Common use of Mortgage Loan Clause in Contracts

Mortgage Loan. Except with the written permission of the Master Servicer, no modification, recast, extension, or capitalization of delinquent payments of a Mortgage Loan shall be permitted. Where applicable, the Servicer must satisfy all requirements under the applicable PMI Policy and/or any applicable LPMI Policy regarding the relief granted with respect to a delinquent Mortgage Loan, including, without limitation, securing the prior written consent of the respective Qualified Insurer regarding any change in any term of such Mortgage Loan, the release of the related Mortgagor from any liability related to such Mortgage Loan, or the release of any portion of, or interest in, the Mortgaged Property from the lien of the related Mortgage. In the event of any modification permitted hereunder which permits the deferral of interest or principal payments on any Mortgage Loan, the Servicer shall, on the Business Day immediately preceding the Remittance Date in any month in which any such principal or interest payment has been deferred, deposit in the Custodial Account from its own funds, in accordance with Section 5.03, the difference between (a) such month's principal and one month's interest at the Mortgage Loan Remittance Rate on the unpaid principal balance of such Mortgage Loan and (b) the amount paid by the Mortgagor. The Servicer shall be entitled to reimbursement for such advances to the same extent as for all other advances made pursuant to Section 5.03. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered, to execute and deliver on behalf of itself and the Owner, 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. If reasonably required by the Servicer, the Owner shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. Promptly after the execution of any assumption, modification, consolidation or extension of any Mortgage Loan, but in no event later than the Reporting Date in the month following the date of execution of such instrument, the Servicer shall forward to the Master Servicer copies of any documents evidencing such assumption, modification, consolidation or extension. In servicing and administering the Mortgage Loans, the Servicer shall employ procedures (including collection procedures) and exercise the same care that it customarily employs and exercises in servicing and administering mortgage loans for its own account, giving due consideration to Accepted Servicing Practices where such practices do not conflict with the requirements of this Agreement, and the Owner's reliance on the Servicer.

Mortgage Loan. Except The Seller shall promptly reimburse the Master Servicer and the Trustee for any expenses reasonably incurred by the Master Servicer or the Trustee in respect of enforcing the remedies for the breach. With respect to any Substitute Mortgage Loan or Loans, the Seller shall deliver to the Trustee for the benefit of the Certificateholders the Mortgage Note, the Mortgage, the related assignment of the Mortgage, and such other documents and agreements as are required by Section 2.01, with the written permission of Mortgage Note endorsed and the Master Servicer, no modification, recast, extension, or capitalization of delinquent payments of a Mortgage Loan shall assigned as required by Section 2.01. No substitution is permitted to be permittedmade in any calendar month after the Determination Date for such month. Where applicable, the Servicer must satisfy all requirements under the applicable PMI Policy and/or any applicable LPMI Policy regarding the relief granted Scheduled Payments due with respect to a delinquent Substitute Mortgage Loan, including, without limitation, securing Loans in the prior written consent month of substitution shall not be part of the respective Qualified Insurer regarding any change in any term Trust Fund and will be retained by the Seller on the next succeeding Distribution Date. For the month of such Mortgage Loansubstitution, distributions to Certificateholders will include the release of the related Mortgagor from any liability related to such Mortgage Loan, or the release of any portion of, or interest in, the Mortgaged Property from the lien of the related Mortgage. In the event of any modification permitted hereunder which permits the deferral of interest or principal payments monthly payment due on any Mortgage Loan, the Servicer shall, on the Business Day immediately preceding the Remittance Date in any month in which any such principal or interest payment has been deferred, deposit in the Custodial Account from its own funds, in accordance with Section 5.03, the difference between (a) such month's principal and one month's interest at the Deleted Mortgage Loan Remittance Rate on for such month and thereafter the unpaid principal balance of such Mortgage Loan and (b) the amount paid by the Mortgagor. The Servicer Seller shall be entitled to reimbursement retain all amounts received in respect of such Deleted Mortgage Loan. The Master Servicer shall amend the Mortgage Loan Schedule for such advances the benefit of the Certificateholders to reflect the removal of the Deleted Mortgage Loan and the substitution of the Substitute Mortgage Loans and the Master Servicer shall deliver the amended Mortgage Loan Schedule to the same extent Trustee. Upon the substitution, the Substitute Mortgage Loans shall be subject to this Agreement in all respects, and the Seller shall be deemed to have made with respect to the Substitute Mortgage Loans, as for all other advances of the date of substitution, the representations and warranties made pursuant to Section 5.03. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered, to execute and deliver on behalf of itself and the Owner, all instruments of satisfaction or cancellation, or of partial or full release, discharge and all other comparable instruments, 2.03(b) with respect to the Mortgage Loan. Upon any substitution and the deposit to the Certificate Account of the amount required to be deposited therein in connection with the substitution as described in the following paragraph, the Trustee shall release the Mortgage File held for the benefit of the Certificateholders relating to the Deleted Mortgage Loan to the Seller and shall execute and deliver at the Seller's direction such instruments of transfer or assignment prepared by the Seller, in each case without recourse, as shall be necessary to vest title in the Seller, or its designee, the Trustee's interest in any Deleted Mortgage Loan substituted for pursuant to this Section 2.03. For any month in which the Seller substitutes one or more Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the Master Servicer will determine the amount (if any) by which the aggregate principal balance of all such Substitute Mortgage Loans as of the date of substitution is less than the aggregate Stated Principal Balance of all such Deleted Mortgage Loans (after application of the scheduled principal portion of the monthly payments due in the month of substitution). The amount of such shortage (the "Substitution Adjustment Amount") plus, if the Seller is not the Master Servicer, an amount equal to the aggregate of any unreimbursed Advances and Servicer Advances with respect to such Deleted Mortgage Loans shall be deposited into the Mortgaged PropertiesCertificate Account by the Seller by the Distribution Account Deposit Date for the Distribution Date in the month succeeding the calendar month during which the related Mortgage Loan became required to be purchased or replaced hereunder. If reasonably required by the Servicer, the Owner shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. Promptly after the execution of any assumption, modification, consolidation or extension of any Seller repurchases a Mortgage Loan, but the Purchase Price therefor shall be deposited in no event later than the Reporting Certificate Account pursuant to Section 3.06 by the Distribution Account Deposit Date for the Distribution Date in the month following the date month during which the Seller became obligated hereunder to repurchase or replace the Mortgage Loan and upon such deposit of execution of such instrumentthe Purchase Price, the Servicer shall forward to delivery of the Master Servicer copies Opinion of any documents evidencing such assumption, modification, consolidation or extension. In servicing Counsel required by Section 2.05 and administering receipt of a Request for Release in the Mortgage Loansform of Exhibit N, the Servicer Trustee shall employ procedures (including collection procedures) and exercise release the same care that it customarily employs and exercises in servicing and administering mortgage loans related Mortgage File held for its own account, giving due consideration the benefit of the Certificateholders to Accepted Servicing Practices where such practices do not conflict with the requirements of this AgreementPerson, and the OwnerTrustee shall execute and deliver at such Person's reliance direction such instruments of transfer or assignment prepared by such Person, in each case without recourse, as shall be necessary to transfer title from the Trustee. The obligation under this Agreement of any Person to cure, repurchase, or replace any Mortgage Loan as to which a breach has occurred and is continuing shall constitute the sole remedy against the Person respecting the breach available to Certificateholders, the Depositor, or the Trustee on their behalf. The representations and warranties made pursuant to this Section 2.03 shall survive delivery of the Servicerrespective Mortgage Files to the Trustee for the benefit of the Certificateholders.

