Common use of Master Servicer to Act as Servicer Clause in Contracts

Master Servicer to Act as Servicer. The Master Servicer shall service and administer the Mortgage Loans on behalf of the Trustee and in the best interests of and for the benefit of the Certificateholders (as determined by the Master Servicer in its reasonable judgment) in accordance with the terms of this Agreement and the Mortgage Loans and, to the extent consistent with such terms, in the same manner in which it services and administers similar mortgage loans for its own portfolio, giving due consideration to customary and usual standards of practice of mortgage lenders and loan servicers administering similar mortgage loans but without regard to: (i) any relationship that the Master Servicer, any Sub-Servicer or any Affiliate of the Master Servicer or any Sub-Servicer may have with the related Mortgagor; (ii) the ownership or non-ownership of any Certificate by the Master Servicer or any Affiliate of the Master Servicer; (iii) the Master Servicer's obligation to make Advances or Servicing Advances; or (iv) the Master Servicer's or any Sub-Servicer's right to receive compensation for its services hereunder or with respect to any particular transaction. To the extent consistent with the foregoing, the Master Servicer shall seek to maximize the timely and complete recovery of principal and interest on the Mortgage Notes. Subject only to the above-described servicing standards and the terms of this Agreement and of the Mortgage Loans, the Master Servicer shall have full power and authority, acting alone or through Sub-Servicers as provided in Section 3.02, to do or cause to be done any and all things in connection with such servicing and administration which it may deem necessary or desirable. Without limiting the generality of the foregoing, the Master Servicer in its own name or in the name of a Sub-Servicer is hereby authorized and empowered by the Trustee, when the Master Servicer believes it appropriate in its best judgment in accordance with the servicing standards set forth above, to execute and deliver, on behalf of the Certificateholders and the Trustee, and upon notice to the Trustee, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans and the Mortgaged Properties and to institute foreclosure proceedings or obtain a deed-in-lieu of foreclosure so as to convert the ownership of such properties, and to hold or cause to be held title to such properties, on behalf of the Trustee and Certificateholders. The Master Servicer shall service and administer the Mortgage Loans in accordance with applicable state and federal law and shall provide to the Mortgagors any reports required to be provided to them thereby. The Master Servicer shall also comply in the performance of this Agreement with all reasonable rules and requirements of each insurer under any standard hazard insurance policy. Subject to Section 3.17, the Trustee shall execute, at the written request of the Master Servicer, and furnish to the Master Servicer and any Sub-Servicer any special or limited powers of attorney and other documents necessary or appropriate to enable the Master Servicer or any Sub-Servicer to carry out their servicing and administrative duties hereunder; provided, however, such limited powers of attorney or other documents shall be prepared by the Master Servicer and submitted to the Trustee for execution. The Trustee shall not be liable for the actions of the Master Servicer or any Sub-Servicers under such powers of attorney. Subject to Section 3.09 hereof, in accordance with the standards of the preceding paragraph, the Master Servicer shall advance or cause to be advanced funds as necessary for the purpose of effecting the timely payment of taxes and assessments on the Mortgaged Properties, which advances shall be Servicing Advances reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.09, and further as provided in Section 3.11. Any cost incurred by the Master Servicer or by Sub-Servicers in effecting the timely payment of taxes and assessments on a Mortgaged Property shall not, for the purpose of calculating distributions to Certificateholders, be added to the unpaid Principal Balance of the related Mortgage Loan, notwithstanding that the terms of such Mortgage Loan so permit. Notwithstanding anything in this Agreement to the contrary, the Master Servicer may not make any future advances with respect to a Mortgage Loan and the Master Servicer shall not (i) permit any modification with respect to any Mortgage Loan that would change the Mortgage Rate, reduce or increase the Principal Balance (except for reductions resulting from actual payments of principal) or change the final maturity date on such Mortgage Loan (unless, as provided in Section 3.07, the Mortgagor is in default with respect to the Mortgage Loan or such default is, in the judgment of the Master Servicer, reasonably foreseeable) or (ii) permit any modification, waiver or amendment of any term of any Mortgage Loan that would both (A) effect an exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or Treasury regulations promulgated thereunder) and (B) cause the REMIC to fail to qualify as a REMIC under the Code or the imposition of any tax on "prohibited transactions" or "contributions after the startup date" under the REMIC Provisions. The Master Servicer may delegate its responsibilities under this Agreement; provided, however, that no such delegation shall release the Master Servicer from the responsibilities or liabilities arising under this Agreement.

