Common use of Servicer to Act as Servicer Clause in Contracts

Servicer to Act as Servicer. From and after each Commencement Date, the Servicer, as an independent contractor, shall service and administer the related Mortgage Loans and shall have full power and authority, acting alone, to do any and all things in connection with such servicing and administration which the Servicer may deem necessary or desirable, consistent with the terms of this Agreement and with Accepted Servicing Practices; provided that the Servicer shall not take any action that is inconsistent with or prejudices the rights and interests of the Owner in any Mortgage Loan or under this Agreement. The Servicer shall not make any future advances with respect to a Mortgage Loan and (unless the Mortgagor is in default with respect to the Mortgage Loan or such default is, in the judgment of the Servicer, imminent and the Servicer has obtained the prior written consent of the Master Servicer) the Servicer shall not permit any modification of any material term of any Mortgage Loan including any modifications that would change the Mortgage Interest Rate, defer or forgive the payment of principal or interest, reduce or increase the outstanding principal balance (except for actual payments of principal) or change the final maturity date on such 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.

Servicer to Act as Servicer. From With respect to each Mortgage Loan in each Mortgage Loan Package, from and after each Commencement the related Transfer Date, the Servicer, as an independent contractor, shall service and administer the related Mortgage Loans pursuant to the terms of this Agreement, under the Servicer’s name on a scheduled/scheduled basis, and shall have full power and authority, acting alone, authority to do any and all things in connection with such servicing and administration which the Servicer may deem necessary or desirable, consistent with the terms of this Agreement and with Accepted Servicing Practices; provided that the . The Servicer shall not take any action that is inconsistent with or prejudices acknowledge by email to the rights Owner its receipt of each Mortgage Loan Schedule and interests the Servicer’s assumption of the Owner in servicing responsibilities with respect to the related Mortgage Loan Package. The Servicer may not waive, modify or vary any term of any Mortgage Loan or under this Agreement. The Servicer shall not make any future advances with respect to a Mortgage Loan and (unless the Mortgagor is in default with respect consent to the Mortgage Loan postponement of strict compliance with any such term or such default is, in the judgment of the Servicer, imminent and the Servicer has obtained any manner grant indulgence to any Mortgagor without the prior written consent of the Master Servicer) the Servicer shall not permit any modification of any material term of any Mortgage Loan including any modifications that would change the Mortgage Interest Rate, defer or forgive the payment of principal or interest, reduce or increase the outstanding principal balance (except for actual payments of principal) or change the final maturity date on such 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 5.03Owner. 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, the Mortgage Loan Documents or applicable law, and the Owner's ’s reliance on the Servicer. The Servicer shall keep at its servicing office books and records in which, subject to such reasonable regulations as it may prescribe, the Servicer shall note transfers of Mortgage Loans. No transfer of a Mortgage Loan may be made unless such transfer is in compliance with the terms hereof. For the purposes of this Agreement, Servicer shall be under no obligation to deal with any Person with respect to this Agreement or the Mortgage Loans unless the Servicer has been notified of such transfers as provided in this Section 2.01. The Owner may sell and transfer, in whole or in part, the Mortgage Loans. Upon notice thereof, Servicer shall xxxx its books and records to reflect the ownership of the Mortgage Loans by such assignee, and the previous Owner shall be released from its obligations hereunder. This Agreement shall be binding upon and inure to the benefit of the Owner and Servicer and their permitted successors, assignees and designees. The Servicer shall notify MERS of the ownership interest of Owner in each MOM Loan through the MORNET system or MIDANET system, as applicable, or any other comparable system acceptable to MERS. At any time during the term of this Agreement, Owner may direct Servicer to cause any MOM Loan to be deactivated from the MERS System. The Servicer shall be responsible for the actions of any vendors which the Servicer utilizes to carry out its obligations hereunder and any fees paid to such vendors shall be paid by the Servicer from its own funds.

Servicer to Act as Servicer. From and after each Commencement (a) Commencing on the Closing Date, the Servicer, as an independent contractor, Servicer shall service and administer the related each Mortgage Loans and shall have full power and authority, acting alone, to do any and all things Loan in connection with such servicing and administration which the Servicer may deem necessary or desirable, consistent with the terms of this Agreement and accordance with Accepted Servicing Practices; provided that the . (b) The Servicer shall not take any action that is inconsistent maintain an EDP containing all information and programming necessary to service the Mortgage Loans in accordance with or prejudices Section 2.01(a) hereof. The Mortgage Loans shall be grouped on the rights and interests Servicer's EDP to reflect the Trust Fund as the owner of the Owner in Mortgage Loans. (c) The Servicer may not waive, modify or vary any term of a Mortgage Loan or under this AgreementNote without the Depositor's prior written consent. The Servicer shall not make comply with all applicable federal, state and local legal and regulatory requirements (including laws, statutes, rules, regulations and ordinances) in connection with the modification of the Mortgage Note. (d) Notwithstanding anything herein to the contrary, the Servicer shall follow any future advances with respect to a Mortgage Loan and (unless reasonable directions given by the Mortgagor is in default Trustee and/or the Depositor with respect to the Mortgage Loan or such default is, in the judgment servicing of the ServicerMortgage Loans. (e) With the exception of Ancillary Fees and any other charges expressly permitted by the Mortgage Note and applicable law, imminent and the Servicer has obtained covenants and agrees that it will not, without the prior written consent of the Master Servicer) the Servicer shall not permit Seller, charge or collect from any modification Mortgagor, or trustee under a deed of trust, any fees of any material term of any Mortgage Loan including any modifications that would change the Mortgage Interest Rate, defer or forgive the payment of principal or interest, reduce or increase the outstanding principal balance (except for actual payments of principal) or change the final maturity date on such 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, kind 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 but not limited 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 charges 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 amounts expended by the Servicer, regardless of the Owner shall furnish characterization of the Servicer with any fee or charge. (f) The Trustee agrees to execute such limited powers of attorney provided to it by the Servicer as are necessary and other documents necessary or appropriate to enable assist the Servicer to carry out its servicing and administrative duties responsibilities under this Agreement. Promptly after . (g) In connection with its duties hereunder, in the execution event the Servicer requires an original of any assumption, modification, consolidation or extension of any document contained in a Mortgagor's file to service a Mortgage Loan, but in no event later than it shall submit a written request to the Reporting Date in Custodian and the month following Custodian shall provide the date original document to the Servicer within two (2) Business Days after receipt of execution the written request, provided that (a) as to any recorded document, the applicable recorder's office has returned the recorded document to the Servicer or (b) as to the original title insurance policy, the Servicer has received such policy. When requesting a release of such instrumentdocuments from the Custodian, the Servicer shall forward to use the Master Servicer copies of any documents evidencing such assumption, modification, consolidation or extension. In servicing and administering form attached hereto as Exhibit N. Notwithstanding the Mortgage Loansforegoing, the Servicer acknowledges and agrees that the Seller maintains agreements with document custodians selected by it from time to time, pursuant to which such custodians maintain Mortgage Loan files on behalf of the Seller. The Servicer agrees to cooperate with such custodians and request from such custodians the documents and Mortgage Files required by the Servicer which are maintained by such custodians (with a copy of such request sent to the Seller). (h) The Servicer shall employ procedures not, unless default by the related Mortgagor has occurred or is imminent, knowingly permit any modification, waiver or amendment of any material term of any Mortgage Loan (including collection proceduresbut not limited to the interest rate, the principal balance, the amortization schedule, or any other term affecting the amount or timing of payments on the Mortgage Loan or the collateral therefor) and exercise unless the same care that it customarily employs and exercises in servicing and administering mortgage loans for its own account, giving due consideration Servicer shall have provided to Accepted Servicing Practices where such practices do not conflict with the requirements of this Agreement, Depositor and the Owner's reliance on Trustee an Opinion of Counsel in writing to the Servicereffect that such modification, waiver or amendment would not cause an Adverse REMIC Event.

Servicer to Act as Servicer. From and after each Commencement Date, Intent of the Servicer, as an independent contractor, Parties; Reasonableness. The Servicer shall service and administer the related Mortgage Loans in accordance with this Agreement and Accepted Servicing Procedures and the terms of the Mortgage Notes and Mortgages, and shall have full power and authority, acting alonealone or through sub-servicers or agents, to do or cause to be done any and all things in connection with such servicing and administration which the Servicer may deem necessary or desirable, desirable and consistent with the terms of this Agreement and Agreement. The Servicer may perform its servicing responsibilities through agents or independent contractors, but shall not thereby be released from any of its responsibilities hereunder. Consistent with Accepted Servicing Practices; provided that the terms of this Agreement, the Servicer shall not take may waive, modify or vary any action that is inconsistent with or prejudices the rights and interests term of the Owner in any Mortgage Loan or under this Agreement. The Servicer shall not make consent to the postponement of strict compliance with any future advances with respect such term or in any manner grant indulgence to a Mortgage Loan and any Mortgagor; provided, however, that (unless the Mortgagor is in default with respect to the Mortgage Loan Loan, or such default is, in the judgment of the Servicer, imminent imminent, and the Servicer has obtained the prior written consent of the Master ServicerPurchaser) the Servicer shall not permit any modification of any material term of with respect to any Mortgage Loan which materially and adversely affects the Mortgage Loan, including without limitation, any modifications modification that would change the Mortgage Interest Rate, defer or forgive the payment of any principal or interestinterest or any penalty or premium on the prepayment of principal, reduce or increase change the outstanding principal balance amount (except for actual payments of principal) or change ), make any future advances, extend the final maturity date on such or change the Mortgage Loan. Except with Interest Rate, as the written permission of the Master Servicercase may be, 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 in its own name or acting through sub-servicers or agents is hereby authorized and empoweredempowered by the Purchaser when the Servicer believes it appropriate and reasonable in its best judgment, to execute and deliver deliver, on behalf of itself and the OwnerPurchaser, 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 the Mortgaged Properties and to institute foreclosure proceedings or obtain a deed-in-lieu of foreclosure so as to convert the ownership of such properties, and to hold or cause to be held title to such properties, on behalf of the Purchaser pursuant to the Mortgaged Propertiesprovisions of Subsection 11.12. If reasonably The Servicer shall make all required by Servicing Advances and shall service and administer the Servicer, Mortgage Loans in accordance with applicable state and federal law and shall provide to the Owner Mortgagors any reports required to be provided to them thereby. The Purchaser shall furnish to the Servicer with any powers of attorney and other documents reasonably necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. Promptly after The Purchaser and the execution Servicer acknowledge and agree that the purpose of Subsections 11.19, 11.20 and 11.24 of this Agreement are to facilitate compliance by the Purchaser with the provisions of Regulation AB and related rules and regulations of the Commission. Although Regulation AB is applicable by its terms only to offerings of asset-backed securities that are registered under the Securities Act, the Seller acknowledges that investors in privately offered securities may require that the Purchaser or any assumptionDepositor provide comparable disclosure in unregistered offerings. References in this Agreement to compliance with Regulation AB include provisions of comparable disclosure in private offerings. The Purchaser shall not exercise its right to request delivery of information or other performance under these provisions other than in good faith, modificationor for purposes other than compliance with the Securities Act, consolidation the Exchange Act and the rules and regulations of the Commission thereunder (or extension the provision in a private offering of any Mortgage Loandisclosure comparable to that required under the Securities Act). The Servicer acknowledges that interpretations of the requirements of Regulation AB may change over time, but in no event later than whether due to interpretive guidance provided by the Reporting Date Commission or its staff, consensus among participants in the month following asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with requests made by the date Purchaser in good faith for delivery of execution information under these provisions on the basis of such instrumentevolving interpretations of Regulation AB. In connection with any Securitization Transaction, the Servicer shall forward cooperate fully with the Purchaser to deliver to the Master Servicer copies Purchaser (including any of its assignees or designees), any documents evidencing and all statements, reports, certifications, records and any other information necessary in the good faith determination of the Purchaser to permit the Purchaser to comply with the provisions of Regulation AB, together with such assumptiondisclosures relating to the Servicer, modificationany Subservicer, consolidation or extension. In servicing any Third-Party Originator and administering the Mortgage Loans, or the Servicer shall employ procedures (including collection procedures) and exercise servicing of the same care that it customarily employs and exercises Mortgage Loans, reasonably believed by the Purchaser to be necessary in servicing and administering mortgage loans for its own account, giving due consideration order to Accepted Servicing Practices where effect such practices do not conflict with the requirements of this Agreement, and the Owner's reliance on the Servicercompliance.

Servicer to Act as Servicer. From and after each Commencement Date, the The Servicer, as an independent contractor, shall service and administer the related Mortgage Loans and shall have full power and authority, acting alonealone or through the utilization of a Subservicer or a Subcontractor, to do any and all things in connection with such servicing and administration which the Servicer may deem necessary or desirable, consistent with the terms of this Agreement and with Accepted Servicing Practices; provided that . The Servicer shall be responsible for any and all acts of a Subservicer or a Subcontractor, and the Servicer’s utilization of a Subservicer or a Subcontractor shall in no way relieve the liability of the Servicer shall not take under this Agreement. Consistent with the terms of this Agreement, the Servicer may waive, modify or vary any action that is inconsistent with or prejudices the rights and interests term of the Owner in any Mortgage Loan or under this Agreement. The consent to the postponement of strict compliance with any such term or in any manner grant indulgence to any Mortgagor if in the Servicer's reasonable and prudent determination such waiver, modification, postponement or indulgence is not materially adverse to the Owner, provided, however, the Servicer shall not make any future advances with respect to a Mortgage Loan and (unless Loan. Unless the Mortgagor is in default with respect to the Mortgage Loan or such default is, in the judgment of the Servicer, imminent and the Servicer has obtained the prior written consent of the Master Servicer) imminent, the Servicer shall not permit any modification of any material term of with respect to any Mortgage Loan including any modifications that would change the Mortgage Interest Rate, defer or forgive the payment of principal or interest, reduce or increase the outstanding principal balance (except for actual payments of principal) or change the final maturity date on such Mortgage Loan. Except with The Servicer shall request written consent from the Owner to permit such a modification and the Owner shall provide written permission consent or notify the Servicer of its objection to such modification within three (3) Business Days of its receipt 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's request. In the event of any such 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. The Servicer shall cause to be maintained for each Cooperative Loan a copy of the financing statements and shall file and such financing statements and continuation statements as necessary, in accordance with the Uniform Commercial Code applicable in the jurisdiction in which the related Cooperative Apartment is located, to perfect and protect the security interest and lien of the Owner. The Servicer is authorized and empowered by the Owner, pursuant to the instructions of the Owner, in its own name, when the Servicer believes it appropriate in its reasonable judgment to register any Mortgage Loan on the MERS® System, or cause the removal from the registration of any Mortgage Loan on the MERS® System, to execute and deliver, on behalf of the Owner, 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 Owner and its successors and assigns.

Servicer to Act as Servicer. From and after the date of this Agreement and each Commencement Servicing Transfer Date, the Servicer, as an independent contractor, shall service and administer the related group of Mortgage Loans and shall have full power and authority, acting alone, to do any and all things in connection with such servicing and administration which the Servicer may deem necessary or desirable, consistent with the terms of this Agreement and with Accepted Servicing Practices; . The Servicer shall only modify Mortgage Loans in accordance with Xxxxxx Xxx Guides and in the best interests of the Owner. From and after the date of this Agreement, Servicer shall assume responsibility under this Agreement to subservice and administer additional Mortgage Loans upon the delivery, generally in accordance with the Transfer Instructions, of the related New Loan Data File and all related Mortgage Loan documentation by or on behalf of Owner (including deliveries by the applicable prior servicer pursuant to directions by Owner) provided that any new Mortgage Loans that Owner desires to make subject to this Agreement meet the Eligibility Criteria then in effect, and further provided that Servicer shall not be required to accept any bulk transfer of Mortgage Loans with an aggregate unpaid principal balance greater than $3,500,000,000.00 (three billion five hundred million dollars), unless Owner provides at least sixty (60) days advance written notice to Servicer. Owner shall provide or cause to be provided by the applicable prior servicer, the New Loan Data File for each Mortgage Loan to Servicer promptly xxxx xxxxxxxx or origination of the Mortgage Loan by Owner. Owner will provide Servicer with the New Loan Data File for each Mortgage Loan no less than five (5) Business Days before Servicer is expected to perform subservicing on that Mortgage Loan. Owner shall notify Servicer within two (2) Business Days, in writing, of any changes in the information contained in the New Loan Data File. Owner agrees to provide Servicer, within two (2) Business Days after Servicer’s request, copies of the Mortgage Note, the Mortgage or any other documents Owner has with respect to a Mortgage Loan that Servicer deems reasonably necessary in connection with its performance of the Servicing of said Mortgage Loan. In servicing and administering the Mortgage Loans, the Servicer shall not take any action employ Accepted Servicing Practices except and to the extent that is inconsistent such practices conflict with or prejudices the rights and interests requirements of the Owner in any Mortgage Loan or under this Agreement. The Servicer shall retain adequate personnel to affect such servicing and administration of the Mortgage Loans. Owner and Servicer acknowledge and agree that the Servicer provides a service for the Owner for a fee and that the Servicer is not make the owner of the servicing rights or the Mortgage Loans under this Agreement. In the event that any future advances with respect to a Mortgage Loan and (unless the Mortgagor is in default with respect to the Mortgage Loan or such default isDefault or, in the judgment of the Servicer, imminent and a Default is reasonably foreseeable, the Servicer has obtained the prior written consent of the Master Servicer) the Servicer shall not permit , consistent with Accepted Servicing Practices, may also waive, modify or vary any modification of any material term of any such Mortgage Loan (including any modifications that would change the Mortgage Interest Rate, defer or forgive the payment of principal or interest, reduce capitalize any past due amounts owed under the Mortgage Loan by adding amounts in arrearage to the existing Stated Principal Balance of the Mortgage Loan (but only if the CLTV of such Mortgage Loan prior to such capitalization equals or increase exceeds 80%, or waive, in whole or in part, a prepayment penalty), waive a late payment fee, accept payment from the outstanding related Mortgagor of an amount less than the unpaid principal balance (except for actual payments of principal) or change the in final maturity date on such 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 satisfaction of such Mortgage Loan, or consent to the release postponement of strict compliance with any such term, otherwise grant indulgence to any Mortgagor, or any combination of the related Mortgagor from foregoing (any liability related to and all such Mortgage Loanwaivers, modifications, payment plans, variances, forgiveness of principal or interest, postponements, or indulgences collectively referred to herein as “Forbearance”) if in the release of any portion of, or interest in, Servicer’s reasonable and prudent determination such Forbearance is in the Mortgaged Property from the lien best interests of the related MortgageOwner. In The Servicer’s analysis supporting any Forbearance and the event conclusion that any Forbearance meets the standards 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 this section shall be reflected as appropriate 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 5.03Servicer’s records. 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 and documents necessary to carry out its servicing and administrative duties under this Agreement including but not limited to instruments in connection with foreclosures; 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 Within five (5) Business Days after request by the Servicer, the Owner shall furnish the Servicer with any powers of attorney substantially in the form of Exhibit 11 hereto and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. Promptly after Owner shall pay Servicer eighteen dollars ($18.00) for every loan, except for Mortgage Loans registered with MERS, that requires the execution Servicer to file a power of attorney to execute a payoff. The Servicer’s computer system shall clearly reflect the ownership of each Mortgage Loan. The Servicer shall release from its custody the contents of any assumption, modification, consolidation Servicing File retained by it only in accordance with applicable law and this Agreement or extension at the written direction of the Owner. With respect to the performance of any Mortgage Loanservice required to be provided for Servicer hereunder, but in no event later than including, without limitation, the Reporting Date in obtainment of credit report data, the month following provision of field or other inspections, the date provision of execution title-related services, and the sale or management of such instrumentREO properties, the Servicer shall forward may obtain such services from an Affiliate if such services are provided on a commercially reasonable basis with respect to the Master Servicer copies price and quality of such services. The Owner shall have the right at any documents evidencing such assumption, modification, consolidation time to transfer (i) one or extensionmore Mortgage Loans without assigning this Agreement to a successor Owner or (ii) the servicing with respect to one or more Mortgage Loans. In servicing and administering the Mortgage Loansconnection with any such transfer, the terms of this Agreement shall no longer govern the servicing of such Mortgage Loans from and after the related Transfer Out Date and Section 6.01(b) shall apply to any such transfer. Owner shall pay Servicer shall employ procedures (including collection procedures) the shipping costs 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 any extraordinary out-of-pocket expenses associated with the requirements transfer of this Agreement, and the Owner's reliance on the Servicersuch Mortgage Loan(s) transferred.

Servicer to Act as Servicer. From and after each Commencement Date, the Servicer, as an independent contractor, The Servicer shall service and administer the related Mortgage Loans in accordance with this Agreement and Accepted Servicing Procedures and the terms of the Mortgage Notes and Mortgages, and shall have full power and authority, acting alonealone or through sub-servicers or agents, to do or cause to be done any and all things in connection with such servicing and administration which the Servicer may deem necessary or desirable, desirable and consistent with the terms of this Agreement and Agreement. The Servicer may perform its servicing responsibilities through agents or independent contractors, but shall not thereby be released from any of its responsibilities hereunder. Consistent with Accepted Servicing Practices; provided that the terms of this Agreement, the Servicer shall not take may waive, modify or vary any action that is inconsistent with or prejudices the rights and interests term of the Owner in any Mortgage Loan or under this Agreement. The Servicer shall not make consent to the postponement of strict compliance with any future advances with respect such term or in any manner grant indulgence to a Mortgage Loan and any Mortgagor; provided, however, that (unless the Mortgagor is in default with respect to the Mortgage Loan Loan, or such default is, in the judgment of the Servicer, imminent imminent, and the Servicer has obtained the prior written consent of the Master ServicerPurchaser) the Servicer shall not permit any modification of any material term of with respect to any Mortgage Loan which materially and adversely affects the Mortgage Loan, including without limitation, any modifications modification that would change the Mortgage Interest Rate, defer or forgive the payment of any principal or interest, reduce or increase change the outstanding principal balance amount (except for actual payments of principal) or change ), make any future advances, extend the final maturity date on such or change the Mortgage Loan. Except with Interest Rate, as the written permission of the Master Servicercase may be, 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 in its own name or acting through sub-servicers or agents is hereby authorized and empoweredempowered by the Purchaser when the Servicer believes it appropriate and reasonable in its best judgment, to execute and deliver deliver, on behalf of itself and the OwnerPurchaser, 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 the Mortgaged Properties and to institute foreclosure proceedings or obtain a deed-in-lieu of foreclosure so as to convert the ownership of such properties, and to hold or cause to be held title to such properties, on behalf of the Purchaser pursuant to the Mortgaged Propertiesprovisions of Subsection 11.12. If reasonably The Servicer shall make all required by Servicing Advances and shall service and administer the Servicer, Mortgage Loans in accordance with applicable state and federal law and shall provide to the Owner Mortgagors any reports required to be provided to them thereby. The Purchaser shall furnish to the Servicer with any powers of attorney and other documents reasonably necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. Promptly after Notwithstanding anything to the execution contrary in this Agreement, the Purchaser may at any time and from time to time, in its sole discretion, upon written notice to the Seller, with respect to (1) any REO Property or (2) all Mortgage Loans that are 90 or more days delinquent as of any assumption, modification, consolidation or extension the date of such notice and any Mortgage Loan, but in no event later than the Reporting Date in the month Loans that subsequently become 90 or more days delinquent following the date of execution of such instrument, notice (for 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 purposes of this Agreement, and the Owner's reliance on the Servicer.paragraph such Mortgage

Servicer to Act as Servicer. From and after each Commencement Date, the The Servicer, as an independent contractorcontract servicer, shall service and administer the related Mortgage Loans in accordance with this Agreement and the normal and usual standards of practice of prudent mortgage lenders, and shall have full power and authority, acting alone, to do or cause to be done any and all things in connection with such servicing and administration which the Servicer may deem necessary or desirable, desirable and consistent with the terms of this Agreement Agreement. In servicing and with Accepted Servicing Practices; provided that administering the Mortgage Loans, the Servicer shall not take employ procedures including collection procedures and exercise the same care that it customarily employs and exercises in servicing and administering mortgage loans for its own account giving due consideration to accepted mortgage servicing practices of prudent lending institutions and the Purchaser’s reliance on the Servicer. Consistent with the terms of this Agreement, the Servicer may waive, modify or vary any action that is inconsistent with or prejudices the rights and interests term of the Owner in any Mortgage Loan or under this Agreement. The Servicer shall not make any future advances with respect to a Mortgage Loan and (unless the Mortgagor is in default with respect consent to the Mortgage Loan postponement of strict compliance with any such term or such default is, in any manner grant indulgence to any Mortgagor if in the judgment of Servicer’s reasonable and prudent determination such waiver, modification, postponement or indulgence is not materially adverse to the ServicerPurchaser; provided, imminent and the Servicer has obtained the prior written consent of the Master Servicer) however, that the Servicer shall not permit any modification of any material term of with respect to any Mortgage Loan including any modifications that would change decrease the Mortgage Interest RateRate (other than by adjustments required by the terms of the Mortgage Note), defer or forgive the payment thereof or of any principal or interestinterest payments, reduce or increase the outstanding principal balance amount (except for actual payments of principal) ), make future advances or change extend the final maturity date on such Mortgage LoanLoan without the Purchaser’s prior written consent. Except with The Servicer may permit forbearance or allow for suspension of Monthly Payments in either case for up to one hundred and eighty (180) days if the written permission Mortgagor is in default or the Servicer determines in its reasonable discretion that default is imminent and if the Servicer determines that granting such forbearance or suspension is in the best interest of the Master ServicerPurchaser, no modificationprovided, recast, extension, or capitalization of delinquent payments of a Mortgage Loan that any such agreement shall be permitted. Where applicable, approved by the Servicer must satisfy all requirements under the applicable PMI Policy and/or holder of any applicable related LPMI Policy regarding the relief granted with respect to a delinquent or Primary Mortgage LoanInsurance Policy, including, without limitation, securing the prior written consent of the respective Qualified Insurer regarding any change in any term of if required under 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 Mortgagepolicy. In the event of that any modification such modification, forbearance or suspension as permitted hereunder which permits above allows the deferral of interest or principal payments on any Mortgage Loan, the Servicer shall, on the Business Day immediately preceding the Remittance Date shall include in each remittance for any month in which any such principal or interest payment has been deferreddeferred (without giving effect to such modification, deposit in forbearance or suspension) an amount equal to, as the Custodial Account from its own fundscase may be, in accordance with Section 5.03, the difference between (a) such month's ’s principal and one (1) month's ’s interest at the Mortgage Loan Remittance Rate on the then unpaid principal balance of such the Mortgage Loan and (b) the amount paid by the Mortgagor. The Servicer shall be entitled to reimbursement for such advances only to the same extent as for all other advances Monthly Advances made pursuant to Section 5.03Subsection 11.19. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered, empowered to execute and deliver on behalf of itself itself, and the OwnerPurchaser, 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 PropertiesProperty. If reasonably required by the Servicer, the Owner Purchaser 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 The Servicer shall forward accurately and fully report its Mortgagor Credit files related to the Master Servicer copies of any documents evidencing such assumptionMortgage Loans to Equifax, modification, consolidation or extension. In servicing Transunion and administering the Mortgage Loans, the Servicer shall employ procedures (including collection procedures) and exercise the same care that it customarily employs and exercises Experian 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 Servicera timely manner.

Servicer to Act as Servicer. From and after each Commencement Date, the Servicer, as an independent contractorcontact servicer, shall service and administer the related Mortgage Loans in accordance with this Agreement and the normal and usual standards of practice of prudent mortgage lenders, and shall have full power and authority, acting alone, to do or cause to be done any and all things in connection with such servicing and administration which the that Servicer may deem necessary or desirable, desirable and consistent with the terms of this Agreement and Agreement. Consistent with Accepted Servicing Practices; provided that the terms of this Agreement, Servicer shall not take may waive, modify or vary any action that is inconsistent with or prejudices the rights and interests term of the Owner in any Mortgage Loan or under this Agreement. The Servicer shall not make any future advances with respect to a Mortgage Loan and (unless the Mortgagor is in default with respect consent to the Mortgage Loan postponement of strict compliance with any such term or such default isin any manner grant indulgence to any Mortgagor if, in the judgment of the Servicer’s reasonable and prudent determination, imminent and the Servicer has obtained the prior written consent of the Master Servicer) the such waiver, modification, postponement or indulgence is not materially adverse to Owner; provided, however, that Servicer shall not permit any modification of any material term of with respect to any Mortgage Loan including any modifications that would change the Mortgage Interest Rate, defer or forgive the payment of any principal or interestinterest payments, reduce make future advances or increase the outstanding principal balance (except for actual payments of principal) or change extend the final maturity date on such 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 PropertiesProperty. If reasonably required by the ServicerOwner has provided and shall, the Owner shall as necessary, promptly furnish the Servicer with any such powers of attorney (a form of which is attached hereto as Exhibit A) as are necessary and appropriate and with such other documents as are 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) procedures and exercise the same care that it customarily employs and exercises in servicing and administering mortgage loans for its own account, account giving due consideration to Accepted Servicing Practices where such accepted mortgage servicing practices do not conflict with the requirements of this Agreement, prudent lending institutions and the Owner's ’s reliance on the Servicer.

Servicer to Act as Servicer. From and after each Commencement Date, the Servicer, as an independent contractor, The Servicer shall service and administer the related Mortgage Loans in accordance with this Agreement and Accepted Servicing Procedures and the terms of the Mortgage Notes and Mortgages, and shall have full power and authority, acting alonealone or through sub-servicers or agents, to do or cause to be done any and all things in connection with such servicing and administration which the Servicer may deem necessary or desirable, desirable and consistent with the terms of this Agreement and Agreement. The Servicer may perform its servicing responsibilities through agents or independent contractors, but shall not thereby be released from any of its responsibilities hereunder. Consistent with Accepted Servicing Practices; provided that the terms of this Agreement, the Servicer shall not take may waive, modify or vary any action that is inconsistent with or prejudices the rights and interests term of the Owner in any Mortgage Loan or under this Agreement. The Servicer shall not make consent to the postponement of strict compliance with any future advances with respect such term or in any manner grant indulgence to a Mortgage Loan and any Mortgagor; provided, however, that (unless the Mortgagor is in default with respect to the Mortgage Loan Loan, or such default is, in the judgment of the Servicer, imminent imminent, and the Servicer has obtained the prior written consent of the Master ServicerPurchaser) the Servicer shall not permit any modification of any material term of with respect to any Mortgage Loan which materially and adversely affects the Mortgage Loan, including without limitation, any modifications modification that would change the Mortgage Interest Rate, defer or forgive the payment of any principal or interest, reduce or increase change the outstanding principal balance amount (except for actual payments of principal) or change ), make any future advances, extend the final maturity date on or change the Mortgage Interest Rate, as the case may be, with respect to such Mortgage Loan. Except with Notwithstanding the written permission of foregoing, the Master ServicerServicer shall not waive any Prepayment Penalty or portion thereof unless (i) the enforceability thereof shall have been limited by bankruptcy, no modificationinsolvency, recastmoratorium, extensionreceivership or other similar laws relating to creditors’ rights generally or is otherwise prohibited by law, or capitalization (ii) the enforceability thereof shall have been permanently limited due to acceleration in connection with a foreclosure or other involuntary payment or (iii) in the Servicer’s reasonable judgment, (x) such waiver relates to a default or a reasonably foreseeable default, (y) such waiver would maximize recovery of delinquent payments total proceeds taking into account the value of such Prepayment Penalty and related Mortgage Loan and (z) doing so is standard and customary in servicing Mortgage Loans (including any waiver of a Prepayment Penalty in connection with a refinancing of a Mortgage Loan shall be permittedthat is related to a default or reasonably foreseeable default). Where applicableExcept as provided in the preceding sentence, in no event will the Servicer waive a Prepayment Penalty in connection with a refinancing of a Mortgage Loan that is not related to a default or a reasonably foreseeable default. If the Servicer waives or does not collect all or a portion of a Prepayment Penalty relating to a Principal Prepayment in full or in part due to any action or omission of the Servicer, other than as permitted above, the Servicer must satisfy all requirements under shall deposit from its own funds without any right of reimbursement therefor 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 amount of such Mortgage Loan, Prepayment Penalty (or such portion thereof as had been waived for deposit) into the release Custodial Account for distribution in accordance with the terms 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 Mortgagethis Agreement. In connection with any waiver of a Prepayment Penalty by the event of any modification permitted hereunder which permits the deferral of interest or principal payments on any Mortgage LoanServicer, the Servicer shall, on the Business Day immediately preceding the Remittance Date shall account for such waiver 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 monthly reports as agreed upon by the Mortgagor. The Servicer shall be entitled to reimbursement for such advances to and the same extent as for all other advances made pursuant to Section 5.03Purchaser. Without limiting the generality of the foregoing, the Servicer shall continue, and in its own name or acting through sub-servicers or agents is hereby authorized and empoweredempowered by the Purchaser when the Servicer believes it appropriate and reasonable in its best judgment, to execute and deliver deliver, on behalf of itself and the OwnerPurchaser, 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 the Mortgaged Properties and to institute foreclosure proceedings or obtain a deed-in-lieu of foreclosure so as to convert the ownership of such properties, and to hold or cause to be held title to such properties, on behalf of the Purchaser pursuant to the Mortgaged Propertiesprovisions of Subsection 11.12. If reasonably The Servicer shall make all required by Servicing Advances and shall service and administer the Servicer, Mortgage Loans in accordance with applicable state and federal law and shall provide to the Owner Mortgagors any reports required to be provided to them thereby. The Purchaser shall furnish to the Servicer with any powers of attorney and other documents reasonably necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. Promptly after Notwithstanding anything to the execution contrary in this Agreement, the Purchaser may at any time and from time to time, in its sole discretion, upon written notice to the Seller, with respect to (1) any REO Property or (2) all Mortgage Loans that are 90 or more days delinquent as of any assumption, modification, consolidation or extension the date of such notice and any Mortgage Loan, but in no event later than the Reporting Date in the month Loans that subsequently become 90 or more days delinquent following the date of execution such notice (for the purposes of this paragraph 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, “Delinquent Mortgage Loans”), either (i) terminate the Seller’s servicing obligations hereunder with respect to such REO Properties and Delinquent Mortgage Loans, upon reimbursement of any unreimbursed advances owed to the Servicer and payment of the termination fee referred to in Subsection 14.02, or (ii) assume the absolute right to direct the Seller to take such actions with respect to such REO Property and Delinquent Mortgage Loans as the Seller would otherwise be able to undertake pursuant to Subsection 11.12. Upon the effectiveness of any such termination of the Seller’s servicing obligations with respect to any such REO Property or Delinquent Mortgage Loan, the Seller shall employ procedures (including collection procedures) deliver all agreements, documents, and exercise instruments related thereto to the same care that it customarily employs and exercises Purchaser, in servicing and administering mortgage loans for its own account, giving due consideration to accordance with Accepted Servicing Practices where such practices do not conflict Procedures and applicable law and shall transfer servicing to the Purchaser’s designee in accordance with the requirements of this Agreement, and the Owner's reliance on the ServicerAcceptable Servicing Procedures.

Servicer to Act as Servicer. From With respect to the Mortgage Loans in each Mortgage Loan Package, from and after each Commencement Datethe date set forth in the applicable Commitment Letter, the Servicer, as an independent contractor, shall service and administer the related Mortgage Loans Loans, pursuant to the terms of this Agreement, under the Servicer’s name on a scheduled/scheduled basis, and shall have full power and authority, acting alone, authority to do any and all things in connection with such servicing and administration which the Servicer may deem necessary or desirable, consistent with the terms of this Agreement and with Accepted Servicing Practices; provided that the . The Servicer shall not take any action that is inconsistent with or prejudices acknowledge by email to the rights Owner its receipt of each Mortgage Loan Schedule and interests the Servicer’s assumption of the Owner in any servicing responsibilities with respect to the related Mortgage Loan or under Package; provided, that each Mortgaged Loan Package will become subject to this AgreementAgreement only upon the execution and delivery of the Commitment Letter by both the Owner and the Servicer. The Servicer shall provide the Owner with a description of its modification plan types. The Servicer shall not make enter into any future advances modification plan which is not a modification plan type approved by the Owner. Unless provided herein, Owner shall delegate authority to the Servicer to carry out its servicing and administration duties without obtaining Owner’s prior written approval. Notwithstanding anything in this Agreement to the contrary, the Servicer shall not (i) permit any modification with respect to a any Mortgage Loan and that would change the Mortgage Interest Rate, reduce or increase the principal balance (unless except for reductions resulting from actual payments of principal) or change the final maturity date on such Mortgage Loan (except for (A) a reduction of interest payments resulting from the application of the Servicemembers’ Civil Relief Act or any similar state laws, or (B) as provided in the following paragraph, the Mortgagor is in default with respect to the Mortgage Loan or such default is, in the judgment of the Servicer, imminent reasonably foreseeable) or (ii) except as provided in the following paragraph, waive any Prepayment Penalty. Consistent with the terms of this Agreement and Accepted Servicing Practices, the Servicer has obtained may (i) waive any late payment charge or, if applicable, any penalty interest, or (ii) extend the prior written consent due dates for the Monthly Payments due on a Mortgage Note for a period of not greater than 180 days; provided, that any extension pursuant to clause (ii) above shall not affect the Master Serviceramortization schedule of any Mortgage Loan for purposes of any computation hereunder, except as provided below. In the event of any such arrangement pursuant to clause (ii) above, the Servicer shall make timely advances on such Mortgage Loan during such extension pursuant to Section 3.04 and in accordance with the amortization schedule of such Mortgage Loan without modification thereof by reason of such arrangements, provided that the Servicer shall not permit be required to make any modification of any material term of such advances that are Nonrecoverable Advances. Notwithstanding the foregoing, in the event that any Mortgage Loan is in default or, in the judgment of the Servicer, such default is reasonably foreseeable, the Servicer, consistent with the standards set forth in this Agreement and Accepted Servicing Practices, may also waive, modify or vary any term of such Mortgage Loan (including any modifications that would change the Mortgage Interest Rate, defer or forgive the payment of principal or interest, reduce or increase the outstanding principal balance (except for actual payments of principal) or change extend the final maturity date on of such Mortgage Loan. Except with Loan or waive, in whole or in part, a Prepayment Penalty), accept payment from the written permission related Mortgagor of an amount less than 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 Stated Principal Balance in any term final satisfaction of such Mortgage Loan, or consent to the release postponement of strict compliance with any such term or otherwise grant indulgence to any Mortgagor (any and all such waivers, modifications, variances, forgiveness of principal or interest, postponements, or indulgences collectively referred to herein as “forbearance”); provided, however, that the terms of any Mortgage Loan may only be waived, modified, varied or forgiven once without the consent 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 Owner while the Mortgage Loan Remittance Rate on remains outstanding. The Servicer’s analysis supporting any forbearance and the unpaid principal balance conclusion that any forbearance meets the standards of such Mortgage Loan and (b) this section shall be reflected in writing in the amount paid by the MortgagorServicing File. 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, 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 a fully executed Power of attorney Attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. Promptly after Servicer may request the execution consent of Owner in writing by certified mail, overnight courier or such other means as may be agreed to by the parties to a course of action that Servicer proposes to take under this Agreement. Unless Owner shall give written notice to Servicer that it objects to any assumptionrecommended course of action within ten (10) Business Days immediately following the day on which Owner received Servicer’s written consent request (together with its recommended course of action and relevant supporting documentation), modificationOwner shall be deemed to have consented to such recommended course of action, consolidation and Servicer may take the action recommended to Owner, unless Servicer determines, in its reasonable discretion, that such action is no longer prudent or extension applicable and the Servicer notifies the Owner of such decision not to act. In the event that Owner shall object to Servicer’s recommended course of action, Servicer shall take such action as is required by Owner, and Servicer shall have no liability therefor if it is not negligent in performing such action. Further, to the extent Servicer has provided Owner with reasonably timely notice, Owner shall indemnify and hold harmless Servicer from and against any Mortgage Loanpenalty, but in no event later than fine or damages that may result from Owner’s decision to wait for any period of time up to ten (10) Business Days before providing Servicer with direction as to the Reporting Date course of action to be taken as permitted in the month following second immediately preceding sentence. In addition, notwithstanding the date of execution of such instrumentforegoing, the Servicer may also waive, in whole or in part, a Prepayment Penalty if such Prepayment Penalty is (i) not permitted to be collected by applicable law, or (ii) the enforceability thereof is limited (1) by bankruptcy, insolvency, moratorium, receivership or other similar laws relating to creditor’s rights or (2) due to acceleration in connection with a foreclosure or other involuntary payment. If a Prepayment Penalty is waived other than as permitted above, then the Servicer is required to deposit the amount of such waived Prepayment Penalty into the Custodial Account together with and at the time that the amount prepaid on the related Mortgage Loan is required to be deposited into the Custodial Account; provided, however, that the Servicer shall forward not have an obligation to pay the Master Servicer copies amount of any documents evidencing uncollected Prepayment Penalty if the failure to collect such assumption, modification, consolidation amount is the direct result of inaccurate or extensionincomplete information on the Mortgage Loan Schedule in effect at such time. 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 procedures do not conflict with the requirements of this Agreement, and the Owner's ’s reliance on the Servicer. In addition, the Servicer shall retain adequate personnel to effect such servicing and administration of the Mortgage Loans. The Owner may sell and transfer, in whole or in part, some or all of the Mortgage Loans at any time and from time to time (including, without limitation, in connection with a Securitization Transfer). Upon any such sale, the Servicer shall execute and deliver an Assignment, Assumption and Recognition Agreement; provided, that the Servicer shall not be obligated to recognize the transferee of such Mortgage Loans as the assignee of the rights of the Owner hereunder with respect to such Mortgage Loans unless such transferee executes and delivers such Assignment, Assumption and Recognition Agreement. Upon such execution, the Servicer shall xxxx its books and records to reflect the ownership of the Mortgage Loans by such transferee. Upon such assignment of rights and assumption of obligations, the assignee or designee shall accede to the rights and obligations hereunder of the Owner with respect to the transferred Mortgage Loans, except as otherwise set forth in the Assignment, Assumption and Recognition Agreement, and the Owner shall be released from its obligations hereunder accruing on and after the date of such transfer, but shall remain liable for any obligations hereunder accruing prior to the date of such transfer. Notwithstanding the foregoing, there shall not be more than three Owners of the Mortgage Loans with respect to any particular Mortgage Loan Package inclusive of the Mortgage Loans included in a Securitization Transfer. The Servicer shall notify MERS of the ownership interest of Owner in each MOM Loan through the MORNET system or MIDANET system, as applicable, or any other comparable system acceptable to MERS. At any time during the term of this Agreement, Owner may direct Servicer to cause any MOM Loan to be deactivated from the MERS System. The Servicing File maintained by the Servicer pursuant to this Agreement shall be appropriately marked and identified in the Servicer’s computer system to clearly reflect the ownership of the related Mortgage Loan by the Owner. The Servicer shall release from its custody the contents of any Servicing File maintained by it only in accordance with this Agreement. The Servicer shall be responsible for the actions of any vendors which the Servicer utilizes to carry out its obligations hereunder and any fees paid to such vendors shall be paid by the Servicer from its own funds.

