines such action to be in the best interests of Certificateholders, (i) terminate all of the rights and powers of such Servicer pursuant to the applicable provisions of the related Purchase and Servicing Agreement; (ii) exercise any rights it may have to enforce the related Purchase and Servicing Agreement against such Servicer; and/or (iii) waive any such default under the related Purchase and Servicing Agreement or take any other action with respect to such default as is permitted thereunder. Notwithstanding anything to the immediately preceding sentencecontrary in this Agreement, if with respect to any Additional Collateral Mortgage Loan, the event Master Servicer will have no duty or obligation to supervise, monitor or oversee the activities of default is the failure related Servicer under any Purchase and Servicing Agreement with respect to any Additional Collateral or under any agreement relating to the pledge of, or the perfection of a pledge or security interest in, any Additional Collateral except upon the occurrence of the following events (i) in the case of a final liquidation of any Mortgaged Property secured by Additional Collateral, the Master Servicer or shall enforce the Servicing Administrator to remit any payment required to be made obligation of the Servicer under the terms of the applicable related Servicing Agreement to liquidate such Additional Collateral as required by such Servicing Agreement, and such failure continues unremedied for the duration of the applicable grace period, then (ii) if the Master Servicer shall terminate all of assumes the rights and powers obligations of such Servicer or the Servicing Administrator pursuant to the applicable provisions of as successor Servicer under the related Servicing AgreementAgreement pursuant to this Section 9.01, unless any waiver described under Section 6.16 as successor Servicer, it shall have been obtained; provided that, upon be bound to service and administer the occurrence Additional Collateral in accordance with the provisions of such an event of default by the Servicing Administrator, the Master Servicer may, at its option, terminate all of the rights and powers of Cenlar FSB pursuant to the Cenlar FSB Servicing Agreement unless such a waiver has been obtainedAgreement. (b) Upon any termination by the Master Servicer of the a Servicer's rights and powers of a Servicer or the Servicing Administrator pursuant to the related its Purchase and Servicing Agreement, the rights and powers of the such Servicer or the Servicing Administrator with respect to the related Mortgage Loans shall vest in the Master Servicer and the Master Servicer shall be the successor in all respects to such Servicer or the Servicing Administrator in its capacity as Servicer or Servicing Administrator with respect to such Mortgage Loans under the related Purchase and Servicing Agreement, unless or until the Master Servicer shall have appointedappointed (and the Trustee shall have acknowledged), with the consent of the Trustee, such consent not to be unreasonably withheld, a successor to the Servicer or the Servicing Administrator; provided that, with respect to the appointment of a successor servicer, Rating Agencies and in accordance with the applicable provisions of the related Purchase and Servicing Agreement, such successor servicer shall be a new Xxxxxx Xxx- or Xxxxxxx MacFHLMC-approved Person that is a member in good standing of MERSto serve as successor to the Servicer; provided, further, that no Trustee consent shall be required if the successor servicer or successor servicing administrator is a Person that was a Servicer on the Closing Date; provided, furtherhowever, that it is understood and agreed by the parties hereto that there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to a successor servicer or a successor servicing administrator (including the Master Servicer). With such letter from the Rating Agencies, the Master Servicer may elect to continue to serve as successor servicer under the Purchase and Servicing Agreement. Upon appointment of a successor servicer or successor servicing administratorservicer, as authorized under this Section 9.01(b), unless the successor servicer or successor servicing administrator shall have assumed the obligations of the terminated Servicer or the terminated Servicing Administrator, as applicable, under such Purchase and Servicing Agreement, the Master Servicer, the Trustee Servicer and such successor servicer shall enter into a servicing agreement in a form substantially similar to the affected Purchase and Servicing Agreement or into an agreement with Agreement, and the Trustee shall acknowledge such successor servicing administrator in a form mutually agreed upon by the parties theretoagreement. In connection with any such appointment, the Master Servicer may make such arrangements for the compensation of such successor servicer or successor servicing administrator as it and such successor servicer shall agree. The Master Servicer , but in its sole discretion no event shall have the right to agree to such compensation of a any successor servicer (including the Master Servicer) be in excess of that permitted payable to a the Servicer under the Servicing Agreements if such increase is, in its good faith affected Purchase and judgment, necessary or advisable to engage a successor servicer. Notwithstanding anything herein to the contrary, in no event shall the Master Servicer be liable for any Servicing Fee or for any differential between the amount of the Servicing Fee paid to the original servicer and the amount necessary to induce any successor servicer to act as successor servicer hereunder. To the extent the successor servicer assumes the obligations of the terminated Servicer under the applicable Servicing Agreement, the Master Servicer may amend such Servicing Agreement to effect such change to the Servicing Fee without the consent of the Certificateholders. The Master Servicer shall pay the costs of such enforcement (including the termination of any Servicer or the Servicing Administratora Servicer, the appointment of a successor servicer or successor servicing administrator or the transfer and assumption of the servicing or the servicing administration by the Master Servicer) at its own expense and shall be reimbursed therefor initially (i) by the terminated Servicer or terminated Servicing Administrator, as applicableServicer, (ii) from a general recovery resulting from such enforcement only 119 to the extent, if any, that such recovery exceeds all amounts due in respect of the related Mortgage Loans, (iii) from a specific recovery of costs, expenses or attorney’s 's fees against the party against whom such enforcement is directed, or (iv) to the extent that such amounts described in (i)-(iii) above are not received by insufficient to reimburse the Master Servicer within 30 days for such costs of the Master Servicer’s request for reimbursement thereforenforcement, from the Trust Fund, as provided in Section 9.04. To the extent the Master Servicer recovers amounts described in (i)-(iii) above subsequent to its reimbursement from the Trust Fund pursuant to (iv) above, then the Master Servicer promptly will reimburse such amounts to the Trust Fund. If the Master Servicer assumes the servicing or servicing administration with respect to any of the Mortgage Loans, it will not assume liability for the representations and warranties of any Servicer or the Servicing Administrator being replaced it replaces or for the errors or omissions of such Servicer. If the Seller is the owner of the servicing rights and the Seller chooses to terminate that Servicer with or without cause and sell those servicing rights to a successor servicer, then the Depositor shall (i) cause the Seller to give reasonable prior written notice to the Master Servicer, and (ii) obtain a letter from the Rating Agencies indicating that the appointment of