Master Servicer to Act as Servicer. The Master Servicer shall service and administer the Mortgage Loans on behalf of the Trustee and in the best interests of and for the benefit of the Certificateholders and the Certificate Insurer (as determined by the Master Servicer in its reasonable judgment) in accordance with the terms of this Agreement and the Mortgage Loans and, to the extent consistent with such terms, in the same manner in which it services and administers similar mortgage loans for its own portfolio, giving due consideration to customary and usual standards of practice of mortgage lenders and loan servicers administering similar mortgage loans but without regard to: (i) any relationship that the Master Servicer, any Sub-Servicer or any Affiliate of the Master Servicer or any Sub-Servicer may have with the related Mortgagor; (ii) the ownership or non-ownership of any Certificate by the Master Servicer or any Affiliate of the Master Servicer; (iii) the Master Servicer's obligation to make Advances or Servicing Advances; or (iv) the Master Servicer's, the Special Servicer's or any Sub-Servicer's right to receive compensation for its services hereunder or with respect to any particular transaction. To the extent consistent with the foregoing, the Master Servicer shall seek to maximize the timely and complete recovery of principal and interest on the Mortgage Notes. Subject only to the above-described servicing standards and the terms of this Agreement and of the Mortgage Loans, the Master Servicer shall have full power and authority, acting alone or through Sub-Servicers as provided in Section 3.02, to do or cause to be done any and all things in connection with such servicing and administration which it may deem necessary or desirable. Without limiting the generality of the foregoing, the Master Servicer in its own name or in the name of a Sub-Servicer is hereby authorized and empowered by the Trustee, Trustee when the Master Servicer believes it appropriate in its best judgment in accordance with the servicing standards set forth above, to execute and deliver, on behalf of the Certificateholders and the Trustee, and upon notice to the Trustee, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans and the Mortgaged Properties and to institute foreclosure proceedings or obtain a deed-in-lieu of foreclosure so as to convert the ownership of such properties, and to hold or cause to be held title to such properties, on behalf of the Trustee and Certificateholders. The Master Servicer shall service and administer the Mortgage Loans in accordance with applicable state and federal law and shall provide to the Mortgagors any reports required to be provided to them thereby. The Master Servicer shall also comply in the performance of this Agreement with all reasonable rules and requirements of each insurer under any standard hazard insurance policy. Subject to Section 3.17, the Trustee shall execute, at the written request of the Master Servicer, and furnish to the Master Servicer and any Sub-Servicer any special or limited powers of attorney and other documents necessary or appropriate to enable the Master Servicer or any Sub-Servicer to carry out their servicing and administrative duties hereunder; provided, howeverPROVIDED, such limited powers of attorney or other documents shall be prepared by the Master Servicer and submitted to the Trustee for execution. The Trustee shall not be liable for the actions of the Master Servicer or any Sub-Servicers under such powers of attorney. Subject to Section 3.09 hereof, in accordance with the standards of the preceding paragraph, the Master Servicer shall advance or cause to be advanced funds as necessary for the purpose of effecting the timely payment of taxes and assessments on the Mortgaged Properties, which advances shall be Servicing Advances reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.09, and further as provided in Section 3.11. Any cost incurred by the Master Servicer or by Sub-Servicers in effecting the timely payment of taxes and assessments on a Mortgaged Property shall not, for the purpose of calculating distributions to Certificateholders, be added to the unpaid Principal Balance of the related Mortgage Loan, notwithstanding that the terms of such Mortgage Loan so permit. Notwithstanding anything in this Agreement to the contrary, the Master Servicer may not make any future advances with respect to a Mortgage Loan (except as provided in Section 4.04) and the Master Servicer shall not (i) permit any modification with respect to any Mortgage Loan that would change the Mortgage Rate, reduce or increase the Principal Balance (except for reductions resulting from actual payments of principal) or change the final maturity date on such Mortgage Loan (unless, as provided in Section 3.07, the Mortgagor is in default with respect to the Mortgage Loan or such default is, in the judgment of the Master Servicer, reasonably foreseeable) or (ii) permit any modification, waiver or amendment of any term of any Mortgage Loan that would both (A) effect an exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or Treasury regulations promulgated thereunder) and (B) cause the any REMIC hereunder to fail to qualify as a REMIC under the Code or the imposition of any tax on "prohibited transactions" or "contributions after the startup date" under the REMIC Provisions. The Master Servicer may may, with the consent of the Certificate Insurer, delegate its responsibilities under this Agreement; providedPROVIDED, however, that no such delegation shall release the Master Servicer from the responsibilities or liabilities arising under this Agreement.

Master Servicer to Act as Servicer. The Master Servicer shall service and administer the Mortgage Loans on behalf of the Trustee and in the best interests of and for the benefit of the Certificateholders (as determined by the Master Servicer in its reasonable judgment) in accordance with the terms of this Agreement, the PMI Insurance Agreement with respect to the Mortgage Loans covered by PMI Insurance and the respective Mortgage Loans and, to the extent consistent with such terms, in the same manner in which it services and administers similar mortgage loans for its own portfolio, giving due consideration to customary and usual standards of practice of prudent mortgage lenders and loan servicers administering similar mortgage loans but without regard to: (i) any relationship that the Master Servicer, any Sub-Servicer or any Affiliate of the Master Servicer or any Sub-Servicer may have with the related Mortgagor; (ii) the ownership or non-ownership of any Certificate by the Master Servicer or any Affiliate of the Master Servicer; (iii) the Master Servicer's obligation to make Advances