Mortgage Loan. Except The Seller shall promptly reimburse the Master Servicer and the Trustee for any expenses reasonably incurred by the Master Servicer or the Trustee in respect of enforcing the remedies for the breach. With respect to any Substitute Mortgage Loan or Loans, the Seller shall deliver to the Trustee for the benefit of the Certificateholders the Mortgage Note, the Mortgage, the related assignment of the Mortgage, and such other documents and agreements as are required by Section 2.01, with the written permission of Mortgage Note endorsed and the Master Servicer, no modification, recast, extension, or capitalization of delinquent payments of a Mortgage Loan shall assigned as required by Section 2.01. No substitution is permitted to be permittedmade in any calendar month after the Determination Date for such month. Where applicable, the Servicer must satisfy all requirements under the applicable PMI Policy and/or any applicable LPMI Policy regarding the relief granted Scheduled Payments due with respect to a delinquent Substitute Mortgage Loan, including, without limitation, securing Loans in the prior written consent month of substitution shall not be part of the respective Qualified Insurer regarding any change in any term Trust Fund and will be retained by the Seller on the next succeeding Distribution Date. For the month of such Mortgage Loansubstitution, distributions to Certificateholders will include the release of the related Mortgagor from any liability related to such Mortgage Loan, or the release of any portion of, or interest in, the Mortgaged Property from the lien of the related Mortgage. In the event of any modification permitted hereunder which permits the deferral of interest or principal payments monthly payment due on any Mortgage Loan, the Servicer shall, on the Business Day immediately preceding the Remittance Date in any month in which any such principal or interest payment has been deferred, deposit in the Custodial Account from its own funds, in accordance with Section 5.03, the difference between (a) such month's principal and one month's interest at the Deleted Mortgage Loan Remittance Rate on for such month and thereafter the unpaid principal balance of such Mortgage Loan and (b) the amount paid by the Mortgagor. The Servicer Seller shall be entitled to reimbursement retain all amounts received in respect of such Deleted Mortgage Loan. The Master Servicer shall amend the Mortgage Loan Schedule for such advances the benefit of the Certificateholders to reflect the removal of the Deleted Mortgage Loan and the substitution of the Substitute Mortgage Loans and the Master Servicer shall deliver the amended Mortgage Loan Schedule to the same extent Trustee. Upon the substitution, the Substitute Mortgage Loans shall be subject to this Agreement in all respects, and the Seller shall be deemed to have made with respect to the Substitute Mortgage Loans, as for all other advances of the date of substitution, the representations and warranties made pursuant to Section 5.03. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered, to execute and deliver on behalf of itself and the Owner, all instruments of satisfaction or cancellation, or of partial or full release, discharge and all other comparable instruments, 2.03(b) with respect to the Mortgage Loan. Upon any substitution and the deposit to the Certificate Account of the amount required to be deposited therein in connection with the substitution as described in the following paragraph, the Trustee shall release the Mortgage File held for the benefit of the Certificateholders relating to the Deleted Mortgage Loan to the Seller and shall execute and deliver at the Seller's direction such instruments of transfer or assignment prepared by the Seller, in each case without recourse, as shall be necessary to vest title in the Seller, or its designee, the Trustee's interest in any Deleted Mortgage Loan substituted for pursuant to this Section 2.03. For any month in which the Seller substitutes one or more Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the Master Servicer will determine the amount (if any) by which the aggregate principal balance of all such Substitute Mortgage Loans as of the date of substitution is less than the aggregate Stated Principal Balance of all such Deleted Mortgage Loans (after application of the scheduled principal portion of the monthly payments due in the month of substitution). The amount of such shortage and interest thereon (the "Substitution Adjustment Amount") plus, if the Seller is not the Master Servicer, an amount equal to the aggregate of any unreimbursed Advances and Servicer Advances with respect to such Deleted Mortgage Loans shall be deposited into the Mortgaged PropertiesCertificate Account by the Seller by the Distribution Account Deposit Date for the Distribution Date in the month succeeding the calendar month during which the related Mortgage Loan became required to be purchased or replaced hereunder. If reasonably required by the Servicer, the Owner shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. Promptly after the execution of any assumption, modification, consolidation or extension of any Seller repurchases a Mortgage Loan, but the Purchase Price therefor shall be deposited in no event later than the Reporting Certificate Account pursuant to Section 3.06 by the Distribution Account Deposit Date for the Distribution Date in the month following the date month during which the Seller became obligated hereunder to repurchase or replace the Mortgage Loan and upon such deposit of execution of such instrumentthe Purchase Price, the Servicer shall forward to delivery of the Master Servicer copies Opinion of any documents evidencing such assumption, modification, consolidation or extension. In servicing Counsel required by Section 2.05 and administering receipt of a Request for Release in the Mortgage Loansform of Exhibit N, the Servicer Trustee shall employ procedures (including collection procedures) and exercise release the same care that it customarily employs and exercises in servicing and administering mortgage loans related Mortgage File held for its own account, giving due consideration the benefit of the Certificateholders to Accepted Servicing Practices where such practices do not conflict with the requirements of this AgreementPerson, and the OwnerTrustee shall execute and deliver at such Person's reliance direction such instruments of transfer or assignment prepared by such Person, in each case without recourse, as shall be necessary to transfer title from the Trustee. The obligation under this Agreement of any Person to cure, repurchase, or replace any Mortgage Loan as to which a breach has occurred and is continuing shall constitute the sole remedy against the Person respecting the breach available to Certificateholders, the Depositor, or the Trustee on their behalf. The representations and warranties made pursuant to this Section 2.03 shall survive delivery of the Servicerrespective Mortgage Files to the Trustee for the benefit of the Certificateholders.

Mortgage Loan. Except with Notwithstanding anything herein to the written permission of the Master Servicercontrary, no modification, recast, extension, or capitalization of delinquent payments of a each Substitute Mortgage Loan shall be permitted. Where applicable, deemed to have the Servicer must satisfy all requirements under the applicable PMI Policy and/or any applicable LPMI Policy regarding the relief granted with respect to a delinquent Mortgage Loan, including, without limitation, securing the prior written consent of the respective Qualified Insurer regarding any change in any term of such Mortgage Loan, the release of the related Mortgagor from any liability related to such Mortgage Loan, or the release of any portion of, or interest in, the Mortgaged Property from the lien of the related Mortgage. In the event of any modification permitted hereunder which permits the deferral of interest or principal payments on any Mortgage Loan, the Servicer shall, on the Business Day immediately preceding the Remittance Date in any month in which any such principal or interest payment has been deferred, deposit in the Custodial Account from its own funds, in accordance with Section 5.03, the difference between (a) such month's principal and one month's interest at same Pass-Through Rate as the Mortgage Loan Remittance Rate on for which it was substituted. The Purchase Price for each purchased or repurchased Mortgage Loan shall be deposited by the unpaid principal balance Company in the Certificate Account and, upon receipt by the Trustee of written notification of such deposit signed by a Servicing Officer, the Trustee shall (or, if applicable, shall cause the Custodian to) release to the Company the related Mortgage File and shall execute and deliver (or, in the event that the Mortgage Files are held in the name of the Custodian, shall cause the Custodian to execute and deliver) on behalf of the Trust such instruments of transfer or assignment, in each case without recourse, as shall be necessary to vest in the Company or its designee or assignee title to any Mortgage Loan and (b) the amount paid by the Mortgagorreleased pursuant hereto. The Servicer shall be entitled to reimbursement for such advances to the same extent as for all other advances made pursuant to Section 5.03. Without limiting the generality In furtherance of the foregoing, if such Mortgage Loan is a MERS Loan and as a result of the repurchase thereof such Mortgage Loan shall cease to be serviced by a servicer that is a member of MERS or if the Company or its assignee shall so request, the Master Servicer shall continue, and is hereby authorized and empowered, cause MERS to execute and deliver on behalf an assignment of itself and the Owner, all instruments of satisfaction or cancellation, or of partial or full release, discharge and all other comparable instruments, with respect Mortgage in recordable form from MERS to the Company or its assignee and shall cause the Mortgage Loans Loan to be removed from registration on the MERS(R) System in accordance with MERS' rules and with respect procedures. The obligation of the Company to repurchase or substitute any Mortgage Loan as to which such a defect in a constituent document exists shall constitute the sole remedy respecting such defect available to the Mortgaged Properties. If reasonably required by Trust or the Servicer, Holders of the Owner shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. Promptly after the execution of any assumption, modification, consolidation or extension of any Mortgage Loan, but in no event later than the Reporting Date in the month following the date of execution of such instrument, the Servicer shall forward to the Master Servicer copies of any documents evidencing such assumption, modification, consolidation or extension. In servicing and administering the Mortgage Loans, the Servicer shall employ procedures (including collection procedures) and exercise the same care that it customarily employs and exercises in servicing and administering mortgage loans for its own account, giving due consideration to Accepted Servicing Practices where such practices do not conflict with the requirements of this Agreement, and the Owner's reliance on the ServicerCertificates.