the proposed successor servicer will not result in a downgrade or withdrawal of the rating of any of the Certificates, and a New Xxxxxx Mae- or FHLMC-approved Person reasonably acceptable to the Master Servicer shall be chosen by the Seller and appointed as successor servicer with the acknowledgment of the Master Servicer and the Trustee; provided, however, that the Seller shall not be required to get a no-downgrade letter from the Rating Agencies if: (i) the Rating Agencies received prior written notice of the transfer of the servicing rights and the name of the successor Servicer, (ii) such successor Servicer has a servicing rating in the highest category of Fitch or Xxxxx'x to the extent that Fitch or Xxxxx'x, respectively, is a Rating Agency, and such successor Servicer has a servicer evaluation ranking in one of the two highest categories of S&P to the extent that S&P is a Rating Agency, and (iii) such successor Servicer shall service the related Mortgage Loans under either the Purchase and Servicing AdministratorAgreement together with the related Assignment Agreement under which such Mortgage Loans are currently being serviced or under another Servicing Agreement together with a related Assignment Agreement that have already been reviewed and approved by the Rating Agencies. The Depositor shall cause the costs of such transfer including any costs of such transfer (including any costs of the Master Servicer) to be borne by the Seller. At least 15 calendar days prior to the effective date of such termination, (x) the Depositor shall provide written notice to the Master Servicer and all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement servicer. (c) Upon any termination of the a Servicer's rights and powers of any Servicer or the Servicing Administrator pursuant to the applicable its Purchase and Servicing Agreement, the Master Servicer shall promptly notify the Trustee, Trustee and the Securities Administrator and each Rating Agency through the Rule 17g-5 Information ProviderAgencies, specifying in such notice that the Master Servicer or any successor servicer or successor servicing administratorservicer, as the case may be, has succeeded the such Servicer or the Servicing Administrator, as applicable, under the related Purchase and Servicing AgreementAgreement or under any other servicing agreement reasonably satisfactory to the Master Servicer and the Rating Agencies, which notice shall also specify the name and address of any such successor servicer servicer. (d) The Depositor shall not consent to the assignment by any Servicer of such Servicer's rights and obligations under the related Purchase and Servicing Agreement without 120 the prior written consent of the Master Servicer, which consent shall not be unreasonably withheld. (e) The Trustee shall execute and deliver, at the written request of the Master Servicer or successor servicing administratorany Servicer, and furnish to the Master Servicer and any Servicer, at the expense of the requesting party, a power of attorney in the standard form provided by the Trustee to take title to the Mortgaged Properties after foreclosure in the name of and on behalf of the Trustee in its capacity as Trustee hereunder and for the purposes described herein to the extent necessary or desirable to enable the Master Servicer or any Servicer to perform its respective duties. The Trustee shall not be liable for the actions of the Master Servicer or any Servicer under such powers of attorney.

Duties of the Master Servicer; Enforcement of Servicer’s and Master Servicer’s Obligations. (a) The Master Servicer, on behalf of the Trustee Trustee, the Securities Administrator, the Depositor and the Certificateholders shallCertificateholders, from and after the Closing Date, shall monitor the performance of the Servicers and the Servicing Administrator under the Servicing Agreements. In performing , and (except as set forth below) shall use its obligations hereunder, reasonable good faith efforts to cause the Master Servicer shall act in a manner consistent with Accepted Master Servicing Practices. Furthermore, the Master Servicer shall consult with each Servicer and the Servicing Administrator as necessary from time Servicers to time to carry out the Master Servicer’s obligations hereunder, shall receive and review all reports, information and other data provided to the Master Servicer by each Servicer and shall enforce the obligation of each Servicer and the Servicing Administrator duly and punctually to perform their duties and observe the covenants, duties, obligations and conditions to be performed or observed by such Servicer or the Servicing Administrator under the related Servicing Agreement. The Master Servicer shall independently and separately monitor each Servicer’s servicing activities and the activities of the Servicing Administrator with respect to each related Mortgage Loan in respect of the provisions of the applicable Servicing Agreement, reconcile the reports and other data provided to the Master Servicer pursuant to the previous sentence on a monthly basis based on the Mortgage Loan data provided to the Master Servicer by or on behalf of the Depositor on the Closing Date (upon which data the Master Servicer shall be entitled to rely and with respect to which the Master Servicer shall have no obligation to confirm or verify) and coordinate corrective adjustments to the records of each Servicer and the Master Servicer, and based on such reconciled and corrected information, the Master Servicer shall provide such information to the Securities Administrator as shall be necessary in order for it to prepare the statements specified in Section 4.02, and prepare any other information and statements required to be forwarded by the Master Servicer hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of each Servicer to the DistributionMaster Servicer Collection Account pursuant to the related Servicing Agreement. The Master Servicer shall, in accordance with each Servicing Agreement, oversee matters relating to the servicing of defaulted Mortgage Loans, including approving certain Mortgage Loan modifications, reviewing environmental reports related to foreclosed Mortgage Properties to determine whether to proceed with a foreclosure, approving certain actions relating to the management of REO Property and approving the release of the original borrower of a Mortgage Loan in connection with Mortgage Loan assumptions. The Master Servicer shall not approve any modification of a Mortgage Loan to extend the maturity date of such Mortgage Loan past the Latest Possible Maturity Date of the Certificates. In its review of the activities of any Servicer and the Servicing Administrator, the Master Servicer may rely upon an Officer’s Certificate of such Servicer or the Servicing Administrator (or similar document signed by an officer of such Servicer or the Servicing Administrator), and such Servicer’s or the Servicing Administrator’s Assessment of Compliance and related Accountant’s Attestation or other accountants’ report provided to the Master Servicer pursuant to the related Servicing Agreement, with regard to such Servicer’s or the Servicing Administrator’s compliance with the terms of its Servicing Agreement. Subject to Section 9.08, the Master Servicer shall not be responsible or liable for the day-to-dayday-to-day servicing activities of any Servicer or for any unlawful act or omission, breach, negligence, fraud, willful misconduct or bad faith of any Servicerthereunder. Upon the occurrence of an event that, unless cured, would constitute grounds for termination of a Servicer Event of Default of which a Responsible Officer of the Master Servicer has actual knowledge under the related a Servicing Agreement, the Master Servicer shall promptly notify the Trustee and the Depositor thereof, Securities Administrator and shall specify in such notice the action, if any, the Master Servicer