or Servicing Advances; or (iv) the Master Servicer's or any Sub-Servicer's right to receive compensation for its services hereunder or with respect to any particular transaction. To the extent consistent with the foregoing, the Master Servicer shall also seek to maximize the timely and complete recovery of principal and interest on the Mortgage Notes. Subject only to the above-described servicing standards and the terms of this Agreement and of the respective Mortgage Loans, the Master Servicer shall have full power and authority, acting alone or through Sub-Servicers as provided in Section 3.02, to do or cause to be done any and all things in connection with such servicing and administration which it may deem necessary or desirable. Without limiting the generality of the foregoing, the Master Servicer in its own name or in the name of a Sub-Servicer is hereby authorized and empowered by the Trustee, Trustee when the Master Servicer believes it appropriate in its best judgment in accordance with the servicing standards set forth abovejudgment, to execute and deliver, on behalf of the Certificateholders Certificateholders, and the TrusteeTrustee or any of them, and upon notice to the Trustee, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans and the Mortgaged Properties and to institute foreclosure proceedings or obtain a deed-in-lieu of foreclosure so as to convert the ownership of such properties, and to hold or cause to be held title to such properties, on behalf of the Trustee Trustee, the Certificateholders and Certificateholdersthe Certificate Insurer. The Master Servicer shall service and administer the Mortgage Loans in accordance with applicable state and federal law and shall provide to the Mortgagors any reports required to be provided to them thereby. The Master Servicer shall also comply in the performance of this Agreement with all reasonable rules and requirements of each insurer under any standard hazard insurance policy. Subject to Section 3.17, the Trustee shall execute, at the written request of the Master Servicer, and furnish to the Master Servicer and any Sub-Servicer any special or limited powers of attorney and other documents necessary or appropriate to enable the Master Servicer or any Sub-Servicer to carry out their its servicing and administrative duties hereunder; provided, however, such limited powers of attorney or other documents shall be prepared by hereunder and the Master Servicer and submitted to the Trustee for execution. The Trustee shall not be liable for the actions of the Master Servicer or any Sub-Servicers under such powers of attorney. Subject to Section 3.09 hereof, in In accordance with the standards of the preceding paragraph, the Master Servicer shall advance or cause to be advanced funds as necessary for the purpose of effecting the timely payment of taxes and assessments on the Mortgaged Properties, which advances shall be Servicing Advances reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.09, and further as provided in Section 3.11. Any cost incurred by the Master Servicer or by Sub-Servicers in effecting the timely payment of taxes and assessments on a Mortgaged Property shall not, for the purpose of calculating the Stated Principal Balance of a Mortgage Loan or distributions to Certificateholders, be added to the unpaid Principal Balance principal balance of the related Mortgage Loan, notwithstanding that the terms of such Mortgage Loan so permit. Notwithstanding anything in this Agreement to the contrary, the Master Servicer may not make any future advances with respect to a Mortgage Loan and the Master Servicer shall not (i) not, except as provided in Section 3.07 and with respect to Mortgage Loans covered by a PMI Policy as provided in the PMI Insurance Agreement, permit any modification with respect to any Mortgage Loan that would change the Mortgage Rate, reduce or increase the Principal Balance principal balance (except for reductions resulting from actual payments of principal) ), waive any prepayment penalty or premium or change the final maturity date on such Mortgage Loan (unless, as provided in Section 3.07, the Mortgagor is in default with respect to the Mortgage Loan or such default is, in the judgment of the Master Servicer, reasonably foreseeable) or (ii) permit any modification, waiver or amendment of any term of any Mortgage Loan that would both (A) effect an exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or final, temporary or proposed Treasury regulations promulgated thereunder) and (B) cause any of the REMIC REMICs created hereunder to fail to qualify as a REMIC under the Code or the imposition of any tax on "prohibited transactions" or "contributions after the startup date" under the REMIC Provisions. The Master Servicer shall not solicit mortgage loan refinancings. The Master Servicer may delegate its responsibilities under this Agreement; provided, however, that no such delegation shall release the Master Servicer from the responsibilities or liabilities arising under this Agreement.

Master Servicer to Act as Servicer. The Master Servicer shall service and administer the Mortgage Loans on behalf of the Trustee and in the best interests of and for the benefit of the Certificateholders (as determined by the Master Servicer in its reasonable judgment) in accordance with the terms of this Agreement and the respective Mortgage Loans and, to the extent consistent with such terms, in the same manner in which it services and administers similar mortgage loans for its own portfolio, giving due consideration to customary and usual standards of practice of prudent mortgage lenders and loan servicers administering similar mortgage loans but without regard to: (i) any relationship that the Master Servicer, any Sub-Servicer or any Affiliate of the Master Servicer or any Sub-Servicer may have with the related Mortgagor; (ii) the ownership or non-ownership of any Certificate by the Master Servicer or any Affiliate of the Master Servicer; (iii) the Master Servicer's obligation to make Monthly Advances or Servicing Advances; or (iv) the Master Servicer's or any Sub-Servicer's right to receive compensation for its services hereunder or with respect to any particular transaction. To the extent consistent with the foregoing, the Master Servicer shall also seek to maximize the timely and complete recovery of principal and interest on the Mortgage Notes. Subject only to the above-described servicing standards and the terms of this Agreement and of the respective Mortgage Loans, the Master Servicer shall have full power and authority, acting alone or through Sub-Servicers as provided in Section 3.02, to do or cause to be done any and all things in connection with such servicing and administration