Mortgage Loan. Except The Master Servicer shall not be required to institute or join in litigation with the written permission respect to collection of the Master Servicerany payment (whether under a Mortgage, no modification, recast, extension, Mortgage Note or capitalization of delinquent payments of a Mortgage Loan shall be permitted. Where applicable, the Servicer must satisfy all requirements under the applicable PMI Policy and/or otherwise or against any applicable LPMI Policy regarding the relief granted public or governmental authority with respect to a delinquent Mortgage Loan, including, without limitation, securing taking or condemnation) if it reasonably believes that enforcing the prior written consent provision of the respective Qualified Insurer regarding any change in any term Mortgage or other instrument pursuant to which such payment is required is prohibited by applicable law. (b) The Master Servicer shall establish and maintain a Certificate Account into which the Master Servicer shall deposit or cause to be deposited on a daily basis, within two Business Days of such Mortgage Loanreceipt, except as otherwise specifically provided herein, the release following payments and collections remitted by Subservicers or received by it in respect of Mortgage Loans subsequent to the Cut-off Date (other than in respect of principal and interest due on the Mortgage Loans on or before the Cut-off Date) and the following amounts required to be deposited hereunder: (i) all payments on account of principal on the Mortgage Loans, including Principal Prepayments; (ii) all payments on account of interest on the Mortgage Loans, net of the related Mortgagor from any liability related Master Servicing Fee; (iii) all Insurance Proceeds and Liquidation Proceeds, other than proceeds to such Mortgage Loan, be applied to the restoration or the release repair of any portion of, or interest in, the Mortgaged Property from or released to the lien of the related Mortgage. In the event of any modification permitted hereunder which permits the deferral of interest or principal payments on any Mortgage Loan, the Servicer shall, on the Business Day immediately preceding the Remittance Date in any month in which any such principal or interest payment has been deferred, deposit in the Custodial Account from its own funds, Mortgagor in accordance with Section 5.03, the difference between Master Servicer's normal servicing procedures; (aiv) such month's principal and one month's interest at the Mortgage Loan Remittance Rate on the unpaid principal balance of such Mortgage Loan and (b) the any amount paid required to be deposited by the MortgagorMaster Servicer pursuant to Section 3.05(d) in connection with any losses on Permitted Investments; (v) any amounts required to be deposited by the Master Servicer pursuant to Section 3.09(a), 3.09(b), and in respect of net monthly rental income from REO Property pursuant to Section 3.11 hereof; (vi) all Substitution Adjustment Amounts; (vii) all Advances made by the Master Servicer pursuant to Section 4.01; and (viii) any other amounts required to be deposited hereunder. The foregoing requirements for remittance by the Master Servicer shall be entitled to reimbursement for such advances to the same extent as for all other advances made pursuant to Section 5.03. Without exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of prepayment penalties, late payment charges or assumption fees, if collected, need not be remitted by the Master Servicer. In the event that the Master Servicer shall continueremit any amount not required to be remitted, it may at any time withdraw or direct the institution maintaining the Certificate Account to withdraw such amount from the Certificate Account, any provision herein to the contrary notwithstanding. Such withdrawal or direction may be accomplished by delivering written notice thereof to the Trustee or such other institution maintaining the Certificate Account which describes the amounts deposited in error in the Certificate Account. The Master Servicer shall maintain adequate records with respect to all withdrawals made pursuant to this Section. All funds deposited in the Certificate Account shall be held in trust for the Certificateholders until withdrawn in accordance with Section 3.08. (c) The Trustee shall establish and is hereby authorized and empoweredmaintain, to execute and deliver on behalf of itself the Certificateholders, the Distribution Account. The Trustee shall, promptly upon receipt, deposit in the Distribution Account and retain therein the following: (i) the aggregate amount remitted by the Master Servicer to the Trustee pursuant to Section 3.08(a)(ix); (ii) any amount deposited by the Master Servicer pursuant to Section 3.05(d) in connection with any losses on Permitted Investments; (iii) any Supplemental Interest received under the Cap Agreement; and (iv) any other amounts deposited hereunder which are required to be deposited in the Distribution Account. In the event that the Master Servicer shall remit any amount not required to be remitted, it may at any time direct the Trustee to withdraw such amount from the Distribution Account, any provision herein to the contrary notwithstanding. Such direction may be accomplished by delivering an Officer's Certificate to the Trustee which describes the amounts deposited in error in the Distribution Account. All funds deposited in the Distribution Account shall be held by the Trustee in trust for the Certificateholders until disbursed in accordance with this Agreement or withdrawn in accordance with Section 3.08. In no event shall the Trustee incur liability for withdrawals from the Distribution Account at the direction of the Master Servicer. (d) Each institution at which the Certificate Account is maintained shall invest the funds therein as directed in writing by the Master Servicer in Permitted Investments, which shall mature not later than the second Business Day next preceding the related Distribution Account Deposit Date (except that if such Permitted Investment is an obligation of the institution that maintains such account, then such Permitted Investment shall mature not later than the Business Day next preceding such Distribution Account Deposit Date) and, shall not be sold or disposed of prior to its maturity. All such Permitted Investments shall be made in the name of the Trustee, for the benefit of the Certificateholders. All income and gain net of any losses realized from any such investment of funds on deposit in the Certificate Account shall be for the benefit of the Master Servicer as servicing compensation and shall be remitted to it monthly as provided herein. The amount of any realized losses in the Certificate Account incurred in any such account in respect of any such investments shall promptly be deposited by the Master Servicer in the Certificate Account. (e) The Master Servicer shall give notice to the Trustee, the Seller, each Rating Agency and the Owner, all instruments Depositor of satisfaction or cancellation, or any proposed change of partial or full release, discharge and all other comparable instruments, with respect the location of the Certificate Account prior to any change thereof. The Trustee shall give notice to the Mortgage Loans and with respect to the Mortgaged Properties. If reasonably required by the Master Servicer, the Owner shall furnish Seller, each Rating Agency and the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. Promptly after the execution Depositor of any assumption, modification, consolidation or extension proposed change of the location of the Distribution Account prior to any Mortgage Loan, but in no event later than the Reporting Date in the month following the date of execution of such instrument, the Servicer shall forward to the Master Servicer copies of any documents evidencing such assumption, modification, consolidation or extension. In servicing and administering the Mortgage Loans, the Servicer shall employ procedures (including collection procedures) and exercise the same care that it customarily employs and exercises in servicing and administering mortgage loans for its own account, giving due consideration to Accepted Servicing Practices where such practices do not conflict with the requirements of this Agreement, and the Owner's reliance on the Servicerchange thereof.