is taking plans to take in respect of such default. So long as any such event of default shall be continuing, the Master Servicer may, and shall, if it determines such action to be in the best interests of Certificateholders, may (i) terminate all of the rights and powers of such Servicer pursuant to the applicable provisions of the Servicing Agreement; (ii) exercise any rights it may have to enforce the Servicing Agreement against such Servicer; and/or (iii) waive any such default under the Servicing Agreement in accordance with Section 7.01 hereof or (iv) take any other action with respect to such default as is permitted thereunder. Notwithstanding the immediately preceding sentenceExcept as set forth in Section 4.06 hereof, if the event of default is the failure of a Servicer or the Servicing Administrator to remit any payment required to be made under the terms of the applicable Servicing Agreement, and such failure continues unremedied for the duration of the applicable grace period, then the Master Servicer shall terminate all have no duty to supervise any Servicer’s activities related to the servicing or administration of the rights and powers of such Servicer defaulted or delinquent Mortgage Loans or the Servicing Administrator pursuant to the applicable provisions management and disposition of the related Servicing Agreement, unless any waiver described under Section 6.16 shall have been obtained; provided that, upon the occurrence of such an event of default by the Servicing Administrator, the Master Servicer may, at its option, terminate all of the rights and powers of Cenlar FSB pursuant to the Cenlar FSB Servicing Agreement unless such a waiver has been obtainedREO Properties. (b) Upon any termination by the Master Servicer of the rights and powers of a Servicer or the Servicing Administrator pursuant to the related Servicing Agreement, the rights and powers of the Servicer or the Servicing Administrator with respect to the related Mortgage Loans shall vest in the Master Servicer and the Master Servicer shall be the successor in all respects to such Servicer or the Servicing Administrator in its capacity as Servicer or Servicing Administrator with respect to such Mortgage Loans under the related Servicing Agreement, unless or until the Master Servicer shall have appointed, with the consent of the Trustee, such consent not to be unreasonably withheld, a successor to the Servicer or the Servicing Administrator; provided that, with respect to the appointment of a successor servicer, in accordance with the applicable provisions of the related Servicing Agreement, such successor servicer shall be a Xxxxxx Xxx- or Xxxxxxx Mac-approved Person that is a member in good standing of MERS; provided, further, that no Trustee consent shall be required if the successor servicer or successor servicing administrator is a Person that was a Servicer on the Closing Date; provided, further, that it is understood and agreed by the parties hereto that there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to a successor servicer or a successor servicing administrator (including the Master Servicer). Upon appointment of a successor servicer or successor servicing administrator, as authorized under this Section 9.01(b), unless the successor servicer or successor servicing administrator shall have assumed the obligations of the terminated Servicer or the terminated Servicing Administrator, as applicable, under such Servicing Agreement, the Master Servicer, the Trustee and such successor servicer shall enter into a servicing agreement in a form substantially similar to the affected Servicing Agreement or into an agreement with such successor servicing administrator in a form mutually agreed upon by the parties thereto. In connection with any such appointment, the Master Servicer may make such arrangements for the compensation of such successor servicer or successor servicing administrator as it and such successor shall agree. The Master Servicer in its sole discretion shall have the right to agree to compensation of a successor servicer in excess of that permitted to a Servicer under the Servicing Agreements if such increase is, in its good faith and judgment, necessary or advisable to engage a successor servicer. Notwithstanding anything herein to the contrary, in no event shall the Master Servicer be liable for any Servicing Fee or for any differential between the amount of the Servicing Fee paid to the original servicer and the amount necessary to induce any successor servicer to act as successor servicer hereunder. To the extent the successor servicer assumes the obligations of the terminated Servicer under the applicable Servicing Agreement, the Master Servicer may amend such Servicing Agreement to effect such change to the Servicing Fee without the consent of the Certificateholders. The Master Servicer shall pay the costs of such enforcement monitoring the Servicers as required hereunder (including the costs associated with (i) termination of any Servicer or the Servicing AdministratorServicer, (ii) the appointment of a successor servicer or successor servicing administrator or (iii) the transfer to and assumption of of, the servicing or the servicing administration by the Master Servicer) at its own expense and shall shall, to the extent permitted by the related Servicing Agreement, seek reimbursement therefor initially from the terminated Servicer. In the event the full costs associated with the transition of servicing responsibilities to the Master Servicer are not paid for by the predecessor or successor Servicer (provided such successor Servicer is not the Master Servicer), the Master Servicer may be reimbursed therefor initially (i) by the terminated Servicer or terminated Servicing Administrator, as applicable, (ii) from a general recovery resulting from such enforcement only to the extent, if any, that such recovery exceeds all amounts due in respect Trust for out of the related Mortgage Loans, (iii) from a specific recovery of costs, expenses or attorney’s fees against the party against whom such enforcement is directed, or (iv) to the extent that such amounts described in (i)-(iii) above are not received pocket costs incurred by the Master Servicer within 30 days associated with any such transfer of the Master Servicer’s request for reimbursement therefor, servicing duties from the Trust Fund, as provided in Section 9.04. To the extent a Servicer to the Master Servicer recovers amounts described in or any other successor servicer. (i)-(iiic) above subsequent to its reimbursement from the Trust Fund pursuant to (iv) above, then the Master Servicer promptly will reimburse such amounts to the Trust Fund. If the Master Servicer assumes the servicing or servicing administration with respect to any of the Mortgage Loans, it will not assume liability for the representations and warranties of any Servicer or the Servicing Administrator being replaced it replaces or for the any errors or omissions of such Servicer or the Servicing AdministratorServicer. (cd) Upon any termination None of the rights and powers of any Servicer or the Servicing Administrator pursuant to the applicable Servicing Agreement, the Master Servicer shall promptly notify the TrusteeDepositor, the Securities Administrator nor the Trustee shall consent to the assignment by any Servicer of such Servicer’s rights and each Rating Agency through obligations under any Servicing Agreement without the Rule 17g-5 Information Provider, specifying in such notice that prior written consent of the Master Servicer or any successor servicer or successor servicing administrator, as the case may be, has succeeded the Servicer or the Servicing Administrator, as applicable, under the related Servicing AgreementServicer, which notice consent shall also specify the name and address of any such successor servicer or successor servicing administratornot be unreasonably withheld.

