Common use of Master Servicer to Service Mortgage Loans Clause in Contracts

Master Servicer to Service Mortgage Loans. For and on behalf of the Certificateholders, the Master Servicer shall service and administer the Mortgage Loans in accordance with customary and usual standards of practice of prudent mortgage loan lenders in the respective states in which the Mortgaged Properties are located, including taking all required and appropriate actions under each Required Insurance Policy and taking all required and appropriate actions under the Mortgage Insurance Policy on behalf of the Co-Trustee, other than the payment of the Mortgage Insurance Premium and obtaining the approval of the Mortgage Insurer with respect to the appointment of a successor servicer. In connection with such servicing and administration, the Master Servicer shall have full power and authority, acting alone and/or through subservicers as provided in Section 3.02 hereof, subject to the terms hereof (i) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds, other Liquidation Proceeds and Subsequent Recoveries, and (iv) subject to Section 3.12(b), to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that the Master Servicer shall take no action that is inconsistent with or prejudices the interests of the Trustee or the Certificateholders in any Mortgage Loan or the rights and interests of the Depositor and the Trustee under this Agreement. The Master Servicer shall represent and protect the interest of the Trustee in the same manner as it currently protects its own interest in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan and shall not make or permit any modification, waiver or amendment of any term of any Mortgage Loan which would (i) cause any REMIC formed hereunder to fail to qualify as a REMIC, (ii) result in the imposition of any tax under section 860(a) or 860(d) of the Code or (iii) cause any Covered Mortgage Loan to not be covered by the Mortgage Insurance Policy, but in any case the Master Servicer shall not act in any manner that is a lesser standard than that provided in the first sentence of this Section 3.01. Without limiting the generality of the foregoing, the Master Servicer, in its own name or in the name of the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, when the Master Servicer believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to the Mortgage Loans, and with respect to the Mortgaged Properties held for the benefit of the Certificateholders. The Master Servicer shall prepare and deliver to the Depositor and/or the Trustee such documents requiring execution and delivery by any or all of them as are necessary or appropriate to enable the Master Servicer to service and administer the Mortgage Loans. Upon receipt of such documents, the Depositor and/or the Trustee shall execute such documents and deliver them to the Master Servicer. The Master Servicer further is authorized and empowered by the Trustee, on behalf of the Certificateholders and the Trustee, in its own name or in the name of the Subservicer, when the Master Servicer or the Subservicer, as the case may be, believes it appropriate in its best judgment to register any Mortgage Loan on the MERS® System, or cause the removal from the registration of any Mortgage Loan on the MERS® System, to execute and deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Trustee and its successors and assigns. In accordance with the standards of the preceding paragraph, the Master Servicer shall advance or cause to be advanced funds as necessary for the purpose of effecting the payment of taxes and assessments on the Mortgaged Properties, which advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.06, and further as provided in Section 3.08. All costs incurred by the Master Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balance under the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. The Master Servicer shall deliver a list of Servicing Officers to the Trustee by the Closing Date. In addition, the Master Servicer shall administer the Mortgage Insurance Policy on behalf of itself, the Sellers, the Depositor, and the Trustee for the benefit of the Certificateholders, when it is necessary to make claims and receive payments under the Mortgage Insurance Policy. In connection with its activities as Master Servicer of the Mortgage Loans, the Master Servicer agrees to present, on behalf of itself, the Trustee and the Certificateholders, claims to the insurer under any primary insurance policies and, in this regard, to take any reasonable action necessary to permit recovery under any primary insurance policies respecting defaulted Mortgage Loans. Any amounts collected by the Master Servicer under any primary insurance policies shall be deposited in the Certificate Account. The Master Servicer shall take whatever action is appropriate to maximize the amounts payable under the Mortgage Insurance Policy and to service the Covered Mortgage Loans in the manner required by the Mortgage Insurance Policy. The Master Servicer shall prepare and submit all claims eligible for submission under the Mortgage Insurance Policy and shall, except as otherwise specified in this Agreement, perform all of the obligations of the insured under the Mortgage Insurance Policy. If the Mortgage Insurance Policy is terminated for any reason other than the exhaustion of its coverage, or if the financial strength rating of the Mortgage Insurer is reduced to below investment grade, the Master Servicer will use its best efforts to obtain a comparable policy from an insurer that is acceptable to the Rating Agencies. The replacement policy shall provide coverage equal to the then remaining coverage of the applicable Mortgage Insurance Policy, if available. However, if the premium cost of a replacement policy exceeds the premium cost of the Mortgage Insurance Policy, the coverage amount of the replacement policy will be reduced so that its premium cost will not exceed the premium cost of the Mortgage Insurance Policy. In the event that a shortfall in any collection on or liability with respect to any Mortgage Loan results from or is attributable to adjustments to Mortgage Rates, Scheduled Payments or Stated Principal Balances that were made by the Master Servicer in a manner not consistent with the terms of the related Mortgage Note and this Agreement, the Master Servicer, upon discovery or receipt of notice thereof, immediately shall deliver to the Trustee for deposit in the Distribution Account from its own funds the amount of any such shortfall and shall indemnify and hold harmless the Trust Fund, the Trustee, the Depositor and any successor master servicer in respect of any such liability. Such indemnities shall survive the termination or discharge of this Agreement. Notwithstanding the foregoing, this Section 3.01 shall not limit the ability of the Master Servicer to seek recovery of any such amounts from the related Mortgagor under the terms of the related Mortgage Note, as permitted by law and shall not be an expense of the Trust.

Master Servicer to Service Mortgage Loans. For and on behalf of the Certificateholders, the Master Servicer shall service and administer the Mortgage Loans in accordance with customary and usual standards of practice of prudent mortgage loan lenders in the respective states in which the Mortgaged Properties are located, including taking all required and appropriate actions under each Required Insurance Policy and taking all required and appropriate actions under the Mortgage Insurance Policy on behalf of the Co-Trustee, other than the payment of the Mortgage Insurance Premium and obtaining the approval of the Mortgage Insurer with respect to the appointment of a successor servicer. In connection with such servicing and administration, the Master Servicer shall have full power and authority, acting alone and/or through subservicers as provided in Section 3.02 hereof, subject to the terms hereof (i) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds, other Liquidation Proceeds and Subsequent Recoveries, and (iv) subject to Section 3.12(b), to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that the Master Servicer shall take no action that is inconsistent with or prejudices the interests of the Trustee or the Certificateholders in any Mortgage Loan or the rights and interests of the Depositor and the Trustee under this Agreement. The Master Servicer shall represent and protect the interest of the Trustee in the same manner as it currently protects its own interest in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan and shall not make or permit any modification, waiver or amendment of any term of any Mortgage Loan which would (i) cause any REMIC formed hereunder to fail to qualify as a REMIC, (ii) result in the imposition of any tax under section 860(a) or 860(d) of the Code or (iii) cause any Covered Mortgage Loan to not be covered by the Mortgage Insurance Policy, but in any case the Master Servicer shall not act in any manner that is a lesser standard than that provided in the first sentence of this Section 3.01. Without limiting the generality of the foregoing, the Master Servicer, in its own name or in the name of the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, when the Master Servicer believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to the Mortgage Loans, and with respect to the Mortgaged Properties held for the benefit of the Certificateholders. The Master Servicer shall prepare and deliver to the Depositor and/or the Trustee such documents requiring execution and delivery by any or all of them as are necessary or appropriate to enable the Master Servicer to service and administer the Mortgage Loans. Upon receipt of such documents, the Depositor and/or the Trustee shall execute such documents and deliver them to the Master Servicer. The Master Servicer further is authorized and empowered by the Trustee, on behalf of the Certificateholders and the Trustee, in its own name or in the name of the Subservicer, when the Master Servicer or the Subservicer, as the case may be, believes it appropriate in its best judgment to register any Mortgage Loan on the MERS® MERS(R) System, or cause the removal from the registration of any Mortgage Loan on the MERS® MERS(R) System, to execute and deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Trustee and its successors and assigns. In accordance with the standards of the preceding paragraph, the Master Servicer shall advance or cause to be advanced funds as necessary for the purpose of effecting the payment of taxes and assessments on the Mortgaged Properties, which advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.06, and further as provided in Section 3.08. All costs incurred by the Master Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balance under the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. The Master Servicer shall deliver a list of Servicing Officers to the Trustee by the Closing Date. In addition, the Master Servicer shall administer the Mortgage Insurance Policy on behalf of itself, the Sellers, the Depositor, and the Trustee for the benefit of the Certificateholders, when it is necessary to make claims and receive payments under the Mortgage Insurance Policy. In connection with its activities as Master Servicer of the Mortgage Loans, the Master Servicer agrees to present, on behalf of itself, the Trustee and the Certificateholders, claims to the insurer under any primary insurance policies and, in this regard, to take any reasonable action necessary to permit recovery under any primary insurance policies respecting defaulted Mortgage Loans. Any amounts collected by the Master Servicer under any primary insurance policies shall be deposited in the Certificate Account. The Master Servicer shall take whatever action is appropriate to maximize the amounts payable under the Mortgage Insurance Policy and to service the Covered Mortgage Loans in the manner required by the Mortgage Insurance Policy. The Master Servicer shall prepare and submit all claims eligible for submission under the Mortgage Insurance Policy and shall, except as otherwise specified in this Agreement, shall perform all of the obligations of the insured under the Mortgage Insurance Policy. If the Mortgage Insurance Policy is terminated for any reason other than the exhaustion of its coverage, or if the financial strength rating of the Mortgage Insurer is reduced to below investment grade, the Master Servicer will use its best efforts to obtain a comparable policy from an insurer that is acceptable to the Rating Agencies. The replacement policy shall provide coverage equal to the then remaining coverage of the applicable Mortgage Insurance Policy, if available. However, if the premium cost of a replacement policy exceeds the premium cost of the Mortgage Insurance Policy, the coverage amount of the replacement policy will be reduced so that its premium cost will not exceed the premium cost of the Mortgage Insurance Policy. In the event that a shortfall in any collection on or liability with respect to any Mortgage Loan results from or is attributable to adjustments to Mortgage Rates, Scheduled Payments or Stated Principal Balances that were made by the Master Servicer in a manner not consistent with the terms of the related Mortgage Note and this Agreement, the Master Servicer, upon discovery or receipt of notice thereof, immediately shall deliver to the Trustee for deposit in the Distribution Account from its own funds the amount of any such shortfall and shall indemnify and hold harmless the Trust Fund, the Trustee, the Depositor and any successor master servicer in respect of any such liability. Such indemnities shall survive the termination or discharge of this Agreement. Notwithstanding the foregoing, this Section 3.01 shall not limit the ability of the Master Servicer to seek recovery of any such amounts from the related Mortgagor under the terms of the related Mortgage Note, as permitted by law and shall not be an expense of the Trust.

Master Servicer to Service Mortgage Loans. For and on behalf of the Certificateholders, the Master Servicer shall service and administer the Mortgage Loans in accordance with customary and usual standards of practice of prudent mortgage loan lenders in the respective states in which the Mortgaged Properties are located, including taking all required and appropriate actions under each Required Insurance Policy and taking all required and appropriate actions under the Mortgage Insurance Policy on behalf of the Co-Trustee, other than the payment of the Mortgage Insurance Premium and obtaining the approval of the Mortgage Insurer with respect to the appointment of a successor servicer. In connection with such servicing and administration, the Master Servicer shall have full power and authority, acting alone and/or through subservicers as provided in Section 3.02 hereof, subject to the terms hereof (i) to execute and deliver, on behalf of the Certificateholders this Agreement and the Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds, other Liquidation Proceeds and Subsequent Recoveries, and (iv) subject to Section 3.12(b), to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that the Master Servicer shall take no action that is inconsistent with or prejudices the interests of the Trustee or the Certificateholders in any Mortgage Loan or the rights and interests of the Depositor and the Trustee under this AgreementServicing Standard. The Master Servicer shall represent and protect the interest of the Trustee in the same manner as it currently protects its own interest in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan and shall not make or permit any modification, waiver waiver, or amendment of any term of any Mortgage Loan which that would (i) cause any REMIC formed hereunder created under this Agreement to fail to qualify as a REMIC, (ii) REMIC or result in the imposition of any tax under section 860(a860F(a) or 860(dsection 860G(d) of the Code or (iii) cause any Covered Mortgage Loan to not be covered by the Mortgage Insurance Policy, but in any case the Master Servicer shall not act in any manner that is a lesser standard than that provided in the first sentence of this Section 3.01Code. Without limiting the generality of the foregoing, the Master Servicer, in its own name or in the name of the Backup Servicer or the Depositor and the Trustee, is hereby authorized and empowered by the Depositor Depositor, Backup Servicer, and the Trustee, when the Master Servicer or the Backup Servicer, as the case may be, believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Backup Servicer, the Depositor, the Certificateholders 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 with respect to the Mortgaged Properties held for the benefit of the Certificateholders. The Master Servicer shall prepare and deliver to the Depositor and/or or the Trustee such any documents requiring execution and delivery by any either or all both of them as are necessary or appropriate to enable the Master Servicer or the Backup Servicer to service and administer the Mortgage LoansLoans to the extent that the Master Servicer or the Backup Servicer is not permitted to execute and deliver such documents pursuant to the preceding sentence. Upon receipt of such the documents, the Depositor and/or or the Trustee shall execute such the documents and deliver them to the Master Servicer. The Master Servicer further is authorized and empowered by the Trustee, on behalf of the Certificateholders and the Trustee, in its own name or in the name of the Subservicer, when the Master Servicer or the SubservicerBackup Servicer, as the case may be, believes it appropriate in its best judgment to register any Mortgage Loan on the MERS® System, or cause the removal from the registration of any Mortgage Loan on the MERS® System, to execute and deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Trustee and its successors and assignsapplicable. In accordance with and to the standards extent of the preceding paragraphServicing Standard, the Master Servicer shall advance or cause funds necessary to be advanced funds as necessary for the purpose of effecting effect the payment of taxes and assessments on the Mortgaged Properties, which advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.063.07, and further as provided in Section 3.083.09. All The costs incurred by the Master Servicer, if any, Servicer in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balance under Balances of the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. The Master Servicer shall deliver a list of Servicing Officers to the Trustee by the Closing Date. In addition, the Master Servicer shall administer the Mortgage Insurance Policy on behalf of itself, the Sellers, the Depositor, and the Trustee for the benefit of the Certificateholders, when it is necessary to make claims and receive payments under the Mortgage Insurance Policy. In connection with its activities as Master Servicer of the Mortgage Loans, the Master Servicer agrees to present, on behalf of itself, the Trustee and the Certificateholders, claims to the insurer under any primary insurance policies and, in this regard, to take any reasonable action necessary to permit recovery under any primary insurance policies respecting defaulted Mortgage Loans. Any amounts collected by the Master Servicer under any primary insurance policies shall be deposited in the Certificate Account. The Master Servicer shall take whatever action is appropriate to maximize the amounts payable under the Mortgage Insurance Policy and to service the Covered Mortgage Loans in the manner required by the Mortgage Insurance Policy. The Master Servicer shall prepare and submit all claims eligible for submission under the Mortgage Insurance Policy and shall, except as otherwise specified in this Agreement, perform all of the obligations of the insured under the Mortgage Insurance Policy. If the Mortgage Insurance Policy is terminated for any reason other than the exhaustion of its coverage, or if the financial strength rating of the Mortgage Insurer is reduced to below investment grade, the Master Servicer will use its best efforts to obtain a comparable policy from an insurer that is acceptable to the Rating Agencies. The replacement policy shall provide coverage equal to the then remaining coverage of the applicable Mortgage Insurance Policy, if available. However, if the premium cost of a replacement policy exceeds the premium cost of the Mortgage Insurance Policy, the coverage amount of the replacement policy will be reduced so that its premium cost will not exceed the premium cost of the Mortgage Insurance Policy. In the event that a shortfall in any collection on or liability with respect to any Mortgage Loan results from or is attributable to adjustments to Mortgage Rates, Scheduled Payments or Stated Principal Balances that were made by the Master Servicer in a manner not consistent with the terms of the related Mortgage Note and this Agreement, the Master Servicer, upon discovery or receipt of notice thereof, immediately shall deliver to the Trustee for deposit in the Distribution Account from its own funds the amount of any such shortfall and shall indemnify and hold harmless the Trust Fund, the Trustee, the Depositor and any successor master servicer in respect of any such liability. Such indemnities shall survive the termination or discharge of this Agreement. Notwithstanding the foregoing, this Section 3.01 shall not limit the ability of the Master Servicer to seek recovery of any such amounts from the related Mortgagor under the terms of the related Mortgage Note, as permitted by law and shall not be an expense of the Trust.

Master Servicer to Service Mortgage Loans. For and on behalf of the Certificateholders, the Master Servicer shall service and administer the Mortgage Loans in accordance with customary and usual standards of practice of prudent mortgage loan lenders in the respective states in which the Mortgaged Properties are located, including taking all required and appropriate actions under each Required Insurance Policy and taking all required and appropriate actions under the Mortgage Insurance Policy on behalf of the Co-Trustee, other than the payment of the Mortgage Insurance Premium and obtaining the approval of the Mortgage Insurer with respect to the appointment of a successor servicer. In connection with such servicing and administration, the Master Servicer shall have full power and authority, acting alone and/or through subservicers as provided in Section 3.02 hereof, subject to the terms hereof (i) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds, other Liquidation Proceeds and Subsequent Recoveries, and (iv) subject to Section 3.12(b), to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that the Master Servicer shall take no action that is inconsistent with or prejudices the interests of the Trustee or the Certificateholders in any Mortgage Loan or the rights and interests of the Depositor and the Trustee under this Agreement. The Master Servicer shall represent and protect the interest of the Trustee in the same manner as it currently protects its own interest in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan and shall not make or permit any modification, waiver or amendment of any term of any Mortgage Loan which would (i) cause any REMIC formed hereunder to fail to qualify as a REMIC, (ii) result in the imposition of any tax under section 860(a) or 860(d) of the Code or (iii) cause any Covered Mortgage Loan to not be covered by the Mortgage Insurance Policy, but in any case the Master Servicer shall not act in any manner that is a lesser standard than that provided in the first sentence of this Section 3.01. Without limiting the generality of the foregoing, the Master Servicer, in its own name or in the name of the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, when the Master Servicer believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to the Mortgage Loans, and with respect to the Mortgaged Properties held for the benefit of the Certificateholders. The Master Servicer shall prepare and deliver to the Depositor and/or the Trustee such documents requiring execution and delivery by any or all of them as are necessary or appropriate to enable the Master Servicer to service and administer the Mortgage Loans. Upon receipt of such documents, the Depositor and/or the Trustee shall execute such documents and deliver them to the Master Servicer. The Master Servicer further is authorized and empowered by the Trustee, on behalf of the Certificateholders and the Trustee, in its own name or in the name of the Subservicer, when the Master Servicer or the Subservicer, as the case may be, believes it appropriate in its best judgment to register any Mortgage Loan on the MERS® System, or cause the removal from the registration of any Mortgage Loan on the MERS® System, to execute and deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Trustee and its successors and assigns. In accordance with the standards of the preceding paragraph, the Master Servicer shall advance or cause to be advanced funds as necessary for the purpose of effecting the payment of taxes and assessments on the Mortgaged Properties, which advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.06, and further as provided in Section 3.08. All costs incurred by the Master Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balance under the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. The Master Servicer shall deliver a list of Servicing Officers to the Trustee by the Closing Date. In addition, the Master Servicer shall administer the Mortgage Insurance Policy on behalf of itself, the Sellers, the Depositor, Depositor and the Trustee for the benefit of the Certificateholders, when it is necessary to make claims and receive payments under the Mortgage Insurance Policy. In connection with its activities as Master Servicer of the Mortgage Loans, the Master Servicer agrees to present, on behalf of itself, the Trustee and the Certificateholders, claims to the insurer under any primary insurance policies and, in this regard, to take any reasonable action necessary to permit recovery under any primary insurance policies respecting defaulted Mortgage Loans. Any amounts collected by the Master Servicer under any primary insurance policies shall be deposited in the Certificate Account. The Master Servicer shall take whatever action is appropriate to maximize the amounts payable under the Mortgage Insurance Policy and to service the Covered Mortgage Loans in the manner required by the Mortgage Insurance Policy. The Master Servicer shall prepare and submit all claims eligible for submission under the Mortgage Insurance Policy and shall, except as otherwise specified in this Agreement, perform all of the obligations of the insured under the Mortgage Insurance Policy. If the Mortgage Insurance Policy is terminated for any reason other than the exhaustion of its coverage, or if the financial strength rating of the Mortgage Insurer is reduced to below investment grade, the Master Servicer will use its best efforts to obtain a comparable policy from an insurer that is acceptable to the Rating Agencies. The replacement policy policy, if available, shall provide coverage equal to the then remaining coverage of the applicable Mortgage Insurance Policy, if available. However, if the premium cost of a replacement policy exceeds the premium cost of the Mortgage Insurance Policy, the coverage amount of the replacement policy will be reduced so that its premium cost will not exceed the premium cost of the Mortgage Insurance Policy. In the event that a shortfall in any collection on or liability with respect to any Mortgage Loan results from or is attributable to adjustments to Mortgage Rates, Scheduled Payments or Stated Principal Balances that were made by the Master Servicer in a manner not consistent with the terms of the related Mortgage Note and this Agreement, the Master Servicer, upon discovery or receipt of notice thereof, immediately shall deliver to the Trustee for deposit in the Distribution Account from its own funds the amount of any such shortfall and shall indemnify and hold harmless the Trust Fund, the Trustee, the Depositor and any successor master servicer in respect of any such liability. Such indemnities shall survive the termination or discharge of this Agreement. Notwithstanding the foregoing, this Section 3.01 shall not limit the ability of the Master Servicer to seek recovery of any such amounts from the related Mortgagor under the terms of the related Mortgage Note, as permitted by law and shall not be an expense of the Trust.

Master Servicer to Service Mortgage Loans. For and on behalf of the Certificateholders, the Master Servicer shall service and administer the Mortgage Loans in accordance with customary and usual standards of practice of prudent mortgage loan lenders in the respective states in which the Mortgaged Properties are located, including taking all required and appropriate actions under each Required Insurance Policy and taking all required and appropriate actions under the Mortgage Insurance Policy on behalf of the Co-Trustee, other than the payment of the Mortgage Insurance Premium and obtaining the approval of the Mortgage Insurer with respect to the appointment of a successor servicer. In connection with such servicing and administration, the Master Servicer shall have full power and authority, acting alone and/or through subservicers as provided in Section 3.02 hereof, subject to the terms hereof (i) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds, Proceeds (other than proceeds of the Mortgage Pool Insurance Policy) and other Liquidation Proceeds and Subsequent RecoveriesProceeds, and (iv) subject to Section 3.12(b3.12(a), to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that the Master Servicer shall take no action that is inconsistent with or prejudices the interests of the Trustee Trustee, the Mortgage Pool Insurer or the Certificateholders in any Mortgage Loan or the rights and interests of the Depositor and the Trustee under this Agreement and the Mortgage Pool Insurer under the Insurance Agreement. The Master Servicer shall represent and protect the interest of the Trustee and the Mortgage Pool Insurer in the same manner as it currently protects its own interest in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan and shall not make or permit any modification, waiver or amendment of any term of any Mortgage Loan which would change the Mortgage Rate thereon, reduce or increase the principal balance thereof (i) except for reductions resulting from actual payments of principal), extend the final maturity date thereof by more than three months or cause any REMIC formed hereunder to fail to qualify as a REMIC, (ii) REMIC or result in the imposition of any tax under section Section 860(a) or 860(d) of the Code or (iii) cause any Covered Mortgage Loan to not be covered by the Mortgage Insurance PolicyCode, but in any case the Master Servicer shall not act in any manner that is a lesser standard than that provided in the first sentence of this Section 3.01. Without limiting the generality of the foregoing, the Master Servicer, in its own name or in the name of the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, when the Master Servicer believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to the Mortgage Loans, and with respect to the Mortgaged Properties held for the benefit of the Certificateholders. The Master Servicer shall prepare and deliver to the Depositor and/or the Trustee such documents requiring execution and delivery by any or all of them as are necessary or appropriate to enable the Master Servicer to service and administer the Mortgage Loans. Upon receipt of such documents, the Depositor and/or the Trustee shall execute such documents and deliver them to the Master Servicer. The Master Servicer further is authorized and empowered by the Trustee, on behalf of the Certificateholders and the Trustee, in its own name or in the name of the Subservicer, when the Master Servicer or the Subservicer, as the case may be, believes it appropriate in its best judgment to register any Mortgage Loan on the MERS® System, or cause the removal from the registration of any Mortgage Loan on the MERS® System, to execute and deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Trustee and its successors and assigns. In accordance with the standards of the preceding paragraph, the Master Servicer shall advance or cause to be advanced funds as necessary for the purpose of effecting the payment of taxes and assessments on the Mortgaged Properties, which advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.06, and further as provided in Section 3.08. All costs incurred by the Master Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balance under the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. The Master Servicer shall deliver a list of Servicing Officers to the Trustee by the Closing Date. In addition, the Master Servicer shall administer the Mortgage Insurance Policy on behalf of itself, the Sellers, the Depositor, and the Trustee for the benefit of the Certificateholders, when it is necessary to make claims and receive payments under the Mortgage Insurance Policy. In connection with its activities as Master Servicer of the Mortgage Loans, the Master Servicer agrees to present, on behalf of itself, the Trustee and the Certificateholders, claims to the insurer under any primary insurance policies and, in this regard, to take any reasonable action necessary to permit recovery under any primary insurance policies respecting defaulted Mortgage Loans. Any amounts collected by the Master Servicer under any primary insurance policies shall be deposited in the Certificate Account. The Master Servicer shall take whatever action is appropriate to maximize the amounts payable under the Mortgage Insurance Policy and to service the Covered Mortgage Loans in the manner required by the Mortgage Insurance Policy. The Master Servicer shall prepare and submit all claims eligible for submission under the Mortgage Insurance Policy and shall, except as otherwise specified in this Agreement, perform all of the obligations of the insured under the Mortgage Insurance Policy. If the Mortgage Insurance Policy is terminated for any reason other than the exhaustion of its coverage, or if the financial strength rating of the Mortgage Insurer is reduced to below investment grade, the Master Servicer will use its best efforts to obtain a comparable policy from an insurer that is acceptable to the Rating Agencies. The replacement policy shall provide coverage equal to the then remaining coverage of the applicable Mortgage Insurance Policy, if available. However, if the premium cost of a replacement policy exceeds the premium cost of the Mortgage Insurance Policy, the coverage amount of the replacement policy will be reduced so that its premium cost will not exceed the premium cost of the Mortgage Insurance Policy. In the event that a shortfall in any collection on or liability with respect to any Mortgage Loan results from or is attributable to adjustments to Mortgage Rates, Scheduled Payments or Stated Principal Balances that were made by the Master Servicer in a manner not consistent with the terms of the related Mortgage Note and this Agreement, the Master Servicer, upon discovery or receipt of notice thereof, immediately shall deliver to the Trustee for deposit in the Distribution Account from its own funds the amount of any such shortfall and shall indemnify and hold harmless the Trust Fund, the Trustee, the Depositor and any successor master servicer in respect of any such liability. Such indemnities shall survive the termination or discharge of this Agreement. Notwithstanding the foregoing, this Section 3.01 shall not limit the ability of the Master Servicer to seek recovery of any such amounts from the related Mortgagor under the terms of the related Mortgage Note, as permitted by law and shall not be an expense of the Trust.the

Master Servicer to Service Mortgage Loans. For and on behalf of the Certificateholders, the Master Servicer shall service and administer the Mortgage Loans in accordance with customary and usual standards of practice of prudent mortgage loan lenders in the respective states in which the Mortgaged Properties are located, including taking all required and appropriate actions under each Required Insurance Policy and taking all required and appropriate actions under the Mortgage Insurance Policy on behalf of the Co-Trustee, other than the payment of the Mortgage Insurance Premium and obtaining the approval of the Mortgage Insurer with respect to the appointment of a successor servicer. In connection with such servicing and administration, the Master Servicer shall have full power and authority, acting alone and/or through subservicers as provided in Section 3.02 hereof, subject to the terms hereof (i) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds, other Liquidation Proceeds and Subsequent Recoveries, and (iv) subject to Section 3.12(b), to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that the Master Servicer shall take no action that is inconsistent with or prejudices the interests of the Trustee or the Certificateholders in any Mortgage Loan or the rights and interests of the Depositor and the Trustee under this Agreement. The Master Servicer shall represent and protect the interest of the Trustee in the same manner as it currently protects its own interest in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan and shall not make or permit any modification, waiver or amendment of any term of any Mortgage Loan which would (i) cause any REMIC formed hereunder to fail to qualify as a REMIC, (ii) result in the imposition of any tax under section 860(a) or 860(d) of the Code or (iii) cause any Covered Mortgage Loan to not be covered by the Mortgage Insurance Policy, but in any case the Master Servicer shall not act in any manner that is a lesser standard than that provided in the first sentence of this Section 3.01. Without limiting the generality of the foregoing, the Master Servicer, in its own name or in the name of the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, when the Master Servicer believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to the Mortgage Loans, and with respect to the Mortgaged Properties held for the benefit of the Certificateholders. The Master Servicer shall prepare and deliver to the Depositor and/or the Trustee such documents requiring execution and delivery by any or all of them as are necessary or appropriate to enable the Master Servicer to service and administer the Mortgage Loans. Upon receipt of such documents, the Depositor and/or the Trustee shall execute such documents and deliver them to the Master Servicer. The Master Servicer further is authorized and empowered by the Trustee, on behalf of the Certificateholders and the Trustee, in its own name or in the name of the Subservicer, when the Master Servicer or the Subservicer, as the case may be, believes it appropriate in its best judgment to register any Mortgage Loan on the MERS® MERS(r) System, or cause the removal from the registration of any Mortgage Loan on the MERS® MERS(r) System, to execute and deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Trustee and its successors and assigns. In accordance with the standards of the preceding paragraph, the Master Servicer shall advance or cause to be advanced funds as necessary for the purpose of effecting the payment of taxes and assessments on the Mortgaged Properties, which advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.06, and further as provided in Section 3.08. All costs incurred by the Master Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balance under the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. The Master Servicer shall deliver a list of Servicing Officers to the Trustee by the Closing Date. In addition, the Master Servicer shall administer the Mortgage Insurance Policy on behalf of itself, the Sellers, the Depositor, and the Trustee for the benefit of the Certificateholders, when it is necessary to make claims and receive payments under the Mortgage Insurance Policy. In connection with its activities as Master Servicer of the Mortgage Loans, the Master Servicer agrees to present, on behalf of itself, the Trustee and the Certificateholders, claims to the insurer under any primary insurance policies and, in this regard, to take any reasonable action necessary to permit recovery under any primary insurance policies respecting defaulted Mortgage Loans. Any amounts collected by the Master Servicer under any primary insurance policies shall be deposited in the Certificate Account. The Master Servicer shall take whatever action is appropriate to maximize the amounts payable under the Mortgage Insurance Policy and to service the Covered Mortgage Loans in the manner required by the Mortgage Insurance Policy. The Master Servicer shall prepare and submit all claims eligible for submission under the Mortgage Insurance Policy and shall, except as otherwise specified in this Agreement, shall perform all of the obligations of the insured under the Mortgage Insurance Policy. If the Mortgage Insurance Policy is terminated for any reason other than the exhaustion of its coverage, or if the financial strength rating of the Mortgage Insurer is reduced to below investment grade, the Master Servicer will use its best efforts to obtain a comparable policy from an insurer that is acceptable to the Rating Agencies. The replacement policy shall provide coverage equal to the then remaining coverage of the applicable Mortgage Insurance Policy, if available. However, if the premium cost of a replacement policy exceeds the premium cost of the Mortgage Insurance Policy, the coverage amount of the replacement policy will be reduced so that its premium cost will not exceed the premium cost of the Mortgage Insurance Policy. In the event that a shortfall in any collection on or liability with respect to any Mortgage Loan results from or is attributable to adjustments to Mortgage Rates, Scheduled Payments or Stated Principal Balances that were made by the Master Servicer in a manner not consistent with the terms of the related Mortgage Note and this Agreement, the Master Servicer, upon discovery or receipt of notice thereof, immediately shall deliver to the Trustee for deposit in the Distribution Account from its own funds the amount of any such shortfall and shall indemnify and hold harmless the Trust Fund, the Trustee, the Depositor and any successor master servicer in respect of any such liability. Such indemnities shall survive the termination or discharge of this Agreement. Notwithstanding the foregoing, this Section 3.01 shall not limit the ability of the Master Servicer to seek recovery of any such amounts from the related Mortgagor under the terms of the related Mortgage Note, as permitted by law and shall not be an expense of the Trust.

Master Servicer to Service Mortgage Loans. For and on behalf of the Certificateholders, the Master Servicer shall service and administer the Mortgage Loans in accordance with the terms of (i) the Servicing Rights Transfer and Subservicing Agreement, pursuant to which First Tennessee Mortgage Services, Inc. engaged the Master Servicer to subservice the Mortgage Loans, (ii) this Agreement and (iii) the customary and usual standards of practice of prudent mortgage loan lenders in servicers; provided that if there is a conflict between the respective states in which the Mortgaged Properties are located, including taking all required and appropriate actions under each Required Insurance Policy and taking all required and appropriate actions under the Mortgage Insurance Policy on behalf terms of the Co-TrusteeServicing Agreement and the Servicing Rights Transfer and Subservicing Agreement, on the one hand, and this Agreement, on the other than hand, the payment terms of the Mortgage Insurance Premium and obtaining the approval of the Mortgage Insurer with respect to the appointment of a successor servicerthis Agreement shall prevail. In connection with such servicing and administration, the Master Servicer shall have full power and authority, acting alone and/or through subservicers Subservicers as provided in Section 3.02 3.2 hereof, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration, including but not limited to, the power and authority, subject to the terms hereof (i) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds, Proceeds and other Liquidation Proceeds and Subsequent RecoveriesProceeds, and (iv) subject to Section 3.12(b), to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that the Master Servicer shall not take no any action that is inconsistent with or prejudices the interests of the Trustee Trust Fund or the Certificateholders in any Mortgage Loan or the rights and interests of the Depositor Depositor, the Trustee and the Trustee Certificateholders under this Agreement. The Master Servicer shall represent and protect the interest interests of the Trustee Trust Fund in the same manner as it currently protects its own interest interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan Loan, and shall not make or permit any modification, waiver or amendment of any term of any Mortgage Loan which would (i) cause any the REMIC formed created hereunder to fail to qualify as a REMIC, (ii) REMIC or result in the imposition of any tax under section 860(aSection 860F(a) or 860(dSection 860G(d) of the Code or (iii) cause any Covered Mortgage Loan to not be covered by the Mortgage Insurance Policy, but in any case the Master Servicer shall not act in any manner that is a lesser standard than that provided in the first sentence of this Section 3.01Code. Without limiting the generality of the foregoing, the Master Servicer, in its own name or in the name of the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, when the Master Servicer believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to the Mortgage Loans, and with respect to the Mortgaged Properties held for the benefit of the Certificateholders. The Master Servicer shall prepare and deliver to the Depositor and/or the Trustee such documents requiring execution and delivery by any either or all both of them as are necessary or appropriate to enable the Master Servicer to service and administer the Mortgage LoansLoans to the extent that the Master Servicer is not permitted to execute and deliver such documents pursuant to the preceding sentence. Upon receipt of such documents, the Depositor and/or the Trustee shall execute such documents and deliver them to the Master Servicer. The Master Servicer further is authorized and empowered by the Trustee, on behalf of the Certificateholders and the Trustee, in its own name or in the name of the Subservicer, when the Master Servicer or the Subservicer, Subservicer as the case may be, believes it appropriate in its best judgment to register any Mortgage Loan on the MERS® MERSr System, or cause the removal from the registration of any Mortgage Loan on the MERS® MERSr System, to execute and deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Trustee and its successors and assigns. In accordance with the standards of the preceding paragraph, the Master Servicer shall advance or cause to be advanced funds as necessary for the purpose of effecting the payment of taxes and assessments on the Mortgaged Properties, which advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.063.6, and further as provided in Section 3.083.8. All The costs incurred by the Master Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balance under Balances of the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. The Master Servicer shall deliver a list of Servicing Officers to the Trustee by the Closing Date. In addition, the Master Servicer shall administer the Mortgage Insurance Policy on behalf of itself, the Sellers, the Depositor, and the Trustee for the benefit of the Certificateholders, when it is necessary to make claims and receive payments under the Mortgage Insurance Policy. In connection with its activities as Master Servicer of the Mortgage Loans, the Master Servicer agrees to present, on behalf of itself, the Trustee and the Certificateholders, claims to the insurer under any primary insurance policies and, in this regard, to take any reasonable action necessary to permit recovery under any primary insurance policies respecting defaulted Mortgage Loans. Any amounts collected by the Master Servicer under any primary insurance policies shall be deposited in the Certificate Account. The Master Servicer shall take whatever action is appropriate to maximize the amounts payable under the Mortgage Insurance Policy and to service the Covered Mortgage Loans in the manner required by the Mortgage Insurance Policy. The Master Servicer shall prepare and submit all claims eligible for submission under the Mortgage Insurance Policy and shall, except as otherwise specified in this Agreement, perform all of the obligations of the insured under the Mortgage Insurance Policy. If the Mortgage Insurance Policy is terminated for any reason other than the exhaustion of its coverage, or if the financial strength rating of the Mortgage Insurer is reduced to below investment grade, the Master Servicer will use its best efforts to obtain a comparable policy from an insurer that is acceptable to the Rating Agencies. The replacement policy shall provide coverage equal to the then remaining coverage of the applicable Mortgage Insurance Policy, if available. However, if the premium cost of a replacement policy exceeds the premium cost of the Mortgage Insurance Policy, the coverage amount of the replacement policy will be reduced so that its premium cost will not exceed the premium cost of the Mortgage Insurance Policy. In the event that a shortfall in any collection on or liability with respect to any Mortgage Loan results from or is attributable to adjustments to Mortgage Rates, Scheduled Payments or Stated Principal Balances that were made by the Master Servicer in a manner not consistent with the terms of the related Mortgage Note and this Agreement, the Master Servicer, upon discovery or receipt of notice thereof, immediately shall deliver to the Trustee for deposit in the Distribution Account from its own funds the amount of any such shortfall and shall indemnify and hold harmless the Trust Fund, the Trustee, the Depositor and any successor master servicer in respect of any such liability. Such indemnities shall survive the termination or discharge of this Agreement. Notwithstanding the foregoing, this Section 3.01 shall not limit the ability of the Master Servicer to seek recovery of any such amounts from the related Mortgagor under the terms of the related Mortgage Note, as permitted by law and shall not be an expense of the Trust.