which it may deem necessary or desirable. Without limiting the generality of the foregoing, the Master Servicer in its own name or in the name of a Sub-Servicer Subservicer is hereby authorized and empowered by the Trustee, Trustee when the Master Servicer or the Subservicer believes it appropriate in its best judgment in accordance with the servicing standards set forth abovejudgment, to execute and deliver, on behalf of the Certificateholders and the TrusteeTrustee or any of them, and upon notice to the Trustee, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans and the Mortgaged Properties and to institute foreclosure proceedings or obtain a deed-in-lieu of foreclosure so as to convert the ownership of such properties, and to hold or cause to be held title to such properties, on behalf of the Trustee and Certificateholders. The Master Servicer shall service and administer the Mortgage Loans in accordance with applicable state and federal law and shall provide to the Mortgagors any reports required to be provided to them thereby. The Master Servicer shall also comply in the performance of this Agreement with all reasonable rules and requirements of each insurer under any standard hazard insurance policy. Subject to Section 3.173.16, the Trustee shall execute, at the written request of the Master Servicer, and furnish to the Master Servicer and any Sub-Servicer any special or limited powers of attorney and other documents necessary or appropriate to enable the Master Servicer or any Sub-Servicer to carry out their its servicing and administrative duties hereunder; provided, however, such limited powers of attorney or other documents shall be prepared by hereunder and the Master Servicer and submitted to the Trustee for execution. The Trustee shall not be liable for the actions of the Master Servicer or any Sub-Servicers under such powers of attorney. Subject to Section 3.09 hereof, in In accordance with the standards of the preceding paragraph, the Master Servicer shall advance or cause to be advanced funds as necessary for the purpose of effecting the timely payment of taxes and assessments on the Mortgaged Properties, which advances shall be Servicing Advances reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.09, and further as provided in Section 3.11. Any cost incurred by the Master Servicer or by Sub-Servicers in effecting the timely payment of taxes and assessments on a Mortgaged Property shall not, for the purpose of calculating the Stated Principal Balance of a Mortgage Loan or distributions to Certificateholders, be added to the unpaid Principal Balance principal balance of the related Mortgage Loan, notwithstanding that the terms of such Mortgage Loan so permit. Notwithstanding anything in this Agreement to the contrary, the Master Servicer may not make any future advances with respect to a Mortgage Loan and the Master Servicer shall not (i) permit any modification with respect to any Mortgage Loan that would change the Mortgage Rate, reduce or increase the Principal Balance (except for reductions resulting from actual payments of principal) or change the final maturity date on such Mortgage Loan (unless, as provided in Section 3.07, unless the Mortgagor is in default with respect to the Mortgage Loan or such default is, in the judgment of the Master Servicer, reasonably foreseeable) permit any modification with respect to any Mortgage Loan that would change the Mortgage Rate, reduce or increase the principal balance (iiexcept for reductions resulting from actual payments of principal) permit or change the final maturity date on such Mortgage Loan or any modification, waiver or amendment of any term of any Mortgage Loan that would both (A) effect an exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or final, temporary or proposed Treasury regulations promulgated thereunder) and (B) cause the any of REMIC I, REMIC II or REMIC III to fail to qualify as a REMIC under the Code or the imposition of any tax on "prohibited transactions" or "contributions after the startup date" under the REMIC Provisions. The Master Servicer may delegate its responsibilities under this Agreement; provided, however, that no such delegation shall release the Master Servicer from the responsibilities or liabilities arising under this Agreement.

Master Servicer to Act as Servicer. The Master Servicer shall service and administer the Mortgage Loans on behalf of the Trustee and in the best interests of and for the benefit of the Certificateholders and the Certificate Insurer (as determined by the Master Servicer in its reasonable judgment) in accordance with the terms of this Agreement and the Mortgage Loans and, to the extent consistent with such terms, in the same manner in which it services and administers similar mortgage loans for its own portfolio, giving due consideration to customary and usual standards of practice of mortgage lenders and loan servicers administering similar mortgage loans but without regard to: (i) any relationship that the Master Servicer, any Sub-Servicer or any Affiliate of the Master Servicer or any Sub-Servicer may have with the related Mortgagor; (ii) the ownership or non-ownership of any Certificate by the Master Servicer or any Affiliate of the Master Servicer; (iii) the Master Servicer's obligation to make Advances or Servicing Advances; or (iv) the Master Servicer's, the Special Servicer's or any Sub-Servicer's right to receive compensation for its services hereunder or with respect to any particular transaction. To the extent consistent with the foregoing, the Master Servicer shall seek to maximize the timely and complete recovery of principal and interest on the Mortgage Notes. Subject only to the above-described servicing standards and the terms of this Agreement and of the Mortgage Loans, the Master Servicer shall have full power and authority, acting alone or through Sub-Servicers as provided in Section 3.02, to do or cause to be done any and all things in connection with such servicing and administration which it may deem necessary or desirable. Without limiting the generality of the foregoing, the Master Servicer in its own name or in the name of a Sub-Servicer is hereby authorized and empowered by the Trustee, Trustee when the Master Servicer believes it appropriate in its best judgment in accordance with the servicing standards set forth above, to execute and deliver, on behalf of the Certificateholders and the Trustee, and upon notice to the Trustee, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans and the Mortgaged Properties and to institute foreclosure proceedings or obtain a deed-in-lieu of foreclosure so as to convert the ownership of such properties, and to hold or cause to be held title to such properties, on