Duties of the Master Servicer; Enforcement of Servicer’s and Master Servicer’s Obligations. (a) The Master Servicer, on behalf of the Trustee and the Certificateholders shall, from and after the Closing Date, monitor the performance of the Servicers and Five Oaks under this Agreement and the related Servicing Administrator under the Servicing AgreementsAgreement, as applicable. In performing its obligations hereunder, the Master Servicer shall act in a manner consistent with Accepted Master Servicing Practices. Furthermore, the Master Servicer shall consult with each Servicer and the Servicing Administrator Five Oaks as necessary from time to time to carry out the Master Servicer’s obligations hereunder, shall receive and review all reports, information and other data provided to the Master Servicer by each Servicer and Five Oaks and shall enforce the obligation of each Servicer and the Servicing Administrator Five Oaks to duly and punctually to perform and observe the covenants, duties, obligations and conditions to be performed or observed by such Servicer or the Servicing Administrator Five Oaks under this Agreement or the related Servicing Agreement, as applicable. The Master Servicer shall independently and separately monitor each Servicer’s servicing activities and the activities of the Servicing Administrator with respect to each related Mortgage Loan in respect of the provisions of this Agreement or the applicable related Servicing Agreement, as applicable, reconcile the reports and other data provided to the Master Servicer pursuant to the previous sentence on a monthly basis based on the Mortgage Loan data provided to the Master Servicer by or on behalf of the Depositor on the Closing Date (upon which data the Master Servicer shall be entitled to rely and with respect to which the Master Servicer shall have no obligation to confirm or verify) and coordinate corrective adjustments to the records of each Servicer and the Master Servicer, and based on such reconciled and corrected information, the Master Servicer shall provide such information to the Securities Administrator as shall be necessary in order for it to prepare the statements specified in Section 4.02, and prepare any other information and statements required to be forwarded by the Master Servicer hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of each Servicer to the DistributionMaster Servicer Collection Distribution Account pursuant to this Agreement or the related Servicing Agreement. The Master Servicer shall, in accordance with each Servicing Agreement, oversee matters relating to the servicing of defaulted Mortgage Loans, including approving certain Mortgage Loan modifications, reviewing environmental reports related to foreclosed Mortgage Properties to determine whether to proceed with a foreclosure, approving certain actions relating to the management of REO Property and approving the release of the original borrower of a Mortgage Loan in connection with Mortgage Loan assumptions. The Master Servicer shall not approve any modification of a Mortgage Loan to extend the maturity date of such Mortgage Loan past the Latest Possible Maturity Date of the Certificatesas applicable. In its review of the activities of any Servicer and the Servicing Administratoror Five Oaks, the Master Servicer may rely upon an Officer’s Certificate of such Servicer or the Servicing Administrator Five Oaks, as applicable (or similar document signed by an officer of such Servicer or the Servicing AdministratorFive Oaks, as applicable), and with regard to each Servicer, such Servicer’s or the Servicing Administrator’s Assessment of Compliance and related Accountant’s Attestation or other accountants’ report provided to the Master Servicer pursuant to this Agreement or the related Servicing Agreement, as applicable, with regard to such Servicer’s or the Servicing Administrator’s compliance with the terms of its this Agreement or the related Servicing Agreement, as applicable. Subject to Section 9.08, the Master Servicer shall not be responsible or liable for the day-to-dayday-to-day servicing activities of any Servicer or Five Oaks or for any unlawful act or omission, breach, negligence, fraud, willful misconduct or bad faith of any ServicerServicer or Five Oaks. Upon the occurrence of an SPS Event of Default hereunder or event that, unless cured, would constitute grounds for termination of a Servicer PHH or Shellpoint Mortgage Servicing under the related Servicing Agreement, the Master Servicer shall promptly notify the Trustee and the Depositor thereof, and shall specify in such notice the action, if any, the Master Servicer is taking in respect of such default. So long as any such event of default shall be continuing, the Master Servicer may, and shall, if it determines such action to be in the best interests of Certificateholders, (i) terminate all of the rights and powers of such Servicer pursuant to the applicable provisions of this Agreement or the related Servicing Agreement, as applicable; (ii) exercise any rights it may have to enforce this Agreement against SPS or the related Servicing Agreement against such the related Servicer; and/or (iii) waive any such default under this Agreement or the related Servicing Agreement Agreement, as applicable, or take any other action with respect to such default as is permitted hereunder or thereunder. Notwithstanding the immediately preceding sentence, if the event of default is the failure of a Servicer or the Servicing Administrator to remit any payment required to be made under the terms of this Agreement or the applicable related Servicing Agreement, as applicable, and such failure continues unremedied for the duration of the applicable grace period, then the Master Servicer shall terminate all of the rights and powers of such Servicer pursuant to the applicable provisions of this Agreement or the related Servicing Administrator Agreement, as applicable, unless any waiver described under Section 6.16 shall have been obtained. If an event of default relating to Five Oak’s failure to remit any payment required to be made to PHH or Shellpoint Mortgage Servicing with respect to the Five Oaks MSR Mortgage Loans under the terms of the related Servicing Agreement occurs and such failure continues unremedied for the duration of the applicable grace period, then the Master Servicer shall terminate all of the rights and powers of Five Oaks pursuant to the applicable provisions of the related Servicing Agreement, unless any waiver described under Section 6.16 shall have been obtained; provided that, upon the occurrence of such an event of default by the Servicing Administrator, the Master Servicer may, at its option, terminate all of the rights and powers of Cenlar FSB pursuant to the Cenlar FSB Servicing Agreement unless such a waiver has been obtained. (b) Upon any termination by the Master Servicer of the rights and powers of a Servicer or the Servicing Administrator Five Oaks pursuant to this Agreement or the related Servicing Agreement, as applicable, the rights and powers of the such Servicer or the Servicing Administrator Five Oaks, as applicable, with respect to the related Mortgage Loans shall vest in the Master Servicer and the Master Servicer shall be the successor in all respects to such Servicer or Five Oaks as owner of the Servicing Administrator in its capacity servicing rights for the Five Oaks MSR Mortgage Loans, as Servicer or Servicing Administrator applicable, with respect to such Mortgage Loans under this Agreement or the related Servicing Agreement, as applicable, unless or until the Master Servicer shall have appointedappointed a successor servicer, with the consent of the Trustee, such consent not to be unreasonably withheldwithheld (or in the case of a termination of Shellpoint Mortgage Servicing or PHH with respect to the Five Oaks MSR Mortgage Loans, Five Oaks may appoint a successor to such Servicer with the Servicer or consent of the Servicing AdministratorMaster Servicer, such consent not to be unreasonably withheld); provided further that, with respect to the appointment of a successor servicer, in accordance with under this Agreement or the applicable provisions of the related Servicing Agreement, such successor servicer shall be (i) a Xxxxxx Xxx- Fxxxxx Mxx- or Xxxxxxx Fxxxxxx Mac-approved Person that is a member in good standing of MERSMERS and (ii) have a net worth of at least $15,000,000; provided, further, that no Trustee or Master Servicer consent shall be required if the successor servicer or successor servicing administrator is a Person that was a Servicer on the Closing Date; provided, further, that it is understood and agreed by the parties hereto that there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to a