Master Servicer to Service Mortgage Loans. For and on behalf of the Certificateholders, the Master Servicer shall service and administer the Mortgage Loans in accordance with customary and usual standards of practice of prudent mortgage loan lenders in the respective states in which the Mortgaged Properties are located, including taking all required and appropriate actions under each Required Insurance Policy and taking all required and appropriate actions under the Mortgage Insurance Policy on behalf of the Co-Trustee, other than the payment of the Mortgage Insurance Premium and obtaining the approval of the related Mortgage Insurer with respect to the appointment of a successor servicer. In connection with such servicing and administration, the Master Servicer shall have full power and authority, acting alone and/or through subservicers as provided in Section 3.02 hereof, subject to the terms hereof (i) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds, Proceeds and other Liquidation Proceeds and Subsequent RecoveriesProceeds, and (iv) subject to Section 3.12(b3.12(a), to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that the Master Servicer shall take no action that is inconsistent with or prejudices the interests of the Trustee or the Certificateholders in any Mortgage Loan or the rights and interests of the Depositor and the Trustee under this Agreement. The Master Servicer shall represent and protect the interest of the Trustee in the same manner as it currently protects its own interest in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan and shall not make or permit any modification, waiver or amendment of any term of any Mortgage Loan which would (i) cause any REMIC formed hereunder to fail to qualify as a REMIC, (ii) result in the imposition of any tax under section 860(a) or 860(d) of the Code or (iii) cause any Covered Mortgage Loan to not be covered by the Mortgage Insurance PolicyPolicy unless the Loan-to-Value Ratio is less than 65%, but in any case the Master Servicer shall not act in any manner that is a lesser standard than that provided in the first sentence of this Section 3.01. Without limiting the generality of the foregoing, the Master Servicer, in its own name or in the name of the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, when the Master Servicer believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to the Mortgage Loans, and with respect to the Mortgaged Properties held for the benefit of the Certificateholders. The Master Servicer shall prepare and deliver to the Depositor and/or the Trustee such documents requiring execution and delivery by any or all of them as are necessary or appropriate to enable the Master Servicer to service and administer the Mortgage Loans. Upon receipt of such documents, the Depositor and/or the Trustee shall execute such documents and deliver them to the Master Servicer. The Master Servicer further is authorized and empowered by the Trustee, on behalf of the Certificateholders and the Trustee, in its own name or in the name of the Subservicer, when the Master Servicer or the Subservicer, as the case may be, believes it appropriate in its best judgment to register any Mortgage Loan on the MERS® MERS(R) System, or cause the removal from the registration of any Mortgage Loan on the MERS® MERS(R) System, to execute and deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Trustee and its successors and assigns. In accordance with the standards of the preceding paragraph, the Master Servicer shall advance or cause to be advanced funds as necessary for the purpose of effecting the payment of taxes and assessments on the Mortgaged Properties, which advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.06, and further as provided in Section 3.08. All costs incurred by the Master Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balance under the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. The Master Servicer shall deliver a list of Servicing Officers to the Trustee by the Closing Date. In addition, the Master Servicer shall administer the Mortgage Insurance Policy on behalf of itself, the SellersSeller, the Depositor, and the Trustee for the benefit of the Certificateholders, when it is necessary to make claims and receive payments under the Mortgage Insurance Policy. In connection with its activities as Master Servicer of the Mortgage Loans, the Master Servicer agrees to present, on behalf of itself, the Trustee and the Certificateholders, claims to the insurer under any primary insurance policies and, in this regard, to take any reasonable action necessary to permit recovery under any primary insurance policies respecting defaulted Mortgage Loans. Any amounts collected by the Master Servicer under any primary insurance policies shall be deposited in the Certificate Account. The Master Servicer shall take whatever action is appropriate to maximize the amounts payable under the Mortgage Insurance Policy and to service the Covered Mortgage Loans in the manner required by the Mortgage Insurance Policy. The Master Servicer shall prepare and submit all claims eligible for submission under the Mortgage Insurance Policy and shall, except as otherwise specified in this Agreement, perform all of the obligations of the insured under the Mortgage Insurance Policy. If the Mortgage Insurance Policy is terminated for any reason other than the exhaustion of its coverage, or if the financial strength rating of the Mortgage Insurer is reduced to below investment grade, the Master Servicer will use its best efforts to obtain a comparable policy from an insurer that is acceptable to the Rating Agencies. The replacement policy shall provide coverage equal to the then remaining coverage of the applicable Mortgage Insurance Policy, if available. However, if the premium cost of a replacement policy exceeds the premium cost of the Mortgage Insurance Policy, the coverage amount of the replacement policy will be reduced so that its premium cost will not exceed the premium cost of the Mortgage Insurance Policy. In the event that a shortfall in any collection on or liability with respect to any Mortgage Loan results from or is attributable to adjustments to Mortgage Rates, Scheduled Payments or Stated Principal Balances that were made by the Master Servicer in a manner not consistent with the terms of the related Mortgage Note and this Agreement, the Master Servicer, upon discovery or receipt of notice thereof, immediately shall deliver to the Trustee for deposit in the Distribution Account from its own funds the amount of any such shortfall and shall indemnify and hold harmless the Trust Fund, the Trustee, the Depositor and any successor master servicer in respect of any such liability. Such indemnities shall survive the termination or discharge of this Agreement. Notwithstanding the foregoing, this Section 3.01 shall not limit the ability of the Master Servicer to seek recovery of any such amounts from the related Mortgagor under the terms of the related Mortgage Note, as permitted by law and shall not be an expense of the Trust.

Master Servicer to Service Mortgage Loans. For and on behalf of the Certificateholders, the (i) The Master Servicer shall service and administer the Mortgage Loans in accordance a manner consistent with customary the terms of this Agreement and usual standards of with general industry practice of prudent mortgage loan lenders in the respective states in which the Mortgaged Properties are located, including taking all required and appropriate actions under each Required Insurance Policy and taking all required and appropriate actions under the Mortgage Insurance Policy on behalf of the Co-Trustee, other than the payment of the Mortgage Insurance Premium and obtaining the approval of the Mortgage Insurer with respect to the appointment of a successor servicer. In connection with such servicing and administration, the Master Servicer shall have full power and authority, acting alone and/or or through subservicers as provided in Section 3.02 hereof, subject to the terms hereof (i) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds, other Liquidation Proceeds and Subsequent Recoveries, and (iv) subject to Section 3.12(b)a subservicer, to effectuate foreclosure do any and all things in connection with such servicing and administration which it may deem necessary or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided desirable, it being understood, however, that the Master Servicer shall take no action that is inconsistent with or prejudices at all times remain responsible to the interests of Trustees, the Trustee or the Certificateholders in any Mortgage Loan or the rights and interests of the Depositor Securityholders and the Trustee under this AgreementCredit Enhancer for the performance of its duties and obligations hereunder in accordance with the terms hereof. The Master Servicer shall represent and protect the interest Any amounts received by any subservicer in respect of the Trustee in the same manner as it currently protects its own interest in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan and shall not make or permit any modification, waiver or amendment of any term of any Mortgage Loan which would (i) cause any REMIC formed hereunder be deemed to fail to qualify as a REMIC, (ii) result in the imposition of any tax under section 860(a) or 860(d) of the Code or (iii) cause any Covered Mortgage Loan to not be covered have been received by the Mortgage Insurance Policy, but in any case the Master Servicer shall whether or not act in any manner that is a lesser standard than that provided in the first sentence of this Section 3.01actually received by it. Without limiting the generality of the foregoing, the Master ServicerServicer shall continue, in its own name or in the name of the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, when the Master Servicer believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of itself, the Securityholders and the Trustee, the Depositor, the Certificateholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to the Mortgage Loans, Loans and with respect to the Mortgaged Properties held for the benefit of the CertificateholdersProperties. The Trustee shall, upon the written request of a Servicing Officer, furnish the Master Servicer shall prepare with any powers of attorney and deliver to the Depositor and/or the Trustee such other documents requiring execution and delivery by any or all of them as are necessary or appropriate to enable the Master Servicer to service carry out its servicing and administer the Mortgage Loans. Upon receipt of such documents, the Depositor and/or the Trustee shall execute such documents and deliver them to the Master Serviceradministrative duties hereunder. The Master Servicer further is authorized and empowered by in such capacity may also consent to the Trustee, on behalf placing of the Certificateholders and the Trustee, in its own name or in the name of the Subservicer, when the Master Servicer or the Subservicer, as the case may be, believes it appropriate in its best judgment a lien senior to register any Mortgage Loan on the MERS® System, or cause the removal from the registration that of any Mortgage Loan on the MERS® Systemrelated Mortgaged Property, provided that (x) such Mortgage succeeded to execute a first lien position after the related Mortgage Loan was conveyed to the Trust and, immediately following the placement of such senior lien, such Mortgage is in a second lien position and deliver, on behalf the outstanding principal amount of the Trustee mortgage loan secured by such subsequent senior lien is no greater than the outstanding principal amount of the senior mortgage loan secured by the Mortgaged Property as of the date the related Mortgage Loan was originated; or (y) the Mortgage relating to such Mortgage Loan was in a second lien position as of the Cut-off Date and the Certificateholders or any of them, any new senior lien secures a mortgage loan that refinances an existing first mortgage loan and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Trustee and its successors and assigns. In accordance with the standards outstanding principal amount of the preceding paragraphreplacement first mortgage loan immediately following such refinancing is not greater than the outstanding principal amount of such existing first mortgage loan at the date of origination of such Mortgage Loan; provided, further, that such senior lien does not secure a note that provides for negative amortization. Notwithstanding the foregoing, the Master Servicer shall advance or cause can consent to be advanced funds as necessary for the purpose placing of effecting the payment liens senior to that of taxes and assessments a Mortgage on the related Mortgaged Properties, Property which advances shall be reimbursable have a principal balance in excess of the principal balance of the senior lien it replaces on Mortgage Loans having in the first instance from related collections from aggregate Asset Balances not in excess of ___% of the Mortgagors pursuant Cut-off Date Pool Balance; provided, however, that, with respect to Section 3.06Mortgage Loans which as of the Cut-off Date had Combined Loan-to-Value Ratios in excess of ___%, and further as provided in Section 3.08. All costs incurred by the Master Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal aggregate Asset Balance under the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans with respect to which the senior lien may be so permitmodified shall not exceed _____% of the Cut-off Date Pool Balance (such ___% and _____% herein referred to as the "Increased Senior Lien Limitation"). Any such increase to the principal balance of the senior lien shall not exceed the greater of $_______ and _____% of the principal balance of the senior lien prior to such increase. The Master Servicer shall deliver a list may also, without prior approval from the Rating Agencies or the Credit Enhancer, increase the Credit Limits on Mortgage Loans provided that (i) new appraisals are obtained and the Combined Loan-to-Value Ratios of Servicing Officers the Mortgage Loans after giving effect to such increase are less than or equal to the Trustee by Combined Loan-to-Value Ratios or the Closing DateMortgage Loans as of the Cut-off Date and (ii) such increases are consistent with the Master Servicer's underwriting policies. In addition, the Master Servicer shall administer may increase the Credit Limits on Mortgage Insurance Policy on behalf Loans having aggregate balances of itself, the Sellers, the Depositor, and the Trustee for the benefit up to ____% of the Certificateholdersaggregate Cut-off Date Pool Balance, when it is necessary to make claims and receive payments under without obtaining new appraisals provided that (i) the Mortgage Insurance Policy. In connection with its activities as Master Servicer increase in the Credit Limit does not cause the Combined Loan-to-Value Ratios of the Mortgage LoansLoans to exceed _____% and (ii) the increase is consistent with the Master Servicer's underwriting policies. Furthermore, the Master Servicer agrees may, without prior approval from the Rating Agencies and the Credit Enhancer solicit Mortgagors for a reduction in Loan Rates; provided that the Master Servicer can only reduce such Loan Rates on up to present____% of the Mortgage Loans by Cut-off Date Pool Balance. Any such solicitations shall not result in a reduction in the weighted average Gross Margin of the Mortgage Loans in the pool by more than ____ basis points taking into account any such prior reductions. In addition, on behalf the Master Servicer may agree to changes in the terms of itself, a Mortgage Loan at the request of the Mortgagor provided that such changes (i) do not materially and adversely affect the interests of Securityholders or the Credit Enhancer and (ii) are consistent with prudent and customary business practice as evidenced by a certificate signed by a Servicing Officer delivered to the Trustee and the Certificateholders, claims Credit Enhancer. In addition to the insurer under any primary insurance policies and, in this regard, to take any reasonable action necessary to permit recovery under any primary insurance policies respecting defaulted Mortgage Loans. Any amounts collected by the Master Servicer under any primary insurance policies shall be deposited in the Certificate Account. The Master Servicer shall take whatever action is appropriate to maximize the amounts payable under the Mortgage Insurance Policy and to service the Covered Mortgage Loans in the manner required by the Mortgage Insurance Policy. The Master Servicer shall prepare and submit all claims eligible for submission under the Mortgage Insurance Policy and shall, except as otherwise specified in this Agreement, perform all of the obligations of the insured under the Mortgage Insurance Policy. If the Mortgage Insurance Policy is terminated for any reason other than the exhaustion of its coverage, or if the financial strength rating of the Mortgage Insurer is reduced to below investment gradeforegoing, the Master Servicer will use its best efforts may solicit Mortgagors to obtain a comparable policy from an insurer that is acceptable to the Rating Agencies. The replacement policy shall provide coverage equal to the then remaining coverage of the applicable Mortgage Insurance Policy, if available. However, if the premium cost of a replacement policy exceeds the premium cost of the Mortgage Insurance Policy, the coverage amount of the replacement policy will be reduced so that its premium cost will not exceed the premium cost of the Mortgage Insurance Policy. In the event that a shortfall in change any collection on or liability with respect to any Mortgage Loan results from or is attributable to adjustments to Mortgage Rates, Scheduled Payments or Stated Principal Balances that were made by the Master Servicer in a manner not consistent with the other terms of the related Mortgage Note Loans, provided that such changes (i) do not materially and this Agreement, adversely affect the Master Servicer, upon discovery interest of Securityholders or receipt of notice thereof, immediately shall deliver the Credit Enhancer and (ii) are consistent with prudent and customary business practice as evidenced by a certificate signed by a Servicing Officer delivered to the Trustee for deposit in and the Distribution Account from its own funds the amount of any such shortfall and Credit Enhancer. Nothing herein shall indemnify and hold harmless the Trust Fund, the Trustee, the Depositor and any successor master servicer in respect of any such liability. Such indemnities shall survive the termination or discharge of this Agreement. Notwithstanding the foregoing, this Section 3.01 shall not limit the ability right of the Master Servicer to seek recovery solicit Mortgagors with respect to new loans (including mortgage loans) that are not Mortgage Loans. The relationship of the Master Servicer (and of any successor to the Master Servicer as servicer under this Agreement) to the Trustee under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent. (ii) In the event that the rights, duties and obligations of the Master Servicer are terminated hereunder, any successor to the Master Servicer in its sole discretion may, to the extent permitted by applicable law, terminate the existing subservicer arrangements with any subservicer or assume the terminated Master Servicer's rights under such amounts from the related Mortgagor under subservicing arrangements which termination or assumption will not violate the terms of the related Mortgage Note, as permitted by law and shall not be an expense of the Trustsuch arrangements.

Master Servicer to Service Mortgage Loans. For and on behalf of the Certificateholders, the The Master ----------------------------------------- Servicer shall service and administer the Mortgage Loans in accordance with customary and usual standards of practice of prudent servicing procedures for residential mortgage loan lenders in the respective states in which the Mortgaged Properties are located, including taking all required loans and appropriate actions under each Required Insurance Policy and taking all required and appropriate actions under the Mortgage Insurance Policy on behalf of the Co-Trustee, other than the payment of the Mortgage Insurance Premium and obtaining the approval of the Mortgage Insurer with respect to the appointment of a successor servicer. In connection with such servicing and administration, the Master Servicer shall have full power and authority, acting alone and/or or through subservicers Sub-Servicers as provided in Section 3.02 hereof, subject to the terms hereof (i) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds, other Liquidation Proceeds and Subsequent Recoveries, and (iv) subject to Section 3.12(b)5.02, to effectuate foreclosure do any and all things which it may deem necessary or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that the Master Servicer shall take no action that is inconsistent desirable in connection with or prejudices the interests of the Trustee or the Certificateholders in any Mortgage Loan or the rights such servicing and interests of the Depositor and the Trustee under this Agreement. The Master Servicer shall represent and protect the interest of the Trustee in the same manner as it currently protects its own interest in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan and shall not make or permit any modification, waiver or amendment of any term of any Mortgage Loan which would (i) cause any REMIC formed hereunder to fail to qualify as a REMIC, (ii) result in the imposition of any tax under section 860(a) or 860(d) of the Code or (iii) cause any Covered Mortgage Loan to not be covered by the Mortgage Insurance Policy, but in any case the Master Servicer shall not act in any manner that is a lesser standard than that provided in the first sentence of this Section 3.01administration. Without limiting the generality of the foregoing, the Master Servicer, Servicer in its own name or in the name of the Depositor and the Trustee, a Sub-Servicer is hereby authorized and empowered by the Depositor and the Trustee, Trustee when the Master Servicer or the Sub-Servicer, as the case may be, believes it appropriate in its reasonable best judgment, to execute and deliver, on behalf of the Certificateholders, the Trustee, the Depositor, Certificate Insurer and the Certificateholders Surety or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to the Mortgage Loans, Loans and with respect to the Mortgaged Properties held for Properties. At the benefit written request of the Certificateholders. The Master Servicer shall prepare and deliver to the Depositor and/or Servicer, the Trustee such shall execute any limited powers of attorney and other documents requiring execution and delivery by any or all of them as are necessary or appropriate to enable the Master Servicer to service and administer the Mortgage Loans. Upon receipt of such documents, the Depositor and/or Loans and the Trustee shall execute such documents and deliver them to not be liable for the Master Servicer. The Master Servicer further is authorized 's or any Sub-Servicer's application thereof and empowered shall be indemnified by the Trustee, on behalf of the Certificateholders and the Trustee, in its own name or in the name of the Subservicer, when the Master Servicer or for its use of such powers of attorney. In connection with the Subservicer, as the case may be, believes it appropriate in its best judgment to register any Mortgage Loan on the MERS® System, or cause the removal from the registration of any Mortgage Loan on the MERS® System, to execute servicing and deliver, on behalf administration of the Trustee and the Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Trustee and its successors and assigns. In accordance with the standards of the preceding paragraphLoans, the Master Servicer may at the request of a Mortgagor or at its own initiative agree to modify the Mortgage Note or Mortgage relating to the Mortgage Loan of such Mortgagor or, subject to the provisions of this Agreement, waive compliance by the Mortgagor with any provision of such Mortgage Note or Mortgage, provided, however, that any such modification or waiver shall advance not (i) extend the scheduled maturity date of, modify the Mortgage Rate payable under (except as required by law or cause as contemplated by the Mortgage Note), or constitute a cancellation or discharge of the outstanding principal balance of, such Mortgage Loan, (ii) be inconsistent with the Master Servicer's then current practice respecting comparable mortgage loans held in its own portfolio, or (iii) materially and adversely affect the security afforded by the Mortgaged Property (any modification, waiver or change of the nature described in Section 5.07 being deemed not to violate clause (i) or clause (iii) above). The foregoing clauses (i) and (iii) in the preceding paragraph are subject to the proviso that the Master Servicer may agree to changes to the terms of a Mortgage Note or Mortgage which would otherwise be advanced funds violative thereof if (i) the Master Servicer has determined that such changes are necessary to avoid prepayment of the related Mortgage Loan or to accommodate the request of a Mortgagor to extend the scheduled maturity date of the related Mortgage Loan beyond the period of the original term to maturity and such changes are consistent with prudent business practice as necessary evidenced by a certificate signed by a Servicing Officer to such effect, (ii) the Master Servicer shall purchase the related Mortgage Loan for the purpose Purchase Price on the Determination Date immediately following the Due Period during which such changes were made and deposit such Purchase Price in the Certificate Account on or prior to such Determination Date and (iii) such changes and subsequent purchase will not affect the status of the Trust Fund (exclusive of the Mortgage 100(Service Xxxx) Pledge Agreements, the Parent Power(Registered Trademark) Agreements and the Pre-Funding Account (including the funds therein and Pre-Funding Earnings)) as a REMIC as evidenced by an Opinion of Counsel (provided at the expense of the Master Servicer) to such effect delivered to the Trustee; provided, however, that the purchase of the related Mortgage Loan pursuant to the foregoing clause (ii) shall occur on the second Business Day following the date on which such changes were made if the short-term credit rating of the Xxxxxxx Xxxxx & Co. Inc. (or its successor interest) is downgraded below A-1/P-1. Any such repurchase shall be accomplished in the same manner and subject to the same conditions set forth in Section 2.02. Upon making any such repurchase the Servicer shall be entitled to receive an instrument of assignment or transfer from the Trustee to the same extent as set forth in Section 2.02. Nothing herein shall be deemed to constitute a joint venture or partnership between the Master Servicer and the Trustee. All Servicing Advances made by the Master Servicer in effecting the timely payment of taxes and assessments on the Mortgaged Properties, which advances shall be reimbursable in properties subject to the first instance from related collections from the Mortgagors pursuant to Section 3.06, and further as provided in Section 3.08. All costs incurred by the Master Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums Mortgage Loans shall not, for the purpose of calculating monthly distributions to the CertificateholdersCertificate-holders, be added to the Stated Principal Balance amount owing under the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans Loan so permit. The Master Servicer shall deliver a list of Servicing Officers to the Trustee by the Closing Date. In addition, the Master Servicer shall administer the Mortgage Insurance Policy on behalf of itself, the Sellers, the Depositor, and the Trustee for the benefit of the Certificateholders, when it is necessary to make claims and receive payments under the Mortgage Insurance Policy. In connection with its activities as Master Servicer of the Mortgage Loans, the Master Servicer agrees to present, on behalf of itself, the Trustee and the Certificateholders, claims to the insurer under any primary insurance policies and, in this regard, to take any reasonable action necessary to permit recovery under any primary insurance policies respecting defaulted Mortgage Loans. Any amounts collected such Servicing Advances shall be recoverable by the Master Servicer under any primary insurance policies shall be deposited in the Certificate Account. The Master Servicer shall take whatever action is appropriate to maximize the amounts payable under the Mortgage Insurance Policy and to service the Covered Mortgage Loans in the manner required by the Mortgage Insurance Policy. The Master Servicer shall prepare and submit all claims eligible for submission under the Mortgage Insurance Policy and shall, except as otherwise specified in this Agreement, perform all of the obligations of the insured under the Mortgage Insurance Policy. If the Mortgage Insurance Policy is terminated for any reason other than the exhaustion of its coverage, or if the financial strength rating of the Mortgage Insurer is reduced to below investment grade, the Master Servicer will use its best efforts to obtain a comparable policy from an insurer that is acceptable to the Rating Agencies. The replacement policy shall provide coverage equal to the then remaining coverage of the applicable Mortgage Insurance Policy, if available. However, if the premium cost of a replacement policy exceeds the premium cost of the Mortgage Insurance Policy, the coverage amount of the replacement policy will be reduced so that its premium cost will not exceed the premium cost of the Mortgage Insurance Policy. In the event that a shortfall in any collection on or liability with respect to any Mortgage Loan results from or is attributable to adjustments to Mortgage Rates, Scheduled Payments or Stated Principal Balances that were made by the Master Servicer in a manner not consistent with the terms of the related Mortgage Note and this Agreement, the Master Servicer, upon discovery or receipt of notice thereof, immediately shall deliver to the Trustee for deposit in the Distribution Account from its own funds the amount of any such shortfall and shall indemnify and hold harmless the Trust Fund, the Trustee, the Depositor and any successor master servicer in respect of any such liability. Such indemnities shall survive the termination or discharge of this Agreement. Notwithstanding the foregoing, this Section 3.01 shall not limit the ability of the Master Servicer to seek recovery of any such amounts from the related Mortgagor under the terms of the related Mortgage Note, as extent permitted by law Sections 5.09 and shall not be an expense of the Trust5.23.

Master Servicer to Service Mortgage Loans. For and on behalf of the Certificateholders, the The Master ----------------------------------------- Servicer shall service and administer the Mortgage Loans in accordance with customary and usual standards of practice of prudent servicing procedures for residential mortgage loan lenders in the respective states in which the Mortgaged Properties are located, including taking all required loans and appropriate actions under each Required Insurance Policy and taking all required and appropriate actions under the Mortgage Insurance Policy on behalf of the Co-Trustee, other than the payment of the Mortgage Insurance Premium and obtaining the approval of the Mortgage Insurer with respect to the appointment of a successor servicer. In connection with such servicing and administration, the Master Servicer shall have full power and authority, acting alone and/or or through subservicers Sub-Servicers as provided in Section 3.02 hereof, subject to the terms hereof (i) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds, other Liquidation Proceeds and Subsequent Recoveries, and (iv) subject to Section 3.12(b)5.02, to effectuate foreclosure do any and all things which it may deem necessary or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that the Master Servicer shall take no action that is inconsistent desirable in connection with or prejudices the interests of the Trustee or the Certificateholders in any Mortgage Loan or the rights such servicing and interests of the Depositor and the Trustee under this Agreement. The Master Servicer shall represent and protect the interest of the Trustee in the same manner as it currently protects its own interest in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan and shall not make or permit any modification, waiver or amendment of any term of any Mortgage Loan which would (i) cause any REMIC formed hereunder to fail to qualify as a REMIC, (ii) result in the imposition of any tax under section 860(a) or 860(d) of the Code or (iii) cause any Covered Mortgage Loan to not be covered by the Mortgage Insurance Policy, but in any case the Master Servicer shall not act in any manner that is a lesser standard than that provided in the first sentence of this Section 3.01administration. Without limiting the generality of the foregoing, the Master Servicer, Servicer in its own name or in the name of the Depositor and the Trustee, a Sub-Servicer is hereby authorized and empowered by the Depositor and the Trustee, Trustee when the Master Servicer or the Sub-Servicer, as the case may be, believes it appropriate in its reasonable best judgment, to execute and deliver, on behalf of the Certificateholders, the Trustee, the Depositor, Certificate Insurer and the Certificateholders Surety or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to the Mortgage Loans, Loans and with respect to the Mortgaged Properties held for Properties. At the benefit written request of the Certificateholders. The Master Servicer shall prepare and deliver to the Depositor and/or Servicer, the Trustee such shall execute any limited powers of attorney and other documents requiring execution and delivery by any or all of them as are necessary or appropriate to enable the Master Servicer to service and administer the Mortgage Loans. Upon receipt of such documents, the Depositor and/or Loans and the Trustee shall execute such documents and deliver them to not be liable for the Master Servicer. The Master Servicer further is authorized 's or any Sub-Servicer's application thereof and empowered shall be indemnified by the Trustee, on behalf of the Certificateholders and the Trustee, in its own name or in the name of the Subservicer, when the Master Servicer or for its use of such powers of attorney. In connection with the Subservicer, as the case may be, believes it appropriate in its best judgment to register any Mortgage Loan on the MERS® System, or cause the removal from the registration of any Mortgage Loan on the MERS® System, to execute servicing and deliver, on behalf administration of the Trustee and the Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Trustee and its successors and assigns. In accordance with the standards of the preceding paragraphLoans, the Master Servicer may at the request of a Mortgagor or at its own initiative agree to modify the Mortgage Note or Mortgage relating to the Mortgage Loan of such Mortgagor or, subject to the provisions of this Agreement, waive compliance by the Mortgagor with any provision of such Mortgage Note or Mortgage, provided, however, that any such modification or waiver shall advance not (i) extend the scheduled maturity date of, modify the Mortgage Rate payable under (except as required by law or cause as contemplated by the Mortgage Note), or constitute a cancellation or discharge of the outstanding principal balance of, such Mortgage Loan, (ii) be inconsistent with the Master Servicer's then current practice respecting comparable mortgage loans held in its own portfolio, or (iii) materially and adversely affect the security afforded by the Mortgaged Property (any modification, waiver or change of the nature described in Section 5.07 being deemed not to violate clause (i) or clause (iii) above). The foregoing clauses (i) and (iii) in the preceding paragraph are subject to the proviso that the Master Servicer may agree to changes to the terms of a Mortgage Note or Mortgage which would otherwise be advanced funds violative thereof if (i) the Master Servicer has determined that such changes are necessary to avoid prepayment of the related Mortgage Loan or to accommodate the request of a Mortgagor to extend the scheduled maturity date of the related Mortgage Loan beyond the period of the original term to maturity and such changes are consistent with prudent business practice as necessary evidenced by a certificate signed by a Servicing Officer to such effect, (ii) the Master Servicer shall purchase the related Mortgage Loan for the purpose Purchase Price on the Determination Date immediately following the Due Period during which such changes were made and deposit such Purchase Price in the Certificate Account on or prior to such Determination Date and (iii) such changes and subsequent purchase will not affect the status of the Trust Fund as a REMIC as evidenced by an Opinion of Counsel (provided at the expense of the Master Servicer) to such effect delivered to the Trustee; provided, however, that the purchase of the related Mortgage Loan pursuant to the foregoing clause (ii) shall occur on the second Business Day following the date on which such changes were made if the short-term credit rating of the Xxxxxxx Xxxxx & Co. Inc. (or its successor interest) is downgraded below A-1/P-1. Any such repurchase shall be accomplished in the same manner and subject to the same conditions set forth in Section 2.02. Upon making any such repurchase the Servicer shall be entitled to receive an instrument of assignment or transfer from the Trustee to the same extent as set forth in Section 2.02. Nothing herein shall be deemed to constitute a joint venture or partnership between the Master Servicer and the Trustee. All Servicing Advances made by the Master Servicer in effecting the timely payment of taxes and assessments on the Mortgaged Properties, which advances shall be reimbursable in properties subject to the first instance from related collections from the Mortgagors pursuant to Section 3.06, and further as provided in Section 3.08. All costs incurred by the Master Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums Mortgage Loans shall not, for the purpose of calculating monthly distributions to the CertificateholdersCertificate-holders, be added to the Stated Principal Balance amount owing under the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans Loan so permit. The Master Servicer shall deliver a list of Servicing Officers to the Trustee by the Closing Date. In addition, the Master Servicer shall administer the Mortgage Insurance Policy on behalf of itself, the Sellers, the Depositor, and the Trustee for the benefit of the Certificateholders, when it is necessary to make claims and receive payments under the Mortgage Insurance Policy. In connection with its activities as Master Servicer of the Mortgage Loans, the Master Servicer agrees to present, on behalf of itself, the Trustee and the Certificateholders, claims to the insurer under any primary insurance policies and, in this regard, to take any reasonable action necessary to permit recovery under any primary insurance policies respecting defaulted Mortgage Loans. Any amounts collected such Servicing Advances shall be recoverable by the Master Servicer under any primary insurance policies shall be deposited in the Certificate Account. The Master Servicer shall take whatever action is appropriate to maximize the amounts payable under the Mortgage Insurance Policy and to service the Covered Mortgage Loans in the manner required by the Mortgage Insurance Policy. The Master Servicer shall prepare and submit all claims eligible for submission under the Mortgage Insurance Policy and shall, except as otherwise specified in this Agreement, perform all of the obligations of the insured under the Mortgage Insurance Policy. If the Mortgage Insurance Policy is terminated for any reason other than the exhaustion of its coverage, or if the financial strength rating of the Mortgage Insurer is reduced to below investment grade, the Master Servicer will use its best efforts to obtain a comparable policy from an insurer that is acceptable to the Rating Agencies. The replacement policy shall provide coverage equal to the then remaining coverage of the applicable Mortgage Insurance Policy, if available. However, if the premium cost of a replacement policy exceeds the premium cost of the Mortgage Insurance Policy, the coverage amount of the replacement policy will be reduced so that its premium cost will not exceed the premium cost of the Mortgage Insurance Policy. In the event that a shortfall in any collection on or liability with respect to any Mortgage Loan results from or is attributable to adjustments to Mortgage Rates, Scheduled Payments or Stated Principal Balances that were made by the Master Servicer in a manner not consistent with the terms of the related Mortgage Note and this Agreement, the Master Servicer, upon discovery or receipt of notice thereof, immediately shall deliver to the Trustee for deposit in the Distribution Account from its own funds the amount of any such shortfall and shall indemnify and hold harmless the Trust Fund, the Trustee, the Depositor and any successor master servicer in respect of any such liability. Such indemnities shall survive the termination or discharge of this Agreement. Notwithstanding the foregoing, this Section 3.01 shall not limit the ability of the Master Servicer to seek recovery of any such amounts from the related Mortgagor under the terms of the related Mortgage Note, as extent permitted by law Sections 5.09 and shall not be an expense of the Trust5.23.

Master Servicer to Service Mortgage Loans. For and on behalf of the Certificateholders, the Master Servicer shall service and administer the Mortgage Loans in accordance with the terms of (i) the Servicing Rights Transfer and Subservicing Agreement, pursuant to which First Tennessee Mortgage Services, Inc. engaged the Master Servicer to subservice the Mortgage Loans, (ii) this Agreement, and (iii) the customary and usual standards of practice of prudent mortgage loan lenders in servicers; provided that if there is a conflict between the respective states in which the Mortgaged Properties are located, including taking all required and appropriate actions under each Required Insurance Policy and taking all required and appropriate actions under the Mortgage Insurance Policy on behalf terms of the Co-TrusteeServicing Agreement and the Servicing Rights Transfer and Subservicing Agreement, on the one hand, and this Agreement, on the other than hand, the payment terms of the Mortgage Insurance Premium and obtaining the approval of the Mortgage Insurer with respect to the appointment of a successor servicerthis Agreement shall prevail. In connection with such servicing and administration, the Master Servicer shall have full power and authority, acting alone and/or through subservicers Subservicers as provided in Section 3.02 3.2 hereof, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration, including but not limited to, the power and authority, subject to the terms hereof (i) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds, Proceeds and other Liquidation Proceeds and Subsequent RecoveriesProceeds, and (iv) subject to Section 3.12(b), to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that the Master Servicer shall not take no any action that is inconsistent with or prejudices the interests of the Trustee Trust Fund or the Certificateholders in any Mortgage Loan or the rights and interests of the Depositor Depositor, the Trustee and the Trustee Certificateholders under this Agreement. The Master Servicer shall represent and protect the interest interests of the Trustee Trust Fund in the same manner as it currently protects its own interest interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan Loan, and shall not make or permit any Table of Contents modification, waiver or amendment of any term of any Mortgage Loan which would (i) cause any REMIC formed created hereunder to fail to qualify as a REMIC, (ii) REMIC or result in the imposition of any tax under section 860(aSection 860F(a) or 860(dSection 860G(d) of the Code or (iii) cause any Covered Mortgage Loan to not be covered by the Mortgage Insurance Policy, but in any case the Master Servicer shall not act in any manner that is a lesser standard than that provided in the first sentence of this Section 3.01Code. Without limiting the generality of the foregoing, the Master Servicer, in its own name or in the name of the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, when the Master Servicer believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to the Mortgage Loans, and with respect to the Mortgaged Properties held for the benefit of the Certificateholders. The Master Servicer shall prepare and deliver to the Depositor and/or the Trustee such documents requiring execution and delivery by any either or all both of them as are necessary or appropriate to enable the Master Servicer to service and administer the Mortgage LoansLoans to the extent that the Master Servicer is not permitted to execute and deliver such documents pursuant to the preceding sentence. Upon receipt of such documents, the Depositor and/or the Trustee shall execute such documents and deliver them to the Master Servicer. The Master Servicer further is authorized and empowered by the Trustee, on behalf of the Certificateholders and the Trustee, in its own name or in the name of the Subservicer, when the Master Servicer or the Subservicer, as the case may be, believes it appropriate in its best judgment to register any Mortgage Loan on the MERS® System, or cause the removal from the registration of any Mortgage Loan on the MERS® System, to execute and deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Trustee and its successors and assigns. In accordance with the standards of the preceding paragraph, the Master Servicer shall advance or cause to be advanced funds as necessary for the purpose of effecting the payment of taxes and assessments on the Mortgaged Properties, which advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.063.6, and further as provided in Section 3.083.8. All The costs incurred by the Master Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balance under Balances of the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. The Master Servicer shall deliver a list of Servicing Officers to the Trustee by the Closing Date. In addition, the Master Servicer shall administer the Mortgage Insurance Policy on behalf of itself, the Sellers, the Depositor, and the Trustee for the benefit of the Certificateholders, when it is necessary to make claims and receive payments under the Mortgage Insurance Policy. In connection with its activities as Master Servicer of the Mortgage Loans, the Master Servicer agrees to present, on behalf of itself, the Trustee and the Certificateholders, claims to the insurer under any primary insurance policies and, in this regard, to take any reasonable action necessary to permit recovery under any primary insurance policies respecting defaulted Mortgage Loans. Any amounts collected by the Master Servicer under any primary insurance policies shall be deposited in the Certificate Account. The Master Servicer shall take whatever action is appropriate to maximize the amounts payable under the Mortgage Insurance Policy and to service the Covered Mortgage Loans in the manner required by the Mortgage Insurance Policy. The Master Servicer shall prepare and submit all claims eligible for submission under the Mortgage Insurance Policy and shall, except as otherwise specified in this Agreement, perform all of the obligations of the insured under the Mortgage Insurance Policy. If the Mortgage Insurance Policy is terminated for any reason other than the exhaustion of its coverage, or if the financial strength rating of the Mortgage Insurer is reduced to below investment grade, the Master Servicer will use its best efforts to obtain a comparable policy from an insurer that is acceptable to the Rating Agencies. The replacement policy shall provide coverage equal to the then remaining coverage of the applicable Mortgage Insurance Policy, if available. However, if the premium cost of a replacement policy exceeds the premium cost of the Mortgage Insurance Policy, the coverage amount of the replacement policy will be reduced so that its premium cost will not exceed the premium cost of the Mortgage Insurance Policy. In the event that a shortfall in any collection on or liability with respect to any Mortgage Loan results from or is attributable to adjustments to Mortgage Rates, Scheduled Payments or Stated Principal Balances that were made by the Master Servicer in a manner not consistent with the terms of the related Mortgage Note and this Agreement, the Master Servicer, upon discovery or receipt of notice thereof, immediately shall deliver to the Trustee for deposit in the Distribution Account from its own funds the amount of any such shortfall and shall indemnify and hold harmless the Trust Fund, the Trustee, the Depositor and any successor master servicer in respect of any such liability. Such indemnities shall survive the termination or discharge of this Agreement. Notwithstanding the foregoing, this Section 3.01 shall not limit the ability of the Master Servicer to seek recovery of any such amounts from the related Mortgagor under the terms of the related Mortgage Note, as permitted by law and shall not be an expense of the Trust.