behalf of the Trustee and Certificateholders. The Master Servicer shall service and administer the Mortgage Loans in accordance with applicable state and federal law and shall provide to the Mortgagors any reports required to be provided to them thereby. The Master Servicer shall also comply in the performance of this Agreement with all reasonable rules and requirements of each insurer under any standard hazard insurance policy. Subject to Section 3.17, the Trustee shall execute, at the written request of the Master Servicer, and furnish to the Master Servicer and any Sub-Servicer any special or limited powers of attorney and other documents necessary or appropriate to enable the Master Servicer or any Sub-Servicer to carry out their servicing and administrative duties hereunder; provided, however, such limited powers of attorney or other documents shall be prepared by the Master Servicer and submitted to the Trustee for execution. The Trustee shall not be liable for the actions of the Master Servicer or any Sub-Servicers under such powers of attorney. Subject to Section 3.09 hereof, in accordance with the standards of the preceding paragraph, the Master Servicer shall advance or cause to be advanced funds as necessary for the purpose of effecting the timely payment of taxes and assessments on the Mortgaged Properties, which advances shall be Servicing Advances reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.09, and further as provided in Section 3.11. Any cost incurred by the Master Servicer or by Sub-Servicers in effecting the timely payment of taxes and assessments on a Mortgaged Property shall not, for the purpose of calculating distributions to Certificateholders, be added to the unpaid Principal Balance of the related Mortgage Loan, notwithstanding that the terms of such Mortgage Loan so permit. Notwithstanding anything in this Agreement to the contrary, the Master Servicer may not make any future advances with respect to a Mortgage Loan and the Master Servicer shall not (i) permit any modification with respect to any Mortgage Loan that would change the Mortgage Rate, reduce or increase the Principal Balance (except for reductions resulting from actual payments of principal) or change the final maturity date on such Mortgage Loan (unless, as provided in Section 3.07, the Mortgagor is in default with respect to the Mortgage Loan or such default is, in the judgment of the Master Servicer, reasonably foreseeable) or (ii) permit any modification, waiver or amendment of any term of any Mortgage Loan that would both (A) effect an exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or Treasury regulations promulgated thereunder) and (B) cause the REMIC to fail to qualify as a REMIC under the Code or the imposition of any tax on "prohibited transactions" or "contributions after the startup date" under the REMIC Provisions. The Master Servicer may delegate its responsibilities under this Agreement; provided, however, that no such delegation shall release the Master Servicer from the responsibilities or liabilities arising under this Agreement.Section

Master Servicer to Act as Servicer. (a) The Master Servicer shall service and administer the Mortgage Loans Contracts on behalf of the Trustee Trust and in the best interests of and for the benefit of the Certificateholders (as determined by the Master Servicer in its reasonable judgment) in accordance with the terms of this Agreement and the Mortgage Loans and, to the extent consistent with such terms, in the same manner in which it services and administers similar mortgage loans for its own portfolio, giving due consideration to customary and usual standards of practice of mortgage lenders and loan servicers administering similar mortgage loans but without regard to: (i) any relationship that the Master Servicer, any Sub-Servicer or any Affiliate of the Master Servicer or any Sub-Servicer may have with the related Mortgagor; (ii) the ownership or non-ownership of any Certificate by the Master Servicer or any Affiliate of the Master Servicer; (iii) the Master Servicer's obligation to make Advances or Servicing Advances; or (iv) the Master Servicer's or any Sub-Servicer's right to receive compensation for its services hereunder or with respect to any particular transaction. To the extent consistent with the foregoing, the Master Servicer shall seek to maximize the timely and complete recovery of principal and interest on the Mortgage Notes. Subject only to the above-described servicing standards and the terms of this Agreement and of the Mortgage Loans, the Master Servicer shall have full power and authority, acting alone or and/or through Sub-Servicers Subservicers as provided in Section 3.02, to do or cause to be done any and all things which it may deem necessary or desirable in connection with such servicing and administration and which it are consistent with this Agreement. Consistent with the terms of this Agreement, the Master Servicer may deem necessary waive, modify or desirablevary any term of any Contract or consent to the postponement of strict compliance with any such term or in any manner, grant indulgence to any Obligor if, in the Master Servicer's sole determination, which shall be conclusive and binding, such waiver, modification, postponement or indulgence is not materially adverse to the Certificateholders or the Certificate Insurer; provided however, that the Master Servicer may not permit any modification with respect to any Contract that would change its Contract Rate, defer the payment of any principal or interest (except to the extent permitted by Section 3.06(a)), reduce the outstanding principal balance (except for actual payments of principal), or extend (except to the extent permitted by Section 3.06(a)) the final maturity date on such Contract. Without limiting the generality of the foregoing, the Master Servicer in its own name or in the name of a Sub-Servicer the Transferor is hereby authorized and empowered by the Trustee, Trustee when the Master Servicer believes it appropriate in its best judgment in accordance with the servicing standards set forth above, to execute and deliver, on behalf of the Certificateholders and the Trustee, and upon notice to the TrusteeTrust, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, discharge and all other comparable instruments, with respect to the Mortgage Loans Contracts and with respect to the Mortgaged Properties Financed Vehicles; provided however, that notwithstanding the foregoing, the Master Servicer shall not, except pursuant to an order from a Court of competent jurisdiction, release an Obligor from payment of any unpaid amount under any Contract or waive the right to collect the unpaid balance of any Contract from the