Mortgage Loan. Except The Master Servicer shall not be required to institute or join in litigation with the written permission respect to collection of the Master Servicerany payment (whether under a Mortgage, no modification, recast, extension, Mortgage Note or capitalization of delinquent payments of a Mortgage Loan shall be permitted. Where applicable, the Servicer must satisfy all requirements under the applicable PMI Policy and/or otherwise or against any applicable LPMI Policy regarding the relief granted public or governmental authority with respect to a delinquent Mortgage Loan, including, without limitation, securing taking or condemnation) if it reasonably believes that enforcing the prior written consent provision of the respective Qualified Insurer regarding any change in any term Mortgage or other instrument pursuant to which such payment is required is prohibited by applicable law. (b) The Master Servicer shall establish and maintain a Certificate Account into which the Master Servicer shall deposit or cause to be deposited on a daily basis, within two Business Days of such Mortgage Loanreceipt, except as otherwise specifically provided herein, the release following payments and collections remitted by Subservicers or received by it in respect of Mortgage Loans subsequent to the Cut-off Date (other than in respect of principal and interest due on the Mortgage Loans on or before the Cut-off Date) and the following amounts required to be deposited hereunder: (i) all payments on account of principal on the Mortgage Loans, including Principal Prepayments; (ii) all payments on account of interest on the Mortgage Loans, net of the related Mortgagor from any liability related Master Servicing Fee; (iii) all Insurance Proceeds and Liquidation Proceeds, other than proceeds to such Mortgage Loan, be applied to the restoration or the release repair of any portion of, or interest in, the Mortgaged Property from or released to the lien of the related Mortgage. In the event of any modification permitted hereunder which permits the deferral of interest or principal payments on any Mortgage Loan, the Servicer shall, on the Business Day immediately preceding the Remittance Date in any month in which any such principal or interest payment has been deferred, deposit in the Custodial Account from its own funds, Mortgagor in accordance with Section 5.03, the difference between Master Servicer's normal servicing procedures; (aiv) such month's principal and one month's interest at the Mortgage Loan Remittance Rate on the unpaid principal balance of such Mortgage Loan and (b) the any amount paid required to be deposited by the MortgagorMaster Servicer pursuant to Section 3.05(d) in connection with any losses on Permitted Investments; (v) any amounts required to be deposited by the Master Servicer pursuant to Section 3.09(a), 3.09(b), and in respect of net monthly rental income from REO Property pursuant to Section 3.11 hereof; (vi) all Substitution Adjustment Amounts; (vii) all Advances made by the Master Servicer pursuant to Section 4.01; and (viii) any other amounts required to be deposited hereunder. The foregoing requirements for remittance by the Master Servicer shall be entitled to reimbursement for such advances to the same extent as for all other advances made pursuant to Section 5.03. Without exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of prepayment penalties, late payment charges or assumption fees, if collected, need not be remitted by the Master Servicer. In the event that the Master Servicer shall continueremit any amount not required to be remitted, it may at any time withdraw or direct the institution maintaining the Certificate Account to withdraw such amount from the Certificate Account, any provision herein to the contrary notwithstanding. Such withdrawal or direction may be accomplished by delivering written notice thereof to the Trustee or such other institution maintaining the Certificate Account which describes the amounts deposited in error in the Certificate Account. The Master Servicer shall maintain adequate records with respect to all withdrawals made pursuant to this Section. All funds deposited in the Certificate Account shall be held in trust for the Certificateholders until withdrawn in accordance with Section 3.08. (c) The Trustee shall establish and is hereby authorized and empoweredmaintain, to execute and deliver on behalf of itself and the Owner, 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. If reasonably required by the ServicerCertificateholders, the Owner shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this AgreementDistribution Account. Promptly after the execution of any assumptionThe Trustee shall, modificationpromptly upon receipt, consolidation or extension of any Mortgage Loan, but in no event later than the Reporting Date deposit in the month following Distribution Account and retain therein the date of execution of such instrument, the Servicer shall forward to the Master Servicer copies of any documents evidencing such assumption, modification, consolidation or extension. In servicing and administering the Mortgage Loans, the Servicer shall employ procedures (including collection procedures) and exercise the same care that it customarily employs and exercises in servicing and administering mortgage loans for its own account, giving due consideration to Accepted Servicing Practices where such practices do not conflict with the requirements of this Agreement, and the Owner's reliance on the Servicer.following:

Mortgage Loan. Except with Notwithstanding the written permission of immediately preceding two sentences, the Master Servicer, no modification, recast, extension, or capitalization 's right to purchase any Mortgage Loan pursuant to either of such preceding sentences shall be subject to the following additional conditions: (x) if the date on which the Mortgage Loan first became 90-day delinquent payments (the "Initial Delinquency Date") occurred during the first two calendar months of a Mortgage Loan shall be permitted. Where applicablecalendar quarter, the Master Servicer must satisfy all requirements under may exercise the applicable PMI Policy and/or any applicable LPMI Policy regarding purchase right during the relief granted period commencing on the Initial Delinquency Date and ending on the last Master Servicer Business Day of such calendar quarter, (y) if the Initial Delinquency Date occurred during the third calendar month of a calendar quarter, the Master Servicer may exercise the purchase right during the period commencing on the first day of the immediately succeeding calendar quarter and ending on the last Master Servicer Business Day of such succeeding calendar quarter and (z) if the Master Servicer does not exercise the purchase right with respect to a Mortgage Loan during the period specified in clause (x) or (y), as applicable, such Mortgage Loan shall thereafter again become eligible for purchase pursuant to the preceding two sentences only after the Mortgage Loan ceases to be 90-day delinquent and thereafter becomes 90-day delinquent again. For purposes of this paragraph, a Mortgage Loan is considered delinquent for 90 consecutive days if a Monthly Payment is not received by the first day of the third month following the month during which such payment was due. Consistent with the terms of this Section 3.01, the Master Servicer may waive, modify or vary any term of any Mortgage Loan or consent to the postponement of strict compliance with any such term or in any manner grant indulgence to any Mortgagor if it has determined, exercising its good faith business judgment in the same manner as it would if it were the owner of the related Mortgage Loan, includingthat the security for, without limitationand the timely and full collectability of, securing such Mortgage Loan would not be adversely affected by such waiver, modification, postponement or indulgence; provided, however, that (unless the prior written consent Mortgagor is in default with respect to the Mortgage Loan or in the reasonable judgment of the respective Qualified Insurer regarding Master Servicer such default is imminent) the Master Servicer shall not permit any modification with respect to any Mortgage Loan that would (i) change in the applicable Mortgage Interest Rate, defer or forgive the payment of any term principal or interest, reduce the outstanding principal balance (except for actual payments of such Mortgage Loan, principal) or extend the release of the related Mortgagor from any liability related final maturity date with respect to such Mortgage Loan, or (ii) be inconsistent with the release terms of any portion ofapplicable Primary Insurance Policy, FHA insurance policy, VA guaranty, hazard insurance policy or interest infederal flood insurance policy. Notwithstanding the foregoing, the Mortgaged Property from the lien of the related Mortgage. In the event of Master Servicer shall not permit any modification permitted hereunder which permits the deferral of interest or principal payments on with respect to any Mortgage Loan, the Servicer shall, on the Business Day immediately preceding the Remittance Date in any month in which any such principal Loan that would both constitute a sale or interest payment has been deferred, deposit in the Custodial Account from its own funds, in accordance with Section 5.03, the difference between (a) such month's principal and one month's interest at the Mortgage Loan Remittance Rate on the unpaid principal balance 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 (b) cause any REMIC to fail to qualify as such under the amount paid by the MortgagorCode. The Master Servicer shall be entitled to reimbursement approve a request from a Mortgagor for such advances to a partial release of the related Mortgaged Property, the granting of an easement thereon in favor of another Person, any alteration or demolition of the related Mortgaged Property or other similar matters if it has determined, exercising its good faith business judgment in the same extent manner as for all other advances made pursuant to Section 5.03. Without limiting it would if it were the generality owner of the foregoing, the Servicer shall continue, and is hereby authorized and empowered, to execute and deliver on behalf of itself and the Owner, 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. If reasonably required by the Servicer, the Owner shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. Promptly after the execution of any assumption, modification, consolidation or extension of any related Mortgage Loan, but in no event later than that the Reporting Date in the month following the date of execution of such instrument, the Servicer shall forward to the Master Servicer copies of any documents evidencing such assumption, modification, consolidation or extension. In servicing and administering the Mortgage Loans, the Servicer shall employ procedures (including collection procedures) and exercise the same care that it customarily employs and exercises in servicing and administering mortgage loans for its own account, giving due consideration to Accepted Servicing Practices where such practices do not conflict with the requirements of this Agreementsecurity for, and the Owner's reliance timely and full collectability of, such Mortgage Loan would not be adversely affected thereby and that the applicable trust fund would not fail to continue to qualify as a REMIC under the Code as a result thereof and that no tax on "prohibited transactions" or "contributions" after the Servicerstartup day would be imposed on any REMIC as a result thereof.