Master Servicer to Service Mortgage Loans. For and on behalf of the Certificateholders, the (i) The Master Servicer shall service and administer the Mortgage Loans in accordance a manner consistent with customary the terms of this Agreement and usual standards of with general industry practice of prudent mortgage loan lenders in the respective states in which the Mortgaged Properties are located, including taking all required and appropriate actions under each Required Insurance Policy and taking all required and appropriate actions under the Mortgage Insurance Policy on behalf of the Co-Trustee, other than the payment of the Mortgage Insurance Premium and obtaining the approval of the Mortgage Insurer with respect to the appointment of a successor servicer. In connection with such servicing and administration, the Master Servicer shall have full power and authority, acting alone and/or or through subservicers as provided in Section 3.02 hereof, subject to the terms hereof (i) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds, other Liquidation Proceeds and Subsequent Recoveries, and (iv) subject to Section 3.12(b)a subservicer, to effectuate foreclosure do any and all things in connection with such servicing and administration which it may deem necessary or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided desirable, it being understood, however, that the Master Servicer shall take no action that is inconsistent with or prejudices at all times remain responsible to the interests of Trustees, the Trustee or the Certificateholders in any Mortgage Loan or the rights and interests of the Depositor Securityholders and the Trustee under this AgreementCredit Enhancer for the performance of its duties and obligations hereunder in accordance with the terms hereof. The Master Servicer shall represent and protect the interest Any amounts received by any subservicer in respect of the Trustee in the same manner as it currently protects its own interest in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan and shall not make or permit any modification, waiver or amendment of any term of any Mortgage Loan which would (i) cause any REMIC formed hereunder be deemed to fail to qualify as a REMIC, (ii) result in the imposition of any tax under section 860(a) or 860(d) of the Code or (iii) cause any Covered Mortgage Loan to not be covered have been received by the Mortgage Insurance Policy, but in any case the Master Servicer shall whether or not act in any manner that is a lesser standard than that provided in the first sentence of this Section 3.01actually received by it. Without limiting the generality of the foregoing, the Master ServicerServicer shall continue, in its own name or in the name of the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, when the Master Servicer believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of itself, the Securityholders and the Trustee, the Depositor, the Certificateholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to the Mortgage Loans, Loans and with respect to the Mortgaged Properties held for the benefit of the CertificateholdersProperties. The Trustee shall, upon the written request of a Servicing Officer, furnish the Master Servicer shall prepare with any powers of attorney and deliver to the Depositor and/or the Trustee such other documents requiring execution and delivery by any or all of them as are necessary or appropriate to enable the Master Servicer to service carry out its servicing and administer the Mortgage Loans. Upon receipt of such documents, the Depositor and/or the Trustee shall execute such documents and deliver them to the Master Serviceradministrative duties hereunder. The Master Servicer further is authorized and empowered by in such capacity may also consent to the Trustee, on behalf placing of the Certificateholders and the Trustee, in its own name or in the name of the Subservicer, when the Master Servicer or the Subservicer, as the case may be, believes it appropriate in its best judgment a lien senior to register any Mortgage Loan on the MERS® System, or cause the removal from the registration that of any Mortgage Loan on the MERS® Systemrelated Mortgaged Property, provided that (x) such Mortgage succeeded to execute a first lien position after the related Mortgage Loan was conveyed to the Trust and, immediately following the placement of such senior lien, such Mortgage is in a second lien position and deliver, on behalf the outstanding principal amount of the Trustee mortgage loan secured by such subsequent senior lien is no greater than the outstanding principal amount of the senior mortgage loan secured by the Mortgaged Property as of the date the related Mortgage Loan was originated; or (y) the Mortgage relating to such Mortgage Loan was in a second lien position as of the Cut-off Date and the Certificateholders or any of them, any new senior lien secures a mortgage loan that refinances an existing first mortgage loan and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Trustee and its successors and assigns. In accordance with the standards outstanding principal amount of the preceding paragraphreplacement first mortgage loan immediately following such refinancing is not greater than the outstanding principal amount of such existing first mortgage loan at the date of origination of such Mortgage Loan; provided, further, that such senior lien does not secure a note that provides for negative amortization. Notwithstanding the foregoing, the Master Servicer shall advance or cause can consent to be advanced funds as necessary for the purpose placing of effecting the payment liens senior to that of taxes and assessments a Mortgage on the related Mortgaged Properties, Property which advances shall be reimbursable have a principal balance in excess of the principal balance of the senior lien it replaces on Mortgage Loans having in the first instance from related collections from aggregate Asset Balances not in excess of ___% of the Mortgagors pursuant Cut-off Date Pool Balance; provided, however, that, with respect to Section 3.06Mortgage Loans which as of the Cut-off Date had Combined Loan-to-Value Ratios in excess of ___%, and further as provided in Section 3.08. All costs incurred by the Master Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal aggregate Asset Balance under the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans with respect to which the senior lien may be so permitmodified shall not exceed _____% of the Cut-off Date Pool Balance (such ___% and _____% herein referred to as the "Increased Senior Lien Limitation"). Any such increase to the principal balance of the senior lien shall not exceed the greater of $_______ and _____% of the principal balance of the senior lien prior to such increase. The Master Servicer shall deliver a list may also, without prior approval from the Rating Agencies or the Credit Enhancer, increase the Credit Limits on Mortgage Loans provided that (i) new appraisals are obtained and the Combined Loan-to-Value Ratios of Servicing Officers the Mortgage Loans after giving effect to such increase are less than or equal to the Trustee by Combined Loan-to-Value Ratios or the Closing DateMortgage Loans as of the Cut-off Date and (ii) such increases are consistent with the Master Servicer's underwriting policies. In addition, the Master Servicer shall administer may increase the Credit Limits on Mortgage Insurance Policy on behalf Loans having aggregate balances of itself, the Sellers, the Depositor, and the Trustee for the benefit up to ____% of the Certificateholdersaggregate Cut-off Date Pool Balance, when it is necessary to make claims and receive payments under without obtaining new appraisals provided that (i) the Mortgage Insurance Policy. In connection with its activities as Master Servicer increase in the Credit Limit does not cause the Combined Loan-to- Value Ratios of the Mortgage LoansLoans to exceed _____% and (ii) the increase is consistent with the Master Servicer's underwriting policies. Furthermore, the Master Servicer agrees may, without prior approval from the Rating Agencies and the Credit Enhancer solicit Mortgagors for a reduction in Loan Rates; provided that the Master Servicer can only reduce such Loan Rates on up to present____% of the Mortgage Loans by Cut-off Date Pool Balance. Any such solicitations shall not result in a reduction in the weighted average Gross Margin of the Mortgage Loans in the pool by more than ____ basis points taking into account any such prior reductions. In addition, on behalf the Master Servicer may agree to changes in the terms of itself, a Mortgage Loan at the request of the Mortgagor provided that such changes (i) do not materially and adversely affect the interests of Securityholders or the Credit Enhancer and (ii) are consistent with prudent and customary business practice as evidenced by a certificate signed by a Servicing Officer delivered to the Trustee and the Certificateholders, claims Credit Enhancer. In addition to the insurer under any primary insurance policies and, in this regard, to take any reasonable action necessary to permit recovery under any primary insurance policies respecting defaulted Mortgage Loans. Any amounts collected by the Master Servicer under any primary insurance policies shall be deposited in the Certificate Account. The Master Servicer shall take whatever action is appropriate to maximize the amounts payable under the Mortgage Insurance Policy and to service the Covered Mortgage Loans in the manner required by the Mortgage Insurance Policy. The Master Servicer shall prepare and submit all claims eligible for submission under the Mortgage Insurance Policy and shall, except as otherwise specified in this Agreement, perform all of the obligations of the insured under the Mortgage Insurance Policy. If the Mortgage Insurance Policy is terminated for any reason other than the exhaustion of its coverage, or if the financial strength rating of the Mortgage Insurer is reduced to below investment gradeforegoing, the Master Servicer will use its best efforts may solicit Mortgagors to obtain a comparable policy from an insurer that is acceptable to the Rating Agencies. The replacement policy shall provide coverage equal to the then remaining coverage of the applicable Mortgage Insurance Policy, if available. However, if the premium cost of a replacement policy exceeds the premium cost of the Mortgage Insurance Policy, the coverage amount of the replacement policy will be reduced so that its premium cost will not exceed the premium cost of the Mortgage Insurance Policy. In the event that a shortfall in change any collection on or liability with respect to any Mortgage Loan results from or is attributable to adjustments to Mortgage Rates, Scheduled Payments or Stated Principal Balances that were made by the Master Servicer in a manner not consistent with the other terms of the related Mortgage Note Loans, provided that such changes (i) do not materially and this Agreement, adversely affect the Master Servicer, upon discovery interest of Securityholders or receipt of notice thereof, immediately shall deliver the Credit Enhancer and (ii) are consistent with prudent and customary business practice as evidenced by a certificate signed by a Servicing Officer delivered to the Trustee for deposit in and the Distribution Account from its own funds the amount of any such shortfall and Credit Enhancer. Nothing herein shall indemnify and hold harmless the Trust Fund, the Trustee, the Depositor and any successor master servicer in respect of any such liability. Such indemnities shall survive the termination or discharge of this Agreement. Notwithstanding the foregoing, this Section 3.01 shall not limit the ability right of the Master Servicer to seek recovery solicit Mortgagors with respect to new loans (including mortgage loans) that are not Mortgage Loans. The relationship of the Master Servicer (and of any successor to the Master Servicer as servicer under this Agreement) to the Trustee under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent. (ii) In the event that the rights, duties and obligations of the Master Servicer are terminated hereunder, any successor to the Master Servicer in its sole discretion may, to the extent permitted by applicable law, terminate the existing subservicer arrangements with any subservicer or assume the terminated Master Servicer's rights under such amounts from the related Mortgagor under subservicing arrangements which termination or assumption will not violate the terms of the related Mortgage Note, as permitted by law and shall not be an expense of the Trustsuch arrangements.

Master Servicer to Service Mortgage Loans. For and on behalf of (i) The Master Servicer agrees to perform all servicing duties under this Agreement subject to the Certificateholders, the terms hereof. (ii) The Master Servicer shall service and administer the Mortgage Loans in accordance with customary and usual standards of practice of prudent mortgage loan lenders in the respective states in which the Mortgaged Properties are located, including taking all required and appropriate actions under each Required Insurance Policy and taking all required and appropriate actions under the Mortgage Insurance Policy on behalf of the Co-Trustee, other than the payment of the Mortgage Insurance Premium and obtaining the approval of the Mortgage Insurer with respect to the appointment of a successor servicer. In connection with such servicing and administrationIssuer, the Master Servicer Trustee and FSA and shall have full power and authority, acting alone and/or or through subservicers as provided in Section 3.02 hereof, subject to the terms hereof (i) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents one or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds, other Liquidation Proceeds and Subsequent Recoveries, and (iv) subject to Section 3.12(b)more Subservicers, to effectuate foreclosure do any and all things in connection with such servicing and administration which it may deem necessary or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that the Master Servicer shall take no action that is inconsistent with or prejudices the interests of the Trustee or the Certificateholders in any Mortgage Loan or the rights and interests of the Depositor and the Trustee under this Agreement. The Master Servicer shall represent and protect the interest of the Trustee in the same manner as it currently protects its own interest in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan and shall not make or permit any modification, waiver or amendment of any term of any Mortgage Loan which would (i) cause any REMIC formed hereunder to fail to qualify as a REMIC, (ii) result in the imposition of any tax under section 860(a) or 860(d) of the Code or (iii) cause any Covered Mortgage Loan to not be covered by the Mortgage Insurance Policy, but in any case the Master Servicer shall not act in any manner that is a lesser standard than that provided in the first sentence of this Section 3.01desirable. Without limiting the generality of the foregoing, the Master Servicer, in its own name or in the name of the Depositor a Subservicer, may, and the Trustee, is hereby authorized and empowered by the Depositor and the TrusteeTrustee to, when the Master Servicer believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of itself and the Trustee, the Depositor, the Certificateholders Trustee or any either of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to the Mortgage Loans, the insurance policies and with respect accounts related thereto and the properties subject to the Mortgaged Properties held for Mortgages. Upon the benefit of the Certificateholders. The Master Servicer shall prepare and deliver to the Depositor and/or the Trustee such documents requiring execution and delivery of this Agreement, and from time to time as may be required thereafter, the Trustee shall, upon written request, execute for the Master Servicer or its Subservicers any powers of attorney furnished to the Trustee by any or all of them the Master Servicer and such other documents furnished to the Trustee by the Master Servicer as are may be necessary or appropriate to enable the Master Servicer to service carry out its servicing and administer administrative duties hereunder. In servicing and administering the Mortgage Loans. Upon receipt of such documents, the Depositor and/or the Trustee shall execute such documents and deliver them to the Master Servicer. The Master Servicer further is authorized and empowered by the Trustee, on behalf of the Certificateholders and the Trustee, in its own name or in the name of the Subservicer, when the Master Servicer or the Subservicer, as the case may be, believes it appropriate in its best judgment to register any Mortgage Loan on the MERS® System, or cause the removal from the registration of any Mortgage Loan on the MERS® System, to execute and deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Trustee and its successors and assigns. In accordance with the standards of the preceding paragraph, the Master Servicer shall advance or cause employ procedures consistent with Accepted Servicing Practices and in a manner consistent with recovery under any Insurance Policy required to be advanced funds as necessary for maintained by the purpose of effecting Master Servicer pursuant to this Agreement. The Master Servicer shall make appropriate interest rate and payment adjustments on each Adjustment Date in compliance with applicable regulatory adjustable mortgage loan requirements and the Mortgage Notes that evidence Adjustable Rate Mortgage Loans. The Master Servicer shall execute and deliver all appropriate notices required by the applicable adjustable mortgage loan laws and regulations and the Mortgage Loan Documents regarding such interest rate adjustments and payment adjustments. Costs incurred by the Master Servicer in effectuating the timely payment of taxes and assessments on the Mortgaged Propertiesproperty securing a Mortgage Note and foreclosure costs may be added by the Master Servicer to the amount owing under such Mortgage Note where the terms of such Mortgage Note so permit; provided, which advances however, that the addition of any such cost shall not be taken into account for purposes of calculating the principal amount of the Mortgage Note and Mortgage Loan, the Monthly Payments on the Mortgage Note and Mortgage Loan or remittances to be made to the Collection Account. Such costs shall be reimbursable in recoverable by the first instance from related collections from the Mortgagors Master Servicer pursuant to Section 3.063(g). (iii) Subject to Section 3(p), the Master Servicer is hereby authorized and further as provided in Section 3.08empowered to execute and deliver on behalf of the Trustee, all instruments of satisfaction or cancellation, or of partial or full release, discharge and all other comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Properties. All costs incurred If reasonably required by the Master Servicer, if anythe Trustee shall execute any powers of attorney furnished to the Trustee by the Master Servicer and other documents necessary or appropriate to enable the Master Servicer to carry out its servicing and administrative duties under this Agreement. (iv) If the Mortgage relating to a Mortgage Loan did not have a lien senior on the related Mortgaged Property as of the Cut-Off Date, then the Master Servicer, in effecting such capacity, may not consent to the timely payments placing of taxes and assessments a lien senior to that of the Mortgage on the related Mortgaged Properties Property. (v) The Master Servicer agrees to monitor the premiums due on the Insurance Policies listed in Schedule VI providing private mortgage insurance coverage of the Mortgage Loans identified in such Schedule. The Master Servicer further agrees to pay such premiums when due (A) by deducting from the Collection Account an amount from collections of interest on each covered Mortgage Loan or (B) by advancing from the Amount Held for Future Distributions or its own funds (which advances shall be treated as if it were deemed part of the Monthly Advance on any Delinquent Mortgage Loan and related insurance premiums shall notsubject to recovery as herein provided), for the purpose of calculating monthly distributions equal to the Certificateholders, be added per annum percentage set forth on Schedule VI. (vi) The Master Servicer agrees to collect all prepayment penalties or charges that may become due on the Mortgage Loans being serviced by it and to deposit such collections into the Collection Account. The Master Servicer agrees to withdraw from the Collection Account and distribute to the Stated Principal Balance under Issuer (or its designee) on each Remittance Date the amount of prepayment penalties and charges collected during the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. Due Period. (vii) The Master Servicer shall deliver a list of Servicing Officers to the Master Servicer, the Trustee and FSA by the Closing Date. In addition, the Master Servicer shall administer the Mortgage Insurance Policy on behalf of itself, the Sellers, the Depositor, and the Trustee for the benefit of the Certificateholders, when it is necessary to make claims and receive payments under the Mortgage Insurance Policy. In connection with its activities as Master Servicer of the Mortgage Loans, the Master Servicer agrees to present, on behalf of itself, the Trustee and the Certificateholders, claims to the insurer under any primary insurance policies and, in this regard, to take any reasonable action necessary to permit recovery under any primary insurance policies respecting defaulted Mortgage Loans. Any amounts collected by the Master Servicer under any primary insurance policies shall be deposited in the Certificate Account. The Master Servicer shall take whatever action is appropriate to maximize the amounts payable under the Mortgage Insurance Policy and to service the Covered Mortgage Loans in the manner required by the Mortgage Insurance Policy. The Master Servicer shall prepare and submit all claims eligible for submission under the Mortgage Insurance Policy and shall, except as otherwise specified in this Agreement, perform all of the obligations of the insured under the Mortgage Insurance Policy. If the Mortgage Insurance Policy is terminated for any reason other than the exhaustion of its coverage, or if the financial strength rating of the Mortgage Insurer is reduced to below investment grade, the Master Servicer will use its best efforts to obtain a comparable policy from an insurer that is acceptable to the Rating Agencies. The replacement policy shall provide coverage equal to the then remaining coverage of the applicable Mortgage Insurance Policy, if available. However, if the premium cost of a replacement policy exceeds the premium cost of the Mortgage Insurance Policy, the coverage amount of the replacement policy will be reduced so that its premium cost will not exceed the premium cost of the Mortgage Insurance Policy. In the event that a shortfall in any collection on or liability with respect to any Mortgage Loan results from or is attributable to adjustments to Mortgage Rates, Scheduled Payments or Stated Principal Balances that were made by the Master Servicer in a manner not consistent with the terms of the related Mortgage Note and this Agreement, the Master Servicer, upon discovery or receipt of notice thereof, immediately shall deliver to the Trustee for deposit in the Distribution Account from its own funds the amount of any such shortfall and shall indemnify and hold harmless the Trust Fund, the Trustee, the Depositor and any successor master servicer in respect of any such liability. Such indemnities shall survive the termination or discharge of this Agreement. Notwithstanding the foregoing, this Section 3.01 shall not limit the ability of the Master Servicer to seek recovery of any such amounts from the related Mortgagor under the terms of the related Mortgage Note, as permitted by law and shall not be an expense of the Trust.

Master Servicer to Service Mortgage Loans. For and on behalf of the Certificateholders, the Master Servicer shall service and administer the Mortgage Loans in accordance with customary and usual standards of practice of prudent mortgage loan lenders in the respective states in which the Mortgaged Properties are located, including taking all required and appropriate actions under each Required Insurance Policy and taking all required and appropriate actions under the Mortgage Insurance Policy on behalf of the Co-Trustee, other than the payment of the Mortgage Insurance Premium and obtaining the approval of the Mortgage Insurer with respect to the appointment of a successor servicer. In connection with such servicing and administration, the Master Servicer shall have full power and authority, acting alone and/or through subservicers as provided in Section 3.02 hereof, subject to the terms hereof (i) to execute and deliver, on behalf of the Certificateholders this Agreement and the Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds, other Liquidation Proceeds and Subsequent Recoveries, and (iv) subject to Section 3.12(b), to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that the Master Servicer shall take no action that is inconsistent with or prejudices the interests of the Trustee or the Certificateholders in any Mortgage Loan or the rights and interests of the Depositor and the Trustee under this AgreementServicing Standard. The Master Servicer shall represent and protect the interest of the Trustee in the same manner as it currently protects its own interest in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan and shall not make or permit any modification, waiver waiver, or amendment of any term of any Mortgage Loan which that would (i) cause any REMIC formed hereunder the Trust Fund to fail to qualify as a REMIC, (ii) REMIC or result in the imposition of any tax under section 860(aSection 860F(a) or 860(dSection 860G(d) of the Code or (iii) cause any Covered Mortgage Loan to not be covered by the Mortgage Insurance Policy, but in any case the Master Servicer shall not act in any manner that is a lesser standard than that provided in the first sentence of this Section 3.01Code. Without limiting the generality of the foregoing, the Master Servicer, in its own name or in the name of the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, when the Master Servicer believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders 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 with respect to the Mortgaged Properties held for the benefit of the Certificateholders. The Master Servicer shall prepare and deliver to the Depositor and/or or the Trustee such any documents requiring execution and delivery by any either or all both of them as are necessary or appropriate to enable the Master Servicer to service and administer the Mortgage LoansLoans to the extent that the Master Servicer is not permitted to execute and deliver such documents pursuant to the preceding sentence. Upon receipt of such the documents, the Depositor and/or or the Trustee shall execute such the documents and deliver them to the Master Servicer. The Master Servicer further is authorized and empowered by the Trustee, on behalf of the Certificateholders and the Trustee, in its own name or in the name of the Subservicer, when the Master Servicer or the Subservicer, as the case may be, believes it appropriate in its best judgment to register any Mortgage Loan on the MERS® System, or cause the removal from the registration of any Mortgage Loan on the MERS® System, to execute and deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Trustee and its successors and assigns. In accordance with and to the standards extent of the preceding paragraphServicing Standard, the Master Servicer shall advance or cause funds necessary to be advanced funds as necessary for the purpose of effecting effect the payment of taxes and assessments on the Mortgaged Properties, which advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.063.07, and further as provided in Section 3.083.09. All The costs incurred by the Master Servicer, if any, Servicer in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balance under Balances of the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. The Master Servicer shall deliver a list of Servicing Officers to the Trustee by the Closing Date. In addition, the Master Servicer shall administer the Mortgage Insurance Policy on behalf of itself, the Sellers, the Depositor, and the Trustee for the benefit of the Certificateholders, when it is necessary to make claims and receive payments under the Mortgage Insurance Policy. In connection with its activities as Master Servicer of the Mortgage Loans, the Master Servicer agrees to present, on behalf of itself, the Trustee and the Certificateholders, claims to the insurer under any primary insurance policies and, in this regard, to take any reasonable action necessary to permit recovery under any primary insurance policies respecting defaulted Mortgage Loans. Any amounts collected by the Master Servicer under any primary insurance policies shall be deposited in the Certificate Account. The Master Servicer shall take whatever action is appropriate to maximize the amounts payable under the Mortgage Insurance Policy and to service the Covered Mortgage Loans in the manner required by the Mortgage Insurance Policy. The Master Servicer shall prepare and submit all claims eligible for submission under the Mortgage Insurance Policy and shall, except as otherwise specified in this Agreement, perform all of the obligations of the insured under the Mortgage Insurance Policy. If the Mortgage Insurance Policy is terminated for any reason other than the exhaustion of its coverage, or if the financial strength rating of the Mortgage Insurer is reduced to below investment grade, the Master Servicer will use its best efforts to obtain a comparable policy from an insurer that is acceptable to the Rating Agencies. The replacement policy shall provide coverage equal to the then remaining coverage of the applicable Mortgage Insurance Policy, if available. However, if the premium cost of a replacement policy exceeds the premium cost of the Mortgage Insurance Policy, the coverage amount of the replacement policy will be reduced so that its premium cost will not exceed the premium cost of the Mortgage Insurance Policy. In the event that a shortfall in any collection on or liability with respect to any Mortgage Loan results from or is attributable to adjustments to Mortgage Rates, Scheduled Payments or Stated Principal Balances that were made by the Master Servicer in a manner not consistent with the terms of the related Mortgage Note and this Agreement, the Master Servicer, upon discovery or receipt of notice thereof, immediately shall deliver to the Trustee for deposit in the Distribution Account from its own funds the amount of any such shortfall and shall indemnify and hold harmless the Trust Fund, the Trustee, the Depositor and any successor master servicer in respect of any such liability. Such indemnities shall survive the termination or discharge of this Agreement. Notwithstanding the foregoing, this Section 3.01 shall not limit the ability of the Master Servicer to seek recovery of any such amounts from the related Mortgagor under the terms of the related Mortgage Note, as permitted by law and shall not be an expense of the Trust.

Master Servicer to Service Mortgage Loans. (a) For and on behalf of the Certificateholders, the Master Servicer shall service and administer the Mortgage Loans in accordance with the terms of this Agreement and in accordance with the respective Mortgage Loans and, to the extent consistent with such terms, in compliance with all applicable federal, state and local laws, and 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 lenders in servicers administering similar mortgage loans and giving due consideration to the related First Lien Mortgage Loan. Subject only to the above-described servicing standards and the terms of this Agreement and of the respective states in which the Mortgaged Properties are located, including taking all required and appropriate actions under each Required Insurance Policy and taking all required and appropriate actions under the Mortgage Insurance Policy on behalf of the Co-Trustee, other than the payment of the Mortgage Insurance Premium and obtaining the approval of the Mortgage Insurer with respect to the appointment of a successor servicer. In connection with such servicing and administrationLoans, the Master Servicer shall have full power and authority, acting alone and/or or through subservicers Subservicers as provided in Section 3.02 hereof, subject to the terms hereof (i) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds, other Liquidation Proceeds and Subsequent Recoveries, and (iv) subject to Section 3.12(b)3.02, to effectuate foreclosure do or other conversion of the ownership of the Mortgaged Property securing cause to be done any Mortgage Loan; provided that the Master Servicer shall take no action that is inconsistent and all things in connection with such servicing and administration which it may deem necessary or prejudices the interests of the Trustee or the Certificateholders in any Mortgage Loan or the rights and interests of the Depositor and the Trustee under this Agreement. The Master Servicer shall represent and protect the interest of the Trustee in the same manner as it currently protects its own interest in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan and shall not make or permit any modification, waiver or amendment of any term of any Mortgage Loan which would (i) cause any REMIC formed hereunder to fail to qualify as a REMIC, (ii) result in the imposition of any tax under section 860(a) or 860(d) of the Code or (iii) cause any Covered Mortgage Loan to not be covered by the Mortgage Insurance Policy, but in any case the Master Servicer shall not act in any manner that is a lesser standard than that provided in the first sentence of this Section 3.01desirable. Without limiting the generality of the foregoing, the Master Servicer, Servicer in its own name or in the name of the Depositor and the Trustee, a Subservicer is hereby authorized and empowered by the Depositor and the Trustee, Trustee when the Master Servicer believes it appropriate in its reasonable judgmentbest judgment in accordance with Accepted Servicing Practices, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any of them, deliver 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 related Mortgage Loans, Loans and with respect to the Mortgaged Properties and to institute foreclosure proceedings or obtain a deed-in-lieu of foreclosure so as to convert the ownership of such properties, and to hold or cause to be held for the benefit title to such properties, on behalf of the CertificateholdersTrustee and in the name of the Trust. The Master Servicer shall prepare service and deliver administer the Mortgage Loans in accordance with applicable state and federal law and shall provide to the Depositor and/or Mortgagors any reports required to be provided to them thereby. Subject to Section 3.16, the Trustee shall execute, at the written request of the Master Servicer, and furnish to the Master Servicer and any Subservicer such documents requiring execution and delivery by any or all of them as are necessary or appropriate to enable the Master Servicer or any Subservicer to service carry out their servicing and administer the Mortgage Loans. Upon receipt of such documentsadministrative duties hereunder, the Depositor and/or and the Trustee shall execute such documents and deliver them hereby grants to the Master Servicer. The Master Servicer further is authorized and empowered by the Trustee, on behalf of the Certificateholders and the Trustee, in its own name or in the name of the each Subservicer, when the Master Servicer or the Subservicerand this Agreement shall constitute, as the case may be, believes it appropriate in its best judgment a power of attorney to register any Mortgage Loan on the MERS® System, or cause the removal from the registration carry out such duties including a power of any Mortgage Loan on the MERS® System, attorney to execute and deliver, take title to Mortgaged Properties after foreclosure on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely the Trust. The Trustee shall execute a power of attorney in the form attached hereto as nominee Exhibit Q in favor of the Master Servicer and/or each Subservicer for the purposes described herein to the extent necessary or desirable to enable the Master Servicer to perform its duties hereunder. The Trustee and its successors and assignsshall not be liable for the actions of the Master Servicer or any Subservicers under such powers of attorney. If the Master Servicer receives any notice of suit, litigation or proceeding in the name of Deutsche Bank National Trust Company, then the Master Servicer shall promptly forward a copy of same to the Trustee unless the notice of said suit, litigation or proceeding was provided by the Trustee to the Master Servicer. (a) In accordance with the standards of the preceding paragraph, the Master Servicer on escrowed accounts 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 PropertiesProperties (to the extent the Master Servicer has received reasonable timely notice that such taxes or assessments have not been paid by the related Mortgagor or the owner or the servicer of the related First Lien Mortgage Loan), which advances shall be Servicing Advances reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.06Mortgagors, and further as provided in Section 3.083.11. All costs Any cost incurred by the Master Servicer, if any, Servicer or by Subservicers in effecting the timely payments payment of taxes and assessments on the a Mortgaged Properties and related insurance premiums Property shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balance under unpaid principal balance of the related Mortgage LoansLoan, notwithstanding that the terms of such Mortgage Loans Loan so permit. Notwithstanding anything in this Agreement to the contrary, however, the Master Servicer need not make any future advances with respect to a Mortgage Loan if the Master Servicer makes a good faith determination that such advance would, if made, constitute a Nonrecoverable P&I Advance or Nonrecoverable Servicing Advance. (b) The Master Servicer shall deliver a list of Servicing Officers to the Trustee by the Closing Date. In addition, the Master Servicer shall administer the Mortgage Insurance Policy on behalf of itself, the Sellers, the Depositor, and the Trustee for the benefit of the Certificateholders, when it is necessary to make claims and receive payments under the Mortgage Insurance Policy. In connection with its activities as Master Servicer of the Mortgage Loans, the Master Servicer agrees to present, on behalf of itself, the Trustee and the Certificateholders, claims to the insurer under not (i) permit any primary insurance policies and, in this regard, to take any reasonable action necessary to permit recovery under any primary insurance policies respecting defaulted Mortgage Loans. Any amounts collected by the Master Servicer under any primary insurance policies shall be deposited in the Certificate Account. The Master Servicer shall take whatever action is appropriate to maximize the amounts payable under the Mortgage Insurance Policy and to service the Covered Mortgage Loans in the manner required by the Mortgage Insurance Policy. The Master Servicer shall prepare and submit all claims eligible for submission under the Mortgage Insurance Policy and shall, except as otherwise specified in this Agreement, perform all of the obligations of the insured under the Mortgage Insurance Policy. If the Mortgage Insurance Policy is terminated for any reason other than the exhaustion of its coverage, or if the financial strength rating of the Mortgage Insurer is reduced to below investment grade, the Master Servicer will use its best efforts to obtain a comparable policy from an insurer that is acceptable to the Rating Agencies. The replacement policy shall provide coverage equal to the then remaining coverage of the applicable Mortgage Insurance Policy, if available. However, if the premium cost of a replacement policy exceeds the premium cost of the Mortgage Insurance Policy, the coverage amount of the replacement policy will be reduced so that its premium cost will not exceed the premium cost of the Mortgage Insurance Policy. In the event that a shortfall in any collection on or liability modification with respect to any Mortgage Loan results that would change the Mortgage Interest Rate, reduce or increase the principal balance (except for reductions resulting from actual payments of principal) or is attributable to adjustments to change the final maturity date on such Mortgage Rates, Scheduled Payments Loan (except for (A) a reduction of interest or Stated Principal Balances that were made by principal payments resulting from the Master Servicer in a manner not consistent with the terms application of the related Servicemembers Civil Relief Act or any similar state statutes or (B) as provided in Section 3.07, if the Mortgagor is in default with respect to the Mortgage Note and this AgreementLoan or such default is, in the judgment of the Master Servicer, upon discovery reasonably foreseeable) or receipt of notice thereof(ii) permit any modification, immediately shall deliver to the Trustee for deposit in the Distribution Account from its own funds the amount waiver or amendment of any such shortfall and shall indemnify and hold harmless the Trust Fund, the Trustee, the Depositor and any successor master servicer in respect term of any Mortgage Loan that would both (A) effect an exchange or reissuance of such liability. Such indemnities shall survive Mortgage Loan under Section 1001 of the termination Code (or discharge final, temporary or proposed Treasury regulations promulgated thereunder) and (B) cause either Trust REMIC to fail to qualify as a REMIC under the Code or the imposition of any tax on “prohibited transactions” or “contributions after the start-up day” under the REMIC Provisions, or (iii) except as provided in Section 3.07(a), waive any Prepayment Premiums. (c) The Master Servicer may delegate its responsibilities under this Agreement. Notwithstanding the foregoing; provided, this Section 3.01 however, that no such delegation shall not limit the ability of release the Master Servicer to seek recovery of any such amounts from the responsibilities or liabilities arising under this Agreement. (d) If the Mortgage relating to a Mortgage Loan had a related Mortgagor under First Lien Mortgage Loan on the terms related Mortgaged Property as of the Cut-off Date, then the Master Servicer, in such capacity, may consent to the refinancing of the related First Lien Mortgage NoteLoan, as permitted by law and shall not be an expense of provided that such refinancing is consistent with the TrustMaster Servicer’s standard subordination underwriting guidelines.

Master Servicer to Service Mortgage Loans. For and on behalf of the Certificateholders, the Master Servicer shall service and administer the Mortgage Loans in accordance with the terms of (i) the Servicing Rights Transfer and Subservicing Agreement, pursuant to which First Tennessee Mortgage Services, Inc. engaged the Master Servicer to subservice the Mortgage Loans, (ii) this Agreement and (iii) the customary and usual standards of practice of prudent mortgage loan lenders in servicers; provided that if there is a conflict between the respective states in which the Mortgaged Properties are located, including taking all required and appropriate actions under each Required Insurance Policy and taking all required and appropriate actions under the Mortgage Insurance Policy on behalf terms of the Co-TrusteeServicing Agreement and the Servicing Rights Transfer and Subservicing Agreement, on the one hand, and this Agreement, on the other than hand, the payment terms of the Mortgage Insurance Premium and obtaining the approval of the Mortgage Insurer with respect to the appointment of a successor servicerthis Agreement shall prevail. In connection with such servicing and administration, the Master Servicer shall have full power and authority, acting alone and/or through subservicers Subservicers as provided in Section 3.02 3.2 hereof, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration, including but not limited to, the power and authority, subject to the terms hereof (i) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds, Proceeds and other Liquidation Proceeds and Subsequent RecoveriesProceeds, and (iv) subject to Section 3.12(b), to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that the Master Servicer shall not take no any action that is inconsistent with or prejudices the interests of the Trustee Trust Fund or the Certificateholders in any Mortgage Loan or the rights and interests of the Depositor Depositor, the Trustee and the Trustee Certificateholders under this Agreement. The Master Servicer shall represent and protect the interest interests of the Trustee Trust Fund in the same manner as it currently protects its own interest interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan Loan, and shall not make or permit any modification, waiver or amendment of any term of any Mortgage Loan which would (i) cause any the REMIC formed created hereunder to fail to qualify as a REMIC, (ii) REMIC or result in the imposition of any tax under section 860(aSection 860F(a) or 860(dSection 860G(d) of the Code or (iii) cause any Covered Mortgage Loan to not be covered by the Mortgage Insurance Policy, but in any case the Master Servicer shall not act in any manner that is a lesser standard than that provided in the first sentence of this Section 3.01Code. Without limiting the generality of the foregoing, the Master Servicer, in its own name or in the name of the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, when the Master Servicer believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to the Mortgage Loans, and with respect to the Mortgaged Properties held for the benefit of the Certificateholders. The Master Servicer shall prepare and deliver to the Depositor and/or the Trustee such documents requiring execution and delivery by any either or all both of them as are necessary or appropriate to enable the Master Servicer to service and administer the Mortgage LoansLoans to the extent that the Master Servicer is not permitted to execute and deliver such documents pursuant to the preceding sentence. Upon receipt of such documents, the Depositor and/or the Trustee shall execute such documents and deliver them to the Master Servicer. The Master Servicer further is authorized and empowered by the Trustee, on behalf of the Certificateholders and the Trustee, in its own name or in the name of the Subservicer, when the Master Servicer or the Subservicer, Subservicer as the case may be, believes it appropriate in its best judgment to register any Mortgage Loan on the MERS® MERS(R) System, or cause the removal from the registration of any Mortgage Loan on the MERS® MERS(R) System, to execute and deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Trustee and its successors and assigns. In accordance with the standards of the preceding paragraph, the Master Servicer shall advance or cause to be advanced funds as necessary for the purpose of effecting the payment of taxes and assessments on the Mortgaged Properties, which advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.063.6, and further as provided in Section 3.083.8. All The costs incurred by the Master Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balance under Balances of the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. The Master Servicer shall deliver a list of Servicing Officers to the Trustee by the Closing Date. In addition, the Master Servicer shall administer the Mortgage Insurance Policy on behalf of itself, the Sellers, the Depositor, and the Trustee for the benefit of the Certificateholders, when it is necessary to make claims and receive payments under the Mortgage Insurance Policy. In connection with its activities as Master Servicer of the Mortgage Loans, the Master Servicer agrees to present, on behalf of itself, the Trustee and the Certificateholders, claims to the insurer under any primary insurance policies and, in this regard, to take any reasonable action necessary to permit recovery under any primary insurance policies respecting defaulted Mortgage Loans. Any amounts collected by the Master Servicer under any primary insurance policies shall be deposited in the Certificate Account. The Master Servicer shall take whatever action is appropriate to maximize the amounts payable under the Mortgage Insurance Policy and to service the Covered Mortgage Loans in the manner required by the Mortgage Insurance Policy. The Master Servicer shall prepare and submit all claims eligible for submission under the Mortgage Insurance Policy and shall, except as otherwise specified in this Agreement, perform all of the obligations of the insured under the Mortgage Insurance Policy. If the Mortgage Insurance Policy is terminated for any reason other than the exhaustion of its coverage, or if the financial strength rating of the Mortgage Insurer is reduced to below investment grade, the Master Servicer will use its best efforts to obtain a comparable policy from an insurer that is acceptable to the Rating Agencies. The replacement policy shall provide coverage equal to the then remaining coverage of the applicable Mortgage Insurance Policy, if available. However, if the premium cost of a replacement policy exceeds the premium cost of the Mortgage Insurance Policy, the coverage amount of the replacement policy will be reduced so that its premium cost will not exceed the premium cost of the Mortgage Insurance Policy. In the event that a shortfall in any collection on or liability with respect to any Mortgage Loan results from or is attributable to adjustments to Mortgage Rates, Scheduled Payments or Stated Principal Balances that were made by the Master Servicer in a manner not consistent with the terms of the related Mortgage Note and this Agreement, the Master Servicer, upon discovery or receipt of notice thereof, immediately shall deliver to the Trustee for deposit in the Distribution Account from its own funds the amount of any such shortfall and shall indemnify and hold harmless the Trust Fund, the Trustee, the Depositor and any successor master servicer in respect of any such liability. Such indemnities shall survive the termination or discharge of this Agreement. Notwithstanding the foregoing, this Section 3.01 shall not limit the ability of the Master Servicer to seek recovery of any such amounts from the related Mortgagor under the terms of the related Mortgage Note, as permitted by law and shall not be an expense of the Trust.