Servicer to Act as Servicer. From and after each Commencement Date, the The Servicer, as an independent contractorcontract servicer, shall service and administer the related Mortgage Loans in accordance with this Agreement and with Accepted Servicing Practices (giving due consideration to the Owner's reliance on the Servicer), and shall have full power and authority, acting alone, to do or cause to be done any and all things in connection with such servicing and administration which the Servicer may deem necessary or desirable, desirable and consistent with the terms of this Agreement and with Accepted Servicing Practices; provided that . If reasonably required by the Servicer, the Owner shall furnish the Servicer shall not take with any action that is inconsistent powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. Consistent with or prejudices the rights and interests terms of this Agreement, the Servicer may, with the consent of the Owner in NIMs Insurer, waive, modify or vary any term of any Mortgage Loan or under this Agreement. The Servicer shall consent to the postponement of any such term or in any manner grant indulgence to any Mortgagor if in the Servicer's reasonable and prudent determination such waiver, modification, postponement or indulgence is not make any future advances with respect materially adverse to a Mortgage Loan and (the Owner; provided, however, that unless the related Mortgagor is in default with respect to the Mortgage Loan or such default is, in the judgment of the Servicer, imminent and the Servicer has obtained the prior written consent of the Master Servicer) reasonably foreseeable, the Servicer shall not permit any modification of any material term of with respect to any Mortgage Loan including any modifications that would change the Mortgage Interest Rate, defer or forgive the payment of principal or interest, reduce or increase the outstanding principal balance (except for actual payments of principal) or change the final maturity date on such Mortgage Loan. Except with , and, provided further, that 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 NIMs Insurer's prior written consent shall be required for any modification, waiver or amendment if the aggregate number of outstanding Mortgage Loans which have been modified, waived or amended exceeds 5% of the respective Qualified Insurer regarding any change in any term number of such Mortgage Loan, the release Loans subject to this Agreement as 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 MortgageEffective Date. In the event of any such 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 related Remittance Date in any month in which any such principal or interest payment has been deferred, deposit in the Custodial Account from its own funds, in accordance with Section 4.04 and Section 5.03, the difference between (a) such month's principal and one month's interest at the related 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 5.034.05. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered, to prepare, execute and deliver on behalf of itself and the Ownerdeliver, 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 Notwithstanding anything in this Agreement to the Servicercontrary, 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 instrumentif a REMIC election is made, the Servicer shall forward not (unless the related Mortgagor is in default with respect to the Master Servicer copies Mortgage Loan or such default is, in the judgment of the Servicer, reasonably foreseeable) make or permit any modification, waiver or amendment of any documents evidencing term of any Mortgage Loan that would both (i) effect an exchange or reissuance of such assumptionMortgage Loan under Section 1001 of the Code (or Treasury regulations promulgated thereunder) and (ii) cause the related REMIC to fail to qualify as a REMIC under the Code or the imposition of any tax on "prohibited transactions" or "contributions" after the "startup date" of such REMIC under the REMIC Provisions. The Servicer shall perform all of its servicing responsibilities hereunder or may, modificationwith the consent of the NIMs Insurer, consolidation cause a subservicer to perform any such servicing responsibilities on its behalf, but the use by the Servicer of a subservicer shall not release the Servicer from any of its obligations hereunder and the Servicer shall remain responsible hereunder for all acts and omissions of each subservicer as fully as if such acts and omissions were those of the Servicer. Any such subservicer must be a Xxxxxx Xxx approved seller/servicer or extensiona Xxxxxxx Mac approved seller/servicer in good standing and no event shall have occurred, including but not limited to, a change in insurance coverage, which would make it unable to comply with the eligibility requirements for seller/servicers imposed by Xxxxxx Xxx or Xxxxxxx Mac, or which would require notification to Xxxxxx Mae or Xxxxxxx Mac. The Servicer shall pay all fees and expenses of each subservicer from its own funds, and a subservicer's fee shall not exceed the Servicing Fee. At the cost and expense of the Servicer, without any right of reimbursement from the Custodial Account, with the consent of the NIMs Insurer, the Servicer shall be entitled to terminate the rights and responsibilities of a subservicer and arrange for any servicing responsibilities to be performed by a successor subservicer meeting the requirements in the preceding paragraph; provided, however, that nothing contained herein shall be deemed to prevent or prohibit the Servicer, at the Servicer's option, with the consent of the NIMs Insurer, from electing to service the related Mortgage Loans itself. In the event that the Servicer's responsibilities and duties under this Agreement are terminated pursuant to Section 8.04, 9.01 or 10.01, and if requested to do so by the Owner or the NIMs Insurer, the Servicer shall at its own cost and expense terminate the rights and responsibilities of each subservicer effective as of the date of termination of the Servicer. The Servicer shall pay all fees, expenses or penalties necessary in order to terminate the rights and responsibilities of each subservicer from the Servicer's own funds without reimbursement from the Owner. Each subservicing agreement shall provide that a successor servicer shall have the option to terminate such agreement with payment of any fees if the predecessor Servicer is terminated or resigns. Notwithstanding any of the provisions of this Agreement relating to agreements or arrangements between the Servicer and a subservicer or any reference herein to actions taken through a subservicer or otherwise, the Servicer shall not be relieved of its obligations to the Owner and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage Loans. The Servicer shall be entitled to enter into an agreement with a subservicer for indemnification of the Servicer by the subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Any subservicing agreement and any other transactions or services relating to the Mortgage Loans involving a subservicer shall be deemed to be between such subservicer and Servicer alone, and the Owner shall have no obligations, duties or liabilities with respect to such Subservicer including no obligation, duty or liability of Owner to pay such subservicer's fees and expenses. For purposes of distributions and advances by the Servicer pursuant to this Agreement, 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 be deemed to Accepted Servicing Practices where have received a payment on a Mortgage Loan when a subservicer has received such practices do not conflict with the requirements of this Agreement, and the Owner's reliance on the Servicerpayment.

Servicer to Act as Servicer. From and after each Commencement Date, the The Servicer, as an independent contractorcontract servicer, shall service and administer the related Mortgage Loans in accordance with this Agreement and with Accepted Servicing Practices (giving due consideration to the Owner's reliance on the Servicer), and shall have full power and authority, acting alone, to do or cause to be done any and all things in connection with such servicing and administration which the Servicer may deem necessary or desirable, desirable and consistent with the terms of this Agreement and with Accepted Servicing Practices; provided Practices and shall exercise the same care that it customarily employs for its own account. Except as set forth in this Agreement, the Servicer shall not take any action that is inconsistent service the Mortgage Loans in accordance with or prejudices Accepted Servicing Practices in compliance with the rights and interests servicing provisions of the Xxxxxx Xxx Guide, which include, but are not limited to, provisions regarding the liquidation of Mortgage Loans, the collection of Mortgage Loan payments, the payment of taxes, insurance and other charges, the maintenance of hazard insurance with a Qualified Insurer, the maintenance of fidelity bond and errors and omissions insurance, inspections, the restoration of Mortgaged Property, the maintenance of Primary Mortgage Insurance Policies, insurance claims, and title insurance, management of REO Property, permitted withdrawals with respect to REO Property, liquidation reports, and reports of foreclosures and abandonments of Mortgaged Property, the transfer of Mortgaged Property, the release of Mortgage Loan Documents, annual statements, and examination of records and facilities. In the event of any conflict, inconsistency or discrepancy between any of the servicing provisions of this Agreement and any of the servicing provisions of the Xxxxxx Mae Guide, the provisions of this Agreement shall control and be binding upon the Owner and the Servicer. The Owner shall, upon reasonable request, deliver powers-of-attorney to the Servicer sufficient to allow the Servicer as servicer to execute all documentation requiring execution on behalf of Owner with respect to the servicing of the Mortgage Loans, including satisfactions, partial releases, modifications and foreclosure documentation or, in the alternative, shall as promptly as reasonably possible, execute and return such documentation to the Servicer. Consistent with the terms of this Agreement, the Servicer may waive, modify or vary any term of any Mortgage Loan or under this Agreement. The Servicer shall not make any future advances with respect to a Mortgage Loan and (unless the Mortgagor is in default with respect consent to the Mortgage Loan postponement of any such term or such default is, in any manner grant indulgence to any Mortgagor if in the judgment of Servicer's reasonable and prudent determination such waiver, modification, postponement or indulgence is not materially adverse to the ServicerOwner, imminent and provided, however, that unless the Servicer has obtained the prior written consent of the Master Servicer) Owner, the Servicer shall not permit any modification of any material term of with respect to any Mortgage Loan including any modifications that would change the Mortgage Interest Rate, defer or forgive the payment of principal or interest, reduce or increase the outstanding principal balance (except for actual payments of principal) or change the final maturity date on such 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 such modification permitted hereunder which has been agreed to in writing by the Owner and which permits the deferral of interest or principal payments on any Mortgage Loan, the Servicer shall, on the Business Day immediately preceding the related Remittance Date in any month in which any such principal or interest payment has been deferred, deposit in the Custodial Account from its own funds, in accordance with Section 4.04 and Section 5.03, the difference between (a) such month's principal and one month's interest at the related 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 5.034.05. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered, to prepare, execute and deliver on behalf of itself and the Ownerdeliver, 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 The Servicer shall perform all of its servicing responsibilities hereunder or may, with the Owner's prior written approval, cause a subservicer to perform any such servicing responsibilities on its behalf, but the use by the Servicer of a subservicer shall not release the Servicer from any of its obligations hereunder and the Servicer shall remain responsible hereunder for all acts and omissions of each subservicer as fully as if such acts and omissions were those of the Servicer. Any such subservicer that the Owner shall be requested to consent to must be a Xxxxxx Xxx approved seller/servicer or a Xxxxxxx Mac seller/servicer in good standing and no event shall have occurred, including but not limited to, a change in insurance coverage, which would make it unable to comply with the eligibility requirements for lenders imposed by Xxxxxx Xxx or for seller/servicers by Xxxxxxx Mac, or which would require notification to Xxxxxx Xxx or Xxxxxxx Mac. The Servicer shall pay all fees and expenses of each subservicer from its own funds, and a subservicer's fee shall not exceed the Servicing Fee. At the cost and expense of the Servicer, without any right of reimbursement from 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 instrumentCustodial Account, the Servicer shall forward be entitled to terminate the rights and responsibilities of a subservicer and arrange, with the Owner's prior written approval, for any servicing responsibilities to be performed by a successor subservicer meeting the requirements in the preceding paragraph, provided, however, that nothing contained herein shall be deemed to prevent or prohibit the Servicer, at the Servicer's option, from electing to service the related Mortgage Loans itself. In the event that the Servicer's responsibilities and duties under this Agreement are terminated pursuant to Section 8.04, 9.01 or 10.01, and if requested to do so by the Owner, the Servicer shall at its own cost and expense terminate the rights and responsibilities of each subservicer effective as of the date of termination of the Servicer. The Servicer shall pay all fees, expenses or penalties necessary in order to terminate the rights and responsibilities of each subservicer from the Servicer's own funds without reimbursement from the Owner. Notwithstanding any of the provisions of this Agreement relating to agreements or arrangements between the Servicer and a subservicer or any reference herein to actions taken through a subservicer or otherwise, the Servicer shall not be relieved of its obligations to the Master Servicer copies of any documents evidencing such assumption, modification, consolidation or extension. In Owner and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage Loans. The Servicer shall be entitled to enter into an agreement with a subservicer for indemnification of the Servicer by the subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Any subservicing agreement and any other transactions or services relating to the Mortgage Loans involving a subservicer shall be deemed to be between such subservicer and Servicer alone, and the Owner shall have no obligations, duties or liabilities with respect to such Subservicer including no obligation, duty or liability of Owner to pay such subservicer's fees and expenses. For purposes of distributions and advances by the Servicer pursuant to this Agreement, 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 be deemed to Accepted Servicing Practices where have received a payment on a Mortgage Loan when a subservicer has received such practices do not conflict with the requirements of this Agreement, and the Owner's reliance on the Servicerpayment.

Servicer to Act as Servicer. From and after each Commencement As of the Reconstitution Date, the Servicer, as an independent contractor, shall service and administer the related Mortgage Loans on behalf of the Owner and shall have full power and authority, acting alonealone or through the utilization of a Subservicer or a Subcontractor, to do any and all things in connection with such servicing and administration which the Servicer may deem necessary or desirable, consistent with the terms of this Agreement and with Accepted Servicing Practices; provided that Practices and, in the case of any Mortgage Loan transferred to a REMIC, with the REMIC Provisions. The Servicer shall be responsible for any and all acts of a Subservicer and a Subcontractor, and the Servicer's utilization of a Subservicer or a Subcontractor shall in no way relieve the liability of the Servicer shall not take under this Agreement. Consistent with the terms of this Agreement and subject to the REMIC Provisions if a Mortgage Loan has been transferred to a REMIC, the Servicer may waive, modify or vary any action that is inconsistent with or prejudices the rights and interests term of the Owner in any Mortgage Loan or under this Agreement. The consent to the postponement of strict compliance with any such term or in any manner grant indulgence to any Mortgagor if in the Servicer's reasonable and prudent determination such waiver, modification, postponement or indulgence is not materially adverse to the Owner, provided, however, the Servicer shall not make any future advances advances, other than Servicing Advances with respect to a Mortgage Loan. The Servicer shall not permit any modification with respect to any Mortgage Loan and that would add any Servicing Advances or costs related thereto to the outstanding principal balance. The Servicer shall not permit any modification with respect to any Mortgage Loan that would change the Mortgage Interest Rate, defer or forgive the payment of principal (except for actual payments of principal) or change the final maturity date on such Mortgage Loan, unless the Mortgagor is in default with respect to the Mortgage Loan or such default is, in the judgment of the Servicer, imminent and imminent. In the Servicer has obtained the prior written consent of the Master Servicer) event that no default exists or is imminent, the Servicer shall not request written consent from the Owner to permit any such a modification and the Owner shall provide written consent or notify the Servicer of any material term its objection to such modification within three (3) Business Days of any Mortgage Loan including any modifications that would change the Mortgage Interest Rate, defer or forgive the payment of principal or interest, reduce or increase the outstanding principal balance (except for actual payments of principal) or change the final maturity date on such Mortgage Loan. Except with the written permission its receipt 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's request. In the event of any such 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 Servicer, within three (3) Business Days of Servicer's request, 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 Servicer is authorized and empowered by the execution of Owner, in its own name, when the Servicer believes it appropriate in its reasonable judgment to register any assumptionMortgage Loan on the MERS System, modification, consolidation or extension cause the removal from MERS registration of any Mortgage LoanLoan on the MERS System, but in no event later than to execute and deliver, on behalf of the Reporting Date Owner, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the month following name of MERS, solely as nominee for 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 extensionOwner and its successors and assigns. 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 similar mortgage loans for its own accountsimilar investors, 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. The Servicer shall cause to be maintained for each Cooperative Loan a copy of the financing statements and shall file any such financing statements and continuation statements as necessary, in accordance with the Uniform Commercial Code applicable in the jurisdiction in which the related Cooperative Apartment is located, to perfect and protect the security interest and lien of the Owner. Notwithstanding anything to the contrary contained herein, the Servicer shall not waive a Prepayment Penalty except under the following circumstances: (i) such waiver relates to a reasonably foreseeable default and would, in the reasonable judgment of the Servicer, maximize recovery of total proceeds taking into account the value of such Prepayment Penalty and the related Mortgage Loan; or (ii) the Servicer obtains a written Opinion of Counsel, which may be in-house counsel for the Servicer, opining that any Prepayment Penalty or charge is not legally enforceable in the circumstances under which the related Principal Prepayment occurs. In the event the Servicer waives any Prepayment Penalty, other than as set forth in (i) and (ii) above, the Servicer shall deposit the amount of any such Prepayment Penalty in the Custodial Account for distribution to the Owner on the next Remittance Date.

Servicer to Act as Servicer. From and after each Commencement Date, the The Servicer, as an independent contractorcontract servicer, shall service and administer the related Mortgage Loans in accordance with this Agreement and the normal and usual standards of practice of sub-prime mortgage servicers servicing similar mortgage loans in the same respective jurisdictions as the Mortgaged Properties, and shall have full power and authority, acting alone, to do or cause to be done any and all things in connection with such servicing and administration which the Servicer may deem necessary or desirable, desirable and consistent with the terms of this Agreement and (the "Servicing Standards"). Consistent with Accepted Servicing Practicesthe terms of this Agreement, the 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 in the Servicer's reasonable determination such waiver, modification, postponement or indulgence is not materially adverse to the Certificateholders; provided provided, however, that the Servicer shall not take any action that is inconsistent with or prejudices the rights and interests of the Owner in any Mortgage Loan or under this Agreement. The Servicer shall not make any future advances with respect to a Mortgage Loan and (unless the Mortgagor is in default with respect to the Mortgage Loan or such default is, in the judgment of the Servicer, imminent and the Servicer has obtained the prior written consent of the Master Servicerreasonably foreseeable) the Servicer shall not permit any modification of any material term of with respect to any Mortgage Loan including any modifications that would (i) change the Mortgage Interest Rate, defer or forgive the payment thereof of any principal or interestinterest payments, reduce or increase the outstanding principal balance amount (except for actual payments of principal) or change extend the final maturity date on such 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 (ii) affect adversely the release status of any portion of, REMIC created hereunder as a REMIC or interest in, (iii) cause any REMIC created hereunder to be subject to a tax on "prohibited transactions" or "contributions" pursuant to the Mortgaged Property from REMIC Provisions. Notwithstanding 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 Loanforegoing, the Servicer shall, on the Business Day immediately preceding the Remittance Date in shall not permit any month in which modification with respect to 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 that would both (x) effect an exchange or reissuance of such Mortgage Loan under Section 1.860G-2(b) of the Treasury Regulations and (by) cause any REMIC constituting part of the amount paid by Trust Fund to fail to qualify as a REMIC under the Mortgagor. The Servicer shall be entitled to reimbursement for such advances to Code or the same extent as for all other advances made pursuant to Section 5.03imposition of any tax on "prohibited transactions" or "contributions" after the Startup Day under the REMIC Provisions. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered, empowered to execute and deliver on behalf of itself and the OwnerTrustee, 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 The Servicer shall make all required by Servicing Advances and shall service and administer the Mortgage Loans in accordance with Applicable Regulations, and shall provide to the Mortgagor any reports required to be provided to them thereby. By the execution of this Agreement, the Trustee hereby grants to the Servicer, the Owner shall furnish the Servicer with any powers a power 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 hereunder; provided, however, that the execution Trustee shall not be held liable for any misuse of any assumption, modification, consolidation or extension such power of any Mortgage Loan, but in no event later than attorney by the Reporting Date in Servicer. Notwithstanding anything contained herein to the month following the date of execution of such instrumentcontrary, the Servicer shall forward not, without the Trustee's written consent: (i) initiate any action, suit or proceeding solely under the Trustee's name without indicating the Servicer's representative capacity; or (ii) take any action with the intent to cause, and that actually causes, the Master Servicer copies of Trustee to be registered to do business in any documents evidencing such assumption, modification, consolidation or extensionstate. In servicing and administering the Mortgage Loans, the Servicer shall employ procedures (including collection procedures) procedures and exercise the same care that it customarily employs and exercises in servicing and administering mortgage loans for its own account, account giving due consideration to Accepted Servicing Practices where such accepted mortgage servicing practices do not conflict with the requirements of this Agreement, prudent lending institutions and the Owner's Certificateholders' reliance on the Servicer. (a) the Servicer determines that such waiver is standard and customary in servicing similar mortgage loans, (b) such waiver relates to a default or a reasonably foreseeable default and (c) would, in the reasonable judgment of the Servicer, maximize recovery of Liquidation Proceeds for such Mortgage Loan, taking into account the value of such Prepayment Penalty, or (ii) the enforceability thereof is limited (1) by bankruptcy, insolvency, moratorium, receivership, or other similar law relating to creditors' rights generally or (2) due to acceleration in connection with a foreclosure or other involuntary payment. If the Servicer has waived or does not collect all or a portion of a Prepayment Penalty relating to a voluntary Principal Prepayment in full due to any action or omission of the Servicer, other than as provided above, the Servicer shall, on the date on which the Principal Prepayment in full is remitted to the Securities Administrator, deliver to the Securities Administrator the Servicer Prepayment Penalty Amount with respect to such Mortgage Loan for distribution in accordance with the terms of this Agreement. In the event that a Prepayment Penalty due with respect to any Mortgage Loan is not timely received by the Servicer, the Servicer shall use commercially reasonable efforts to determine whether the Originator is obligated to pay a related Originator Prepayment Penalty Payment Amount, and if the Servicer determines that a Originator Prepayment Penalty Payment Amount is due, the Servicer shall promptly notify the Originator, and the Servicer shall enforce the Originator's obligations as set forth in the Mortgage Loan Purchase Agreement to pay any such Originator Prepayment Penalty Payment Amounts and, to the extent that such amounts are received by the Servicer, shall cause such amounts to be deposited into the Collection Account within one Business Day of receipt.

Servicer to Act as Servicer. From the date of origination of the related Mortgage Loans to the related Closing Date, the Servicer shall have serviced the related Mortgage Loans in accordance with Accepted Servicing Practices. From and after each Commencement the related Closing Date, the Servicer, as an independent contractor, shall service and administer the related Mortgage Loans pursuant to this Agreement and shall have full power and authority, acting alone, to do any and all things in connection with such servicing and administration which the Servicer may deem necessary or desirable, consistent with the terms of this Agreement and with Accepted Servicing Practices; provided that . Consistent with the terms of this Agreement, the Servicer shall not take may waive, modify or vary any action that is inconsistent with or prejudices the rights and interests term of the Owner in any Mortgage Loan or under this Agreement. The Servicer shall consent to the postponement of strict compliance with any such term or in any manner grant indulgence to any Mortgagor if in the Servicer's reasonable and prudent determination such waiver, modification, postponement or indulgence is not make any future advances with respect materially adverse to a Mortgage Loan and the Owner, provided, however, that (unless the Mortgagor is in default with respect to the Mortgage Loan or such default is, in the judgment of the Servicer, imminent and the Servicer has obtained the prior written consent of the Master ServicerOwner) the Servicer shall not permit any modification of any material term of with respect to any Mortgage Loan including any modifications that would change the Mortgage Interest Rate, defer or forgive the payment of principal or interest, reduce or increase the outstanding principal balance (except for actual payments of principal) or change the final maturity date on such 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 With respect to a delinquent Mortgage LoanReconstitution Agreement, 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 such 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 5.033.04, 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. Notwithstanding anything to the contrary contained in this Agreement, the Servicer shall not make or permit any modification, waiver or amendment of any term of any Mortgage Loan that would cause any REMIC created under the Trust Agreement to fail to qualify as a REMIC or result in the imposition of any tax under Section 860F(a) or Section 860G(d) of the Code. 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. Absent written consultation and approval by the Owner, as specified in this Section 3.01, the Servicer may take actions relative to the servicing and administration of the Mortgage Loans that are consistent with Accepted Servicing Practices.

Servicer to Act as Servicer. From and after each Commencement Date, the Servicer, as an independent contractorcontract servicer, shall service and administer the related Mortgage Loans in accordance with the terms of this Agreement and shall have full power and authority, acting alone, to do or cause to be done any and all things things, in connection with such servicing and administration which the administration, that Servicer may deem necessary or desirable, desirable and consistent with the terms of this Agreement Agreement. In servicing and administering the Mortgage Loans, Servicer shall employ procedures in accordance with Accepted Servicing Practices; provided that . Countrywide shall be responsible for any and all acts of Servicer and any subcontractor employed by Countrywide or Servicer, and the utilization of a subservicer or a subcontractor contracted by Countrywide or Servicer shall not take in no way relieve liability of either Countrywide or Servicer under this Agreement. In accordance with the terms of this Agreement, Servicer may waive, modify or vary any action that is inconsistent with or prejudices the rights and interests term of the Owner in any Mortgage Loan or under this Agreement. The Servicer shall not make any future advances with respect to a Mortgage Loan and (unless the Mortgagor is in default with respect consent to the Mortgage Loan postponement of strict compliance with any such term or in any manner grant indulgence to any Mortgagor if in Servicer's reasonable and prudent determination such default iswaiver, in modification, postponement or indulgence is not materially adverse to the judgment of the ServicerSeller; provided, imminent and the Servicer has obtained the prior written consent of the Master Servicer) the however, that Servicer shall not permit any modification of any material term of with respect to any Mortgage Loan including any modifications that would change decrease the Mortgage Interest RateRate (other than by adjustments required by the terms of the Mortgage Note), result in the denial of coverage under a PMI Policy, defer or forgive the payment of any principal or interestinterest payments, reduce or increase the outstanding principal balance amount (except for actual payments of principal) ), make future advances or change extend the final maturity date on such Mortgage LoanLoan without the Seller's consent. Except with Servicer may permit forbearance or allow for suspension of Monthly Payments for up to one hundred and eighty (180) days if the written permission Mortgagor is in default or Servicer determines in its reasonable discretion, that default is imminent and if Servicer determines that granting such forbearance or suspension is in the best interest of the Master Servicer, no Seller. If any modification, recast, extension, forbearance 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 suspension permitted hereunder which permits allows the deferral of interest or principal payments on any Mortgage Loan, the Servicer shall, on the Business Day immediately preceding the Remittance Date shall include in each remittance for any month in which any such principal or interest payment has been deferreddeferred (without giving effect to such modification, deposit in the Custodial Account from its own funds, in accordance with Section 5.03, the difference between (aforbearance or suspension) an amount equal to such month's principal and one (1) month's interest at the Mortgage Loan Remittance Rate on the then unpaid principal balance of such the Mortgage Loan and (b) the amount paid by the Mortgagor. The Servicer shall be entitled to reimbursement for such advances only to the same extent as for all other advances Monthly Advances made pursuant to Section 5.036.3 of this Agreement. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered, empowered to execute and deliver on behalf of itself and the OwnerSeller, 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 PropertiesProperty. If reasonably required by the Servicer, the Owner Seller 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 assumptionServicer will furnish, modification, consolidation or extension of any with respect to each Mortgage Loan, but in no event later than accordance with the Fair Credit Reporting Date Act and its implementing regulations, accurate and requisite information on its borrower credit files to Equifax Credit Information Service, Inc., Experian Information Solution, Inc., and Trans Union, LLC, on a monthly basis. Countrywide will also comply in all material respects with the month following rules and procedures of MERS in connection with the date servicing of execution of such instrumentthe Mortgage Loans that are registered with MERS. If the Mortgage Loans or any REO Properties are included in a Pass-Through Transfer, the or transferred to an Agency and included in a security, that is a REMIC, Servicer shall forward not take any action or fail to take any action that could materially and adversely affect the Master Servicer copies status of any documents evidencing such assumption, modification, consolidation or extension. In servicing and administering REMIC related to the Mortgage Loans, or impose upon the REMIC a tax on prohibited transactions or contributions, unless Servicer has received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not materially and adversely affect such REMIC status or result in the imposition of any tax on the REMIC. Servicer shall employ procedures monitor the Mortgage Loans on an ongoing basis, in compliance with applicable regulations promulgated by the Office of Foreign Assets Control of the United States Department of the Treasury (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“OFAC Regulations”).

Servicer to Act as Servicer. From and after each Commencement Date, the Servicer, as an independent contractor, The Servicer shall service and administer the related Mortgage Loans in accordance with this Agreement and with Accepted Servicing Practices and shall have full power and authority, acting alone, to do or cause to be done any and all things in connection with such servicing and administration which the Servicer may deem necessary or desirable, desirable and consistent with the terms of this Agreement and with Accepted Servicing Practices; provided Practices and shall exercise the same care that it customarily employs for its own account. In addition, the Servicer shall not take any action that is inconsistent furnish information regarding the borrower credit files related to such Mortgage Loan to credit reporting agencies in compliance with or prejudices the rights and interests provisions of the Owner Fair Credit Reporting Act and the applicable implementing regulations. Except as set forth in any this Agreement, the Servicer shall service the Mortgage Loans in accordance with Accepted Servicing Practices in compliance with the servicing provisions of the Xxxxxx Xxx Guide, which include, but are not limited to, provisions regarding the liquidation of Mortgage Loans, the collection of Mortgage Loan payments, the payment of taxes, insurance and other charges, the maintenance of hazard insurance with a Qualified Insurer, the maintenance of fidelity bond and errors and omissions insurance, inspections, the restoration of Mortgaged Property, the maintenance of Primary Mortgage Insurance Policies, insurance claims, and title insurance, management of REO Property, permitted withdrawals with respect to REO Property, liquidation reports, and reports of foreclosures and abandonments of Mortgaged Property, the transfer of Mortgaged Property, the release of Mortgage Loan Documents, annual statements, and examination of records and facilities. In the event of any conflict, inconsistency or under discrepancy between any of the servicing provisions of this AgreementAgreement and any of the servicing provisions of the Xxxxxx Mae Guide, the provisions of this Agreement shall control and be binding upon the Depositor and the Servicer. In instances in which a Mortgage Loan is in default or if default is reasonably foreseeable, the Servicer may engage, either directly or through Subservicers, in a wide variety of loss mitigation practices including waivers, modifications, payment forbearances, partial forgiveness, entering into repayment schedule arrangements, and capitalization of arrearages rather than proceeding with foreclosure or repossession, if applicable. In making that determination, the estimated Realized Loss that might result if the loan were liquidated would be taken into account. In addition, if the Mortgage Loan is not in default or if default is not reasonably foreseeable, the Servicer may modify the Mortgage Loan only to the extent set forth herein; provided that, such modification will not result in the imposition of taxes on any REMIC or otherwise adversely affect the REMIC status of the trust. Any modified Mortgage Loan may remain in the Trust, and the reduction in collections resulting from a modification may result in reduced distributions of interest or principal on, or may extend the final maturity of, one or more Classes of Certificates. The Servicer shall not make any future advances provide to each Mortgagor of a Mortgage Loan all payment options listed in the related Mortgage Note that are available to such Mortgagor with respect to a such payment, notwithstanding any provision in the related Mortgage Loan and (unless Note that explicitly states or implies that providing such options is optional for the Mortgagor is in default with respect to the servicer of such Mortgage Loan or such default is, in the judgment owner or holder of the Servicerrelated Mortgage Note. Notwithstanding the foregoing, imminent and the Servicer has obtained the prior written consent of the Master Servicer) the Servicer shall not permit any modification of any material term of with respect to any Mortgage Loan including any modifications that would change the Mortgage Interest Rate, defer both constitute a sale or forgive the payment of principal or interest, reduce or increase the outstanding principal balance (except for actual payments of principal) or change the final maturity date on such 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 exchange of such Mortgage Loan and (b) within 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 meaning of Section 5.03. Without limiting the generality 1001 of the foregoingCode and 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 in Full) and cause any REMIC formed under this Agreement to fail to qualify as a REMIC under the Code. Upon request, 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 Trustee shall furnish the Servicer with any powers of attorney attorney, in substantially the form attached hereto as Exhibit I, and other documents in form as provided to it necessary or appropriate to enable the Servicer to carry out its service and administer the related Mortgage Loans and REO Property. The Trustee shall provide access to the records and documentation in possession of the Trustee regarding the related Mortgage Loans and REO Property and the servicing and administrative duties under this Agreement. Promptly after thereof to 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 instrumentCertificateholders, 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 AgreementFDIC, and the Ownersupervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the Trustee; provided, however, that, unless otherwise required by law, the Trustee shall not be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee's reliance actual costs. The Trustee shall execute and deliver to the Servicer any court pleadings, requests for trustee's sale or other documents prepared by the Servicer as necessary or desirable to (i) the foreclosure or trustee's sale with respect to a Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note or Security Instrument; (iii) obtain a deficiency judgment against the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or Security Instrument or otherwise available at law or equity. The Servicer shall not waive any Prepayment Charge unless: (i) the enforceability thereof shall have been limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors' rights generally, (ii) the enforcement thereof is illegal, or any local, state or federal agency has threatened legal action if the prepayment penalty is enforced, (iii) the mortgage debt has been accelerated in connection with a foreclosure or other involuntary payment or (iv) such waiver is standard and customary in servicing similar Mortgage Loans and relates to a default or a reasonably foreseeable default and would, in the reasonable judgment of the Servicer, maximize recovery of total proceeds taking into account the value of such Prepayment Charge and the related Mortgage Loan. If a Prepayment Charge is waived, but does not meet the standards described above, then the Servicer is required to pay the amount of such waived Prepayment Charge by remitting such amount to the Depositor by the Distribution Account Deposit Date.

Servicer to Act as Servicer. From and after each Commencement Date, the The Servicer, as an independent contractor, shall service and administer the related Mortgage Loans and shall have full power and authority, acting alonealone or through the utilization of a Subservicer or a Subcontractor, to do any and all things in connection with such servicing and administration which the Servicer may deem necessary or desirable, consistent with the terms of this Agreement and with Accepted Servicing Practices; provided Practices and, in the case of any Mortgage Loan transferred to a REMIC, with the REMIC Provisions. The Servicer shall be responsible for any and all acts of a Subservicer and a Subcontractor, and the Servicer’s utilization of a Subservicer or a Subcontractor shall in no way relieve the liability of the Servicer under this Agreement. Consistent with the terms of this Agreement and subject to the REMIC Provisions if a Mortgage Loan has been transferred to a REMIC, the 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 in the Servicer's reasonable and prudent determination such waiver, modification, postponement or indulgence is not materially adverse to the Owner, provided, however, that the Servicer shall not take permit any action that is inconsistent modification with or prejudices the rights and interests of the Owner in respect to any Mortgage Loan that would change the Mortgage Interest Rate, defer or under this Agreement. The Servicer shall not forgive the payment thereof or of any principal or interest payments, reduce the outstanding principal amount (except for actual payments of principal) make any future additional advances with respect to a of additional principal or change the final maturity date on such Mortgage Loan and (Loan, unless the Mortgagor is in default with respect to the Mortgage Loan or such default is, in the judgment of the Servicer, imminent and the Servicer has obtained the prior written consent of the Master Servicer) the Servicer shall not permit any modification of any material term of any Mortgage Loan including any modifications that would change the Mortgage Interest Rate, defer or forgive the payment of principal or interest, reduce or increase the outstanding principal balance (except for actual payments of principal) or change the final maturity date on such 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 Mortgageimminent. In the event of any modification permitted hereunder which permits the deferral of interest that no default exists or principal payments on any Mortgage Loanis imminent, the Servicer shall, on shall request written consent from the Owner to permit such a modification and the Owner shall provide written consent or notify the Servicer of its objection to such modification within three (3) Business Day immediately preceding Days of its receipt of 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 monthServicer'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 5.03request. 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 Servicer, within five (5) Business Days of Servicer’s request, 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 Servicer is authorized and empowered by the execution of Owner, in its own name, when the Servicer believes it appropriate in its reasonable judgment to register any assumptionMortgage Loan on the MERS System, modification, consolidation or extension cause the removal from MERS registration of any Mortgage LoanLoan on the MERS System, but in no event later than to execute and deliver, on behalf of the Reporting Date Owner, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the month following name of MERS, solely as nominee for the date Owner and its successors and assigns. The Servicer will comply in all material respects with the rules and procedures of execution MERS in connection with the servicing of such instrument, the Servicer shall forward to the Master Servicer copies of any documents evidencing such assumption, modification, consolidation or extensionMortgage Loans that are registered with MERS. 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 similar mortgage loans for its own accountsimilar investors, 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. The Servicer shall cause to be maintained for each Cooperative Loan a copy of the financing statements and shall file and such financing statements and continuation statements as necessary, in accordance with the Uniform Commercial Code applicable in the jurisdiction in which the related Cooperative Apartment is located, to perfect and protect the security interest and lien of the Owner. The Servicer shall not waive any Prepayment Penalty with respect to any Mortgage Loan which contains a Prepayment Penalty which prepays during the term of the charge. If the Servicer fails to collect the Prepayment Penalty upon any prepayment of any Mortgage Loan which contains a Prepayment Penalty, the Servicer shall pay the Owner at such time (by deposit to the Custodial Account) an amount equal to amount of the Prepayment Penalty which was not collected. Notwithstanding the above, the Servicer may waive (and shall waive, in the case of (vi) below) a Prepayment Penalty without paying the Owner the amount of the Prepayment Penalty (i) if the Mortgage Loan is in default (defined as 61 days or more delinquent) and such waiver would maximize recovery of total proceeds taking into account the value of such Prepayment Penalty and the related Mortgage Loan, (ii) if the prepayment is not a result of a refinancing by the Servicer or any of its affiliates and the Mortgage Loan is foreseen to be in default and such waiver would maximize recovery of total proceeds taking into account the value of such Prepayment Penalty and the related Mortgage Loan, (iii) if the collection of the Prepayment Penalty would be in violation of applicable laws, (iv) if the collection of such Prepayment Penalty would be considered “predatory” pursuant to written guidance published or issued by any applicable federal, state or local regulatory authority acting in its official capacity and having jurisdiction over such matters (v) the Mortgage Loan is accelerated or paid off in connection with the workout of a delinquency or due to the borrower’s default, notwithstanding that the terms of the Mortgage Loan or state or federal law might permit the imposition of such penalty and (vi) notwithstanding any state or federal law to the contrary, any instance when a Mortgage Loan is in foreclosure. The Servicer will provide to the Owner, no later than the tenth (10th) Business Day of each month, a report as of the prior month’s end, of all Mortgage Loans subject to a Principal Prepayment in full during such month, including a description of the applicable Prepayment Penalty, the estimated amount to be collected and the amount actually collected. Upon request, the Servicer shall provide the Owner with documentation and explanation supporting the Servicer’s determination to waive any Prepayment Charge. The Servicer shall pay the amount of any Prepayment Penalty (to the extent not collected and remitted to the Owner) to the Owner or its assignees if the Servicer waives any Prepayment Penalty other than as permitted under this Section 4.01. The Servicer shall pay the amount of such Prepayment Penalty, for the benefit of the Owner or any assignee of the Owner, by depositing such amount into the Custodial Account at the time that the amount prepaid on the related Mortgage Loan is required to be deposited into the Custodial Account.

Servicer to Act as Servicer. From and after each Commencement Date, the Servicer, as an independent contractorcontract servicer, shall service and administer the related Mortgage Loans in accordance with the terms of this Agreement and shall have full power and authority, acting alone, to do or cause to be done any and all things things, in connection with such servicing and administration which the administration, that Servicer may deem necessary or desirable, desirable and consistent with the terms of this Agreement and in accordance with Accepted Servicing Practices; provided that all applicable laws, rules and regulations. In servicing and administering the Mortgage Loans, Servicer shall not take employ 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 customary and usual standards of practice of prudent mortgage servicers. In accordance with the terms of this Agreement, Servicer may waive, modify or vary any action that is inconsistent with or prejudices the rights and interests term of the Owner in any Mortgage Loan or under this Agreement. The Servicer shall not make consent to the postponement of strict compliance with any future advances with respect such term or in any manner grant indulgence to a Mortgage Loan any Mortgagor if in Servicer's reasonable and (unless the Mortgagor prudent determination such waiver, modification, postponement or indulgence is in default with respect to the Mortgage Loan or such default is, in the judgment best interest of the ServicerSeller; provided, imminent and the Servicer has obtained the prior written consent of the Master Servicer) the however, that Servicer shall not permit any modification of any material term of with respect to any Mortgage Loan including any modifications that would change decrease the Mortgage Interest RateRate (other than by adjustments required by the terms of the Mortgage Note), result in the denial of coverage under a PMI Policy, defer or forgive the payment of any principal or interestinterest payments, reduce or increase the outstanding principal balance amount (except for actual payments of principal) ), make future advances or change extend the final maturity date on such Mortgage LoanLoan without the Seller's consent. Except with Servicer shall not waive any Prepayment Penalty in the written permission event of the Master Servicer, no modification, recast, extension, a Principal Prepayment in full or capitalization of delinquent payments in part of a Mortgage Loan, which is required by the terms of the related Mortgage Note unless, (i) such waiver is standard and customary in servicing similar Mortgage Loans and such waiver is related to a default or reasonably foreseeable default and would, in the reasonable judgment of such Servicer, maximize recovery of total proceeds taking into account the value of such Prepayment Penalty and the related Mortgage Loan shall and, if such waiver is made in connection with a refinancing of the related Mortgage Loan, such refinancing is related to a default or a reasonably foreseeable default, (ii) such Prepayment Penalty is unenforceable in accordance with applicable law or the collection of such related Prepayment Penalty would otherwise violate applicable law, or (iii) the collection of such Prepayment Penalty would be permittedconsidered “predatory” pursuant to written guidance published or issued by any applicable federal, state or local regulatory authority acting in its official capacity and having jurisdiction over such matters. Where applicableNotwithstanding any provision in this Agreement to the contrary, in the Servicer must satisfy all requirements event the Prepayment Penalty payable under the applicable PMI Policy and/or terms of the Mortgage Note is less than the amount of the Prepayment Penalty set forth in the Mortgage Loan Schedule or other information provided to Servicer, Servicer shall not have any applicable LPMI Policy regarding the relief granted liability or obligation with respect to such difference, and in addition shall not have any liability or obligation to pay the amount of any uncollected Prepayment Penalty if the failure to collect such amount is the direct result of inaccurate or incomplete information on the related Mortgage Loan Schedule. If the Servicer waives or does not collect all or a delinquent Mortgage Loan, including, without limitation, securing the prior written consent portion of a Prepayment Charge relating to a Principal Prepayment in full or in part due to any action or omission of the respective Qualified Insurer regarding any change in any term Servicer, other than as provided above, the Seller shall deposit the amount of such Mortgage LoanPrepayment Charge (or such portion thereof as had been waived for deposit) into the Custodial Account for distribution in accordance with the terms of this Agreement. Servicer may permit forbearance or allow for suspension of Monthly Payments for up to one hundred and eighty (180) days if the Mortgagor is in default or Servicer determines in its reasonable discretion, that default is imminent and if Servicer determines that granting such forbearance or suspension is in the release best interest of the related Mortgagor from Seller. If any liability related to such Mortgage Loanmodification, forbearance 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 suspension permitted hereunder which permits allows the deferral of interest or principal payments on any Mortgage Loan, the Servicer shall, on the Business Day immediately preceding the Remittance Date shall include in each remittance for any month in which any such principal or interest payment has been deferreddeferred (without giving effect to such modification, deposit in the Custodial Account from its own funds, in accordance with Section 5.03, the difference between (aforbearance or suspension) an amount equal to such month's principal and one (1) month's interest at the Mortgage Loan Remittance Rate on the then unpaid principal balance of such the Mortgage Loan and (b) the amount paid by the Mortgagor. The Servicer shall be entitled to reimbursement for such advances only to the same extent as for all other advances Monthly Advances made pursuant to Section 5.036.3. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered, empowered to execute and deliver on behalf of itself and the OwnerSeller, 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 PropertiesProperty. If reasonably required by the Servicer, the Owner Seller 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 Servicer shall maintain each Servicing File. The Servicer acknowledges that the execution ownership of any assumption, modification, consolidation or extension of any each Mortgage Loan, but including the Note, the Mortgage, all other Mortgage Loan Documents and all rights, benefits, proceeds and obligations arising therefrom or in no event later than connection therewith, except with respect to the Reporting Date ownership of the related Servicing Rights and all rights, benefits, proceeds and obligations arising therefrom or in connection therewith which is retained by Countrywide, has been vested solely 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 ServicerSeller.