Obligor, except that the Master Servicer may forego collection efforts if the amount subject to collection is de minimis and if it would forego collection in accordance with its customary procedures. If any Contract contains a "due-on-sale" provision allowing the holder thereof to institute foreclosure proceedings or obtain a deed-in-lieu of foreclosure so as to convert accelerate the ownership of such properties, and to hold or cause to be held title to such properties, on behalf Contract upon sale of the Trustee and Certificateholders. Financed Vehicle financed thereunder, the Master Servicer shall take reasonable steps under the circumstances to enforce such due on sale provision if a Financed Vehicle is sold as soon as practicable after determining that such Financed Vehicle has been sold; provided however, that the Master Servicer shall not be obligated to take any legal action to enforce such provision. (b) The Master Servicer shall service and administer the Mortgage Loans Contracts by employing procedures (including collection procedures) and a degree of care consistent with prudent industry standards and as are customarily employed by servicers in accordance with applicable state servicing and federal law administering motor vehicle retail installment sales contracts and shall provide notes comparable to the Mortgagors any reports required to be provided to them therebyContracts. The Master Servicer shall also comply take all actions (other than those required to be taken by the Transferor pursuant to this Agreement) that are necessary or desirable to maintain continuous perfection and first priority of security interests granted by the obligors in the Financed Vehicles to NAFCO and to maintain continuous perfection of the security release created by each Contract in the related Finance Vehicle on behalf of the Trustee, including, but not limited to, using reasonable efforts to obtain execution by the Obligors and the recording, registering, filing, re-recording, re-registering and refiling of all Title Documents (it being understood that Title Documents have not been and need not be endorsed or delivered to the Trustee and do not and need not identify the Trustee as the secured party or lienholder with respect to the Contracts), security agreements, financing statements, continuation statements or other instruments as are necessary to maintain the security interests granted by the Obligors under the respective Contracts on behalf of the Trustee; provided however, that the Master Servicer is not required to expend any of its own funds to remove any security interest, lien or other encumbrance on any Financed Vehicle. The Master Servicer shall not take any action to impair the Trust's rights in any Contract, except to the extent allowed pursuant to this Agreement or required by law. The Financed Vehicle securing each Contract shall not be released in whole or in part from the security interest granted by the Contract, except upon payment in full of the Contract or as otherwise contemplated herein. The Master Servicer shall not extend or otherwise amend the terms of any Contract, except in accordance with Section 3.01(a). Upon discovery by either the Master Servicer, a Responsible Officer of the Trustee or any Subservicer of a default by the Master Servicer in the performance of its obligations under this Agreement with all reasonable rules Section 3.01(b) which materially and requirements adversely affects the interests of each insurer under any standard hazard insurance policythe Certificateholders or the Certificate Insurer in the related Contract, the party discovering such breach shall give prompt written notice thereof to the other parties and the Certificate Insurer. Subject to Section 3.17If the Master Servicer does not correct or cure such default by the Reporting Date occurring during the second full calendar month following the calendar month in which the Trustee was notified or the Master Servicer, the Trustee or the Subservicer became aware, if earlier, of such default, then the Master Servicer shall executepromptly purchase such Contract from the Trust. Any such purchase by the Master Servicer shall be in exchange for the delivery by the Master Servicer to the Trust of the Retransfer Amount and shall be accomplished in the manner set forth in Section 2.02. Except as expressly provided in Section 6.03 and subject to Section 7.01, at it is understood and agreed that the written request obligation of the Master Servicer to repurchase any Contract as to which such a default has occurred and is continuing as described above shall constitute the sole remedy respecting such default available to the Transferor, Certificateholders, the Certificate Insurer or the Trustee on behalf of Certificateholders. (c) So long as a Certificate Insurer Default shall not have occurred and be continuing, upon the occurrence of an Insurance Agreement Event of Default pursuant to Section 5.01(b), (c), (d), (e) or (i) of the Insurance Agreement, the Certificate Insurer may instruct the Trustee and the Master Servicer to take or cause to be taken such action as may, in the opinion of counsel to the Certificate Insurer, be necessary to desirable to perfect or re-perfect the security interests in the Financed Vehicles securing the Contracts in the name of the Trustee on behalf of the Trust by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the opinion of counsel to the Certificate Insurer, be necessary or prudent. If a Certificate Insurer Default shall have occurred and be continuing, upon the occurrence of a Servicer Default, the Trustee and the Master Servicer shall take or cause to be taken such action as may, in the opinion of counsel to the Trustee, be necessary to perfect or re-perfect the security interests in the Financed Vehicles securing the Contracts in the name of the Trustee on behalf of the Trust by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the opinion of counsel to the Trustee, be necessary or prudent. NAFCO hereby agrees to pay all expenses related to such perfection or re-perfection and to take all action necessary therefor. In addition, prior to the occurrence of an Insurance Agreement Event of Default, the Certificate Insurer may (unless a Certificate Insurer Default shall have occurred and be continuing) instruct the Trustee and the Master Servicer to take or cause to be taken such action as may, in the opinion of counsel to the Certificate Insurer, be necessary to perfect or re-perfect the security interest in the Financed Vehicles underlying the Contracts in the name of the Trustee, including by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the opinion of counsel to the Certificate Insurer, be necessary or prudent; provided however, that (unless a Certificate Insurer Default shall have occurred and be continuing) if the Certificate Insurer requests that the title documents be amended prior to the occurrence of an Insurance Agreement Event of Default, the out-of-pocket expenses of the Master Servicer or the Trustee in connection with such action shall be reimbursed to the Master Servicer or the Trustee, as applicable, by the Certificate Insurer. (d) The Master Servicer may perform any of its duties pursuant to this Agreement, including those delegated to it by the Trustee pursuant to this Agreement, through Persons appointed by the Master Servicer. Such Persons may include affiliates of the Master Servicer and may include the Transferor and its affiliates. Notwithstanding any such delegation of a duty, the Master Servicer shall remain obligated and liable for the performance of such duty as if the Master Servicer were performing such duty. (e) Upon the execution and delivery of this Agreement, the Master Servicer shall deliver to the Trustee and the Certificate Insurer a list of officers and employees of the Master Servicer, upon which the Trustee may conclusively rely, involved in, or responsible for, the administration and furnish servicing of the Contracts, which list shall from time to time be updated by the Master Servicer as additional officers and any Sub-Servicer any special or limited powers employees of attorney and other documents necessary or appropriate to enable the Master Servicer become involved, or responsible for, the administration and servicing of the Contracts or officers or employees of the Master Servicer previously identified on any Subsuch list become disassociated with the administration and servicing of the Contracts. (f) The Master Servicer may take such actions as are necessary to discharge its duties as Master Servicer in accordance with this Agreement, including the power to execute and deliver on behalf of the Trust such instruments and documents as may be customary, necessary or desirable in connection with the performance of the Master Servicer's duties under this Agreement (including consents, waivers and discharges relating to the Contracts and the Financed Vehicles and such instruments or documents as may be necessary to effect foreclosure or other conversion of the ownership of any Financed Vehicle). In furtherance thereof, the Trustee hereby irrevocably appoints the Master Servicer as its attorney-Servicer to carry out their servicing and administrative duties hereunder; provided, howeverin-fact, such limited appointment being coupled with an interest, to execute on its behalf such documents or instruments as are necessary to effect the Repossession of Financed Vehicles, to deliver applicable Contract Documents, Title Documents and the Contract Files to the Transferor upon the transfer of a Contract to the Transferor under this Agreement and to deliver applicable Contract Documents, Title Documents and the Contract Files upon liquidation or final payment of a Contract. The Trustee, upon receipt of a certificate of a Servicing Official requesting the same be accepted by the Trustee and certifying as to the reasons such documents are required, shall furnish the Master Servicer with any other powers of attorney or other documents shall reasonably necessary or appropriate which the Trustee may legally execute to enable the Master Servicer to carry out its servicing and administrative duties hereunder. Neither the Master Servicer nor any of its directors, officers, employees or agents will be prepared under any liability to the Trust, the Trustee, the Certificate Insurer, any Certificateholder, or the Transferor for the consequences of any delay resulting from having to obtain such documents from the Trustee, provided that the Master Servicer furnished such certificate to the Trustee reasonably promptly after determining the necessity therefor in the particular instance. (g) The Master Servicer warrants, represents and covenants to and with the Trustee that recordation of the name of the Master Servicer as lienholder in Title Documents respecting any Financed Vehicle is maintained by the Master Servicer and submitted to the Trustee for execution. The Trustee shall not be liable as agent for the actions of Trust and that the Master Servicer has no equitable ownership in the Contracts, except as it may have by virtue of ownership of a Certificate or an equity interest in the Transferor or any Sub-Servicers under such powers of attorney. Subject to Section 3.09 hereof, in accordance with the standards of the preceding paragraph, the Master Servicer shall advance or cause to be advanced funds as necessary for the purpose of effecting the timely payment of taxes and assessments on the Mortgaged Properties, which advances shall be Servicing Advances reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.09, and further as provided in Section 3.11. Any cost incurred by the Master Servicer or by Sub-Servicers in effecting the timely payment of taxes and assessments on a Mortgaged Property shall not, for the purpose of calculating distributions to Certificateholders, be added to the unpaid Principal Balance of the related Mortgage Loan, notwithstanding that the terms of such Mortgage Loan so permit. Notwithstanding anything in this Agreement to the contrary, the Master Servicer may not make any future advances with respect to a Mortgage Loan and the Master Servicer shall not (i) permit any modification with respect to any Mortgage Loan that would change the Mortgage Rate, reduce or increase the Principal Balance (except for reductions resulting from actual payments of principal) or change the final maturity date on such Mortgage Loan (unless, as provided in Section 3.07, the Mortgagor is in default with respect to the Mortgage Loan or such default is, in the judgment of the Master Servicer, reasonably foreseeable) or (ii) permit any modification, waiver or amendment of any term of any Mortgage Loan that would both (A) effect an exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or Treasury regulations promulgated thereunder) and (B) cause the REMIC to fail to qualify as a REMIC under the Code or the imposition of any tax on "prohibited transactions" or "contributions after the startup date" under the REMIC ProvisionsCertificateholder. The Master Servicer may delegate acknowledges that it is holding the Contract Documents coming into its responsibilities under this Agreement; providedpossession and any other property constituting a part of the Trust Estate held by it, howeverin trust, that no such delegation shall release for the Master Servicer from benefit of the responsibilities or liabilities arising under this AgreementCertificateholders and the Certificate Insurer.