Master Servicer to Service Mortgage Loans. For and on behalf of the CertificateholdersCertificateholders and the Certificate Insurer, the Master Servicer shall service and administer the Mortgage Loans in accordance with customary and usual standards of practice of prudent mortgage loan lenders in the respective states in which the Mortgaged Properties are located, including taking all required and appropriate actions under each Required Insurance Policy and taking all required and appropriate actions under the Mortgage Insurance Policy on behalf of the Co-Trustee, other than the payment of the Mortgage Insurance Premium and obtaining the approval of the Mortgage Insurer with respect to the appointment of a successor servicer. In connection with such servicing and administration, the Master Servicer shall have full power and authority, acting alone and/or through subservicers as provided in Section 3.02 hereof, subject to the terms hereof (i) to execute and deliver, on behalf of the Certificateholders this Agreement and the Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds, other Liquidation Proceeds and Subsequent Recoveries, and (iv) subject to Section 3.12(b), to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that the Master Servicer shall take no action that is inconsistent with or prejudices the interests of the Trustee or the Certificateholders in any Mortgage Loan or the rights and interests of the Depositor and the Trustee under this AgreementServicing Standard. The Master Servicer shall represent and protect the interest of the Trustee in the same manner as it currently protects its own interest in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan and shall not make or permit any modification, waiver waiver, or amendment of any term of any Mortgage Loan which that would (i) cause any REMIC formed hereunder created under this Agreement to fail to qualify as a REMIC, (ii) REMIC or result in the imposition of any tax under section 860(a860F(a) or 860(dsection 860G(d) of the Code or (iii) cause any Covered Mortgage Loan to not be covered by the Mortgage Insurance Policy, but in any case the Master Servicer shall not act in any manner that is a lesser standard than that provided in the first sentence of this Section 3.01Code. Without limiting the generality of the foregoing, the Master Servicer, in its own name or in the name of the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, when the Master Servicer believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders 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 with respect to the Mortgaged Properties held for the benefit of the Certificateholders. The Master Servicer shall prepare and deliver to the Depositor and/or or the Trustee such any documents requiring execution and delivery by any either or all both of them as are necessary or appropriate to enable the Master Servicer to service and administer the Mortgage LoansLoans to the extent that the Master Servicer is not permitted to execute and deliver such documents pursuant to the preceding sentence. Upon receipt of such the documents, the Depositor and/or or the Trustee shall execute such the documents and deliver them to the Master Servicer. The Master Servicer further is authorized and empowered by the Trustee, on behalf of the Certificateholders and the Trustee, in its own name or in the name of the Subservicer, when the Master Servicer or the Subservicer, as the case may be, believes it appropriate in its best judgment to register any Mortgage Loan on the MERS® MERS(R) System, or cause the removal from the registration of any Mortgage Loan on the MERS® MERS(R) System, to execute and deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Trustee and its successors and assigns. In accordance with and to the standards extent of the preceding paragraphServicing Standard, the Master Servicer shall advance or cause funds necessary to be advanced funds as necessary for the purpose of effecting effect the payment of taxes and assessments on the Mortgaged Properties, which advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.063.07, and further as provided in Section 3.083.09. All The costs incurred by the Master Servicer, if any, Servicer in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balance under Balances of the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. The Master Servicer shall deliver a list of Servicing Officers to the Trustee by the Closing Date. In addition, the Master Servicer shall administer the Mortgage Insurance Policy on behalf of itself, the Sellers, the Depositor, and the Trustee for the benefit of the Certificateholders, when it is necessary to make claims and receive payments under the Mortgage Insurance Policy. In connection with its activities as Master Servicer of the Mortgage Loans, the Master Servicer agrees to present, on behalf of itself, the Trustee and the Certificateholders, claims to the insurer under any primary insurance policies and, in this regard, to take any reasonable action necessary to permit recovery under any primary insurance policies respecting defaulted Mortgage Loans. Any amounts collected by the Master Servicer under any primary insurance policies shall be deposited in the Certificate Account. The Master Servicer shall take whatever action is appropriate to maximize the amounts payable under the Mortgage Insurance Policy and to service the Covered Mortgage Loans in the manner required by the Mortgage Insurance Policy. The Master Servicer shall prepare and submit all claims eligible for submission under the Mortgage Insurance Policy and shall, except as otherwise specified in this Agreement, perform all of the obligations of the insured under the Mortgage Insurance Policy. If the Mortgage Insurance Policy is terminated for any reason other than the exhaustion of its coverage, or if the financial strength rating of the Mortgage Insurer is reduced to below investment grade, the Master Servicer will use its best efforts to obtain a comparable policy from an insurer that is acceptable to the Rating Agencies. The replacement policy shall provide coverage equal to the then remaining coverage of the applicable Mortgage Insurance Policy, if available. However, if the premium cost of a replacement policy exceeds the premium cost of the Mortgage Insurance Policy, the coverage amount of the replacement policy will be reduced so that its premium cost will not exceed the premium cost of the Mortgage Insurance Policy. In the event that a shortfall in any collection on or liability with respect to any Mortgage Loan results from or is attributable to adjustments to Mortgage Rates, Scheduled Payments or Stated Principal Balances that were made by the Master Servicer in a manner not consistent with the terms of the related Mortgage Note and this Agreement, the Master Servicer, upon discovery or receipt of notice thereof, immediately shall deliver to the Trustee for deposit in the Distribution Account from its own funds the amount of any such shortfall and shall indemnify and hold harmless the Trust Fund, the Trustee, the Depositor and any successor master servicer in respect of any such liability. Such indemnities shall survive the termination or discharge of this Agreement. Notwithstanding the foregoing, this Section 3.01 shall not limit the ability of the Master Servicer to seek recovery of any such amounts from the related Mortgagor under the terms of the related Mortgage Note, as permitted by law and shall not be an expense of the Trust.

Master Servicer to Service Mortgage Loans. For and on behalf of the Certificateholders, the Master Servicer shall service and administer the Mortgage Loans in accordance with customary and usual standards of practice of prudent mortgage loan lenders in the respective states in which the Mortgaged Properties are located, including taking all required and appropriate actions under each Required Insurance Policy and taking all required and appropriate actions under the Mortgage Insurance Policy on behalf of the Co-Trustee, other than the payment of the Mortgage Insurance Premium and obtaining the approval of the Mortgage Insurer with respect to the appointment of a successor servicerPolicy. In connection with such servicing and administration, the Master Servicer shall have full power and authority, acting alone and/or through subservicers as provided in Section 3.02 hereof, subject to the terms hereof (i) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds, other Liquidation Proceeds and (other than proceeds of the Loan Insurance Policy) and, Subsequent Recoveries, and (iv) subject to Section 3.12(b), to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that the Master Servicer shall take no action that is inconsistent with or prejudices the interests of the Trustee or the Certificateholders in any Mortgage Loan or the rights and interests of the Depositor and the Trustee under this Agreement. The Master Servicer shall represent and protect the interest of the Trustee in the same manner as it currently protects its own interest in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan and shall not make or permit any modification, waiver or amendment of any term of any Mortgage Loan which would (i) cause any REMIC formed hereunder to fail to qualify as a REMIC, REMIC or (ii) result in the imposition of any tax under section Section 860(a) or 860(d) of the Code or (iii) cause any Covered Mortgage Loan to not be covered by the Mortgage Insurance PolicyCode, but in any case the Master Servicer shall not act in any manner that is a lesser standard than that provided in the first sentence of this Section 3.01. Without limiting the generality of the foregoing, the Master Servicer, in its own name or in the name of the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, when the Master Servicer believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to the Mortgage Loans, and with respect to the Mortgaged Properties held for the benefit of the Certificateholders. The Master Servicer shall prepare and deliver to the Depositor and/or the Trustee such documents requiring execution and delivery by any or all of them as are necessary or appropriate to enable the Master Servicer to service and administer the Mortgage Loans. Upon receipt of such documents, the Depositor and/or the Trustee shall execute such documents and deliver them to the Master Servicer. The Master Servicer further is authorized and empowered by the Trustee, on behalf of the Certificateholders and the Trustee, in its own name or in the name of the Subservicer, when the Master Servicer or the Subservicer, as the case may be, believes it appropriate in its best judgment to register any Mortgage Loan on the MERS® MERS(R) System, or cause the removal from the registration of any Mortgage Loan on the MERS® MERS(R) System, to execute and deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Trustee and its successors and assigns. In accordance with the standards of the preceding paragraph, the Master Servicer shall advance or cause to be advanced funds as necessary for the purpose of effecting the payment of taxes and assessments on the Mortgaged Properties, which advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.06, and further as provided in Section 3.08. All costs incurred by the Master Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balance under the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. The Master Servicer shall deliver a list of Servicing Officers to the Trustee by the Closing Date. In addition, the Master Servicer shall administer the Mortgage Insurance Policy on behalf of itself, the Sellers, the Depositor, and the Trustee for the benefit of the Certificateholders, when it is necessary to make claims and receive payments under the Mortgage Insurance Policy. In connection with its activities as Master Servicer of the Mortgage Loans, the Master Servicer agrees to present, on behalf of itself, the Trustee and the Certificateholders, claims to the insurer under any primary insurance policies and, in this regard, to take any reasonable action necessary to permit recovery under any primary insurance policies respecting defaulted Mortgage Loans. Any amounts collected by the Master Servicer under any primary insurance policies shall be deposited in the Certificate Account. The Master Servicer shall take whatever action is appropriate to maximize the amounts payable under the Mortgage Insurance Policy and to service the Covered Mortgage Loans in the manner required by the Mortgage Insurance Policy. The Master Servicer shall prepare and submit all claims eligible for submission under the Mortgage Insurance Policy and shall, except as otherwise specified in this Agreement, perform all of the obligations of the insured under the Mortgage Insurance Policy. If the Mortgage Insurance Policy is terminated for any reason other than the exhaustion of its coverage, or if the financial strength rating of the Mortgage Insurer is reduced to below investment grade, the Master Servicer will use its best efforts to obtain a comparable policy from an insurer that is acceptable to the Rating Agencies. The replacement policy shall provide coverage equal to the then remaining coverage of the applicable Mortgage Insurance Policy, if available. However, if the premium cost of a replacement policy exceeds the premium cost of the Mortgage Insurance Policy, the coverage amount of the replacement policy will be reduced so that its premium cost will not exceed the premium cost of the Mortgage Insurance Policy. In the event that a shortfall in any collection on or liability with respect to any Mortgage Loan results from or is attributable to adjustments to Mortgage Rates, Scheduled Payments or Stated Principal Balances that were made by the Master Servicer in a manner not consistent with the terms of the related Mortgage Note and this Agreement, the Master Servicer, upon discovery or receipt of notice thereof, immediately shall deliver to the Trustee for deposit in the Distribution Account from its own funds the amount of any such shortfall and shall indemnify and hold harmless the Trust Fund, the Trustee, the Co-Trustee, the Depositor and any successor master servicer in respect of any such liability. Such indemnities shall survive the termination or discharge of this Agreement. Notwithstanding the foregoing, this Section 3.01 shall not limit the ability of the Master Servicer to seek recovery of any such amounts from the related Mortgagor under the terms of the related Mortgage Note, as permitted by law and shall not be an expense of the Trust.

Master Servicer to Service Mortgage Loans. For and on behalf of the CertificateholdersCertificateholders and the Certificate Insurer, the Master Servicer shall service and administer the Mortgage Loans in accordance with the terms of this Agreement and customary and usual standards of practice of prudent mortgage loan lenders in the respective states in which the Mortgaged Properties are located, including taking all required and appropriate actions under each Required Insurance Policy and taking all required and appropriate actions under the Mortgage Insurance Policy on behalf of the Co-Trustee, other than the payment of the Mortgage Insurance Premium and obtaining the approval of the Mortgage Insurer with respect to the appointment of a successor servicerservicers. In connection with such servicing and administration, the Master Servicer shall have full power and authority, acting alone and/or through subservicers Subservicers as provided in Section 3.02 hereof, subject to the terms hereof (i) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds, Proceeds and other Liquidation Proceeds and Subsequent RecoveriesProceeds, and (iv) subject to Section 3.12(b), to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that the Master Servicer shall not take no any action that is inconsistent with or prejudices the interests of the Trustee Trust Fund, the Certificate Insurer or the Certificateholders in any Mortgage Loan or the rights and interests of the Depositor Depositor, the Trustee, the Certificate Insurer and the Trustee Certificateholders under this Agreement. The Master Servicer shall represent and protect the interest interests of the Trustee Trust Fund in the same manner as it currently protects its own interest interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan Loan, and shall not make or permit any modification, waiver or amendment of any term of any Mortgage Loan which would (i) cause any REMIC formed hereunder to fail to qualify as a REMIC, (ii) REMIC or result in the imposition of any tax under section 860(aSection 860F(a) or 860(dSection 860G(d) of the Code or (iii) cause any Covered Mortgage Loan to not be covered by the Mortgage Insurance Policy, but in any case the Master Servicer shall not act in any manner that is a lesser standard than that provided in the first sentence of this Section 3.01Code. Without limiting the generality of the foregoing, the Master Servicer, in its own name or in the name of the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, when the Master Servicer believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to the Mortgage Loans, and with respect to the Mortgaged Properties held for the benefit of the CertificateholdersCertificateholders and the Certificate Insurer. The Master Servicer shall prepare and deliver to the Depositor and/or the Trustee such documents requiring execution and delivery by any either or all both of them as are necessary or appropriate to enable the Master Servicer to service and administer the Mortgage LoansLoans to the extent that the Master Servicer is not permitted to execute and deliver such documents pursuant to the preceding sentence. Upon receipt of such documents, the Depositor and/or the Trustee shall execute such documents and deliver them to the Master Servicer. The Master Servicer further is authorized and empowered by the Trustee, on behalf of the Certificateholders and the Trustee, in its own name or in the name of the Subservicer, when the Master Servicer or the Subservicer, as the case may be, believes it appropriate in its best judgment to register any Mortgage Loan on the MERS® System, or cause the removal from the registration of any Mortgage Loan on the MERS® System, to execute and deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Trustee and its successors and assigns. In accordance with the standards of the preceding paragraph, the Master Servicer shall advance or cause to be advanced funds as necessary for the purpose of effecting the payment of taxes and assessments on the Mortgaged Properties, which advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.06, and further as provided in Section 3.08. All The costs incurred by the Master Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balance under Balances of the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. The Master Servicer shall deliver a list of Servicing Officers to the Trustee by the Closing Date. In addition, the Master Servicer shall administer the Mortgage Insurance Policy on behalf of itself, the Sellers, the Depositor, and the Trustee for the benefit of the Certificateholders, when it is necessary to make claims and receive payments under the Mortgage Insurance Policy. In connection with its activities as Master Servicer of the Mortgage Loans, the Master Servicer agrees to present, on behalf of itself, the Trustee and the Certificateholders, claims to the insurer under any primary insurance policies and, in this regard, to take any reasonable action necessary to permit recovery under any primary insurance policies respecting defaulted Mortgage Loans. Any amounts collected by the Master Servicer under any primary insurance policies shall be deposited in the Certificate Account. The Master Servicer shall take whatever action is appropriate to maximize the amounts payable under the Mortgage Insurance Policy and to service the Covered Mortgage Loans in the manner required by the Mortgage Insurance Policy. The Master Servicer shall prepare and submit all claims eligible for submission under the Mortgage Insurance Policy and shall, except as otherwise specified in this Agreement, perform all of the obligations of the insured under the Mortgage Insurance Policy. If the Mortgage Insurance Policy is terminated for any reason other than the exhaustion of its coverage, or if the financial strength rating of the Mortgage Insurer is reduced to below investment grade, the Master Servicer will use its best efforts to obtain a comparable policy from an insurer that is acceptable to the Rating Agencies. The replacement policy shall provide coverage equal to the then remaining coverage of the applicable Mortgage Insurance Policy, if available. However, if the premium cost of a replacement policy exceeds the premium cost of the Mortgage Insurance Policy, the coverage amount of the replacement policy will be reduced so that its premium cost will not exceed the premium cost of the Mortgage Insurance Policy. In the event that a shortfall in any collection on or liability with respect to any Mortgage Loan results from or is attributable to adjustments to Mortgage Rates, Scheduled Payments or Stated Principal Balances that were made by the Master Servicer in a manner not consistent with the terms of the related Mortgage Note and this Agreement, the Master Servicer, upon discovery or receipt of notice thereof, immediately shall deliver to the Trustee for deposit in the Distribution Account from its own funds the amount of any such shortfall and shall indemnify and hold harmless the Trust Fund, the Trustee, the Depositor and any successor master servicer in respect of any such liability. Such indemnities shall survive the termination or discharge of this Agreement. Notwithstanding the foregoing, this Section 3.01 shall not limit the ability of the Master Servicer to seek recovery of any such amounts from the related Mortgagor under the terms of the related Mortgage Note, as permitted by law and shall not be an expense of the Trust.

Master Servicer to Service Mortgage Loans. For and on behalf of the Certificateholders, the Master Servicer shall service and administer the Mortgage Loans in accordance with customary and usual standards of practice of prudent mortgage loan lenders in the respective states in which the Mortgaged Properties are located, including taking all required and appropriate actions under each Required Insurance Policy and taking all required and appropriate actions under the Mortgage Insurance Policy on behalf of the Co-Trustee, other than the payment of the Mortgage Insurance Premium and obtaining the approval of the Mortgage Insurer with respect to the appointment of a successor servicerPolicy. In connection with such servicing and administration, the Master Servicer shall have full power and authority, acting alone and/or through subservicers as provided in Section 3.02 hereof, subject to the terms hereof (i) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds, Proceeds and other Liquidation Proceeds and Subsequent RecoveriesProceeds, and (iv) subject to Section 3.12(b), to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that the Master Servicer shall take no action that is inconsistent with or prejudices the interests of the Trustee or the Certificateholders in any Mortgage Loan or the rights and interests of the Depositor and the Trustee under this Agreement. The Master Servicer shall represent and protect the interest of the Trustee in the same manner as it currently protects its own interest in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan and shall not make or permit any modification, waiver or amendment of any term of any Mortgage Loan which would (i) cause any REMIC formed hereunder to fail to qualify as a REMIC, REMIC or (ii) result in the imposition of any tax under section 860(a) or 860(d) of the Code or (iii) cause any Covered Mortgage Loan to not be covered by the Mortgage Insurance PolicyCode, but in any case the Master Servicer shall not act in any manner that is a lesser standard than that provided in the first sentence of this Section 3.01. Without limiting the generality of the foregoing, the Master Servicer, in its own name or in the name of the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, when the Master Servicer believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to the Mortgage Loans, and with respect to the Mortgaged Properties held for the benefit of the Certificateholders. The Master Servicer shall prepare and deliver to the Depositor and/or the Trustee such documents requiring execution and delivery by any or all of them as are necessary or appropriate to enable the Master Servicer to service and administer the Mortgage Loans. Upon receipt of such documents, the Depositor and/or the Trustee shall execute such documents and deliver them to the Master Servicer. The Master Servicer further is authorized and empowered by the Trustee, on behalf of the Certificateholders and the Trustee, in its own name or in the name of the Subservicer, when the Master Servicer or the Subservicer, as the case may be, believes it appropriate in its best judgment to register any Mortgage Loan on the MERS® MERS(R) System, or cause the removal from the registration of any Mortgage Loan on the MERS® MERS(R) System, to execute and deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Trustee and its successors and assigns. In accordance with the standards of the preceding paragraph, the Master Servicer shall advance or cause to be advanced funds as necessary for the purpose of effecting the payment of taxes and assessments on the Mortgaged Properties, which advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.06, and further as provided in Section 3.08. All costs incurred by the Master Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balance under the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. The Master Servicer shall deliver a list of Servicing Officers to the Trustee by the Closing Date. In addition, the Master Servicer shall administer the Mortgage Insurance Policy on behalf of itself, the Sellers, the Depositor, and the Trustee for the benefit of the Certificateholders, when it is necessary to make claims and receive payments under the Mortgage Insurance Policy. In connection with its activities as Master Servicer of the Mortgage Loans, the Master Servicer agrees to present, on behalf of itself, the Trustee and the Certificateholders, claims to the insurer under any primary insurance policies and, in this regard, to take any reasonable action necessary to permit recovery under any primary insurance policies respecting defaulted Mortgage Loans. Any amounts collected by the Master Servicer under any primary insurance policies shall be deposited in the Certificate Account. The Master Servicer shall take whatever action is appropriate to maximize the amounts payable under the Mortgage Insurance Policy and to service the Covered Mortgage Loans in the manner required by the Mortgage Insurance Policy. The Master Servicer shall prepare and submit all claims eligible for submission under the Mortgage Insurance Policy and shall, except as otherwise specified in this Agreement, perform all of the obligations of the insured under the Mortgage Insurance Policy. If the Mortgage Insurance Policy is terminated for any reason other than the exhaustion of its coverage, or if the financial strength rating of the Mortgage Insurer is reduced to below investment grade, the Master Servicer will use its best efforts to obtain a comparable policy from an insurer that is acceptable to the Rating Agencies. The replacement policy shall provide coverage equal to the then remaining coverage of the applicable Mortgage Insurance Policy, if available. However, if the premium cost of a replacement policy exceeds the premium cost of the Mortgage Insurance Policy, the coverage amount of the replacement policy will be reduced so that its premium cost will not exceed the premium cost of the Mortgage Insurance Policy. In the event that a shortfall in any collection on or liability with respect to any Mortgage Loan results from or is attributable to adjustments to Mortgage Rates, Scheduled Monthly Payments or Stated Principal Balances that were made by the Master Servicer in a manner not consistent with the terms of the related Mortgage Note and this Agreement, the Master Servicer, upon discovery or receipt of notice thereof, immediately shall deliver to the Trustee for deposit in the Distribution Account from its own funds the amount of any such shortfall and shall indemnify and hold harmless the Trust Fund, the Trustee, the Depositor and any successor master servicer in respect of any such liability. Such indemnities shall survive the termination or discharge of this Agreement. Notwithstanding the foregoing, this Section 3.01 shall not limit the ability of the Master Servicer to seek recovery of any such amounts from the related Mortgagor under the terms of the related Mortgage Note, as permitted by law and shall not be an expense of the Trust.

Master Servicer to Service Mortgage Loans. For and on behalf of the Certificateholders, the Master Servicer shall service and administer the Mortgage Loans in accordance with customary and usual standards of practice of prudent mortgage loan lenders in the respective states in which the Mortgaged Properties are located, including taking all required and appropriate actions under each Required Insurance Policy and taking all required and appropriate actions under the Mortgage Insurance Policy on behalf of the Co-Trustee, other than the payment of the Mortgage Insurance Premium and obtaining the approval of the related Mortgage Insurer with respect to the appointment of a successor servicer. In connection with such servicing and administration, the Master Servicer shall have full power and authority, acting alone and/or through subservicers as provided in Section 3.02 hereof, subject to the terms hereof (i) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds, Proceeds and other Liquidation Proceeds and Subsequent RecoveriesProceeds, and (iv) subject to Section 3.12(b3.12(a), to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that the Master Servicer shall take no action that is inconsistent with or prejudices the interests of the Trustee or the Certificateholders in any Mortgage Loan or the rights and interests of the Depositor and the Trustee under this Agreement. The Master Servicer shall represent and protect the interest of the Trustee in the same manner as it currently protects its own interest in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan and shall not make or permit any modification, waiver or amendment of any term of any Mortgage Loan which would (i) cause any REMIC formed hereunder to fail to qualify as a REMIC, (ii) result in the imposition of any tax under section 860(a) or 860(d) of the Code or (iii) cause any Covered Mortgage Loan to not be covered by the Mortgage Insurance PolicyPolicy unless the Loan-to-Value Ratio is less than 60%, but in any case the Master Servicer shall not act in any manner that is a lesser standard than that provided in the first sentence of this Section 3.01. Without limiting the generality of the foregoing, the Master Servicer, in its own name or in the name of the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, when the Master Servicer believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to the Mortgage Loans, and with respect to the Mortgaged Properties held for the benefit of the Certificateholders. The Master Servicer shall prepare and deliver to the Depositor and/or the Trustee such documents requiring execution and delivery by any or all of them as are necessary or appropriate to enable the Master Servicer to service and administer the Mortgage Loans. Upon receipt of such documents, the Depositor and/or the Trustee shall execute such documents and deliver them to the Master Servicer. The Master Servicer further is authorized and empowered by the Trustee, on behalf of the Certificateholders and the Trustee, in its own name or in the name of the Subservicer, when the Master Servicer or the Subservicer, as the case may be, believes it appropriate in its best judgment to register any Mortgage Loan on the MERS® MERS(R) System, or cause the removal from the registration of any Mortgage Loan on the MERS® MERS(R) System, to execute and deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Trustee and its successors and assigns. In accordance with the standards of the preceding paragraph, the Master Servicer shall advance or cause to be advanced funds as necessary for the purpose of effecting the payment of taxes and assessments on the Mortgaged Properties, which advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.06, and further as provided in Section 3.08. All costs incurred by the Master Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balance under the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. The Master Servicer shall deliver a list of Servicing Officers to the Trustee by the Closing Date. In addition, the Master Servicer shall administer the Mortgage Insurance Policy Policies on behalf of itself, the SellersSeller, the Depositor, and the Trustee for the benefit of the Certificateholders, when it is necessary to make claims and receive payments under the each Mortgage Insurance Policy. In connection with its activities as Master Servicer of the Mortgage Loans, the Master Servicer agrees to present, on behalf of itself, the Trustee and the Certificateholders, claims to the insurer under any primary insurance policies and, in this regard, to take any reasonable action necessary to permit recovery under any primary insurance policies respecting defaulted Mortgage Loans. Any amounts collected by the Master Servicer under any primary insurance policies shall be deposited in the Certificate Account. The Master Servicer shall take whatever action is appropriate to maximize the amounts payable under the Mortgage Insurance Policy Policies and to service the Covered Mortgage Loans in the manner required by the Mortgage Insurance PolicyPolicies. The Master Servicer shall prepare and submit all claims eligible for submission under the Mortgage Insurance Policy Policies and shall, except as otherwise specified in this Agreement, shall perform all of the obligations of the insured under the Mortgage Insurance PolicyPolicies. If the a Mortgage Insurance Policy is terminated for any reason other than the exhaustion of its coverage, or if the financial strength rating of the Mortgage Insurer its issuer is reduced to below investment grade, the Master Servicer will use its best efforts to obtain a comparable policy from an insurer that is acceptable to the Rating Agencies. The replacement policy shall will provide coverage equal to the then remaining coverage of the applicable Mortgage Insurance Policy, Policy if available. However, if the premium cost of a replacement policy exceeds the premium cost of the Mortgage Insurance Policy, the coverage amount of the replacement policy will be reduced so that its premium cost will not exceed the premium cost of the Mortgage Insurance Policy. In the event that a shortfall in any collection on or liability with respect to any Mortgage Loan results from or is attributable to adjustments to Mortgage Rates, Scheduled Monthly Payments or Stated Principal Balances that were made by the Master Servicer in a manner not consistent with the terms of the related Mortgage Note and this Agreement, the Master Servicer, upon discovery or receipt of notice thereof, immediately shall deliver to the Trustee for deposit in the Distribution Account from its own funds the amount of any such shortfall and shall indemnify and hold harmless the Trust Fund, the Trustee, the Depositor Depositor, the Guarantor and any successor master servicer in respect of any such liability; provided, that in the case of the Guarantor such indemnity shall only apply with respect to Group 1 Mortgage Loans and Group 2 Mortgage Loans. Such indemnities shall survive the termination or discharge of this Agreement. Notwithstanding the foregoing, this Section 3.01 shall not limit the ability of the Master Servicer to seek recovery of any such amounts from the related Mortgagor under the terms of the related Mortgage Note, as permitted by law and shall not be an expense of the Trust.

Master Servicer to Service Mortgage Loans. For and on behalf of the Certificateholders, the Master Servicer shall service and administer the Mortgage Loans in accordance with the terms of (i) the Servicing Rights Transfer and Subservicing Agreement, pursuant to which First Tennessee Mortgage Services, Inc. engaged the Master Servicer to subservice the Mortgage Loans, (ii) this Agreement and (iii) the customary and usual standards of practice of prudent mortgage loan lenders in servicers; provided that if there is a conflict between the respective states in which the Mortgaged Properties are located, including taking all required and appropriate actions under each Required Insurance Policy and taking all required and appropriate actions under the Mortgage Insurance Policy on behalf terms of the Co-TrusteeServicing Agreement and the Servicing Rights Transfer and Subservicing Agreement, on the one hand, and this Agreement, on the other than hand, the payment terms of the Mortgage Insurance Premium and obtaining the approval of the Mortgage Insurer with respect to the appointment of a successor servicerthis Agreement shall prevail. In connection with such servicing and administration, the Master Servicer shall have full power and authority, acting alone and/or through subservicers Subservicers as provided in Section 3.02 3.2 hereof, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration, including but not limited to, the power and authority, subject to the terms hereof (i) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds, Proceeds and other Liquidation Proceeds and Subsequent RecoveriesProceeds, and (iv) subject to Section 3.12(b), to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that the Master Servicer shall not take no any action that is inconsistent with or prejudices the interests of the Trustee Trust Fund or the Certificateholders in any Mortgage Loan or the rights and interests of the Depositor Depositor, the Trustee and the Trustee Certificateholders under this Agreement. The Master Servicer shall represent and protect the interest interests of the Trustee Trust Fund in the same manner as it currently protects its own interest interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan Loan, and shall not make or permit any modification, waiver or amendment of any term of any Mortgage Loan which would (i) cause any REMIC formed created hereunder to fail to qualify as a REMIC, (ii) REMIC or result in the imposition of any tax under section 860(aSection 860F(a) or 860(dSection 860G(d) of the Code or (iii) cause any Covered Mortgage Loan to not be covered by the Mortgage Insurance Policy, but in any case the Master Servicer shall not act in any manner that is a lesser standard than that provided in the first sentence of this Section 3.01Code. Without limiting the generality of the foregoing, the Master Servicer, in its own name or in the name of the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, when the Master Servicer believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to the Mortgage Loans, and with respect to the Mortgaged Properties held for the benefit of the Certificateholders. The Master Servicer shall prepare and deliver to the Depositor and/or the Trustee such documents requiring execution and delivery by any either or all both of them as are necessary or appropriate to enable the Master Servicer to service and administer the Mortgage LoansLoans to the extent that the Master Servicer is not permitted to execute and deliver such documents pursuant to the preceding sentence. Upon receipt of such documents, the Depositor and/or the Trustee shall execute such documents and deliver them to the Master Servicer. The Master Servicer further is authorized and empowered by the Trustee, on behalf of the Certificateholders and the Trustee, in its own name or in the name of the Subservicer, when the Master Servicer or the Subservicer, Subservicer as the case may be, believes it appropriate in its best judgment to register any Mortgage Loan on the MERS® MERS(R) System, or cause the removal from the 50 registration of any Mortgage Loan on the MERS® MERS(R) System, to execute and deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Trustee and its successors and assigns. In accordance with the standards of the preceding paragraph, the Master Servicer shall advance or cause to be advanced funds as necessary for the purpose of effecting the payment of taxes and assessments on the Mortgaged Properties, which advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.063.6, and further as provided in Section 3.083.8. All The costs incurred by the Master Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balance under Balances of the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. The Master Servicer shall deliver a list of Servicing Officers to the Trustee by the Closing Date. In addition, the Master Servicer shall administer the Mortgage Insurance Policy on behalf of itself, the Sellers, the Depositor, and the Trustee for the benefit of the Certificateholders, when it is necessary to make claims and receive payments under the Mortgage Insurance Policy. In connection with its activities as Master Servicer of the Mortgage Loans, the Master Servicer agrees to present, on behalf of itself, the Trustee and the Certificateholders, claims to the insurer under any primary insurance policies and, in this regard, to take any reasonable action necessary to permit recovery under any primary insurance policies respecting defaulted Mortgage Loans. Any amounts collected by the Master Servicer under any primary insurance policies shall be deposited in the Certificate Account. The Master Servicer shall take whatever action is appropriate to maximize the amounts payable under the Mortgage Insurance Policy and to service the Covered Mortgage Loans in the manner required by the Mortgage Insurance Policy. The Master Servicer shall prepare and submit all claims eligible for submission under the Mortgage Insurance Policy and shall, except as otherwise specified in this Agreement, perform all of the obligations of the insured under the Mortgage Insurance Policy. If the Mortgage Insurance Policy is terminated for any reason other than the exhaustion of its coverage, or if the financial strength rating of the Mortgage Insurer is reduced to below investment grade, the Master Servicer will use its best efforts to obtain a comparable policy from an insurer that is acceptable to the Rating Agencies. The replacement policy shall provide coverage equal to the then remaining coverage of the applicable Mortgage Insurance Policy, if available. However, if the premium cost of a replacement policy exceeds the premium cost of the Mortgage Insurance Policy, the coverage amount of the replacement policy will be reduced so that its premium cost will not exceed the premium cost of the Mortgage Insurance Policy. In the event that a shortfall in any collection on or liability with respect to any Mortgage Loan results from or is attributable to adjustments to Mortgage Rates, Scheduled Payments or Stated Principal Balances that were made by the Master Servicer in a manner not consistent with the terms of the related Mortgage Note and this Agreement, the Master Servicer, upon discovery or receipt of notice thereof, immediately shall deliver to the Trustee for deposit in the Distribution Account from its own funds the amount of any such shortfall and shall indemnify and hold harmless the Trust Fund, the Trustee, the Depositor and any successor master servicer in respect of any such liability. Such indemnities shall survive the termination or discharge of this Agreement. Notwithstanding the foregoing, this Section 3.01 shall not limit the ability of the Master Servicer to seek recovery of any such amounts from the related Mortgagor under the terms of the related Mortgage Note, as permitted by law and shall not be an expense of the Trust.

Master Servicer to Service Mortgage Loans. For and on behalf of the Certificateholders, the Master Servicer shall service and administer the Mortgage Loans in accordance with customary and usual standards of practice of prudent mortgage loan lenders in the respective states in which the Mortgaged Properties are located, including taking all required and appropriate actions under each Required Insurance Policy and taking all required and appropriate actions under the Mortgage Insurance Policy on behalf of the Co-TrusteeTrustee (including but not limited to submitting monthly unpaid principal balance updates to the Mortgage Insurer and preparing and submitting monthly delinquency and default reports to the Mortgage Insurer), other than the payment of the Mortgage Insurance Premium and obtaining the approval of the Mortgage Insurer with respect to the appointment of a successor servicer. In connection with such servicing and administration, the Master Servicer shall have full power and authority, acting alone and/or through subservicers as provided in Section 3.02 hereof, subject to the terms hereof (i) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds, other Liquidation Proceeds and Subsequent Recoveries, and (iv) subject to Section 3.12(b), to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that the Master Servicer shall take no action that is inconsistent with or prejudices the interests of the Trustee or the Certificateholders in any Mortgage Loan or the rights and interests of the Depositor and the Trustee under this Agreement. The Master Servicer shall represent and protect the interest of the Trustee in the same manner as it currently protects its own interest in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan and shall not make or permit any modification, waiver or amendment of any term of any Mortgage Loan which would (i) cause any REMIC formed hereunder to fail to qualify as a REMIC, (ii) result in the imposition of any tax under section 860(a) or 860(d) of the Code or (iii) cause any Covered Mortgage Loan to not be covered by the Mortgage Insurance Policy, but in any case the Master Servicer shall not act in any manner that is a lesser standard than that provided in the first sentence of this Section 3.01. Without limiting the generality of the foregoing, the Master Servicer, in its own name or in the name of the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, when the Master Servicer believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to the Mortgage Loans, and with respect to the Mortgaged Properties held for the benefit of the Certificateholders. The Master Servicer shall prepare and deliver to the Depositor and/or the Trustee such documents requiring execution and delivery by any or all of them as are necessary or appropriate to enable the Master Servicer to service and administer the Mortgage Loans. Upon receipt of such documents, the Depositor and/or the Trustee shall execute such documents and deliver them to the Master Servicer. The Master Servicer further is authorized and empowered by the Trustee, on behalf of the Certificateholders and the Trustee, in its own name or in the name of the Subservicer, when the Master Servicer or the Subservicer, as the case may be, believes it appropriate in its best judgment to register any Mortgage Loan on the MERS® MERS(R) System, or cause the removal from the registration of any Mortgage Loan on the MERS® MERS(R) System, to execute and deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Trustee and its successors and assigns. In accordance with the standards of the preceding paragraph, the Master Servicer shall advance or cause to be advanced funds as necessary for the purpose of effecting the payment of taxes and assessments on the Mortgaged Properties, which advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.06, and further as provided in Section 3.08. All costs incurred by the Master Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balance under the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. The Master Servicer shall deliver a list of Servicing Officers to the Trustee by the Closing Date. In addition, the Master Servicer shall administer the Mortgage Insurance Policy on behalf of itself, the Sellers, the Depositor, and the Trustee for the benefit of the Certificateholders, when it is necessary to make claims and receive payments under the Mortgage Insurance Policy. In connection with its activities as Master Servicer of the Mortgage Loans, the Master Servicer agrees to present, on behalf of itself, the Trustee and the Certificateholders, claims to the insurer under any primary insurance policies and, in this regard, to take any reasonable action necessary to permit recovery under any primary insurance policies respecting defaulted Mortgage Loans. Any amounts collected by the Master Servicer under any primary insurance policies shall be deposited in the Certificate Account. The Master Servicer shall take whatever action is appropriate to maximize the amounts payable under the Mortgage Insurance Policy and to service the Covered Mortgage Loans in the manner required by the Mortgage Insurance Policy. The Master Servicer shall prepare and submit all claims eligible for submission under the Mortgage Insurance Policy and shall, except as otherwise specified in this Agreement, perform all of the obligations of the insured under the Mortgage Insurance Policy. If the Mortgage Insurance Policy is terminated for any reason other than the exhaustion of its coverage, or if the financial strength rating of the Mortgage Insurer is reduced to below investment grade, the Master Servicer will use its best efforts to obtain a comparable policy from an insurer that is acceptable to the Rating Agencies. The replacement policy shall provide coverage equal to the then remaining coverage of the applicable Mortgage Insurance Policy, if available. However, if the premium cost of a replacement policy exceeds the premium cost of the Mortgage Insurance Policy, the coverage amount of the replacement policy will be reduced so that its premium cost will not exceed the premium cost of the Mortgage Insurance Policy. In the event that a shortfall in any collection on or liability with respect to any Mortgage Loan results from or is attributable to adjustments to Mortgage Rates, Scheduled Payments or Stated Principal Balances that were made by the Master Servicer in a manner not consistent with the terms of the related Mortgage Note and this Agreement, the Master Servicer, upon discovery or receipt of notice thereof, immediately shall deliver to the Trustee for deposit in the Distribution Account from its own funds the amount of any such shortfall and shall indemnify and hold harmless the Trust Fund, the Trustee, the Depositor and any successor master servicer in respect of any such liability. Such indemnities shall survive the termination or discharge of this Agreement. Notwithstanding the foregoing, this Section 3.01 shall not limit the ability of the Master Servicer to seek recovery of any such amounts from the related Mortgagor under the terms of the related Mortgage Note, as permitted by law and shall not be an expense of the Trust.