Mortgage Loan. Except The Trustee shall be under no duty or obligation to inspect, review or examine said documents, instruments, certificates or other papers to determine that the same are genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded in the real estate records or that they are other than what they purport to be on their face. On or about the thirtieth (30th) day after the Closing Date, the Trustee shall deliver to the Depositor, the Master Servicer and the Seller a Delay Delivery Certification with respect to the written permission Initial Mortgage Loans in the form annexed hereto as Exhibit G, with any applicable exceptions noted thereon. Not later than 90 days after the Closing Date, the Trustee shall deliver to the Depositor, the Master Servicer and the Seller a Final Certification with respect to the Initial Mortgage Loans in the form annexed hereto as Exhibit H, with any applicable exceptions noted thereon. If, in the course of such review, the Trustee finds any document constituting a part of a Mortgage File which does not meet the requirements of Section 2.01, the Trustee shall list such as an exception in the Final Certification; provided, however that the Trustee shall not make any determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest of the Master Servicerparty so endorsing, no modificationas noteholder or assignee thereof, recastin and to that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The Seller shall promptly correct or cure such defect within 90 days from the date it was so notified of such defect and, extensionif the Seller does not correct or cure such defect within such period, the Seller shall either (a) substitute for the related Mortgage Loan a Substitute Mortgage Loan, which substitution shall be accomplished in the manner and subject to the conditions set forth in Section 2.03, or capitalization (b) purchase such Mortgage Loan from the Trustee within 90 days from the date the Seller was notified of delinquent payments such defect in writing at the Purchase Price of such Mortgage Loan; provided, however, that in no event shall such substitution or purchase occur more than 540 days from the Closing Date, except that if the substitution or purchase of a Mortgage Loan shall be permitted. Where applicablepursuant to this provision is required by reason of a delay in delivery of any documents by the appropriate recording office, and there is a dispute between either the Master Servicer must satisfy all requirements under or the applicable PMI Policy and/or any applicable LPMI Policy regarding Seller and the relief granted with respect to a delinquent Mortgage Loan, including, without limitation, securing Trustee over the prior written consent location or status of the respective Qualified Insurer regarding any change in any term recorded document, then such substitution or purchase shall occur within 720 days from the Closing Date. The Trustee shall deliver written notice to each Rating Agency within 270 days from the Closing Date indicating each Mortgage Loan (a) which has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of such Mortgage Loan, the release of . Such notice shall be delivered every 90 days thereafter until the related Mortgagor from any liability related Mortgage Loan is returned to the Trustee. Any such Mortgage Loan, or the release of any portion of, or interest in, the Mortgaged Property from the lien of the related Mortgage. In the event of any modification permitted hereunder which permits the deferral of interest or principal payments on any Mortgage Loan, the Servicer shall, on the Business Day immediately preceding the Remittance Date in any month in which any such principal or interest payment has been deferred, deposit in the Custodial Account from its own funds, in accordance with Section 5.03, the difference between substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected prior to the delivery to the Trustee of the Opinion of Counsel required by Section 2.05 hereof, if any, and any substitution pursuant to (a) above shall not be effected prior to the additional delivery to the Trustee of a Request for Release substantially in the form of Exhibit N. No substitution is permitted to be made in any calendar month after the Determination Date for such month's principal and one month's interest at the Mortgage Loan Remittance Rate on the unpaid principal balance of . The Purchase Price for any such Mortgage Loan and (b) the amount paid shall be deposited by the Mortgagor. The Servicer shall be entitled to reimbursement for such advances Seller in the Certificate Account on or prior to the same extent as Distribution Account Deposit Date for all other advances made pursuant to Section 5.03. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered, to execute and deliver on behalf of itself and the Owner, 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. If reasonably required by the Servicer, the Owner shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. Promptly after the execution of any assumption, modification, consolidation or extension of any Mortgage Loan, but in no event later than the Reporting Distribution Date in the month following the date month of execution repurchase and, upon receipt of such instrumentdeposit and certification with respect thereto in the form of Exhibit N hereto, the Servicer Trustee shall forward release the related Mortgage File to the Seller and shall execute and deliver at the Seller's request such instruments of transfer or assignment prepared by the Seller, in each case without recourse, as shall be necessary to vest in the Seller, or a designee, the Trustee's interest in any Mortgage Loan released pursuant hereto. If pursuant to the foregoing provisions the Seller repurchases an Initial Mortgage Loan that is a MERS Mortgage Loan, the Master Servicer copies shall either (i) cause MERS to execute and deliver an assignment of any documents evidencing such assumption, modification, consolidation or extension. In servicing and administering the Mortgage Loans, in recordable form to transfer the Servicer Mortgage from MERS to the Seller and shall employ procedures (including collection procedures) and exercise the same care that it customarily employs and exercises in servicing and administering mortgage loans for its own account, giving due consideration cause such Mortgage to Accepted Servicing Practices where such practices do not conflict with the requirements of this Agreement, and the Owner's reliance be removed from registration on the ServicerMERS(R) System in accordance with MERS' rules and regulations or (ii) cause MERS to designate on the MERS(R) System the Seller as the beneficial holder of such Mortgage Loan.

Mortgage Loan. Except with Notwithstanding the written permission of immediately preceding two sentences, the Master Servicer, no modification, recast, extension, or capitalization 's right to purchase any Mortgage Loan pursuant to either of such preceding sentences shall be subject to the following additional conditions: (x) if the date on which the Mortgage Loan first became 90-day delinquent payments (the "Initial Delinquency Date") occurred during the first two calendar months of a Mortgage Loan shall be permitted. Where applicablecalendar quarter, the Master Servicer must satisfy all requirements under may exercise the applicable PMI Policy and/or any applicable LPMI Policy regarding purchase right during the relief granted period commencing on the Initial Delinquency Date and ending on the last Master Servicer Business Day of such calendar quarter, (y) if the Initial Delinquency Date occurred during the third calendar month of a calendar quarter, the Master Servicer may exercise the purchase right during the period commencing on the first day of the immediately succeeding calendar quarter and ending on the last Master Servicer Business Day of such succeeding calendar quarter and (z) if the Master Servicer does not exercise the purchase right with respect to a Mortgage Loan during the period specified in clause (x) or (y), as applicable, such Mortgage Loan shall thereafter again become eligible for purchase pursuant to the preceding two sentences only after the Mortgage Loan ceases to be 90-day delinquent and thereafter becomes 90-day delinquent again. For purposes of this paragraph, a Mortgage Loan is considered delinquent for 90 consecutive days if a Monthly Payment is not received by the first day of the third month following the month during which such payment was due. Consistent with the terms of this Section 3.01, the Master Servicer may waive, modify or vary any term of any Mortgage Loan or consent to the postponement of strict compliance with any such term or in any manner grant indulgence to any Mortgagor if it has determined, exercising its good faith business judgment in the same manner as it would if it were the owner of the related Mortgage Loan, includingthat the security for, without limitationand the timely and full collectability of, securing such Mortgage Loan would not be adversely affected by such waiver, modification, postponement or indulgence; provided, however, that (unless the prior written consent Mortgagor is in default with respect to the Mortgage Loan or in the reasonable judgment of the respective Qualified Insurer regarding Master Servicer such default is imminent) the Master Servicer shall not permit any modification with respect to any Mortgage Loan that would (i) change in the applicable Mortgage Interest Rate, defer or forgive the payment of any term principal or interest, reduce the outstanding principal balance (except for actual payments of such Mortgage Loan, principal) or extend the release of the related Mortgagor from any liability related final maturity date with respect to such Mortgage Loan, or (ii) be inconsistent with the release terms of any portion ofapplicable Primary Insurance Policy, FHA insurance policy, VA guaranty, hazard insurance policy or interest infederal flood insurance policy. Notwithstanding the foregoing, the Mortgaged Property from the lien of the related Mortgage. In the event of Master Servicer shall not permit any modification permitted hereunder which permits the deferral of interest or principal payments on with respect to any Mortgage Loan, the Servicer shall, on the Business Day immediately preceding the Remittance Date in any month in which any such principal Loan that would both