Servicer to Act as Servicer. From In accordance with and after each Commencement Datesubject to the Delegation of Authority Matrix attached as Exhibit 17 hereto, the Owner shall delegate authority to the Servicer to carry out the Servicer, as an independent contractor, shall service and administer the related Mortgage Loans and shall have full power and authority, acting alone, to do any and all things in connection with such ’s servicing and administration which duties without obtaining the Servicer may deem necessary or desirable, consistent Owner’s prior written approval. Consistent with the terms of this Agreement Servicing Agreement, the PennyMac Property Preservation Program, and with Accepted Servicing Practices; provided that , the Servicer shall not take may (i) waive any action that is inconsistent late payment charge or, if applicable, any penalty interest, or (ii) extend the due dates for the Monthly Payments due on a Mortgage Note, or waive, in whole or in part, a Prepayment Penalty. Unless in compliance with or prejudices the rights and interests PennyMac Property Preservation Program, the terms of the Owner in any Mortgage Loan may only be modified, varied or under this Agreement. The Servicer shall not make any future advances forgiven with respect to a Mortgage Loan and (unless the Mortgagor is in default with respect to the Mortgage Loan or such default is, in the judgment of the Servicer, imminent and the Servicer has obtained the prior written consent of the Master Servicer) the Servicer shall not permit any modification of any material term of any Mortgage Loan including any modifications that would change the Mortgage Interest Rate, defer or forgive the payment of principal or interest, reduce or increase the outstanding principal balance (except for actual payments of principal) or change the final maturity date on such 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 Owner while the Mortgage Loan Remittance Rate on remains outstanding. The Servicer’s analysis supporting any forbearance and the unpaid principal balance conclusion that any forbearance meets the standards of such Mortgage Loan and (b) this section shall be reflected in writing or electronically in the amount paid by the MortgagorServicing File. 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, 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 a fully executed Power of attorney Attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Servicing Agreement. Promptly after The Servicer may request the execution consent of the Owner in writing by certified mail, overnight courier or such other means as may be agreed to by the parties to a course of action that the Servicer proposes to take under this Servicing Agreement. Unless the Owner shall give written notice to the Servicer that it objects to any assumptionrecommended course of action within ten (10) Business Days immediately following the day on which the Owner received the Servicer’s written consent request (together with its recommended course of action and relevant supporting documentation), modificationthe Owner shall be deemed to have consented to such recommended course of action, consolidation and Servicer may take the action recommended to the Owner, unless the Servicer determines, in its reasonable discretion, that such action is no longer prudent or extension applicable and the Servicer notifies the Owner of such decision not to act. In the event that the Owner shall object to the Servicer’s recommended course of action, Servicer shall take such action as is required by the Owner, and the Servicer shall have no liability therefor if it is not negligent in performing such action. Further, to the extent the Servicer has provided the Owner with reasonably timely notice, the Owner shall indemnify and hold harmless the Servicer from and against any penalty, fine or damages that may result from the Owner’s decision to wait for any period of time up to ten (10) Business Days before providing Servicer with direction as to the course of action to be taken as permitted in the second immediately preceding sentence. In addition, except in accord with the PennyMac Property Preservation Program, notwithstanding the foregoing, the Servicer may not waive any Prepayment Penalty or portion thereof required by the terms of the related Mortgage Note unless (i) the Servicer determines that such waiver would maximize recovery of Liquidation Proceeds for such Mortgage Loan, but taking into account the value of such Prepayment Penalty and such Mortgage Loan, and the waiver of such Prepayment Penalty is standard and customary in servicing similar Mortgage Loans (including the waiver of a Prepayment Penalty in connection with a refinancing of the Mortgage Loan related to a default or a reasonably foreseeable default) or (ii) the enforceability thereof is limited (1) by bankruptcy, insolvency, moratorium, receivership or other similar laws relating to creditor’s rights or (2) due to acceleration in connection with a foreclosure or other involuntary payment, or (iii) in the Servicer’s reasonable judgment, (1) the waiver of such prepayment penalty relates to a default or a reasonably foreseeable default, (2) such waiver would maximize recovery of total proceeds taking into account the value of such Prepayment Penalty and such Mortgage Loan and (3) such waiver is standard and customary in servicing similar mortgage loans similar to such Mortgage Loan (including any waiver of a prepayment penalty in connection with a refinancing of a Mortgage Loan that is related to a default or a reasonably foreseeable default). In no event later than the Reporting Date in the month following the date of execution of such instrument, will the Servicer shall forward waive a Prepayment Penalty in connection with a refinancing of a Mortgage Loan that is not related to the Master Servicer copies of any documents evidencing such assumption, modification, consolidation a default or extensiona reasonably foreseeable default. 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 procedures do not conflict with the requirements of this Servicing Agreement, and the Owner's ’s reliance on the Servicer. In addition, the Servicer shall retain adequate personnel to effect such servicing and administration of the Mortgage Loans. Servicer shall have no obligation to collect a Prepayment Penalty with respect to a Mortgage Loan unless the Servicer is provided with such information electronically; provided, however, that the Servicer shall compare the Notice of Transfer of Mortgage Loans provided by the Owner and any electronic data regarding the Mortgage Loans provided by the previous servicer of such Mortgage Loans and provide the Owner with prompt written notice of any discrepancies with respect to information regarding Prepayment Penalties. The Owner may sell and transfer, in whole or in part, some or all of the Mortgage Loans at any time and from time to time (including, without limitation, in connection with a Private Securitization Transaction or a Public Securitization Transaction). Upon such execution, the Servicer shall xxxx its books and records to reflect the ownership of the Mortgage Loans by such transferee. The Servicer shall notify MERS of the ownership interest of Owner in each MOM Loan. At any time during the term of this Servicing Agreement, Owner may direct the Servicer to cause any MOM Loan to be deactivated from the MERS System. The Servicing File maintained by the Servicer pursuant to this Servicing Agreement shall be appropriately marked and identified in the Servicer’s computer system to clearly reflect the ownership of the related Mortgage Loan by the Owner. The Servicer shall release from its custody the contents of any Servicing File maintained by it only in accordance with this Servicing Agreement. The Servicer shall be responsible for the actions of any vendors which the Servicer utilizes to carry out its obligations hereunder and any fees paid to such vendors shall be paid by the Servicer from its own funds.

Servicer to Act as Servicer. From and after each Commencement Datethe date of this Agreement, the Servicer, as an independent contractor, shall service and administer the related each Mortgage Loans Loan and shall have full power and authority, acting alone, to do any and all things in connection with such servicing and administration which the Servicer may deem necessary or desirable, consistent with the terms of this Agreement, Accepted Servicing Practices and the Xxxxxx Xxx Guides. From and after the date of this Agreement, Servicer shall assume responsibility under this Agreement to subservice and administer additional Mortgage Loans upon the delivery, in accordance with the Transfer Instructions to the extent reasonably necessary to effect such transfer, of the related New Loan Data File and all related Mortgage Loan documentation by or on behalf of Owner (including deliveries by the applicable prior servicer pursuant to directions by Owner) provided that such new Mortgage Loans meet the Eligibility Criteria then in effect. The Servicer agrees to cooperate reasonably with the Owner and with Accepted any party designated as the prior servicer or subservicer in transferring the servicing to the Servicer. Owner shall provide or cause to be provided by the applicable prior servicer or subservicer, the New Loan Data File for each Mortgage Loan to Servicer no later than five (5) days before Servicer is expected to perform subservicing on that Mortgage Loan. Owner shall notify Servicer within two (2) Business Days, in writing, of any changes in the information contained in the New Loan Data File. Owner agrees to cause the applicable Custodian to provide Servicer, within five (5) Business Days after receipt of Servicer’s request, copies of the Mortgage Note, the Mortgage or any other documents the applicable Custodian maintains for the benefit of the Owner with respect to a Mortgage Loan that Servicer deems reasonably necessary in connection with its performance of the Servicing Practices; provided that of said Mortgage Loan. In servicing and administering the Mortgage Loans, the Servicer shall not take any action employ Accepted Servicing Practices except and to the extent that is inconsistent such practices conflict with or prejudices the rights and interests requirements of the Owner in any Mortgage Loan or under this Agreement. The Servicer shall not make retain adequate personnel to effect such servicing and administration of the Mortgage Loans. Consistent with the terms of this Agreement, the Servicer may waive, modify or vary any future advances with respect to a Mortgage Loan and (unless the Mortgagor is in default with respect to the term of any Mortgage Loan or consent to the postponement of strict compliance with any such default is, term or in any manner grant indulgence to any Mortgagor if in the judgment of Servicer’s reasonable and prudent determination such waiver, modification, postponement or indulgence is not materially adverse to the ServicerOwner, imminent and provided, however, that unless the Servicer has obtained the prior written consent of the Master Servicer) Owner, the Servicer shall not permit any modification of any material term of with respect to any Mortgage Loan including any modifications that would change the Mortgage Interest Rate, defer or forgive the payment of principal or interest, reduce or increase the outstanding principal balance (except for actual payments of principal) or change the final maturity date on such Mortgage Loan. Except with In the written permission event that any Mortgage is in Default or, in the judgment of the Master Servicer, no modification, recast, extension, or capitalization of delinquent payments of such a Mortgage Loan shall be permitted. Where applicableDefault is reasonably foreseeable, the Servicer must satisfy all requirements under the applicable PMI Policy and/or any applicable LPMI Policy regarding the relief granted Servicer, consistent with respect to a delinquent Mortgage LoanAccepted Servicing Practices, includingmay also waive, without limitation, securing the prior written consent of the respective Qualified Insurer regarding any change in modify or vary any term of such Mortgage LoanLoan (including modifications that would change the Mortgage Interest Rate, forgive the release payment of principal or interest, ), accept payment from the related Mortgagor from any liability related to of an amount less than the Stated Principal Balance in final satisfaction of such Mortgage Loan, or consent to the release postponement of strict compliance with any portion ofsuch term or otherwise grant indulgence to any Mortgagor (any and all such waivers, modifications, payment plans, variances, forgiveness of principal or interest, postponements, or interest in, indulgences collectively referred to herein as “Forbearance”). The Servicer’s analysis supporting any Forbearance and the Mortgaged Property from conclusion that any Forbearance meets the lien standards 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 this section shall be reflected as appropriate 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 5.03Servicer’s records. 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 and documents necessary to carry out its servicing and administrative duties under this Agreement including but not limited to instruments in connection with foreclosures, satisfaction or cancellation, or of partial or full release, discharge and all other comparable instruments, instruments with respect to the Mortgage Loans and with respect to the Mortgaged Properties. If reasonably required by the Servicer, the The Owner shall furnish the Servicer with any powers a limited power of attorney in the form attached hereto as Exhibit 10 appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. Owner acknowledges and agrees that a fee of eighteen ($18.00) dollars will be charged to the Owner for each limited power of attorney filed by the Servicer. Owner agrees to supply Servicer with any other documents reasonably necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. Promptly after The Servicer’s computer system shall clearly reflect the execution ownership of each Mortgage Loan. The Servicer shall release from its custody the contents of any assumption, modification, consolidation Servicing File retained by it only in accordance with this Agreement or extension at the written direction of the Owner. With respect to the performance of any service required to be provided for Servicer hereunder, including, without limitation, the obtainment of credit report data, the provision of field or other inspections, the provision of title-related services, and the sale or management of REO properties, the Servicer may obtain such services from an Affiliate if such services are provided on a commercially reasonable basis with respect to the price and quality of such services. The Servicer shall file information reports with respect to the receipt of mortgage interest received in a trade or business, reports of foreclosures and abandonments of any Mortgaged Property and information returns relating to cancellation of indebtedness income with respect to any Mortgaged Property as required by Sections 6050H, 6050J and 6050P of the Code. Such reports shall be in form and substance sufficient to meet the reporting requirements imposed by such Sections 6050H, 6050J and 6050P of the Code. Notwithstanding anything in this Agreement to the contrary, in the event of a Principal Prepayment in full or in part of a Mortgage Loan, but the Servicer may not waive any Prepayment Charge or portion thereof required by the terms of the related Mortgage Note unless (i) the Servicer determines that such waiver would maximize recovery of Liquidation Proceeds for such Mortgage Loan, taking into account the value of such Prepayment Charge and the Mortgage Loan, and the waiver of such Prepayment Charge is standard and customary in servicing similar Mortgage Loans (including the waiver of a Prepayment Charge in connection with a refinancing of the Mortgage Loan related to a default or a reasonably foreseeable default) or (ii) (A) the enforceability thereof is limited (1) by bankruptcy, insolvency, moratorium, receivership, or other similar law relating to creditors’ rights or (2) due to acceleration in connection with a foreclosure or other involuntary payment, or (B) the enforceability is otherwise limited or prohibited by applicable law. Servicer shall notify Owner within two (2) Business Days if Servicer determines that any collection of any Prepayment Charge is limited or prohibited by applicable law. In no event later shall the Servicer waive a Prepayment Charge in connection with a refinancing of a Mortgage Loan that is not related to a default or a reasonably foreseeable default. If the Servicer waives or does not collect all or a portion of a Prepayment Charge relating to a Principal Prepayment in full or in part due to any action or omission of the Servicer, other than the Reporting Date in the month following the date of execution of such instrumentas provided above, the Servicer shall forward to deposit the Master Servicer copies amount of any documents evidencing such assumption, modification, consolidation Prepayment Charge (or extension. In servicing and administering such portion thereof as had been waived for deposit) into the Mortgage Loans, Custodial Account at the Servicer shall employ procedures (including collection procedures) and exercise the same care that it customarily employs and exercises time of such prepayment for distribution in servicing and administering mortgage loans for its own account, giving due consideration to Accepted Servicing Practices where such practices do not conflict accordance with the requirements terms of this Agreement, and the Owner's reliance on the Servicer.

Servicer to Act as Servicer. From and after each Commencement Date, the Servicer, as an independent contractor, The Servicer shall service and administer the related Mortgage Loans in accordance with this Agreement and Accepted Servicing Procedures and the terms of the Mortgage Notes and Mortgages, and shall have full power and authority, acting alonealone or through sub-servicers or agents, to do or cause to be done any and all things in connection with such servicing and administration which the Servicer may deem necessary or desirable, desirable and consistent with the terms of this Agreement and Agreement. The Servicer may perform its servicing responsibilities through agents or independent contractors, but shall not thereby be released from any of its responsibilities hereunder. Consistent with Accepted Servicing Practices; provided that the terms of this Agreement, the Servicer shall not take may waive, modify or vary any action that is inconsistent with or prejudices the rights and interests term of the Owner in any Mortgage Loan or under this Agreement. The Servicer shall not make consent to the postponement of strict compliance with any future advances with respect such term or in any manner grant indulgence to a Mortgage Loan and any Mortgagor; provided, however, that (unless the Mortgagor is in default with respect to the Mortgage Loan Loan, or such default is, in the judgment of the Servicer, imminent imminent, and the Servicer has obtained the prior written consent of the Master ServicerPurchaser) the Servicer shall not permit any modification of any material term of with respect to any Mortgage Loan which materially and adversely affects the Mortgage Loan, including without limitation, any modifications modification that would change the Mortgage Interest Rate, defer or forgive the payment of any principal or interest, reduce or increase change the outstanding principal balance amount (except for actual payments of principal) or change ), make any future advances, extend the final maturity date on such or change the Mortgage Loan. Except with Interest Rate, as the written permission of the Master Servicercase may be, 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 in its own name or acting through sub-servicers or agents is hereby authorized and empoweredempowered by the Purchaser when the Servicer believes it appropriate and reasonable in its best judgment, to execute and deliver deliver, on behalf of itself and the OwnerPurchaser, 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 the Mortgaged Properties and to institute foreclosure proceedings or obtain a deed-in-lieu of foreclosure so as to convert the ownership of such properties, and to hold or cause to be held title to such properties, on behalf of the Purchaser pursuant to the Mortgaged Propertiesprovisions of Subsection 11.12. If reasonably The Servicer shall make all required by Servicing Advances and shall service and administer the Servicer, Mortgage Loans in accordance with applicable state and federal law and shall provide to the Owner Mortgagors any reports required to be provided to them thereby. The Purchaser shall furnish to the Servicer with any powers of attorney and other documents reasonably necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. Promptly after Notwithstanding anything to the execution contrary in this Agreement, the Purchaser may at any time and from time to time, in its sole discretion, upon written notice to the Seller, with respect to (1) any REO Property or (2) all Mortgage Loans that are 90 or more days delinquent as of any assumption, modification, consolidation or extension the date of such notice and any Mortgage Loan, but in no event later than the Reporting Date in the month Loans that subsequently become 90 or more days delinquent following the date of execution such notice (for the purposes of this paragraph 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, "Delinquent Mortgage Loans"), either (i) terminate the Seller's servicing obligations hereunder with respect to such REO Properties and Delinquent Mortgage Loans, upon reimbursement of any unremibursed advances owed to the Servicer and payment of the termination fee referred to in Subsection 14.02, or (ii) assume the absolute right to direct the Seller to take such actions with respect to such REO Property and Delinquent Mortgage Loans as the Seller would otherwise be able to undertake pursuant to Subsection 11.12. Upon the effectiveness of any such termination of the Seller's servicing obligations with respect to any such REO Property or Delinquent Mortgage Loan, the Seller shall employ procedures (including collection procedures) deliver all agreements, documents, and exercise instruments related thereto to the same care that it customarily employs and exercises Purchaser, in servicing and administering mortgage loans for its own account, giving due consideration to accordance with Accepted Servicing Practices where such practices do not conflict Procedures and applicable law and shall transfer servicing to the Purchaser's designee in accordance with the requirements of this Agreement, and the Owner's reliance on the ServicerAcceptable Servicing Procedures.

Servicer to Act as Servicer. From and after each Commencement Date, the Servicer, as an independent contractor, The Servicer shall service and administer the related Mortgage Loans in accordance with this Agreement and with Accepted Servicing Practices and shall have full power and authority, acting alone, to do or cause to be done any and all things in connection with such servicing and administration which the Servicer may deem necessary or desirable, desirable and consistent with the terms of this Agreement and with Accepted Servicing Practices; provided Practices and shall exercise the same care that it customarily employs for its own account. In addition, the Servicer shall not take any action that is inconsistent furnish information regarding the borrower credit files related to such Mortgage Loan to credit reporting agencies in compliance with or prejudices the rights and interests provisions of the Owner Fair Credit Reporting Act and the applicable implementing regulations. Except as set forth in any this Agreement, the Servicer shall service the Mortgage Loans in accordance with Accepted Servicing Practices in compliance with the servicing provisions of the Xxxxxx Xxx Guide, which include, but are not limited to, provisions regarding the liquidation of Mortgage Loans, the collection of Mortgage Loan payments, the payment of taxes, insurance and other charges, the maintenance of hazard insurance with a Qualified Insurer, the maintenance of fidelity bond and errors and omissions insurance, inspections, the restoration of Mortgaged Property, the maintenance of Primary Mortgage Insurance Policies, insurance claims, and title insurance, management of REO Property, permitted withdrawals with respect to REO Property, liquidation reports, and reports of foreclosures and abandonments of Mortgaged Property, the transfer of Mortgaged Property, the release of Mortgage Loan Documents, annual statements, and examination of records and facilities. In the event of any conflict, inconsistency or under discrepancy between any of the servicing provisions of this AgreementAgreement and any of the servicing provisions of the Xxxxxx Mae Guide, the provisions of this Agreement shall control and be binding upon the Depositor and the Servicer. In instances in which a Mortgage Loan is in default or if default is reasonably foreseeable, the Servicer may engage, either directly or through Subservicers, in a wide variety of loss mitigation practices including waivers, modifications, payment forbearances, partial forgiveness, entering into repayment schedule arrangements, and capitalization of arrearages rather than proceeding with foreclosure or repossession, if applicable. In making that determination, the estimated Realized Loss that might result if the loan were liquidated would be taken into account. In addition, if the Mortgage Loan is not in default or if default is not reasonably foreseeable, the Servicer may modify the Mortgage Loan only to the extent set forth herein; provided that, such modification will not result in the imposition of taxes on any REMIC or otherwise adversely affect the REMIC status of the trust. Any modified Mortgage Loan may remain in the Trust, and the reduction in collections resulting from a modification may result in reduced distributions of interest or principal on, or may extend the final maturity of, one or more Classes of Certificates. The Servicer shall not make any future advances provide to each Mortgagor of a Mortgage Loan all payment options listed in the related Mortgage Note that are available to such Mortgagor with respect to a such payment, notwithstanding any provision in the related Mortgage Loan and (unless Note that explicitly states or implies that providing such options is optional for the Mortgagor is in default with respect to the servicer of such Mortgage Loan or such default is, in the judgment owner or holder of the Servicerrelated Mortgage Note. Notwithstanding the foregoing, imminent and the Servicer has obtained the prior written consent of the Master Servicer) the Servicer shall not permit any modification of any material term of with respect to any Mortgage Loan including any modifications that would change the Mortgage Interest Rate, defer both constitute a sale or forgive the payment of principal or interest, reduce or increase the outstanding principal balance (except for actual payments of principal) or change the final maturity date on such 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 exchange of such Mortgage Loan and (b) within 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 meaning of Section 5.03. Without limiting the generality 1001 of the foregoingCode and 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 in Full) and cause any REMIC formed under this Agreement to fail to qualify as a REMIC under the Code. Upon request, 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 Trustee shall furnish the Servicer with any powers of attorney attorney, in substantially the form attached hereto as Exhibit I, and other documents in form as provided to it necessary or appropriate to enable the Servicer to carry out its service and administer the related Mortgage Loans and REO Property. The Trustee shall provide access to the records and documentation in possession of the Trustee regarding the related Mortgage Loans and REO Property and the servicing and administrative duties under this Agreement. Promptly after thereof to 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 instrumentCertificateholders, 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 AgreementFDIC, and the Owner's reliance supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the Trustee; provided, however, that, unless otherwise required by law, the Trustee shall not be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee’s actual costs. The Trustee shall execute and deliver to the Servicer any court pleadings, requests for trustee’s sale or other documents prepared by the Servicer as necessary or desirable to (i) the foreclosure or trustee’s sale with respect to a Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note or Security Instrument; (iii) obtain a deficiency judgment against the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or Security Instrument or otherwise available at law or equity. The Servicer shall not waive any Prepayment Charge unless: (i) the enforceability thereof shall have been limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ rights generally, (ii) the enforcement thereof is illegal, or any local, state or federal agency has threatened legal action if the prepayment penalty is enforced, (iii) the mortgage debt has been accelerated in connection with a foreclosure or other involuntary payment or (iv) such waiver is standard and customary in servicing similar Mortgage Loans and relates to a default or a reasonably foreseeable default and would, in the reasonable judgment of the Servicer, maximize recovery of total proceeds taking into account the value of such Prepayment Charge and the related Mortgage Loan. If a Prepayment Charge is waived, but does not meet the standards described above, then the Servicer is required to pay the amount of such waived Prepayment Charge by remitting such amount to the Depositor by the Distribution Account Deposit Date.

Servicer to Act as Servicer. From and after each Commencement Date, the The Servicer, as an independent contractorcontract servicer, shall service and administer the related Mortgage Loans in accordance with this Agreement and with Accepted Servicing Practices (giving due consideration to the Owner's reliance on the Servicer), and shall have full power and authority, acting alone, to do or cause to be done any and all things in connection with such servicing and administration which the Servicer may deem necessary or desirable, desirable and consistent with the terms of this Agreement and with Accepted Servicing Practices; provided Practices and shall exercise the same care that it customarily employs for its own account. Except as set forth in this Agreement, the Servicer shall not take any action that is inconsistent service the Mortgage Loans in accordance with or prejudices Accepted Servicing Practices in compliance with the rights and interests servicing provisions of the Fxxxxx Mxx Guide, which include, but are not limited to, provisions regarding the liquidation of Mortgage Loans, the collection of Mortgage Loan payments, the payment of taxes, insurance and other charges, the maintenance of hazard insurance with a Qualified Insurer, the maintenance of fidelity bond and errors and omissions insurance, inspections, the restoration of Mortgaged Property, the maintenance of Primary Mortgage Insurance Policies, insurance claims, and title insurance, management of REO Property, permitted withdrawals with respect to REO Property, liquidation reports, and reports of foreclosures and abandonments of Mortgaged Property, the transfer of Mortgaged Property, the release of Mortgage Loan Documents, annual statements, and examination of records and facilities. In the event of any conflict, inconsistency or discrepancy between any of the servicing provisions of this Agreement and any of the servicing provisions of the Fxxxxx Mae Guide, the provisions of this Agreement shall control and be binding upon the Owner and the Servicer. The Owner shall, upon reasonable request, deliver powers-of-attorney to the Servicer sufficient to allow the Servicer as servicer to execute all documentation requiring execution on behalf of Owner with respect to the servicing of the Mortgage Loans, including satisfactions, partial releases, modifications and foreclosure documentation or, in the alternative, shall as promptly as reasonably possible, execute and return such documentation to the Servicer. Consistent with the terms of this Agreement, the Servicer may waive, modify or vary any term of any Mortgage Loan or under this Agreement. The Servicer shall not make any future advances with respect to a Mortgage Loan and (unless the Mortgagor is in default with respect consent to the Mortgage Loan postponement of any such term or such default is, in any manner grant indulgence to any Mortgagor if in the judgment of Servicer's reasonable and prudent determination such waiver, modification, postponement or indulgence is not materially adverse to the ServicerOwner, imminent and provided, however, that unless the Servicer has obtained the prior written consent of the Master Servicer) Owner, the Servicer shall not permit any modification of any material term of with respect to any Mortgage Loan including any modifications that would change the Mortgage Interest Rate, defer or forgive the payment of principal or interest, reduce or increase the outstanding principal balance (except for actual payments of principal) or change the final maturity date on such 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 such modification permitted hereunder which has been agreed to in writing by the Owner and which permits the deferral of interest or principal payments on any Mortgage Loan, the Servicer shall, on the Business Day immediately preceding the related Remittance Date in any month in which any such principal or interest payment has been deferred, deposit in the Custodial Account from its own funds, in accordance with Section 4.04 and Section 5.03, the difference between (a) such month's principal and one month's interest at the related 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 5.034.05. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered, to prepare, execute and deliver on behalf of itself and the Ownerdeliver, 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 The Servicer shall perform all of its servicing responsibilities hereunder or may, with the Owner's prior written approval, cause a subservicer to perform any such servicing responsibilities on its behalf, but the use by the Servicer of a subservicer shall not release the Servicer from any of its obligations hereunder and the Servicer shall remain responsible hereunder for all acts and omissions of each subservicer as fully as if such acts and omissions were those of the Servicer. Any such subservicer that the Owner shall be requested to consent to must be a Fxxxxx Mxx approved seller/servicer or a Fxxxxxx Mac seller/servicer in good standing and no event shall have occurred, including but not limited to, a change in insurance coverage, which would make it unable to comply with the eligibility requirements for lenders imposed by Fxxxxx Mxx or for seller/servicers by Fxxxxxx Mac, or which would require notification to Fxxxxx Mxx or Fxxxxxx Mac. The Servicer shall pay all fees and expenses of each subservicer from its own funds, and a subservicer's fee shall not exceed the Servicing Fee. At the cost and expense of the Servicer, without any right of reimbursement from 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 instrumentCustodial Account, the Servicer shall forward be entitled to terminate the rights and responsibilities of a subservicer and arrange, with the Owner's prior written approval, for any servicing responsibilities to be performed by a successor subservicer meeting the requirements in the preceding paragraph, provided, however, that nothing contained herein shall be deemed to prevent or prohibit the Servicer, at the Servicer's option, from electing to service the related Mortgage Loans itself. In the event that the Servicer's responsibilities and duties under this Agreement are terminated pursuant to Section 8.04, 9.01 or 10.01, and if requested to do so by the Owner, the Servicer shall at its own cost and expense terminate the rights and responsibilities of each subservicer effective as of the date of termination of the Servicer. The Servicer shall pay all fees, expenses or penalties necessary in order to terminate the rights and responsibilities of each subservicer from the Servicer's own funds without reimbursement from the Owner. Notwithstanding any of the provisions of this Agreement relating to agreements or arrangements between the Servicer and a subservicer or any reference herein to actions taken through a subservicer or otherwise, the Servicer shall not be relieved of its obligations to the Master Servicer copies of any documents evidencing such assumption, modification, consolidation or extension. In Owner and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage Loans. The Servicer shall be entitled to enter into an agreement with a subservicer for indemnification of the Servicer by the subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Any subservicing agreement and any other transactions or services relating to the Mortgage Loans involving a subservicer shall be deemed to be between such subservicer and Servicer alone, and the Owner shall have no obligations, duties or liabilities with respect to such Subservicer including no obligation, duty or liability of Owner to pay such subservicer's fees and expenses. For purposes of distributions and advances by the Servicer pursuant to this Agreement, 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 be deemed to Accepted Servicing Practices where have received a payment on a Mortgage Loan when a subservicer has received such practices do not conflict with the requirements of this Agreement, and the Owner's reliance on the Servicerpayment.

Servicer to Act as Servicer. From The Servicer shall service the Mortgage Loans in accordance with the provisions of this Servicing Agreement and after each Commencement Dateits obligations in respect of the Mortgage Loans shall be limited to those set forth in this Servicing Agreement. In accordance with and subject to the Delegation of Authority Matrix attached as Exhibit 10 hereto, the Owner shall delegate authority to the Servicer to carry out the Servicer, as an independent contractor, shall service and administer the related Mortgage Loans and shall have full power and authority, acting alone, to do any and all things in connection with such ’s servicing and administration which duties without obtaining the Servicer may deem necessary or desirable, consistent Owner’s prior written approval. Consistent with the terms of this Agreement Servicing Agreement, the PennyMac Property Preservation Program, and with Accepted Servicing Practices; provided that , the Servicer shall not take may (i) waive any action that is inconsistent late payment charge or, if applicable, any penalty interest, or (ii) extend the due dates for the Monthly Payments due on a Mortgage Note, or waive, in whole or in part, a Prepayment Penalty. Unless in compliance with or prejudices the rights and interests PennyMac Property Preservation Program, the terms of the Owner in any Mortgage Loan may only be modified, varied or under this Agreement. The Servicer shall not make any future advances forgiven with respect to a Mortgage Loan and (unless the Mortgagor is in default with respect to the Mortgage Loan or such default is, in the judgment of the Servicer, imminent and the Servicer has obtained the prior written consent of the Master Servicer) the Servicer shall not permit any modification of any material term of any Mortgage Loan including any modifications that would change the Mortgage Interest Rate, defer or forgive the payment of principal or interest, reduce or increase the outstanding principal balance (except for actual payments of principal) or change the final maturity date on such 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 Owner while the Mortgage Loan Remittance Rate on remains outstanding. The Servicer’s analysis supporting any forbearance and the unpaid principal balance conclusion that any forbearance meets the standards of such Mortgage Loan and (b) this section shall be reflected in writing or electronically in the amount paid by the MortgagorServicing File. 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, 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 a fully executed Power of attorney Attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Servicing Agreement. Promptly after The Servicer may request the execution consent of the Owner in writing by certified mail, overnight courier or such other means as may be agreed to by the parties to a course of action that the Servicer proposes to take under this Servicing Agreement. Unless the Owner shall give written notice to the Servicer that it objects to any assumptionrecommended course of action within ten (10) Business Days immediately following the day on which the Owner received the Servicer’s written consent request (together with its recommended course of action and relevant supporting documentation), modificationthe Owner shall be deemed to have consented to such recommended course of action, consolidation and Servicer may take the action recommended to the Owner, unless the Servicer determines, in its reasonable discretion, that such action is no longer prudent or extension applicable and the Servicer notifies the Owner of such decision not to act. In the event that the Owner shall object to the Servicer’s recommended course of action, Servicer shall take such action as is required by the Owner, and the Servicer shall have no liability therefor if it is not negligent in performing such action. Further, to the extent the Servicer has provided the Owner with reasonably timely notice, the Owner shall indemnify and hold harmless the Servicer from and against any penalty, fine or damages that may result from the Owner’s decision to wait for any period of time up to ten (10) Business Days before providing Servicer with direction as to the course of action to be taken as permitted in the second immediately preceding sentence. In addition, except in accordance with the PennyMac Property Preservation Program, notwithstanding the foregoing, the Servicer may not waive any Prepayment Penalty or portion thereof required by the terms of the related Mortgage Note unless (i) the Servicer determines that such waiver would maximize recovery of Liquidation Proceeds for such Mortgage Loan, but taking into account the value of such Prepayment Penalty and such Mortgage Loan, and the waiver of such Prepayment Penalty is standard and customary in servicing similar Mortgage Loans (including the waiver of a Prepayment Penalty in connection with a refinancing of the Mortgage Loan related to a default or a reasonably foreseeable default) or (ii) the enforceability thereof is limited (1) by bankruptcy, insolvency, moratorium, receivership or other similar laws relating to creditor’s rights or (2) due to acceleration in connection with a foreclosure or other involuntary payment, or (iii) in the Servicer’s reasonable judgment, (1) the waiver of such prepayment penalty relates to a default or a reasonably foreseeable default, (2) such waiver would maximize recovery of total proceeds taking into account the value of such Prepayment Penalty and such Mortgage Loan and (3) such waiver is standard and customary in servicing similar mortgage loans similar to such Mortgage Loan (including any waiver of a prepayment penalty in connection with a refinancing of a Mortgage Loan that is related to a default or a reasonably foreseeable default). In no event later than the Reporting Date in the month following the date of execution of such instrument, will the Servicer shall forward waive a Prepayment Penalty in connection with a refinancing of a Mortgage Loan that is not related to the Master Servicer copies of any documents evidencing such assumption, modification, consolidation a default or extensiona reasonably foreseeable default. 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 procedures do not conflict with the requirements of this Servicing Agreement, and the Owner's ’s reliance on the Servicer. In addition, the Servicer shall retain adequate personnel to effect such servicing and administration of the Mortgage Loans. Servicer shall have no obligation to collect a Prepayment Penalty with respect to a Mortgage Loan unless the Servicer is provided with such information electronically; provided, however, that the Servicer shall compare the Notice of Transfer of Mortgage Loans provided by the Owner and any electronic data regarding the Mortgage Loans provided by the previous servicer of such Mortgage Loans and provide the Owner with prompt written notice of any discrepancies with respect to information regarding Prepayment Penalties. The Owner may sell and transfer, in whole or in part, some or all of the Mortgage Loans at any time and from time to time (including, without limitation, in connection with a Private Securitization Transaction or a Public Securitization Transaction). Upon such execution, the Servicer shall xxxx its books and records to reflect the ownership of the Mortgage Loans by such transferee. The Servicer shall notify MERS of the ownership interest of Owner in each MOM Loan. At any time during the term of this Servicing Agreement, Owner may direct the Servicer to cause any MOM Loan to be deactivated from the MERS System. The Servicing File maintained by the Servicer pursuant to this Servicing Agreement shall be appropriately marked and identified in the Servicer’s computer system to clearly reflect the ownership of the related Mortgage Loan by the Owner. The Servicer shall release from its custody the contents of any Servicing File maintained by it only in accordance with this Servicing Agreement. The Servicer shall be responsible for the actions of any vendors which the Servicer utilizes to carry out its obligations hereunder. The Owner shall promptly reimburse the Servicer for any fees paid to such vendors by the Servicer. The Servicer shall maintain adequate capacity to service the Mortgage Loans, as well as other mortgage loans that it may service (including mortgage loans held by other entities managed by the PennyMac REIT Manager or any of it Affiliates).

Servicer to Act as Servicer. From and after each Commencement Date, the The Servicer, as an independent contractorcontract servicer, shall service and administer the related Mortgage Loans in accordance with Accepted Servicing Practices and this Agreement and shall have full power and authority, acting alone, to do or cause to be done any and all things in connection with such servicing and administration which the Servicer may deem necessary or desirable, desirable and consistent with the terms of this Agreement and Agreement. Consistent with Accepted Servicing Practices; provided that the terms of this Agreement, the Servicer shall not take may waive, modify or vary any action that is inconsistent with or prejudices the rights and interests term of the Owner in any Mortgage Loan or under this Agreement. The Servicer shall not make any future advances with respect to a Mortgage Loan and (unless the Mortgagor is in default with respect consent to the Mortgage Loan postponement of strict compliance with any such term or such default is, in any manner grant indulgence to any Mortgagor if in the judgment of Servicer's reasonable and prudent determination such waiver, modification, postponement or indulgence is not materially adverse to the ServicerPurchaser; provided, imminent and the Servicer has obtained the prior written consent of the Master Servicer) however, that the Servicer shall not permit any modification of any material term of with respect to any Mortgage Loan including any modifications that would change the Mortgage Interest Rate, defer or forgive the payment thereof or of any principal or interestinterest payments, reduce or increase the outstanding principal balance amount (except for actual payments of principal) ), make additional advances of additional principal or change extend the final maturity date on such 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 itself, and the OwnerPurchaser, 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 PropertiesProperty. If reasonably required by the Servicer, the Owner Purchaser 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 Servicer shall notify MERS of the execution ownership interest of the Purchaser in each MOM Loan through the MORNET system or MIDANET system, as applicable, or any assumption, modification, consolidation or extension other comparable system acceptable to MERS. At any time during the term of any Mortgage Loan, but in no event later than the Reporting Date in the month following the date of execution of such instrumentthis Agreement, the Purchaser may direct the Servicer shall forward to cause any MOM Loan to be deactivated from the Master Servicer copies of any documents evidencing such assumption, modification, consolidation or extensionMERS System. In servicing and administering the Mortgage Loans, the Servicer shall employ procedures (including collection procedures) procedures and exercise the same care that it customarily employs and exercises in servicing and administering mortgage loans for its own account, account giving due consideration to Accepted Servicing Practices where such accepted mortgage servicing practices do not conflict with the requirements of this Agreement, prudent lending institutions and the OwnerPurchaser's reliance on the Servicer. The Servicer will furnish, with respect to each Mortgage Loan, in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information on its borrower credit files to Equifax, Experian, and Trans Union Credit Information Company, on a monthly basis. The Servicer has in place, and will maintain throughout the term of this Agreement, a procedure by which it confirms, on an ongoing basis, that no Mortgage Loan is subject to nullification pursuant to Executive Order 13224 (the “Executive Order”) or regulations promulgated by the Office of Foreign Assets Control of the United States Department of the Treasury (the “OFAC Regulations”) or in violation of the Executive Order or the OFAC Regulations, and no Mortgagor is subject to the provisions of such Executive Order or the OFAC Regulations nor listed as a “specially designated national or blocked person” for purposes of the OFAC Regulations.

Servicer to Act as Servicer. From and after each Commencement DateThe Servicer shall service, or take such actions as are necessary to ensure, the Servicer, as an independent contractor, shall service servicing and administer administration of the related Mortgage Loans and any REO Property in accordance with this Servicing Agreement and its normal servicing practices, which generally shall conform to the standards of an institution prudently servicing mortgage loans for its own account and shall have full power and authority, acting alone, authority to do any and all things anything it reasonably deems appropriate or desirable in connection with such servicing and administration which the Servicer may deem necessary or desirable, consistent with the terms of this Agreement and with Accepted Servicing Practices; provided that the Servicer shall not take any action that is inconsistent with or prejudices the rights and interests of the Owner in any Mortgage Loan or under this Agreementadministration. The Servicer may perform its responsibilities relating to servicing through other agents or independent contractors, but shall not make thereby be released from any future advances with respect to a Mortgage Loan of its responsibilities for the servicing and (unless the Mortgagor is in default with respect to administration of the Mortgage Loan or such default is, in the judgment Loans. The authority of the Servicer, imminent in its capacity as Servicer, and any Subservicer acting on its behalf, shall include, without limitation, the power on behalf of the Depositor and the Servicer has obtained Trustee to (i) consult with and advise any Subservicer regarding administration of a related Mortgage Loan, (ii) approve any recommendation by a Subservicer to foreclose on a related Mortgage Loan, (iii) supervise the prior written consent filing and collection of insurance claims and take or cause to be taken such actions on behalf of the Master Servicerinsured Person thereunder as shall be reasonably necessary to prevent the denial of coverage thereunder, and (iv) effectuate foreclosure or other conversion of the Servicer shall not permit any modification ownership of the Mortgaged Property securing a related Mortgage Loan, including the employment of attorneys, the institution of legal proceedings, the collection of deficiency judgments, the acceptance of compromise proposals, the filing of any material term of claims under any Primary Mortgage Loan including Insurance Policy, and any modifications that would change the Mortgage Interest Rate, defer or forgive the payment of principal or interest, reduce or increase the outstanding principal balance (except for actual payments of principal) or change the final maturity date on such 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 other matter pertaining to a delinquent Mortgage Loan, including, without limitation, securing the prior written consent . The authority of the respective Qualified Insurer regarding any change Servicer shall include, in any term of such Mortgage Loanaddition, the release power to (i) execute and deliver customary consents or waivers and other instruments and documents, (ii) consent to transfer of any related Mortgaged Property and assumptions 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 Notes (in the Custodial Account from its own funds, manner provided in accordance with Section 5.03, the difference between (athis Servicing Agreement) 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 (biii) 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 5.03collect any Insurance Proceeds and Liquidation Proceeds. Without limiting the generality of the foregoing, the Servicer shall continueand any Subservicer acting on its behalf may, and is hereby authorized authorized, and empoweredempowered by the Trustee, to execute and deliver on behalf of itself and the Owner, all any instruments of satisfaction or satisfaction, cancellation, or of partial or full release, discharge and all other comparable instruments, with respect to the related Mortgage Loans Loans, the insurance policies and with respect to the accounts related thereto, and the Mortgaged Properties. If reasonably required by the Servicer, the Owner shall furnish the The Servicer with any powers of attorney and other documents necessary may exercise this power in its own name 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 name of a Subservicer. In accordance with the date standards of execution of such instrumentthe preceding paragraph, the Servicer shall forward 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 3.08, and further as provided in Section 3.07; provided that the Servicer shall not be obligated to make such advance if, in its good faith judgment, the Servicer determines that such advance will be a Nonrecoverable Advance. The relationship of the Servicer (and of any successor to the Servicer under this Servicing Agreement) to the Master Servicer copies and the other parties hereto under this Servicing Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent; provided, however, that the Servicer is authorized and empowered by the Trustee, in its own name, or in the name of any documents evidencing such assumptionSubservicer, modification, consolidation or extension. In servicing and administering the Mortgage Loans, when the Servicer shall employ procedures (including collection procedures) or such Subservicer, as the case may be, believes it is 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 exercise deliver, on behalf of the same care that it customarily employs Trustee, any and exercises all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in servicing the name of MERS, solely as nominee for the Trustee and administering mortgage loans for its own account, giving due consideration to Accepted Servicing Practices where such practices do not conflict successors and assigns. Any expenses incurred in connection with the requirements actions described in the preceding sentence shall be borne by the Servicer in accordance with Section 3.15, with no right of this Agreementreimbursement; provided, and that if, as a result of MERS discontinuing or becoming unable to continue operations in connection with the Owner's reliance MERS System, it becomes necessary to remove any Mortgage Loan from registration on the ServicerMERS System and to arrange for the assignment of the related Mortgages to the Trustee, then any related expenses shall be reimbursable to the Servicer from the Trust Fund.