Master Servicer to Service Mortgage Loans. For and on behalf of the Certificateholders, the Master Servicer shall service and administer the Mortgage Loans in accordance with the terms of this Agreement and customary and usual standards of practice of prudent mortgage loan lenders in the respective states in which the Mortgaged Properties are located, including taking all required and appropriate actions under each Required Insurance Policy and taking all required and appropriate actions under the Mortgage Insurance Policy on behalf of the Co-Trustee, other than the payment of the Mortgage Insurance Premium and obtaining the approval of the Mortgage Insurer with respect to the appointment of a successor servicerservicers. In connection with such servicing and administration, the Master Servicer shall have full power and authority, acting alone and/or through subservicers as provided in Section 3.02 hereof, subject to the terms hereof (i) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds, Proceeds and other Liquidation Proceeds and Subsequent RecoveriesProceeds, and (iv) subject to Section 3.12(b), to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that the Master Servicer shall not take no any action that is inconsistent with or prejudices the interests of the Trustee Trust Fund or the Certificateholders in any Mortgage Loan or the rights and interests of the Depositor Depositor, the Trustee and the Trustee Certificateholders under this Agreement. The Master Servicer shall represent and protect the interest interests of the Trustee Trust Fund in the same manner as it currently protects its own interest interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan Loan, and shall not make or permit any modification, waiver or amendment of any term of any Mortgage Loan which would (i) cause any REMIC formed created hereunder to fail to qualify as a REMIC, (ii) REMIC or result in the imposition of any tax under section 860(aSection 860F(a) or 860(dSection 860G(d) of the Code or (iii) cause any Covered Mortgage Loan to not be covered by the Mortgage Insurance Policy, but in any case the Master Servicer shall not act in any manner that is a lesser standard than that provided in the first sentence of this Section 3.01Code. Without limiting the generality of the foregoing, the Master Servicer, in its own name or in the name of the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, when the Master Servicer believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to the Mortgage Loans, and with respect to the Mortgaged Properties held for the benefit of the Certificateholders. The Master Servicer shall prepare and deliver to the Depositor and/or the Trustee such documents requiring execution and delivery by any either or all both of them as are necessary or appropriate to enable the Master Servicer to service and administer the Mortgage LoansLoans to the extent that the Master Servicer is not permitted to execute and deliver such documents pursuant to the preceding sentence. Upon receipt of such documents, the Depositor and/or the Trustee shall execute such documents and deliver them to the Master Servicer. The Master Servicer further is authorized and empowered by the Trustee, on behalf of the Certificateholders and the Trustee, in its own name or in the name of the Subservicer, when the Master Servicer or the Subservicer, as the case may be, believes it appropriate in its best judgment to register any Mortgage Loan on the MERS® MERS(R) System, or cause the removal from the registration of any Mortgage Loan on the MERS® MERS(R) System, to execute and deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Trustee and its successors and assigns. In accordance with the standards of the preceding paragraph, the Master Servicer shall advance or cause to be advanced funds as necessary for the purpose of effecting the payment of taxes and assessments on the Mortgaged Properties, which advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.06, and further as provided in Section 3.08. All The costs incurred by the Master Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balance under Balances of the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. The Master Servicer shall deliver a list of Servicing Officers to the Trustee by the Closing Date. In addition, the Master Servicer shall administer the Mortgage Insurance Policy on behalf of itself, the Sellers, the Depositor, and the Trustee for the benefit of the Certificateholders, when it is necessary to make claims and receive payments under the Mortgage Insurance Policy. In connection with its activities as Master Servicer of the Mortgage Loans, the Master Servicer agrees to present, on behalf of itself, the Trustee and the Certificateholders, claims to the insurer under any primary insurance policies and, in this regard, to take any reasonable action necessary to permit recovery under any primary insurance policies respecting defaulted Mortgage Loans. Any amounts collected by the Master Servicer under any primary insurance policies shall be deposited in the Certificate Account. The Master Servicer shall take whatever action is appropriate to maximize the amounts payable under the Mortgage Insurance Policy and to service the Covered Mortgage Loans in the manner required by the Mortgage Insurance Policy. The Master Servicer shall prepare and submit all claims eligible for submission under the Mortgage Insurance Policy and shall, except as otherwise specified in this Agreement, perform all of the obligations of the insured under the Mortgage Insurance Policy. If the Mortgage Insurance Policy is terminated for any reason other than the exhaustion of its coverage, or if the financial strength rating of the Mortgage Insurer is reduced to below investment grade, the Master Servicer will use its best efforts to obtain a comparable policy from an insurer that is acceptable to the Rating Agencies. The replacement policy shall provide coverage equal to the then remaining coverage of the applicable Mortgage Insurance Policy, if available. However, if the premium cost of a replacement policy exceeds the premium cost of the Mortgage Insurance Policy, the coverage amount of the replacement policy will be reduced so that its premium cost will not exceed the premium cost of the Mortgage Insurance Policy. In the event that a shortfall in any collection on or liability with respect to any Mortgage Loan results from or is attributable to adjustments to Mortgage Rates, Scheduled Payments or Stated Principal Balances that were made by the Master Servicer in a manner not consistent with the terms of the related Mortgage Note and this Agreement, the Master Servicer, upon discovery or receipt of notice thereof, immediately shall deliver to the Trustee for deposit in the Distribution Account from its own funds the amount of any such shortfall and shall indemnify and hold harmless the Trust Fund, the Trustee, the Depositor and any successor master servicer in respect of any such liability. Such indemnities shall survive the termination or discharge of this Agreement. Notwithstanding the foregoing, this Section 3.01 shall not limit the ability of the Master Servicer to seek recovery of any such amounts from the related Mortgagor under the terms of the related Mortgage Note, as permitted by law and shall not be an expense of the Trust.

Master Servicer to Service Mortgage Loans. For and on behalf of the Certificateholders, the Master Servicer shall service and administer the Mortgage Loans in accordance with the terms of (i) the Servicing Rights Transfer and Subservicing Agreement, pursuant to which First Tennessee Mortgage Services, Inc. engaged the Master Servicer to subservice the Mortgage Loans, (ii) this Agreement and (iii) the customary and usual standards of practice of prudent mortgage loan lenders in servicers; provided that if there is a conflict between the respective states in which the Mortgaged Properties are located, including taking all required and appropriate actions under each Required Insurance Policy and taking all required and appropriate actions under the Mortgage Insurance Policy on behalf terms of the Co-TrusteeServicing Agreement and the Servicing Rights Transfer and Subservicing Agreement, on the one hand, and this Agreement, on the other than hand, the payment terms of the Mortgage Insurance Premium and obtaining the approval of the Mortgage Insurer with respect to the appointment of a successor servicerthis Agreement shall prevail. In connection with such servicing and administration, the Master Servicer shall have full power and authority, acting alone and/or through subservicers Subservicers as provided in Section 3.02 3.2 hereof, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration, including but not limited to, the power and authority, subject to the terms hereof (i) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds, Proceeds and other Liquidation Proceeds and Subsequent RecoveriesProceeds, and (iv) subject to Section 3.12(b), to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that the Master Servicer shall not take no any action that is inconsistent with or prejudices the interests of the Trustee Trust Fund or the Certificateholders in any Mortgage Loan or the rights and interests of the Depositor Depositor, the Trustee and the Trustee Certificateholders under this Agreement. The Master Servicer shall represent and protect the interest interests of the Trustee Trust Fund in the same manner as it currently protects its own interest interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan Loan, and shall not make or permit any modification, waiver or amendment of any term of any Mortgage Loan which would (i) cause any REMIC formed created hereunder to fail to qualify as a REMIC, (ii) REMIC or result in the imposition of any tax under section 860(aSection 860F(a) or 860(dSection 860G(d) of the Code or (iii) cause any Covered Mortgage Loan to not be covered by the Mortgage Insurance Policy, but in any case the Master Servicer shall not act in any manner that is a lesser standard than that provided in the first sentence of this Section 3.01Code. Without limiting the generality of the foregoing, the Master Servicer, in its own name or in the name of the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, when the Master Servicer believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to the Mortgage Loans, and with respect to the Mortgaged Properties held for the benefit of the Certificateholders. The Master Servicer shall prepare and deliver to the Depositor and/or the Trustee such documents requiring execution and delivery by any either or all both of them as are necessary or appropriate to enable the Master Servicer to service and administer the Mortgage Loans. Upon receipt of such documents, the Depositor and/or the Trustee shall execute such documents and deliver them to the Master Servicer. The Master Servicer further is authorized and empowered by the Trustee, on behalf of the Certificateholders and the Trustee, in its own name or in the name of the Subservicer, when the Master Servicer or the Subservicer, as the case may be, believes it appropriate in its best judgment to register any Mortgage Loan on the MERS® System, or cause the removal from the registration of any Mortgage Loan on the MERS® System, to execute and deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Trustee and its successors and assigns. In accordance with the standards of the preceding paragraph, the Master Servicer shall advance or cause to be advanced funds as necessary for the purpose of effecting the payment of taxes and assessments on the Mortgaged Properties, which advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.06, and further as provided in Section 3.08. All costs incurred by the Master Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balance under the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. The Master Servicer shall deliver a list of Servicing Officers to the Trustee by the Closing Date. In addition, the Master Servicer shall administer the Mortgage Insurance Policy on behalf of itself, the Sellers, the Depositor, and the Trustee for the benefit of the Certificateholders, when it is necessary to make claims and receive payments under the Mortgage Insurance Policy. In connection with its activities as Master Servicer of the Mortgage Loans, the Master Servicer agrees to present, on behalf of itself, the Trustee and the Certificateholders, claims to the insurer under any primary insurance policies and, in this regard, to take any reasonable action necessary to permit recovery under any primary insurance policies respecting defaulted Mortgage Loans. Any amounts collected by the Master Servicer under any primary insurance policies shall be deposited in the Certificate Account. The Master Servicer shall take whatever action is appropriate to maximize the amounts payable under the Mortgage Insurance Policy and to service the Covered Mortgage Loans in the manner required by the Mortgage Insurance Policy. The Master Servicer shall prepare and submit all claims eligible for submission under the Mortgage Insurance Policy and shall, except as otherwise specified in this Agreement, perform all of the obligations of the insured under the Mortgage Insurance Policy. If the Mortgage Insurance Policy is terminated for any reason other than the exhaustion of its coverage, or if the financial strength rating of the Mortgage Insurer is reduced to below investment grade, the Master Servicer will use its best efforts to obtain a comparable policy from an insurer that is acceptable to the Rating Agencies. The replacement policy shall provide coverage equal to the then remaining coverage of the applicable Mortgage Insurance Policy, if available. However, if the premium cost of a replacement policy exceeds the premium cost of the Mortgage Insurance Policy, the coverage amount of the replacement policy will be reduced so that its premium cost will not exceed the premium cost of the Mortgage Insurance Policy. In the event that a shortfall in any collection on or liability with respect to any Mortgage Loan results from or is attributable to adjustments to Mortgage Rates, Scheduled Payments or Stated Principal Balances that were made by the Master Servicer in a manner not consistent with the terms of the related Mortgage Note and this Agreement, the Master Servicer, upon discovery or receipt of notice thereof, immediately shall deliver to the Trustee for deposit in the Distribution Account from its own funds the amount of any such shortfall and shall indemnify and hold harmless the Trust Fund, the Trustee, the Depositor and any successor master servicer in respect of any such liability. Such indemnities shall survive the termination or discharge of this Agreement. Notwithstanding the foregoing, this Section 3.01 shall not limit the ability of the Master Servicer to seek recovery of any such amounts from the related Mortgagor under the terms of the related Mortgage Note, as permitted by law and shall not be an expense of the Trust.administer

Master Servicer to Service Mortgage Loans. For and on behalf of the Certificateholders, the Master Servicer shall service and administer the Mortgage Loans in accordance with customary this Agreement and usual standards of practice of prudent mortgage loan lenders in the respective states in which the Mortgaged Properties are located, including taking all required and appropriate actions under each Required Insurance Policy and taking all required and appropriate actions under the Mortgage Insurance Policy on behalf of the Co-Trustee, other than the payment of the Mortgage Insurance Premium and obtaining the approval of the Mortgage Insurer with respect to the appointment of a successor servicerServicing Standard. In connection with such servicing and administration, the Master Servicer shall have full power and authority, acting alone and/or or through subservicers Subservicers as provided in Section 3.02 hereof3.02, to do anything that it may deem appropriate in connection with servicing and administration, including the power and authority, subject to the terms hereof hereof, (i) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, , (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), , (iii) to collect any Insurance Proceeds, Proceeds and other Liquidation Proceeds and Subsequent RecoveriesProceeds, and (iv) subject to Section 3.12(b), to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that the Master Servicer shall take no action that is inconsistent with or prejudices the interests of the Trustee or the Certificateholders in any Mortgage Loan or the rights and interests of the Depositor and the Trustee under this Agreement. The Master Servicer shall represent and protect the interest of the Trustee in the same manner as it currently protects its own interest in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan and shall not make or permit any modification, waiver waiver, or amendment of any term of any Mortgage Loan which that would (i) cause any REMIC formed hereunder the Trust Fund to fail to qualify as a REMIC, (ii) REMIC or result in the imposition of any tax under section 860(aSection 860F(a) or 860(dSection 860G(d) of the Code or (iii) cause any Covered Mortgage Loan to not be covered by the Mortgage Insurance Policy, but in any case the Master Servicer shall not act in any manner that is a lesser standard than that provided in the first sentence of this Section 3.01Code. Without limiting the generality of the foregoing, the Master Servicer, in its own name or in the name of any Servicer or the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, when the Master Servicer or the Servicer, as the case may be, believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders 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 with respect to the Mortgaged Properties held for the benefit of the Certificateholders. The Master Servicer shall prepare and deliver to the Depositor and/or or the Trustee such any documents requiring execution and delivery by any either or all both of them as are necessary or appropriate to enable the Master Servicer to service and administer the Mortgage LoansLoans to the extent that the Master Servicer is not permitted to execute and deliver such documents pursuant to the preceding sentence. Upon receipt of such the documents, the Depositor and/or or the Trustee shall execute such the documents and deliver them to the Master Servicer. The Master Servicer further is authorized and empowered by the Trustee, on behalf of the Certificateholders and the Trustee, in its own name or in the name of the Subservicer, when the Master Servicer or the Subservicer, as the case may be, believes it appropriate in its best judgment to register any Mortgage Loan on the MERS® System, or cause the removal from the registration of any Mortgage Loan on the MERS® System, to execute and deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Trustee and its successors and assigns. In accordance with and to the standards extent of the preceding paragraphServicing Standard, the Master Servicer shall advance or cause funds necessary to be advanced funds as necessary for the purpose of effecting effect the payment of taxes and assessments on the Mortgaged Properties, which advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.063.07, and further as provided in Section 3.083.09. All The costs incurred by the Master Servicer, if any, Servicer in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balance under Balances of the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. The Master Servicer shall deliver a list of Servicing Officers to the Trustee by the Closing Date. In addition, the Master Servicer shall administer the Mortgage Insurance Policy on behalf of itself, the Sellers, the Depositor, and the Trustee for the benefit of the Certificateholders, when it is necessary to make claims and receive payments under the Mortgage Insurance Policy. In connection with its activities as Master Servicer of the Mortgage Loans, the Master Servicer agrees to present, on behalf of itself, the Trustee and the Certificateholders, claims to the insurer under any primary insurance policies and, in this regard, to take any reasonable action necessary to permit recovery under any primary insurance policies respecting defaulted Mortgage Loans. Any amounts collected by the Master Servicer under any primary insurance policies shall be deposited in the Certificate Account. The Master Servicer shall take whatever action is appropriate to maximize the amounts payable under the Mortgage Insurance Policy and to service the Covered Mortgage Loans in the manner required by the Mortgage Insurance Policy. The Master Servicer shall prepare and submit all claims eligible for submission under the Mortgage Insurance Policy and shall, except as otherwise specified in this Agreement, perform all of the obligations of the insured under the Mortgage Insurance Policy. If the Mortgage Insurance Policy is terminated for any reason other than the exhaustion of its coverage, or if the financial strength rating of the Mortgage Insurer is reduced to below investment grade, the Master Servicer will use its best efforts to obtain a comparable policy from an insurer that is acceptable to the Rating Agencies. The replacement policy shall provide coverage equal to the then remaining coverage of the applicable Mortgage Insurance Policy, if available. However, if the premium cost of a replacement policy exceeds the premium cost of the Mortgage Insurance Policy, the coverage amount of the replacement policy will be reduced so that its premium cost will not exceed the premium cost of the Mortgage Insurance Policy. In the event that a shortfall in any collection on or liability with respect to any Mortgage Loan results from or is attributable to adjustments to Mortgage Rates, Scheduled Payments or Stated Principal Balances that were made by the Master Servicer in a manner not consistent with the terms of the related Mortgage Note and this Agreement, the Master Servicer, upon discovery or receipt of notice thereof, immediately shall deliver to the Trustee for deposit in the Distribution Account from its own funds the amount of any such shortfall and shall indemnify and hold harmless the Trust Fund, the Trustee, the Depositor and any successor master servicer in respect of any such liability. Such indemnities shall survive the termination or discharge of this Agreement. Notwithstanding the foregoing, this Section 3.01 shall not limit the ability of the Master Servicer to seek recovery of any such amounts from the related Mortgagor under the terms of the related Mortgage Note, as permitted by law and shall not be an expense of the Trust.

Master Servicer to Service Mortgage Loans. For and on behalf of the Certificateholders, the Master Servicer shall service and administer the Mortgage Loans in accordance with the terms of this Agreement and customary and usual standards of practice of prudent mortgage loan lenders in the respective states in which the Mortgaged Properties are located, including taking all required and appropriate actions under each Required Insurance Policy and taking all required and appropriate actions under the Mortgage Insurance Policy on behalf of the Co-Trustee, other than the payment of the Mortgage Insurance Premium and obtaining the approval of the Mortgage Insurer with respect to the appointment of a successor servicerservicers. In connection with such servicing and administration, the Master Servicer shall have full power and authority, acting alone and/or through subservicers Subservicers as provided in Section 3.02 hereof, subject to the terms hereof (i) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds, Proceeds and other Liquidation Proceeds and Subsequent RecoveriesProceeds, and (iv) subject to Section 3.12(b), to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that the Master Servicer shall not take no any action that is inconsistent with or prejudices the interests of the Trustee Trust Fund or the Certificateholders in any Mortgage Loan or the rights and interests of the Depositor Depositor, the Trustee and the Trustee Certificateholders under this Agreement. The Master Servicer shall represent and protect the interest interests of the Trustee Trust Fund in the same manner as it currently protects its own interest interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan Loan, and shall not make or permit any modification, waiver or amendment of any term of any Mortgage Loan which would (i) cause any the REMIC formed created hereunder to fail to qualify as a REMIC, (ii) REMIC or result in the imposition of any tax under section 860(aSection 860F(a) or 860(dSection 860G(d) of the Code or (iii) cause any Covered Mortgage Loan to not be covered by the Mortgage Insurance Policy, but in any case the Master Servicer shall not act in any manner that is a lesser standard than that provided in the first sentence of this Section 3.01Code. Without limiting the generality of the foregoing, the Master Servicer, in its own name or in the name of the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, when the Master Servicer believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to the Mortgage Loans, and with respect to the Mortgaged Properties held for the benefit of the Certificateholders. The Master Servicer shall prepare and deliver to the Depositor and/or the Trustee such documents requiring execution and delivery by any either or all both of them as are necessary or appropriate to enable the Master Servicer to service and administer the Mortgage LoansLoans to the extent that the Master Servicer is not permitted to execute and deliver such documents pursuant to the preceding sentence. Upon receipt of such documents, the Depositor and/or the Trustee shall execute such documents and deliver them to the Master Servicer. [The Master Servicer further is authorized and empowered by the Trustee, on behalf of the Certificateholders and the Trustee, in its own name or in the name of the Subservicer, when the Master Servicer or the Subservicer, as the case may be, believes it appropriate in its best judgment to register any Mortgage Loan on the MERS® MERS(R) System, or cause the removal from the registration of any Mortgage Loan on the MERS® MERS(R) System, to execute and deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Trustee and its successors and assigns. .] In accordance with the standards of the preceding paragraph, the Master Servicer shall advance or cause to be advanced funds as necessary for the purpose of effecting the payment of taxes and assessments on the Mortgaged Properties, which advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.06, and further as provided in Section 3.08. All The costs incurred by the Master Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balance under Balances of the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. The Master Servicer shall deliver a list of Servicing Officers to the Trustee by the Closing Date. In addition, the Master Servicer shall administer the Mortgage Insurance Policy on behalf of itself, the Sellers, the Depositor, and the Trustee for the benefit of the Certificateholders, when it is necessary to make claims and receive payments under the Mortgage Insurance Policy. In connection with its activities as Master Servicer of the Mortgage Loans, the Master Servicer agrees to present, on behalf of itself, the Trustee and the Certificateholders, claims to the insurer under any primary insurance policies and, in this regard, to take any reasonable action necessary to permit recovery under any primary insurance policies respecting defaulted Mortgage Loans. Any amounts collected by the Master Servicer under any primary insurance policies shall be deposited in the Certificate Account. The Master Servicer shall take whatever action is appropriate to maximize the amounts payable under the Mortgage Insurance Policy and to service the Covered Mortgage Loans in the manner required by the Mortgage Insurance Policy. The Master Servicer shall prepare and submit all claims eligible for submission under the Mortgage Insurance Policy and shall, except as otherwise specified in this Agreement, perform all of the obligations of the insured under the Mortgage Insurance Policy. If the Mortgage Insurance Policy is terminated for any reason other than the exhaustion of its coverage, or if the financial strength rating of the Mortgage Insurer is reduced to below investment grade, the Master Servicer will use its best efforts to obtain a comparable policy from an insurer that is acceptable to the Rating Agencies. The replacement policy shall provide coverage equal to the then remaining coverage of the applicable Mortgage Insurance Policy, if available. However, if the premium cost of a replacement policy exceeds the premium cost of the Mortgage Insurance Policy, the coverage amount of the replacement policy will be reduced so that its premium cost will not exceed the premium cost of the Mortgage Insurance Policy. In the event that a shortfall in any collection on or liability with respect to any Mortgage Loan results from or is attributable to adjustments to Mortgage Rates, Scheduled Payments or Stated Principal Balances that were made by the Master Servicer in a manner not consistent with the terms of the related Mortgage Note and this Agreement, the Master Servicer, upon discovery or receipt of notice thereof, immediately shall deliver to the Trustee for deposit in the Distribution Account from its own funds the amount of any such shortfall and shall indemnify and hold harmless the Trust Fund, the Trustee, the Depositor and any successor master servicer in respect of any such liability. Such indemnities shall survive the termination or discharge of this Agreement. Notwithstanding the foregoing, this Section 3.01 shall not limit the ability of the Master Servicer to seek recovery of any such amounts from the related Mortgagor under the terms of the related Mortgage Note, as permitted by law and shall not be an expense of the Trust.

Master Servicer to Service Mortgage Loans. For and on behalf of the Certificateholders, the Master Servicer shall service and administer the Mortgage Loans in accordance with customary and usual standards of practice of prudent mortgage loan lenders in the respective states in which the Mortgaged Properties are located, including taking all required and appropriate actions under each Required Insurance Policy and taking all required and appropriate actions under the each Mortgage Insurance Policy on behalf of the Co-Trustee, other than the payment of the each Mortgage Insurance Premium and obtaining the approval of the each Mortgage Insurer with respect to the appointment of a successor servicer. In connection with such servicing and administration, the Master Servicer shall have full power and authority, acting alone and/or through subservicers as provided in Section 3.02 hereof, subject to the terms hereof (i) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds, other Liquidation Proceeds and Subsequent Recoveries, and (iv) subject to Section 3.12(b), to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that the Master Servicer shall take no action that is inconsistent with or prejudices the interests of the Trustee or the Certificateholders in any Mortgage Loan or the rights and interests of the Depositor and the Trustee under this Agreement. The Master Servicer shall represent and protect the interest of the Trustee in the same manner as it currently protects its own interest in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan and shall not make or permit any modification, waiver or amendment of any term of any Mortgage Loan which would (i) cause any REMIC formed hereunder to fail to qualify as a REMIC, (ii) result in the imposition of any tax under section 860(a) or 860(d) of the Code or (iii) cause any Covered Mortgage Loan to not be covered by the applicable Mortgage Insurance Policy, but in any case the Master Servicer shall not act in any manner that is a lesser standard than that provided in the first sentence of this Section 3.01. Without limiting the generality of the foregoing, the Master Servicer, in its own name or in the name of the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, when the Master Servicer believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to the Mortgage Loans, and with respect to the Mortgaged Properties held for the benefit of the Certificateholders. The Master Servicer shall prepare and deliver to the Depositor and/or the Trustee such documents requiring execution and delivery by any or all of them as are necessary or appropriate to enable the Master Servicer to service and administer the Mortgage Loans. Upon receipt of such documents, the Depositor and/or the Trustee shall execute such documents and deliver them to the Master Servicer. The Master Servicer further is authorized and empowered by the Trustee, on behalf of the Certificateholders and the Trustee, in its own name or in the name of the Subservicer, when the Master Servicer or the Subservicer, as the case may be, believes it appropriate in its best judgment to register any Mortgage Loan on the MERS® MERS(R) System, or cause the removal from the registration of any Mortgage Loan on the MERS® MERS(R) System, to execute and deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Trustee and its successors itssuccessors and assigns. In accordance with the standards of the preceding paragraph, the Master Servicer shall advance or cause to be advanced funds as necessary for the purpose of effecting the payment of taxes and assessments on the Mortgaged Properties, which advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.06, and further as provided in Section 3.08. All costs incurred by the Master Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balance under the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. The Master Servicer shall deliver a list of Servicing Officers to the Trustee by the Closing Date. In addition, the Master Servicer shall administer the each Mortgage Insurance Policy on behalf of itself, the Sellers, the Depositor, Depositor and the Trustee for the benefit of the Certificateholders, when it is necessary to make claims and receive payments under the each Mortgage Insurance Policy. In connection with its activities as Master Servicer of the Mortgage Loans, the Master Servicer agrees to present, on behalf of itself, the Trustee and the Certificateholders, claims to the insurer under any primary insurance policies and, in this regard, to take any reasonable action necessary to permit recovery under any primary insurance policies respecting defaulted Mortgage Loans. Any amounts collected by the Master Servicer under any primary insurance policies shall be deposited in the Certificate Account. The Master Servicer shall take whatever action is appropriate to maximize the amounts payable under the each Mortgage Insurance Policy and to service the Covered Mortgage Loans in the manner required by the applicable Mortgage Insurance Policy. The Master Servicer shall prepare and submit all claims eligible for submission under the each Mortgage Insurance Policy and shall, except as otherwise specified in this Agreement, perform all of the obligations of the insured under the each Mortgage Insurance Policy. If the either Mortgage Insurance Policy is terminated for any reason other than the exhaustion of its coverage, or if the financial strength rating of the either Mortgage Insurer is reduced to below investment grade, the Master Servicer will use its best efforts to obtain a comparable policy from an insurer that is acceptable to the Rating Agencies. The replacement policy policy, if available, shall provide coverage equal to the then remaining coverage of the applicable Mortgage Insurance Policy, if available. However, if the premium cost of a replacement policy exceeds the premium cost of the that Mortgage Insurance Policy, the coverage amount of the replacement policy will be reduced so that its premium cost will not exceed the premium cost of the that Mortgage Insurance Policy. In the event that a shortfall in any collection on or liability with respect to any Mortgage Loan results from or is attributable to adjustments to Mortgage Rates, Scheduled Payments or Stated Principal Balances that were made by the Master Servicer in a manner not consistent with the terms of the related Mortgage Note and this Agreement, the Master Servicer, upon discovery or receipt of notice thereof, immediately shall deliver to the Trustee for deposit in the Distribution Account from its own funds the amount of any such shortfall and shall indemnify and hold harmless the Trust Fund, the Trustee, the Depositor and any successor master servicer in respect of any such liability. Such indemnities shall survive the termination or discharge of this Agreement. Notwithstanding the foregoing, this Section 3.01 shall not limit the ability of the Master Servicer to seek recovery of any such amounts from the related Mortgagor under the terms of the related Mortgage Note, as permitted by law and shall not be an expense of the Trust.

Master Servicer to Service Mortgage Loans. For and on behalf of the Certificateholders, the The Master shall act as Master Servicer shall to service and administer the Mortgage Loans in accordance with customary and usual standards of practice of prudent mortgage loan lenders in the respective states in which the Mortgaged Properties are located, including taking all required and appropriate actions under each Required Insurance Policy and taking all required and appropriate actions under the Mortgage Insurance Policy on behalf of the Co-TrusteeTrust in accordance with the terms hereof, consistent with prudent mortgage loan servicing practices and (unless inconsistent with prudent mortgage loan servicing practices) in the same manner in which, and with the same care, skill, prudence and diligence with which, it services and administers similar mortgage loans for other than the payment of the Mortgage Insurance Premium portfolios, and obtaining the approval of the Mortgage Insurer with respect shall have full power and authority to the appointment of a successor servicer. In do or cause to be done any and all things in connection with such servicing and administrationadministration which a prudent servicer of mortgage loans would do under similar circumstances, including, without limitation, the power and authority to bring actions and defend the Trust Estate on behalf of the Trust in order to enforce the terms of the Mortgage Notes. The Master Servicer may perform its master servicing responsibilities through agents or independent contractors, including Servicers, but shall not thereby be released from any of its master servicing or servicing responsibilities hereunder and the Master Servicer shall have full power and authority, acting alone and/or through subservicers as provided in Section 3.02 hereof, subject to the terms hereof (i) to execute and deliver, on behalf diligently pursue all of the Certificateholders and the Trustee, customary consents its rights against such agents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds, other Liquidation Proceeds and Subsequent Recoveries, and (iv) subject to Section 3.12(b), to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that the Master Servicer shall take no action that is inconsistent with or prejudices the interests of the Trustee or the Certificateholders in any Mortgage Loan or the rights and interests of the Depositor and the Trustee under this Agreementindependent contractors. The Master Servicer shall represent make reasonable efforts to collect or cause to be collected all payments called for under the terms and protect the interest provisions of the Trustee Mortgage Loans and shall, to the extent such procedures shall be consistent with this Agreement and the terms and provisions of any Primary Mortgage Insurance Policy, any FHA insurance policy or VA guaranty, any hazard insurance policy, and federal flood insurance, cause to be followed such collection procedures as are followed with respect to mortgage loans comparable to the Mortgage Loans and held in portfolios of responsible mortgage lenders in the local areas where each Mortgaged Property is located. The Master Servicer shall enforce "due-on-sale" clauses with respect to the related Mortgage Loans, to the extent permitted by law, subject to the provisions set forth in Section 3.08. Consistent with the foregoing, the Master Servicer may, in accordance with prudent mortgage loan servicing practices, (i) waive or cause to be waived any assumption fee or late payment charge in connection with the prepayment of any Mortgage Loan and (ii) only upon determining that the coverage of any applicable insurance policy or guaranty related to a Mortgage Loan will not be materially adversely affected, arrange a schedule, running for no more than 180 days after the first delinquent Due Date, for payment of any delinquent installment on any Mortgage Note or for the liquidation of delinquent items. The Master Servicer shall have the right, but not the obligation, to purchase any Mortgage Loan delinquent 90 consecutive days or more for an amount equal to its Purchase Price; provided, however, that the aggregate Purchase Price of Mortgage Loans so purchased pursuant to this sentence shall not exceed one-half of one percent (0.50%) of the aggregate Stated Principal Balance, as of the Cut-Off Date, of all Mortgage Loans. For purposes of this paragraph, a Mortgage Loan is considered delinquent for 90 consecutive days if a Monthly Payment is not received by the first day of the third month following the month during which such payment was due. Consistent with the terms of this Section 3.01, the Master Servicer may waive, modify or vary any term of any Mortgage Loan or consent to the postponement of strict compliance with any such term or in any manner grant indulgence to any Mortgagor if it has determined, exercising its good faith business judgment in the same manner as it currently protects its own interest in mortgage loans in its own portfolio in any claimwould if it were the owner of the related Mortgage Loan, proceeding or litigation regarding a that the security for, and the timely and full collectability of, such Mortgage Loan and would not be adversely affected by such waiver, modification, postponement or indulgence; provided, however, that the Master Servicer shall not make or permit any modification, waiver or amendment of any term of modification with respect to any Mortgage Loan which that would (i) change the applicable Mortgage Interest Rate, defer (except as permitted in the preceding paragraph) or forgive the payment of any principal or interest, reduce the outstanding principal balance (except for actual payments of principal) or extend the final maturity date with respect to such Mortgage Loan, or (ii) be inconsistent with the terms of any applicable Primary Mortgage Insurance Policy, FHA insurance policy, VA guaranty, hazard insurance policy or federal flood insurance policy. Notwithstanding the foregoing, the Master Servicer shall not permit any modification with respect to any Mortgage Loan that would both constitute a sale or exchange of such Mortgage Loan within the meaning of Section 1001 of the Code (including any proposed, temporary or final regulations promulgated thereunder) (other than in connection with a proposed conveyance or assumption of such Mortgage Loan that is treated as a Principal Prepayment or in a default situation) and cause any REMIC formed hereunder to fail to qualify as a REMIC, (ii) result in such under the imposition of any tax under section 860(a) or 860(d) of the Code or (iii) cause any Covered Mortgage Loan to not be covered by the Mortgage Insurance Policy, but in any case the Code. The Master Servicer shall not act be entitled to approve a request from a Mortgagor for a partial release of the related Mortgaged Property, the granting of an easement thereon in favor of another Person, any manner that is a lesser standard than that provided alteration or demolition of the related Mortgaged Property or other similar matters if it has determined, exercising its good faith business judgment in the first sentence of this Section 3.01. Without limiting same manner as it would if it were the generality owner of the foregoingrelated Mortgage Loan, that the Master Servicersecurity for, in its own name or in the name of the Depositor and the Trusteetimely and full collectability of, such Mortgage Loan would not be adversely affected thereby and that the Trust Estate would not fail to continue to qualify as three separate REMICs under the Code as a result thereof and that no tax on "prohibited transactions" or "contributions" after the startup day would be imposed on the REMIC as a result thereof. The Master Servicer is hereby authorized and empowered by the Depositor and the Trustee, when the Master Servicer believes it appropriate in its reasonable judgment, Trust to execute and deliver, deliver or cause to be executed and delivered on behalf of the TrusteeHolders of the Regular Certificates and the Class 1-A-R, Class 1-A-MR and Class 1-A-LR Certificates, and the Depositor, the Certificateholders Trust or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release release, discharge or discharge modification, assignments of Mortgages and endorsements of Mortgage Notes in connection with refinancings (in jurisdictions where such assignments are the customary and usual standard of practice of mortgage lenders) and all other comparable instruments, with respect to the Mortgage Loans, Loans and with respect to the Mortgaged Properties held for the benefit of the CertificateholdersProperties. The Master Servicer shall prepare is hereby further authorized and empowered by the Trust to execute and deliver or cause to be executed and delivered on behalf of the Holders of the Regular Certificates and the Residual Certificates and the Trust, or any of them, such instruments of assignment or other comparable instruments as the Master Servicer shall, in its sole judgment, deem appropriate in order to register any Mortgage Loan on the MERS system or to cause the removal of any Mortgage Loan from registration thereon. Any expenses incurred in connection with the actions described in the preceding sentence shall be borne by the Master Servicer with no right of reimbursement; provided, however, that any such expenses incurred as a result of any termination by MERS of the MERS system shall be reimbursable to the Depositor and/or Master Servicer. The Trustee on behalf of the Trustee such Trust shall execute and furnish to the Master Servicer, at the Master Servicer's direction, any powers of attorney and other documents requiring execution prepared by the Master Servicer and delivery determined by any or all of them as are the Master Servicer to be necessary or appropriate to enable the Master Servicer to service carry out its supervisory, servicing and administer the Mortgage Loans. Upon receipt of such documents, the Depositor and/or the Trustee shall execute such documents and deliver them to the Master Serviceradministrative duties under this Agreement. The Master Servicer further is authorized and empowered each Servicer shall obtain (to the extent generally commercially available) and maintain fidelity bond and errors and omissions coverage acceptable to FNMA or FHLMC with respect to their obligations under this Agreement and the applicable Servicing Contract, respectively. The Master Servicer or each Servicer, as applicable, shall establish escrow accounts for, or pay when due (by means of an advance), any tax liens in connection with the Mortgaged Properties that are not paid by the TrusteeMortgagors when due to the extent that any such payment would not constitute a Nonrecoverable Advance when made. In connection with the servicing and administering of each Mortgage Loan, the Master Servicer and any affiliate of the Master Servicer (i) may perform services such as appraisals, default management and (in the case of affiliates only) brokerage services that are not customarily provided by servicers of mortgage loans, and shall be entitled to reasonable compensation therefor and (ii) may, at its own discretion and on behalf of the Certificateholders and the TrusteeTrust, in its own name or obtain credit information in the name of the Subservicer, when the Master Servicer or the Subservicer, as the case may be, believes it appropriate in its best judgment to register any Mortgage Loan on the MERS® System, or cause the removal from the registration of any Mortgage Loan on the MERS® System, to execute and deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording form of a Mortgage in the name of MERS, solely as nominee for the Trustee and its successors and assigns. In accordance with the standards of the preceding paragraph, the Master Servicer shall advance or cause to be advanced funds as necessary for the purpose of effecting the payment of taxes and assessments on the Mortgaged Properties, which advances shall be reimbursable in the first instance "credit score" from related collections from the Mortgagors pursuant to Section 3.06, and further as provided in Section 3.08. All costs incurred by the Master Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balance under the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. The Master Servicer shall deliver a list of Servicing Officers to the Trustee by the Closing Date. In addition, the Master Servicer shall administer the Mortgage Insurance Policy on behalf of itself, the Sellers, the Depositor, and the Trustee for the benefit of the Certificateholders, when it is necessary to make claims and receive payments under the Mortgage Insurance Policy. In connection with its activities as Master Servicer of the Mortgage Loans, the Master Servicer agrees to present, on behalf of itself, the Trustee and the Certificateholders, claims to the insurer under any primary insurance policies and, in this regard, to take any reasonable action necessary to permit recovery under any primary insurance policies respecting defaulted Mortgage Loans. Any amounts collected by the Master Servicer under any primary insurance policies shall be deposited in the Certificate Account. The Master Servicer shall take whatever action is appropriate to maximize the amounts payable under the Mortgage Insurance Policy and to service the Covered Mortgage Loans in the manner required by the Mortgage Insurance Policy. The Master Servicer shall prepare and submit all claims eligible for submission under the Mortgage Insurance Policy and shall, except as otherwise specified in this Agreement, perform all of the obligations of the insured under the Mortgage Insurance Policy. If the Mortgage Insurance Policy is terminated for any reason other than the exhaustion of its coverage, or if the financial strength rating of the Mortgage Insurer is reduced to below investment grade, the Master Servicer will use its best efforts to obtain a comparable policy from an insurer that is acceptable to the Rating Agencies. The replacement policy shall provide coverage equal to the then remaining coverage of the applicable Mortgage Insurance Policy, if available. However, if the premium cost of a replacement policy exceeds the premium cost of the Mortgage Insurance Policy, the coverage amount of the replacement policy will be reduced so that its premium cost will not exceed the premium cost of the Mortgage Insurance Policy. In the event that a shortfall in any collection on or liability with respect to any Mortgage Loan results from or is attributable to adjustments to Mortgage Rates, Scheduled Payments or Stated Principal Balances that were made by the Master Servicer in a manner not consistent with the terms of the related Mortgage Note and this Agreement, the Master Servicer, upon discovery or receipt of notice thereof, immediately shall deliver to the Trustee for deposit in the Distribution Account from its own funds the amount of any such shortfall and shall indemnify and hold harmless the Trust Fund, the Trustee, the Depositor and any successor master servicer in respect of any such liability. Such indemnities shall survive the termination or discharge of this Agreement. Notwithstanding the foregoing, this Section 3.01 shall not limit the ability of the Master Servicer to seek recovery of any such amounts from the related Mortgagor under the terms of the related Mortgage Note, as permitted by law and shall not be an expense of the Trustcredit repository.