constitute a sale or interest payment has been deferred, deposit in the Custodial Account from its own funds, in accordance with Section 5.03, the difference between (a) such month's principal and one month's interest at the Mortgage Loan Remittance Rate on the unpaid principal balance 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 (b) cause any REMIC to fail to qualify as such under the amount paid by the MortgagorCode. The Master Servicer shall be entitled to reimbursement approve a request from a Mortgagor for such advances to a partial release of the related Mortgaged Property, the granting of an easement thereon in favor of another Person, any alteration or demolition of the related Mortgaged Property or other similar matters if it has determined, exercising its good faith business judgment in the same extent manner as for all other advances made pursuant to Section 5.03. Without limiting it would if it were the generality owner of the foregoingrelated Mortgage Loan, that the Servicer shall continuesecurity for, and the timely and full collectability of, such Mortgage Loan would not be adversely affected thereby and that the applicable trust fund would not fail to continue to qualify as a REMIC under the Code as a result thereof and that no tax on "prohibited transactions" or "contributions" after the startup day would be imposed on any REMIC as a result thereof. The Master Servicer is hereby authorized and empowered, empowered by the Trustee to execute and deliver or cause to be executed and delivered on behalf of itself the Holders of the Certificates, and the OwnerTrustee or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release, discharge or 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 and with respect to the Mortgaged Properties. If reasonably required The Master Servicer is hereby further authorized and empowered by the Trustee to execute and deliver or cause to be executed and delivered on behalf of the Holders of the Certificates and the Trustee, or any of them, such instruments of assignment or other comparable instruments as the Master Servicer shall, in its sole judgment, deem appropriate in order to register any Mortgage Loan on the MERS'r' System or to cause the removal of any Mortgage Loan from registration thereon. Any expenses incurred in connection with the actions described in the preceding sentence shall be borne by the Master Servicer with no right of reimbursement; provided, however, that any such expenses incurred as a result of any termination by MERS of the MERS'r' System shall be reimbursable to the Master Servicer. The Trustee shall execute and furnish to the Master Servicer, at the Owner shall furnish the Servicer with Master Servicer's direction, any powers of attorney and other documents prepared by the Master Servicer and determined by the Master Servicer to be necessary or appropriate to enable the Master Servicer to carry out its supervisory, servicing and administrative duties under this Agreement. Promptly after The Master Servicer and each Servicer shall obtain (to the execution extent generally commercially available) and maintain fidelity bond and errors and omissions coverage acceptable to Xxxxxx Xxx or Xxxxxxx Mac with respect to their obligations under this Agreement and the applicable Selling and Servicing Contract, respectively. The Master Servicer or each Servicer, as applicable, shall establish escrow accounts for, or pay when due (by means of an advance), any assumption, modification, consolidation or extension tax liens in connection with the Mortgaged Properties that are not paid by the Mortgagors when due to the extent that any such payment would not constitute a Nonrecoverable Advance when made. In connection with the servicing and administering of any each Mortgage Loan, but in no event later than the Reporting Date in the month following the date of execution of such instrument, the Servicer shall forward to the Master Servicer copies and any affiliate of any documents evidencing the Master Servicer (i) may perform services such assumptionas appraisals, modificationdefault management and (in the case of affiliates only) brokerage services that are not customarily provided by servicers of mortgage loans, consolidation or extension. In servicing and administering the Mortgage Loansshall be entitled to reasonable compensation therefor and (ii) may, the Servicer shall employ procedures (including collection procedures) and exercise the same care that it customarily employs and exercises in servicing and administering mortgage loans for at its own accountdiscretion and on behalf of the Trustee, giving due consideration to Accepted Servicing Practices where such practices do not conflict with obtain credit information in the requirements form of this Agreement, and the Owner's reliance on the Servicera "credit score" from a credit repository.

Mortgage Loan. Except with (a) Subject to the written permission terms and conditions set forth in this Agreement, the Lenders shall, on or about January 2003, make a term loan to Borrower (the "Mortgage Loan") in an original principal amount of the Master Servicer, no modification, recast, extension, or capitalization of delinquent payments of a One Million Three Hundred Seventy Five Thousand U.S. Dollars ($1,375,000). (b) The Mortgage Loan shall be permitted. Where applicableevidenced by, the Servicer must satisfy all requirements under the applicable PMI Policy and/or any applicable LPMI Policy regarding the relief granted with respect to a delinquent Mortgage Loan, including, without limitation, securing the prior written consent of the respective Qualified Insurer regarding any change in any term of such Mortgage Loan, the release of the related Mortgagor from any liability related to such Mortgage Loan, or the release of any portion of, or interest in, the Mortgaged Property from the lien of the related Mortgage. In the event of any modification permitted hereunder which permits the deferral of interest or principal payments on any Mortgage Loan, the Servicer shall, on the Business Day immediately preceding the Remittance Date in any month in which any such principal or interest payment has been deferred, deposit in the Custodial Account from its own funds, and repaid in accordance with Section 5.03one or more promissory notes of Borrower, each substantially in the difference between form attached hereto as Exhibit D (athe "Mortgage Note"). The Mortgage Note issued to each Lender shall (i) such month's principal and one month's interest at the Mortgage Loan Remittance Rate on the unpaid principal balance of such Mortgage Loan and (b) the amount paid be executed by the Mortgagor. The Servicer shall Borrower, (ii) be entitled payable to reimbursement for such advances to Lender or its registered assigns and be dated the same extent as for all other advances made pursuant to Section 5.03. Without limiting the generality date of the foregoing, the Servicer shall continue, and is hereby authorized and empowered, to execute and deliver on behalf of itself and the Owner, all instruments of satisfaction or cancellation, or of partial or full release, discharge and all other comparable instruments, with respect this Agreement (iii) be in a stated principal amount equal to the Mortgage Loans made by such Lender on date of this Agreement and be payable in the outstanding principal amount of Mortgage Loans evidenced thereby, (iv) mature on the Maturity Date, (v) bear interest as provided in the appropriate clause of Section 2.3 in respect of the Prime Rate Advances and LIBOR Rate Advances, as the case may be, evidenced thereby, (vi) be entitled to the benefits of this Agreement and the other Loan Documents. (c) Commencing on the first business day of the month immediately following the Drawdown Date of the Mortgage Loan, and continuing on the first business day of each succeeding calendar month thereafter, Borrower shall make mandatory scheduled principal payments under the Mortgage Note monthly in the aggregate amount of $5,550.00 per month, with a final balloon payment of $1,042,000 on the Maturity Date in each case plus interest on the outstanding principal balance as stated in the Mortgage Note, until the outstanding principal amount of the Mortgage Note, together with all interest accrued thereon, has been fully paid, except that if not sooner paid, the principal amount, together with all accrued but unpaid interest thereon, shall be due and payable on the Maturity Date for the Mortgage Loan. (d) Borrower may prepay any portion of the outstanding principal of the Mortgage Loan, in whole or in part, together with accrued interest to the date of such prepayment on the amount prepaid and all amounts required under Section 2.19 hereof, (i) with respect to any principal portion that bears interest with reference to the Mortgaged PropertiesPrime Rate, on any Business Day, without Make-Whole Premium, and (ii) with respect to any principal portion that bears interest with reference to LIBOR either (1) on the last Business Day of the Interest Period applicable to the portion of the Mortgage being prepaid, without Make-Whole Premium or (2) on any other Business Day, together with the Make-Whole Premium. If reasonably Notwithstanding the foregoing, except as required by the ServicerSection 2.20 (in which case payment shall be accompanied by payment of all taxes then required under Section 2.9), the Owner shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. Promptly after the execution of any assumption, modification, consolidation or extension of any Mortgage Loan, but in no event later shall Borrower pay or prepay more than twenty-five percent (25%) of the Reporting Date in original principal amount of the month following the date of execution of such instrument, the Servicer shall forward Mortgage Loan on or prior to the Master Servicer copies fifth anniversary of any documents evidencing such assumption, modification, consolidation or extension. In servicing and administering the Drawdown Date of the Mortgage Loans, the Servicer shall employ procedures (including collection procedures) and exercise the same care that it customarily employs and exercises in servicing and administering mortgage loans for its own account, giving due consideration to Accepted Servicing Practices where such practices do not conflict with the requirements of this Agreement, and the Owner's reliance on the ServicerLoan.