Servicer to Act as Servicer. From and after each Commencement Date, the Servicer, as an independent contractor, The Servicer shall service and administer the related Mortgage Loans in accordance with this Agreement and Accepted Servicing Procedures and the terms of the Mortgage Notes and Mortgages, and shall have full power and authority, acting alonealone or through sub-servicers or agents, to do or cause to be done any and all things in connection with such servicing and administration which the Servicer may deem necessary or desirable, desirable and consistent with the terms of this Agreement and Agreement. The Servicer may perform its servicing responsibilities through agents or independent contractors, but shall not thereby be released from any of its responsibilities hereunder. Consistent with Accepted Servicing Practices; provided that the terms of this Agreement, the Servicer shall not take may waive, modify or vary any action that is inconsistent with or prejudices the rights and interests term of the Owner in any Mortgage Loan or under this Agreement. The Servicer shall not make consent to the postponement of strict compliance with any future advances with respect such term or in any manner grant indulgence to a Mortgage Loan and any Mortgagor; provided, however, that (unless the Mortgagor is in default with respect to the Mortgage Loan Loan, or such default is, in the judgment of the Servicer, imminent imminent, and the Servicer has obtained the prior written consent of the Master ServicerPurchaser) the Servicer shall not permit any modification of any material term of with respect to any Mortgage Loan which materially and adversely affects the Mortgage Loan, including without limitation, any modifications modification that would change the Mortgage Interest Rate, defer or forgive the payment of any principal or interest, reduce capitalize any past due amounts owed under the Mortgage Loan by adding amounts in arrearage to the existing Stated Principal Balance of the Mortgage Loan (but only if the CLTV of such Mortgage Loan prior to such capitalization equals or increase exceeds 80%, change the outstanding principal balance amount (except for actual payments of principal) or change ), make any future advances, extend the final maturity date on such or change the Mortgage Loan. Except with Interest Rate, as the written permission of the Master Servicercase may be, 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 combination of the related Mortgageforegoing. In Notwithstanding the event of any modification permitted hereunder which permits the deferral of interest or principal payments on any Mortgage Loanforegoing, the Servicer shallshall not waive any Prepayment Penalty or portion thereof unless (i) the enforceability thereof shall have been limited by bankruptcy, on insolvency, moratorium, receivership or other similar laws relating to creditors' rights generally or is otherwise prohibited by law, or (ii) the Business Day immediately preceding the Remittance Date enforceability thereof shall have been permanently limited due to acceleration in any month in which any such principal connection with a foreclosure or interest other involuntary payment has been deferred, deposit or (iii) in the Custodial Account from its own fundsServicer's reasonable judgment, in accordance with Section 5.03, the difference between (ax) such month's principal and one month's interest at waiver relates to a default or a reasonably foreseeable default, (y) such waiver would maximize recovery of total proceeds taking into account the Mortgage Loan Remittance Rate on the unpaid principal balance value of such Prepayment Penalty and related Mortgage Loan and (bz) doing so is standard and customary in servicing Mortgage Loans (including any waiver of a Prepayment Penalty in connection with a refinancing of a Mortgage Loan that is related to a default or reasonably foreseeable default). Except as provided in the preceding sentence, in no event will the Servicer waive a Prepayment Penalty in connection with a refinancing of a Mortgage Loan that is not related to a default or a reasonably foreseeable default. If the Servicer waives or does not collect all or a portion of a Prepayment Penalty relating to a Principal Prepayment in full or in part due to any action or omission of the Servicer, other than as permitted above, the Servicer shall deposit from its own funds without any right of reimbursement therefor the amount paid of such Prepayment Penalty (or such portion thereof as had been waived for deposit) into the Custodial Account for distribution in accordance with the terms of this Agreement. In connection with any waiver of a Prepayment Penalty by the Mortgagor. The Servicer, the Servicer shall be entitled to reimbursement account for such advances to waiver in its monthly reports as agreed upon by the same extent as for all other advances made pursuant to Section 5.03Servicer and the Purchaser. Without limiting the generality of the foregoing, the Servicer shall continue, and in its own name or acting through sub-servicers or agents is hereby authorized and empoweredempowered by the Purchaser when the Servicer believes it appropriate and reasonable in its best judgment, to execute and deliver deliver, on behalf of itself and the OwnerPurchaser, 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 the Mortgaged Properties and to institute foreclosure proceedings or obtain a deed-in-lieu of foreclosure so as to convert the ownership of such properties, and to hold or cause to be held title to such properties, on behalf of the Purchaser pursuant to the Mortgaged Propertiesprovisions of Subsection 11.12. If reasonably The Servicer shall make all required by Servicing Advances and shall service and administer the Servicer, Mortgage Loans in accordance with applicable state and federal law and shall provide to the Owner Mortgagors any reports required to be provided to them thereby. The Purchaser shall furnish to the Servicer with any powers of attorney and other documents reasonably necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. Promptly after Notwithstanding anything to the execution contrary in this Agreement, the Purchaser may at any time and from time to time, in its sole discretion, upon written notice to the Seller, with respect to (1) any REO Property or (2) all Mortgage Loans that are 90 or more days delinquent as of any assumption, modification, consolidation or extension the date of such notice and any Mortgage Loan, but in no event later than the Reporting Date in the month Loans that subsequently become 90 or more days delinquent following the date of execution such notice (for the purposes of this paragraph 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, "Delinquent Mortgage Loans"), either (i) terminate the Seller's servicing obligations hereunder with respect to such REO Properties and Delinquent Mortgage Loans, upon reimbursement of any unreimbursed advances owed to the Servicer and payment of the termination fee referred to in Subsection 14.02, or (ii) assume the absolute right to direct the Seller to take such actions with respect to such REO Property and Delinquent Mortgage Loans as the Seller would otherwise be able to undertake pursuant to Subsection 11.12. Upon the effectiveness of any such termination of the Seller's servicing obligations with respect to any such REO Property or Delinquent Mortgage Loan, the Seller shall employ procedures (including collection procedures) deliver all agreements, documents, and exercise instruments related thereto to the same care that it customarily employs and exercises Purchaser, in servicing and administering mortgage loans for its own account, giving due consideration to accordance with Accepted Servicing Practices where such practices do not conflict Procedures and applicable law and shall transfer servicing to the Purchaser's designee in accordance with the requirements of this Agreement, and the Owner's reliance on the ServicerAcceptable Servicing Procedures.

Servicer to Act as Servicer. From and after each Commencement Date, the The Servicer, either itself or through a subservicer, as an independent contractorcontract servicer, shall service and administer the related Mortgage Loans in accordance with this Agreement and with Accepted Servicing Practices (giving due consideration to the Owner’s reliance on the Servicer), and shall have full power and authority, acting alone, to do or cause to be done any and all things in connection with such servicing and administration which the Servicer may deem necessary or desirable, desirable and consistent with the terms of this Agreement and with Accepted Servicing Practices; provided that . The Owner may, at its option, deliver powers-of-attorney to the Servicer shall not take any action that is inconsistent sufficient to allow the Servicer as servicer to execute all documentation requiring execution on behalf of Owner with or prejudices respect to the rights and interests servicing of the Owner Mortgage Loans, including satisfactions, partial releases, modifications and foreclosure documentation or, in the alternative, shall as promptly as reasonably feasible, execute and return such documentation to the Servicer. Consistent with the terms of this Agreement, the Servicer may waive, modify or vary any term of any Mortgage Loan or under this Agreement. The Servicer shall not make any future advances with respect to a Mortgage Loan and (unless the Mortgagor is in default with respect consent to the Mortgage Loan postponement of any such term or such default is, in any manner grant indulgence to any Mortgagor if in the judgment of Servicer’s reasonable and prudent determination such waiver, modification, postponement or indulgence is not materially adverse to the ServicerOwner; provided, imminent and however, that unless the Servicer has obtained the prior written consent of the Master Servicer) Owner, the Servicer shall not permit any modification of any material term of with respect to any Mortgage Loan including any modifications that would change the Mortgage Interest Rate, defer or forgive the payment of principal or interest, reduce or increase the outstanding principal balance (except for actual payments of principal) or change the final maturity date on such 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, (i) to prepare, execute and deliver on behalf of itself and the Ownerdeliver, 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 Properties and (ii) in accordance with Accepted Servicing Practices to consent to subordination of the lien associated with any Mortgage Loan in connection with the refinance of the related first lien by the Servicerrelated Mortgagor. The Servicer is authorized and empowered by the Owner, in its own name, when the Servicer believes it appropriate in its reasonable judgment and in the best interests of the Owner to register at the Owner’s expense 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 Owner, 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 Owner and its successors and assigns. Unless a different time period is stated in this Agreement, the Owner shall furnish be deemed to have given consent in connection with a particular matter if the Owner does not affirmatively grant or deny consent within five (5) Business Days from the date the Owner receives a second written request for consent for such matter from the Servicer with any powers of attorney and other documents necessary or appropriate pursuant to enable Section 11.04. Notwithstanding anything in this Agreement to the Servicer to carry out its servicing and administrative duties under this Agreement. Promptly after the execution of any assumptioncontrary, 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 instrumentif a REMIC election is made, the Servicer shall forward not (unless the related Mortgagor is in default with respect to the Master Servicer copies Mortgage Loan or such default is, in the judgment of the Servicer, reasonably foreseeable) make or permit any modification, waiver or amendment of any documents evidencing term of any Mortgage Loan that would both (i) effect an exchange or reissuance of such assumptionMortgage Loan under Section 1001 of the Code (or Treasury regulations promulgated thereunder) and (ii) cause the related REMIC to fail to qualify as a REMIC under the Code or the imposition of any tax on “prohibited transactions” or “contributions” after the “startup date” of such REMIC under the REMIC Provisions. The Servicer shall perform all of its servicing responsibilities hereunder or may cause a subservicer to perform any such servicing responsibilities on its behalf, modificationbut the use by the Servicer of a subservicer shall not release the Servicer from any of its obligations hereunder and the Servicer shall remain responsible hereunder for all acts and omissions of each subservicer as fully as if such acts and omissions were those of the Servicer. The Servicer shall pay all fees and expenses of each subservicer from its own funds, consolidation or extensionand a subservicer’s fee shall not exceed the Servicing Fee. The initial subservicer shall be Xxxxx Home Equity Corporation. In addition, any reference in this Agreement to obligations of the Servicer’s subsidiaries shall not release the Servicer from any of its obligations hereunder and the Servicer shall remain responsible hereunder for all acts and omissions of each such subsidiary as fully as if such acts and omissions were those of the Servicer. At the cost and expense of the Servicer, without any right of reimbursement from the Custodial Account, the Servicer shall be entitled to terminate the rights and responsibilities of a subservicer and arrange for any servicing responsibilities to be performed by a successor subservicer meeting the requirements in the preceding paragraph; provided, however, that nothing contained herein shall be deemed to prevent or prohibit the Servicer, at the Servicer’s option, from electing to service the related Mortgage Loans itself. In the event that the Servicer’s responsibilities and duties under this Agreement are terminated pursuant to Section 8.04, 9.01 or 10.01, and if requested to do so by the Owner, the Servicer shall at its own cost and expense terminate the rights and responsibilities of each subservicer effective as of the date of termination of the Servicer. The Servicer shall pay all fees, expenses or penalties necessary in order to terminate the rights and responsibilities of each subservicer from the Servicer’s own funds without reimbursement from the Owner. Notwithstanding any of the provisions of this Agreement relating to agreements or arrangements between the Servicer and a subservicer or any reference herein to actions taken through a subservicer or otherwise, the Servicer shall not be relieved of its obligations to the Owner and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage Loans. The Servicer shall be entitled to enter into an agreement with a subservicer for indemnification of the Servicer by the subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Any subservicing agreement and any other transactions or services relating to the Mortgage Loans involving a subservicer shall be deemed to be between such subservicer and Servicer alone, and the Owner shall have no obligations, duties or liabilities with respect to such Subservicer including no obligation, duty or liability of Owner to pay such subservicer’s fees and expenses. For purposes of distributions and advances by the Servicer pursuant to this Agreement, 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 be deemed to Accepted Servicing Practices where have received a payment on a Mortgage Loan when a subservicer has received such practices do not conflict with the requirements of this Agreement, and the Owner's reliance on the Servicerpayment.

Servicer to Act as Servicer. From and after each Commencement (a) Commencing on the Closing Date, the Servicer, as an independent contractor, Servicer shall service and administer the related each Mortgage Loans and shall have full power and authority, acting alone, to do any and all things Loan in connection with such servicing and administration which the Servicer may deem necessary or desirable, consistent with the terms of this Agreement and accordance with Accepted Servicing Practices; provided that the . (b) The Servicer shall not take any action that is inconsistent maintain an EDP containing all information and programming necessary to service the Mortgage Loans in accordance with or prejudices Section 2.01(a) hereof. The Mortgage Loans shall be grouped on the rights and interests Servicer's EDP to reflect the Trust Fund as the owner of the Owner in Mortgage Loans. (c) The Servicer may not waive, modify or vary any term of a Mortgage Loan or under this AgreementNote without the Depositor's prior written consent. The Servicer shall not make comply with all applicable federal, state and local legal and regulatory requirements (including laws, statutes, rules, regulations and ordinances) in connection with the modification of the Mortgage Note. (d) Notwithstanding anything herein to the contrary, the Servicer shall follow any future advances with respect to a Mortgage Loan and (unless reasonable directions given by the Mortgagor is in default Trustee, the Master Servicer and/or the Depositor with respect to the Mortgage Loan or such default is, in the judgment servicing of the ServicerMortgage Loans. (e) With the exception of Ancillary Fees and any other charges expressly permitted by the Mortgage Note and applicable law, imminent and the Servicer has obtained covenants and agrees that it will not, without the prior written consent of the Master Servicer) the Servicer shall not permit Sponsor, charge or collect from any modification Mortgagor, or trustee under a deed of trust, any fees of any material term of any Mortgage Loan including any modifications that would change the Mortgage Interest Rate, defer or forgive the payment of principal or interest, reduce or increase the outstanding principal balance (except for actual payments of principal) or change the final maturity date on such 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, kind 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 but not limited 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 charges 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 amounts expended by the Servicer, regardless of the Owner shall furnish characterization of the Servicer with any fee or charge. (f) The Trustee agrees to execute such limited powers of attorney provided to it by the Servicer, in a form acceptable to it, as are necessary and other documents necessary or appropriate to enable assist the Servicer to carry out its servicing and administrative duties responsibilities under this Agreement. Promptly after . (g) In connection with its duties hereunder, in the execution event the Servicer requires an original of any assumption, modification, consolidation or extension of any document contained in a Mortgagor's file to service a Mortgage Loan, but in no event later than it shall submit a written request to the Reporting Date in Trustee and its Custodian and the month following Trustee, or its Custodian, shall provide the date original document to the Servicer within two (2) Business Days after receipt of execution the written request, provided that (a) as to any recorded document, the applicable recorder's office has returned the recorded document to the Servicer or (b) as to the original title insurance policy, the Servicer has received such policy. When requesting a release of such instrumentdocuments from the Trustee, the Servicer shall forward to use the Master Servicer copies of any documents evidencing such assumption, modification, consolidation or extension. In servicing and administering form attached hereto as Exhibit N. Notwithstanding the Mortgage Loansforegoing, the Servicer acknowledges and agrees that the Sponsor maintains agreements with document custodians selected by it from time to time, pursuant to which such custodians maintain Mortgage Loan files on behalf of the Sponsor. The Servicer agrees to cooperate with such custodians and request from such custodians the documents and Mortgage Files required by the Servicer which are maintained by such custodians (with a copy of such request sent to the Sponsor). (h) The Servicer shall employ procedures not, unless default by the related Mortgagor has occurred or is imminent, knowingly permit any modification, waiver or amendment of any material term of any Mortgage Loan (including collection proceduresbut not limited to the interest rate, the principal balance, the amortization schedule, or any other term affecting the amount or timing of payments on the Mortgage Loan or the collateral therefor) and exercise unless the same care that it customarily employs and exercises in servicing and administering mortgage loans for its own accountServicer shall have provided to the Depositor, giving due consideration to Accepted Servicing Practices where such practices do not conflict with the requirements of this Agreement, Securities Administrator and the Owner's reliance on Trustee an Opinion of Counsel in writing to the Servicereffect that such modification, waiver or amendment would not cause an Adverse REMIC Event.

Servicer to Act as Servicer. From and after each Commencement Date, the Servicer, as an independent contractor, The Servicer shall service and administer the related Mortgage Loans in accordance with this Agreement and Accepted Servicing Procedures and the terms of the Mortgage Notes and Mortgages, and shall have full power and authority, acting alonealone or through sub-servicers or agents, to do or cause to be done any and all things in connection with such servicing and administration which the Servicer may deem necessary or desirable, desirable and consistent with the terms of this Agreement and Agreement. The Servicer may perform its servicing responsibilities through agents or independent contractors, but shall not thereby be released from any of its responsibilities hereunder. Consistent with Accepted Servicing Practices; provided that the terms of this Agreement, the Servicer shall not take may waive, modify or vary any action that is inconsistent with or prejudices the rights and interests term of the Owner in any Mortgage Loan or under this Agreement. The Servicer shall not make consent to the postponement of strict compliance with any future advances with respect such term or in any manner grant indulgence to a Mortgage Loan and any Mortgagor; provided, however, that (unless the Mortgagor is in default with respect to the Mortgage Loan Loan, or such default is, in the judgment of the Servicer, imminent imminent, and the Servicer has obtained the prior written consent of the Master ServicerPurchaser) the Servicer shall not permit any modification of any material term of with respect to any Mortgage Loan which materially and adversely affects the Mortgage Loan, including without limitation, any modifications modification that would change the Mortgage Interest Rate, defer or forgive the payment of any principal or interest, reduce or increase change the outstanding principal balance amount (except for actual payments of principal) or change ), make any future advances, extend the final maturity date on or change the Mortgage Interest Rate, as the case may be, with respect to such Mortgage Loan. Except with Notwithstanding the written permission of foregoing, the Master ServicerServicer shall not waive any Prepayment Penalty or portion thereof unless (i) the enforceability thereof shall have been limited by bankruptcy, no modificationinsolvency, recastmoratorium, extensionreceivership or other similar laws relating to creditors’ rights generally or is otherwise prohibited by law, or capitalization (ii) the enforceability thereof shall have been permanently limited due to acceleration in connection with a foreclosure or other involuntary payment or (iii) in the Servicer’s reasonable judgment, (x) such waiver relates to a default or a reasonably foreseeable default, (y) such waiver would maximize recovery of delinquent payments total proceeds taking into account the value of such Prepayment Penalty and related Mortgage Loan and (z) doing so is standard and customary in servicing Mortgage Loans (including any waiver of a Prepayment Penalty in connection with a refinancing of a Mortgage Loan shall be permittedthat is related to a default or reasonably foreseeable default). Where applicableExcept as provided in the preceding sentence, in no event will the Servicer waive a Prepayment Penalty in connection with a refinancing of a Mortgage Loan that is not related to a default or a reasonably foreseeable default. If the Servicer waives or does not collect all or a portion of a Prepayment Penalty relating to a Principal Prepayment in full or in part due to any action or omission of the Servicer, other than as permitted above, the Servicer must satisfy all requirements under shall deposit from its own funds without any right of reimbursement therefor 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 amount of such Mortgage Loan, Prepayment Penalty (or such portion thereof as had been waived for deposit) into the release Custodial Account for distribution in accordance with the terms 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 Mortgagethis Agreement. In connection with any waiver of a Prepayment Penalty by the event of any modification permitted hereunder which permits the deferral of interest or principal payments on any Mortgage LoanServicer, the Servicer shall, on the Business Day immediately preceding the Remittance Date shall account for such waiver 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 monthly reports as agreed upon by the Mortgagor. The Servicer shall be entitled to reimbursement for such advances to and the same extent as for all other advances made pursuant to Section 5.03Purchaser. Without limiting the generality of the foregoing, the Servicer shall continue, and in its own name or acting through sub-servicers or agents is hereby authorized and empoweredempowered by the Purchaser when the Servicer believes it appropriate and reasonable in its best judgment, to execute and deliver deliver, on behalf of itself and the OwnerPurchaser, 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 the Mortgaged Properties and to institute foreclosure proceedings or obtain a deed-in-lieu of foreclosure so as to convert the ownership of such properties, and to hold or cause to be held title to such properties, on behalf of the Purchaser pursuant to the Mortgaged Propertiesprovisions of Subsection 11.12. If reasonably The Servicer shall make all required by Servicing Advances and shall service and administer the Servicer, Mortgage Loans in accordance with applicable state and federal law and shall provide to the Owner Mortgagors any reports required to be provided to them thereby. The Purchaser shall furnish to the Servicer with any powers of attorney and other documents reasonably necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. Promptly after Notwithstanding anything to the execution contrary in this Agreement, the Purchaser may at any time and from time to time, in its sole discretion, upon written notice to the Seller, with respect to (1) any REO Property or (2) all Mortgage Loans that are 90 or more days delinquent as of any assumption, modification, consolidation or extension the date of such notice and any Mortgage Loan, but in no event later than the Reporting Date in the month Loans that subsequently become 90 or more days delinquent following the date of execution such notice (for the purposes of this paragraph 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, “Delinquent Mortgage Loans”), either (i) terminate the Seller’s servicing obligations hereunder with respect to such REO Properties and Delinquent Mortgage Loans, upon reimbursement of any unremibursed advances owed to the Servicer and payment of the termination fee referred to in Subsection 14.02, or (ii) assume the absolute right to direct the Seller to take such actions with respect to such REO Property and Delinquent Mortgage Loans as the Seller would otherwise be able to undertake pursuant to Subsection 11.12. Upon the effectiveness of any such termination of the Seller’s servicing obligations with respect to any such REO Property or Delinquent Mortgage Loan, the Seller shall employ procedures (including collection procedures) deliver all agreements, documents, and exercise instruments related thereto to the same care that it customarily employs and exercises Purchaser, in servicing and administering mortgage loans for its own account, giving due consideration to accordance with Accepted Servicing Practices where such practices do not conflict Procedures and applicable law and shall transfer servicing to the Purchaser’s designee in accordance with the requirements of this Agreement, and the Owner's reliance on the ServicerAcceptable Servicing Procedures.

Servicer to Act as Servicer. From With respect to the Mortgage Loans in each Mortgage Loan Package, from and after each Commencement Datethe date set forth in the applicable Commitment Letter, the Servicer, as an independent contractor, shall (1) service and administer the related Mortgage Loans during the Interim Servicing Period, pursuant to the terms of this Agreement, under the Servicer’s name on an Actual/Actual Basis and (2) service and administer the Mortgage Loans included in a Securitization Transaction, pursuant to the terms of this Agreement as amended by the terms of the related Assignment, Assumption and Recognition Agreement, under the Servicer’s name on an Scheduled/Scheduled Basis in accordance with the Assignment, Assumption and Recognition Agreement, , and shall have full power and authority, acting alone, authority to do any and all things in connection with such servicing and administration which the Servicer may deem necessary or desirable, consistent with the terms of this Agreement and with Accepted Servicing Practices; provided that the . The Servicer shall not take any action that is inconsistent with or prejudices acknowledge by email to the rights Owner its receipt of each Mortgage Loan Schedule and interests the Servicer’s assumption of the Owner in any servicing responsibilities with respect to the related Mortgage Loan or under Package; provided, that each Mortgaged Loan Package will become subject to this AgreementAgreement only upon the execution and delivery of the Commitment Letter by both the Owner and the Servicer. The Servicer shall provide the Owner with a description of its modification plan types. The Servicer shall not make enter into any future advances with respect to modification plan which is not a Mortgage Loan and (unless modification plan type approved by the Mortgagor is in default with respect Owner. Unless provided herein, Owner shall delegate authority to the Mortgage Loan or such default is, in the judgment of the Servicer, imminent Servicer to carry out its servicing and the Servicer has obtained the administration duties without obtaining Owner’s prior written consent of approval. Notwithstanding anything in this Agreement to the Master Servicer) contrary, the Servicer shall not (i) permit any modification of any material term of with respect to any Mortgage Loan including any modifications that would change the Mortgage Interest Rate, defer or forgive the payment of principal or interest, reduce or increase the outstanding principal balance (except for reductions resulting from actual payments of principal) or change the final maturity date on such Mortgage LoanLoan (except for a reduction of interest payments resulting from the application of the Servicemembers’ Civil Relief Act or any similar state laws) or (ii) except as provided in the following paragraph, waive any Prepayment Penalty. Except Consistent with the written permission terms of the Master Servicer, no modification, recast, extension, or capitalization of delinquent payments of a Mortgage Loan shall be permitted. Where applicablethis Agreement and Accepted Servicing Practices, the Servicer must satisfy all requirements under may (i) waive any late payment charge or, if applicable, any penalty interest, or (ii) extend the applicable PMI Policy and/or due dates for the Monthly Payments due on a Mortgage Note for a period of not greater than 90 days; provided, that such waiver, forbearance or extensions shall not change the Mortgage Rate, shall not forgive the payment of principal or interest, extend the final maturity date of such Mortgage Loan or waive, in whole or in part, a Prepayment Penalty. The terms of any applicable LPMI Policy regarding the relief granted Mortgage Loan may only be modified, varied or forgiven only 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 Owner while the Mortgage Loan Remittance Rate on remains outstanding. The Servicer’s analysis supporting any forbearance and the unpaid principal balance conclusion that any forbearance meets the standards of such Mortgage Loan and (b) this section shall be reflected in writing in the amount paid by the MortgagorServicing File. 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, 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 a fully executed Power of attorney Attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. Promptly after Servicer may request the execution consent of Owner in writing by certified mail, overnight courier or such other means as may be agreed to by the parties to a course of action that Servicer proposes to take under this Agreement. Unless Owner shall give written notice to Servicer that it objects to any assumptionrecommended course of action within ten (10) Business Days immediately following the day on which Owner received Servicer’s written consent request (together with its recommended course of action and relevant supporting documentation), modificationOwner shall be deemed to have consented to such recommended course of action, consolidation and Servicer may take the action recommended to Owner, unless Servicer determines, in its reasonable discretion, that such action is no longer prudent or extension applicable and the Servicer notifies the Owner of such decision not to act. In the event that Owner shall object to Servicer’s recommended course of action, Servicer shall take such action as is required by Owner, and Servicer shall have no liability therefor if it is not negligent in performing such action. Further, to the extent Servicer has provided Owner with reasonably timely notice, Owner shall indemnify and hold harmless Servicer from and against any penalty, fine or damages that may result from Owner’s decision to wait for any period of time up to ten (10) Business Days before providing Servicer with direction as to the course of action to be taken as permitted in the second immediately preceding sentence. In addition, notwithstanding the foregoing, the Servicer may not waive any Prepayment Penalty or portion thereof required by the terms of the related Mortgage Note unless (i) the Servicer determines that such waiver would maximize recovery of Liquidation Proceeds for such Mortgage Loan, but taking into account the value of such Prepayment Penalty and the Mortgage Loan, and the waiver of such Prepayment Penalty is standard and customary in servicing similar Mortgage Loans (including the waiver of a Prepayment Penalty in connection with a refinancing of the Mortgage Loan related to a default or a reasonably foreseeable default) or (ii) the enforceability thereof is limited (1) by bankruptcy, insolvency, moratorium, receivership or other similar laws relating to creditor’s rights or (2) due to acceleration in connection with a foreclosure or other involuntary payment, or (iii) in the Servicer’s reasonable judgment, (1) the waiver of such prepayment penalty relates to a default or a reasonably foreseeable default, (2) such waiver would maximize recovery of total proceeds taking into account the value of such prepayment penalty and related Mortgage Loan and (3) such waiver is standard and customary in servicing similar mortgage loans similar to the related Mortgage Loan (including any waiver of a prepayment penalty in connection with a refinancing of a Mortgage Loan that is related to a default or a reasonably foreseeable default). In no event later will the Servicer waive a prepayment penalty in connection with a refinancing of a Mortgage Loan that is not related to a default or a reasonably foreseeable default. If a Prepayment Penalty is waived other than as permitted above, then the Reporting Date in Servicer is required to deposit the month following the date of execution amount of such instrumentwaived Prepayment Penalty into the Custodial Account together with and at the time that the amount prepaid on the related Mortgage Loan is required to be deposited into the Custodial Account; provided, however, that the Servicer shall forward not have an obligation to pay the Master Servicer copies amount of any documents evidencing uncollected Prepayment Penalty if the failure to collect such assumption, modification, consolidation amount is the direct result of inaccurate or extensionincomplete information on the Mortgage Loan Schedule in effect at such time. 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 procedures do not conflict with the requirements of this Agreement, and the Owner's ’s reliance on the Servicer. In addition, the Servicer shall retain adequate personnel to effect such servicing and administration of the Mortgage Loans. Servicer shall have no obligation to collect a prepayment penalty with respect to a Mortgage Loan unless Servicer is provided with such information electronically; provided, however, Servicer shall compare the Servicing Transfer Schedule provided by Owner and any electronic data regarding the Mortgage Loans provided by the previous servicer of such Mortgage Loans and provide Owner prompt written notice of any discrepancies with respect to information regarding Prepayment Penalties. The Owner may sell and transfer, in whole or in part, some or all of the Mortgage Loans at any time and from time to time (including, without limitation, in connection with a Securitization Transaction). Upon any such sale, the Servicer shall execute and deliver an Assignment, Assumption and Recognition Agreement; provided, that the Servicer shall not be obligated to recognize the transferee of such Mortgage Loans as the assignee of the rights of the Owner hereunder with respect to such Mortgage Loans unless such transferee executes and delivers such Assignment, Assumption and Recognition Agreement. Upon such execution, the Servicer shall xxxx its books and records to reflect the ownership of the Mortgage Loans by such transferee. Upon such assignment of rights and assumption of obligations, the assignee or designee shall accede to the rights and obligations hereunder of the Owner with respect to the transferred Mortgage Loans, except as otherwise set forth in the Assignment, Assumption and Recognition Agreement, and the Owner shall be released from its obligations hereunder accruing on and after the date of such transfer, but shall remain liable for any obligations hereunder accruing prior to the date of such transfer. Notwithstanding the foregoing, there shall not be more than five (5) Owners of the Mortgage Loans with respect to any particular Mortgage Loan Package inclusive of the Mortgage Loans included in a Securitization Transaction. The Servicer shall notify MERS of the ownership interest of Owner in each MOM Loan through (i) the Servicer’s system; provided such system is acceptable to MERS or (ii) any system acceptable to MERS. The Servicing File maintained by the Servicer pursuant to this Agreement shall be appropriately marked and identified in the Servicer’s computer system to clearly reflect the ownership of the related Mortgage Loan by the Owner. The Servicer shall release from its custody the contents of any Servicing File maintained by it only in accordance with this Agreement. The Servicer shall be responsible for the actions of any vendors which the Servicer utilizes to carry out its obligations hereunder and any fees paid to such vendors shall be paid by the Servicer from its own funds.

Servicer to Act as Servicer. From With respect to each Mortgage Loan in each Mortgage Loan Package, from and after each Commencement the related Transfer Date, the Servicer, as an independent contractor, shall service and administer the related Mortgage Loans pursuant to the terms of this Agreement, under the Servicer's name on a scheduled/scheduled basis, and shall have full power and authority, acting alone, authority to do any and all things in connection with such servicing and administration which the Servicer may deem necessary or desirable, consistent with the terms of this Agreement and with Accepted Servicing Practices; provided that the . The Servicer shall not take any action that is inconsistent with or prejudices acknowledge by email to the rights Owner its receipt of each Mortgage Loan Schedule and interests the Servicer's assumption of the Owner in servicing responsibilities with respect to the related Mortgage Loan Package. The Servicer may not waive, modify or vary any term of any Mortgage Loan or under this Agreement. The Servicer shall not make any future advances with respect to a Mortgage Loan and (unless the Mortgagor is in default with respect consent to the Mortgage Loan postponement of strict compliance with any such term or such default is, in the judgment of the Servicer, imminent and the Servicer has obtained any manner grant indulgence to any Mortgagor without the prior written consent of the Master Servicer) the Servicer shall not permit any modification of any material term of any Mortgage Loan including any modifications that would change the Mortgage Interest Rate, defer or forgive the payment of principal or interest, reduce or increase the outstanding principal balance (except for actual payments of principal) or change the final maturity date on such 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 5.03Owner. 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, the Mortgage Loan Documents or applicable law, and the Owner's reliance on the Servicer. The Servicer shall keep at its servicing office books and records in which, subject to such reasonable regulations as it may prescribe, the Servicer shall note transfers of Mortgage Loans. No transfer of a Mortgage Loan may be made unless such transfer is in compliance with the terms hereof. For the purposes of this Agreement, Servicer shall be under no obligation to deal with any Person with respect to this Agreement or the Mortgage Loans unless the Servicer has been notified of such transfers as provided in this Section 2.01. The Owner may sell and transfer, in whole or in part, the Mortgage Loans. Upon notice thereof, Servicer shall mark its books and records to reflect the ownership of the Mortgagx Xxans by such assignee, and the previous Owner shall be released from its obligations hereunder. This Agreement shall be binding upon and inure to the benefit of the Owner and Servicer and their permitted successors, assignees and designees. The Servicer shall notify MERS of the ownership interest of Owner in each MOM Loan through the MORNET system or MIDANET system, as applicable, or any other comparable system acceptable to MERS. At any time during the term of this Agreement, Owner may direct Servicer to cause any MOM Loan to be deactivated from the MERS System. The Servicer shall be responsible for the actions of any vendors which the Servicer utilizes to carry out its obligations hereunder and any fees paid to such vendors shall be paid by the Servicer from its own funds.

Servicer to Act as Servicer. From and after each Commencement Date, the Servicer, as an independent contractor, The Servicer shall service and administer the related Mortgage Loans in accordance with this Agreement and with Accepted Servicing Practices and shall have full power and authority, acting alone, to do or cause to be done any and all things in connection with such servicing and administration which the Servicer may deem necessary or desirable, desirable and consistent with the terms of this Agreement and with Accepted Servicing PracticesPractices and shall exercise the same care that it customarily employs for its own account. In addition, the Servicer shall furnish information regarding the borrower credit files related to such Mortgage Loan to credit reporting agencies in compliance with the provisions of the Fair Credit Reporting Act and the applicable implementing regulations. Except as set forth in this Agreement, the Servicer shall service the Mortgage Loans in accordance with Accepted Servicing Practices in compliance with the servicing provisions of the Xxxxxx Xxx Guide, which include, but are not limited to, provisions regarding the liquidation of Mortgage Loans, the collection of Mortgage Loan payments, the payment of taxes, insurance and other charges, the maintenance of hazard insurance with a Qualified Insurer, the maintenance of fidelity bond and errors and omissions insurance, inspections, the restoration of Mortgaged Property, the maintenance of Primary Mortgage Insurance Policies, insurance claims, and title insurance, management of REO Property, permitted withdrawals with respect to REO Property, liquidation reports, and reports of foreclosures and abandonments of Mortgaged Property, the transfer of Mortgaged Property, the release of Mortgage Loan Documents, annual statements, and examination of records and facilities. In the event of any conflict, inconsistency or discrepancy between any of the servicing provisions of this Agreement and any of the servicing provisions of the Xxxxxx Mae Guide, the provisions of this Agreement shall control and be binding upon the Depositor and the Servicer. In addition, if a Mortgage Loan is in default or such default is reasonably foreseeable, the Servicer may also 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, including without limitation, to (1) capitalize any amounts owing on the Mortgage Loan by adding such amount to the outstanding principal balance of the Mortgage Loan, (2) defer such amounts to a later date or the final payment date of such Mortgage Loan, (3) extend the maturity of any such Mortgage Loan, (4) amend the related Mortgage Note to reduce the related Mortgage Rate with respect to any Mortgage Loan, (5) convert the Mortgage Rate on any Mortgage Loan from a fixed rate to an adjustable rate or vice versa, (6) with respect to a mortgage loan with an initial fixed rate period followed by an adjustable rate period, extend the fixed period and reduce the adjustable rate period, and/or (7) forgive the amount of any interest and principal owed by the related Mortgagor; provided that, in the Servicer's determination, such waiver, modification, postponement or indulgence: (A) is not materially adverse to the interests of the Certificateholders in the aggregate on a present value basis using reasonable assumptions (including taking into account any estimated Realized Loss that might result absent such action) and (B) does not amend the related Mortgage Note to extend the maturity thereof later than the date of the Latest Possible Maturity Date; provided further, that the Servicer shall not take any action that is inconsistent with modify, waive or prejudices vary the rights and interests term of the Owner in any Mortgage Loan which is not in default or under this Agreementas to which default is not reasonably foreseeable unless the Servicer delivers to the Trustee an Opinion of Counsel, from counsel that has a national reputation with respect to taxation of REMICs, that such modification of such Mortgage Loan will not result in the imposition of taxes on or disqualify from REMIC status any of the 2007-AR5 REMICs. In connection with any such Servicing Modification, the Servicer may reimburse itself from the Trust for any outstanding advances or Monthly Advances at the time of the modification to the extent interest and principal is forgiven or Monthly Advances are reimbursed. Any such reimbursement shall occur during the same calendar month as the Servicing Modification, to the extent that such advances or Monthly Advances are forgiven, and any such reimbursement will be treated as a Realized Loss which will be incurred on the Distribution Date related to the calendar month during which the Servicing Modification occurred. To the extent advances, Monthly Advances or other amounts owed to the Servicer are capitalized, the Servicer may reimburse itself from such arrearages on a first priority basis. The Servicer shall not make any future advances provide to each Mortgagor of a Mortgage Loan all payment options listed in the related Mortgage Note that are available to such Mortgagor with respect to a such payment, notwithstanding any provision in the related Mortgage Loan and (unless Note that explicitly states or implies that providing such options is optional for the Mortgagor is in default with respect to the servicer of such Mortgage Loan or such default is, in the judgment owner or holder of the Servicerrelated Mortgage Note. Notwithstanding the foregoing, imminent and the Servicer has obtained the prior written consent of the Master Servicer) the Servicer shall not permit any modification of any material term of with respect to any Mortgage Loan including any modifications that would change the Mortgage Interest Rate, defer both constitute a sale or forgive the payment of principal or interest, reduce or increase the outstanding principal balance (except for actual payments of principal) or change the final maturity date on such 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 exchange of such Mortgage Loan and (b) within 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 meaning of Section 5.03. Without limiting the generality 1001 of the foregoingCode and 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 in Full) and cause any REMIC formed under this Agreement to fail to qualify as a REMIC under the Code. Upon request, 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 Trustee shall furnish the Servicer with any powers of attorney attorney, in substantially the form attached hereto as Exhibit I, and other documents in form as provided to it necessary or appropriate to enable the Servicer to carry out its service and administer the related Mortgage Loans and REO Property. The Trustee shall provide access to the records and documentation in possession of the Trustee regarding the related Mortgage Loans and REO Property and the servicing and administrative duties under this Agreement. Promptly after thereof to 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 instrumentCertificateholders, 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 AgreementFDIC, and the Ownersupervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the Trustee; provided, however, that, unless otherwise required by law, the Trustee shall not be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee's reliance actual costs. The Trustee shall execute and deliver to the Servicer any court pleadings, requests for trustee's sale or other documents prepared by the Servicer as necessary or desirable to (i) the foreclosure or trustee's sale with respect to a Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note or Security Instrument; (iii) obtain a deficiency judgment against the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or Security Instrument or otherwise available at law or equity. The Servicer shall not waive any Prepayment Charge unless: (i) the enforceability thereof shall have been limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors' rights generally, (ii) the enforcement thereof is illegal, or any local, state or federal agency has threatened legal action if the prepayment penalty is enforced, (iii) the mortgage debt has been accelerated in connection with a foreclosure or other involuntary payment or (iv) such waiver is standard and customary in servicing similar Mortgage Loans and relates to a default or a reasonably foreseeable default and would, in the reasonable judgment of the Servicer, maximize recovery of total proceeds taking into account the value of such Prepayment Charge and the related Mortgage Loan. If a Prepayment Charge is waived, but does not meet the standards described above, then the Servicer is required to pay the amount of such waived Prepayment Charge by remitting such amount to the Depositor by the Distribution Account Deposit Date.