successor servicer or a successor servicing administrator (including the Master Servicer). In the event that the Master Servicer terminates Five Oaks, the ownership of the servicing rights with respect to the related Mortgage Loans shall transfer to the Master Servicer on behalf of the Trust and the Master Servicer is authorized hereunder to transfer such servicing rights to any successor it appoints. Upon appointment of a successor servicer or successor servicing administratorservicer, as authorized under this Section 9.01(b), unless the successor servicer or successor servicing administrator shall have assumed the obligations of the terminated Servicer under this Agreement or the terminated related Servicing AdministratorAgreement, as applicable, under such Servicing Agreement, the Master Servicer, the Trustee and such successor servicer (and Five Oaks in the case of the Five Oaks MSR Mortgage Loans) shall enter into a servicing agreement in a form substantially similar to the servicing provisions of this Agreement or the affected Servicing Agreement or into an agreement with such successor servicing administrator Agreement, as applicable, in a form mutually agreed upon by the parties thereto. In connection with any such appointment, the Master Servicer or Five Oaks, as applicable, may make such arrangements for the compensation of such successor servicer or successor servicing administrator as it and such successor shall agree. The Master Servicer in its sole discretion shall have the right to agree to compensation of a successor servicer that is in excess of that permitted to a such Servicer under this Agreement or the related Servicing Agreements Agreement, as applicable, if such increase is, in its good faith and judgment, necessary or advisable to engage a successor servicer. Notwithstanding anything herein to the contrary, in no event shall the Master Servicer be liable for any Servicing Fee or for any differential between the amount of the Servicing Fee paid to the original servicer and the amount necessary to induce any successor servicer to act as successor servicer hereunder. To the extent the successor servicer assumes the obligations of the terminated Servicer under this Agreement or the applicable related Servicing Agreement, as applicable, the Master Servicer may amend such this Agreement or the related Servicing Agreement Agreement, as applicable, to effect such change to the Servicing Fee without the consent of the Certificateholders. The Master Servicer shall pay the costs of such enforcement (including the termination of any Servicer or the Servicing AdministratorFive Oaks, the appointment of a successor servicer or successor servicing administrator or the transfer and assumption of the servicing or the servicing administration by the Master Servicer) at its own expense and shall be reimbursed therefor initially (i) by the terminated Servicer or terminated Servicing AdministratorFive Oaks, as applicable, (ii) from a general recovery resulting from such enforcement only to the extent, if any, that such recovery exceeds all amounts due in respect of the related Mortgage Loans, (iii) from a specific recovery of costs, expenses or attorney’s fees against the party against whom such enforcement is directed, or (iv) to the extent that such amounts described in (i)-(iii) above are not received by the Master Servicer within 30 days of the Master Servicer’s 's request for reimbursement therefor, from the Trust Fund, as provided in Section 9.04. To the extent the Master Servicer recovers amounts described in (i)-(iii) above subsequent to its reimbursement from the Trust Fund pursuant to (iv) above, then the Master Servicer promptly will reimburse such amounts to the Trust Fund. If the Master Servicer assumes the servicing or servicing administration with respect to any of the Mortgage Loans, it will not assume liability for the representations and warranties of any Servicer or the Servicing Administrator Five Oaks being replaced or for the errors or omissions of such Servicer or the Servicing AdministratorFive Oaks. (c) Upon any termination of the rights and powers of any Servicer or the Servicing Administrator Five Oaks pursuant to this Agreement or the applicable related Servicing Agreement, as applicable, the Master Servicer shall promptly notify the Trustee, the Securities Administrator and each Rating Agency through the Rule 17g-5 Information Provider, specifying in such notice that the Master Servicer or any successor servicer or successor servicing administratorservicer, as the case may be, has succeeded the Servicer under this Agreement or the related Servicing Administrator, as applicable, Agreement or has succeeded Five Oaks under the related Servicing Agreement, as applicable, which notice shall also specify the name and address of any such successor servicer or successor owner of the servicing administratorrights, as applicable.

Duties of the Master Servicer; Enforcement of Servicer’s and Master Servicer’s Obligations. (a) The Master Servicer, on behalf of the Trustee Indenture Trustee, the Depositor and the Certificateholders shall, from and after the Closing Date, Securityholders shall monitor the performance of the Servicers and the Servicing Administrator under the Purchase and Servicing Agreements. In performing its obligations hereunder, the Master Servicer shall act in a manner consistent with Accepted Master Servicing Practices. Furthermore, the Master Servicer shall consult with each Servicer and the Servicing Administrator as necessary from time to time to carry out the Master Servicer’s obligations hereunder, shall receive and review all reports, information and other data provided to the Master Servicer by each Servicer and shall use its reasonable good faith efforts to enforce the obligation obligations of each Servicer and the Servicing Administrator Servicers to duly and punctually to perform all of their respective duties and observe the covenants, duties, obligations and conditions to be performed or observed by such Servicer or the Servicing Administrator under the related Servicing Agreement. The Master Servicer shall independently and separately monitor each Servicer’s servicing activities and the activities of the Servicing Administrator with respect to each related Mortgage Loan in respect of the provisions of the applicable Servicing Agreement, reconcile the reports and other data provided to the Master Servicer pursuant to the previous sentence on a monthly basis based on the Mortgage Loan data provided to the Master Servicer by or on behalf of the Depositor on the Closing Date (upon which data the Master Servicer shall be entitled to rely and with respect to which the Master Servicer shall have no obligation to confirm or verify) and coordinate corrective adjustments to the records of each Servicer and the Master Servicer, and based on such reconciled and corrected information, the Master Servicer shall provide such information to the Securities Administrator as shall be necessary in order for it to prepare the statements specified in Section 4.02, and prepare any other information and statements required to be forwarded by the Master Servicer hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of each Servicer to the DistributionMaster Servicer Collection Account pursuant to the related Servicing Agreement. The Master Servicer shall, in accordance with each Servicing Agreement, oversee matters relating to the servicing of defaulted Mortgage Loans, including approving certain Mortgage Loan modifications, reviewing environmental reports related to foreclosed Mortgage Properties to determine whether to proceed with a foreclosure, approving certain actions relating to the management of REO Property and approving the release of the original borrower of a Mortgage Loan in connection with Mortgage Loan assumptions. The Master Servicer shall not approve any modification of a Mortgage Loan to extend the maturity date of such Mortgage Loan past the Latest Possible Maturity Date of the Certificates. In its review of the activities of any Servicer and the Servicing Administrator, the Master Servicer may rely upon an Officer’s Certificate of such Servicer or the Servicing Administrator (or similar document signed by an officer of such Servicer or the Servicing Administrator), and such Servicer’s or the Servicing Administrator’s Assessment of Compliance and related Accountant’s Attestation or other accountants’ report provided to the Master Servicer pursuant to the related Servicing Agreement, with regard to such Servicer’s or the Servicing Administrator’s compliance with the terms of its Servicing Agreement. Subject to Section 9.08, the Master Servicer shall not be responsible or liable for the day-to-dayday-to-day