Mortgage Loan. Except with Notwithstanding the written permission of immediately preceding two sentences, the Master Servicer, no modification, recast, extension, or capitalization 's right to purchase any Mortgage Loan pursuant to either of such preceding sentences shall be subject to the following additional conditions: (x) if the date on which the Mortgage Loan first became 90-day delinquent payments (the "Initial Delinquency Date") occurred during the first two calendar months of a Mortgage Loan shall be permitted. Where applicablecalendar quarter, the Master Servicer must satisfy all requirements under may exercise the applicable PMI Policy and/or any applicable LPMI Policy regarding purchase right during the relief granted period commencing on the Initial Delinquency Date and ending on the last Master Servicer Business Day of such calendar quarter, (y) if the Initial Delinquency Date occurred during the third calendar month of a calendar quarter, the Master Servicer may exercise the purchase right during the period commencing on the first day of the immediately succeeding calendar quarter and ending on the last Master Servicer Business Day of such succeeding calendar quarter and (z) if the Master Servicer does not exercise the purchase right with respect to a Mortgage Loan during the period specified in clause (x) or (y), as applicable, such Mortgage Loan shall thereafter again become eligible for purchase pursuant to the preceding two sentences only after the Mortgage Loan ceases to be 90-day delinquent and thereafter becomes 90-day delinquent again. For purposes of this paragraph, a Mortgage Loan is considered delinquent for 90 consecutive days if a Monthly Payment is not received by the first day of the third month following the month during which such payment was due. Consistent with the terms of this Section 3.01, the Master Servicer may waive, modify or vary any term of any Mortgage Loan or consent to the postponement of strict compliance with any such term or in any manner grant indulgence to any Mortgagor if it has determined, exercising its good faith business judgment in the same manner as it would if it were the owner of the related Mortgage Loan, includingthat the security for, without limitationand the timely and full collectability of, securing such Mortgage Loan would not be adversely affected by such waiver, modification, postponement or indulgence; provided, however, that (unless the prior written consent Mortgagor is in default with respect to the Mortgage Loan or in the reasonable judgment of the respective Qualified Insurer regarding Master Servicer such default is imminent) the Master Servicer shall not permit any modification with respect to any Mortgage Loan that would (i) change in the applicable Mortgage Interest Rate, defer or forgive the payment of any term principal or interest, reduce the outstanding principal balance (except for actual payments of such Mortgage Loan, principal) or extend the release of the related Mortgagor from any liability related final maturity date with respect to such Mortgage Loan, or (ii) be inconsistent with the release terms of any portion ofapplicable Primary Insurance Policy, FHA insurance policy, VA guaranty, hazard insurance policy or interest infederal flood insurance policy. Notwithstanding the foregoing, the Mortgaged Property from the lien of the related Mortgage. In the event of Master Servicer shall not permit any modification permitted hereunder which permits the deferral of interest or principal payments on with respect to any Mortgage Loan, the Servicer shall, on the Business Day immediately preceding the Remittance Date in any month in which any such principal Loan that would both constitute a sale or interest payment has been deferred, deposit in the Custodial Account from its own funds, in accordance with Section 5.03, the difference between (a) such month's principal and one month's interest at the Mortgage Loan Remittance Rate on the unpaid principal balance 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 (b) cause any REMIC to fail to qualify as such under the amount paid by the MortgagorCode. The Master Servicer shall be entitled to reimbursement approve a request from a Mortgagor for such advances to a partial release of the related Mortgaged Property, the granting of an easement thereon in favor of another Person, any alteration or demolition of the related Mortgaged Property or other similar matters if it has determined, exercising its good faith business judgment in the same extent manner as for all other advances made pursuant to Section 5.03. Without limiting it would if it were the generality owner of the foregoingrelated Mortgage Loan, that the Servicer shall continuesecurity for, and the timely and full collectability of, such Mortgage Loan would not be adversely affected thereby and that REMIC I, REMIC II and REMIC III would not fail to continue to qualify as REMICs under the Code as a result thereof and that no tax on "prohibited transactions" or "contributions" after the startup day would be imposed on any REMIC as a result thereof. 104 The Master Servicer is hereby authorized and empowered, empowered by the Trust to execute and deliver or cause to be executed and delivered on behalf of itself the Holders of the REMIC I Regular Interests and the OwnerClass R-1 Residual Interest, and the Trust or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release, discharge or 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 and with respect to the Mortgaged Properties. If reasonably required The Master Servicer is hereby further authorized and empowered by the Trust to execute and deliver or cause to be executed and delivered on behalf of the Holders of the REMIC I Regular Interests and the Class R-1 Residual Interest and the Trust, or any of them, such instruments of assignment or other comparable instruments as the Master Servicer shall, in its sole judgment, deem appropriate in order to register any Mortgage Loan on the MERS(R) System or to cause the removal of any Mortgage Loan from registration thereon. Any expenses incurred in connection with the actions described in the preceding sentence shall be borne by the Master Servicer with no right of reimbursement; provided, however, that any such expenses incurred as a result of any termination by MERS of the MERS(R) System shall be reimbursable to the Master Servicer. The Trustee on behalf of the Trust shall execute and furnish to the Master Servicer, at the Owner shall furnish the Servicer with Master Servicer's direction, any powers of attorney and other documents prepared by the Master Servicer and determined by the Master Servicer to be necessary or appropriate to enable the Master Servicer to carry out its supervisory, servicing and administrative duties under this Agreement. Promptly after The Master Servicer and each Servicer shall obtain (to the execution extent generally commercially available) and maintain fidelity bond and errors and omissions coverage acceptable to Xxxxxx Xxx or Xxxxxxx Mac with respect to their obligations under this Agreement and the applicable Selling and Servicing Contract, respectively. The Master Servicer or each Servicer, as applicable, shall establish escrow accounts for, or pay when due (by means of an advance), any assumption, modification, consolidation or extension tax liens in connection with the Mortgaged Properties that are not paid by the Mortgagors when due to the extent that any such payment would not constitute a Nonrecoverable Advance when made. In connection with the servicing and administering of any each Mortgage Loan, but in no event later than the Reporting Date in the month following the date of execution of such instrument, the Servicer shall forward to the Master Servicer copies and any affiliate of any documents evidencing the Master Servicer (i) may perform services such assumptionas appraisals, modificationdefault management and (in the case of affiliates only) brokerage services that are not customarily provided by servicers of mortgage loans, consolidation or extension. In servicing and administering the Mortgage Loansshall be entitled to reasonable compensation therefor and (ii) may, the Servicer shall employ procedures (including collection procedures) and exercise the same care that it customarily employs and exercises in servicing and administering mortgage loans for at its own accountdiscretion and on behalf of the Trust, giving due consideration to Accepted Servicing Practices where such practices do not conflict with obtain credit information in the requirements form of this Agreement, and the Owner's reliance on the Servicera "credit score" from a credit repository.

Mortgage Loan. Except with Subject to the written permission of the Master Servicer, no modification, recast, extension, or capitalization of delinquent payments of a Mortgage Loan shall be permitted. Where applicableforegoing, the Servicer must satisfy all requirements is authorized to take or enter into an assumption agreement from or with the Person to whom such property is about to be conveyed, pursuant to which such person becomes liable under the related Mortgage Note and, unless prohibited by applicable PMI Policy and/or any applicable LPMI Policy regarding the relief granted with respect to a delinquent Mortgage Loan, including, without limitation, securing the prior written consent of the respective Qualified Insurer regarding any change in any term of such Mortgage Loanstate law, the Mortgagor remains liable thereon. The Servicer is also authorized, to release of the related original Mortgagor from any liability related to such upon the Mortgage Loan, or Loan and substitute the release of any portion of, or interest in, the Mortgaged Property from the lien of the related Mortgagenew Mortgagor as obligor thereon. In the event of any modification permitted hereunder which permits the deferral of interest connection with such assumption or principal payments on any Mortgage Loansubstitution, the Servicer shall, on the Business Day immediately preceding the Remittance Date in any month in which any shall apply such principal or interest payment has been deferred, deposit in the Custodial Account from its own funds, in accordance with Section 5.03, the difference between (a) underwriting standards and follow such month's principal practices and one month's interest at procedures as shall be normal and usual for mortgage loans similar to the Mortgage Loan Remittance Rate on the unpaid principal balance of such Mortgage Loan Loans and (b) the amount paid as it applies to mortgage loans owned solely by the Mortgagorit. The Servicer shall notify the Trustee that any such assumption or substitution agreement has been completed by forwarding to the Trustee the original copy of such assumption or substitution agreement, which copy shall be entitled added by the Trustee to reimbursement the related Mortgage File and shall, for all purposes, be considered a part of such advances Mortgage File to the same extent as for all other advances made pursuant to Section 5.03documents and instruments constituting a part thereof. Without limiting In connection with any such assumption or substitution agreement, the generality Mortgage Interest Rate of the foregoingrelated Mortgage Note, the payment terms and other material terms shall not be changed. Any fee collected by the Servicer for entering into an assumption or substitution of liability agreement will be retained by the Servicer as servicing compensation. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Servicer shall continuenot be deemed to be in default, and is hereby authorized and empowered, to execute and deliver on behalf breach or any other violation of itself and its obligations hereunder by reason of any conveyance by the Owner, all instruments Mortgagor of satisfaction or cancellation, or of partial or full release, discharge and all other comparable instruments, with respect the property subject to the Mortgage Loans and with respect or any assumption of a Mortgage Loan by operation of law which the Servicer in good faith determines it may be restricted by law from preventing, for any reason whatsoever, or if the exercise of such right would impair or threaten to impair any recovery under any applicable insurance policy or, in the Mortgaged Properties. If Servicer's judgment, be reasonably required likely to result in legal action by the Servicer, the Owner shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. Promptly after the execution of any assumption, modification, consolidation or extension of any Mortgage Loan, but in no event later than the Reporting Date in the month following the date of execution of such instrument, the Servicer shall forward to the Master Servicer copies of any documents evidencing such assumption, modification, consolidation or extension. In servicing and administering the Mortgage Loans, the Servicer shall employ procedures (including collection procedures) and exercise the same care that it customarily employs and exercises in servicing and administering mortgage loans for its own account, giving due consideration to Accepted Servicing Practices where such practices do not conflict with the requirements of this Agreement, and the Owner's reliance on the ServicerMortgagor.