Servicer to Act as Servicer. From and after each Commencement Date, the The Servicer, as an independent contractorcontract servicer, shall service and administer the related Mortgage Loans in accordance with this Agreement and the normal and usual standards of practice of prudent mortgage servicers, and shall have full power and authority, acting alone, to do or cause to be done any and all things in connection with such servicing and administration which the Servicer may deem necessary or desirable, desirable and consistent with the terms of this Agreement including, in the case of FHA Loans, taking all actions that a mortgagee is permitted or required to take by the FHA (the "Servicing Standards"). Consistent with the terms of this Agreement, the 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 in the Servicer's reasonable and with Accepted Servicing Practicesprudent determination such waiver, modification, postponement or indulgence is not materially adverse to the Certificateholders; provided PROVIDED, HOWEVER, that the Servicer shall not take any action that is inconsistent with or prejudices the rights and interests of the Owner in any Mortgage Loan or under this Agreement. The Servicer shall not make any future advances with respect to a Mortgage Loan and (unless the Mortgagor is in default with respect to the Mortgage Loan or such default is, in the judgment of the Servicer, imminent and the Servicer has obtained the prior written consent of the Master Servicerreasonably foreseeable) the Servicer shall not permit any modification of any material term of with respect to any Mortgage Loan including any modifications that would (i) change the Mortgage Interest Rate, defer or forgive the payment thereof of any principal or interestinterest payments, reduce or increase the outstanding principal balance amount (except for actual payments of principal) or change extend the final maturity date on such 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 (ii) in the release case of any portion ofFHA Loans, or interest in, affect 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 FHA Insurance Contract with respect to such Mortgage Loan, (iii) affect adversely the status of any REMIC as a REMIC or (iv) cause any REMIC to be subject to a tax on "prohibited transactions" or "contributions" pursuant to the REMIC Provisions. Notwithstanding the foregoing, the Servicer shall, on the Business Day immediately preceding the Remittance Date in shall not permit any month in which modification with respect to 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 that would both (x) effect an exchange or reissuance of such Mortgage Loan under Section 1.860G-2(b) of the Treasury Regulations and (by) cause any REMIC constituting part of the amount paid by Trust Fund to fail to qualify as a REMIC under the Mortgagor. The Servicer shall be entitled to reimbursement for such advances to Code or the same extent as for all other advances made pursuant to Section 5.03imposition of any tax on "prohibited transactions" or "contributions" after the Startup Day under the REMIC Provisions. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered, empowered to execute and deliver on behalf of itself itself, and the OwnerTrustee, 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 PropertiesProperty. The Servicer shall make all required Servicing Advances and shall service and administer the Mortgage Loans in accordance with Applicable Regulations, and shall provide to the Mortgagor any reports required to be provided to them thereby. If reasonably required by the Servicer, the Owner Trustee shall furnish the Servicer with any powers a power of attorney substantially in the form of Exhibit P hereto and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. Promptly after Agreement and the execution of Trustee shall have no liability with respect to 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 misuse of such instrumentpower of attorney and shall be indemnified by the Servicer for any costs, liabilities or expenses incurred by the Trustee in connection therewith. The Trustee agrees to provide such power of attorney within ten (10) days of the Servicer's request therefor. Notwithstanding anything in this Agreement to the contrary, the Servicer shall forward be prohibited from foreclosing on any Mortgage Loan based on the delinquency status thereof as of the Cut-off Date. In servicing and administering FHA Loans, the Servicer shall comply strictly with the National Housing Act and the FHA Regulations, and administrative guidelines issued thereunder or pursuant thereto (insofar as the same apply to any Mortgage Loan) and, to the Master Servicer copies extent permitted hereunder, promptly discharge all of any documents evidencing such assumptionthe obligations of the mortgagee thereunder and under each Mortgage including the timely giving of notices, modificationthe essence hereof being that the full benefits of each FHA Insurance Contract inure to the Trustee, consolidation or extensionon behalf of the Certificateholders. In servicing and administering the Mortgage Loans, the Servicer shall employ procedures (including collection procedures) procedures and exercise the same care that it customarily employs and exercises in servicing and administering mortgage loans for its own account, account giving due consideration to Accepted Servicing Practices accepted mortgage servicing practices of prudent lending institutions, the FHA Insurance Contracts, where such practices do not conflict with the requirements of this Agreementapplicable, and the Owner's Certificateholders' reliance on the Servicer.

Servicer to Act as Servicer. From and after each Commencement Date, the The Servicer, as an independent contractorcontract servicer, shall service and administer the related Mortgage Loans in accordance with this Agreement and with Accepted Servicing Practices (giving due consideration to the Owner's reliance on the Servicer), and shall have full power and authority, acting alone, to do or cause to be done any and all things in connection with such servicing and administration which the Servicer may deem necessary or desirable, desirable and consistent with the terms of this Agreement and with Accepted Servicing Practices; provided that . If reasonably required by the Servicer, the Owner shall furnish the Servicer shall not take with any action that is inconsistent powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. Consistent with or prejudices the rights and interests terms of this Agreement, the Servicer may, with the consent of the Owner in NIMs Insurer, waive, modify or vary any term of any Mortgage Loan or under this Agreement. The Servicer shall consent to the postponement of any such term or in any manner grant indulgence to any Mortgagor if in the Servicer's reasonable and prudent determination such waiver, modification, postponement or indulgence is not make any future advances with respect materially adverse to a Mortgage Loan and (the Owner; provided, however, that unless the related Mortgagor is in default with respect to the Mortgage Loan or such default is, in the judgment of the Servicer, imminent and the Servicer has obtained the prior written consent of the Master Servicer) reasonably foreseeable, the Servicer shall not permit any modification of any material term of with respect to any Mortgage Loan including any modifications that would change the Mortgage Interest Rate, defer or forgive the payment of principal or interest, reduce or increase the outstanding principal balance (except for actual payments of principal) or change the final maturity date on such Mortgage Loan. Except with , and, provided further, that 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 NIMs Insurer's prior written consent shall be required for any modification, waiver or amendment if the aggregate number of outstanding Mortgage Loans which have been modified, waived or amended exceeds 5% of the respective Qualified Insurer regarding any change in any term number of such Mortgage Loan, the release Loans subject to this Agreement as 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 MortgageEffective Date. In the event of any such 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 related Remittance Date in any month in which any such principal or interest payment has been deferred, deposit in the Custodial Account from its own funds, in accordance with Section 4.04 and Section 5.03, the difference between (a) such month's principal and one month's interest at the related 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 5.034.05. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered, to prepare, execute and deliver on behalf of itself and the Ownerdeliver, 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 Notwithstanding anything in this Agreement to the Servicercontrary, 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 instrumentif a REMIC election is made, the Servicer shall forward not (unless the related Mortgagor is in default with respect to the Master Servicer copies Mortgage Loan or such default is, in the judgment of the Servicer, reasonably foreseeable) make or permit any modification, waiver or amendment of any documents evidencing term of any Mortgage Loan that would both (i) effect an exchange or reissuance of such assumptionMortgage Loan under Section 1001 of the Code (or Treasury regulations promulgated thereunder) and (ii) cause the related REMIC to fail to qualify as a REMIC under the Code or the imposition of any tax on "prohibited transactions" or "contributions" after the "startup date" of such REMIC under the REMIC Provisions. The Servicer shall perform all of its servicing responsibilities hereunder or may, modificationwith the consent of the NIMs Insurer, consolidation cause a subservicer to perform any such servicing responsibilities on its behalf, but the use by the Servicer of a subservicer shall not release the Servicer from any of its obligations hereunder and the Servicer shall remain responsible hereunder for all acts and omissions of each subservicer as fully as if such acts and omissions were those of the Servicer. Any such subservicer must be a Fxxxxx Mxx approved seller/servicer or extensiona Fxxxxxx Mac approved seller/servicer in good standing and no event shall have occurred, including but not limited to, a change in insurance coverage, which would make it unable to comply with the eligibility requirements for seller/servicers imposed by Fxxxxx Mxx or Fxxxxxx Mac, or which would require notification to Fxxxxx Mae or Fxxxxxx Mac. The Servicer shall pay all fees and expenses of each subservicer from its own funds, and a subservicer's fee shall not exceed the Servicing Fee. At the cost and expense of the Servicer, without any right of reimbursement from the Custodial Account, with the consent of the NIMs Insurer, the Servicer shall be entitled to terminate the rights and responsibilities of a subservicer and arrange for any servicing responsibilities to be performed by a successor subservicer meeting the requirements in the preceding paragraph; provided, however, that nothing contained herein shall be deemed to prevent or prohibit the Servicer, at the Servicer's option, with the consent of the NIMs Insurer, from electing to service the related Mortgage Loans itself. In the event that the Servicer's responsibilities and duties under this Agreement are terminated pursuant to Section 8.04, 9.01 or 10.01, and if requested to do so by the Owner or the NIMs Insurer, the Servicer shall at its own cost and expense terminate the rights and responsibilities of each subservicer effective as of the date of termination of the Servicer. The Servicer shall pay all fees, expenses or penalties necessary in order to terminate the rights and responsibilities of each subservicer from the Servicer's own funds without reimbursement from the Owner. Each subservicing agreement shall provide that a successor servicer shall have the option to terminate such agreement with payment of any fees if the predecessor Servicer is terminated or resigns. Notwithstanding any of the provisions of this Agreement relating to agreements or arrangements between the Servicer and a subservicer or any reference herein to actions taken through a subservicer or otherwise, the Servicer shall not be relieved of its obligations to the Owner and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage Loans. The Servicer shall be entitled to enter into an agreement with a subservicer for indemnification of the Servicer by the subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Any subservicing agreement and any other transactions or services relating to the Mortgage Loans involving a subservicer shall be deemed to be between such subservicer and Servicer alone, and the Owner shall have no obligations, duties or liabilities with respect to such Subservicer including no obligation, duty or liability of Owner to pay such subservicer's fees and expenses. For purposes of distributions and advances by the Servicer pursuant to this Agreement, 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 be deemed to Accepted Servicing Practices where have received a payment on a Mortgage Loan when a subservicer has received such practices do not conflict with the requirements of this Agreement, and the Owner's reliance on the Servicerpayment.

Servicer to Act as Servicer. From and after each Commencement Date, the The Servicer, as an independent contractorcontract servicer, shall service and administer the related Mortgage Loans in accordance with this Agreement and with Accepted Servicing Practices (giving due consideration to the Owner's reliance on the Servicer), and shall have full power and authority, acting alone, to do or cause to be done any and all things in connection with such servicing and administration which the Servicer may deem necessary or desirable, desirable and consistent with the terms of this Agreement and with Accepted Servicing Practices; provided Practices and shall exercise the same care that it customarily employs for its own account. Except as set forth in this Agreement, the Servicer shall not take any action that is inconsistent service the Mortgage Loans in accordance with or prejudices Accepted Servicing Practices in compliance with the rights and interests servicing provisions of the Xxxxxx Xxx Guide, which include, but are not limited to, provisions regarding the liquidation of Mortgage Loans, the collection of Mortgage Loan payments, the payment of taxes, insurance and other charges, the maintenance of hazard insurance with a Qualified Insurer, the maintenance of fidelity bond and errors and omissions insurance, inspections, the restoration of Mortgaged Property, the maintenance of Primary Mortgage Insurance Policies, insurance claims, and title insurance, management of REO Property, permitted withdrawals with respect to REO Property, liquidation reports, and reports of foreclosures and abandonments of Mortgaged Property, the transfer of Mortgaged Property, the release of Mortgage Loan Documents, annual statements, and examination of records and facilities. In the event of any conflict, inconsistency or discrepancy between any of the servicing provisions of this Agreement and any of the servicing provisions of the Xxxxxx Mae Guide, the provisions of this Agreement shall control and be binding upon the Owner and the Servicer. The Owner may, at its option, deliver powers-of-attorney to the Servicer sufficient to allow the Servicer as servicer to execute all documentation requiring execution on behalf of Owner with respect to the servicing of the Mortgage Loans, including satisfactions, partial releases, modifications and foreclosure documentation or, in the alternative, shall as promptly as reasonably possible, execute and return such documentation to the Servicer. Consistent with the terms of this Agreement, the Servicer may waive, modify or vary any term of any Mortgage Loan or under this Agreement. The Servicer shall not make any future advances with respect to a Mortgage Loan and (unless the Mortgagor is in default with respect consent to the Mortgage Loan postponement of any such term or such default is, in any manner grant indulgence to any Mortgagor if in the judgment of Servicer's reasonable and prudent determination such waiver, modification, postponement or indulgence is not materially adverse to the ServicerOwner, imminent and provided, however, that unless the Servicer has obtained the prior written consent of the Master Servicer) Owner, the Servicer shall not permit any modification of any material term of with respect to any Mortgage Loan including any modifications that would change the Mortgage Interest Rate, defer or forgive the payment of principal or interest, reduce or increase the outstanding principal balance (except for actual payments of principal) or change the final maturity date on such 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 such modification permitted hereunder which has been agreed to in writing by the Owner and which permits the deferral of interest or principal payments on any Mortgage Loan, the Servicer shall, on the Business Day immediately preceding the related Remittance Date in any month in which any such principal or interest payment has been deferred, deposit in the Custodial Account from its own funds, in accordance with Section 4.04 and Section 5.03, the difference between (a) such month's principal and one month's interest at the related 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 5.034.05. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered, to prepare, execute and deliver on behalf of itself and the Ownerdeliver, 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 Notwithstanding anything in this Agreement to the contrary, in the event of a Principal Prepayment in full or in part, the Servicer may not waive any prepayment penalty or portion thereof required by the terms of the related Mortgage Note unless (i) the enforceability thereof is limited (A) by bankruptcy, insolvency, moratorium, receivership, or other similar law relating to creditors' rights generally or (B) due to acceleration in connection with a foreclosure or other involuntary payment, or (ii) the enforceability is otherwise limited or prohibited by applicable law. If the Servicer waives or does not collect all or a portion of a prepayment penalty relating to a Principal Prepayment in full or in part due to any action or omission of the 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 instrumentas provided above, the Servicer shall forward deposit the amount of such prepayment penalty (or such portion thereof as had been waived for deposit) into the Custodial Account for distribution in accordance with the terms of this Agreement. Notwithstanding anything in this Agreement to the Master contrary, if a REMIC election is made, the Servicer copies shall not (unless the related mortgagor is in default with respect to the Mortgage Loan or such default is, in the judgment of the Servicer, reasonably foreseeable) make or permit any modification, waiver or amendment of any documents evidencing term of any Mortgage Loan that would both (i) effect an exchange or reissuance of such assumptionMortgage Loan under Section 1001 of the Code (or Treasury regulations promulgated thereunder) and (ii) cause the related REMIC to fail to qualify as a REMIC under the Code or the imposition of any tax on "prohibited transactions" or "contributions" after the "startup date" of such REMIC under the REMIC Provisions. The Servicer shall perform all of its servicing responsibilities hereunder or may cause a subservicer to perform any such servicing responsibilities on its behalf, modificationbut the use by the Servicer of a subservicer shall not release the Servicer from any of its obligations hereunder and the Servicer shall remain responsible hereunder for all acts and omissions of each subservicer as fully as if such acts and omissions were those of the Servicer. Any such subservicer must be a Xxxxxx Xxx approved seller/servicer or a Xxxxxxx Mac seller/servicer in good standing and no event shall have occurred, consolidation including but not limited to, a change in insurance coverage, which would make it unable to comply with the eligibility requirements for lenders imposed by Xxxxxx Xxx or extensionfor seller/servicers by Xxxxxxx Mac, or which would require notification to Xxxxxx Xxx or Xxxxxxx Mac. The Servicer shall pay all fees and expenses of each subservicer from its own funds, and a subservicer's fee shall not exceed the Servicing Fee. At the cost and expense of the Servicer, without any right of reimbursement from the Custodial Account, the Servicer shall be entitled to terminate the rights and responsibilities of a subservicer and arrange for any servicing responsibilities to be performed by a successor subservicer meeting the requirements in the preceding paragraph, provided, however, that nothing contained herein shall be deemed to prevent or prohibit the Servicer, at the Servicer's option, from electing to service the related Mortgage Loans itself. In the event that the Servicer's responsibilities and duties under this Agreement are terminated pursuant to Section 8.04, 9.01 or 10.01, and if requested to do so by the Owner, the Servicer shall at its own cost and expense terminate the rights and responsibilities of each subservicer effective as of the date of termination of the Servicer. The Servicer shall pay all fees, expenses or penalties necessary in order to terminate the rights and responsibilities of each subservicer from the Servicer's own funds without reimbursement from the Owner. Notwithstanding any of the provisions of this Agreement relating to agreements or arrangements between the Servicer and a subservicer or any reference herein to actions taken through a subservicer or otherwise, the Servicer shall not be relieved of its obligations to the Owner and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage Loans. The Servicer shall be entitled to enter into an agreement with a subservicer for indemnification of the Servicer by the subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Any subservicing agreement and any other transactions or services relating to the Mortgage Loans involving a subservicer shall be deemed to be between such subservicer and Servicer alone, and the Owner shall have no obligations, duties or liabilities with respect to such subservicer including no obligation, duty or liability of Owner to pay such subservicer's fees and expenses. For purposes of distributions and advances by the Servicer pursuant to this Agreement, 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 be deemed to Accepted Servicing Practices where have received a payment on a Mortgage Loan when a subservicer has received such practices do not conflict with the requirements of this Agreement, and the Owner's reliance on the Servicerpayment.

Servicer to Act as Servicer. From and after each Commencement Date, the The Servicer, as an independent contractor, shall service and administer the related Mortgage Loans and shall have full power and authority, acting alonealone or through the utilization of a Subservicer or a Subcontractor, to do any and all things in connection with such servicing and administration which the Servicer may deem necessary or desirable, consistent with the terms of this Agreement and with Accepted Servicing Practices; provided that Practices and, in the Servicer shall not take any action that is inconsistent with or prejudices the rights and interests case of the Owner in any Mortgage Loan transferred to a REMIC, with the REMIC Provisions. The Servicer shall be responsible for any and all acts of a Subservicer and a Subcontractor, and the Servicer's utilization of a Subservicer or a Subcontractor shall in no way relieve the liability of the Servicer under this Agreement. The Servicer shall service the Mortgage Loans, sold or transferred pursuant to a Securitization Transaction, on a "scheduled/scheduled" basis pursuant to this Agreement. Consistent with the terms of this Agreement and subject to the REMIC Provisions if a Mortgage Loan has been transferred to a REMIC, the 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 in the Servicer's reasonable and prudent determination such waiver, modification, postponement or indulgence is not materially adverse to the Owner, provided, however, the Servicer shall not make any future advances advances, other than Servicing Advances with respect to a Mortgage Loan. The Servicer shall not permit any modification with respect to any Mortgage Loan and that would change the Mortgage Interest Rate, defer or forgive the payment of principal (except for actual payments of principal), reduce or increase the outstanding principal balance, or change the final maturity date on such Mortgage Loan, unless the Mortgagor is in default with respect to the Mortgage Loan or such default is, in the judgment of the Servicer, imminent and imminent. In the Servicer has obtained the prior written consent of the Master Servicer) event that no default exists or is imminent, the Servicer shall not request written consent from the Owner to permit any such a modification and the Owner shall provide written consent or notify the Servicer of any material term its objection to such modification within three (3) Business Days of any Mortgage Loan including any modifications that would change the Mortgage Interest Rate, defer or forgive the payment of principal or interest, reduce or increase the outstanding principal balance (except for actual payments of principal) or change the final maturity date on such Mortgage Loan. Except with the written permission its receipt 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's request. In the event of any such 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 Servicer, within five (5) Business Days of Servicer's request, 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 Servicer is authorized and empowered by the execution of Owner, in its own name, when the Servicer believes it appropriate in its reasonable judgment to register any assumptionMortgage Loan on the MERS System, modification, consolidation or extension cause the removal from MERS registration of any Mortgage LoanLoan on the MERS System, but in no event later than to execute and deliver, on behalf of the Reporting Date Owner, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the month following name of MERS, solely as nominee for 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 extensionOwner and its successors and assigns. 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 similar mortgage loans for its own accountsimilar investors, 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. The Servicer shall cause to be maintained for each Cooperative Loan a copy of the financing statements and shall file and such financing statements and continuation statements as necessary, in accordance with the Uniform Commercial Code applicable in the jurisdiction in which the related Cooperative Apartment is located, to perfect and protect the security interest and lien of the Owner. The Servicer may waive any Prepayment Charge provided: (i) the enforceability thereof shall have been limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors' rights generally, (ii) the enforcement thereof is illegal, or any local, state or federal agency has threatened legal action if the Prepayment Charge is enforced, (iii) the mortgage debt has been accelerated in connection with a foreclosure or other involuntary payment or (iv) such waiver is standard and customary in servicing similar Mortgage Loans and relates to a default or a reasonably foreseeable default and would, in the reasonable judgment of the Servicer, maximize recovery of total proceeds taking into account the value of such Prepayment Charge and the related Mortgage Loan. If a Prepayment Charge is waived, but does not meet the standards described above, then the Servicer is required to pay the amount of such waived Prepayment Charge by remitting such amount to the Owner by the Remittance Date.

Servicer to Act as Servicer. From and after each Commencement Date, the The Servicer, as an independent contractorcontract servicer, shall service and administer the related Mortgage Loans in accordance with this Agreement and with Accepted Servicing Practices (giving due consideration to the Owner’s reliance on the Servicer), and shall have full power and authority, acting alone, to do or cause to be done any and all things in connection with such servicing and administration which the Servicer may deem necessary or desirable, desirable and consistent with the terms of this Agreement and with Accepted Servicing Practices; provided Practices and shall exercise the same care that it customarily employs for its own account. Except as set forth in this Agreement, the Servicer shall service the Mortgage Loans in accordance with Accepted Servicing Practices in compliance with the servicing provisions for MBS pool mortgages, as set forth in the Xxxxxx Xxx Guide or the Xxxxxxx Mac Guide, which include, but are not take limited to, provisions regarding the liquidation of Mortgage Loans, the collection of Mortgage Loan payments, the payment of taxes, insurance and other charges, the maintenance of hazard insurance with a Qualified Insurer, the maintenance of fidelity bond and errors and omissions insurance, inspections, the restoration of Mortgaged Property, the maintenance of Primary Mortgage Insurance Policies, insurance claims, and title insurance, management of REO Property, permitted withdrawals with respect to REO Property, liquidation reports, and reports of foreclosures and abandonments of Mortgaged Property, the transfer of Mortgaged Property, the release of Mortgage Loan Documents, annual statements, and examination of records and facilities. In the event of any action that is inconsistent with conflict, inconsistency or prejudices the rights and interests discrepancy between any of the servicing provisions of this Agreement and any of the servicing provisions of the Xxxxxx Xxx or Xxxxxxx Mac Guide, the provisions of this Agreement shall control and be binding upon the Owner and the Servicer. The Servicer will accurately and fully report to all three (3) major credit reporting agencies its credit experience with each Mortgage Loan in a timely manner. The Owner shall, upon reasonable request, deliver powers-of-attorney to the Servicer sufficient to allow the Servicer as servicer to execute all documentation requiring execution on behalf of Owner with respect to the servicing of the Mortgage Loans, including satisfactions, partial releases, modifications and foreclosure documentation or, in the alternative, shall as promptly as reasonably possible, execute and return such documentation to the Servicer. Consistent with the terms of this Agreement, the Servicer may waive, modify or vary any term of any Mortgage Loan or under this Agreementconsent to the postponement of any such term or in any manner grant indulgence to any Mortgagor if in the Servicer’s reasonable and prudent determination such waiver, modification, postponement or indulgence is not materially adverse to the Owner. The Servicer shall not make any future advances with respect to a Mortgage Loan and (unless Unless the Mortgagor is in default with respect to the Mortgage Loan or such default is, in the judgment of the Servicer, imminent and the Servicer has obtained the prior written consent of the Master Servicer) imminent, the Servicer shall not permit any modification of any material term of with respect to any Mortgage Loan including any modifications that would change the Mortgage Interest Rate, defer or forgive the payment of principal or interest, reduce or increase the outstanding principal balance (except for actual payments of principal) or change the final maturity date on such 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 such 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 related Remittance Date in any month in which any such principal or interest payment has been deferred, deposit in the Custodial Account from its own funds, in accordance with Section 4.04 and Section 5.03, the difference between (a) such month's ’s principal and one month's ’s interest at the related 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 5.034.05. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered, to prepare, execute and deliver on behalf of itself and the Ownerdeliver, 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.

Servicer to Act as Servicer. From (a) The Servicer shall service, or take such actions as are necessary to ensure, the servicing and after each Commencement Dateadministration of the Mortgage Loans and any REO Property in accordance with this Servicing Agreement and its normal servicing practices, which generally shall conform to the standards of an institution prudently servicing mortgage loans for its own account and shall have full authority to do anything it reasonably deems appropriate or desirable in connection with such servicing and administration. The Servicer may perform its responsibilities relating to servicing through other agents or independent contractors, but shall not thereby be released from any of its responsibilities for the servicing and administration of the Mortgage Loans. The authority of the Servicer, in its capacity as Servicer, and any Subservicer acting on its behalf, shall include, without limitation, the power on behalf of the Issuing Entity and the Indenture Trustee to (i) consult with and advise any Subservicer regarding administration of a related Mortgage Loan, (ii) approve any recommendation by a Subservicer to foreclose on a related Mortgage Loan, (iii) supervise the filing and collection of insurance claims and take or cause to be taken such actions on behalf of the insured Person thereunder as shall be reasonably necessary to prevent the denial of coverage thereunder, and (iv) effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing a related Mortgage Loan, including the employment of attorneys, the institution of legal proceedings, the collection of deficiency judgments, the acceptance of compromise proposals, the filing of any claims under any Primary Insurance Policy or Lender Paid Mortgage Insurance Policy, and any other matter pertaining to a delinquent Mortgage Loan. The authority of the Servicer shall include, in addition, the power to (i) execute and deliver customary consents or waivers and other instruments and documents, (ii) consent to transfer of any related Mortgaged Property and assumptions of the related Mortgage Securities (in the manner provided in this Servicing Agreement) and (iii) collect any Insurance Proceeds and Liquidation Proceeds. Without limiting the generality of the foregoing, the Servicer and any Subservicer acting on its behalf may, and is hereby authorized, and empowered by the Indenture Trustee, to execute and deliver any instruments of satisfaction, cancellation, partial or full release, discharge and all other comparable instruments, with respect to the related Mortgage Loans, the insurance policies and the accounts related thereto, and the Mortgaged Properties. The Servicer may exercise this power in its own name or in the name of a Subservicer. In accordance with the standards of the preceding paragraph, the 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 3.08, and further as provided in Section 3.07; provided that the Servicer shall not be obligated to make such advance if, in its good faith judgment, the Servicer determines that such advance will be a Nonrecoverable Advance. The relationship of the Servicer (and of any successor to the Servicer under this Agreement) to the Master Servicer and the other parties hereto under this Agreement is intended by the parties to be that of an independent contractorcontractor and not that of a joint venturer, partner or agent; provided, however, that the Servicer is authorized and empowered by the Indenture Trustee, in its own name or in the name of any Subservicer, when the Servicer or such Subservicer, as the case may be, believes it is appropriate in its best judgment to register any Mortgage Loan on the MERS7 System, or cause the removal from the registration of any Mortgage Loan on the MERS7 System, to execute and deliver, on behalf of the Indenture Trustee, 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 Indenture Trustee and its successors and assigns. Any expenses incurred in connection with the actions described in the preceding sentence shall be borne by the Servicer in accordance with Section 3.15, with no right of reimbursement; provided, that if, as a result of MERS discontinuing or becoming unable to continue operations in connection with the MERS System, it becomes necessary to remove any Mortgage Loan from registration on the MERS System and to arrange for the assignment of the related Mortgages to the Indenture Trustee, then any related expenses shall be reimbursable to the Servicer from the Trust Estate. (b) With respect to each Mortgage Loan, consistent with the terms of this Servicing Agreement, the Servicer may not consent to the placing of a lien senior to that of the Mortgage on the related Mortgaged Property. (c) The Servicer or the related Subservicer, as the case may be, shall be entitled to (A) execute assumption agreements, substitution agreements, and instruments of satisfaction or cancellation or of full release or discharge, or any other document contemplated by this Servicing Agreement and other comparable instruments with respect to the Mortgage Loans and with respect to the Mortgaged Properties subject to the Mortgages (and the Indenture Trustee shall promptly execute or cause to be executed any such documents on request of the Servicer and prepared by it) and (B) approve 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 manner as it would if it were the owner of the related Mortgage Loan, that the security for, and the timely and full collectability of, such Mortgage Loan would not be adversely affected thereby. An assumption pursuant to this Section 3.01 is permitted solely if the creditworthiness of the prospective purchaser of a Mortgaged Property meets the same or better underwriting guidelines as those which were applied to the original borrower and the security for such Mortgage Loan is not impaired by the assumption. Any fee collected by the Servicer or the related Subservicer for processing such request will be retained by the Servicer or such Subservicer as additional servicing compensation. (d) Notwithstanding the provisions of Subsection 3.01(a), the Servicer shall not take any action inconsistent with the interests of the Indenture Trustee or with the rights and interests of the Master Servicer under this Servicing Agreement. (e) The Indenture Trustee shall execute and return to the Servicer any limited powers of attorney and other documents in form as provided to the Indenture Trustee necessary or appropriate to enable the Servicer to service and administer the related Mortgage Loans and shall have full power and authority, acting alone, to do any and all things in connection with such servicing and administration which the REO Property. (f) Notwithstanding The Servicer may deem necessary or desirable, consistent with the terms agree to a modification of this Agreement and with Accepted Servicing Practices; provided that the Servicer shall not take any action that is inconsistent with or prejudices the rights and interests of the Owner in any Mortgage Loan or under this Agreement. The Servicer shall not make any future advances with respect to (a Mortgage Loan and as so modified, a“Modified Mortgage Loan”) so long as (unless i) the Servicer determines that such modification is in the best interest of the Securityholders; (ii) the Mortgagor is in default with respect to the Mortgage Loan or such default is, in the judgment of the Servicer, imminent and the Servicer has obtained the prior written consent of the Master Servicerreasonably foreseeable, (iii) the Servicer shall not permit any modification of any material term of any Mortgage Loan including any modifications that would change the Mortgage Interest Rate, defer or forgive the payment of principal or interest, reduce or increase the outstanding principal balance (except for actual payments of principal) or change the final maturity date on of such Mortgage Loan is not extended beyond the Final Scheduled Payment Date of the latest maturing Security; (iv) any amounts added to the Stated Principal Balance of such 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 capitalized amounts added to a delinquent such Mortgage Loan, including, without limitation, securing are fully amortized over the prior written consent of the respective Qualified Insurer regarding any change in any remaining term of such Mortgage Loan, ; (v) any capitalized amounts added to the release Stated Principal Balance 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, Loan are implemented in accordance with Section 5.03the Servicer’s standard servicing procedures, (vi) any Advances and other amounts are added to the difference between (a) outstanding Stated Principal Balance of such month's principal and one month's interest at the Mortgage Loan Remittance Rate on only once during the unpaid principal balance term of such Mortgage Loan and (bvii) no modification can be made that shall reduce the amount paid by Net Mortgage Rate of such Mortgage Loan below one half of the MortgagorNet Mortgage Rate in effect on the Cut-off Date but not less than the Servicing Fee Rate. In addition, the aggregate current Stated Principal Balance of all Modified Mortgage Loans can be no more than 5% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date; provided, however, that this 5% limit may be increased with the consent of the Rating Agencies. The Servicer shall be entitled promptly deliver to the Indenture Trustee a certification of a Servicing Officer to the effect that all requirements of this paragraph have been satisfied with respect to the Modified Mortgage Loan. The Servicer covenants and agrees to indemnify the Trust against any liability for any “prohibited transaction” taxes and any related interest, additions, and penalties imposed on the Trust established hereunder as a result of any modification of a Mortgage Loan effected pursuant to this Section 3.01(f) or any holding of a Modified Mortgage Loan by the Trust (but such obligation shall not prevent the Servicer or any other appropriate Person from in good faith contesting any such tax in appropriate proceedings and shall not prevent the Servicer from withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The Servicer shall have no right of reimbursement for such advances any amount paid pursuant to the same foregoing indemnification, except to the extent as for all other advances made that the amount of any tax, interest, and penalties, together with interest thereon, is refunded to the Trust or the Servicer. If the Servicer agrees to a modification of any Mortgage Loan pursuant to this Section 5.03. Without limiting the generality 3.01(f), and if such Mortgage Loan carries a Prepayment Charge provision which is being eliminated, reduced or modified as part of the foregoingmodification, 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 Securities Administrator the amount of the Prepayment Charge, if any, that would have been due had such Mortgage Loans and with respect Loan been prepaid at the time of such modification, for deposit into the Payment Account (not later than 1:00 p.m. Eastern time on the Business Day prior 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 Payment Date in the month following immediately succeeding 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 for distribution in servicing and administering mortgage loans for its own account, giving due consideration to Accepted Servicing Practices where such practices do not conflict accordance with the requirements terms of this Agreement, and the Owner's reliance on the ServicerIndenture.

Servicer to Act as Servicer. From and after each Commencement Date, the Servicer, as an independent contractor, The Servicer shall service and administer the related Mortgage Loans in accordance with this Agreement and with Accepted Servicing Practices and shall have full power and authority, acting alone, to do or cause to be done any and all things in connection with such servicing and administration which the Servicer may deem necessary or desirable, desirable and consistent with the terms of this Agreement and with Accepted Servicing Practices; provided Practices and shall exercise the same care that it customarily employs for its own account. Except as set forth in this Agreement, the Servicer shall service the Mortgage Loans in accordance with Accepted Servicing Practices in compliance with the servicing provisions of the Fxxxxx Mxx Guide, which include, but are not limited to, provisions regarding the liquidation of Mortgage Loans, the collection of Mortgage Loan payments, the payment of taxes, insurance and other charges, the maintenance of hazard insurance with a Qualified Insurer, the maintenance of fidelity bond and errors and omissions insurance, inspections, the restoration of Mortgaged Property, the maintenance of Primary Mortgage Insurance Policies, insurance claims, and title insurance, management of REO Property, permitted withdrawals with respect to REO Property, liquidation reports, and reports of foreclosures and abandonments of Mortgaged Property, the transfer of Mortgaged Property, the release of Mortgage Loan Documents, annual statements, and examination of records and facilities. In the event of any conflict, inconsistency or discrepancy between any of the servicing provisions of this Agreement and any of the servicing provisions of the Fxxxxx Mae Guide, the provisions of this Agreement shall control and be binding upon the Depositor and the Servicer. Consistent with the terms of this Agreement, the Servicer may waive, modify or vary any term of any Mortgage Loan or consent to the postponement of any such term or in any manner grant indulgence to any Mortgagor if in the Servicer's reasonable and prudent determination such waiver, modification, postponement or indulgence is not materially adverse to the Certificateholders, provided, however, the Servicer shall not take permit any action that is inconsistent modification with or prejudices the rights and interests of the Owner in respect to any Mortgage Loan that would change the Mortgage Interest Rate, forgive the payment of principal or under this Agreement. The Servicer shall not make any future advances interest (unless in connection with respect to a the liquidation of the related Mortgage Loan and (or except in connection with prepayments to the extent that such reamortization is not inconsistent with the terms of the Mortgage Loan), or extend the final maturity date of such Mortgage Loan, unless the Mortgagor such Mortgage Loan is in default with respect to the Mortgage Loan or such default isor, in the judgment of the Servicer, imminent and such default is reasonably foreseeable or waive a prepayment penalty or charge, without the Servicer has obtained the prior written consent of the Master Servicer) Depositor and, provided, further, that no such modification shall reduce the Servicer shall not permit any modification of any material term of any Mortgage Loan including any modifications that would change the Mortgage Interest Rate, defer or forgive the payment of principal or interest, reduce or increase the outstanding principal balance (except for actual payments of principal) or change the final maturity date interest rate on such 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, below 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 5.03Servicing Fee Rate. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered, to prepare, execute and deliver on behalf of itself and the Ownerdeliver, 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 shall provide to each Mortgagor of a Mortgage Loan all payment options listed in the Servicerrelated Mortgage Note that are available to such Mortgagor with respect to such payment, notwithstanding any provision in the related Mortgage Note that explicitly states or implies that providing such options is optional for the servicer of such Mortgage Loan or the owner or holder of the related Mortgage Note. Notwithstanding the foregoing, the Owner 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 and 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 in Full) and cause any REMIC formed under this Agreement to fail to qualify as a REMIC under the Code. Upon request, the Trustee shall furnish the Servicer with any powers of attorney attorney, in substantially the form attached hereto as Exhibit I, and other documents in form as provided to it necessary or appropriate to enable the Servicer to carry out its service and administer the related Mortgage Loans and REO Property. The Trustee shall provide access to the records and documentation in possession of the Trustee regarding the related Mortgage Loans and REO Property and the servicing and administrative duties under this Agreement. Promptly after thereof to 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 instrumentCertificateholders, 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 AgreementFDIC, and the Owner's reliance supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the Trustee; provided, however, that, unless otherwise required by law, the Trustee shall not be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee’s actual costs. The Trustee shall execute and deliver to the Servicer any court pleadings, requests for trustee’s sale or other documents prepared by the Servicer as necessary or desirable to (i) the foreclosure or trustee’s sale with respect to a Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor on the ServicerMortgage Note or Security Instrument; (iii) obtain a deficiency judgment against the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or Security Instrument or otherwise available at law or equity.

Servicer to Act as Servicer. From and after the date of this Agreement and each Commencement Servicing Transfer Date, the Servicer, as an independent contractor, shall service and administer the related group of Mortgage Loans and shall have full power and authority, acting alone, to do any and all things in connection with such servicing and administration which the Servicer may deem necessary or desirable, consistent with the terms of this Agreement and with Accepted Servicing Practices; . The Servicer shall only modify Mortgage Loans in accordance with Xxxxxx Xxx Guides and in the best interests of the Owner. From and after the date of this Agreement, Servicer shall assume responsibility under this Agreement to subservice and administer additional Mortgage Loans upon the delivery, generally in accordance with the Transfer Instructions, of the related New Loan Data File and all related Mortgage Loan documentation by or on behalf of Owner (including deliveries by the applicable prior servicer pursuant to directions by Owner) provided that any new Mortgage Loans that Owner desires to make subject to this Agreement meet the Eligibility Criteria then in effect, and further provided that Servicer shall not be required to accept any bulk transfer of Mortgage Loans with an aggregate unpaid principal balance greater than $3,500,000,000.00 (three billion five hundred million dollars), unless Owner provides at least sixty (60) days advance written notice to Servicer. Owner shall provide or cause to be provided by the applicable prior servicer, the New Loan Data File for each Mortgage Loan to Servicer promptly upon purchase or origination of the Mortgage Loan by Owner. Owner will provide Servicer with the New Loan Data File for each Mortgage Loan no less than five (5) Business Days before Servicer is expected to perform subservicing on that Mortgage Loan. Owner shall notify Servicer within two (2) Business Days, in writing, of any changes in the information contained in the New Loan Data File. Owner agrees to provide Servicer, within two (2) Business Days after Servicer’s request, copies of the Mortgage Note, the Mortgage or any other documents Owner has with respect to a Mortgage Loan that Servicer deems reasonably necessary in connection with its performance of the Servicing of said Mortgage Loan. In servicing and administering the Mortgage Loans, the Servicer shall not take any action employ Accepted Servicing Practices except and to the extent that is inconsistent such practices conflict with or prejudices the rights and interests requirements of the Owner in any Mortgage Loan or under this Agreement. The Servicer shall retain adequate personnel to affect such servicing and administration of the Mortgage Loans. Owner and Servicer acknowledge and agree that the Servicer provides a service for the Owner for a fee and that the Servicer is not make the owner of the servicing rights or the Mortgage Loans under this Agreement. In the event that any future advances with respect to a Mortgage Loan and (unless the Mortgagor is in default with respect to the Mortgage Loan or such default isDefault or, in the judgment of the Servicer, imminent and a Default is reasonably foreseeable, the Servicer has obtained the prior written consent of the Master Servicer) the Servicer shall not permit , consistent with Accepted Servicing Practices, may also waive, modify or vary any modification of any material term of any such Mortgage Loan (including any modifications that would change the Mortgage Interest Rate, defer or forgive the payment of principal or interest, reduce capitalize any past due amounts owed under the Mortgage Loan by adding amounts in arrearage to the existing Stated Principal Balance of the Mortgage Loan (but only if the CLTV of such Mortgage Loan prior to such capitalization equals or increase exceeds 80%, or waive, in whole or in part, a prepayment penalty), waive a late payment fee, accept payment from the outstanding related Mortgagor of an amount less than the unpaid principal balance (except for actual payments of principal) or change the in final maturity date on such 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 satisfaction of such Mortgage Loan, or consent to the release postponement of strict compliance with any such term, otherwise grant indulgence to any Mortgagor, or any combination of the related Mortgagor from foregoing (any liability related to and all such Mortgage Loanwaivers, modifications, payment plans, variances, forgiveness of principal or interest, postponements, or indulgences collectively referred to herein as “Forbearance”) if in the release of any portion of, or interest in, Servicer’s reasonable and prudent determination such Forbearance is in the Mortgaged Property from the lien best interests of the related MortgageOwner. In The Servicer’s analysis supporting any Forbearance and the event conclusion that any Forbearance meets the standards 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 this section shall be reflected as appropriate 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 5.03Servicer’s records. 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 and documents necessary to carry out its servicing and administrative duties under this Agreement including but not limited to instruments in connection with foreclosures; 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 Within five (5) Business Days after request by the Servicer, the Owner shall furnish the Servicer with any powers of attorney substantially in the form of Exhibit 11 hereto and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. Promptly after Owner shall pay Servicer eighteen dollars ($18.00) for every loan, except for Mortgage Loans registered with MERS, that requires the execution Servicer to file a power of attorney to execute a payoff. The Servicer’s computer system shall clearly reflect the ownership of each Mortgage Loan. The Servicer shall release from its custody the contents of any assumption, modification, consolidation Servicing File retained by it only in accordance with applicable law and this Agreement or extension at the written direction of the Owner. With respect to the performance of any Mortgage Loanservice required to be provided for Servicer hereunder, but in no event later than including, without limitation, the Reporting Date in obtainment of credit report data, the month following provision of field or other inspections, the date provision of execution title-related services, and the sale or management of such instrumentREO properties, the Servicer shall forward may obtain such services from an Affiliate if such services are provided on a commercially reasonable basis with respect to the Master Servicer copies price and quality of such services. The Owner shall have the right at any documents evidencing such assumption, modification, consolidation time to transfer (i) one or extensionmore Mortgage Loans without assigning this Agreement to a successor Owner or (ii) the servicing with respect to one or more Mortgage Loans. In servicing and administering the Mortgage Loansconnection with any such transfer, the terms of this Agreement shall no longer govern the servicing of such Mortgage Loans from and after the related Transfer Out Date and Section 6.01(b) shall apply to any such transfer. Owner shall pay Servicer shall employ procedures (including collection procedures) the shipping costs 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 any extraordinary out-of-pocket expenses associated with the requirements transfer of this Agreement, and the Owner's reliance on the Servicersuch Mortgage Loan(s) transferred.