Master Servicer to Service Mortgage Loans. For and on behalf of the Certificateholders, the Master Servicer shall service and administer the Mortgage Loans in accordance with customary and usual standards of practice of prudent mortgage loan lenders in the respective states in which the Mortgaged Properties are located, including taking all required and appropriate actions under each Required Insurance Policy and taking all required and appropriate actions under the Mortgage Insurance Policy on behalf of the Co-Trustee, other than the payment of the Mortgage Insurance Premium and obtaining the approval of the Mortgage Insurer with respect to the appointment of a successor servicerPolicy. In connection with such servicing and administration, the Master Servicer shall have full power and authority, acting alone and/or through subservicers as provided in Section 3.02 hereof, subject to the terms hereof (i) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds, Proceeds and other Liquidation Proceeds and Subsequent RecoveriesProceeds, and (iv) subject to Section 3.12(b), to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that the Master Servicer shall take no action that is inconsistent with or prejudices the interests of the Trustee or the Certificateholders in any Mortgage Loan or the rights and interests of the Depositor and the Trustee under this Agreement. The Master Servicer shall represent and protect the interest of the Trustee in the same manner as it currently protects its own interest in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan and shall not make or permit any modification, waiver or amendment of any term of any Mortgage Loan which would (i) cause any REMIC formed hereunder to fail to qualify as a REMIC, REMIC or (ii) result in the imposition of any tax under section 860(a) or 860(d) of the Code or (iii) cause any Covered Mortgage Loan to not be covered by the Mortgage Insurance PolicyCode, but in any case the Master Servicer shall not act in any manner that is a lesser standard than that provided in the first sentence of this Section 3.01. Without limiting the generality of the foregoing, the Master Servicer, in its own name or in the name of the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, when the Master Servicer believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to the Mortgage Loans, and with respect to the Mortgaged Properties held for the benefit of the Certificateholders. The Master Servicer shall prepare and deliver to the Depositor and/or the Trustee such documents requiring execution and delivery by any or all of them as are necessary or appropriate to enable the Master Servicer to service and administer the Mortgage Loans. Upon receipt of such documents, the Depositor and/or the Trustee shall execute such documents and deliver them to the Master Servicer. The Master Servicer further is authorized and empowered by the Trustee, on behalf of the Certificateholders and the Trustee, in its own name or in the name of the Subservicer, when the Master Servicer or the Subservicer, as the case may be, believes it appropriate in its best judgment to register any Mortgage Loan on the MERS® MERS(R) System, or cause the removal from the registration of any Mortgage Loan on the MERS® MERS(R) System, to execute and deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Trustee and its successors and assigns. In accordance with the standards of the preceding paragraph, the Master Servicer shall advance or cause to be advanced funds as necessary for the purpose of effecting the payment of taxes and assessments on the Mortgaged Properties, which advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.06, and further as provided in Section 3.08. All costs incurred by the Master Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balance under the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. The Master Servicer shall deliver a list of Servicing Officers to the Trustee by the Closing Date. In addition, the Master Servicer shall administer the Mortgage Insurance Policy on behalf of itself, the Sellers, the Depositor, and the Trustee for the benefit of the Certificateholders, when it is necessary to make claims and receive payments under the Mortgage Insurance Policy. In connection with its activities as Master Servicer of the Mortgage Loans, the Master Servicer agrees to present, on behalf of itself, the Trustee and the Certificateholders, claims to the insurer under any primary insurance policies and, in this regard, to take any reasonable action necessary to permit recovery under any primary insurance policies respecting defaulted Mortgage Loans. Any amounts collected by the Master Servicer under any primary insurance policies shall be deposited in the Certificate Account. The Master Servicer shall take whatever action is appropriate to maximize the amounts payable under the Mortgage Insurance Policy and to service the Covered Mortgage Loans in the manner required by the Mortgage Insurance Policy. The Master Servicer shall prepare and submit all claims eligible for submission under the Mortgage Insurance Policy and shall, except as otherwise specified in this Agreement, perform all of the obligations of the insured under the Mortgage Insurance Policy. If the Mortgage Insurance Policy is terminated for any reason other than the exhaustion of its coverage, or if the financial strength rating of the Mortgage Insurer is reduced to below investment grade, the Master Servicer will use its best efforts to obtain a comparable policy from an insurer that is acceptable to the Rating Agencies. The replacement policy shall provide coverage equal to the then remaining coverage of the applicable Mortgage Insurance Policy, if available. However, if the premium cost of a replacement policy exceeds the premium cost of the Mortgage Insurance Policy, the coverage amount of the replacement policy will be reduced so that its premium cost will not exceed the premium cost of the Mortgage Insurance Policy. In the event that a shortfall in any collection on or liability with respect to any Mortgage Loan results from or is attributable to adjustments to Mortgage Rates, Scheduled Payments or Stated Principal Balances that were made by the Master Servicer in a manner not consistent with the terms of the related Mortgage Note and this Agreement, the Master Servicer, upon discovery or receipt of notice thereof, immediately shall deliver to the Trustee for deposit in the Distribution Account from its own funds the amount of any such shortfall and shall indemnify and hold harmless the Trust Fund, the Trustee, the Depositor and any successor master servicer in respect of any such liability. Such indemnities shall survive the termination or discharge of this Agreement. Notwithstanding the foregoing, this Section 3.01 shall not limit the ability of the Master Servicer to seek recovery of any such amounts from the related Mortgagor under the terms of the related Mortgage Note, as permitted by law and shall not be an expense of the Trust.respecting

Master Servicer to Service Mortgage Loans. For and on behalf of the Certificateholders, the Master Servicer shall service and administer the Mortgage Loans in accordance with customary and usual standards of practice of prudent mortgage loan lenders in the respective states in which the Mortgaged Properties are located, including taking all required and appropriate actions under each Required Insurance Policy and taking all required and appropriate actions under the Mortgage Insurance Policy on behalf of the Co-Trustee, other than the payment of the Mortgage Insurance Premium and obtaining the approval of the Mortgage Insurer with respect to the appointment of a successor servicer. In connection with such servicing and administration, the Master Servicer shall have full power and authority, acting alone and/or through subservicers as provided in Section 3.02 hereof, subject to the terms hereof (i) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds, Proceeds and other Liquidation Proceeds and Subsequent RecoveriesProceeds, and (iv) subject to Section 3.12(b3.12(a), to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that the Master Servicer shall take no action that is inconsistent with or prejudices the interests of the Trustee Trust Fund or the Certificateholders in any Mortgage Loan or the rights and interests of the Depositor and the Trustee under this Agreement. The Master Servicer shall represent and protect the interest of the Trustee Trust Fund in the same manner as it currently protects its own interest in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan and shall not make or permit any modification, waiver or amendment of any term of any Mortgage Loan which would (i) cause any REMIC formed hereunder the Trust Fund to fail to qualify as a REMIC, (ii) REMIC or result in the imposition of any tax under section Section 860(a) or 860(d) of the Code or (iii) cause any Covered Mortgage Loan to not be covered by the Mortgage Insurance PolicyCode, but in any case the Master Servicer shall not act in any manner that is a lesser standard than that provided in the first sentence of this Section 3.01. Without limiting the generality of the foregoing, the Master Servicer, in its own name or in the name of the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, when the Master Servicer believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to the Mortgage Loans, and with respect to the Mortgaged Properties held for the benefit of the Certificateholders. The Master Servicer shall prepare and deliver to the Depositor and/or the Trustee such documents requiring execution and delivery by any or all of them as are necessary or appropriate to enable the Master Servicer to service and administer the Mortgage Loans. Upon receipt of such documents, the Depositor and/or the Trustee shall execute such documents and deliver them to the Master Servicer. The Master Servicer further is authorized and empowered by the Trustee, on behalf of the Certificateholders and the Trustee, in its own name or in the name of the Subservicer, when the Master Servicer or the Subservicer, as the case may be, believes it appropriate in its best judgment to register any Mortgage Loan on the MERS® MERS(R) System, or cause the removal from the registration of any Mortgage Loan on the MERS® MERS(R) System, to execute and deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of 77 assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Trustee and its successors and assigns. In accordance with the standards of the preceding paragraph, the Master Servicer shall advance or cause to be advanced funds as necessary for the purpose of effecting the payment of taxes and assessments on the Mortgaged Properties, which advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.06, and further as provided in Section 3.08. All costs incurred by the Master Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balance under the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. The Master Servicer shall deliver a list of Servicing Officers to the Trustee by the Closing Date. In addition, the Master Servicer shall administer the Mortgage Insurance Policy on behalf of itself, the SellersSeller, the Depositor, and the Trustee for the benefit of the Certificateholders, when it is necessary to make claims and receive payments under the Mortgage Insurance Policy. In connection with its activities as Master Servicer of the Mortgage Loans, the Master Servicer agrees to present, on behalf of itself, the Trustee and the Certificateholders, claims to the insurer under any primary insurance policies and, in this regard, to take any reasonable action necessary to permit recovery under any primary insurance policies respecting defaulted Mortgage Loans. Any amounts collected by the Master Servicer under any primary insurance policies shall be deposited in the Certificate Account. The Master Servicer shall take whatever action is appropriate to maximize the amounts payable under the Mortgage Insurance Policy and to service the Covered Mortgage Loans in the manner required by the Mortgage Insurance Policy. The Master Servicer shall prepare and submit all claims eligible for submission under the Mortgage Insurance Policy and shall, except as otherwise specified in this Agreement, perform all of the obligations of the insured under the Mortgage Insurance Policy. If the Mortgage Insurance Policy is terminated for any reason other than the exhaustion of its coverage, or if the financial strength rating of the Mortgage Insurer is reduced to below investment grade, the Master Servicer will use its best efforts to obtain a comparable policy from an insurer that is acceptable to the Rating Agencies. The replacement policy shall provide coverage equal to the then remaining coverage of the applicable Mortgage Insurance Policy, if available. However, if the premium cost of a replacement policy exceeds the premium cost of the Mortgage Insurance Policy, the coverage amount of the replacement policy will be reduced so that its premium cost will not exceed the premium cost of the Mortgage Insurance Policy. In the event that a shortfall in any collection on or liability with respect to any Mortgage Loan results from or is attributable to adjustments to Mortgage Rates, Scheduled Payments or Stated Principal Balances that were made by the Master Servicer in a manner not consistent with the terms of the related Mortgage Note and this Agreement, the Master Servicer, upon discovery or receipt of notice thereof, immediately shall deliver to the Trustee for deposit in the Distribution Account from its own funds the amount of any such shortfall and shall indemnify and hold harmless the Trust Fund, the Trustee, the Depositor and any successor master servicer in respect of any such liability. Such indemnities shall survive the termination or discharge of this Agreement. Notwithstanding the foregoing, this Section 3.01 shall not limit the ability of the Master Servicer to seek recovery of any such amounts from the related Mortgagor under the terms of the related Mortgage Note, as permitted by law and shall not be an expense of the Trust.

Master Servicer to Service Mortgage Loans. For and on behalf of the Certificateholders, the Master Servicer shall service and administer the Mortgage Loans in accordance with the terms of this Agreement and customary and usual standards of practice of prudent mortgage loan lenders in the respective states in which the Mortgaged Properties are located, including taking all required and appropriate actions under each Required Insurance Policy and taking all required and appropriate actions under the Mortgage Insurance Policy on behalf of the Co-Trustee, other than the payment of the Mortgage Insurance Premium and obtaining the approval of the Mortgage Insurer with respect to the appointment of a successor servicerservicers. In connection with such servicing and administration, the Master Servicer shall have full power and authority, acting alone and/or through subservicers Subservicers as provided in Section 3.02 hereof, subject to the terms hereof (i) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds, Proceeds and other Liquidation Proceeds and Subsequent RecoveriesProceeds, and (iv) subject to Section 3.12(b), to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that the Master Servicer shall not take no any action that is inconsistent with or prejudices the interests of the Trustee Trust Fund or the Certificateholders in any Mortgage Loan or the rights and interests of the Depositor Depositor, the Trustee and the Trustee Certificateholders under this Agreement. The Master Servicer shall represent and protect the interest interests of the Trustee Trust Fund in the same manner as it currently protects its own interest interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan Loan, and shall not make or permit any modification, waiver or amendment of any term of any Mortgage Loan which would (i) cause any the REMIC formed created hereunder to fail to qualify as a REMIC, (ii) REMIC or result in the imposition of any tax under section 860(aSection 860F(a) or 860(dSection 860G(d) of the Code or (iii) cause any Covered Mortgage Loan to not be covered by the Mortgage Insurance Policy, but in any case the Master Servicer shall not act in any manner that is a lesser standard than that provided in the first sentence of this Section 3.01Code. Without limiting the generality of the foregoing, the Master Servicer, in its own name or in the name of the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, when the Master Servicer believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to the Mortgage Loans, and with respect to the Mortgaged Properties held for the benefit of the Certificateholders. The Master Servicer shall prepare and deliver to the Depositor and/or the Trustee such documents requiring execution and delivery by any either or all both of them as are necessary or appropriate to enable the Master Servicer to service and administer the Mortgage LoansLoans to the extent that the Master Servicer is not permitted to execute and deliver such documents pursuant to the preceding sentence. Upon receipt of such documents, the Depositor and/or the Trustee shall execute such documents and deliver them to the Master Servicer. The Master Servicer further is authorized and empowered by the Trustee, on behalf of the Certificateholders and the Trustee, in its own name or in the name of the Subservicer, when the Master Servicer or the Subservicer, as the case may be, believes it appropriate in its best judgment to register any Mortgage Loan on the MERS® MERS(R) System, or cause the removal from the registration of any Mortgage Loan on the MERS® MERS(R) System, to execute and deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Trustee and its successors and assigns. In accordance with the standards of the preceding paragraph, the Master Servicer shall advance or cause to be advanced funds as necessary for the purpose of effecting the payment of taxes and assessments on the Mortgaged Properties, which advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.06, and further as provided in Section 3.08. All The costs incurred by the Master Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balance under Balances of the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. The Master Servicer shall deliver a list of Servicing Officers to the Trustee by the Closing Date. In addition, the Master Servicer shall administer the Mortgage Insurance Policy on behalf of itself, the Sellers, the Depositor, and the Trustee for the benefit of the Certificateholders, when it is necessary to make claims and receive payments under the Mortgage Insurance Policy. In connection with its activities as Master Servicer of the Mortgage Loans, the Master Servicer agrees to present, on behalf of itself, the Trustee and the Certificateholders, claims to the insurer under any primary insurance policies and, in this regard, to take any reasonable action necessary to permit recovery under any primary insurance policies respecting defaulted Mortgage Loans. Any amounts collected by the Master Servicer under any primary insurance policies shall be deposited in the Certificate Account. The Master Servicer shall take whatever action is appropriate to maximize the amounts payable under the Mortgage Insurance Policy and to service the Covered Mortgage Loans in the manner required by the Mortgage Insurance Policy. The Master Servicer shall prepare and submit all claims eligible for submission under the Mortgage Insurance Policy and shall, except as otherwise specified in this Agreement, perform all of the obligations of the insured under the Mortgage Insurance Policy. If the Mortgage Insurance Policy is terminated for any reason other than the exhaustion of its coverage, or if the financial strength rating of the Mortgage Insurer is reduced to below investment grade, the Master Servicer will use its best efforts to obtain a comparable policy from an insurer that is acceptable to the Rating Agencies. The replacement policy shall provide coverage equal to the then remaining coverage of the applicable Mortgage Insurance Policy, if available. However, if the premium cost of a replacement policy exceeds the premium cost of the Mortgage Insurance Policy, the coverage amount of the replacement policy will be reduced so that its premium cost will not exceed the premium cost of the Mortgage Insurance Policy. In the event that a shortfall in any collection on or liability with respect to any Mortgage Loan results from or is attributable to adjustments to Mortgage Rates, Scheduled Payments or Stated Principal Balances that were made by the Master Servicer in a manner not consistent with the terms of the related Mortgage Note and this Agreement, the Master Servicer, upon discovery or receipt of notice thereof, immediately shall deliver to the Trustee for deposit in the Distribution Account from its own funds the amount of any such shortfall and shall indemnify and hold harmless the Trust Fund, the Trustee, the Depositor and any successor master servicer in respect of any such liability. Such indemnities shall survive the termination or discharge of this Agreement. Notwithstanding the foregoing, this Section 3.01 shall not limit the ability of the Master Servicer to seek recovery of any such amounts from the related Mortgagor under the terms of the related Mortgage Note, as permitted by law and shall not be an expense of the Trust.

Master Servicer to Service Mortgage Loans. For and on behalf of the Certificateholders, the (i) The Master Servicer shall service and administer the Mortgage Loans in accordance a manner consistent with customary the terms of this Agreement and usual standards of with general industry practice of prudent mortgage loan lenders in the respective states in which the Mortgaged Properties are located, including taking all required and appropriate actions under each Required Insurance Policy and taking all required and appropriate actions under the Mortgage Insurance Policy on behalf of the Co-Trustee, other than the payment of the Mortgage Insurance Premium and obtaining the approval of the Mortgage Insurer with respect to the appointment of a successor servicer. In connection with such servicing and administration, the Master Servicer shall have full power and authority, acting alone and/or or through subservicers as provided in Section 3.02 hereof, subject to the terms hereof (i) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds, other Liquidation Proceeds and Subsequent Recoveries, and (iv) subject to Section 3.12(b)a subservicer, to effectuate foreclosure do any and all things in connection with such servicing and administration which it may deem necessary or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided desirable, it being understood, however, that the Master Servicer shall take no action that is inconsistent with or prejudices at all times remain responsible to the interests of Trustees, the Trustee or the Certificateholders in any Mortgage Loan or the rights and interests of the Depositor Securityholders and the Trustee under this AgreementCredit Enhancer for the performance of its duties and obligations hereunder in accordance with the terms hereof. The Master Servicer shall represent and protect the interest Any amounts received by any subservicer in respect of the Trustee in the same manner as it currently protects its own interest in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan and shall not make or permit any modification, waiver or amendment of any term of any Mortgage Loan which would (i) cause any REMIC formed hereunder be deemed to fail to qualify as a REMIC, (ii) result in the imposition of any tax under section 860(a) or 860(d) of the Code or (iii) cause any Covered Mortgage Loan to not be covered have been received by the Mortgage Insurance Policy, but in any case the Master Servicer shall whether or not act in any manner that is a lesser standard than that provided in the first sentence of this Section 3.01actually received by it. Without limiting the generality of the foregoing, the Master ServicerServicer shall continue, in its own name or in the name of the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, when the Master Servicer believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of itself, the Securityholders and the Trustee, the Depositor, the Certificateholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to the Mortgage Loans, Loans and with respect to the Mortgaged Properties held for the benefit of the CertificateholdersProperties. The Trustee shall, upon the written request of a Servicing Officer, furnish the Master Servicer shall prepare with any powers of attorney and deliver to the Depositor and/or the Trustee such other documents requiring execution and delivery by any or all of them as are necessary or appropriate to enable the Master Servicer to service carry out its servicing and administer the Mortgage Loans. Upon receipt of such documents, the Depositor and/or the Trustee shall execute such documents and deliver them to the Master Serviceradministrative duties hereunder. The Master Servicer further is authorized and empowered by in such capacity may also consent to the Trustee, on behalf placing of the Certificateholders and the Trustee, in its own name or in the name of the Subservicer, when the Master Servicer or the Subservicer, as the case may be, believes it appropriate in its best judgment a lien senior to register any Mortgage Loan on the MERS® System, or cause the removal from the registration that of any Mortgage Loan on the MERS® Systemrelated Mortgaged Property, provided that (x) such Mortgage succeeded to execute and deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Trustee and its successors and assigns. In accordance with the standards of the preceding paragraph, the Master Servicer shall advance or cause to be advanced funds as necessary for the purpose of effecting the payment of taxes and assessments on the Mortgaged Properties, which advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.06, and further as provided in Section 3.08. All costs incurred by the Master Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balance under lien position after the related Mortgage LoansLoan was conveyed to the Trust and, notwithstanding that immediately following the terms placement of such senior lien, such Mortgage Loans so permit. The Master Servicer shall deliver is in a list of Servicing Officers to the Trustee by the Closing Date. In addition, the Master Servicer shall administer the Mortgage Insurance Policy on behalf of itself, the Sellers, the Depositor, second lien position and the Trustee for the benefit of the Certificateholders, when it is necessary to make claims and receive payments under the Mortgage Insurance Policy. In connection with its activities as Master Servicer of the Mortgage Loans, the Master Servicer agrees to present, on behalf of itself, the Trustee and the Certificateholders, claims to the insurer under any primary insurance policies and, in this regard, to take any reasonable action necessary to permit recovery under any primary insurance policies respecting defaulted Mortgage Loans. Any amounts collected by the Master Servicer under any primary insurance policies shall be deposited in the Certificate Account. The Master Servicer shall take whatever action is appropriate to maximize the amounts payable under the Mortgage Insurance Policy and to service the Covered Mortgage Loans in the manner required by the Mortgage Insurance Policy. The Master Servicer shall prepare and submit all claims eligible for submission under the Mortgage Insurance Policy and shall, except as otherwise specified in this Agreement, perform all of the obligations of the insured under the Mortgage Insurance Policy. If the Mortgage Insurance Policy is terminated for any reason other than the exhaustion of its coverage, or if the financial strength rating of the Mortgage Insurer is reduced to below investment grade, the Master Servicer will use its best efforts to obtain a comparable policy from an insurer that is acceptable to the Rating Agencies. The replacement policy shall provide coverage equal to the then remaining coverage of the applicable Mortgage Insurance Policy, if available. However, if the premium cost of a replacement policy exceeds the premium cost of the Mortgage Insurance Policy, the coverage outstanding principal amount of the replacement policy will be reduced so that its premium cost will not exceed mortgage loan secured by such subsequent senior lien is no greater than the premium cost outstanding principal amount of the Mortgage Insurance Policy. In the event that a shortfall in any collection on or liability with respect to any Mortgage Loan results from or is attributable to adjustments to Mortgage Rates, Scheduled Payments or Stated Principal Balances that were made senior mortgage loan secured by the Master Servicer in a manner not consistent with Mortgaged Property as of the terms of date the related Mortgage Note and this Agreement, the Master Servicer, upon discovery or receipt of notice thereof, immediately shall deliver to the Trustee for deposit in the Distribution Account from its own funds the amount of any such shortfall and shall indemnify and hold harmless the Trust Fund, the Trustee, the Depositor and any successor master servicer in respect of any such liability. Such indemnities shall survive the termination or discharge of this Agreement. Notwithstanding the foregoing, this Section 3.01 shall not limit the ability of the Master Servicer to seek recovery of any such amounts from the related Mortgagor under the terms of the related Mortgage Note, as permitted by law and shall not be an expense of the Trust.Loan was originated; or

Master Servicer to Service Mortgage Loans. For and on behalf of the Certificateholders, the Master Servicer shall service and administer the Mortgage Loans in accordance with customary and usual standards of practice of prudent mortgage loan lenders in the respective states in which the Mortgaged Properties are located, including taking all required and appropriate actions under each Required Insurance Policy and taking all required and appropriate actions under the Mortgage Credit Insurance Policy on behalf of the Co-Trustee, other than the payment of the Mortgage Credit Insurance Premium and obtaining the approval of the Mortgage Credit Insurer with respect to the appointment of a successor servicer. In connection with such servicing and administration, the Master Servicer shall have full power and authority, acting alone and/or through subservicers as provided in Section 3.02 hereof, subject to the terms hereof (i) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds, other Liquidation Proceeds and Subsequent Recoveries, and (iv) subject to Section 3.12(b), to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that the Master Servicer shall take no action that is inconsistent with or prejudices the interests of the Trustee or the Certificateholders in any Mortgage Loan or the rights and interests of the Depositor and the Trustee under this Agreement. The Master Servicer shall represent and protect the interest of the Trustee in the same manner as it currently protects its own interest in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan and shall not make or permit any modification, waiver or amendment of any term of any Mortgage Loan which would (i) cause any REMIC formed hereunder to fail to qualify as a REMIC, (ii) result in the imposition of any tax under section 860(a) or 860(d) of the Code or (iii) cause any Covered Mortgage Loan to not be covered by the Mortgage Credit Insurance Policy, but in any case the Master Servicer shall not act in any manner that is a lesser standard than that provided in the first sentence of this Section 3.01. Without limiting the generality of the foregoing, the Master Servicer, in its own name or in the name of the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, when the Master Servicer believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to the Mortgage Loans, and with respect to the Mortgaged Properties held for the benefit of the Certificateholders. The Master Servicer shall prepare and deliver to the Depositor and/or the Trustee such documents requiring execution and delivery by any or all of them as are necessary or appropriate to enable the Master Servicer to service and administer the Mortgage Loans. Upon receipt of such documents, the Depositor and/or the Trustee shall execute such documents and deliver them to the Master Servicer. The Master Servicer further is authorized and empowered by the Trustee, on behalf of the Certificateholders and the Trustee, in its own name or in the name of the Subservicer, when the Master Servicer or the Subservicer, as the case may be, believes it appropriate in its best judgment to register any Mortgage Loan on the MERS® MERS(R) System, or cause the removal from the registration of any Mortgage Loan on the MERS® MERS(R) System, to execute and deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Trustee and its successors and assigns. In accordance with the standards of the preceding paragraph, the Master Servicer shall advance or cause to be advanced funds as necessary for the purpose of effecting the payment of taxes and assessments on the Mortgaged Properties, which advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.06, and further as provided in Section 3.08. All costs incurred by the Master Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balance under the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. The Master Servicer shall deliver a list of Servicing Officers to the Trustee by the Closing Date. In addition, the Master Servicer shall administer the Mortgage Credit Insurance Policy on behalf of itself, the Sellers, the Depositor, and the Trustee for the benefit of the CertificateholdersCertificateholders and the Certificate Insurer, when it is necessary to make claims and receive payments under the Mortgage Credit Insurance Policy. In connection with its activities as Master Servicer of the Mortgage Loans, the Master Servicer agrees to present, on behalf of itself, the Trustee and the Certificateholders, claims to the insurer under any primary insurance policies and, in this regard, to take any reasonable action necessary to permit recovery under any primary insurance policies respecting defaulted Mortgage Loans. Any amounts collected by the Master Servicer under any primary insurance policies shall be deposited in the Certificate Account. The Master Servicer shall take whatever action is appropriate to maximize the amounts payable under the Mortgage Credit Insurance Policy and to service the Covered Mortgage Loans in the manner required by the Mortgage Credit Insurance Policy. The Master Servicer shall prepare and submit all claims eligible for submission under the Mortgage Credit Insurance Policy and shall, except as otherwise specified in this Agreement, perform all of the obligations of the insured under the Mortgage Insurance Policy. If the Mortgage Insurance Policy is terminated for any reason other than the exhaustion of its coverage, or if the financial strength rating of the Mortgage Insurer is reduced to below investment grade, the Master Servicer will use its best efforts to obtain a comparable policy from an insurer that is acceptable to the Rating Agencies. The replacement policy shall provide coverage equal to the then remaining coverage of the applicable Mortgage Insurance Policy, if available. However, if the premium cost of a replacement policy exceeds the premium cost of the Mortgage Insurance Policy, the coverage amount of the replacement policy will be reduced so that its premium cost will not exceed the premium cost of the Mortgage Credit Insurance Policy. In the event that a shortfall in any collection on or liability with respect to any Mortgage Loan results from or is attributable to adjustments to Mortgage Rates, Scheduled Payments or Stated Principal Balances that were made by the Master Servicer in a manner not 77 consistent with the terms of the related Mortgage Note and this Agreement, the Master Servicer, upon discovery or receipt of notice thereof, immediately shall deliver to the Trustee for deposit in the Distribution Account from its own funds the amount of any such shortfall and shall indemnify and hold harmless the Trust Fund, the Trustee, the Depositor and any successor master servicer in respect of any such liability. Such indemnities shall survive the termination or discharge of this Agreement. Notwithstanding the foregoing, this Section 3.01 shall not limit the ability of the Master Servicer to seek recovery of any such amounts from the related Mortgagor under the terms of the related Mortgage Note, as permitted by law and shall not be an expense of the Trust.

Master Servicer to Service Mortgage Loans. For and on behalf of the CertificateholdersCertificateholders and the Class A-6 Insurer, the Master Servicer shall service and administer the Mortgage Loans in accordance with customary and usual standards of practice of prudent mortgage loan lenders in the respective states in which the Mortgaged Properties are located, including taking all required and appropriate actions under each Required Insurance Policy and taking all required and appropriate actions under the Mortgage Insurance Policy on behalf of the Co-Trustee, other than the payment of the Mortgage Insurance Premium and obtaining the approval of the Mortgage Insurer with respect to the appointment of a successor servicer. In connection with such servicing and administration, the Master Servicer shall have full power and authority, acting alone and/or through subservicers as provided in Section 3.02 hereof, subject to the terms hereof (i) to execute and deliver, on behalf of the Certificateholders this Agreement and the Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds, other Liquidation Proceeds and Subsequent Recoveries, and (iv) subject to Section 3.12(b), to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that the Master Servicer shall take no action that is inconsistent with or prejudices the interests of the Trustee or the Certificateholders in any Mortgage Loan or the rights and interests of the Depositor and the Trustee under this AgreementServicing Standard. The Master Servicer shall represent and protect the interest of the Trustee in the same manner as it currently protects its own interest in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan and shall not make or permit any modification, waiver waiver, or amendment of any term of any Mortgage Loan which that would (i) cause any REMIC formed hereunder created under this Agreement to fail to qualify as a REMIC, (ii) REMIC or result in the imposition of any tax under section 860(a860F(a) or 860(dsection 860G(d) of the Code or (iii) cause any Covered Mortgage Loan to not be covered by the Mortgage Insurance Policy, but in any case the Master Servicer shall not act in any manner that is a lesser standard than that provided in the first sentence of this Section 3.01Code. Without limiting the generality of the foregoing, the Master Servicer, in its own name or in the name of the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, when the Master Servicer believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders 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 with respect to the Mortgaged Properties held for the benefit of the Certificateholders. The Master Servicer shall prepare and deliver to the Depositor and/or or the Trustee such any documents requiring execution and delivery by any either or all both of them as are necessary or appropriate to enable the Master Servicer to service and administer the Mortgage LoansLoans to the extent that the Master Servicer is not permitted to execute and deliver such documents pursuant to the preceding sentence. Upon receipt of such the documents, the Depositor and/or or the Trustee shall execute such the documents and deliver them to the Master Servicer. The Master Servicer further is authorized and empowered by the Trustee, on behalf of the Certificateholders and the Trustee, in its own name or in the name of the Subservicer, when the Master Servicer or the Subservicer, as the case may be, believes it appropriate in its best judgment to register any Mortgage Loan on the MERS® MERS(R) System, or cause the removal from the registration of any Mortgage Loan on the MERS® MERS(R) System, to execute and deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Trustee and its successors and assigns. In accordance with and to the standards extent of the preceding paragraphServicing Standard, the Master Servicer shall advance or cause funds necessary to be advanced funds as necessary for the purpose of effecting effect the payment of taxes and assessments on the Mortgaged Properties, which advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.063.07, and further as provided in Section 3.083.09. All The costs incurred by the Master Servicer, if any, Servicer in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balance under Balances of the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. The Master Servicer shall deliver a list of Servicing Officers to the Trustee by the Closing Date. In addition, the Master Servicer shall administer the Mortgage Insurance Policy on behalf of itself, the Sellers, the Depositor, and the Trustee for the benefit of the Certificateholders, when it is necessary to make claims and receive payments under the Mortgage Insurance Policy. In connection with its activities as Master Servicer of the Mortgage Loans, the Master Servicer agrees to present, on behalf of itself, the Trustee and the Certificateholders, claims to the insurer under any primary insurance policies and, in this regard, to take any reasonable action necessary to permit recovery under any primary insurance policies respecting defaulted Mortgage Loans. Any amounts collected by the Master Servicer under any primary insurance policies shall be deposited in the Certificate Account. The Master Servicer shall take whatever action is appropriate to maximize the amounts payable under the Mortgage Insurance Policy and to service the Covered Mortgage Loans in the manner required by the Mortgage Insurance Policy. The Master Servicer shall prepare and submit all claims eligible for submission under the Mortgage Insurance Policy and shall, except as otherwise specified in this Agreement, perform all of the obligations of the insured under the Mortgage Insurance Policy. If the Mortgage Insurance Policy is terminated for any reason other than the exhaustion of its coverage, or if the financial strength rating of the Mortgage Insurer is reduced to below investment grade, the Master Servicer will use its best efforts to obtain a comparable policy from an insurer that is acceptable to the Rating Agencies. The replacement policy shall provide coverage equal to the then remaining coverage of the applicable Mortgage Insurance Policy, if available. However, if the premium cost of a replacement policy exceeds the premium cost of the Mortgage Insurance Policy, the coverage amount of the replacement policy will be reduced so that its premium cost will not exceed the premium cost of the Mortgage Insurance Policy. In the event that a shortfall in any collection on or liability with respect to any Mortgage Loan results from or is attributable to adjustments to Mortgage Rates, Scheduled Payments or Stated Principal Balances that were made by the Master Servicer in a manner not consistent with the terms of the related Mortgage Note and this Agreement, the Master Servicer, upon discovery or receipt of notice thereof, immediately shall deliver to the Trustee for deposit in the Distribution Account from its own funds the amount of any such shortfall and shall indemnify and hold harmless the Trust Fund, the Trustee, the Depositor and any successor master servicer in respect of any such liability. Such indemnities shall survive the termination or discharge of this Agreement. Notwithstanding the foregoing, this Section 3.01 shall not limit the ability of the Master Servicer to seek recovery of any such amounts from the related Mortgagor under the terms of the related Mortgage Note, as permitted by law and shall not be an expense of the Trust.