servicing activities of any Servicer or for any unlawful act or omission, breach, negligence, fraud, willful misconduct or bad faith of any Servicerthereunder. Upon the occurrence of a default of which an event that, unless cured, would constitute grounds for termination Authorized Officer of the Master Servicer has actual knowledge under a Servicer under the related Purchase and Servicing Agreement, the Master Servicer shall promptly notify the Indenture Trustee and the Depositor thereof, and shall specify in such notice the action, if any, the Master Servicer is taking in respect of such default. So long as any such event of default shall be continuing, the Master Servicer may, and shall, shall if it determines such action to be in the best interests of CertificateholdersSecurityholders, (i) terminate all of the rights and powers of such Servicer pursuant to the applicable provisions of the related Purchase and Servicing Agreement; (ii) exercise any rights it may have to enforce the related Purchase and Servicing Agreement against such Servicer; and/or (iii) waive any such default under the related Purchase and Servicing Agreement or take any other action with respect to such default as is permitted thereunder. Notwithstanding the immediately preceding sentence, if the event of default is the failure of a Servicer or the Servicing Administrator to remit any payment required to be made under the terms of the applicable Servicing Agreement, and such failure continues unremedied for the duration of the applicable grace period, then the The Master Servicer shall terminate all of the rights and powers of such not permit a successor Servicer or the Servicing Administrator pursuant to perform any servicing responsibilities hereunder with respect to the applicable provisions Mortgage Loans unless that Servicer first agrees in writing to deliver an Assessment of the related Servicing Agreement, unless any waiver described under Section 6.16 shall have been obtained; provided that, upon the occurrence of Compliance and an Accountant’s Attestation in such an event of default by the Servicing Administrator, the manner and at such times that permits that Master Servicer may, at its option, terminate all of to comply with the rights and powers of Cenlar FSB pursuant to the Cenlar FSB Servicing Agreement unless such a waiver has been obtainedprovisions hereof. (b) Upon any termination by the Master Servicer of the a Servicer’s rights and powers of a Servicer or the Servicing Administrator pursuant to the related its Purchase and Servicing Agreement, the rights and powers of the such Servicer or the Servicing Administrator with respect to the related Mortgage Loans shall vest in the Master Servicer and the Master Servicer shall be the successor in all respects to such Servicer or the Servicing Administrator in its capacity as Servicer or Servicing Administrator with respect to such Mortgage Loans under the related Purchase and Servicing Agreement, unless or until the Master Servicer shall have appointed, with the consent of the TrusteeIndenture Trustee and the Rating Agencies, such consent not to be unreasonably withheld, a successor to the Servicer or the Servicing Administrator; provided that, with respect to the appointment of a successor servicer, and in accordance with the applicable provisions of the related Purchase and Servicing Agreement, such successor servicer shall be a new Xxxxxx Xxx- or Xxxxxxx MacFHLMC-approved Person that is a member in good standing of MERSto serve as successor to the Servicer; provided, further, that no Trustee consent shall be required if the successor servicer or successor servicing administrator is a Person that was a Servicer on the Closing Date; provided, furtherhowever, that it is understood and agreed by the parties hereto that there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to a successor servicer or a successor servicing administrator (including the Master Servicer). With such consent, the Master Servicer may elect to continue to serve as successor servicer under the Purchase and Servicing Agreement. Upon appointment of a successor servicer or successor servicing administratorservicer, as authorized under this Section 9.01(b4.01(b), unless the successor servicer or successor servicing administrator shall have assumed the obligations of the terminated Servicer or the terminated Servicing Administrator, as applicable, under such Purchase and Servicing Agreement, the Master Servicer, the Indenture Trustee and such successor servicer shall enter into a servicing agreement in a form substantially similar to the affected Purchase and Servicing Agreement or into an agreement with such successor servicing administrator in a form mutually agreed upon by the parties theretoAgreement. In connection with any such appointment, the Master Servicer may make such arrangements for the compensation of such successor servicer or successor servicing administrator as it and such successor servicer shall agree. The Master Servicer , but in its sole discretion no event shall have the right to agree to such compensation of a any successor servicer (including the Master Servicer) be in excess of that permitted payable to a the Servicer under the Servicing Agreements if such increase is, in its good faith affected Purchase and judgment, necessary or advisable to engage a successor servicer. Notwithstanding anything herein to the contrary, in no event shall the Master Servicer be liable for any Servicing Fee or for any differential between the amount of the Servicing Fee paid to the original servicer and the amount necessary to induce any successor servicer to act as successor servicer hereunder. To the extent the successor servicer assumes the obligations of the terminated Servicer under the applicable Servicing Agreement, the Master Servicer may amend such Servicing Agreement to effect such change to the Servicing Fee without the consent of the Certificateholders. . (1) The Master Servicer shall pay the costs of such enforcement (including the termination of any Servicer or the Servicing Administratora Servicer, the appointment of a successor servicer or successor servicing administrator or the transfer and assumption of the servicing or the servicing administration by the Master Servicer) Servicer at its own expense and shall be reimbursed therefor initially (i) by the terminated Servicer or terminated Servicing Administrator, as applicableServicer, (ii) from a general recovery resulting from such enforcement only to the extent, if any, that such recovery exceeds all amounts due in respect of the related Mortgage Loans, (iii) from a specific recovery of costs, expenses or attorney’s fees against the party against whom such enforcement is directed, or (iv) to the extent that such amounts described in (i)-(iii) above are not received by insufficient to reimburse the Master Servicer within 30 days or the Indenture Trustee, as applicable, for such costs of the Master Servicer’s request for reimbursement thereforenforcement, from the Trust Fund, as provided in Section 9.04. To the extent the Master Servicer recovers amounts described in 4.04. (i)-(iii2) above subsequent to its reimbursement from the Trust Fund pursuant to (iv) above, then the Master Servicer promptly will reimburse such amounts to the Trust Fund. If the Master Servicer assumes the servicing or servicing administration with respect to any of the Mortgage Loans, it will not assume liability for the representations and warranties of any Servicer or the Servicing Administrator being replaced it replaces or for the errors or omissions of such Servicer or the Servicing AdministratorServicer. (c) Upon any termination of the a Servicer’s rights and powers of any Servicer or the Servicing Administrator pursuant to the applicable its Purchase and Servicing Agreement, the Master Servicer or the Indenture Trustee, as applicable, shall promptly notify the Trustee, Indenture Trustee and the Securities Administrator and each Rating Agency through the Rule 17g-5 Information ProviderAgencies, specifying in such notice that the Master Servicer or any successor servicer or successor servicing administratorservicer, as the case may be, has succeeded the such Servicer or the Servicing Administrator, as applicable, under the related Purchase and Servicing Agreement, which notice shall also specify the name and address of any such successor servicer servicer. (d) Neither the Depositor nor the Indenture Trustee shall consent to the assignment by any Servicer of such Servicer’s rights and obligations under the related Purchase and Servicing Agreement without the prior written consent of the Master Servicer, which consent shall not be unreasonably withheld or successor servicing administratordelayed.