Master Servicer to Act as Servicer. The For and on behalf of the Trustee and the Certificateholders, the Master Servicer shall service and administer the Mortgage Loans on behalf of the Trustee and in the best interests of and for the benefit of the Certificateholders (as determined by the Master Servicer in its reasonable judgment) Contracts in accordance with prudent servicing standards and procedures generally accepted in the terms of manufactured home finance industry, except as otherwise expressly provided in this Agreement and the Mortgage Loans and, to the extent consistent Agreement. In connection with such termsservicing and administration, in the same manner in which it services and administers similar mortgage loans for its own portfolio, giving due consideration to customary and usual standards of practice of mortgage lenders and loan servicers administering similar mortgage loans but without regard to: (i) any relationship that the Master Servicer, any Sub-Servicer or any Affiliate of the Master Servicer or any Sub-Servicer may have with the related Mortgagor; (ii) the ownership or non-ownership of any Certificate by the Master Servicer or any Affiliate of the Master Servicer; (iii) the Master Servicer's obligation to make Advances or Servicing Advances; or (iv) the Master Servicer's or any Sub-Servicer's right to receive compensation for its services hereunder or with respect to any particular transaction. To the extent consistent with the foregoing, the Master Servicer shall seek to maximize the timely and complete recovery of principal and interest on the Mortgage Notes. Subject only subject to the above-described servicing standards and the terms of this Agreement and of the Mortgage Loans, the Master Servicer immediately preceding sentence shall have full power and authority, acting alone or and/or through Sub-Servicers as provided in Section 3.023.02 hereof, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration which it may deem necessary or desirable. Without limiting administration, including but not limited to the generality of power and authority, subject to the foregoing, the Master Servicer in its own name or in the name of a Sub-Servicer is hereby authorized and empowered by the Trustee, when the Master Servicer believes it appropriate in its best judgment in accordance with the servicing standards set forth above, terms hereof (i) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and upon notice others instruments and documents, (ii) to consent to transfers of any Manufactured Home and assumptions of the Contracts, (iii) to collect any Insurance Proceeds and Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion of the ownership of the Manufactured Home securing any Contract; provided that the Master Servicer shall take no action that is inconsistent with or prejudices the interests of the Trustee or the Certificateholders in any Contract or the rights and interests of the Depositor, the Trustee and the Certificateholders under this Agreement. Without limiting the generality of the foregoing, the Master Servicer, in its own name or in the name of the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, when the Master Servicer believes it appropriate in its best judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, discharge and all other comparable instruments, with respect to the Mortgage Loans and the Mortgaged Properties and to institute foreclosure proceedings or obtain a deed-in-lieu of foreclosure so as to convert the ownership of such propertiesContracts, and with respect to hold or cause to be held title to such properties, on behalf of the Trustee and CertificateholdersManufactured Homes. The Master Servicer shall service Depositor and administer the Mortgage Loans in accordance with applicable state and federal law and shall provide to the Mortgagors any reports required to be provided to them thereby. The Master Servicer shall also comply in the performance of this Agreement with all reasonable rules and requirements of each insurer under any standard hazard insurance policy. Subject to Section 3.17, the Trustee shall execute, at the written request of the Master Servicer, and furnish to the Master Servicer and with any Sub-Servicer any special or limited powers of attorney and other documents necessary or appropriate to enable service and administer the Master Servicer or any Sub-Servicer to carry out their servicing and administrative duties hereunder; provided, however, such limited powers of attorney or other documents shall be prepared by the Master Servicer and submitted to the Trustee for executionContracts. The Trustee shall not be liable for the actions of the Master Servicer or any Sub-Servicers under such powers of attorney. Subject to Section 3.09 hereof, in In accordance with the standards of the preceding paragraph, the Master Servicer, with respect to any Nonsubserviced Contract and otherwise, to the extent the related Servicer does not do so, shall advance or cause to be advanced funds as necessary for the purpose of effecting the timely payment of taxes and assessments on the Mortgaged PropertiesManufactured Homes, which advances shall be Servicing Advances reimbursable in the first instance from related collections from the Mortgagors Obligors pursuant to Section 3.093.08 hereof, and further as Liquidation Expenses as provided in Section 3.113.16 hereof and may be withdrawn from the Certificate Account pursuant to Section 3.12 hereof. Any cost All costs incurred by the Master Servicer or by Sub-the related Servicers in effecting the timely payment of taxes and assessments on a Mortgaged Property the Manufactured Homes shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the unpaid Principal Balance of under the related Mortgage LoanContracts, notwithstanding that the terms of such Mortgage Loan Contracts so permit. Notwithstanding anything In the event that the Depositor elects to treat the related Trust Fund as a REMIC as defined in this the Code in the Reference Agreement to the contrary, the Master Servicer may not make any future advances with respect to a Mortgage Loan and the Master Servicer shall not (iunless otherwise specified in such Reference Agreement) permit any modification act as agent on behalf of the Trust and that in such capacity it shall: (a) prepare and file, or cause to be prepared and filed, a federal tax return using a calendar year as the taxable year for the Trust Fund when and as required by the applicable provisions of the Code; (b) make an election, on behalf of the Trust Fund, to be treated as a REMIC on the federal tax return of the Trust Fund for its first taxable year, in accordance with respect the applicable provisions of the Code; (c) prepare and forward, or cause to any Mortgage Loan that would change the Mortgage Ratebe prepared and forwarded, reduce or increase the Principal Balance (except for reductions resulting from actual payments of principal) or change the final maturity date on such Mortgage Loan (unless, as provided in Section 3.07, the Mortgagor is in default with respect to the Mortgage Loan or such default is, Certificateholders all information reports as and when required to be provided to them in accordance with the judgment applicable provisions of the Master Servicer, reasonably foreseeableCode; (d) or (ii) permit any modification, waiver or amendment of any term of any Mortgage Loan that would both (A) effect an exchange or reissuance of such Mortgage Loan under Section 1001 conduct the affairs of the Code (or Treasury regulations promulgated thereunder) and (B) cause Trust Fund so as to maintain the REMIC to fail to qualify status thereof as a REMIC under the Code applicable provisions of the Code; (e) not knowingly or intentionally take any action or omit to take any action that would cause the imposition termination of any tax on "prohibited transactions" or "contributions after the startup date" under the REMIC Provisions. The Master Servicer may delegate its responsibilities under this Agreementstatus of the Trust Fund; providedand (f) pay the amount of the any federal income tax, howeverincluding prohibited transaction penalty taxes, that no such delegation imposed on the Trust Fund when and as the same shall release the Master Servicer from the responsibilities or liabilities arising under this Agreementbe due and payable.