Servicer to Act as Servicer. From and after each Commencement Date, the The Servicer, as an independent contractorcontract servicer, shall service and administer the related Mortgage Loans in accordance with this Agreement and with Accepted Servicing Practices (giving due consideration to the Owner's reliance on the Servicer), and shall have full power and authority, acting alone, to do or cause to be done any and all things in connection with such servicing and administration which the Servicer may deem necessary or desirable, desirable and consistent with the terms of this Agreement and with Accepted Servicing Practices; provided Practices and shall exercise the same care that it customarily employs for its own account. In addition, the Servicer shall not take any action that is inconsistent furnish information regarding the borrower credit files related to such Mortgage Loan to credit reporting agencies in compliance with or prejudices the rights and interests provisions of the Fair Credit Reporting Act and the applicable implementing regulations. Except as set forth in this Agreement, the Servicer shall service the Mortgage Loans in accordance with Accepted Servicing Practices in compliance with the servicing provisions of the Xxxxxx Xxx Guide, which include, but are not limited to, provisions regarding the liquidation of Mortgage Loans, the collection of Mortgage Loan payments, the payment of taxes, insurance and other charges, the maintenance of hazard insurance with a Qualified Insurer, the maintenance of fidelity bond and errors and omissions insurance, inspections, the restoration of Mortgaged Property, the maintenance of Primary Mortgage Insurance Policies, insurance claims, and title insurance, management of REO Property, permitted withdrawals with respect to REO Property, liquidation reports, and reports of foreclosures and abandonments of Mortgaged Property, the transfer of Mortgaged Property, the release of Mortgage Loan Documents, annual statements, and examination of records and facilities. In the event of any conflict, inconsistency or discrepancy between any of the servicing provisions of this Agreement and any of the servicing provisions of the Xxxxxx Mae Guide, the provisions of this Agreement shall control and be binding upon the Owner and the Servicer. The Owner may, at its option, deliver powers-of-attorney to the Servicer sufficient to allow the Servicer as servicer to execute all documentation requiring execution on behalf of Owner with respect to the servicing of the Mortgage Loans, including satisfactions, partial releases, modifications and foreclosure documentation or, in the alternative, shall as promptly as reasonably possible, execute and return such documentation to the Servicer. Consistent with the terms of this Agreement, the Servicer may waive, modify or vary any term of any Mortgage Loan or under this Agreement. The Servicer shall consent to the postponement of any such term or in any manner grant indulgence to any Mortgagor if in the Servicer's reasonable and prudent determination such waiver, modification, postponement or indulgence is not make any future advances materially adverse to the Owner, provided, however, that with respect to a any Mortgage Loan and (that is not in default or if default is not reasonably forseeable, unless the Mortgagor is in default Servicer has provided to the Owner a certification addressed to the Owner, based on the advice of counsel or certified public accountants that have a national reputation with respect to the taxation of REMICs that a modification of such Mortgage Loan or such default is, will not result in the judgment imposition of taxes on or disqualify from REMIC status any of the Servicer, imminent REMICs and the Servicer has obtained the prior written consent of the Master Servicer) Owner, the Servicer shall not permit any modification of any material term of with respect to any Mortgage Loan including any modifications that would change the Mortgage Interest Rate, defer or forgive the payment of principal or interest, reduce or increase the outstanding principal balance (except for actual payments of principal) or ), change the final maturity date on such Mortgage Loan. Except with the written permission of the Master Servicer, no modification, recast, extension, Loan or capitalization of delinquent payments of waive 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, prepayment penalty or the release of any portion of, or interest in, the Mortgaged Property from the lien of the related Mortgagecharge. In the event of any such modification permitted hereunder which has been agreed to in writing by the Owner and which permits the deferral of interest or principal payments on any Mortgage Loan, the Servicer shall, on the Business Day immediately preceding the related Remittance Date in any month in which any such principal or interest payment has been deferred, deposit in the Custodial Account from its own funds, in accordance with Section 4.04 and Section 5.03, the difference between (a) such month's principal and one month's interest at the related 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 5.034.05. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered, to prepare, execute and deliver on behalf of itself and the Ownerdeliver, 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 The Servicer shall perform all of its servicing responsibilities hereunder or may cause a subservicer to perform any such servicing responsibilities on its behalf, but the use by the Servicer of a subservicer shall not release the Servicer from any of its obligations hereunder and the Servicer shall remain responsible hereunder for all acts and omissions of each subservicer as fully as if such acts and omissions were those of the Servicer. Any such subservicer must be a Xxxxxx Xxx approved seller/servicer or a Xxxxxxx Mac seller/servicer in good standing and no event shall have occurred, including but not limited to, a change in insurance coverage, which would make it unable to comply with the eligibility requirements for lenders imposed by Xxxxxx Xxx or for seller/servicers by Xxxxxxx Mac, or which would require notification to Xxxxxx Xxx or Xxxxxxx Mac. The Servicer shall pay all fees and expenses of each subservicer from its own funds, and a subservicer's fee shall not exceed the Servicing Fee. At the cost and expense of the Servicer, without any right of reimbursement from 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 instrumentCustodial Account, the Servicer shall forward be entitled to terminate the rights and responsibilities of a subservicer and arrange for any servicing responsibilities to be performed by a successor subservicer meeting the requirements in the preceding paragraph, provided, however, that nothing contained herein shall be deemed to prevent or prohibit the Servicer, at the Servicer's option, from electing to service the related Mortgage Loans itself. In the event that the Servicer's responsibilities and duties under this Agreement are terminated pursuant to Section 8.04, 9.01 or 10.01, and if requested to do so by the Owner, the Servicer shall at its own cost and expense terminate the rights and responsibilities of each subservicer effective as of the date of termination of the Servicer. The Servicer shall pay all fees, expenses or penalties necessary in order to terminate the rights and responsibilities of each subservicer from the Servicer's own funds without reimbursement from the Owner. Notwithstanding any of the provisions of this Agreement relating to agreements or arrangements between the Servicer and a subservicer or any reference herein to actions taken through a subservicer or otherwise, the Servicer shall not be relieved of its obligations to the Master Servicer copies of any documents evidencing such assumption, modification, consolidation or extension. In Owner and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage Loans. The Servicer shall be entitled to enter into an agreement with a subservicer for indemnification of the Servicer by the subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Any subservicing agreement and any other transactions or services relating to the Mortgage Loans involving a subservicer shall be deemed to be between such subservicer and Servicer alone, and the Owner shall have no obligations, duties or liabilities with respect to such Subservicer including no obligation, duty or liability of Owner to pay such subservicer's fees and expenses. For purposes of distributions and advances by the Servicer pursuant to this Agreement, 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 be deemed to Accepted Servicing Practices where have received a payment on a Mortgage Loan when a subservicer has received such practices do not conflict with the requirements of this Agreement, and the Owner's reliance on the Servicerpayment.

Servicer to Act as Servicer. From and after each Commencement Date, the The Servicer, as an independent contractorcontract servicer, shall service and administer the related Mortgage Loans in accordance with this Agreement and the related Term Sheet and with Accepted Servicing Practices, and shall have full power and authority, acting alone, to do or cause to be done any and all things in connection with such servicing and administration which the Servicer may deem necessary or desirable, desirable and consistent with the terms of this Agreement and the related Term Sheet and with Accepted Servicing Practices; provided Practices and exercise the same care that it customarily employs for its own account. In addition, the Servicer shall not take any action that is inconsistent furnish information regarding the borrower credit files related to such Mortgage Loan to credit reporting agencies in compliance with or prejudices the rights and interests provisions of the Owner Fair Credit Reporting Act and the applicable implementing regulations. Except as set forth in this Agreement and the related Term Sheet, the Servicer shall service the Mortgage Loans in strict compliance with the servicing provisions of the Fxxxxx Mxx Guides (special servicing option), which include, but are not limited to, provisions regarding the liquidation of Mortgage Loans, the collection of Mortgage Loan payments, the payment of taxes, insurance and other charges, the maintenance of hazard insurance with a Qualified Insurer, the maintenance of mortgage impairment insurance, the maintenance of fidelity bond and errors and omissions insurance, inspections, the restoration of Mortgaged Property, the maintenance of Primary Mortgage Insurance Policies, insurance claims, the title, management and disposition of REO Property, permitted withdrawals with respect to REO Property, liquidation reports, and reports of foreclosures and abandonments of Mortgaged Property, the transfer of Mortgaged Property, the release of Mortgage Files, annual statements, and examination of records and facilities. In the event of any conflict, inconsistency or discrepancy between any of the servicing provisions of this Agreement and the related Term Sheet and any of the servicing provisions of the Fxxxxx Mxx Guides, the provisions of this Agreement and the related Term Sheet shall control and be binding upon the Purchaser and the Servicer. Consistent with the terms of this Agreement and the related Term Sheet, the Servicer may waive, modify or vary any term of any Mortgage Loan or under this Agreement. The Servicer shall not make any future advances with respect to a Mortgage Loan and (unless the Mortgagor is in default with respect consent to the Mortgage Loan postponement of any such term or such default is, in any manner grant indulgence to any Mortgagor if in the judgment of Servicer's reasonable and prudent determination such waiver, modification, postponement or indulgence is not materially adverse to the ServicerPurchaser, imminent and provided, however, that unless the Servicer has obtained the prior written consent of the Master Servicer) Purchaser, the Servicer shall not permit any modification of any material term of with respect to any Mortgage Loan including any modifications that would change the Mortgage Interest Rate, defer for more than ninety days or forgive the any payment of principal or interest, reduce or increase the outstanding principal balance (except for actual payments of principal) or change the final maturity date on such 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 such modification permitted hereunder which has been agreed to in writing by the Purchaser and which permits the deferral of interest or principal payments on any Mortgage Loan, the Servicer shall, on the Business Day immediately preceding the Remittance Date in any month in which any such principal or interest payment has been deferred, deposit in the Custodial Account from its own funds, in accordance with Section 5.034.04, 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 5.034.05. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered, to prepare, execute and deliver on behalf of itself and the Ownerdeliver, 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 Notwithstanding anything herein to the contrary, the Servicer may not enter into a forbearance agreement or similar arrangement with respect to any Mortgage Loan which runs more than 180 days after the first delinquent Due Date. Any such agreement shall be approved by Purchaser and, if required, by the Primary Mortgage Insurance Policy insurer, if required. Notwithstanding anything in this Agreement to the contrary, if any Mortgage Loan becomes subject to a Securitization Transaction, the servicing provisions set forth in the related Reconstitution Agreement shall govern the servicing of such Mortgage Loans to the extent such terms contradict the servicing provisions set forth in this Agreement, including but not limited to the servicing provisions of Articles IV, V and VI hereof. Notwithstanding anything in this Agreement to the contrary, if any Mortgage Loan becomes subject to a Securitization Transaction, the Servicer (a) with respect to such Mortgage Loan, shall not permit any modification with respect to such Mortgage Loan that would change the Mortgage Interest Rate and (b) shall not (unless the Mortgagor is in default with respect to such Mortgage Loan or such default is, in the judgment of the Servicer, reasonably foreseeable) make or permit any modification, waiver or amendment of any term of such Mortgage Loan that would both (i) effect an exchange or reissuance of such Mortgage Loan under Section 1001 of the Owner shall furnish Code (or Treasury regulations promulgated thereunder) and (ii) cause any REMIC to fail to qualify as a REMIC under the Servicer Code or the imposition of any tax on “prohibited transactions” or “contributions” after the startup date under the REMIC Provisions. Prior to taking any action with any powers respect to the Mortgage Loans subject to a Securitization Transaction, which is not contemplated under the terms 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 will obtain an Opinion of Counsel reasonably acceptable to the Master trustee in such Securitization Transaction with respect to whether such action could result in the imposition of a tax upon any REMIC (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code)(either such event, an “Adverse REMIC Event”), and the Servicer copies shall not take any such actions as to which it has been advised that an Adverse REMIC Event could occur. The Servicer shall not permit the creation of any documents evidencing such assumption, modification, consolidation “interests” (within the meaning of Section 860G of the Code) in any REMIC. The Servicer shall not enter into any arrangement by which a REMIC will receive a fee or extensionother compensation for services nor permit a REMIC to receive any income from assets other than “qualified mortgages” as defined in Section 860G(a)(3) of the Code or “permitted investments” as defined in Section 860G(a)(5) of the Code. 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 accountAccepted Servicing Practices, giving due consideration to Accepted Servicing Practices where such practices do not conflict with the requirements of this Agreement, and the OwnerPurchaser's reliance on the Servicer. Unless a different time period is stated in this Agreement or the related Term Sheet, Purchaser shall be deemed to have given consent in connection with a particular matter if Purchaser does not affirmatively grant or deny consent within five (5) Business Days from the date Purchaser receives a second written request for consent for such matter from Servicer as servicer. The Mortgage Loans may be subserviced by a Subservicer on behalf of the Servicer provided that the Subservicer is an entity that engages in the business of servicing loans, and in either case shall be authorized to transact business, and licensed to service mortgage loans, in the state or states where the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the Subservicer to perform its obligations hereunder and under the Subservicing Agreement, and in either case shall be a FHLMC or Fxxxxx Mxx approved mortgage servicer in good standing, and no event has occurred, including but not limited to a change in insurance coverage, which would make it unable to comply with the eligibility requirements for lenders imposed by Fxxxxx Mxx or for seller/servicers imposed by Fxxxxx Mxx or FHLMC, or which would require notification to Fxxxxx Mxx or FHLMC. In addition, each Subservicer will obtain and preserve its qualifications to do business as a foreign corporation and its licenses to service mortgage loans, in each jurisdiction in which such qualifications and/or licenses are or shall be necessary to protect the validity and enforceability of this Agreement, or any of the Mortgage Loans and to perform or cause to be performed its duties under the related Subservicing Agreement. The Servicer may perform any of its servicing responsibilities hereunder or may cause the Subservicer to perform any such servicing responsibilities on its behalf, but the use by the Servicer of the Subservicer shall not release the Servicer from any of its obligations hereunder and the Servicer shall remain responsible hereunder for all acts and omissions of the Subservicer as fully as if such acts and omissions were those of the Servicer. The Servicer shall pay all fees and expenses of the Subservicer from its own funds, and the Subservicer's fee shall not exceed the Servicing Fee. Servicer shall notify Purchaser promptly in writing upon the appointment of any Subservicer. At the cost and expense of the Servicer, without any right of reimbursement from the Custodial Account, the Servicer shall be entitled to terminate the rights and responsibilities of the Subservicer and arrange for any servicing responsibilities to be performed by a successor subservicer meeting the requirements in the preceding paragraph, provided, however, that nothing contained herein shall be deemed to prevent or prohibit the Servicer, at the Servicer's option, from electing to service the related Mortgage Loans itself. In the event that the Servicer's responsibilities and duties under this Agreement are terminated pursuant to Section 4.13, 8.04, 9.01 or 10.01 and if requested to do so by the Purchaser, the Servicer shall at its own cost and expense terminate the rights and responsibilities of the Subservicer effective as of the date of termination of the Servicer. The Servicer shall pay all fees, expenses or penalties necessary in order to terminate the rights and responsibilities of the Subservicer from the Servicer's own funds without reimbursement from the Purchaser. Notwithstanding any of the provisions of this Agreement relating to agreements or arrangements between the Servicer and the Subservicer or any reference herein to actions taken through the Subservicer or otherwise, the Servicer shall not be relieved of its obligations to the Purchaser and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage Loans. The Servicer shall be entitled to enter into an agreement with the Subservicer for indemnification of the Servicer by the Subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. The Servicer will indemnify and hold Purchaser harmless from any loss, liability or expense arising out of its use of a Subservicer to perform any of its servicing duties, responsibilities and obligations hereunder. Any Subservicing Agreement and any other transactions or services relating to the Mortgage Loans involving the Subservicer shall be deemed to be between the Subservicer and Servicer alone, and the Purchaser shall have no obligations, duties or liabilities with respect to the Subservicer including no obligation, duty or liability of Purchaser to pay the Subservicer's fees and expenses. For purposes of distributions and advances by the Servicer pursuant to this Agreement, the Servicer shall be deemed to have received a payment on a Mortgage Loan when the Subservicer has received such payment.

Servicer to Act as Servicer. From and after each Commencement Date, the The Servicer, as an independent contractorcontract servicer, shall service and administer the related Mortgage Loans in accordance with this Agreement and the normal and usual standards of practice of prudent mortgage servicers, and shall have full power and authority, acting alone, to do or cause to be done any and all things in connection with such servicing and administration which the Servicer may deem necessary or desirable, desirable and consistent with the terms of this Agreement including, in the case of FHA Loans, taking all actions that a mortgagee is permitted or required to take by the FHA (the "Servicing Standards"). Consistent with the terms of this Agreement, the 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 in the Servicer's reasonable and with Accepted Servicing Practicesprudent determination such waiver, modification, postponement or indulgence is not materially adverse to the Certificateholders; provided provided, however, that the Servicer shall not take any action that is inconsistent with or prejudices the rights and interests of the Owner in any Mortgage Loan or under this Agreement. The Servicer shall not make any future advances with respect to a Mortgage Loan and (unless the Mortgagor is in default with respect to the Mortgage Loan or such default is, in the judgment of the Servicer, imminent and the Servicer has obtained the prior written consent of the Master Servicerreasonably foreseeable) the Servicer shall not permit any modification of any material term of with respect to any Mortgage Loan including any modifications that would (i) change the Mortgage Interest Rate, defer or forgive the payment thereof of any principal or interestinterest payments, reduce or increase the outstanding principal balance amount (except for actual payments of principal) or change extend the final maturity date on such 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 (ii) in the release case of any portion ofFHA Loans, or interest in, affect 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 FHA Insurance Contract with respect to such Mortgage Loan, (iii) affect adversely the status of any REMIC constituting part of the Trust Fund as a REMIC or (iv) cause any REMIC to be subject to a tax on "prohibited transactions" or "contributions" pursuant to the REMIC Provisions. Notwithstanding the foregoing, the Servicer shall, on the Business Day immediately preceding the Remittance Date in shall not permit any month in which modification with respect to 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 that would both (x) effect an exchange or reissuance of such Mortgage Loan under Section 1.860G-2(b) of the Treasury Regulations and (by) cause any REMIC constituting part of the amount paid by Trust Fund to fail to qualify as a REMIC under the Mortgagor. The Servicer shall be entitled to reimbursement for such advances to Code or the same extent as for all other advances made pursuant to Section 5.03imposition of any tax on "prohibited transactions" or "contributions" after the Startup Day under the REMIC Provisions. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered, empowered to execute and deliver on behalf of itself itself, and the OwnerTrustee, 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 PropertiesProperty. The Servicer shall make all required Servicing Advances and shall service and administer the Mortgage Loans in accordance with Applicable Regulations, and shall provide to the Mortgagors any reports required to be provided to them thereby. If reasonably required by the Servicer, the Owner Trustee shall furnish the Servicer with any powers a power of attorney (substantially in the form annexed hereto as Exhibit W) 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 instrumentIn servicing and administering FHA Loans, the Servicer shall forward comply strictly with the National Housing Act, the FHA Regulations and the Servicemen's Readjustment Act and administrative guidelines issued thereunder or pursuant thereto (insofar as the same apply to any Mortgage Loan) and, to the Master Servicer copies extent permitted hereunder, promptly discharge all of any documents evidencing such assumptionthe obligations of the mortgagee thereunder and under each Mortgage including the timely giving of notices, modificationthe essence hereof being that the full benefits of each FHA Insurance Contract inure to the Trustee, consolidation or extensionon behalf of the Certificateholders. In servicing and administering the Mortgage Loans, the Servicer shall employ procedures (including collection procedures) procedures and exercise the same care that it customarily employs and exercises in servicing and administering mortgage loans for its own account, account giving due consideration to Accepted Servicing Practices where such accepted mortgage servicing practices do not conflict with the requirements of this Agreement, prudent lending institutions and the Owner's FHA Insurance Contracts and the Certificateholders' reliance on the Servicer.

Servicer to Act as Servicer. From and after each Commencement Date, the The Servicer, as an independent contractorcontract servicer, shall service and administer the related Mortgage Loans in accordance with this Agreement and the normal and usual standards of practice of prudent mortgage servicers, and shall have full power and authority, acting alone, to do or cause to be done any and all things in connection with such servicing and administration which the Servicer may deem necessary or desirable, desirable and consistent with the terms of this Agreement and consistent with Accepted the standard of care which the Servicer uses and/or would use in servicing mortgage loans for its own account including, in the case of FHA Loans and the VA Loans, taking all actions that a mortgagee is permitted or required to take by the FHA or VA, as applicable (the "Servicing PracticesStandards"). Consistent with the terms of this Agreement, the 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 in the Servicer's reasonable and prudent determination such waiver, modification, postponement or indulgence is not materially adverse to the Certificateholders; provided provided, however, that the Servicer shall not take any action that is inconsistent with or prejudices the rights and interests of the Owner in any Mortgage Loan or under this Agreement. The Servicer shall not make any future advances with respect to a Mortgage Loan and (unless the Mortgagor is in default with respect to the Mortgage Loan or such default is, in the judgment of the Servicer, imminent and the Servicer has obtained the prior written consent of the Master Servicerreasonably foreseeable) the Servicer shall not permit any modification of any material term of with respect to any Mortgage Loan including any modifications that would (i) change the Mortgage Interest Rate, defer or forgive the payment thereof of any principal or interestinterest payments, reduce or increase the outstanding principal balance amount (except for actual payments of principal) or change extend the final maturity date on such 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 (ii) in the release case of any portion ofFHA Loans, or interest in, affect the Mortgaged Property from FHA Insurance Contract with respect to such Mortgage Loan and in the lien case of the related Mortgage. In VA Loans, affect the event of any modification permitted hereunder which permits the deferral of interest or principal payments on any VA Guaranty with respect to such Mortgage Loan, (iii) affect adversely the status of any REMIC constituting part of the Trust Fund as a REMIC or (iv) cause any REMIC to be subject to a tax on "prohibited transactions" or "contributions" pursuant to the REMIC Provisions. Notwithstanding the foregoing, the Servicer shall, on the Business Day immediately preceding the Remittance Date in shall not permit any month in which modification with respect to 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 that would both (x) effect an exchange or reissuance of such Mortgage Loan under Section 1.860G-2(b) of the Treasury Regulations and (by) cause any REMIC constituting part of the amount paid by Trust Fund to fail to qualify as a REMIC under the Mortgagor. The Servicer shall be entitled to reimbursement for such advances to Code or the same extent as for all other advances made pursuant to Section 5.03imposition of any tax on "prohibited transactions" or "contributions" after the Startup Day under the REMIC Provisions. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered, empowered to execute and deliver on behalf of itself itself, and the OwnerTrustee, 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 PropertiesProperty. The Servicer shall make all required Servicing Advances and shall service and administer the Mortgage Loans in accordance with Applicable Regulations, and shall provide to the Mortgagors any reports required to be provided to them thereby. If reasonably required by the Servicer, the Owner Trustee shall furnish the Servicer with any powers a power of attorney (substantially in the form annexed hereto as Exhibit Q) 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 instrumentIn servicing and administering FHA Loans, the Servicer shall forward comply strictly with the National Housing Act, the FHA Regulations, the Servicemen's Readjustment Act and administrative guidelines issued thereunder or pursuant thereto (insofar as the same apply to any Mortgage Loan) and, to the Master Servicer copies extent permitted hereunder, promptly discharge all of any documents evidencing such assumptionthe obligations of the mortgagee thereunder and under each Mortgage including the timely giving of notices, modificationthe essence hereof being that the full benefits of each FHA Insurance Contract inure to the Trustee, consolidation or extensionon behalf of the Certificateholders. In servicing and administering the Mortgage Loans, the Servicer shall employ procedures (including collection procedures) procedures and exercise the same care that it customarily employs and exercises in servicing and administering mortgage loans for its own account, account giving due consideration to Accepted Servicing Practices where such accepted mortgage servicing practices do not conflict with the requirements of this Agreement, prudent lending institutions and the Owner's FHA Insurance Contracts and the Certificateholders' reliance on the Servicer.

Servicer to Act as Servicer. From and after each Commencement Date, the The Servicer, as an independent contractorcontract servicer, shall service and administer the related Mortgage Loans in accordance with this Agreement and the normal and usual standards of practice of prudent mortgage servicers, and shall have full power and authority, acting alone, to do or cause to be done any and all things in connection with such servicing and administration which the Servicer may deem necessary or desirable, desirable and consistent with the terms of this Agreement including, in the case of FHA Loans and VA Loans, taking all actions that a mortgagee is permitted or required to take by the FHA or the VA, as the case may be (the "Servicing Standards"). Consistent with Accepted Servicing Practicesthe terms of this Agreement, the 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 in the Servicer's reasonable and prudent determination such waiver, modification, postponement or indulgence is not materially adverse to the Certificateholders; provided provided, however, that the Servicer shall not take any action that is inconsistent with or prejudices the rights and interests of the Owner in any Mortgage Loan or under this Agreement. The Servicer shall not make any future advances with respect to a Mortgage Loan and (unless the Mortgagor is in default with respect to the Mortgage Loan or such default is, in the judgment of the Servicer, imminent and the Servicer has obtained the prior written consent of the Master Servicerimminent) the Servicer shall not permit any modification of any material term of with respect to any Mortgage Loan including any modifications that would (i) change the Mortgage Interest Rate, defer or forgive the payment thereof of any principal or interestinterest payments, reduce or increase the outstanding principal balance amount (except for actual payments of principal) or change extend the final maturity date on such 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, (ii) in the case of FHA Loans and VA Loans, affect the FHA Insurance Contract or VA Guaranty Agreement, as the release of any portion ofcase may be, 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 with respect to such Mortgage Loan, (iii) affect adversely the status of any REMIC as a REMIC or (iv) cause any REMIC to be subject to a tax on "prohibited transactions" or "contributions" pursuant to the REMIC Provisions. Notwithstanding the foregoing, the Servicer shall, on the Business Day immediately preceding the Remittance Date in shall not permit any month in which modification with respect to 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 that would both (x) effect an exchange or reissuance of such Mortgage Loan under Section 1.860G-2(b) of the Treasury Regulations and (by) cause any REMIC constituting part of the amount paid by Trust Fund to fail to qualify as a REMIC under the Mortgagor. The Servicer shall be entitled to reimbursement for such advances to Code or the same extent as for all other advances made pursuant to Section 5.03imposition of any tax on "prohibited transactions" or "contributions" after the Startup Day under the REMIC Provisions. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered, empowered to execute and deliver on behalf of itself itself, and the OwnerTrustee, 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 PropertiesProperty. The Servicer shall make all required Servicing Advances and shall service and administer the Mortgage Loans in accordance with Applicable Regulations, and shall provide to the Mortgagor any reports required to be provided to them thereby. If reasonably required by the Servicer, the Owner Trustee 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 instrumentIn servicing and administering FHA Loans and VA Loans, the Servicer shall forward comply strictly with the National Housing Act, the FHA Regulations, the Servicemen's Readjustment Act and the VA Regulations and administrative guidelines issued thereunder or pursuant thereto (insofar as the same apply to any Mortgage Loan) and, to the Master Servicer copies extent permitted hereunder, promptly discharge all of any documents evidencing such assumptionthe obligations of the mortgagee thereunder and under each Mortgage including the timely giving of notices, modificationthe essence hereof being that the full benefits of each FHA Insurance Contract and VA Guaranty Agreement inure to the Trustee, consolidation or extensionon behalf of the Certificateholders. In servicing and administering the Mortgage Loans, the Servicer shall employ procedures (including collection procedures) procedures and exercise the same care that it customarily employs and exercises in servicing and administering mortgage loans for its own account, account giving due consideration to Accepted Servicing Practices accepted mortgage servicing practices of prudent lending institutions, the FHA Insurance Contracts and the VA Guaranty Agreements, where such practices do not conflict with the requirements of this Agreementapplicable, and the Owner's Certificateholders' reliance on the Servicer.

Servicer to Act as Servicer. From and after each Commencement Date, the The Servicer, as an independent contractor, shall service and administer the related Mortgage Loans and shall have full power and authority, acting alone, to do any and all things in connection with such servicing and administration which the Servicer may deem necessary or desirable, consistent with the terms of this Agreement and with Accepted Servicing Practices; provided that . Consistent with the terms of this Agreement, the Servicer shall not take may waive, modify or vary any action that is inconsistent with or prejudices the rights and interests term of the Owner in any Mortgage Loan or under this Agreement. The Servicer shall not make any future advances with respect to a Mortgage Loan and (unless the Mortgagor is in default with respect consent to the Mortgage Loan postponement of strict compliance with any such term or such default is, in any manner grant indulgence to any Mortgagor if in the judgment of Servicer’s reasonable and prudent determination such waiver, modification, postponement or indulgence is not materially adverse to the ServicerPurchaser, imminent and provided, however, that unless the Servicer has obtained the prior written consent of the Master Servicer) Purchaser, the Servicer shall not permit any modification of any material term of with respect to any Mortgage Loan including any modifications that would change the Mortgage Interest Rate, defer or forgive the payment of principal or interest, reduce or increase the outstanding principal balance (except for actual payments of principal) or change the final maturity date on such Mortgage Loan. Except with The Servicer may waive a prepayment penalty only if such prepayment penalty (i) relates to a defaulted Mortgage Loan (defined as 61 days or more delinquent), and such waiver would maximize recovery of total proceeds from the written permission Mortgage Loan, taking into account the amount of the Master Servicerprepayment penalty, no modification, recast, extension, or capitalization of delinquent payments (ii) if the prepayment is not a result of a refinance by the Servicer or any of its affiliates and a default under the Mortgage Loan shall be permittedis reasonably foreseeable and such waiver would maximize recovery of total proceeds taking into account the amount of the prepayment penalty or (iii) if the prepayment is not a result of a refinance by the Servicer or any of its affiliates and the Servicer and the Purchaser mutually agree to waive the prepayment penalty in compliance with responsible lending practices. Where applicableIf the Servicer waives a prepayment penalty for any other reason, the Servicer must satisfy all requirements under will deposit in the applicable PMI Policy and/or any applicable LPMI Policy regarding Custodial Account from its own funds, the relief granted with respect to a delinquent Mortgage Loan, including, without limitation, securing the prior written consent amount of the respective Qualified Insurer regarding any change in any term of waived prepayment penalty. Servicer shall have no right to reimbursement for 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 Mortgageamount. In the event of any such 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 5.032.04, the difference between (a) such month's ’s principal and one month's ’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 5.032.05. 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 OwnerPurchaser, 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 Purchaser 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 Purchaser’s reliance on the Servicer. The Servicer shall keep at its servicing office books and records in which, subject to such reasonable regulations as it may prescribe, the Servicer shall note transfers of Mortgage Loans. No transfer of a Mortgage Loan may be made unless such transfer is in compliance with the terms hereof. For the purposes of this Agreement, Servicer shall be under no obligation to deal with any Person with respect to this Agreement or the Mortgage Loans unless the Servicer has been notified of such transfers as provided in this Section 2.01. This Agreement shall be binding upon and inure to the benefit of the Purchaser and Servicer and their permitted successors, assignees and designees. The Mortgage Loans may be subserviced by a Subservicer on behalf of the Servicer provided that the Subservicer shall either be (a) a Seller, (b) an affiliate of the Servicer approved by the Purchaser or (c) a Xxxxxx Xxx-approved lender or a Xxxxxxx Mac seller/servicer in good standing, and no event has occurred, including but not limited to a change in insurance coverage, which would make it unable to comply with the eligibility requirements for lenders imposed by Xxxxxx Xxx or for seller/servicers imposed by Xxxxxxx Mac, or which would require notification to Xxxxxx Xxx or Xxxxxxx Mac. The Servicer may perform any of its servicing responsibilities hereunder or may cause the Subservicer to perform any such servicing responsibilities on its behalf, but the use by the Servicer of the Subservicer shall not release the Servicer from any of its obligations hereunder and the Servicer shall remain responsible hereunder for all acts and omissions of the Subservicer as fully as if such acts and omissions were those of the Servicer. The Servicer shall pay all fees and expenses of the Subservicer from its own funds, and the Subservicer’s fee shall not exceed the Servicing Fee. At the cost and expense of the Servicer, without any right of reimbursement from the Custodial Account, the Servicer shall be entitled to terminate the rights and responsibilities of the Subservicer and arrange for any servicing responsibilities to be performed by a successor Subservicer meeting the requirements in the preceding paragraph, provided, however, that nothing contained herein shall be deemed to prevent or prohibit the Servicer, at the Servicer’s option, from electing to service the related Mortgage Loans itself. In the event that the Servicer’s responsibilities and duties under this Agreement are terminated pursuant to Article 6, Section 10.04 or Section 13.01, and if requested to do so by the Purchaser, the Servicer shall at its own cost and expense terminate the rights and responsibilities of the Subservicer as soon as is reasonably possible. The Servicer shall pay all fees, expenses or penalties necessary in order to terminate the rights and responsibilities of the Subservicer from the Servicer’s own funds without reimbursement from the Purchaser. Notwithstanding any of the provisions of this Agreement relating to agreements or arrangements between the Servicer and the Subservicer or any reference herein to actions taken through the Subservicer or otherwise, the Servicer shall not be relieved of its obligations to the Purchaser and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage Loans. The Servicer shall be entitled to enter into an agreement with the Subservicer for indemnification of the Servicer by the Subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Any Subservicing Agreement and any other transactions or services relating to the Mortgage Loans involving the Subservicer shall be deemed to be between the Subservicer and Servicer alone, and the Purchaser shall have no obligations, duties or liabilities with respect to the Subservicer including no obligation, duty or liability of Purchaser to pay the Subservicer’s fees and expenses. For purposes of distributions and advances by the Servicer pursuant to this Agreement, the Servicer shall be deemed to have received a payment on a Mortgage Loan when the Subservicer has received such payment.

Servicer to Act as Servicer. From and after each Commencement Date, the The Servicer, as an independent contractorcontract servicer, shall service and administer the related Mortgage Loans in accordance with this Agreement and with Accepted Servicing Practices (giving due consideration to the Owner’s reliance on the Servicer), and shall have full power and authority, acting alone, to do or cause to be done any and all things in connection with such servicing and administration which the Servicer may deem necessary or desirable, desirable and consistent with the terms of this Agreement and with Accepted Servicing Practices; provided that . If reasonably required by the Servicer, the Owner shall furnish the Servicer shall not take with any action that is inconsistent powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. Consistent with or prejudices the rights and interests terms of this Agreement, the Servicer may, with the consent of the Owner in NIMs Insurer, waive, modify or vary any term of any Mortgage Loan or under this Agreement. The Servicer shall consent to the postponement of any such term or in any manner grant indulgence to any Mortgagor if in the Servicer’s reasonable and prudent determination such waiver, modification, postponement or indulgence is not make any future advances with respect materially adverse to a Mortgage Loan and (the Owner; provided, however, that unless the related Mortgagor is in default with respect to the Mortgage Loan or such default is, in the judgment of the Servicer, imminent and the Servicer has obtained the prior written consent of the Master Servicer) reasonably foreseeable, the Servicer shall not permit any modification of any material term of with respect to any Mortgage Loan including any modifications that would change the Mortgage Interest Rate, defer or forgive the payment of principal or interest, reduce or increase the outstanding principal balance (except for actual payments of principal) or change the final maturity date on such Mortgage Loan. Except with , and, provided further, that 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 NIMs Insurer’s prior written consent shall be required for any modification, waiver or amendment if the aggregate number of outstanding Mortgage Loans which have been modified, waived or amended exceeds 5% of the respective Qualified Insurer regarding any change in any term number of such Mortgage Loan, the release Loans subject to this Agreement as 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 MortgageEffective Date. In the event of any such 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 related Remittance Date in any month in which any such principal or interest payment has been deferred, deposit in the Custodial Account from its own funds, in accordance with Section 4.04 and Section 5.03, the difference between (a) such month's ’s principal and one month's ’s interest at the related 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 5.034.05. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered, to prepare, execute and deliver on behalf of itself and the Ownerdeliver, 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 Notwithstanding anything in this Agreement to the Servicercontrary, 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 instrumentif a REMIC election is made, the Servicer shall forward not (unless the related Mortgagor is in default with respect to the Master Servicer copies Mortgage Loan or such default is, in the judgment of the Servicer, reasonably foreseeable) make or permit any modification, waiver or amendment of any documents evidencing term of any Mortgage Loan that would both (i) effect an exchange or reissuance of such assumptionMortgage Loan under Section 1001 of the Code (or Treasury regulations promulgated thereunder) and (ii) cause the related REMIC to fail to qualify as a REMIC under the Code or the imposition of any tax on “prohibited transactions” or “contributions” after the “startup date” of such REMIC under the REMIC Provisions. The Servicer shall perform all of its servicing responsibilities hereunder or may, modificationwith the consent of the NIMs Insurer, consolidation cause a subservicer to perform any such servicing responsibilities on its behalf, but the use by the Servicer of a subservicer shall not release the Servicer from any of its obligations hereunder and the Servicer shall remain responsible hereunder for all acts and omissions of each subservicer as fully as if such acts and omissions were those of the Servicer. Any such subservicer must be a Xxxxxx Xxx approved seller/servicer or extensiona Xxxxxxx Mac approved seller/servicer in good standing and no event shall have occurred, including but not limited to, a change in insurance coverage, which would make it unable to comply with the eligibility requirements for seller/servicers imposed by Xxxxxx Xxx or Xxxxxxx Mac, or which would require notification to Xxxxxx Mae or Xxxxxxx Mac. The Servicer shall pay all fees and expenses of each subservicer from its own funds, and a subservicer’s fee shall not exceed the Servicing Fee. At the cost and expense of the Servicer, without any right of reimbursement from the Custodial Account, with the consent of the NIMs Insurer, the Servicer shall be entitled to terminate the rights and responsibilities of a subservicer and arrange for any servicing responsibilities to be performed by a successor subservicer meeting the requirements in the preceding paragraph; provided, however, that nothing contained herein shall be deemed to prevent or prohibit the Servicer, at the Servicer’s option, with the consent of the NIMs Insurer, from electing to service the related Mortgage Loans itself. In the event that the Servicer’s responsibilities and duties under this Agreement are terminated pursuant to Section 8.04, 9.01 or 10.01, and if requested to do so by the Owner or the NIMs Insurer, the Servicer shall at its own cost and expense terminate the rights and responsibilities of each subservicer effective as of the date of termination of the Servicer. The Servicer shall pay all fees, expenses or penalties necessary in order to terminate the rights and responsibilities of each subservicer from the Servicer’s own funds without reimbursement from the Owner. Each subservicing agreement shall provide that a successor servicer shall have the option to terminate such agreement with payment of any fees if the predecessor Servicer is terminated or resigns. Notwithstanding any of the provisions of this Agreement relating to agreements or arrangements between the Servicer and a subservicer or any reference herein to actions taken through a subservicer or otherwise, the Servicer shall not be relieved of its obligations to the Owner and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage Loans. The Servicer shall be entitled to enter into an agreement with a subservicer for indemnification of the Servicer by the subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Any subservicing agreement and any other transactions or services relating to the Mortgage Loans involving a subservicer shall be deemed to be between such subservicer and Servicer alone, and the Owner shall have no obligations, duties or liabilities with respect to such Subservicer including no obligation, duty or liability of Owner to pay such subservicer’s fees and expenses. For purposes of distributions and advances by the Servicer pursuant to this Agreement, 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 be deemed to Accepted Servicing Practices where have received a payment on a Mortgage Loan when a subservicer has received such practices do not conflict with the requirements of this Agreement, and the Owner's reliance on the Servicerpayment.

Servicer to Act as Servicer. From and after each Commencement Date, the Servicer, as an independent contractor, The Servicer shall service and administer the related Mortgage Loans in accordance with this Agreement and Accepted Servicing Procedures and the terms of the Mortgage Notes and Mortgages, and shall have full power and authority, acting alonealone or through sub-servicers or agents, to do or cause to be done any and all things in connection with such servicing and administration which the Servicer may deem necessary or desirable, desirable and consistent with the terms of this Agreement and Agreement. The Servicer may perform its servicing responsibilities through agents or independent contractors, but shall not thereby be released from any of its responsibilities hereunder. Consistent with Accepted Servicing Practices; provided that the terms of this Agreement, the Servicer shall not take may waive, modify or vary any action that is inconsistent with or prejudices the rights and interests term of the Owner in any Mortgage Loan or under this Agreement. The Servicer shall not make consent to the postponement of strict compliance with any future advances with respect such term or in any manner grant indulgence to a Mortgage Loan and any Mortgagor; provided, however, that (unless the Mortgagor is in default with respect to the Mortgage Loan Loan, or such default is, in the judgment of the Servicer, imminent imminent, and the Servicer has obtained the prior written consent of the Master ServicerPurchaser) the Servicer shall not permit any modification of any material term of with respect to any Mortgage Loan which materially and adversely affects the Mortgage Loan, including without limitation, any modifications modification that would change the Mortgage Interest Rate, defer or forgive the payment of any principal or interest, reduce or increase change the outstanding principal balance amount (except for actual payments of principal) or change ), make any future advances, extend the final maturity date on or change the Mortgage Interest Rate, as the case may be, with respect to such Mortgage Loan. Except with Notwithstanding the written permission of foregoing, the Master ServicerServicer shall not waive any Prepayment Penalty or portion thereof unless (i) the enforceability thereof shall have been limited by bankruptcy, no modificationinsolvency, recastmoratorium, extensionreceivership or other similar laws relating to creditors’ rights generally or is otherwise prohibited by law, or capitalization (ii) the enforceability thereof shall have been permanently limited due to acceleration in connection with a foreclosure or other involuntary payment or (iii) in the Servicer’s reasonable judgment, (x) such waiver relates to a default or a reasonably foreseeable default, (y) such waiver would maximize recovery of delinquent payments total proceeds taking into account the value of such Prepayment Penalty and related Mortgage Loan and (z) doing so is standard and customary in servicing Mortgage Loans (including any waiver of a Prepayment Penalty in connection with a refinancing of a Mortgage Loan shall be permittedthat is related to a default or reasonably foreseeable default). Where applicableExcept as provided in the preceding sentence, in no event will the Servicer waive a Prepayment Penalty in connection with a refinancing of a Mortgage Loan that is not related to a default or a reasonably foreseeable default. If the Servicer waives or does not collect all or a portion of a Prepayment Penalty relating to a Principal Prepayment in full or in part due to any action or omission of the Servicer, other than as permitted above, the Servicer must satisfy all requirements under shall deposit from its own funds without any right of reimbursement therefor 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 amount of such Mortgage Loan, Prepayment Penalty (or such portion thereof as had been waived for deposit) into the release Custodial Account for distribution in accordance with the terms 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 Mortgagethis Agreement. In connection with any waiver of a Prepayment Penalty by the event of any modification permitted hereunder which permits the deferral of interest or principal payments on any Mortgage LoanServicer, the Servicer shall, on the Business Day immediately preceding the Remittance Date shall account for such waiver 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 monthly reports as agreed upon by the Mortgagor. The Servicer shall be entitled to reimbursement for such advances to and the same extent as for all other advances made pursuant to Section 5.03Purchaser. Without limiting the generality of the foregoing, the Servicer shall continue, and in its own name or acting through sub-servicers or agents is hereby authorized and empoweredempowered by the Purchaser when the Servicer believes it appropriate and reasonable in its best judgment, to execute and deliver deliver, on behalf of itself and the OwnerPurchaser, 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 the Mortgaged Properties and to institute foreclosure proceedings or obtain a deed-in-lieu of foreclosure so as to convert the ownership of such properties, and to hold or cause to be held title to such properties, on behalf of the Purchaser pursuant to the Mortgaged Propertiesprovisions of Subsection 11.12. If reasonably The Servicer shall make all required by Servicing Advances and shall service and administer the Servicer, Mortgage Loans in accordance with applicable state and federal law and shall provide to the Owner Mortgagors any reports required to be provided to them thereby. The Purchaser shall furnish to the Servicer with any powers of attorney and other documents reasonably necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. Promptly after Notwithstanding anything to the execution contrary in this Agreement, the Purchaser may at any time and from time to time, in its sole discretion, upon written notice to the Seller, with respect to (1) any REO Property or (2) all Mortgage Loans that are 90 or more days delinquent as of any assumption, modification, consolidation or extension the date of such notice and any Mortgage Loan, but in no event later than the Reporting Date in the month Loans that subsequently become 90 or more days delinquent following the date of execution such notice (for the purposes of this paragraph such instrumentMortgage Loans, “Delinquent Mortgage Loans”), either (i) terminate the Seller’s servicing obligations hereunder with respect to such REO Properties and Delinquent Mortgage Loans, upon reimbursement of any unreimbursed advances owed to the Servicer, or (ii) assume the absolute right to direct the Seller to take such actions with respect to such REO Property and Delinquent Mortgage Loans as the Seller would otherwise be able to undertake pursuant to Subsection 11.12. Upon the effectiveness of any such termination of the Seller’s servicing obligations with respect to any such REO Property or Delinquent Mortgage Loan, the Seller shall deliver all agreements, documents, and instruments related thereto to the Purchaser, in accordance with Accepted Servicing Procedures and applicable law and shall transfer servicing to the Purchaser’s designee in accordance with Acceptable Servicing Procedures. In the event the Purchaser transfers the servicing of all of the Mortgage Loans being serviced by the Seller pursuant to this Agreement, the Purchaser shall also transfer the servicing with respect to all REO Property and any Mortgage Loans in foreclosure. Upon such a transfer of servicing the Purchaser shall, or shall cause its designee to, reimburse the Seller for all outstanding Servicing Advances reasonably incurred in accordance with Accepted Servicing Practices or Servicing Fees related to such Mortgage Loans. If a REMIC election has been made with respect to the arrangement under which the Mortgage Loans and REO Property are held, the Servicer shall forward not take any action, cause the REMIC to take any action or fail to take (or fail to cause to be taken) any action, that under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of the REMIC as a REMIC or (ii) result in the imposition of a tax upon the REMIC (including but not limited to the Master tax on “prohibited transactions” as defined in Section 860(a)(2) of the Code and the tax on “contributions” to a REMIC set forth in Section 860D of the Code) unless the Servicer copies has received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such REMIC status or result in the imposition of any 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 tax on the ServicerREMIC.