Duties of the Master Servicer; Enforcement of Servicer’s and Master Servicer’s Obligations. (a) The Master Servicer, on behalf of the Trustee Trustee, the Securities Administrator, the Depositor and the Certificateholders shallCertificateholders, from and after the Closing Date, shall monitor the performance of the Servicers and the Servicing Administrator under the Servicing Agreements. In performing , and (except as set forth below) shall use its obligations hereunder, reasonable good faith efforts to cause the Master Servicer shall act in a manner consistent with Accepted Master Servicing Practices. Furthermore, the Master Servicer shall consult with each Servicer and the Servicing Administrator as necessary from time Servicers to time to carry out the Master Servicer’s obligations hereunder, shall receive and review all reports, information and other data provided to the Master Servicer by each Servicer and shall enforce the obligation of each Servicer and the Servicing Administrator duly and punctually to perform their duties and observe the covenants, duties, obligations and conditions to be performed or observed by such Servicer or the Servicing Administrator under the related Servicing Agreement. The Master Servicer shall independently and separately monitor each Servicer’s servicing activities and the activities of the Servicing Administrator with respect to each related Mortgage Loan in respect of the provisions of the applicable Servicing Agreement, reconcile the reports and other data provided to the Master Servicer pursuant to the previous sentence on a monthly basis based on the Mortgage Loan data provided to the Master Servicer by or on behalf of the Depositor on the Closing Date (upon which data the Master Servicer shall be entitled to rely and with respect to which the Master Servicer shall have no obligation to confirm or verify) and coordinate corrective adjustments to the records of each Servicer and the Master Servicer, and based on such reconciled and corrected information, the Master Servicer shall provide such information to the Securities Administrator as shall be necessary in order for it to prepare the statements specified in Section 4.02, and prepare any other information and statements required to be forwarded by the Master Servicer hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of each Servicer to the DistributionMaster Servicer Collection Account pursuant to the related Servicing Agreement. The Master Servicer shall, in accordance with each Servicing Agreement, oversee matters relating to the servicing of defaulted Mortgage Loans, including approving certain Mortgage Loan modifications, reviewing environmental reports related to foreclosed Mortgage Properties to determine whether to proceed with a foreclosure, approving certain actions relating to the management of REO Property and approving the release of the original borrower of a Mortgage Loan in connection with Mortgage Loan assumptions. The Master Servicer shall not approve any modification of a Mortgage Loan to extend the maturity date of such Mortgage Loan past the Latest Possible Maturity Date of the Certificates. In its review of the activities of any Servicer and the Servicing Administrator, the Master Servicer may rely upon an Officer’s Certificate of such Servicer or the Servicing Administrator (or similar document signed by an officer of such Servicer or the Servicing Administrator), and such Servicer’s or the Servicing Administrator’s Assessment of Compliance and related Accountant’s Attestation or other accountants’ report provided to the Master Servicer pursuant to the related Servicing Agreement, with regard to such Servicer’s or the Servicing Administrator’s compliance with the terms of its Servicing Agreement. Subject to Section 9.08, the Master Servicer shall not be responsible or liable for the day-to-dayday-to-day servicing activities of any Servicer or for any unlawful act or omission, breach, negligence, fraud, willful misconduct or bad faith of any Servicerthereunder. Upon the occurrence of an event that, unless cured, would constitute grounds for termination of a Servicer Event of Default of which a Responsible Officer of the Master Servicer has actual knowledge under the related a Servicing Agreement, the Master Servicer shall promptly notify the Securities Administrator and Trustee and the Depositor thereof, and shall specify in such notice the action, if any, the Master Servicer is taking plans to take in respect of such default. So long as any such event of default shall be continuing, the Master Servicer may, and shall, if it determines such action to be in the best interests of Certificateholders, may (i) terminate all of the rights and powers of such Servicer pursuant to the applicable provisions of the Servicing Agreement; (ii) exercise any rights it may have to enforce the Servicing Agreement against such Servicer; and/or (iii) waive any such default under the Servicing Agreement in accordance with Section 7.01 hereof or (iv) take any other action with respect to such default as is permitted thereunder. Notwithstanding the immediately preceding sentenceExcept as set forth in Section 4.06 hereof, if the event of default is the failure of a Servicer or the Servicing Administrator to remit any payment required to be made under the terms of the applicable Servicing Agreement, and such failure continues unremedied for the duration of the applicable grace period, then the Master Servicer shall terminate all have no duty to supervise any Servicer’s activities related to the servicing or administration of the rights and powers of such Servicer defaulted or delinquent Mortgage Loans or the Servicing Administrator pursuant to the applicable provisions management and disposition of the related Servicing Agreement, unless any waiver described under Section 6.16 shall have been obtained; provided that, upon the occurrence of such an event of default by the Servicing Administrator, the Master Servicer may, at its option, terminate all of the rights and powers of Cenlar FSB pursuant to the Cenlar FSB Servicing Agreement unless such a waiver has been obtainedREO Properties. (b) Upon any termination by the Master Servicer of the rights and powers of a Servicer or the Servicing Administrator pursuant to the related Servicing Agreement, the rights and powers of the Servicer or the Servicing Administrator with respect to the related Mortgage Loans shall vest in the Master Servicer and the Master Servicer shall be the successor in all respects to such Servicer or the Servicing Administrator in its capacity as Servicer or Servicing Administrator with respect to such Mortgage Loans under the related Servicing Agreement, unless or until the Master Servicer shall have appointed, with the consent of the Trustee, such consent not to be unreasonably withheld, a successor to the Servicer or the Servicing Administrator; provided that, with respect to the appointment of a successor servicer, in accordance with the applicable provisions of the related Servicing Agreement, such successor servicer shall be a Xxxxxx Xxx- or Xxxxxxx Mac-approved Person that is a member in good standing of MERS; provided, further, that no Trustee consent shall be required if the successor servicer or successor servicing administrator is a Person that was a Servicer on the Closing Date; provided, further, that it is understood and agreed by the parties hereto that there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to a successor servicer or a successor servicing administrator (including the Master Servicer). Upon appointment of a successor servicer or successor servicing administrator, as authorized under this Section 9.01(b), unless the successor servicer or successor servicing administrator shall have assumed the obligations of the terminated Servicer or the terminated Servicing Administrator, as applicable, under such Servicing Agreement, the Master Servicer, the Trustee and such successor servicer shall enter into a servicing agreement in a form substantially similar to the affected Servicing Agreement or into an agreement with such successor servicing administrator in a form mutually agreed upon by the parties thereto. In connection with any such appointment, the Master Servicer may make such arrangements for the compensation of such successor servicer or successor servicing administrator as it and such successor shall agree. The Master Servicer in its sole discretion shall have the right to agree to compensation of a successor servicer in excess of that permitted to a Servicer under the Servicing Agreements if such increase is, in its good faith and judgment, necessary or advisable to engage a successor servicer. Notwithstanding anything herein to the contrary, in no event shall the Master Servicer be liable for any Servicing Fee or for any differential between the amount of the Servicing Fee paid to the original servicer and the amount necessary to induce any successor servicer to act as successor servicer hereunder. To the extent the successor servicer assumes the obligations of the terminated Servicer under the applicable Servicing Agreement, the Master Servicer may amend such Servicing Agreement to effect such change to the Servicing Fee without the consent of the Certificateholders. The Master Servicer shall pay the costs of such enforcement monitoring the Servicers as required hereunder (including the costs associated with (i) termination of any Servicer or the Servicing Administrator, (ii) the appointment of a successor servicer and shall, to the extent permitted by the related Servicing Agreement, seek reimbursement therefor initially from the terminated Servicer. In the event the full costs associated with the transition of servicing responsibilities to the Master Servicer are not paid