Master Servicer to Service Mortgage Loans. For and on behalf of the Certificateholders, the Master Servicer shall service and administer the Mortgage Loans in accordance with customary and usual standards of practice of prudent mortgage loan lenders in the respective states in which the Mortgaged Properties are located, including taking all required and appropriate actions under each Required Insurance Policy and taking all required and appropriate actions under the Mortgage Insurance Policy on behalf of the Co-Trustee, other than the payment of the Mortgage Insurance Premium and obtaining the approval of the Mortgage Insurer with respect to the appointment of a successor servicer. In connection with such servicing and administration, the Master Servicer shall have full power and authority, acting alone and/or through subservicers as provided in Section 3.02 hereof, subject to the terms hereof (i) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds, Proceeds and other Liquidation Proceeds and Subsequent RecoveriesProceeds, and (iv) subject to Section 3.12(b3.12(a), to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that the Master Servicer shall take no action that is inconsistent with or prejudices the interests of the Trustee or the Certificateholders in any Mortgage Loan or the rights and interests of the Depositor and the Trustee under this Agreement. The Master Servicer shall represent and protect the interest of the Trustee in the same manner as it currently protects its own interest in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan and shall not make or permit any modification, waiver or amendment of any term of any Mortgage Loan which would (i) cause any REMIC formed hereunder the Trust Fund to fail to qualify as a REMIC, (ii) REMIC or result in the imposition of any tax under section Section 860(a) or 860(d) of the Code or (iii) cause any Covered Mortgage Loan to not be covered by the Mortgage Insurance PolicyCode, but in any case the Master Servicer shall not act in any manner that is a lesser standard than that provided in the first sentence of this Section 3.01. Without limiting the generality of the foregoing, the Master Servicer, in its own name or in the name of the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, when the Master Servicer believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to the Mortgage Loans, and with respect to the Mortgaged Properties held for the benefit of the Certificateholders. The Master Servicer shall prepare and deliver to the Depositor and/or the Trustee such documents requiring execution and delivery by any or all of them as are necessary or appropriate to enable the Master Servicer to service and administer the Mortgage Loans. Upon receipt of such documents, the Depositor and/or the Trustee shall execute such documents and deliver them to the Master Servicer. The Master Servicer further is authorized and empowered by the Trustee, on behalf of the Certificateholders and the Trustee, in its own name or in the name of the Subservicer, when the Master Servicer or the Subservicer, as the case may be, believes it appropriate in its best judgment to register any Mortgage Loan on the MERS® MERS(R) System, or cause the removal from the registration of any Mortgage Loan on the MERS® MERS(R) System, to execute and deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Trustee and its successors and assigns. In accordance with the standards of the preceding paragraph, the Master Servicer shall advance or cause to be advanced funds as necessary for the purpose of effecting the payment of taxes and assessments on the Mortgaged Properties, which advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.06, and further as provided in Section 3.08. All costs incurred by the Master Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balance under the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. The Master Servicer shall deliver a list of Servicing Officers to the Trustee by the Closing Date. In addition, the Master Servicer shall administer the Mortgage Insurance Policy on behalf of itself, the Sellers, the Depositor, and the Trustee for the benefit of the Certificateholders, when it is necessary to make claims and receive payments under the Mortgage Insurance Policy. In connection with its activities as Master Servicer of the Mortgage Loans, the Master Servicer agrees to present, on behalf of itself, the Trustee and the Certificateholders, claims to the insurer under any primary insurance policies and, in this regard, to take any reasonable action necessary to permit recovery under any primary insurance policies respecting defaulted Mortgage Loans. Any amounts collected by the Master Servicer under any primary insurance policies shall be deposited in the Certificate Account. The Master Servicer shall take whatever action is appropriate to maximize the amounts payable under the Mortgage Insurance Policy and to service the Covered Mortgage Loans in the manner required by the Mortgage Insurance Policy. The Master Servicer shall prepare and submit all claims eligible for submission under the Mortgage Insurance Policy and shall, except as otherwise specified in this Agreement, perform all of the obligations of the insured under the Mortgage Insurance Policy. If the Mortgage Insurance Policy is terminated for any reason other than the exhaustion of its coverage, or if the financial strength rating of the Mortgage Insurer is reduced to below investment grade, the Master Servicer will use its best efforts to obtain a comparable policy from an insurer that is acceptable to the Rating Agencies. The replacement policy shall provide coverage equal to the then remaining coverage of the applicable Mortgage Insurance Policy, if available. However, if the premium cost of a replacement policy exceeds the premium cost of the Mortgage Insurance Policy, the coverage amount of the replacement policy will be reduced so that its premium cost will not exceed the premium cost of the Mortgage Insurance Policy. In the event that a shortfall in any collection on or liability with respect to any Mortgage Loan results from or is attributable to adjustments to Mortgage Rates, Scheduled Monthly Payments or Stated Principal Balances that were made by the Master Servicer in a manner not consistent with the terms of the related Mortgage Note and this Agreement, the Master Servicer, upon discovery or receipt of notice thereof, immediately shall deliver to the Trustee for deposit in the Distribution Account from its own funds the amount of any such shortfall and shall indemnify and hold harmless the Trust Fund, the Trustee, the Depositor Depositor, the Guarantor and any successor master servicer in respect of any such liability; provided, that in the case of the Guarantor such indemnity shall only apply with respect to Group 1 Mortgage Loans. Such indemnities shall survive the termination or discharge of this Agreement. Notwithstanding the foregoing, this Section 3.01 shall not limit the ability of the Master Servicer to seek recovery of any such amounts from the related Mortgagor under the terms of the related Mortgage Note, as permitted by law and shall not be an expense of the Trust.

Master Servicer to Service Mortgage Loans. For and on behalf of the Certificateholders, the Master Servicer shall service and administer the Mortgage Loans in accordance with customary and usual standards of practice of prudent mortgage loan lenders in the respective states in which the Mortgaged Properties are located, including taking all required and appropriate actions under each Required Insurance Policy and taking all required and appropriate actions under the Mortgage Credit Insurance Policy on behalf of the Co-Trustee, other than the payment of the Mortgage Credit Insurance Premium and obtaining the approval of the Mortgage Credit Insurer with respect to the appointment of a successor servicer. In connection with such servicing and administration, the Master Servicer shall have full power and authority, acting alone and/or through subservicers as provided in Section 3.02 hereof, subject to the terms hereof (i) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds, other Liquidation Proceeds and Subsequent Recoveries, and (iv) subject to Section 3.12(b), to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that the Master Servicer shall take no action that is inconsistent with or prejudices the interests of the Trustee or the Certificateholders in any Mortgage Loan or the rights and interests of the Depositor and the Trustee under this Agreement. The Master Servicer shall represent and protect the interest of the Trustee in the same manner as it currently protects its own interest in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan and shall not make or permit any modification, waiver or amendment of any term of any Mortgage Loan which would (i) cause any REMIC formed hereunder to fail to qualify as a REMIC, (ii) result in the imposition of any tax under section 860(a) or 860(d) of the Code or (iii) cause any Covered Mortgage Loan to not be covered by the Mortgage Credit Insurance Policy, but in any case the Master Servicer shall not act in any manner that is a lesser standard than that provided in the first sentence of this Section 3.01. Without limiting the generality of the foregoing, the Master Servicer, in its own name or in the name of the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, when the Master Servicer believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to the Mortgage Loans, and with respect to the Mortgaged Properties held for the benefit of the Certificateholders. The Master Servicer shall prepare and deliver to the Depositor and/or the Trustee such documents requiring execution and delivery by any or all of them as are necessary or appropriate to enable the Master Servicer to service and administer the Mortgage Loans. Upon receipt of such documents, the Depositor and/or the Trustee shall execute such documents and deliver them to the Master Servicer. The Master Servicer further is authorized and empowered by the Trustee, on behalf of the Certificateholders and the Trustee, in its own name or in the name of the Subservicer, when the Master Servicer or the Subservicer, as the case may be, believes it appropriate in its best judgment to register any Mortgage Loan on the MERS® MERS(R) System, or cause the removal from the registration of any Mortgage Loan on the MERS® MERS(R) System, to execute and deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Trustee and its successors and assigns. In accordance with the standards of the preceding paragraph, the Master Servicer shall advance or cause to be advanced funds as necessary for the purpose of effecting the payment of taxes and assessments on the Mortgaged Properties, which advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.06, and further as provided in Section 3.08. All costs incurred by the Master Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balance under the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. The Master Servicer shall deliver a list of Servicing Officers to the Trustee by the Closing Date. In addition, the Master Servicer shall administer the Mortgage Credit Insurance Policy on behalf of itself, the Sellers, the Depositor, and the Trustee for the benefit of the CertificateholdersCertificateholders and the Certificate Insurer, when it is necessary to make claims and receive payments under the Mortgage Credit Insurance Policy. In connection with its activities as Master Servicer of the Mortgage Loans, the Master Servicer agrees to present, on behalf of itself, the Trustee and the Certificateholders, claims to the insurer under any primary insurance policies and, in this regard, to take any reasonable action necessary to permit recovery under any primary insurance policies respecting defaulted Mortgage Loans. Any amounts collected by the Master Servicer under any primary insurance policies shall be deposited in the Certificate Account. The Master Servicer shall take whatever action is appropriate to maximize the amounts payable under the Mortgage Credit Insurance Policy and to service the Covered Mortgage Loans in the manner required by the Mortgage Credit Insurance Policy. The Master Servicer shall prepare and submit all claims eligible for submission under the Mortgage Credit Insurance Policy and shall, except as otherwise specified in this Agreement, perform all of the obligations of the insured under the Mortgage Insurance Policy. If the Mortgage Insurance Policy is terminated for any reason other than the exhaustion of its coverage, or if the financial strength rating of the Mortgage Insurer is reduced to below investment grade, the Master Servicer will use its best efforts to obtain a comparable policy from an insurer that is acceptable to the Rating Agencies. The replacement policy shall provide coverage equal to the then remaining coverage of the applicable Mortgage Insurance Policy, if available. However, if the premium cost of a replacement policy exceeds the premium cost of the Mortgage Insurance Policy, the coverage amount of the replacement policy will be reduced so that its premium cost will not exceed the premium cost of the Mortgage Credit Insurance Policy. In the event that a shortfall in any collection on or liability with respect to any Mortgage Loan results from or is attributable to adjustments to Mortgage Rates, Scheduled Payments or Stated Principal Balances that were made by the Master Servicer in a manner not consistent with the terms of the related Mortgage Note and this Agreement, the Master Servicer, upon discovery or receipt of notice thereof, immediately shall deliver to the Trustee for deposit in the Distribution Account from its own funds the amount of any such shortfall and shall indemnify and hold harmless the Trust Fund, the Trustee, the Depositor and any successor master servicer in respect of any such liability. Such indemnities shall survive the termination or discharge of this Agreement. Notwithstanding the foregoing, this Section 3.01 shall not limit the ability of the Master Servicer to seek recovery of any such amounts from the related Mortgagor under the terms of the related Mortgage Note, as permitted by law and shall not be an expense of the Trust.

Master Servicer to Service Mortgage Loans. For and on behalf of the Certificateholders, the Master Servicer shall service and administer the Mortgage Loans in accordance with customary and usual standards of practice of prudent mortgage loan lenders in the respective states in which the Mortgaged Properties are located, including taking all required and appropriate actions under each Required Insurance Policy and taking all required and appropriate actions under the Mortgage Insurance Policy on behalf of the Co-Trustee, other than the payment of the Mortgage Insurance Premium and obtaining the approval of the Mortgage Insurer with respect to the appointment of a successor servicerPolicy. In connection with such servicing and administration, the Master Servicer shall have full power and authority, acting alone and/or through subservicers as provided in Section 3.02 hereof, subject to the terms hereof (i) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds, Proceeds and other Liquidation Proceeds and Subsequent RecoveriesProceeds, and (iv) subject to Section 3.12(b), to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that the Master Servicer shall take no action that is inconsistent with or prejudices the interests of the Trustee or the Certificateholders in any Mortgage Loan or the rights and interests of the Depositor and the Trustee under this Agreement. The Master Servicer shall represent and protect the interest of the Trustee in the same manner as it currently protects its own interest in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan and shall not make or permit any modification, waiver or amendment of any term of any Mortgage Loan which would (i) cause any REMIC formed hereunder to fail to qualify as a REMIC, REMIC or (ii) result in the imposition of any tax under section 860(a) or 860(d) of the Code or (iii) cause any Covered Mortgage Loan to not be covered by the Mortgage Insurance PolicyCode, but in any case the Master Servicer shall not act in any manner that is a lesser standard than that provided in the first sentence of this Section 3.01. Without limiting the generality of the foregoing, the Master Servicer, in its own name or in the name of the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, when the Master Servicer believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to the Mortgage Loans, and with respect to the Mortgaged Properties held for the benefit of the Certificateholders. The Master Servicer shall prepare and deliver to the Depositor and/or the Trustee such documents requiring execution and delivery by any or all of them as are necessary or appropriate to enable the Master Servicer to service and administer the Mortgage Loans. Upon receipt of such documents, the Depositor and/or the Trustee shall execute such documents and deliver them to the Master Servicer. The Master Servicer further is authorized and empowered by the Trustee, on behalf of the Certificateholders and the Trustee, in its own name or in the name of the Subservicer, when the Master Servicer or the Subservicer, as the case may be, believes it appropriate in its best judgment to register any Mortgage Loan on the MERS® MERS(R) System, or cause the removal from the registration of any Mortgage Loan on the MERS® MERS(R) System, to execute and deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Trustee and its successors and assigns. In accordance with the standards of the preceding paragraph, the Master Servicer shall advance or cause to be advanced funds as necessary for the purpose of effecting the payment of taxes and assessments on the Mortgaged Properties, which advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.06, and further as provided in Section 3.08. All costs incurred by the Master Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balance under the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. The Master Servicer shall deliver a list of Servicing Officers to the Trustee by the Closing Date. In addition, the Master Servicer shall administer the Mortgage Insurance Policy on behalf of itself, the Sellers, the Depositor, and the Trustee for the benefit of the Certificateholders, when it is necessary to make claims and receive payments under the Mortgage Insurance Policy. In connection with its activities as Master Servicer of the Mortgage Loans, the Master Servicer agrees to present, on behalf of itself, the Trustee and the Certificateholders, claims to the insurer under any primary insurance policies and, in this regard, to take any reasonable action necessary to permit recovery under any primary insurance policies respecting defaulted Mortgage Loans. Any amounts collected by the Master Servicer under any primary insurance policies shall be deposited in the Certificate Account. The Master Servicer shall take whatever action is appropriate to maximize the amounts payable under the Mortgage Insurance Policy and to service the Covered Mortgage Loans in the manner required by the Mortgage Insurance Policy. The Master Servicer shall prepare and submit all claims eligible for submission under the Mortgage Insurance Policy and shall, except as otherwise specified in this Agreement, perform all of the obligations of the insured under the Mortgage Insurance Policy. If the Mortgage Insurance Policy is terminated for any reason other than the exhaustion of its coverage, or if the financial strength rating of the Mortgage Insurer is reduced to below investment grade, the Master Servicer will use its best efforts to obtain a comparable policy from an insurer that is acceptable to the Rating Agencies. The replacement policy shall provide coverage equal to the then remaining coverage of the applicable Mortgage Insurance Policy, if available. However, if the premium cost of a replacement policy exceeds the premium cost of the Mortgage Insurance Policy, the coverage amount of the replacement policy will be reduced so that its premium cost will not exceed the premium cost of the Mortgage Insurance Policy. In the event that a shortfall in any collection on or liability with respect to any Mortgage Loan results from or is attributable to adjustments to Mortgage Rates, Scheduled Payments or Stated Principal Balances that were made by the Master Servicer in a manner not consistent with the terms of the related Mortgage Note and this Agreement, the Master Servicer, upon discovery or receipt of notice thereof, immediately shall deliver to the Trustee for deposit in the Distribution Account from its own funds the amount of any such shortfall and shall indemnify and hold harmless the Trust Fund, the Trustee, the Depositor and any successor master servicer in respect of any such liability. Such indemnities shall survive the termination or discharge of this Agreement. Notwithstanding the foregoing, this Section 3.01 shall not limit the ability of the Master Servicer to seek recovery of any such amounts from the related Mortgagor under the terms of the related Mortgage Note, as permitted by law and shall not be an expense of the Trust.

Master Servicer to Service Mortgage Loans. For and on behalf of the Certificateholders, the Master Servicer shall service and administer the Mortgage Loans in accordance with customary and usual standards of practice of prudent mortgage loan lenders in the respective states in which the Mortgaged Properties are located, including taking all required and appropriate actions under each Required Insurance Policy and taking all required and appropriate actions under the Mortgage Insurance Policy on behalf of the Co-Trustee, other than the payment of the Mortgage Insurance Premium and obtaining the approval of the Mortgage Insurer with respect to the appointment of a successor servicer. In connection with such servicing and administration, the Master Servicer shall have full power and authority, acting alone and/or through subservicers as provided in Section 3.02 hereof, subject to the terms hereof (i) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds, other Liquidation Proceeds and Subsequent Recoveries, and (iv) subject to Section 3.12(b), to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that the Master Servicer shall take no action that is inconsistent with or prejudices the interests of the Trustee or the Certificateholders in any Mortgage Loan or the rights and interests of the Depositor and the Trustee under this Agreement. The Master Servicer shall represent and protect the interest of the Trustee in the same manner as it currently protects its own interest in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan and shall not make or permit any modification, waiver or amendment of any term of any Mortgage Loan which would (i) cause any REMIC formed hereunder to fail to qualify as a REMIC, (ii) result in the imposition of any tax under section 860(a) or 860(d) of the Code or (iii) cause any Covered Mortgage Loan to not be covered by the Mortgage Insurance Policy, but in any case the Master Servicer shall not act in any manner that is a lesser standard than that provided in the first sentence of this Section 3.01. Without limiting the generality of the foregoing, the Master Servicer, in its own name or in the name of the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, when the Master Servicer believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to the Mortgage Loans, and with respect to the Mortgaged Properties held for the benefit of the Certificateholders. The Master Servicer shall prepare and deliver to the Depositor and/or the Trustee such documents requiring execution and delivery by any or all of them as are necessary or appropriate to enable the Master Servicer to service and administer the Mortgage Loans. Upon receipt of such documents, the Depositor and/or the Trustee shall execute such documents and deliver them to the Master Servicer. The Master Servicer further is authorized and empowered by the Trustee, on behalf of the Certificateholders and the Trustee, in its own name or in the name of the Subservicer, when the Master Servicer or the Subservicer, as the case may be, believes it appropriate in its best judgment to register any Mortgage Loan on the MERS® MERS(R) System, or cause the removal from the registration of any Mortgage Loan on the MERS® MERS(R) System, to execute and deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Trustee and its successors and assigns. In accordance with the standards of the preceding paragraph, the Master Servicer shall advance or cause to be advanced funds as necessary for the purpose of effecting the payment of taxes and assessments on the Mortgaged Properties, which advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.06, and further as provided in Section 3.08. All costs incurred by the Master Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balance under the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. The Master Servicer shall deliver a list of Servicing Officers to the Trustee by the Closing Date. In addition, the Master Servicer shall administer the Mortgage Insurance Policy on behalf of itself, the Sellers, the Depositor, and the Trustee for the benefit of the Certificateholders, when it is necessary to make claims and receive payments under the Mortgage Insurance Policy. In connection with its activities as Master Servicer of the Mortgage Loans, the Master Servicer agrees to present, on behalf of itself, the Trustee and the Certificateholders, claims to the insurer under any primary insurance policies and, in this regard, to take any reasonable action necessary to permit recovery under any primary insurance policies respecting defaulted Mortgage Loans. Any amounts collected by the Master Servicer under any primary insurance policies shall be deposited in the Certificate Account. The Master Servicer shall take whatever action is appropriate to maximize the amounts payable under the Mortgage Insurance Policy and to service the Covered Mortgage Loans in the manner required by the Mortgage Insurance Policy. The Master Servicer shall prepare and submit all claims eligible for submission under the Mortgage Insurance Policy and shall, except as otherwise specified in this Agreement, perform all of the obligations of the insured under the Mortgage Insurance Policy. If the Mortgage Insurance Policy is terminated for any reason other than the exhaustion of its coverage, or if the financial strength rating of the Mortgage Insurer is reduced to below investment grade, the Master Servicer will use its best efforts to obtain a comparable policy from an insurer that is acceptable to the Rating Agencies. The replacement policy shall provide coverage equal to the then remaining coverage of the applicable Mortgage Insurance Policy, if available. However, if the premium cost of a replacement policy exceeds the premium cost of the Mortgage Insurance Policy, the coverage amount of the replacement policy will be reduced so that its premium cost will not exceed the premium cost of the Mortgage Insurance Policy. In the event that a shortfall in any collection on or liability with respect to any Mortgage Loan results from or is attributable to adjustments to Mortgage Rates, Scheduled Payments or Stated Principal Balances that were made by the Master Servicer in a manner not consistent with the terms of the related Mortgage Note and this Agreement, the Master Servicer, upon discovery or receipt of notice thereof, immediately shall deliver to the Trustee for deposit in the Distribution Account from its own funds the amount of any such shortfall and shall indemnify and hold harmless the Trust Fund, the Trustee, the Depositor and any successor master servicer in respect of any such liability. Such indemnities shall survive the termination or discharge of this Agreement. Notwithstanding the foregoing, this Section 3.01 shall not limit the ability of the Master Servicer to seek recovery of any such amounts from the related Mortgagor under the terms of the related Mortgage Note, as permitted by law and shall not be an expense of the Trust.to

Master Servicer to Service Mortgage Loans. For and on behalf of the Certificateholders, the The Master shall act as Master Servicer shall to service and administer the Mortgage Loans in accordance with customary and usual standards of practice of prudent mortgage loan lenders in the respective states in which the Mortgaged Properties are located, including taking all required and appropriate actions under each Required Insurance Policy and taking all required and appropriate actions under the Mortgage Insurance Policy on behalf of the Co-TrusteeTrust in accordance with the terms hereof, consistent with prudent mortgage loan servicing practices and (unless inconsistent with prudent mortgage loan servicing practices) in the same manner in which, and with the same care, skill, prudence and diligence with which, it services and administers similar mortgage loans for other than the payment of the Mortgage Insurance Premium portfolios, and obtaining the approval of the Mortgage Insurer with respect shall have full power and authority to the appointment of a successor servicer. In do or cause to be done any and all things in connection with such servicing and administrationadministration which a prudent servicer of mortgage loans would do under similar circumstances, including, without limitation, the power and authority to bring actions and defend the Trust Estate on behalf of the Trust in order to enforce the terms of the Mortgage Notes. The Master Servicer may perform its master servicing responsibilities through agents or independent contractors, including Servicers, but shall not thereby be released from any of its master servicing or servicing responsibilities hereunder and the Master Servicer shall have full power and authority, acting alone and/or through subservicers as provided in Section 3.02 hereof, subject to the terms hereof (i) to execute and deliver, on behalf diligently pursue all of the Certificateholders and the Trustee, customary consents its rights against such agents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds, other Liquidation Proceeds and Subsequent Recoveries, and (iv) subject to Section 3.12(b), to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that the Master Servicer shall take no action that is inconsistent with or prejudices the interests of the Trustee or the Certificateholders in any Mortgage Loan or the rights and interests of the Depositor and the Trustee under this Agreementindependent contractors. The Master Servicer shall represent make reasonable efforts to collect or cause to be collected all payments called for under the terms and protect the interest provisions of the Trustee Mortgage Loans and shall, to the extent such procedures shall be consistent with this Agreement and the terms and provisions of any Primary Mortgage Insurance Policy, any FHA insurance policy or VA guaranty, any hazard insurance policy, and federal flood insurance, cause to be followed such collection procedures as are followed with respect to mortgage loans comparable to the Mortgage Loans and held in portfolios of responsible mortgage lenders in the local areas where each Mortgaged Property is located. The Master Servicer shall enforce "due-on-sale" clauses with respect to the related Mortgage Loans, to the extent permitted by law, subject to the provisions set forth in Section 3.08. Consistent with the foregoing, the Master Servicer may, in accordance with prudent mortgage loan servicing practices, (i) waive or cause to be waived any assumption fee or late payment charge in connection with the prepayment of any Mortgage Loan and (ii) only upon determining that the coverage of any applicable insurance policy or guaranty related to a Mortgage Loan will not be materially adversely affected, arrange a schedule, running for no more than 180 days after the first delinquent Due Date, for payment of any delinquent installment on any Mortgage Note or for the liquidation of delinquent items. The Master Servicer shall have the right, but not the obligation, to purchase any Mortgage Loan delinquent 90 consecutive days or more for an amount equal to its Purchase Price; provided, however, that the aggregate Purchase Price of Mortgage Loans so purchased pursuant to this sentence shall not exceed one-half of one percent (0.50%) of the aggregate Stated Principal Balance, as of the Cut-Off Date, of all Mortgage Loans. For purposes of this paragraph, a Mortgage Loan is considered delinquent for 90 consecutive days if a Monthly Payment is not received by the first day of the third month following the month during which such payment was due. Consistent with the terms of this Section 3.01, the Master Servicer may waive, modify or vary any term of any Mortgage Loan or consent to the postponement of strict compliance with any such term or in any manner grant indulgence to any Mortgagor if it has determined, exercising its good faith business judgment in the same manner as it currently protects its own interest in mortgage loans in its own portfolio in any claimwould if it were the owner of the related Mortgage Loan, proceeding or litigation regarding a that the security for, and the timely and full collectability of, such Mortgage Loan and would not be adversely affected by such waiver, modification, postponement or indulgence; provided, however, that the Master Servicer shall not make or permit any modification, waiver or amendment of any term of modification with respect to any Mortgage Loan which that would (i) change the applicable Mortgage Interest Rate, defer (except as permitted in the preceding paragraph) or forgive the payment of any principal or interest, reduce the outstanding principal balance (except for actual payments of principal) or extend the final maturity date with respect to such Mortgage Loan, or (ii) be inconsistent with the terms of any applicable Primary Mortgage Insurance Policy, FHA insurance policy, VA guaranty, hazard insurance policy or federal flood insurance policy. Notwithstanding the foregoing, the Master Servicer shall not permit any modification with respect to any Mortgage Loan that would both constitute a sale or exchange of such Mortgage Loan within the meaning of Section 1001 of the Code (including any proposed, temporary or final regulations promulgated thereunder) (other than in connection with a proposed conveyance or assumption of such Mortgage Loan that is treated as a Principal Prepayment or in a default situation) and cause any the REMIC formed hereunder to fail to qualify as a REMIC, (ii) result in such under the imposition of any tax under section 860(a) or 860(d) of the Code or (iii) cause any Covered Mortgage Loan to not be covered by the Mortgage Insurance Policy, but in any case the Code. The Master Servicer shall not act be entitled to approve a request from a Mortgagor for a partial release of the related Mortgaged Property, the granting of an easement thereon in favor of another Person, any manner that is a lesser standard than that provided alteration or demolition of the related Mortgaged Property or other similar matters if it has determined, exercising its good faith business judgment in the first sentence of this Section 3.01. Without limiting same manner as it would if it were the generality owner of the foregoingrelated Mortgage Loan, that the Master Servicersecurity for, in its own name or in the name of the Depositor and the Trusteetimely and full collectability of, such Mortgage Loan would not be adversely affected thereby and that the Trust Estate would not fail to continue to qualify as a REMIC under the Code as a result thereof and that no tax on "prohibited transactions" or "contributions" after the startup day would be imposed on the REMIC as a result thereof. The Master Servicer is hereby authorized and empowered by the Depositor and the Trustee, when the Master Servicer believes it appropriate in its reasonable judgment, Trust to execute and deliver, deliver or cause to be executed and delivered on behalf of the TrusteeHolders of the Regular Certificates and the Class 1-A-R Certificate, and the Depositor, the Certificateholders Trust or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release release, discharge or discharge modification, assignments of Mortgages and endorsements of Mortgage Notes in connection with refinancings (in jurisdictions where such assignments are the customary and usual standard of practice of mortgage lenders) and all other comparable instruments, with respect to the Mortgage Loans, Loans and with respect to the Mortgaged Properties held for the benefit of the CertificateholdersProperties. The Master Servicer shall prepare is hereby further authorized and empowered by the Trust to execute and deliver or cause to be executed and delivered on behalf of the Holders of the Regular Certificates and the Residual Certificate and the Trust, or any of them, such instruments of assignment or other comparable instruments as the Master Servicer shall, in its sole judgment, deem appropriate in order to register any Mortgage Loan on the MERS system or to cause the removal of any Mortgage Loan from registration thereon. Any expenses incurred in connection with the actions described in the preceding sentence shall be borne by the Master Servicer with no right of reimbursement; provided, however, that any such expenses incurred as a result of any termination by MERS of the MERS system shall be reimbursable to the Depositor and/or Master Servicer. The Trustee on behalf of the Trustee such Trust shall execute and furnish to the Master Servicer, at the Master Servicer's direction, any powers of attorney and other documents requiring execution prepared by the Master Servicer and delivery determined by any or all of them as are the Master Servicer to be necessary or appropriate to enable the Master Servicer to service carry out its supervisory, servicing and administer the Mortgage Loans. Upon receipt of such documents, the Depositor and/or the Trustee shall execute such documents and deliver them to the Master Serviceradministrative duties under this Agreement. The Master Servicer further is authorized and empowered each Servicer shall obtain (to the extent generally commercially available) and maintain fidelity bond and errors and omissions coverage acceptable to FNMA or FHLMC with respect to their obligations under this Agreement and the applicable Servicing Contract, respectively. The Master Servicer or each Servicer, as applicable, shall establish escrow accounts for, or pay when due (by means of an advance), any tax liens in connection with the Mortgaged Properties that are not paid by the TrusteeMortgagors when due to the extent that any such payment would not constitute a Nonrecoverable Advance when made. In connection with the servicing and administering of each Mortgage Loan, the Master Servicer and any affiliate of the Master Servicer (i) may perform services such as appraisals, default management and (in the case of affiliates only) brokerage services that are not customarily provided by servicers of mortgage loans, and shall be entitled to reasonable compensation therefor and (ii) may, at its own discretion and on behalf of the Certificateholders and the TrusteeTrust, in its own name or obtain credit information in the name of the Subservicer, when the Master Servicer or the Subservicer, as the case may be, believes it appropriate in its best judgment to register any Mortgage Loan on the MERS® System, or cause the removal from the registration of any Mortgage Loan on the MERS® System, to execute and deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording form of a Mortgage in the name of MERS, solely as nominee for the Trustee and its successors and assigns. In accordance with the standards of the preceding paragraph, the Master Servicer shall advance or cause to be advanced funds as necessary for the purpose of effecting the payment of taxes and assessments on the Mortgaged Properties, which advances shall be reimbursable in the first instance "credit score" from related collections from the Mortgagors pursuant to Section 3.06, and further as provided in Section 3.08. All costs incurred by the Master Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balance under the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. The Master Servicer shall deliver a list of Servicing Officers to the Trustee by the Closing Date. In addition, the Master Servicer shall administer the Mortgage Insurance Policy on behalf of itself, the Sellers, the Depositor, and the Trustee for the benefit of the Certificateholders, when it is necessary to make claims and receive payments under the Mortgage Insurance Policy. In connection with its activities as Master Servicer of the Mortgage Loans, the Master Servicer agrees to present, on behalf of itself, the Trustee and the Certificateholders, claims to the insurer under any primary insurance policies and, in this regard, to take any reasonable action necessary to permit recovery under any primary insurance policies respecting defaulted Mortgage Loans. Any amounts collected by the Master Servicer under any primary insurance policies shall be deposited in the Certificate Account. The Master Servicer shall take whatever action is appropriate to maximize the amounts payable under the Mortgage Insurance Policy and to service the Covered Mortgage Loans in the manner required by the Mortgage Insurance Policy. The Master Servicer shall prepare and submit all claims eligible for submission under the Mortgage Insurance Policy and shall, except as otherwise specified in this Agreement, perform all of the obligations of the insured under the Mortgage Insurance Policy. If the Mortgage Insurance Policy is terminated for any reason other than the exhaustion of its coverage, or if the financial strength rating of the Mortgage Insurer is reduced to below investment grade, the Master Servicer will use its best efforts to obtain a comparable policy from an insurer that is acceptable to the Rating Agencies. The replacement policy shall provide coverage equal to the then remaining coverage of the applicable Mortgage Insurance Policy, if available. However, if the premium cost of a replacement policy exceeds the premium cost of the Mortgage Insurance Policy, the coverage amount of the replacement policy will be reduced so that its premium cost will not exceed the premium cost of the Mortgage Insurance Policy. In the event that a shortfall in any collection on or liability with respect to any Mortgage Loan results from or is attributable to adjustments to Mortgage Rates, Scheduled Payments or Stated Principal Balances that were made by the Master Servicer in a manner not consistent with the terms of the related Mortgage Note and this Agreement, the Master Servicer, upon discovery or receipt of notice thereof, immediately shall deliver to the Trustee for deposit in the Distribution Account from its own funds the amount of any such shortfall and shall indemnify and hold harmless the Trust Fund, the Trustee, the Depositor and any successor master servicer in respect of any such liability. Such indemnities shall survive the termination or discharge of this Agreement. Notwithstanding the foregoing, this Section 3.01 shall not limit the ability of the Master Servicer to seek recovery of any such amounts from the related Mortgagor under the terms of the related Mortgage Note, as permitted by law and shall not be an expense of the Trustcredit repository.

Master Servicer to Service Mortgage Loans. For and on behalf of the Certificateholders, the The Master ----------------------------------------- Servicer shall service and administer the Mortgage Loans in accordance with customary and usual standards of practice of prudent servicing procedures for residential mortgage loan lenders in the respective states in which the Mortgaged Properties are located, including taking all required loans and appropriate actions under each Required Insurance Policy and taking all required and appropriate actions under the Mortgage Insurance Policy on behalf of the Co-Trustee, other than the payment of the Mortgage Insurance Premium and obtaining the approval of the Mortgage Insurer with respect to the appointment of a successor servicer. In connection with such servicing and administration, the Master Servicer shall have full power and authority, acting alone and/or or through subservicers Sub-Servicers as provided in Section 3.02 hereof, subject to the terms hereof (i) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds, other Liquidation Proceeds and Subsequent Recoveries, and (iv) subject to Section 3.12(b)5.02, to effectuate foreclosure do any and all things which it may deem necessary or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that the Master Servicer shall take no action that is inconsistent desirable in connection with or prejudices the interests of the Trustee or the Certificateholders in any Mortgage Loan or the rights such servicing and interests of the Depositor and the Trustee under this Agreement. The Master Servicer shall represent and protect the interest of the Trustee in the same manner as it currently protects its own interest in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan and shall not make or permit any modification, waiver or amendment of any term of any Mortgage Loan which would (i) cause any REMIC formed hereunder to fail to qualify as a REMIC, (ii) result in the imposition of any tax under section 860(a) or 860(d) of the Code or (iii) cause any Covered Mortgage Loan to not be covered by the Mortgage Insurance Policy, but in any case the Master Servicer shall not act in any manner that is a lesser standard than that provided in the first sentence of this Section 3.01administration. Without limiting the generality of the foregoing, the Master Servicer, Servicer in its own name or in the name of the Depositor and the Trustee, a Sub-Servicer is hereby authorized and empowered by the Depositor and the Trustee, Trustee when the Master Servicer or the Sub-Servicer, as the case may be, believes it appropriate in its reasonable best judgment, to execute and deliver, on behalf of the Certificateholders, the Trustee, the Depositor, Certificate Insurer and the Certificateholders Surety or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to the Mortgage Loans, Loans and with respect to the Mortgaged Properties held for Properties. At the benefit written request of the Certificateholders. The Master Servicer shall prepare and deliver to the Depositor and/or Servicer, the Trustee such shall execute any limited powers of attorney and other documents requiring execution and delivery by any or all of them as are necessary or appropriate to enable the Master Servicer to service and administer the Mortgage Loans. Upon receipt of such documents, the Depositor and/or Loans and the Trustee shall execute such documents and deliver them to not be liable for the Master Servicer. The Master Servicer further is authorized 's or any Sub-Servicer's application thereof and empowered shall be indemnified by the Trustee, on behalf of the Certificateholders and the Trustee, in its own name or in the name of the Subservicer, when the Master Servicer or for its use of such powers of attorney. In connection with the Subservicer, as the case may be, believes it appropriate in its best judgment to register any Mortgage Loan on the MERS® System, or cause the removal from the registration of any Mortgage Loan on the MERS® System, to execute servicing and deliver, on behalf administration of the Trustee and the Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Trustee and its successors and assigns. In accordance with the standards of the preceding paragraphLoans, the Master Servicer may at the request of a Mortgagor or at its own initiative agree to modify the Mortgage Note or Mortgage relating to the Mortgage Loan of such Mortgagor or, subject to the provisions of this Agreement, waive compliance by the Mortgagor with any provision of such Mortgage Note or Mortgage, provided, however, that any such modification or waiver shall advance not (i) extend the scheduled maturity date of, modify the Mortgage Rate payable under (except as required by law or cause as contemplated by the Mortgage Note), or constitute a cancellation or discharge of the outstanding principal balance of, such Mortgage Loan, (ii) be inconsistent with the Master Servicer's then current practice respecting comparable mortgage loans held in its own portfolio, or (iii) materially and adversely affect the security afforded by the Mortgaged Property (any modification, waiver or change of the nature described in Section 5.07 being deemed not to violate clause (i) or clause (iii) above). The foregoing clauses (i) and (iii) in the preceding paragraph are subject to the proviso that the Master Servicer may agree to changes to the terms of a Mortgage Note or Mortgage which would otherwise be advanced funds violative thereof if (i) the Master Servicer has determined that such changes are necessary to avoid prepayment of the related Mortgage Loan or to accommodate the request of a Mortgagor to extend the scheduled maturity date of the related Mortgage Loan beyond the period of the original term to maturity and such changes are consistent with prudent business practice as necessary evidenced by a certificate signed by a Servicing Officer to such effect, (ii) the Master Servicer shall purchase the related Mortgage Loan for the purpose Purchase Price on the Determination Date immediately following the Due Period during which such changes were made and deposit such Purchase Price in the Certificate Account on or prior to such Determination Date and (iii) such changes and subsequent purchase will not affect the status of the Trust Fund as a REMIC as evidenced by an Opinion of Counsel (provided at the expense of the Master Servicer) to such effect delivered to the Trustee; provided, however, that the purchase of the related Mortgage Loan pursuant to the foregoing clause (ii) shall occur on the second Business Day following the date on which such changes were made if the short-term credit rating of the Merrill Lynch & Co. Inc. (xx xxx xxxxxssor interest) is downgraded below A-1/P-1. Any such repurchase shall be accomplished in the same manner and subject to the same conditions set forth in Section 2.02. Upon making any such repurchase the Servicer shall be entitled to receive an instrument of assignment or transfer from the Trustee to the same extent as set forth in Section 2.02. Nothing herein shall be deemed to constitute a joint venture or partnership between the Master Servicer and the Trustee. All Servicing Advances made by the Master Servicer in effecting the timely payment of taxes and assessments on the Mortgaged Properties, which advances shall be reimbursable in properties subject to the first instance from related collections from the Mortgagors pursuant to Section 3.06, and further as provided in Section 3.08. All costs incurred by the Master Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums Mortgage Loans shall not, for the purpose of calculating monthly distributions to the CertificateholdersCertificate-holders, be added to the Stated Principal Balance amount owing under the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans Loan so permit. The Master Servicer shall deliver a list of Servicing Officers to the Trustee by the Closing Date. In addition, the Master Servicer shall administer the Mortgage Insurance Policy on behalf of itself, the Sellers, the Depositor, and the Trustee for the benefit of the Certificateholders, when it is necessary to make claims and receive payments under the Mortgage Insurance Policy. In connection with its activities as Master Servicer of the Mortgage Loans, the Master Servicer agrees to present, on behalf of itself, the Trustee and the Certificateholders, claims to the insurer under any primary insurance policies and, in this regard, to take any reasonable action necessary to permit recovery under any primary insurance policies respecting defaulted Mortgage Loans. Any amounts collected such Servicing Advances shall be recoverable by the Master Servicer under any primary insurance policies shall be deposited in the Certificate Account. The Master Servicer shall take whatever action is appropriate to maximize the amounts payable under the Mortgage Insurance Policy and to service the Covered Mortgage Loans in the manner required by the Mortgage Insurance Policy. The Master Servicer shall prepare and submit all claims eligible for submission under the Mortgage Insurance Policy and shall, except as otherwise specified in this Agreement, perform all of the obligations of the insured under the Mortgage Insurance Policy. If the Mortgage Insurance Policy is terminated for any reason other than the exhaustion of its coverage, or if the financial strength rating of the Mortgage Insurer is reduced to below investment grade, the Master Servicer will use its best efforts to obtain a comparable policy from an insurer that is acceptable to the Rating Agencies. The replacement policy shall provide coverage equal to the then remaining coverage of the applicable Mortgage Insurance Policy, if available. However, if the premium cost of a replacement policy exceeds the premium cost of the Mortgage Insurance Policy, the coverage amount of the replacement policy will be reduced so that its premium cost will not exceed the premium cost of the Mortgage Insurance Policy. In the event that a shortfall in any collection on or liability with respect to any Mortgage Loan results from or is attributable to adjustments to Mortgage Rates, Scheduled Payments or Stated Principal Balances that were made by the Master Servicer in a manner not consistent with the terms of the related Mortgage Note and this Agreement, the Master Servicer, upon discovery or receipt of notice thereof, immediately shall deliver to the Trustee for deposit in the Distribution Account from its own funds the amount of any such shortfall and shall indemnify and hold harmless the Trust Fund, the Trustee, the Depositor and any successor master servicer in respect of any such liability. Such indemnities shall survive the termination or discharge of this Agreement. Notwithstanding the foregoing, this Section 3.01 shall not limit the ability of the Master Servicer to seek recovery of any such amounts from the related Mortgagor under the terms of the related Mortgage Note, as extent permitted by law Sections 5.09 and shall not be an expense of the Trust5.23.