Servicer to Act as Servicer. From and after each Commencement Date, the Servicer, as an independent contractor, The Servicer shall service and administer the related Mortgage Loans in accordance with this Agreement and Accepted Servicing Procedures and the terms of the Mortgage Notes and Mortgages, and shall have full power and authority, acting alonealone or through sub-servicers or agents, to do or cause to be done any and all things in connection with such servicing and administration which the Servicer may deem necessary or desirable, desirable and consistent with the terms of this Agreement and Agreement. The Servicer may perform its servicing responsibilities through agents or independent contractors, but shall not thereby be released from any of its responsibilities hereunder. Consistent with Accepted Servicing Practices; provided that the terms of this Agreement, the Servicer shall not take may waive, modify or vary any action that is inconsistent with or prejudices the rights and interests term of the Owner in any Mortgage Loan or under this Agreement. The Servicer shall not make consent to the postponement of strict compliance with any future advances with respect such term or in any manner grant indulgence to a Mortgage Loan and any Mortgagor; provided, however, that (unless the Mortgagor is in default with respect to the Mortgage Loan Loan, or such default is, in the judgment of the Servicer, imminent imminent, and the Servicer has obtained the prior written consent of the Master ServicerPurchaser) the Servicer shall not permit any modification of any material term of with respect to any Mortgage Loan which materially and adversely affects the Mortgage Loan, including without limitation, any modifications modification that would change the Mortgage Interest Rate, defer or forgive the payment of any principal or interest, reduce or increase change the outstanding principal balance amount (except for actual payments of principal) or change ), make any future advances, extend the final maturity date on or change the Mortgage Interest Rate, as the case may be, with respect to such Mortgage Loan. Except with Notwithstanding the written permission of foregoing, the Master ServicerServicer shall not waive any Prepayment Penalty or portion thereof unless (i) the enforceability thereof shall have been limited by bankruptcy, no modificationinsolvency, recastmoratorium, extensionreceivership or other similar laws relating to creditors' rights generally or is otherwise prohibited by law, or capitalization (ii) the enforceability thereof shall have been permanently limited due to acceleration in connection with a foreclosure or other involuntary payment or (iii) in the Servicer's reasonable judgment, (x) such waiver relates to a default or a reasonably foreseeable default, (y) such waiver would maximize recovery of delinquent payments total proceeds taking into account the value of such Prepayment Penalty and related Mortgage Loan and (z) doing so is standard and customary in servicing Mortgage Loans (including any waiver of a Prepayment Penalty in connection with a refinancing of a Mortgage Loan shall be permittedthat is related to a default or reasonably foreseeable default). Where applicableExcept as provided in the preceding sentence, in no event will the Servicer waive a Prepayment Penalty in connection with a refinancing of a Mortgage Loan that is not related to a default or a reasonably foreseeable default. If the Servicer waives or does not collect all or a portion of a Prepayment Penalty relating to a Principal Prepayment in full or in part due to any action or omission of the Servicer, other than as permitted above, the Servicer must satisfy all requirements under shall deposit from its own funds without any right of reimbursement therefor 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 amount of such Mortgage Loan, Prepayment Penalty (or such portion thereof as had been waived for deposit) into the release Custodial Account for distribution in accordance with the terms 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 Mortgagethis Agreement. In connection with any waiver of a Prepayment Penalty by the event of any modification permitted hereunder which permits the deferral of interest or principal payments on any Mortgage LoanServicer, the Servicer shall, on the Business Day immediately preceding the Remittance Date shall account for such waiver 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 monthly reports as agreed upon by the Mortgagor. The Servicer shall be entitled to reimbursement for such advances to and the same extent as for all other advances made pursuant to Section 5.03Purchaser. Without limiting the generality of the foregoing, the Servicer shall continue, and in its own name or acting through sub-servicers or agents is hereby authorized and empoweredempowered by the Purchaser when the Servicer believes it appropriate and reasonable in its best judgment, to execute and deliver deliver, on behalf of itself and the OwnerPurchaser, 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 the Mortgaged Properties and to institute foreclosure proceedings or obtain a deed-in-lieu of foreclosure so as to convert the ownership of such properties, and to hold or cause to be held title to such properties, on behalf of the Purchaser pursuant to the Mortgaged Propertiesprovisions of Subsection 11.12. If reasonably The Servicer shall make all required by Servicing Advances and shall service and administer the Servicer, Mortgage Loans in accordance with applicable state and federal law and shall provide to the Owner Mortgagors any reports required to be provided to them thereby. The Purchaser shall furnish to the Servicer with any powers of attorney and other documents reasonably necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. Promptly after Notwithstanding anything to the execution contrary in this Agreement, the Purchaser may at any time and from time to time, in its sole discretion, upon written notice to the Seller, with respect to (1) any REO Property or (2) all Mortgage Loans that are 90 or more days delinquent as of any assumption, modification, consolidation or extension the date of such notice and any Mortgage Loan, but in no event later than the Reporting Date in the month Loans that subsequently become 90 or more days delinquent following the date of execution such notice (for the purposes of this paragraph 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, "Delinquent Mortgage Loans"), either (i) terminate the Seller's servicing obligations hereunder with respect to such REO Properties and Delinquent Mortgage Loans, upon reimbursement of any unremibursed advances owed to the Servicer and payment of the termination fee referred to in Subsection 14.02, or (ii) assume the absolute right to direct the Seller to take such actions with respect to such REO Property and Delinquent Mortgage Loans as the Seller would otherwise be able to undertake pursuant to Subsection 11.12. Upon the effectiveness of any such termination of the Seller's servicing obligations with respect to any such REO Property or Delinquent Mortgage Loan, the Seller shall employ procedures (including collection procedures) deliver all agreements, documents, and exercise instruments related thereto to the same care that it customarily employs and exercises Purchaser, in servicing and administering mortgage loans for its own account, giving due consideration to accordance with Accepted Servicing Practices where such practices do not conflict Procedures and applicable law and shall transfer servicing to the Purchaser's designee in accordance with the requirements of this Agreement, and the Owner's reliance on the ServicerAcceptable Servicing Procedures.

Servicer to Act as Servicer. From and after each Commencement Date, the Servicer, as an independent contractor, The Servicer shall service and administer the related Mortgage Loans in accordance with this Agreement and Accepted Servicing Procedures and the terms of the Mortgage Notes and Mortgages, and shall have full power and authority, acting alonealone or through sub-servicers or agents, to do or cause to be done any and all things in connection with such servicing and administration which the Servicer may deem necessary or desirable, desirable and consistent with the terms of this Agreement and Agreement. The Servicer may perform its servicing responsibilities through agents or independent contractors, but shall not thereby be released from any of its responsibilities hereunder. Consistent with Accepted Servicing Practices; provided that the terms of this Agreement, the Servicer shall not take may waive, modify or vary any action that is inconsistent with or prejudices the rights and interests term of the Owner in any Mortgage Loan or under this Agreement. The Servicer shall not make consent to the postponement of strict compliance with any future advances with respect such term or in any manner grant indulgence to a Mortgage Loan and any Mortgagor; provided, however, that (unless the Mortgagor is in default with respect to the Mortgage Loan Loan, or such default is, in the judgment of the Servicer, imminent imminent, and the Servicer has obtained the prior written consent of the Master ServicerPurchaser) the Servicer shall not permit any modification of any material term of with respect to any Mortgage Loan which materially and adversely affects the Mortgage Loan, including without limitation, any modifications modification that would change the Mortgage Interest Rate, defer or forgive the payment of any principal or interest, reduce or increase change the outstanding principal balance amount (except for actual payments of principal) or change ), make any future advances, extend the final maturity date on such or change the Mortgage Loan. Except with Interest Rate, as the written permission of the Master Servicercase may be, 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 in its own name or acting through sub-servicers or agents is hereby authorized and empoweredempowered by the Purchaser when the Servicer believes it appropriate and reasonable in its best judgment, to execute and deliver deliver, on behalf of itself and the OwnerPurchaser, 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 the Mortgaged Properties and to institute foreclosure proceedings or obtain a deed-in-lieu of foreclosure so as to convert the ownership of such properties, and to hold or cause to be held title to such properties, on behalf of the Purchaser pursuant to the Mortgaged Propertiesprovisions of Subsection 11.12. If reasonably The Servicer shall make all required by Servicing Advances and shall service and administer the Servicer, Mortgage Loans in accordance with applicable state and federal law and shall provide to the Owner Mortgagors any reports required to be provided to them thereby. The Purchaser shall furnish to the Servicer with any powers of attorney and other documents reasonably necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. Promptly after Notwithstanding anything to the execution contrary in this Agreement, the Purchaser may at any time and from time to time, in its sole discretion, upon written notice to the Seller, with respect to (1) any REO Property or (2) all Mortgage Loans that are 90 or more days delinquent as of any assumption, modification, consolidation or extension the date of such notice and any Mortgage Loan, but in no event later than the Reporting Date in the month Loans that subsequently become 90 or more days delinquent following the date of execution such notice (for the purposes of this paragraph such instrumentMortgage Loans, “Delinquent Mortgage Loans”), either (i) terminate the Seller’s servicing obligations hereunder with respect to such REO Properties and Delinquent Mortgage Loans, upon reimbursement of any unremibursed advances owed to the Servicer and payment of the termination fee referred to in Subsection 14.02, or (ii) assume the absolute right to direct the Seller to take such actions with respect to such REO Property and Delinquent Mortgage Loans as the Seller would otherwise be able to undertake pursuant to Subsection 11.12. Upon the effectiveness of any such termination of the Seller’s servicing obligations with respect to any such REO Property or Delinquent Mortgage Loan, the Seller shall deliver all agreements, documents, and instruments related thereto to the Purchaser, in accordance with Accepted Servicing Procedures and applicable law and shall transfer servicing to the Purchaser’s designee in accordance with Acceptable Servicing Procedures. If a REMIC election has been made with respect to the arrangement under which the Mortgage Loans and REO Property are held, the Servicer shall forward not take any action, cause the REMIC to take any action or fail to take (or fail to cause to be taken) any action, that under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of the REMIC as a REMIC or (ii) result in the imposition of a tax upon the REMIC (including but not limited to the Master tax on “prohibited transactions” as defined in Section 860(a)(2) of the Code and the tax on “contributions” to a REMIC set forth in Section 860D of the Code) unless the Servicer copies has received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such REMIC status or result in the imposition of any 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 tax on the ServicerREMIC.

Servicer to Act as Servicer. From and after each Commencement Date, the The Servicer, as an independent contractorcontract servicer, shall service and administer the related Mortgage Loans in accordance with this Agreement and the related Term Sheet and with Accepted Servicing Practices, and shall have full power and authority, acting alone, to do or cause to be done any and all things in connection with such servicing and administration which the Servicer may deem necessary or desirable, desirable and consistent with the terms of this Agreement and the related Term Sheet and with Accepted Servicing Practices; provided Practices and exercise the same care that it customarily employs for its own account. In addition, the Servicer shall not take any action that is inconsistent furnish information regarding the borrower credit files related to such Mortgage Loan to credit reporting agencies in compliance with or prejudices the rights and interests provisions of the Owner Fair Credit Reporting Act and the applicable implementing regulations. Except as set forth in this Agreement and the related Term Sheet, the Servicer shall service the Mortgage Loans in strict compliance with the servicing provisions of the Fanxxx Xxe Xxides (special servicing option), which include, but are not limited to, provisions regarding the liquidation of Mortgage Loans, the collection of Mortgage Loan payments, the payment of taxes, insurance and other charges, the maintenance of hazard insurance with a Qualified Insurer, the maintenance of mortgage impairment insurance, the maintenance of fidelity bond and errors and omissions insurance, inspections, the restoration of Mortgaged Property, the maintenance of Primary Mortgage Insurance Policies, insurance claims, the title, management and disposition of REO Property, permitted withdrawals with respect to REO Property, liquidation reports, and reports of foreclosures and abandonments of Mortgaged Property, the transfer of Mortgaged Property, the release of Mortgage Files, annual statements, and examination of records and facilities. In the event of any conflict, inconsistency or discrepancy between any of the servicing provisions of this Agreement and the related Term Sheet and any of the servicing provisions of the Fanxxx Xxe Xxides, the provisions of this Agreement and the related Term Sheet shall control and be binding upon the Purchaser and the Servicer. Consistent with the terms of this Agreement and the related Term Sheet, the Servicer may waive, modify or vary any term of any Mortgage Loan or under this Agreement. The Servicer shall not make any future advances with respect to a Mortgage Loan and (unless the Mortgagor is in default with respect consent to the Mortgage Loan postponement of any such term or such default is, in any manner grant indulgence to any Mortgagor if in the judgment of Servicer's reasonable and prudent determination such waiver, modification, postponement or indulgence is not materially adverse to the ServicerPurchaser, imminent and provided, however, that unless the Servicer has obtained the prior written consent of the Master Servicer) Purchaser, the Servicer shall not permit any modification of any material term of with respect to any Mortgage Loan including any modifications that would change the Mortgage Interest Rate, defer for more than ninety days or forgive the any payment of principal or interest, reduce or increase the outstanding principal balance (except for actual payments of principal) or change the final maturity date on such 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 such modification permitted hereunder which has been agreed to in writing by the Purchaser and which permits the deferral of interest or principal payments on any Mortgage Loan, the Servicer shall, on the Business Day immediately preceding the Remittance Date in any month in which any such principal or interest payment has been deferred, deposit in the Custodial Account from its own funds, in accordance with Section 5.034.04, 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 5.034.05. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered, to prepare, execute and deliver on behalf of itself and the Ownerdeliver, 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 Notwithstanding anything herein to the contrary, the Servicer may not enter into a forbearance agreement or similar arrangement with respect to any Mortgage Loan which runs more than 180 days after the first delinquent Due Date. Any such agreement shall be approved by Purchaser and, if required, by the Primary Mortgage Insurance Policy insurer, if required. Notwithstanding anything in this Agreement to the contrary, if any Mortgage Loan becomes subject to a Securitization Transaction, the servicing provisions set forth in the related Reconstitution Agreement shall govern the servicing of such Mortgage Loans to the extent such terms contradict the servicing provisions set forth in this Agreement, including but not limited to the servicing provisions of Articles IV, V and VI hereof. Notwithstanding anything in this Agreement to the contrary, if any Mortgage Loan becomes subject to a Securitization Transaction, the Servicer (a) with respect to such Mortgage Loan, shall not permit any modification with respect to such Mortgage Loan that would change the Mortgage Interest Rate and (b) shall not (unless the Mortgagor is in default with respect to such Mortgage Loan or such default is, in the judgment of the Servicer, reasonably foreseeable) make or permit any modification, waiver or amendment of any term of such Mortgage Loan that would both (i) effect an exchange or reissuance of such Mortgage Loan under Section 1001 of the Owner shall furnish Code (or Treasury regulations promulgated thereunder) and (ii) cause any REMIC to fail to qualify as a REMIC under the Servicer Code or the imposition of any tax on “prohibited transactions” or “contributions” after the startup date under the REMIC Provisions. Prior to taking any action with any powers respect to the Mortgage Loans subject to a Securitization Transaction, which is not contemplated under the terms 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 will obtain an Opinion of Counsel reasonably acceptable to the Master trustee in such Securitization Transaction with respect to whether such action could result in the imposition of a tax upon any REMIC (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code)(either such event, an “Adverse REMIC Event”), and the Servicer copies shall not take any such actions as to which it has been advised that an Adverse REMIC Event could occur. The Servicer shall not permit the creation of any documents evidencing such assumption, modification, consolidation “interests” (within the meaning of Section 860G of the Code) in any REMIC. The Servicer shall not enter into any arrangement by which a REMIC will receive a fee or extensionother compensation for services nor permit a REMIC to receive any income from assets other than “qualified mortgages” as defined in Section 860G(a)(3) of the Code or “permitted investments” as defined in Section 860G(a)(5) of the Code. 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 accountAccepted Servicing Practices, giving due consideration to Accepted Servicing Practices where such practices do not conflict with the requirements of this Agreement, and the OwnerPurchaser's reliance on the Servicer. Unless a different time period is stated in this Agreement or the related Term Sheet, Purchaser shall be deemed to have given consent in connection with a particular matter if Purchaser does not affirmatively grant or deny consent within five (5) Business Days from the date Purchaser receives a second written request for consent for such matter from Servicer as servicer. The Mortgage Loans may be subserviced by a Subservicer on behalf of the Servicer provided that the Subservicer is an entity that engages in the business of servicing loans, and in either case shall be authorized to transact business, and licensed to service mortgage loans, in the state or states where the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the Subservicer to perform its obligations hereunder and under the Subservicing Agreement, and in either case shall be a FHLMC or Fanxxx Xxe xxproved mortgage servicer in good standing, and no event has occurred, including but not limited to a change in insurance coverage, which would make it unable to comply with the eligibility requirements for lenders imposed by Fanxxx Xxe xx for seller/servicers imposed by Fanxxx Xxe xx FHLMC, or which would require notification to Fanxxx Xxe xx FHLMC. In addition, each Subservicer will obtain and preserve its qualifications to do business as a foreign corporation and its licenses to service mortgage loans, in each jurisdiction in which such qualifications and/or licenses are or shall be necessary to protect the validity and enforceability of this Agreement, or any of the Mortgage Loans and to perform or cause to be performed its duties under the related Subservicing Agreement. The Servicer may perform any of its servicing responsibilities hereunder or may cause the Subservicer to perform any such servicing responsibilities on its behalf, but the use by the Servicer of the Subservicer shall not release the Servicer from any of its obligations hereunder and the Servicer shall remain responsible hereunder for all acts and omissions of the Subservicer as fully as if such acts and omissions were those of the Servicer. The Servicer shall pay all fees and expenses of the Subservicer from its own funds, and the Subservicer's fee shall not exceed the Servicing Fee. Servicer shall notify Purchaser promptly in writing upon the appointment of any Subservicer. At the cost and expense of the Servicer, without any right of reimbursement from the Custodial Account, the Servicer shall be entitled to terminate the rights and responsibilities of the Subservicer and arrange for any servicing responsibilities to be performed by a successor subservicer meeting the requirements in the preceding paragraph, provided, however, that nothing contained herein shall be deemed to prevent or prohibit the Servicer, at the Servicer's option, from electing to service the related Mortgage Loans itself. In the event that the Servicer's responsibilities and duties under this Agreement are terminated pursuant to Section 4.13, 8.04, 9.01 or 10.01 and if requested to do so by the Purchaser, the Servicer shall at its own cost and expense terminate the rights and responsibilities of the Subservicer effective as of the date of termination of the Servicer. The Servicer shall pay all fees, expenses or penalties necessary in order to terminate the rights and responsibilities of the Subservicer from the Servicer's own funds without reimbursement from the Purchaser. Notwithstanding any of the provisions of this Agreement relating to agreements or arrangements between the Servicer and the Subservicer or any reference herein to actions taken through the Subservicer or otherwise, the Servicer shall not be relieved of its obligations to the Purchaser and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage Loans. The Servicer shall be entitled to enter into an agreement with the Subservicer for indemnification of the Servicer by the Subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. The Servicer will indemnify and hold Purchaser harmless from any loss, liability or expense arising out of its use of a Subservicer to perform any of its servicing duties, responsibilities and obligations hereunder. Any Subservicing Agreement and any other transactions or services relating to the Mortgage Loans involving the Subservicer shall be deemed to be between the Subservicer and Servicer alone, and the Purchaser shall have no obligations, duties or liabilities with respect to the Subservicer including no obligation, duty or liability of Purchaser to pay the Subservicer's fees and expenses. For purposes of distributions and advances by the Servicer pursuant to this Agreement, the Servicer shall be deemed to have received a payment on a Mortgage Loan when the Subservicer has received such payment.

Servicer to Act as Servicer. From and after each Commencement Date, the The Servicer, as an independent contractorcontract servicer, shall service and administer the related Mortgage Loans in accordance with this Agreement and with Accepted Servicing Practices (giving due consideration to the Owner's reliance on the Servicer), and shall have full power and authority, acting alone, to do or cause to be done any and all things in connection with such servicing and administration which the Servicer may deem necessary or desirable, desirable and consistent with the terms of this Agreement and with Accepted Servicing Practices; provided Practices and shall exercise the same care that it customarily employs for its own account. Except as set forth in this Agreement, the Servicer shall not take any action that is inconsistent service the Mortgage Loans in accordance with or prejudices Accepted Servicing Practices in compliance with the rights and interests servicing provisions of the Fxxxxx Mxx Guide, which include, but are not limited to, provisions regarding the liquidation of Mortgage Loans, the collection of Mortgage Loan payments, the payment of taxes, insurance and other charges, the maintenance of hazard insurance with a Qualified Insurer, the maintenance of fidelity bond and errors and omissions insurance, inspections, the restoration of Mortgaged Property, the maintenance of Primary Mortgage Insurance Policies, insurance claims, and title insurance, management of REO Property, permitted withdrawals with respect to REO Property, liquidation reports, and reports of foreclosures and abandonments of Mortgaged Property, the transfer of Mortgaged Property, the release of Mortgage Loan Documents, annual statements, and examination of records and facilities. In the event of any conflict, inconsistency or discrepancy between any of the servicing provisions of this Agreement and any of the servicing provisions of the Fxxxxx Mae Guide, the provisions of this Agreement shall control and be binding upon the Owner and the Servicer. The Owner may, at its option, deliver powers-of-attorney to the Servicer sufficient to allow the Servicer as servicer to execute all documentation requiring execution on behalf of Owner with respect to the servicing of the Mortgage Loans, including satisfactions, partial releases, modifications and foreclosure documentation or, in the alternative, shall as promptly as reasonably possible, execute and return such documentation to the Servicer. Consistent with the terms of this Agreement, the Servicer may waive, modify or vary any term of any Mortgage Loan or under this Agreement. The Servicer shall not make any future advances with respect to a Mortgage Loan and (unless the Mortgagor is in default with respect consent to the Mortgage Loan postponement of any such term or such default is, in any manner grant indulgence to any Mortgagor if in the judgment of Servicer's reasonable and prudent determination such waiver, modification, postponement or indulgence is not materially adverse to the ServicerOwner, imminent and provided, however, that unless the Servicer has obtained the prior written consent of the Master Servicer) Owner, the Servicer shall not permit any modification of any material term of with respect to any Mortgage Loan including any modifications that would change the Mortgage Interest Rate, defer or forgive the payment of principal or interest, reduce or increase the outstanding principal balance (except for actual payments of principal) or change the final maturity date on such 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 such modification permitted hereunder which has been agreed to in writing by the Owner and which permits the deferral of interest or principal payments on any Mortgage Loan, the Servicer shall, on the Business Day immediately preceding the related Remittance Date in any month in which any such principal or interest payment has been deferred, deposit in the Custodial Account from its own funds, in accordance with Section 4.04 and Section 5.03, the difference between (a) such month's principal and one month's interest at the related 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 5.034.05. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered, to prepare, execute and deliver on behalf of itself and the Ownerdeliver, 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 Notwithstanding anything in this Agreement to the contrary, in the event of a Principal Prepayment in full or in part, the Servicer may not waive any prepayment penalty or portion thereof required by the terms of the related Mortgage Note unless (i) the enforceability thereof is limited (A) by bankruptcy, insolvency, moratorium, receivership, or other similar law relating to creditors' rights generally or (B) due to acceleration in connection with a foreclosure or other involuntary payment, or (ii) the enforceability is otherwise limited or prohibited by applicable law. If the Servicer waives or does not collect all or a portion of a prepayment penalty relating to a Principal Prepayment in full or in part due to any action or omission of the 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 instrumentas provided above, the Servicer shall forward deposit the amount of such prepayment penalty (or such portion thereof as had been waived for deposit) into the Custodial Account for distribution in accordance with the terms of this Agreement. Notwithstanding anything in this Agreement to the Master contrary, if a REMIC election is made, the Servicer copies shall not (unless the related mortgagor is in default with respect to the Mortgage Loan or such default is, in the judgment of the Servicer, reasonably foreseeable) make or permit any modification, waiver or amendment of any documents evidencing term of any Mortgage Loan that would both (i) effect an exchange or reissuance of such assumptionMortgage Loan under Section 1001 of the Code (or Treasury regulations promulgated thereunder) and (ii) cause the related REMIC to fail to qualify as a REMIC under the Code or the imposition of any tax on "prohibited transactions" or "contributions" after the "startup date" of such REMIC under the REMIC Provisions. The Servicer shall perform all of its servicing responsibilities hereunder or may cause a subservicer to perform any such servicing responsibilities on its behalf, modificationbut the use by the Servicer of a subservicer shall not release the Servicer from any of its obligations hereunder and the Servicer shall remain responsible hereunder for all acts and omissions of each subservicer as fully as if such acts and omissions were those of the Servicer. Any such subservicer must be a Fxxxxx Mxx approved seller/servicer or a Fxxxxxx Mac seller/servicer in good standing and no event shall have occurred, consolidation including but not limited to, a change in insurance coverage, which would make it unable to comply with the eligibility requirements for lenders imposed by Fxxxxx Mxx or extensionfor seller/servicers by Fxxxxxx Mac, or which would require notification to Fxxxxx Mxx or Fxxxxxx Mac. The Servicer shall pay all fees and expenses of each subservicer from its own funds, and a subservicer's fee shall not exceed the Servicing Fee. At the cost and expense of the Servicer, without any right of reimbursement from the Custodial Account, the Servicer shall be entitled to terminate the rights and responsibilities of a subservicer and arrange for any servicing responsibilities to be performed by a successor subservicer meeting the requirements in the preceding paragraph, provided, however, that nothing contained herein shall be deemed to prevent or prohibit the Servicer, at the Servicer's option, from electing to service the related Mortgage Loans itself. In the event that the Servicer's responsibilities and duties under this Agreement are terminated pursuant to Section 8.04, 9.01 or 10.01, and if requested to do so by the Owner, the Servicer shall at its own cost and expense terminate the rights and responsibilities of each subservicer effective as of the date of termination of the Servicer. The Servicer shall pay all fees, expenses or penalties necessary in order to terminate the rights and responsibilities of each subservicer from the Servicer's own funds without reimbursement from the Owner. Notwithstanding any of the provisions of this Agreement relating to agreements or arrangements between the Servicer and a subservicer or any reference herein to actions taken through a subservicer or otherwise, the Servicer shall not be relieved of its obligations to the Owner and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage Loans. The Servicer shall be entitled to enter into an agreement with a subservicer for indemnification of the Servicer by the subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Any subservicing agreement and any other transactions or services relating to the Mortgage Loans involving a subservicer shall be deemed to be between such subservicer and Servicer alone, and the Owner shall have no obligations, duties or liabilities with respect to such subservicer including no obligation, duty or liability of Owner to pay such subservicer's fees and expenses. For purposes of distributions and advances by the Servicer pursuant to this Agreement, 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 be deemed to Accepted Servicing Practices where have received a payment on a Mortgage Loan when a subservicer has received such practices do not conflict with the requirements of this Agreement, and the Owner's reliance on the Servicerpayment.

Servicer to Act as Servicer. From and after each Commencement Date, the Servicer, as an independent contractorcontract servicer, shall interim service and administer the related Mortgage Loans in accordance with Accepted Servicing Practices and this Agreement and shall have full power and authority, acting alone, to do or cause to be done any and all things in connection with such servicing and administration which the Servicer may deem necessary or desirabledesirable and consistent with the terms of this Agreement. Without limiting the generality of the foregoing, consistent the Servicer shall not take, or fail to take, any action which would result in the Purchaser's interest in the Mortgage Loans being adversely affected. Consistent with the terms of this Agreement and with Accepted Servicing Practices; provided that , the Servicer shall not take may waive, modify or vary any action that is inconsistent with or prejudices the rights and interests term of the Owner in any Mortgage Loan or under this Agreement. The Servicer shall not make any future advances with respect to a Mortgage Loan and (unless the Mortgagor is in default with respect consent to the Mortgage Loan postponement of strict compliance with any such term or such default is, in any manner grant indulgence to any Mortgagor if in the judgment of Servicer's reasonable and prudent determination such waiver, modification, postponement or indulgence is not materially adverse to the ServicerPurchaser; provided, imminent and however, that unless the Servicer has obtained the prior written consent of the Master Servicer) Purchaser, the Servicer shall not permit any modification of any material term of with respect to any Mortgage Loan including any modifications that would change the Mortgage Interest Rate, defer or forgive the payment thereof or of any principal or interestinterest payments, reduce or increase the outstanding principal balance amount (except for actual payments of principal) ), make additional advances of additional principal or change extend the final maturity date on such 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, during the Interim Servicing Period the Servicer shall continue, and is hereby authorized and empowered, to execute and deliver on behalf of itself itself, and the OwnerPurchaser, 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 PropertiesProperty. If reasonably required by the Servicer, the Owner Purchaser shall furnish the Servicer with any powers of attorney at the Purchaser's option 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 interim servicing and administering the Mortgage Loans, the Servicer shall employ procedures (including collection procedures) procedures and exercise the same care that it customarily employs and exercises in servicing and administering mortgage loans for its own account, account giving due consideration to Accepted Servicing Practices where Practices. If Servicer elects to utilize a subservicer to perform any or all of Servicer's duties hereunder, Servicer shall remain liable as though such practices do not conflict with duties were performed directly by Servicer and Servicer shall be responsible for the requirements payment of this Agreement, any and the Owner's reliance on the Servicerall fees of any such subservicer.

Servicer to Act as Servicer. From and after each Commencement Date, the Servicer, as an independent contractor, The Servicer shall service and administer the related Mortgage Loans in accordance with this Agreement and with Accepted Servicing Practices and shall have full power and authority, acting alone, to do or cause to be done any and all things in connection with such servicing and administration which the Servicer may deem necessary or desirable, desirable and consistent with the terms of this Agreement and with Accepted Servicing Practices; provided Practices and shall exercise the same care that it customarily employs for its own account. In addition, the Servicer shall not take any action that is inconsistent furnish information regarding the borrower credit files related to such Mortgage Loan to credit reporting agencies in compliance with or prejudices the rights and interests provisions of the Owner Fair Credit Reporting Act and the applicable implementing regulations. Except as set forth in this Agreement, the Servicer shall service the Mortgage Loans in accordance with Accepted Servicing Practices in compliance with the servicing provisions of the Xxxxxx Xxx Guide, which include, but are not limited to, provisions regarding the liquidation of Mortgage Loans, the collection of Mortgage Loan payments, the payment of taxes, insurance and other charges, the maintenance of hazard insurance with a Qualified Insurer, the maintenance of fidelity bond and errors and omissions insurance, inspections, the restoration of Mortgaged Property, the maintenance of Primary Mortgage Insurance Policies, insurance claims, and title insurance, management of REO Property, permitted withdrawals with respect to REO Property, liquidation reports, and reports of foreclosures and abandonments of Mortgaged Property, the transfer of Mortgaged Property, the release of Mortgage Loan Documents, annual statements, and examination of records and facilities. In the event of any conflict, inconsistency or discrepancy between any of the servicing provisions of this Agreement and any of the servicing provisions of the Xxxxxx Mae Guide, the provisions of this Agreement shall control and be binding upon the Depositor and the Servicer. Consistent with and in addition to the terms set forth in this Agreement, if a Mortgage Loan is in default or such default is reasonably foreseeable, the Servicer may also waive, modify or vary any term of any Mortgage Loan or under this Agreementconsent to the postponement of strict compliance with any such term or in any manner grant indulgence to any mortgagor, including without limitation, to (1) capitalize any amounts owing on the Mortgage Loan by adding such amount to the outstanding principal balance of the Mortgage Loan, (2) defer such amounts to a later date or the final payment date of such Mortgage Loan, (3) extend the maturity of any such Mortgage Loan, (4) amend the related Mortgage Note to reduce the related Mortgage Rate with respect to any Mortgage Loan, (5) convert the Mortgage Rate on any Mortgage Loan from a fixed rate to an adjustable rate or vice versa, (6) with respect to a mortgage loan with an initial fixed rate period followed by an adjustable rate period, extend the fixed period and reduce the adjustable rate period, and/or (7) forgive the amount of any interest and principal owed by the related Mortgagor; provided that, in the Servicer's reasaonble and prudent determination, such waiver, modification, postponement or indulgence: (A) is not materially adverse to the interests of the Certificateholders in the aggregate on a present value basis using reasonable assumptions (including taking into account any estimated Realized Loss that might result absent such action); and (B) does not amend the related Mortgage Note to extend the maturity thereof later than the date of the Latest Possible Maturity Date; provided further, with respect to any Mortgage Loan that is not in default or if default is not reasonably foreseeable unless the Servicer has provided to the Trustee a certification addressed to the Trustee, based on advice of counsel or certified public accountants that have a national reputation with respect to taxation of REMICs, that a modification of such Mortgage Loan will not result in the imposition of taxes on or disqualify from REMIC status any of the 2007-AR4 REMICs. The Servicer shall not make any future advances provide to each Mortgagor of a Mortgage Loan all payment options listed in the related Mortgage Note that are available to such Mortgagor with respect to a such payment, notwithstanding any provision in the related Mortgage Loan and (unless Note that explicitly states or implies that providing such options is optional for the Mortgagor is in default with respect to the servicer of such Mortgage Loan or such default is, in the judgment owner or holder of the Servicerrelated Mortgage Note. Notwithstanding the foregoing, imminent and the Servicer has obtained the prior written consent of the Master Servicer) the Servicer shall not permit any modification of any material term of with respect to any Mortgage Loan including any modifications that would change the Mortgage Interest Rate, defer both constitute a sale or forgive the payment of principal or interest, reduce or increase the outstanding principal balance (except for actual payments of principal) or change the final maturity date on such 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 exchange of such Mortgage Loan and (b) within 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 meaning of Section 5.03. Without limiting the generality 1001 of the foregoingCode and 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 in Full) and cause any REMIC formed under this Agreement to fail to qualify as a REMIC under the Code. Upon request, 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 Trustee shall furnish the Servicer with any powers of attorney attorney, in substantially the form attached hereto as Exhibit I, and other documents in form as provided to it necessary or appropriate to enable the Servicer to carry out its service and administer the related Mortgage Loans and REO Property. The Trustee shall provide access to the records and documentation in possession of the Trustee regarding the related Mortgage Loans and REO Property and the servicing and administrative duties under this Agreement. Promptly after thereof to 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 instrumentCertificateholders, 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 AgreementFDIC, and the Ownersupervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the Trustee; provided, however, that, unless otherwise required by law, the Trustee shall not be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee's reliance actual costs. The Trustee shall execute and deliver to the Servicer any court pleadings, requests for trustee's sale or other documents prepared by the Servicer as necessary or desirable to (i) the foreclosure or trustee's sale with respect to a Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note or Security Instrument; (iii) obtain a deficiency judgment against the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or Security Instrument or otherwise available at law or equity. The Servicer shall not waive any Prepayment Charge unless: (i) the enforceability thereof shall have been limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors' rights generally, (ii) the enforcement thereof is illegal, or any local, state or federal agency has threatened legal action if the prepayment penalty is enforced, (iii) the mortgage debt has been accelerated in connection with a foreclosure or other involuntary payment or (iv) such waiver is standard and customary in servicing similar Mortgage Loans and relates to a default or a reasonably foreseeable default and would, in the reasonable judgment of the Servicer, maximize recovery of total proceeds taking into account the value of such Prepayment Charge and the related Mortgage Loan. If a Prepayment Charge is waived, but does not meet the standards described above, then the Servicer is required to pay the amount of such waived Prepayment Charge by remitting such amount to the Depositor by the Distribution Account Deposit Date.

Servicer to Act as Servicer. From and after each Commencement (a) Commencing on the Closing Date, the Servicer, as an independent contractor, Servicer shall service and administer the related each Mortgage Loans and shall have full power and authority, acting alone, to do any and all things Loan in connection with such servicing and administration which the Servicer may deem necessary or desirable, consistent with the terms of this Agreement and accordance with Accepted Servicing Practices; provided that the . (b) The Servicer shall not take any action that is inconsistent maintain an EDP containing all information and programming necessary to service the Mortgage Loans in accordance with or prejudices Section 2.01(a) hereof. The Mortgage Loans shall be grouped on the rights and interests Servicer's EDP to reflect the Trust Fund as the owner of the Owner in Mortgage Loans. (c) The Servicer may not waive, modify or vary any term of a Mortgage Loan or under this AgreementNote without the Depositor's prior written consent. The Servicer shall not make comply with all applicable federal, state and local legal and regulatory requirements (including laws, statutes, rules, regulations and ordinances) in connection with the modification of the Mortgage Note. (d) Notwithstanding anything herein to the contrary, the Servicer shall follow any future advances with respect to a Mortgage Loan and (unless reasonable directions given by the Mortgagor is in default Trustee and/or the Depositor with respect to the Mortgage Loan or such default is, in the judgment servicing of the ServicerMortgage Loans. (e) With the exception of Ancillary Fees and any other charges expressly permitted by the Mortgage Note and applicable law, imminent and the Servicer has obtained covenants and agrees that it will not, without the prior written consent of the Master Servicer) the Servicer shall not permit Seller, charge or collect from any modification Mortgagor, or trustee under a deed of trust, any fees of any material term of any Mortgage Loan including any modifications that would change the Mortgage Interest Rate, defer or forgive the payment of principal or interest, reduce or increase the outstanding principal balance (except for actual payments of principal) or change the final maturity date on such 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, kind 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 but not limited 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 charges 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 amounts expended by the Servicer, regardless of the Owner shall furnish characterization of the Servicer with any fee or charge. (f) The Trustee agrees to execute such limited powers of attorney provided to it by the Servicer as are necessary and other documents necessary or appropriate to enable assist the Servicer to carry out its servicing and administrative duties responsibilities under this Agreement. Promptly after . (g) In connection with its duties hereunder, in the execution event the Servicer requires an original of any assumption, modification, consolidation or extension of any document contained in a Mortgagor's file to service a Mortgage Loan, but in no event later than it shall submit a written request to the Reporting Date in Trustee (or any custodian on its behalf) and the month following Trustee (or any custodian on its behalf) shall provide the date original document to the Servicer within two (2) Business Days after receipt of execution the written request, provided that (a) as to any recorded document, the applicable recorder's office has returned the recorded document to the Servicer or (b) as to the original title insurance policy, the Servicer has received such policy. When requesting a release of such instrumentdocuments from the Trustee (or any custodian on its behalf), the Servicer shall forward to use the Master Servicer copies of any documents evidencing such assumption, modification, consolidation or extension. In servicing and administering form attached hereto as Exhibit N. Notwithstanding the Mortgage Loansforegoing, the Servicer acknowledges and agrees that the Seller maintains agreements with document custodians selected by it from time to time, pursuant to which such custodians maintain Mortgage Loan files on behalf of the Seller. The Servicer agrees to cooperate with such custodians and request from such custodians the documents and Mortgage Files required by the Servicer which are maintained by such custodians (with a copy of such request sent to the Seller). (h) The Servicer shall employ procedures not, unless default by the related Mortgagor has occurred or is imminent, knowingly permit any modification, waiver or amendment of any material term of any Mortgage Loan (including collection proceduresbut not limited to the interest rate, the principal balance, the amortization schedule, or any other term affecting the amount or timing of payments on the Mortgage Loan or the collateral therefor) and exercise unless the same care that it customarily employs and exercises in servicing and administering mortgage loans for its own account, giving due consideration Servicer shall have provided to Accepted Servicing Practices where such practices do not conflict with the requirements of this Agreement, Depositor and the Owner's reliance on Trustee an Opinion of Counsel in writing to the Servicereffect that such modification, waiver or amendment would not cause an Adverse REMIC Event.