for by the predecessor Servicer or successor servicing administrator or the transfer and assumption of the servicing or the servicing administration by servicer (provided that such successor Servicer is not the Master Servicer) at its own expense and shall ), the Master Servicer may be reimbursed therefor initially (i) by the terminated Servicer or terminated Servicing Administrator, as applicable, (ii) from a general recovery resulting from such enforcement only to the extent, if any, that such recovery exceeds all amounts due in respect Trust for out of the related Mortgage Loans, (iii) from a specific recovery of costs, expenses or attorney’s fees against the party against whom such enforcement is directed, or (iv) to the extent that such amounts described in (i)-(iii) above are not received pocket costs incurred by the Master Servicer within 30 days associated with any such transfer of the Master Servicer’s request for reimbursement therefor, servicing duties from the Trust Fund, as provided in Section 9.04. To the extent the Master a Servicer recovers amounts described in (i)-(iii) above subsequent to its reimbursement from the Trust Fund pursuant to (iv) above, then the Master Servicer promptly will reimburse such amounts to the Trust Fund. If the Master Servicer assumes the servicing or servicing administration with respect to any of the Mortgage Loans, it will not assume liability for the representations and warranties of any Servicer or the Servicing Administrator being replaced or for the errors or omissions of such Servicer or the Servicing Administratorother successor servicer. (c) Upon any termination None of the Depositor, the Securities Administrator nor the Trustee shall consent to the assignment by any Servicer of such Servicer’s rights and powers obligations under the related Servicing Agreement without the prior written consent of the Master Servicer, which consent shall not be unreasonably withheld. (d) The Master Servicer shall not assume liability for any Servicer Servicer’s representations and warranties if it becomes a successor servicer. (e) On or before March 15 of each year, commencing in March 2008, the Master Servicer, at its own expense, shall furnish, and shall cause any Servicing Function Participant engaged by it to furnish, each at its own expense, to the Securities Administrator and the Depositor, an assessment of compliance with the Relevant Servicing Criteria that contains (i) a statement by such party of its responsibility for assessing compliance with the Servicing Administrator Criteria, (ii) a statement that such party used the Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (iii) such party’s assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 3.02(e), including, if there has been any material instance of noncompliance with the applicable Relevant Servicing AgreementCriteria, a discussion of each such failure and the nature and status thereof, and (iv) a statement that a registered public accounting firm has issued an attestation report on such party’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. No later than the end of each fiscal year for the Trust for which a 10-K is required to be filed, the Master Servicer shall promptly notify forward to the TrusteeSecurities Administrator the name of each Servicing Function Participant engaged by it and what Relevant Servicing Criteria will be addressed in the report on assessment of compliance prepared by such Servicing Function Participant. When the Master Servicer and the Trustee (or any Servicing Function Participant engaged by them) submits its assessment to the Securities Administrator, such parties will also at such time include the assessment and attestation pursuant to Section 8.01(f) and 11.01(d) of each Servicing Function Participant engaged by it. Promptly after receipt of each such report on assessment of compliance, (i) the Depositor shall review each such report and, if applicable, consult with the Master Servicer, the Securities Administrator and any Servicing Function Participant engaged by such parties as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by each Rating Agency through such party, and (ii) the Rule 17g-5 Information ProviderSecurities Administrator shall confirm that the assessments, specifying taken as a whole, address all of the Servicing Criteria and, taken individually, address the Relevant Servicing Criteria for each party as set forth on Exhibit J and on any similar exhibit set forth in each Servicing Agreement and each Custody Agreement in respect of the applicable Servicer or Custodian and notify the Depositor of any exceptions. None of such parties shall be required to deliver any such assessments until April 15 in any given year so long as such party has received written confirmation from the Depositor that a Form 10-K is not required to be filed in respect of the Trust for the preceding calendar year. The Master Servicer shall enforce any obligation of a Servicer (and the applicable Servicing Agreement will provide that each Servicer shall enforce any obligations of an Additional Servicer engaged by such Servicer), to the extent set forth in the related Servicing Agreement (or, in the case of an Additional Servicer, such applicable agreement), to deliver to the Master Servicer an annual report on assessment of compliance within the time frame set forth in, and in such notice that form and substance as may be required pursuant to, the related Servicing Agreement (or, in the case of an Additional Servicer, such applicable agreement). The Master Servicer shall include such annual report on assessment of compliance with its own assessment of compliance to be submitted to the Securities Administrator pursuant to this Section 8.01. (f) On or before March 15 of each calendar year, commencing in March 2008, the Master Servicer, at its own expense, shall cause, and shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer or any successor servicer or successor servicing administratorsuch other Servicing Function Participants, as the case may be) that is a member of the American Institute of Certified Public Accountants to furnish a report to the Securities Administrator and the Depositor (and, in the case of any other Servicing Function Participant, the Master Servicer) to the effect that (i) it has succeeded obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. Promptly after receipt of such report from the Master Servicer or any Servicing Function Participant engaged by the Master Servicer, (i) the Depositor shall review the report and, if applicable, consult with such parties as to the nature of any defaults by such parties, in the fulfillment of any of each such party’s obligations hereunder or under any other applicable agreement, and (ii) the Securities Administrator shall confirm that each assessment submitted pursuant to Section 8.01(e) and Section 11.01(c) is coupled with an attestation meeting the requirements of this Section and shall notify the Depositor of any exceptions. Neither the Master Servicer nor any Servicing AdministratorFunction Participant engaged by the Master Servicer shall be required to deliver or cause the delivery of such reports until April 15 in any given year so long as it has received written confirmation from the Depositor that a 10-K is not required to be filed in respect of the Trust for the preceding fiscal year. The Master Servicer shall enforce any obligation of a Servicer (and the applicable Servicing Agreement will provide that each Servicer shall enforce any obligations of an Additional Servicer engaged by such Servicer), to the extent set forth in the related Servicing Agreement (or, in the case of an Additional Servicer, such applicable agreement), to deliver to the Master Servicer an attestation within the time frame set forth in, and in such form and substance as may be required pursuant to, the related Servicing Agreement (or, in the case of an Additional Servicer, such applicable agreement). The Master Servicer shall include such annual report on assessment of compliance with its own assessment of compliance to be submitted to the Securities Administrator pursuant to this Section 8.01. (g) The Master Servicer shall give prior written notice to the Depositor of the appointment of any Subcontractor by it and a written description (in form and substance satisfactory to the Depositor) of the role and function of each Subcontractor utilized by the Master Servicer, specifying (i) the identity of each such Subcontractor and (ii) which elements of the servicing criteria set forth under Item 1122(d) of Regulation AB will be addressed in assessments of compliance provided by each such Subcontractor. (h) The Master Servicer shall notify the Depositor and the Sponsor within five days of its gaining knowledge thereof (i) of any legal proceedings pending against the Master Servicer of the type described in Item 1117 (§ 229.1117) of Regulation AB, (ii) of any merger, consolidation or sale of substantially all of the assets of the Master Servicer and (iii) if the Master Servicer shall become (but only to the extent not previously disclosed) at any time an affiliate of any of the Depositor, any Servicer, any Originator contemplated by Item 1110 (§ 229.1110) of Regulation AB, any significant obligor contemplated by Item 1112 (§ 229.1112) of Regulation AB, any enhancement or support provider contemplated by Items 1114 or 1115 (§§ 229.1114-1115) of Regulation AB or any successor thereto or any other material party to the Trust Fund contemplated by Item 1100(d)(1) (§ 229.1100(d)(1)) of Regulation AB, as applicable, under and identified as such to the related Servicing Agreement, which notice shall also specify the name and address of any such successor servicer or successor servicing administratorMaster Servicer.