Mortgage Loan. Except with The Custodian shall be under no duty or obligation to inspect, review or examine said documents, instruments, certificates or other papers to determine that the written permission same are genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded in the real estate records or that they are other than what they purport to be on their face. Pursuant to Section 6 of the Master ServicerLaSalle Custodial Agreement, no modificationnot later than 90 days after the Closing Date, recastthe Custodian shall deliver to the Depositor, extensionthe Trustee and the Trust Administrator a Trust Receipt and Final Certification in the form annexed hereto as Exhibit J, with any applicable exceptions noted thereon. Based solely upon the Trust Receipt and Initial Certification received from the Custodian, and subject to the provisions of Section 2.01 and any exceptions noted on the exception report described in the next paragraph below, the Trustee acknowledges receipt of the documents referred to in Section 2.01 above and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of the Trust Fund in trust for the exclusive use and benefit of all present and future Certificateholders. If, in the course of such review, the Custodian finds any document constituting a part of a Mortgage File which does not meet the requirements of Section 2.01, the Custodian shall list such as an exception in the Trust Receipt and Final Certification pursuant to Section 6 of the LaSalle Custodial Agreement; provided, however, that the Custodian shall not make any determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The Seller shall promptly correct or cure such defect within 90 days from the date it was so notified of such defect and, if the Seller does not correct or cure such defect within such period and such defect materially and adversely affects the interests of Certificateholders in the related Mortgage Loan, the Seller shall either (a) substitute for the related Mortgage Loan a Qualified Substitute Mortgage Loan, which substitution shall be accomplished in the manner and subject to the conditions set forth in Section 2.03, or capitalization (b) repurchase such Mortgage Loan within 90 days from the date that the Seller was notified of delinquent payments such defect in writing at the Purchase Price of such Mortgage Loan; or such longer period not to exceed 720 days from the Closing Date if the substitution or repurchase of a Mortgage Loan pursuant to this provision is required by reason of a delay in delivery of any documents by the appropriate recording office or title insurer, as applicable; provided, however, that the Seller shall have no liability for recording any Assignment of Mortgage in favor of the Trustee or for the Custodian’s failure to record such Assignment of Mortgage, and provided, further, that no Seller shall be permitted. Where applicable, the Servicer must satisfy all requirements under the applicable PMI Policy and/or obligated to repurchase or cure any applicable LPMI Policy regarding the relief granted with respect to Mortgage Loan solely as a delinquent Mortgage Loan, including, without limitation, securing the prior written consent result of the respective Qualified Insurer regarding any change in any term Custodian’s failure to record such Assignment of Mortgage. The Trust Administrator shall deliver or direct the Custodian to deliver to each Rating Agency written notice within 270 days from the Closing Date indicating each Mortgage Loan (a) for which a mortgage or assignment of mortgage required to be recorded hereunder has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of such Mortgage Loan, . Such notice shall be delivered every 90 days thereafter until the release related Mortgage Loan is returned to the Custodian. Any such substitution pursuant to clause (a) of the related Mortgagor from preceding sentence shall not be effected prior to the delivery to the Trustee and the Trust Administrator of (1) the Opinion of Counsel required by Section 2.05 hereof, and (2) a Request for Release substantially in the form of Exhibit K. No substitution is permitted to be made in any liability related to calendar month after the Determination Date for such month. The Purchase Price for any such Mortgage Loan, or Loan shall be deposited by the release of any portion of, or interest in, the Mortgaged Property from the lien of Seller in the related Mortgage. In the event of any modification permitted hereunder which permits the deferral of interest Collection Account on or principal payments on any Mortgage Loan, the Servicer shall, on prior to the Business Day immediately preceding the Remittance Date in any month in which any such principal or interest payment has been deferred, deposit in the Custodial Account from its own funds, in accordance with Section 5.03, the difference between (a) such month's principal and one month's interest at the Mortgage Loan Remittance Rate on the unpaid principal balance of such Mortgage Loan and (b) the amount paid by the Mortgagor. The Servicer shall be entitled to reimbursement for such advances to the same extent as for all other advances made pursuant to Section 5.03. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered, to execute and deliver on behalf of itself and the Owner, 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. If reasonably required by the Servicer, the Owner shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. Promptly after the execution of any assumption, modification, consolidation or extension of any Mortgage Loan, but in no event later than the Reporting Distribution Date in the month following the date of execution month during which the Seller became obligated hereunder to repurchase or replace such Mortgage Loan and, upon receipt of such instrumentdeposit and certification with respect thereto in the form of Exhibit K hereto, the Servicer Custodian shall forward release the related Mortgage File to the Master Seller and shall execute and deliver at such entity’s request such instruments of transfer or assignment prepared by such entity, in each case without recourse, as shall be necessary to vest in such entity, or a designee, the Trustee’s interest in any Mortgage Loan released pursuant hereto. If pursuant to the preceding paragraph the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the related Servicer copies shall, at the Seller’s expense, either (i) cause MERS to execute and deliver an Assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Seller and shall cause such Mortgage to be removed from registration on the MERS® System in accordance with MERS’ rules and regulations or (ii) cause MERS to designate on the MERS® System the Seller as the beneficial holder of such Mortgage Loan. The Custodian shall execute and deliver prior to 10:00 a.m. (New York time) on each Subsequent Transfer Date to the Depositor, the Trust Administrator and each Servicer a Subsequent Certification in the form annexed hereto as Exhibit I-2. Based on its review and examination, and only as to the documents identified in such Subsequent Certification, the Custodian shall acknowledge that such documents appear regular on their face and relate to such Subsequent Mortgage Loan. None of the Trustee, the Trust Administrator or the Custodian shall be under any documents evidencing duty or obligation to inspect, review or examine said documents, instruments, certificates or other papers to determine that the same are genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded in the real estate records or that they are other than what they purport to be on their face. Not later than 90 days after the end of the Prefunding Period, the Custodian shall deliver to the Depositor, the Trust Administrator, the Seller and each Servicer a Final Certification with respect to the Subsequent Mortgage Loans in the form annexed hereto as Exhibit J with any applicable exceptions noted thereon. If, in the course of such assumption, modification, consolidation or extension. In servicing and administering review of the Mortgage Files relating to the Subsequent Mortgage Loans, the Servicer shall employ procedures (including collection procedures) and exercise the same care that it customarily employs and exercises in servicing and administering mortgage loans for its own account, giving due consideration to Accepted Servicing Practices where such practices do Custodian finds any document constituting a part of a Mortgage File which does not conflict with meet the requirements of Section 2.01, the Custodian shall list such as an exception in the Final Certification; provided, however that the Custodian shall not make any determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The Seller shall cure any such defect or repurchase or substitute for any such Mortgage Loan in accordance with this Agreement, and the Owner's reliance on the ServicerSection 2.02(a).