Master Servicer to Service Mortgage Loans. For and on behalf of the Certificateholders, the Master Servicer shall service and administer the Mortgage Loans in accordance with customary and usual standards of practice of prudent mortgage loan lenders in the respective states in which the Mortgaged Properties are located, including taking all required and appropriate actions under each Required Insurance Policy and taking all required and appropriate actions under the Mortgage Insurance Policy on behalf of the Co-Trustee, other than the payment of the each Mortgage Insurance Premium and obtaining the approval of the Mortgage Insurer with respect to the appointment of a successor servicer. In connection with such servicing and administration, the Master Servicer shall have full power and authority, acting alone and/or through subservicers as provided in Section 3.02 hereof, subject to the terms hereof (i) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds, other Liquidation Proceeds and Subsequent Recoveries, and (iv) subject to Section 3.12(b), to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that the Master Servicer shall take no action that is inconsistent with or prejudices the interests of the Trustee or the Certificateholders in any Mortgage Loan or the rights and interests of the Depositor and the Trustee under this Agreement. The Master Servicer shall represent and protect the interest of the Trustee in the same manner as it currently protects its own interest in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan and shall not make or permit any modification, waiver or amendment of any term of any Mortgage Loan which would (i) cause any REMIC formed hereunder to fail to qualify as a REMIC, (ii) result in the imposition of any tax under section 860(a) or 860(d) of the Code or (iii) cause any Covered Mortgage Loan to not be covered by the Mortgage Insurance Policy, but in any case the Master Servicer shall not act in any manner that is a lesser standard than that provided in the first sentence of this Section 3.01. Without limiting the generality of the foregoing, the Master Servicer, in its own name or in the name of the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, when the Master Servicer believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to the Mortgage Loans, and with respect to the Mortgaged Properties held for the benefit of the Certificateholders. The Master Servicer shall prepare and deliver to the Depositor and/or the Trustee such documents requiring execution and delivery by any or all of them as are necessary or appropriate to enable the Master Servicer to service and administer the Mortgage Loans. Upon receipt of such documents, the Depositor and/or the Trustee shall execute such documents and deliver them to the Master Servicer. The Master Servicer further is authorized and empowered by the Trustee, on behalf of the Certificateholders and the Trustee, in its own name or in the name of the Subservicer, when the Master Servicer or the Subservicer, as the case may be, believes it appropriate in its best judgment to register any Mortgage Loan on the MERS® System, or cause the removal from the registration of any Mortgage Loan on the MERS® System, to execute and deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Trustee and its successors and assigns. In accordance with the standards of the preceding paragraph, the Master Servicer shall advance or cause to be advanced funds as necessary for the purpose of effecting the payment of taxes and assessments on the Mortgaged Properties, which advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.06, and further as provided in Section 3.08. All costs incurred by the Master Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balance under the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. The Master Servicer shall deliver a list of Servicing Officers to the Trustee by the Closing Date. In addition, the Master Servicer shall administer the Mortgage Insurance Policy on behalf of itself, the Sellers, the Depositor, Depositor and the Trustee for the benefit of the Certificateholders, when it is necessary to make claims and receive payments under the Mortgage Insurance Policy. In connection with its activities as Master Servicer of the Mortgage Loans, the Master Servicer agrees to present, on behalf of itself, the Trustee and the Certificateholders, claims to the insurer under any primary insurance policies and, in this regard, to take any reasonable action necessary to permit recovery under any primary insurance policies respecting defaulted Mortgage Loans. Any amounts collected by the Master Servicer under any primary insurance policies shall be deposited in the Certificate Account. The Master Servicer shall take whatever action is appropriate to maximize the amounts payable under the Mortgage Insurance Policy and to service the Covered Mortgage Loans in the manner required by the Mortgage Insurance Policy. The Master Servicer shall prepare and submit all claims eligible for submission under the Mortgage Insurance Policy and shall, except as otherwise specified in this Agreement, perform all of the obligations of the insured under the Mortgage Insurance Policy. If the Mortgage Insurance Policy is terminated for any reason other than the exhaustion of its coverage, or if the financial strength rating of the Mortgage Insurer is reduced to below investment grade, the Master Servicer will use its best efforts to obtain a comparable policy from an insurer that is acceptable to the Rating Agencies. The replacement policy policy, if available, shall provide coverage equal to the then remaining coverage of the applicable Mortgage Insurance Policy, if available. However, if the premium cost of a replacement policy exceeds the premium cost of the Mortgage Insurance Policy, the coverage amount of the replacement policy will be reduced so that its premium cost will not exceed the premium cost of the Mortgage Insurance Policy. In the event that a shortfall in any collection on or liability with respect to any Mortgage Loan results from or is attributable to adjustments to Mortgage Rates, Scheduled Payments or Stated Principal Balances that were made by the Master Servicer in a manner not consistent with the terms of the related Mortgage Note and this Agreement, the Master Servicer, upon discovery or receipt of notice thereof, immediately shall deliver to the Trustee for deposit in the Distribution Account from its own funds the amount of any such shortfall and shall indemnify and hold harmless the Trust Fund, the Trustee, the Depositor and any successor master servicer in respect of any such liability. Such indemnities shall survive the termination or discharge of this Agreement. Notwithstanding the foregoing, this Section 3.01 shall not limit the ability of the Master Servicer to seek recovery of any such amounts from the related Mortgagor under the terms of the related Mortgage Note, as permitted by law and shall not be an expense of the Trust.

Master Servicer to Service Mortgage Loans. For and on behalf of the Certificateholders, the Master Servicer shall service and administer the Mortgage Loans in accordance with customary and usual standards of practice of prudent mortgage loan lenders in the respective states in which the Mortgaged Properties are located, including taking all required and appropriate actions under each Required Insurance Policy and taking all required and appropriate actions under the Mortgage Insurance Policy on behalf of the Co-Trustee, other than the payment of the Mortgage Insurance Premium and obtaining the approval of the related Mortgage Insurer with respect to the appointment of a successor servicer. In connection with such servicing and administration, the Master Servicer shall have full power and authority, acting alone and/or through subservicers as provided in Section 3.02 hereof, subject to the terms hereof (i) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds, Proceeds and other Liquidation Proceeds and Subsequent RecoveriesProceeds, and (iv) subject to Section 3.12(b3.12(a), to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that the Master Servicer shall take no action that is inconsistent with or prejudices the interests of the Trustee or the Certificateholders in any Mortgage Loan or the rights and interests of the Depositor and the Trustee under this Agreement. The Master Servicer shall represent and protect the interest of the Trustee in the same manner as it currently protects its own interest in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan and shall not make or permit any modification, waiver or amendment of any term of any Mortgage Loan which would (i) cause any REMIC formed hereunder to fail to qualify as a REMIC, (ii) result in the imposition of any tax under section 860(a) or 860(d) of the Code or (iii) cause any Covered Mortgage Loan to not be covered by the Mortgage Insurance PolicyPolicy unless the Loan-to-Value Ratio is less than 65%, but in any case the Master Servicer shall not act in any manner that is a lesser standard than that provided in the first sentence of this Section 3.01. Without limiting the generality of the foregoing, the Master Servicer, in its own name or in the name of the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, when the Master Servicer believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to the Mortgage Loans, and with respect to the Mortgaged Properties held for the benefit of the Certificateholders. The Master Servicer shall prepare and deliver to the Depositor and/or the Trustee such documents requiring execution and delivery by any or all of them as are necessary or appropriate to enable the Master Servicer to service and administer the Mortgage Loans. Upon receipt of such documents, the Depositor and/or the Trustee shall execute such documents and deliver them to the Master Servicer. The Master Servicer further is authorized and empowered by the Trustee, on behalf of the Certificateholders and the Trustee, in its own name or in the name of the Subservicer, when the Master Servicer or the Subservicer, as the case may be, believes it appropriate in its best judgment to register any Mortgage Loan on the MERS® MERS(R) System, or cause the removal from the registration of any Mortgage Loan on the MERS® MERS(R) System, to execute and deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Trustee and its successors and assigns. In accordance with the standards of the preceding paragraph, the Master Servicer shall advance or cause to be advanced funds as necessary for the purpose of effecting the payment of taxes and assessments on the Mortgaged Properties, which advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.06, and further as provided in Section 3.08. All costs incurred by the Master Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balance under the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. The Master Servicer shall deliver a list of Servicing Officers to the Trustee by the Closing Date. In addition, the Master Servicer shall administer the Mortgage Insurance Policy on behalf of itself, the SellersSeller, the Depositor, and the Trustee for the benefit of the Certificateholders, when it is necessary to make claims and receive payments under the each Mortgage Insurance Policy. In connection with its activities as Master Servicer of the Mortgage Loans, the Master Servicer agrees to present, on behalf of itself, the Trustee and the Certificateholders, claims to the insurer under any primary insurance policies and, in this regard, to take any reasonable action necessary to permit recovery under any primary insurance policies respecting defaulted Mortgage Loans. Any amounts collected by the Master Servicer under any primary insurance policies shall be deposited in the Certificate Account. The Master Servicer shall take whatever action is appropriate to maximize the amounts payable under the Mortgage Insurance Policy and to service the Covered Mortgage Loans in the manner required by the Mortgage Insurance Policy. The Master Servicer shall prepare and submit all claims eligible for submission under the Mortgage Insurance Policy Policies and shall, except as otherwise specified in this Agreement, shall perform all of the obligations of the insured under the Mortgage Insurance PolicyPolicies. If the Mortgage Insurance Policy is terminated for any reason other than the exhaustion of its coverage, or if the financial strength rating of the Mortgage Insurer its issuer is reduced to below investment grade, the Master Servicer will use its best efforts to obtain a comparable policy from an insurer that is acceptable to the Rating Agencies. The replacement policy shall will provide coverage equal to the then remaining coverage of the applicable Mortgage Insurance Policy, if available. However, if the premium cost of a replacement policy exceeds the premium cost of the Mortgage Insurance Policy, the coverage amount of the replacement policy will be reduced so that its premium cost will not exceed the premium cost of the Mortgage Insurance Policy. In the event that a shortfall in any collection on or liability with respect to any Mortgage Loan results from or is attributable to adjustments to Mortgage Rates, Scheduled Monthly Payments or Stated Principal Balances that were made by the Master Servicer in a manner not consistent with the terms of the related Mortgage Note and this Agreement, the Master Servicer, upon discovery or receipt of notice thereof, immediately shall deliver to the Trustee for deposit in the Distribution Account from its own funds the amount of any such shortfall and shall indemnify and hold harmless the Trust Fund, the Trustee, the Depositor Depositor, the Guarantor and any successor master servicer in respect of any such liability; provided, that in the case of the Guarantor such indemnity shall only apply with respect to Group 1 Mortgage Loans and Group 2 Mortgage Loans. Such indemnities shall survive the termination or discharge of this Agreement. Notwithstanding the foregoing, this Section 3.01 shall not limit the ability of the Master Servicer to seek recovery of any such amounts from the related Mortgagor under the terms of the related Mortgage Note, as permitted by law and shall not be an expense of the Trust.

Master Servicer to Service Mortgage Loans. For and on behalf of the Certificateholders, the Master Servicer shall service and administer the Mortgage Loans in accordance with customary the terms of this Agreement and shall follow such practices and procedures as it shall deem necessary or advisable and as shall be normal and usual standards of practice of prudent in its general mortgage loan lenders in the respective states in which the Mortgaged Properties are located, including taking all required and appropriate actions under each Required Insurance Policy and taking all required and appropriate actions under the Mortgage Insurance Policy on behalf of the Co-Trustee, other than the payment of the Mortgage Insurance Premium and obtaining the approval of the Mortgage Insurer with respect to the appointment of a successor servicerservicing activities. In connection with such servicing and administration, the Master Servicer shall have full power and authority, acting alone and/or through subservicers Sub-Servicers as provided in Section 3.02 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, including but not limited to, the power and authority, subject to the terms hereof (i) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds, Proceeds and other Liquidation Proceeds and Subsequent RecoveriesProceeds, and (iv) subject to Section 3.12(b), to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that the Master Servicer shall not take no any action that is inconsistent with or prejudices the interests of the Trustee Trust Fund or the Certificateholders in any Mortgage Loan or the rights and interests of the Depositor Seller, the Trustee and the Trustee Certificateholders under this Agreement. The Master Servicer shall represent and protect the interest interests of the Trustee Trust Fund in the same manner as it currently protects its own interest interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan Loan, and shall not make or permit any modification, waiver or amendment of any term of any Mortgage Loan which would (i) cause any REMIC formed hereunder 1 or REMIC 2 to fail to qualify as a REMIC, (ii) REMIC or result in the imposition of any tax under section 860(aSection 860F(a) or 860(dSection 860G(d) of the Code Code. The Master Servicer further is hereby authorized and empowered in its own name or (iii) cause any Covered Mortgage Loan to not be covered by in the Mortgage Insurance Policyname of a Sub-Servicer, but in any case when the Master Servicer shall not act or the Sub-Servicer, as the case may be, believes it is appropriate in its best judgment to register any manner that is Mortgage Loan on the MERS(R) System, or cause the removal from the registration of any Mortgage Loan on the MERS(R) System, to execute and deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a lesser standard than that provided Mortgage in the first name of MERS, solely as nominee for the Trustee and its successors and assigns. Any expenses incurred in connection with the actions described in the preceding sentence shall be borne by the Master Servicer in accordance with Section 3.16, with no right of this Section 3.01reimbursement; provided, that if, as a result of MERS discontinuing or becoming unable to continue operations in connection with the MERS(R) System, it becomes necessary to remove any Mortgage Loan from registration on the MERS(R) System and to arrange for the assignment of the related Mortgages to the Trustee, then any related expenses shall be reimbursable to the Master Servicer from the Protected Accounts. Without limiting the generality of the foregoing, the Master Servicer, in its own name or in the name of the Depositor Seller and the Trustee, is hereby authorized and empowered by the Depositor Seller and the Trustee, when the Master Servicer believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the DepositorSeller, the Certificateholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to the Mortgage Loans, and with respect to the Mortgaged Properties held for the benefit of the Certificateholders. The Master Servicer shall prepare and deliver to the Depositor Seller and/or the Trustee such documents requiring execution and delivery by any either or all both of them as are necessary or appropriate to enable the Master Servicer to service and administer the Mortgage LoansLoans to the extent that the Master Servicer is not permitted to execute and deliver such documents pursuant to the preceding sentence. Upon receipt of such documents, the Depositor Seller and/or the Trustee shall execute such documents and deliver them to the Master Servicer. The Master Servicer further is authorized and empowered by the Trustee, on behalf of the Certificateholders and the Trustee, in its own name or in the name of the Subservicer, when the Master Servicer or the Subservicer, as the case may be, believes it appropriate in its best judgment to register any Mortgage Loan on the MERS® System, or cause the removal from the registration of any Mortgage Loan on the MERS® System, to execute and deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Trustee and its successors and assigns. In accordance with the standards of the preceding paragraph, the Master Servicer shall advance or cause to be advanced funds as necessary for the purpose of effecting the payment of taxes and assessments on the related Mortgaged Properties, which advances shall be reimbursable in the first instance from related collections from the related Mortgagors pursuant to Section 3.063.15, and further as provided in Section 3.084.03. All The costs incurred by the Master Servicer, if any, in effecting the timely payments of taxes and assessments on the related Mortgaged Properties and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balance under Balances of the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. The Master Servicer shall deliver a list follow such practices and procedures as it shall deem necessary or advisable and as shall be normal and usual in its general mortgage servicing activities to collect all payments called for under the terms and provisions of Servicing Officers the related Mortgage Loans to the Trustee by extent such procedures shall be consistent with this Agreement and the Closing terms and provisions of any related Insurance Policy. Consistent with the foregoing, the Master Servicer may in its discretion extend the due dates for payments due on a Mortgage Note for a period not greater than 180 days; provided, however, that the Master Servicer cannot extend the maturity of any such Mortgage Loan past the date on which the final payment is due on the latest maturing Mortgage Loan as of the Cut-off Date. In additionthe event of any such arrangement, the Master Servicer shall administer make Monthly Advances on the related Mortgage Insurance Policy on behalf Loan in accordance with the provisions of itself, Section 6.05 during the Sellers, scheduled period in accordance with the Depositor, and the Trustee for the benefit amortization schedule of the Certificateholders, when it is necessary to make claims and receive payments under the such Mortgage Insurance Policy. In connection with its activities as Master Servicer Loan without modification thereof by reason of the Mortgage Loans, the Master Servicer agrees to present, on behalf of itself, the Trustee and the Certificateholders, claims to the insurer under any primary insurance policies and, in this regard, to take any reasonable action necessary to permit recovery under any primary insurance policies respecting defaulted Mortgage Loans. Any amounts collected by the Master Servicer under any primary insurance policies shall be deposited in the Certificate Accountsuch arrangements. The Master Servicer shall take whatever action is appropriate not be required to maximize institute or join in litigation with respect to collection of any payment (whether under a Mortgage, Mortgage Note or otherwise or against any public or governmental authority with respect to a taking or condemnation) if it reasonably believes that enforcing the amounts payable under the Mortgage Insurance Policy and to service the Covered Mortgage Loans in the manner required by the Mortgage Insurance Policy. The Master Servicer shall prepare and submit all claims eligible for submission under the Mortgage Insurance Policy and shall, except as otherwise specified in this Agreement, perform all of the obligations of the insured under the Mortgage Insurance Policy. If the Mortgage Insurance Policy is terminated for any reason other than the exhaustion of its coverage, or if the financial strength rating provision of the Mortgage Insurer or other instrument pursuant to which such payment is reduced to below investment grade, the Master Servicer will use its best efforts to obtain a comparable policy from an insurer that required is acceptable to the Rating Agencies. The replacement policy shall provide coverage equal to the then remaining coverage of the prohibited by applicable Mortgage Insurance Policy, if available. However, if the premium cost of a replacement policy exceeds the premium cost of the Mortgage Insurance Policy, the coverage amount of the replacement policy will be reduced so that its premium cost will not exceed the premium cost of the Mortgage Insurance Policy. In the event that a shortfall in any collection on or liability with respect to any Mortgage Loan results from or is attributable to adjustments to Mortgage Rates, Scheduled Payments or Stated Principal Balances that were made by the Master Servicer in a manner not consistent with the terms of the related Mortgage Note and this Agreement, the Master Servicer, upon discovery or receipt of notice thereof, immediately shall deliver to the Trustee for deposit in the Distribution Account from its own funds the amount of any such shortfall and shall indemnify and hold harmless the Trust Fund, the Trustee, the Depositor and any successor master servicer in respect of any such liability. Such indemnities shall survive the termination or discharge of this Agreement. Notwithstanding the foregoing, this Section 3.01 shall not limit the ability of the Master Servicer to seek recovery of any such amounts from the related Mortgagor under the terms of the related Mortgage Note, as permitted by law and shall not be an expense of the Trustlaw.

Master Servicer to Service Mortgage Loans. For and on behalf of the Certificateholders, the Master Servicer shall service and administer the Mortgage Loans in accordance with customary and usual standards of practice of prudent mortgage loan lenders in the respective states in which the Mortgaged Properties are located, including taking all required and appropriate actions under each Required Insurance Policy and taking all required and appropriate actions under the Mortgage Insurance Policy on behalf of the Co-Trustee, other than the payment of the Mortgage Insurance Premium and obtaining the approval of the Mortgage Insurer with respect to the appointment of a successor servicer. In connection with such servicing and administration, the Master Servicer shall have full power and authority, acting alone and/or through subservicers as provided in Section 3.02 hereof, subject to the terms hereof (i) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds, Proceeds and other Liquidation Proceeds and Subsequent RecoveriesProceeds, and (iv) subject to Section 3.12(b3.12(a), to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that the Master Servicer shall take no action that is inconsistent with or prejudices the interests of the Trustee Trust Fund or the Certificateholders in any Mortgage Loan or the rights and interests of the Depositor and the Trustee under this Agreement. The Master Servicer shall represent and protect the interest of the Trustee Trust Fund in the same manner as it currently protects its own interest in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan and shall not make or permit any modification, waiver or amendment of any term of any Mortgage Loan which would (i) cause any REMIC formed hereunder the Trust Fund to fail to qualify as a REMIC, (ii) REMIC or result in the imposition of any tax under section Section 860(a) or 860(d) of the Code or (iii) cause any Covered Mortgage Loan to not be covered by the Mortgage Insurance PolicyCode, but in any case the Master Servicer shall not act in any manner that is a lesser standard than that provided in the first sentence of this Section 3.01. Without limiting the generality of the foregoing, the Master Servicer, in its own name or in the name of the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, when the Master Servicer believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to the Mortgage Loans, and with respect to the Mortgaged Properties held for the benefit of the Certificateholders. The Master Servicer shall prepare and deliver to the Depositor and/or the Trustee such documents requiring execution and delivery by any or all of them as are necessary or appropriate to enable the Master Servicer to service and administer the Mortgage Loans. Upon receipt of such documents, the Depositor and/or the Trustee shall execute such documents and deliver them to the Master Servicer. The Master Servicer further is authorized and empowered by the Trustee, on behalf of the Certificateholders and the Trustee, in its own name or in the name of the Subservicer, when the Master Servicer or the Subservicer, as the case may be, believes it appropriate in its best judgment to register any Mortgage Loan on the MERS® MERS(R) System, or cause the removal from the registration of any Mortgage Loan on the MERS® MERS(R) System, to execute and deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Trustee and its successors and assigns. In accordance with the standards of the preceding paragraph, the Master Servicer shall advance or cause to be advanced funds as necessary for the purpose of effecting the payment of taxes and assessments on the Mortgaged Properties, which advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.06, and further as provided in Section 3.08. All costs incurred by the Master Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balance under the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. The Master Servicer shall deliver a list of Servicing Officers to the Trustee by the Closing Date. In addition, the Master Servicer shall administer the Mortgage Insurance Policy Policies on behalf of itself, the SellersSeller, the Depositor, and the Trustee for the benefit of the Certificateholders, when it is necessary to make claims and receive payments under the Mortgage Insurance PolicyPolicies. In connection with its activities as Master Servicer of the Mortgage Loans, the Master Servicer agrees to present, on behalf of itself, the Trustee and the Certificateholders, claims to the insurer under any primary insurance policies and, in this regard, to take any reasonable action necessary to permit recovery under any primary insurance policies respecting defaulted Mortgage Loans. Any amounts collected by the Master Servicer under any primary insurance policies shall be deposited in the Certificate Account. The Master Servicer shall take whatever action is appropriate to maximize the amounts payable under the Mortgage Insurance Policy and to service the Covered Mortgage Loans in the manner required by the Mortgage Insurance Policy. The Master Servicer shall prepare and submit all claims eligible for submission under the Mortgage Insurance Policy and shall, except as otherwise specified in this Agreement, perform all of the obligations of the insured under the Mortgage Insurance Policy. If the Mortgage Insurance Policy is terminated for any reason other than the exhaustion of its coverage, or if the financial strength rating of the Mortgage Insurer is reduced to below investment grade, the Master Servicer will use its best efforts to obtain a comparable policy from an insurer that is acceptable to the Rating Agencies. The replacement policy shall provide coverage equal to the then remaining coverage of the applicable Mortgage Insurance Policy, if available. However, if the premium cost of a replacement policy exceeds the premium cost of the Mortgage Insurance Policy, the coverage amount of the replacement policy will be reduced so that its premium cost will not exceed the premium cost of the Mortgage Insurance Policy. In the event that a shortfall in any collection on or liability with respect to any Mortgage Loan results from or is attributable to adjustments to Mortgage Rates, Scheduled Payments or Stated Principal Balances that were made by the Master Servicer in a manner not consistent with the terms of the related Mortgage Note and this Agreement, the Master Servicer, upon discovery or receipt of notice thereof, immediately shall deliver to the Trustee for deposit in the Distribution Account from its own funds the amount of any such shortfall and shall indemnify and hold harmless the Trust Fund, the Trustee, the Depositor and any successor master servicer in respect of any such liability. Such indemnities shall survive the termination or discharge of this Agreement. Notwithstanding the foregoing, this Section 3.01 shall not limit the ability of the Master Servicer to seek recovery of any such amounts from the related Mortgagor under the terms of the related Mortgage Note, as permitted by law and shall not be an expense of the Trust.

Master Servicer to Service Mortgage Loans. For and on behalf of the Certificateholders, the Master Servicer shall service and administer the Mortgage Loans in accordance with customary and usual standards of practice of prudent mortgage loan lenders in the respective states in which the Mortgaged Properties are located, including taking all required and appropriate actions under each Required Insurance Policy and taking all required and appropriate actions under the Mortgage Insurance Policy on behalf of the Co-Trustee, other than the payment of the Mortgage Insurance Premium and obtaining the approval of the Mortgage Insurer with respect to the appointment of a successor servicer. In connection with such servicing and administration, the Master Servicer shall have full power and authority, acting alone and/or through subservicers as provided in Section 3.02 hereof, subject to the terms hereof (i) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds, other Liquidation Proceeds and Subsequent Recoveries, Recoveries and (iv) subject to Section 3.12(b), to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that the Master Servicer shall take no action that is inconsistent with or prejudices the interests of the Trustee or the Certificateholders in any Mortgage Loan or the rights and interests of the Depositor and the Trustee under this Agreement. The Master Servicer shall represent and protect the interest of the Trustee in the same manner as it currently protects its own interest in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan and shall not make or permit any modification, waiver or amendment of any term of any Mortgage Loan which would (i) cause any REMIC formed hereunder to fail to qualify as a REMIC, (ii) result in the imposition of any tax under section 860(a) or 860(d) of the Code or (iii) cause any Covered Mortgage Loan to not be covered by the Mortgage Insurance Policy, but in any case the Master Servicer shall not act in any manner that is a lesser standard than that provided in the first sentence of this Section 3.01. Without limiting the generality of the foregoing, the Master Servicer, in its own name or in the name of the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, when the Master Servicer believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to the Mortgage Loans, and with respect to the Mortgaged Properties held for the benefit of the Certificateholders. The Master Servicer shall prepare and deliver to the Depositor and/or the Trustee such documents requiring execution and delivery by any or all of them as are necessary or appropriate to enable the Master Servicer to service and administer the Mortgage Loans. Upon receipt of such documents, the Depositor and/or the Trustee shall execute such documents and deliver them to the Master Servicer. The Master Servicer further is authorized and empowered by the Trustee, on behalf of the Certificateholders and the Trustee, in its own name or in the name of the Subservicer, when the Master Servicer or the Subservicer, as the case may be, believes it appropriate in its best judgment to register any Mortgage Loan on the MERS® MERS(R) System, or cause the removal from the registration of any Mortgage Loan on the MERS® MERS(R) System, to execute and deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Trustee and its successors and assigns. In accordance with the standards of the preceding paragraph, the Master Servicer shall advance or cause to be advanced funds as necessary for the purpose of effecting the payment of taxes and assessments on the Mortgaged Properties, which advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.06, and further as provided in Section 3.08. All costs incurred by the Master Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balance under the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. The Master Servicer shall deliver a list of Servicing Officers to the Trustee by the Closing Date. In addition, the Master Servicer shall administer the Mortgage Insurance Policy on behalf of itself, the Sellers, the Depositor, and the Trustee for the benefit of the Certificateholders, when it is necessary to make claims and receive payments under the Mortgage Insurance Policy. In connection with its activities as Master Servicer of the Mortgage Loans, the Master Servicer agrees to present, on behalf of itself, the Trustee and the Certificateholders, claims to the insurer under any primary insurance policies and, in this regard, to take any reasonable action necessary to permit recovery under any primary insurance policies respecting defaulted Mortgage Loans. Any amounts collected by the Master Servicer under any primary insurance policies shall be deposited in the Certificate Account. The Master Servicer shall take whatever action is appropriate to maximize the amounts payable under the Mortgage Insurance Policy and to service the Covered Mortgage Loans in the manner required by the Mortgage Insurance Policy. The Master Servicer shall prepare and submit all claims eligible for submission under the Mortgage Insurance Policy Policies and shall, except as otherwise specified in this Agreement, shall perform all of the obligations of the insured under the Mortgage Insurance PolicyPolicies. If the Mortgage Insurance Policy is terminated for any reason other than the exhaustion of its coverage, or if the financial strength rating of the Mortgage Insurer its issuer is reduced to below investment grade, the Master Servicer will use its best efforts to obtain a comparable policy from an insurer that is acceptable to the Rating Agencies. The replacement policy shall will provide coverage equal to the then remaining coverage of the applicable Mortgage Insurance Policy, if available. However, if the premium cost of a replacement policy exceeds the premium cost of the Mortgage Insurance Policy, the coverage amount of the replacement policy will be reduced so that its premium cost will not exceed the premium cost of the Mortgage Insurance Policy. In the event that a shortfall in any collection on or liability with respect to any Mortgage Loan results from or is attributable to adjustments to Mortgage Rates, Scheduled Payments or Stated Principal Balances that were made by the Master Servicer in a manner not consistent with the terms of the related Mortgage Note and this Agreement, the Master Servicer, upon discovery or receipt of notice thereof, immediately shall deliver to the Trustee for deposit in the Distribution Account from its own funds the amount of any such shortfall and shall indemnify and hold harmless the Trust Fund, the Trustee, the Depositor and any successor master servicer in respect of any such liability. Such indemnities shall survive the termination or discharge of this Agreement. Notwithstanding the foregoing, this Section 3.01 shall not limit the ability of the Master Servicer to seek recovery of any such amounts from the related Mortgagor under the terms of the related Mortgage Note, as permitted by law and shall not be an expense of the Trust.

Master Servicer to Service Mortgage Loans. For and on behalf of the Certificateholders, the Master Servicer shall service and administer the Mortgage Loans in accordance with customary and usual standards of practice of prudent mortgage loan lenders in the respective states in which the Mortgaged Properties are located, including taking all required and appropriate actions under each Required Insurance Policy and taking all required and appropriate actions under the Mortgage Insurance Policy on behalf of the Co-Trustee, other than the payment of the Mortgage Insurance Premium and obtaining the approval of the Mortgage Insurer with respect to the appointment of a successor servicer. In connection with such servicing and administration, the Master Servicer shall have full power and authority, acting alone and/or through subservicers as provided in Section 3.02 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, including but not limited to, the power and authority, subject to the terms hereof (i) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers (other than a waiver of a Prepayment Charge) and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds, Proceeds and other Liquidation Proceeds and Subsequent RecoveriesProceeds, and (iv) subject to Section 3.12(b3.12(a), to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that the Master Servicer shall take no action that is inconsistent with or prejudices the interests of the Trustee Trust Fund or the Certificateholders in any Mortgage Loan or the rights and interests of the Depositor and the Trustee under this Agreement. The Master Servicer shall represent and protect the interest of the Trustee Trust Fund in the same manner as it currently protects its own interest in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan and shall not make or permit any modification, waiver or amendment of any term of any Mortgage Loan which would (i) cause any REMIC formed hereunder the Trust Fund to fail to qualify as a REMIC, (ii) REMIC or result in the imposition of any tax under section 860(a) or 860(d) of the Code or (iii) cause any Covered Mortgage Loan to not be covered by the Mortgage Insurance PolicyREMIC Provisions, but in any case the Master Servicer shall not act in any manner that is a lesser standard than that provided in the first sentence of this Section 3.01. Without limiting the generality of the foregoing, the Master Servicer, in its own name or in the name of the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, when the Master Servicer believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to the Mortgage Loans, and with respect to the Mortgaged Properties held for the benefit of the Certificateholders. The Master Servicer shall prepare and deliver to the Depositor and/or the Trustee such documents requiring execution and delivery by any or all of them as are necessary or appropriate to enable the Master Servicer to service and administer the Mortgage Loans. Upon receipt of such documents, the Depositor and/or the Trustee shall execute such documents and deliver them to the Master Servicer. The Master Servicer further is authorized and empowered by the Trustee, on behalf of the Certificateholders and the Trustee, in its own name or in the name of the Subservicer, when the Master Servicer or the Subservicer, as the case may be, believes it appropriate in its best judgment to register any Mortgage Loan on the MERS® System, or cause the removal from the registration of any Mortgage Loan on the MERS® System, to execute and deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Trustee and its successors and assigns. In accordance with the standards of the preceding paragraph, the Master Servicer shall advance or cause to be advanced funds as necessary for the purpose of effecting the payment of taxes and assessments on the Mortgaged Properties, which advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.06, and further as provided in Section 3.08. All costs incurred by the Master Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balance under the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. The Master Servicer shall deliver a list of Servicing Officers to the Trustee by the Closing Date. In addition, the Master Servicer shall administer the Mortgage Insurance Policy on behalf of itself, the Sellers, the Depositor, and the Trustee for the benefit of the Certificateholders, when it is necessary to make claims and receive payments under the Mortgage Insurance Policy. In connection with its activities as Master Servicer of the Mortgage Loans, the Master Servicer agrees to present, on behalf of itself, the Trustee and the Certificateholders, claims to the insurer under any primary insurance policies and, in this regard, to take any reasonable action necessary to permit recovery under any primary insurance policies respecting defaulted Mortgage Loans. Any amounts collected by the Master Servicer under any primary insurance policies shall be deposited in the Certificate Account. The Master Servicer shall take whatever action is appropriate to maximize the amounts payable under the Mortgage Insurance Policy and to service the Covered Mortgage Loans in the manner required by the Mortgage Insurance Policy. The Master Servicer shall prepare and submit all claims eligible for submission under the Mortgage Insurance Policy and shall, except as otherwise specified in this Agreement, perform all of the obligations of the insured under the Mortgage Insurance Policy. If the Mortgage Insurance Policy is terminated for any reason other than the exhaustion of its coverage, or if the financial strength rating of the Mortgage Insurer is reduced to below investment grade, the Master Servicer will use its best efforts to obtain a comparable policy from an insurer that is acceptable to the Rating Agencies. The replacement policy shall provide coverage equal to the then remaining coverage of the applicable Mortgage Insurance Policy, if available. However, if the premium cost of a replacement policy exceeds the premium cost of the Mortgage Insurance Policy, the coverage amount of the replacement policy will be reduced so that its premium cost will not exceed the premium cost of the Mortgage Insurance Policy. In the event that a shortfall in any collection on or liability with respect to any Mortgage Loan results from or is attributable to adjustments to Mortgage Rates, Scheduled Payments or Stated Principal Balances that were made by the Master Servicer in a manner not consistent with the terms of the related Mortgage Note and this Agreement, the Master Servicer, upon discovery or receipt of notice thereof, immediately shall deliver to the Trustee for deposit in the Distribution Account from its own funds the amount of any such shortfall and shall indemnify and hold harmless the Trust Fund, the Trustee, the Depositor and any successor master servicer in respect of any such liability. Such indemnities shall survive the termination or discharge of this Agreement. Notwithstanding the foregoing, this Section 3.01 shall not limit the ability of the Master Servicer to seek recovery of any such amounts from the related Mortgagor under the terms of the related Mortgage Note, as permitted by law and shall not be an expense of the Trust.