Servicer to Act as Servicer. From and after each Commencement Date, the The Servicer, as an independent contractorcontract servicer, shall service and administer the related Mortgage Loans in accordance with this Agreement and the normal and usual standards of practice of prudent mortgage servicers, and shall have full power and authority, acting alone, to do or cause to be done any and all things in connection with such servicing and administration which the Servicer may deem necessary or desirable, desirable and consistent with the terms of this Agreement including, in the case of FHA Loans, taking all actions that a mortgagee is permitted or required to take by the FHA (the "Servicing Standards"). Consistent with the terms of this Agreement, the 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 in the Servicer's reasonable and with Accepted Servicing Practicesprudent determination such waiver, modification, postponement or indulgence is not materially adverse to the Certificateholders; provided provided, however, that the Servicer shall not take any action that is inconsistent with or prejudices the rights and interests of the Owner in any Mortgage Loan or under this Agreement. The Servicer shall not make any future advances with respect to a Mortgage Loan and (unless the Mortgagor is in default with respect to the Mortgage Loan or such default is, in the judgment of the Servicer, imminent and the Servicer has obtained the prior written consent of the Master Servicerreasonably foreseeable) the Servicer shall not permit any modification of any material term of with respect to any Mortgage Loan including any modifications that would (i) change the Mortgage Interest Rate, defer or forgive the payment thereof of any principal or interestinterest payments, reduce or increase the outstanding principal balance amount (except for actual payments of principal) or change extend the final maturity date on such 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 (ii) in the release case of any portion ofFHA Loans, or interest in, affect 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 FHA Insurance Contract with respect to such Mortgage Loan, (iii) affect adversely the status of any REMIC as a REMIC or (iv) cause any REMIC to be subject to a tax on "prohibited transactions" or "contributions" pursuant to the REMIC Provisions. Notwithstanding the foregoing, the Servicer shall, on the Business Day immediately preceding the Remittance Date in shall not permit any month in which modification with respect to 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 that would both (x) effect an exchange or reissuance of such Mortgage Loan under Section 1.860G-2(b) of the Treasury Regulations and (by) cause any REMIC constituting part of the amount paid by Trust Fund to fail to qualify as a REMIC under the Mortgagor. The Servicer shall be entitled to reimbursement for such advances to Code or the same extent as for all other advances made pursuant to Section 5.03imposition of any tax on "prohibited transactions" or "contributions" after the Startup Day under the REMIC Provisions. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered, empowered to execute and deliver on behalf of itself itself, and the OwnerTrustee, 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 PropertiesProperty. The Servicer shall make all required Servicing Advances and shall service and administer the Mortgage Loans in accordance with Applicable Regulations, and shall provide to the Mortgagor any reports required to be provided to them thereby. If reasonably required by the Servicer, the Owner Trustee shall furnish the Servicer with any powers a power of attorney substantially in the form of Exhibit P hereto and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. Promptly after Agreement and the execution of Trustee shall have no liability with respect to 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 misuse of such instrumentpower of attorney and shall be indemnified by the Servicer for any costs, liabilities or expenses incurred by the Trustee in connection therewith. Notwithstanding anything in this Agreement to the contrary, the Servicer shall forward be prohibited from foreclosing on any Mortgage Loan based on the delinquency status thereof as of the Cut-off Date. In servicing and administering FHA Loans, the Servicer shall comply strictly with the National Housing Act and the FHA Regulations, and administrative guidelines issued thereunder or pursuant thereto (insofar as the same apply to any Mortgage Loan) and, to the Master Servicer copies extent permitted hereunder, promptly discharge all of any documents evidencing such assumptionthe obligations of the mortgagee thereunder and under each Mortgage including the timely giving of notices, modificationthe essence hereof being that the full benefits of each FHA Insurance Contract inure to the Trustee, consolidation or extensionon behalf of the Certificateholders. In servicing and administering the Mortgage Loans, the Servicer shall employ procedures (including collection procedures) procedures and exercise the same care that it customarily employs and exercises in servicing and administering mortgage loans for its own account, account giving due consideration to Accepted Servicing Practices accepted mortgage servicing practices of prudent lending institutions, the FHA Insurance Contracts, where such practices do not conflict with the requirements of this Agreementapplicable, and the Owner's Certificateholders' reliance on the Servicer.

Servicer to Act as Servicer. From and after each Commencement the Servicing Transfer Date, the Servicer, as an independent contractorcontract servicer, shall service and administer the related Mortgage Loans on behalf of the Trust and in the best interests of and for the benefit of the Certificateholders in accordance with this Agreement and the normal and usual standards of practice of prudent mortgage servicers servicing similar mortgage loans and, to the extent consistent with such terms, in the same manner in which it services and administers similar mortgage loans for its own portfolio, and shall have full power and authority, acting alone, to do or cause to be done any and all things in connection with such servicing and administration which the Servicer may deem necessary or desirable, desirable and consistent with the terms of this Agreement (the "Servicing Standard"). Consistent with the terms of this Agreement, the 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 in the Servicer's reasonable and with Accepted Servicing Practicesprudent determination such waiver, modification, postponement or indulgence is not materially adverse to the Certificateholders; provided provided, however, that the Servicer shall not take any action that is inconsistent with or prejudices the rights and interests of the Owner in any Mortgage Loan or under this Agreement. The Servicer shall not make any future advances with respect to a Mortgage Loan and (unless the Mortgagor is in default with respect to the Mortgage Loan or such default isand, except as set forth in the judgment of the Servicerfollowing sentence or Section 3.03, imminent and the Servicer has obtained the prior written consent of the Master Servicer) the Servicer shall not permit any modification of any material term of with respect to any Mortgage Loan including any modifications that would (i) change the Mortgage Interest Rate, defer or forgive the payment thereof of any principal or interestinterest payments, reduce or increase the outstanding principal balance amount (except for actual payments of principal) or change extend the final maturity date on such 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 such Mortgage LoanLoan or (ii) cause an Adverse REMIC Event. Notwithstanding anything to the contrary contained in this Agreement, includingin the event that any Mortgage Loan is in default or, without limitationif such default is reasonably foreseeable, securing the prior written consent of Servicer, consistent with the respective Qualified Insurer regarding any change standards set forth in this Section 3.01, may also waive, modify or vary any term of such Mortgage LoanLoan (including modifications that would change the Mortgage Rate, forgive the release payment of principal or interest, extend the final maturity date of such Mortgage Loan (including modifications that would change the Mortgage Rate, forgive the payment of principal or interest, extend the final maturity date of such Mortgage Loan or waive, in whole or in part, a Prepayment Charge)), accept payment from the related Mortgagor from any liability related to of an amount less than the unpaid Principal Balance in final satisfaction of such Mortgage Loan, or consent to the release postponement of strict compliance with any such term or otherwise grant indulgence to any Mortgagor (any and all such waivers, modifications, variances, forgiveness of principal or interest, postponements, or indulgences collectively referred to herein as "forbearance"); provided, however, that the final maturity date of any portion of, or interest in, Mortgage Loan may not be extended beyond the Mortgaged Property from Assumed Final Distribution Date. The Servicer's analysis supporting any forbearance and the lien conclusion that any forbearance meets the standards of this Section 3.01 shall be reflected in writing in the related MortgageServicing File. In Notwithstanding the event of any modification permitted hereunder which permits the deferral of interest or principal payments on any Mortgage Loanforegoing, the Servicer shall, on the Business Day immediately preceding the Remittance Date in shall not permit any month in which modification with respect to 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 that would both (x) effect an exchange or reissuance of such Mortgage Loan under Section 1.860G-2(b) of the Treasury Regulations and (by) the amount paid by the Mortgagorcause an Adverse REMIC Event. The Servicer NIMS Insurer's prior written consent shall be entitled to reimbursement required for such advances to any modification, waiver or amendment if the same extent aggregate number of outstanding Mortgage Loans which have been modified, waived or amended exceeds 5% of the number of Mortgage Loans as for all other advances made pursuant to Section 5.03of the Cut-off Date. Without limiting the generality of the -71- foregoing, the Servicer shall continue, and is hereby authorized and empowered, empowered to execute and deliver on behalf of itself itself, and the OwnerTrustee, 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 PropertiesProperty. If reasonably The Servicer shall make all required by Servicing Advances and shall service and administer the ServicerMortgage Loans in accordance with Applicable Regulations, and shall provide to the Owner Mortgagor any reports required to be provided to them thereby. The Trustee shall furnish execute and deliver to the Servicer with within at least fifteen (15) Business Days of receipt, upon request, any powers of attorney furnished to it by the Servicer empowering the Servicer to execute and deliver instruments of satisfaction or cancellation, or of partial or full release or discharge, and to foreclose upon or otherwise liquidate any Mortgaged Property, and to appeal, prosecute or defend in any court action relating to the Mortgage Loans or the Mortgaged Properties, in accordance with this Agreement, and the Trustee shall execute and deliver such other documents as the Servicer may request, necessary or appropriate to enable the Servicer to service and administer the Mortgage Loans and carry out its servicing duties hereunder, in each case in accordance with Servicing Standard (and administrative duties under this Agreement. Promptly after the execution Trustee shall have no liability for misuse of any assumption, modification, consolidation or extension such powers of any Mortgage Loan, but in no event later than attorney by the Reporting Date in Servicer). Notwithstanding anything contained herein to the month following the date of execution of such instrumentcontrary, the Servicer shall forward not without the Trustee's written consent: (i) initiate any action, suit or proceeding solely under the Trustee's name without indicating the Servicer's representative capacity or (ii) take any action with the intent to cause, and which results in, the Master Servicer copies of Trustee being registered to do business in any documents evidencing such assumption, modification, consolidation or extensionstate. In servicing and administering the Mortgage Loans, the Servicer shall employ procedures (including collection procedures) procedures and exercise the same care that it customarily employs and exercises in servicing and administering mortgage loans for its own account, account giving due consideration to Accepted Servicing Practices where such accepted mortgage servicing practices do not conflict with the requirements of this Agreement, prudent lending institutions and the Owner's Certificateholders' reliance on the Servicer. The Servicer shall give prompt notice to the Trustee of any action, of which the Servicer has actual knowledge, to (i) assert a claim against the Trust Fund or (ii) assert jurisdiction over the Trust Fund. (a) the Servicer determines that such waiver is standard and customary in servicing similar mortgage loans, (b) such waiver relates to a default or a reasonably foreseeable default and (c) would, in the reasonable judgment of the Servicer, maximize recovery of Liquidation Proceeds for such Mortgage Loan, taking into account the value of such Prepayment Charge; (ii) the enforceability thereof is limited (1) by bankruptcy, insolvency, moratorium, receivership, or other similar law relating to creditors' rights generally or (2) due to acceleration in connection with a foreclosure or other involuntary payment; (iii) such Prepayment Charge is not permitted to be collected by Applicable Regulations; or (iv) the collection of such Prepayment Charge would be considered "predatory" pursuant to written guidance published or issued by any applicable federal, state or local regulatory authority acting in its official capacity and having jurisdiction over such matters. If the Servicer has waived or does not collect all or a portion of a Prepayment Charge relating to a voluntary Principal Prepayment in full due to any action or omission of the Servicer, other than as provided above, the Servicer shall, on the date on which the Principal Prepayment in full is remitted to the Trustee, deliver to the Trustee the Servicer Prepayment Charge Amount with respect to such Mortgage Loan for distribution in accordance with the terms of this Agreement. In the event that a Prepayment Charge due with respect to any Mortgage Loan is not timely received by the Servicer, the Servicer shall use commercially reasonable efforts to determine whether the Originator is obligated to pay a related Originator Prepayment Charge Payment Amount, and if the Servicer determines that a Originator Prepayment Charge Payment Amount is due, the Servicer shall promptly notify the Originator, and the Servicer shall enforce the Originator's obligations to pay in a timely manner any such Originator Prepayment Charge Payment Amounts and, to the extent that such amounts are received by the Servicer, shall cause such amounts to be deposited into the Collection Account within one Business Day of receipt.

Servicer to Act as Servicer. From and after each Commencement (a) Commencing on the Closing Date, the Servicer, as an independent contractor, Servicer shall service and administer the related each Mortgage Loans and shall have full power and authority, acting alone, to do any and all things Loan in connection with such servicing and administration which the Servicer may deem necessary or desirable, consistent with the terms of this Agreement and accordance with Accepted Servicing Practices; provided that . (b) [Reserved]. (c) The Servicer may not waive, modify or vary any term of a Mortgage Note without the Servicer shall not take any action that is inconsistent with or prejudices the rights and interests of the Owner in any Mortgage Loan or under this AgreementDepositor's prior written consent. The Servicer shall not make comply with all applicable federal, state and local legal and regulatory requirements (including laws, statutes, rules, regulations and ordinances) in connection with the modification of the Mortgage Note. (d) Notwithstanding anything herein to the contrary, the Servicer shall follow any future advances with respect to a Mortgage Loan and (unless reasonable directions given by the Mortgagor is in default Trustee and/or the Depositor with respect to the Mortgage Loan or such default is, in the judgment servicing of the ServicerMortgage Loans. (e) With the exception of Ancillary Fees and any other charges expressly permitted by the Mortgage Note and applicable law, imminent and the Servicer has obtained covenants and agrees that it will not, without the prior written consent of the Master Servicer) the Servicer shall not permit Sponsor, charge or collect from any modification Mortgagor, or trustee under a deed of trust, any fees of any material term of any Mortgage Loan including any modifications that would change the Mortgage Interest Rate, defer or forgive the payment of principal or interest, reduce or increase the outstanding principal balance (except for actual payments of principal) or change the final maturity date on such 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, kind 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 but not limited 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 charges 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 amounts expended by the Servicer, regardless of the Owner shall furnish characterization of the Servicer with any fee or charge. (f) The Trustee agrees to execute such limited powers of attorney provided to it by the Servicer as are necessary and other documents necessary or appropriate to enable assist the Servicer to carry out its servicing and administrative duties responsibilities under this Agreement. Promptly after . (g) In connection with its duties hereunder, in the execution event the Servicer requires an original of any assumption, modification, consolidation or extension of any document contained in a Mortgagor's file to service a Mortgage Loan, but in no event later than it shall submit a written request to the Reporting Date in Trustee and the month following Trustee shall provide the date original document to the Servicer within two (2) Business Days after receipt of execution the written request, provided that (a) as to any recorded document, the applicable recorder's office has returned the recorded document to the Servicer or (b) as to the original title insurance policy, the Servicer has received such policy. When requesting a release of such instrumentdocuments from the Trustee, the Servicer shall forward to use the Master Servicer copies of any documents evidencing such assumption, modification, consolidation or extension. In servicing and administering form attached hereto as Exhibit N. Notwithstanding the Mortgage Loansforegoing, the Servicer acknowledges and agrees that the Sponsor maintains agreements with document custodians selected by it from time to time, pursuant to which such custodians maintain Mortgage Loan files on behalf of the Sponsor. The Servicer agrees to cooperate with such custodians and request from such custodians the documents and Mortgage Files required by the Servicer which are maintained by such custodians (with a copy of such request sent to the Sponsor). (h) The Servicer shall employ procedures not, unless default by the related Mortgagor has occurred or is imminent, knowingly permit any modification, waiver or amendment of any material term of any Mortgage Loan (including collection proceduresbut not limited to the interest rate, the principal balance, the amortization schedule, or any other term affecting the amount or timing of payments on the Mortgage Loan or the collateral therefor) and exercise unless the same care that it customarily employs and exercises in servicing and administering mortgage loans for its own account, giving due consideration Servicer shall have provided to Accepted Servicing Practices where such practices do not conflict with the requirements of this Agreement, Depositor and the Owner's reliance on Trustee an Opinion of Counsel in writing to the Servicereffect that such modification, waiver or amendment would not cause an Adverse REMIC Event.

Servicer to Act as Servicer. From and after each Commencement Date, the The Servicer, as an independent contractorcontract servicer, shall service and administer the related Mortgage Loans in accordance with this Agreement and the normal and usual standards of practice of prudent mortgage servicers, and shall have full power and authority, acting alone, to do or cause to be done any and all things in connection with such servicing and administration which the Servicer may deem necessary or desirable, desirable and consistent with the terms of this Agreement including, in the case of FHA Loans, taking all actions that a mortgagee is permitted or required to take by the FHA (the “Servicing Standards”). Consistent with the terms of this Agreement, the 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 in the Servicer’s reasonable and with Accepted Servicing Practicesprudent determination such waiver, modification, postponement or indulgence is not materially adverse to the Certificateholders; provided provided, however, that the Servicer shall not take any action that is inconsistent with or prejudices the rights and interests of the Owner in any Mortgage Loan or under this Agreement. The Servicer shall not make any future advances with respect to a Mortgage Loan and (unless the Mortgagor is in default with respect to the Mortgage Loan or such default is, in the judgment of the Servicer, imminent and the Servicer has obtained the prior written consent of the Master Servicerreasonably foreseeable) the Servicer shall not permit any modification of any material term of with respect to any Mortgage Loan including any modifications that would (i) change the Mortgage Interest Rate, defer or forgive the payment thereof of any principal or interestinterest payments, reduce or increase the outstanding principal balance amount (except for actual payments of principal) or change extend the final maturity date on such 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 (ii) in the release case of any portion ofFHA Loans, or interest in, affect 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 FHA Insurance Contract with respect to such Mortgage Loan, (iii) affect adversely the status of any REMIC as a REMIC or (iv) cause any REMIC to be subject to a tax on “prohibited transactions” or “contributions” pursuant to the REMIC Provisions. Notwithstanding the foregoing, the Servicer shall, on the Business Day immediately preceding the Remittance Date in shall not permit any month in which modification with respect to 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 that would both (x) effect an exchange or reissuance of such Mortgage Loan under Section 1.860G-2(b) of the Treasury Regulations and (by) cause any REMIC constituting part of the amount paid by Trust Fund to fail to qualify as a REMIC under the Mortgagor. The Servicer shall be entitled to reimbursement for such advances to Code or the same extent as for all other advances made pursuant to Section 5.03imposition of any tax on “prohibited transactions” or “contributions” after the Startup Day under the REMIC Provisions. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered, empowered to execute and deliver on behalf of itself itself, and the OwnerTrustee, 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 PropertiesProperty. The Servicer shall make all required Servicing Advances and shall service and administer the Mortgage Loans in accordance with Applicable Regulations, and shall provide to the Mortgagor any reports required to be provided to them thereby. If reasonably required by the Servicer, the Owner Trustee shall furnish the Servicer with any powers a power of attorney substantially in the form of Exhibit P hereto and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. Promptly after Agreement and the execution of Trustee shall have no liability with respect to 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 misuse of such instrumentpower of attorney and shall be indemnified by the Servicer for any costs, liabilities or expenses incurred by the Trustee in connection therewith. In connection with any modification pursuant to this Section 3.01, to the extent there are any unreimbursed Advances or Servicing Advances, the Servicer shall forward reimburse itself for such amounts from the Collection Account. Notwithstanding anything in this Agreement to the Master contrary, the Servicer copies shall be prohibited from foreclosing on any Mortgage Loan based on the delinquency status thereof as of the Cut-off Date. In servicing and administering FHA Loans, the Servicer shall comply strictly with the National Housing Act and the FHA Regulations, and administrative guidelines issued thereunder or pursuant thereto (insofar as the same apply to any documents evidencing such assumptionMortgage Loan) and, modificationto the extent permitted hereunder, consolidation or extensionpromptly discharge all of the obligations of the mortgagee thereunder and under each Mortgage including the timely giving of notices, the essence hereof being that the full benefits of each FHA Insurance Contract inure to the Trustee, on behalf of the Certificateholders. In servicing and administering the Mortgage Loans, the Servicer shall employ procedures (including collection procedures) procedures and exercise the same care that it customarily employs and exercises in servicing and administering mortgage loans for its own account, account giving due consideration to Accepted Servicing Practices accepted mortgage servicing practices of prudent lending institutions, the FHA Insurance Contracts, where such practices do not conflict with the requirements of this Agreementapplicable, and the Owner's Certificateholders’ reliance on the Servicer. The Servicer shall give prompt notice to the Trustee of any action, of which the Servicer has actual knowledge, which action purports to (i) assert a claim against the Trust Fund or (ii) assert jurisdiction over the Trust Fund. Notwithstanding anything in this Agreement to the contrary, in the event of a Principal Prepayment in full of a Mortgage Loan, the Servicer may not waive any Prepayment Charge or portion thereof required by the terms of the related Mortgage Note unless (i) the Servicer determines that such waiver would maximize recovery of Liquidation Proceeds for such Mortgage Loan, taking into account the value of such Prepayment Charge, (ii) (A) the enforceability thereof is limited (1) by bankruptcy, insolvency, moratorium, receivership, or other similar law relating to creditors’ rights generally or (2) due to acceleration in connection with a foreclosure or other involuntary payment, or (B) the enforceability is otherwise limited or prohibited by applicable law or (iii) the Servicer has not been provided with information sufficient to enable it to collect the Prepayment Charge. In the event of a Principal Prepayment in full with respect to any Mortgage Loan, the Servicer shall deliver to the Trustee an Officer’s Certificate substantially in the form of Exhibit N no later than the date on which the Servicer delivers the Remittance Report to the Trustee and the Trustee will make such Officer’s Certificate available on its website to the Class X Certificateholders. If the Servicer has waived or does not collect all or a portion of a Prepayment Charge relating to a Principal Prepayment in full due to any action or omission of the Servicer, other than as provided above, the Servicer shall, as soon as possible after the date such Principal Prepayment in full is made, but in no event later than five (5) Business Days from such date, deliver to the Trustee the amount of such Prepayment Charge (or such portion thereof as had been waived for deposit) into the Distribution Account for distribution in accordance with the terms of this Agreement. The Trustee shall make available on its website to the Depositor and the owner of the Class N and Class X Certificates, on a monthly basis, a statement setting forth the amounts received with respect to Prepayment Charges.

Servicer to Act as Servicer. From and after each Commencement Date, the The Servicer, as an independent contractorcontract servicer, shall service and administer the related Mortgage Loans on behalf of the Trust and in the best interests of and for the benefit of the Certificateholders in accordance with this Agreement and the normal and usual standards of practice of prudent mortgage servicers servicing similar mortgage loans and, to the extent consistent with such terms, in the same manner in which it services and administers similar mortgage loans for its own portfolio, and shall have full power and authority, acting alone, to do or cause to be done any and all things in connection with such servicing and administration which the Servicer may deem necessary or desirable, desirable and consistent with the terms of this Agreement (the "Servicing Standard"). Consistent with the terms of this Agreement, the 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 in the Servicer's reasonable and with Accepted Servicing Practicesprudent determination such waiver, modification, postponement or indulgence is not materially adverse to the Certificateholders; provided provided, however, that the Servicer shall not take any action that is inconsistent with or prejudices the rights and interests of the Owner in any Mortgage Loan or under this Agreement. The Servicer shall not make any future advances with respect to a Mortgage Loan and (unless the Mortgagor is in default with respect to the Mortgage Loan or such default isand, except as set forth in the judgment of the Servicerfollowing sentence or Section 3.03, imminent and the Servicer has obtained the prior written consent of the Master Servicer) the Servicer shall not permit any modification of any material term of with respect to any Mortgage Loan including any modifications that would (i) change the Mortgage Interest Rate, defer or forgive the payment thereof of any principal or interestinterest payments, reduce or increase the outstanding principal balance amount (except for actual payments of principal) or change extend the final maturity date on with respect to such Mortgage Loan, (ii) affect adversely the status of any REMIC constituting part of the Trust Fund as a REMIC or (iii) cause any such REMIC to be subject to a tax on "prohibited transactions" or "contributions" pursuant to the REMIC Provisions or any similar provisions of state or local law. Except Notwithstanding anything to the contrary contained in this Agreement, in the event that any Mortgage Loan is in default or, if such default is reasonably foreseeable, the Servicer, consistent with the written permission of the Master Servicerstandards set forth in this Section 3.01, no modificationmay also waive, recast, extension, modify 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 vary any term of such Mortgage LoanLoan (including modifications that would change the Mortgage Rate, forgive the release payment of principal or interest, extend the final maturity date of such Mortgage Loan (including modifications that would change the Mortgage Rate, forgive the payment of principal or interest, extend the final maturity date of such Mortgage Loan or waive, in whole or in part, a Prepayment Charge)), accept payment from the related Mortgagor from any liability related to of an amount less than the Stated Principal Balance in final satisfaction of such Mortgage Loan, or consent to the release postponement of strict compliance with any such term or otherwise grant indulgence to any Mortgagor (any and all such waivers, modifications, variances, forgiveness of principal or interest, postponements, or indulgences collectively referred to herein as "forbearance"); provided, however, that the final maturity date of any portion of, or interest in, Mortgage Loan may not be extended beyond the Mortgaged Property from Assumed Final Distribution Date. The Servicer's analysis supporting any forbearance and the lien conclusion that any forbearance meets the standards of this Section 3.01 shall be reflected in writing in the related MortgageServicing File. In Notwithstanding the event of any modification permitted hereunder which permits the deferral of interest or principal payments on any Mortgage Loanforegoing, the Servicer shall, on the Business Day immediately preceding the Remittance Date in shall not permit any month in which modification with respect to 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 that would both (x) effect an exchange or reissuance of such Mortgage Loan under Section 1.860G-2(b) of the Treasury Regulations and (by) cause any REMIC constituting part of the amount paid by Trust Fund to fail to qualify as a REMIC under the Mortgagor. The Servicer shall be entitled to reimbursement for such advances to Code or the same extent as for all other advances made pursuant to Section 5.03imposition of any tax on "prohibited transactions" or "contributions" after the Startup Day under the REMIC Provisions or any similar provisions of state or local law. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered, empowered to execute and deliver on behalf of itself itself, and the OwnerTrustee, 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 Property. The Servicer shall make all required Servicing Advances and shall service and administer the Mortgage Loans in accordance with Applicable Regulations, and shall provide to the Mortgagor any reports required to be provided to them thereby. The Trustee shall execute and deliver to the Servicer within at least fifteen (15) Business Days of receipt, upon request, any powers of attorney furnished to it by the Servicer empowering the Servicer to execute and deliver instruments of satisfaction or cancellation, or of partial or full release or discharge, and to foreclose upon or otherwise liquidate any Mortgaged Property, and to appeal, prosecute or defend in any court action relating to the Mortgage Loans or the Mortgaged Properties, in accordance with this Agreement, and the Trustee shall execute and deliver such other documents as the Servicer may request, necessary or appropriate to enable the Servicer to service and administer the Mortgage Loans and carry out its duties hereunder, in each case in accordance with Servicing Standard (and the Trustee shall have no liability for misuse of any such powers of attorney by the Servicer). Notwithstanding anything contained herein to the contrary, the Servicer shall not without the Trustee's written consent: (i) initiate any action, suit or proceeding solely under the Trustee's name without indicating the Servicer's representative capacity, or (ii) take any action with the intent to cause, and which results in, the Trustee being registered to do business in any state. If reasonably required by the Servicer, the Owner Trustee shall furnish the Servicer with any powers a power of attorney substantially in the form of Exhibit S hereto and such 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 extensionhereunder. In servicing and administering the Mortgage Loans, the Servicer shall employ procedures (including collection procedures) procedures and exercise the same care that it customarily employs and exercises in servicing and administering mortgage loans for its own account, account giving due consideration to Accepted Servicing Practices where such accepted mortgage servicing practices do not conflict with the requirements of this Agreement, prudent lending institutions and the Owner's Certificateholders' reliance on the Servicer.

Servicer to Act as Servicer. From and after each Commencement Date, the Subservicing. (a) The Servicer, as an independent contractor, shall service and administer the related Mortgage Loans in accordance with this Agreement and Customary Servicing Procedures and the terms of the Mortgage Notes and Mortgages, and shall have full power and authority, acting alonealone or through subservicers or agents, to do or cause to be done any and all things in connection with such servicing and administration which the Servicer may deem necessary or desirable, desirable and consistent with the terms of this Agreement. The Servicer may perform its servicing responsibilities through agents or independent contractors, but shall not thereby be released from any of its responsibilities hereunder. Notwithstanding anything to the contrary, the Servicer may delegate any of its duties under this Agreement and with Accepted Servicing Practicesto one or more of its affiliates without regard to any of the requirements of this section; provided provided, however, that the Servicer shall not take be released from any action of its responsibilities hereunder by virtue of such delegation. The Mortgage Loans may be subserviced by one or more unaffiliated subservicers on behalf of the Servicer provided each subservicer is a Xxxxxx Xxx approved seller/servicer or a Xxxxxxx Mac approved seller/servicer in good standing, and no event has occurred, including but not limited to a change in insurance coverage, that is inconsistent would make it unable to comply with the eligibility for seller/servicers imposed by Xxxxxx Xxx or prejudices Xxxxxxx Mac, or which would require notification to Xxxxxx Mae or Xxxxxxx Mac. The Servicer shall pay all fees and expenses of the subservicer from its own funds (provided that any such expenditures that would constitute Servicing Advances if made by the Servicer hereunder shall be reimbursable to the Servicer as Servicing Advances), and the subservicer’s fee shall not exceed the Servicing Fee. (b) At the cost and expense of the Servicer, without any right of reimbursement from the Custodial Account, the Servicer shall be entitled to terminate the rights and interests responsibilities of a subservicer and arrange for any servicing responsibilities to be performed by a successor subservicer meeting the requirements in the preceding paragraph; provided, however, that nothing contained herein shall be deemed to prevent or prohibit the Servicer, at the Servicer’s option, from electing to service the related Mortgage Loans itself. If the Servicer’s responsibilities and duties under this Agreement are terminated and if requested to do so by the Purchaser or its designee, the Servicer shall at its own cost and expense terminate the rights and responsibilities of the Owner subservicer as soon as is reasonably possible. The Servicer shall pay all fees, expenses or penalties necessary in order to terminate the rights and responsibilities of the subservicer from the Servicer’s own funds without reimbursement from the Purchaser. (c) The Servicer shall be entitled to enter into an agreement with the subservicer for indemnification of the Servicer by the subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. (d) Any subservicing agreement and any other transactions or services relating to the Mortgage Loans involving the subservicer shall be deemed to be between the subservicer and Servicer alone, and the Purchaser shall have no obligations, duties or liabilities with respect to the subservicer including no obligation, duty or liability of Purchaser to pay the subservicer’s fees and expenses. For purposes of distributions and advances by the Servicer pursuant to this Agreement, the Servicer shall be deemed to have received a payment on a Mortgage Loan when the subservicer has received such payment. (e) Consistent with the terms of this Agreement, the Servicer may waive, modify or vary any term of any Mortgage Loan or under this Agreement. The Servicer shall consent to the postponement of strict compliance with any such term or in any manner grant indulgence to any Mortgagor if in the Servicer’s reasonable and prudent determination such waive, modification, postponement or indulgence is not make any future advances with respect materially adverse to a Mortgage Loan and the Purchaser; provided, however, that (unless the Mortgagor is in default with respect to the Mortgage Loan Loan, or such default is, in the judgment of the Servicer, imminent imminent, and the Servicer has obtained the prior written consent of the Master ServicerPurchaser or its designee) the Servicer shall not enter into any payment plan or agreement to modify payments with a Mortgagor lasting more than six (6) months or permit any modification of any material term of with respect to any Mortgage Loan including any modifications that would change the Mortgage Interest Rate, the Lifetime Rate Cap, the Initial Rate Cap, the Periodic Rate Cap or the Gross Margin, defer or forgive the payment of any principal or interest, reduce or increase change the outstanding principal balance amount (except for actual payments of principal) ), make any future advances or change extend the final maturity date on such Mortgage Loan. Except with date, as the written permission of the Master Servicercase may be, 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, Loan or subordinate the release priority 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 in its own name or acting through subservicers or agents is hereby authorized and empoweredempowered by the Purchaser when the Servicer believes it appropriate and reasonable in its best judgment, to execute and deliver deliver, on behalf of itself and the OwnerPurchaser, 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 . (f) The Seller shall forward to the Custodian original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan entered into in accordance with this Agreement within two weeks of their execution, provided, however, that the Seller shall provide the Custodian with a certified true copy of any such document submitted for recordation within two weeks of its execution, and shall provide the original of any document certified by the Servicerappropriate public recording office to be a true and complete copy of the original within ninety (90) days of its submission for recordation. (g) The Servicer shall notify the Purchaser or its designee of its intention to institute any foreclosure proceeding no less than ten (10) days prior to initiating such proceeding. The Servicer shall notify the Purchaser or its designee of its intention to accept a deed-in-lieu of foreclosure or a partial release of any of the Mortgaged Property subject to the lien of the Mortgage no less than ten (10) days prior to accepting such deed-in-lieu or partial release and shall only accept such deed-in-lieu or grant such partial release if the Purchaser or its designee has not objected before the end of the tenth day after delivery of such notice. In connection with any foreclosure sale, the Owner Servicer shall consult with the Purchaser or its designee with regard to a bid price for the related Mortgaged Property and shall set such bid price in accordance with the Purchaser’s or its designee’s instructions. The Servicer shall make all required Servicing Advances and shall service and administer the Mortgage Loans in accordance with all applicable laws, rules and regulations and shall provide to the Mortgagors any reports required to be provided to them thereby; provided that the Servicer shall obtain the prior written consent of the Purchaser or its designee prior to making any Servicing Advance of $5,000 or more. The Purchaser or its designee shall furnish to the Servicer with any powers of attorney and other documents reasonably necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. Promptly after . (h) Notwithstanding anything to the execution contrary contained herein, in connection with a foreclosure or acceptance of any assumptiona deed-in-lieu of foreclosure, modificationif the Servicer has reasonable cause to believe that a Mortgaged Property is contaminated by hazardous or toxic substances or wastes, consolidation or extension of any Mortgage Loan, but in no event later than if the Reporting Date in the month following the date of execution Purchaser or its designee otherwise requests an environmental inspection or review of such instrumentMortgaged Property, such an inspection or review is to be conducted by a qualified inspector at the Purchaser’s expense. Upon completion of the inspection, the Servicer shall forward to promptly provide the Master Servicer copies Purchaser or its designee with a written report of any documents evidencing such assumptionthe environmental inspection. After reviewing the inspection, modification, consolidation the Purchaser or extension. In servicing and administering the Mortgage Loans, its designee shall determine how the Servicer shall employ procedures (including collection procedures) and exercise proceed with respect to 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 ServicerMortgaged Property.

Servicer to Act as Servicer. From and after each Commencement Date, the The Servicer, as an independent contractorcontract servicer, shall service and administer the related Mortgage Loans in accordance with this Agreement and the normal and usual standards of practice of prudent mortgage servicers, and shall have full power and authority, acting alone, to do or cause to be done any and all things in connection with such servicing and administration which the Servicer may deem necessary or desirable, desirable and consistent with the terms of this Agreement Agreement. Consistent with the terms of this Agreement, the 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 in the Servicer's reasonable and with Accepted Servicing Practicesprudent determination such waiver, modification, postponement or indulgence is not materially adverse to the Certificateholders; provided provided, however, that the Servicer shall not take any action that is inconsistent with or prejudices the rights and interests of the Owner in any Mortgage Loan or under this Agreement. The Servicer shall not make any future advances with respect to a Mortgage Loan and (unless the Mortgagor is in default with respect to the Mortgage Loan or such default is, in the judgment of the Servicer, imminent and the Servicer has obtained the prior written consent of the Master ServicerTrustee) the Servicer shall not permit any modification of any material term of with respect to any Mortgage Loan including any modifications that would change the Mortgage Interest Rate, defer or forgive the payment thereof of any principal or interestinterest payments, reduce or increase the outstanding principal balance amount (except for actual payments of principal) or change extend the final maturity date on with respect to such Mortgage Loan. Except with Notwithstanding 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 under the applicable PMI Policy and/or shall not permit any applicable LPMI Policy regarding the relief granted modification 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 Loan that would both (x) effect an exchange 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 reissuance of such Mortgage Loan under Section 1.860G-2(b) of the Treasury Regulations and (by) cause any REMIC constituting part of the amount paid by Trust Fund to fail to qualify as a REMIC under the Mortgagor. The Servicer shall be entitled to reimbursement for such advances to Code or the same extent as for all other advances made pursuant to Section 5.03imposition of any tax on "prohibited transactions" or "contributions" after the Startup Day under the REMIC Provisions. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered, empowered to execute and deliver on behalf of itself itself, and the OwnerTrustee, 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 PropertiesProperty. The Servicer shall make all required Servicing Advances and shall service and administer the Mortgage Loans in accordance with Applicable Regulations, and shall provide to the Mortgagor any reports required to be provided to them thereby. If reasonably required by the Servicer, the Owner Trustee 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) procedures and exercise the same care that it customarily employs and exercises in servicing and administering mortgage loans for its own account, account giving due consideration to Accepted Servicing Practices where such accepted mortgage servicing practices do not conflict with the requirements of this Agreementprudent lending institutions, and the Owner's Certificateholders' reliance on the Servicer.

Servicer to Act as Servicer. From and after each Commencement Date, the The Servicer, as an independent contractorcontract servicer, shall service and administer the related Mortgage Loans in accordance with this Agreement and the normal and usual standards of practice of prudent mortgage servicers, and shall have full power and authority, acting alone, to do or cause to be done any and all things in connection with such servicing and administration which the Servicer may deem necessary or desirable, desirable and consistent with the terms of this Agreement including, in the case of FHA Loans, taking all actions that a mortgagee is permitted or required to take by the FHA (the "Servicing Standards"). Consistent with the terms of this Agreement, the 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 in the Servicer's reasonable and with Accepted Servicing Practicesprudent determination such waiver, modification, postponement or indulgence is not materially adverse to the Certificateholders; provided provided, however, that the Servicer shall not take any action that is inconsistent with or prejudices the rights and interests of the Owner in any Mortgage Loan or under this Agreement. The Servicer shall not make any future advances with respect to a Mortgage Loan and (unless the Mortgagor is in default with respect to the Mortgage Loan or such default is, in the judgment of the Servicer, imminent and the Servicer has obtained the prior written consent of the Master Servicerreasonably foreseeable) the Servicer shall not permit any modification of any material term of with respect to any Mortgage Loan including any modifications that would (i) change the Mortgage Interest Rate, defer or forgive the payment thereof of any principal or interestinterest payments, reduce or increase the outstanding principal balance amount (except for actual payments of principal) or change extend the final maturity date on such 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 (ii) in the release case of any portion ofFHA Loans, or interest in, affect 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 FHA Insurance Contract with respect to such Mortgage Loan, (iii) affect adversely the status of any REMIC as a REMIC or (iv) cause any REMIC to be subject to a tax on "prohibited transactions" or "contributions" pursuant to the REMIC Provisions. Notwithstanding the foregoing, the Servicer shall, on the Business Day immediately preceding the Remittance Date in shall not permit any month in which modification with respect to 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 that would both (x) effect an exchange or reissuance of such Mortgage Loan under Section 1.860G-2(b) of the Treasury Regulations and (by) cause any REMIC constituting part of the amount paid by Trust Fund to fail to qualify as a REMIC under the Mortgagor. The Servicer shall be entitled to reimbursement for such advances to Code or the same extent as for all other advances made pursuant to Section 5.03imposition of any tax on "prohibited transactions" or "contributions" after the Startup Day under the REMIC Provisions. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered, empowered to execute and deliver on behalf of itself itself, and the OwnerTrustee, 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 PropertiesProperty. The Servicer shall make all required Servicing Advances and shall service and administer the Mortgage Loans in accordance with Applicable Regulations, and shall provide to the Mortgagor any reports required to be provided to them thereby. If reasonably required by the ServicerServicer and commercially reasonable in form and substance, the Owner Trustee shall furnish the Servicer with execute any powers of attorney and other documents provided to it by the Servicer that are 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 instrumentIn servicing and administering FHA Loans, the Servicer shall forward comply with the National Housing Act and the FHA Regulations and administrative guidelines issued thereunder or pursuant thereto (insofar as the same apply to any Mortgage Loan) and, to the extent permitted hereunder, promptly discharge all of the obligations of the mortgagee thereunder and under each Mortgage including the timely giving of notices, the essence hereof being that the full benefits of each FHA Insurance Contract inure to the Master Servicer copies Reporting Agent and the Trustee, on behalf of any documents evidencing such assumption, modification, consolidation or extensionthe Certificateholders. In servicing and administering the Mortgage Loans, the Servicer shall employ procedures (including collection procedures) procedures and exercise the same care that it customarily employs and exercises in servicing and administering mortgage loans for its own account, account giving due consideration to Accepted Servicing Practices accepted mortgage servicing practices of prudent lending institutions and the FHA Insurance Contracts, where such practices do not conflict with the requirements of this Agreementapplicable, and the Owner's Certificateholders' reliance on the Servicer.

Servicer to Act as Servicer. From and after each Commencement Date, the The Servicer, as an independent contractor, shall service and administer the related Mortgage Loans and shall have full power and authority, acting alonealone or through the utilization of a Subservicer or a Subcontractor, to do any and all things in connection with such servicing and administration which the Servicer may deem necessary or desirable, consistent with the terms of this Agreement and with Accepted Servicing Practices; provided that . The Servicer shall be responsible for any and all acts of a Subservicer and a Subcontractor, and the Servicer’s utilization of a Subservicer or a Subcontractor shall in no way relieve the liability of the Servicer shall not take under this Agreement. Consistent with the terms of this Agreement, the Servicer may waive, modify or vary any action that is inconsistent with or prejudices the rights and interests term of the Owner in any Mortgage Loan or under this Agreement. The consent to the postponement of strict compliance with any such term or in any manner grant indulgence to any Mortgagor if in the Servicer's reasonable and prudent determination such waiver, modification, postponement or indulgence is not materially adverse to the Owner, provided, however, the Servicer shall not make any future advances with respect to a Mortgage Loan. The Servicer shall not permit any modification with respect to any Mortgage Loan and that would change the Mortgage Interest Rate, defer or forgive the payment of principal (except for actual payments of principal) or change the final maturity date on such Mortgage Loan, unless the Mortgagor is in default with respect to the Mortgage Loan or such default is, in the judgment of the Servicer, imminent imminent. In the event that no default exists or is imminent, the Servicer shall request written consent from the Owner to permit such a modification and the Owner shall provide written consent or notify the Servicer has obtained of its objection to such modification within five (5) Business Days of its receipt of the prior Servicer's request. Advances capitalized pursuant to a modification shall not be withdrawn from the Custodial Account without the written consent of the Master Servicer) the Servicer shall not permit any modification of any material term of any Mortgage Loan including any modifications that would change the Mortgage Interest Rate, defer or forgive the payment of principal or interest, reduce or increase the outstanding principal balance (except for actual payments of principal) or change the final maturity date on such 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 5.03Owner. 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 Servicer is authorized and empowered by the execution of Owner, in its own name, when the Servicer believes it appropriate in its reasonable judgment to register any assumptionMortgage Loan on the MERS System, modification, consolidation or extension cause the removal from MERS registration of any Mortgage LoanLoan on the MERS System, but in no event later than to execute and deliver, on behalf of the Reporting Date Owner, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the month following name of MERS, solely as nominee for 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 extensionOwner and its successors and assigns. 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. Notwithstanding anything to the contrary contained herein, the Servicer shall not waive a Prepayment Penalty except under the following circumstances: (i) such waiver would, in the reasonable judgment of the Servicer, maximize recovery of total proceeds taking into account the value of such Prepayment Penalty and the related Mortgage Loan and, if such waiver is made in connection with a refinancing of the related Mortgage Loan, such refinancing is related to a default or a reasonably foreseeable default; or (ii) the Servicer obtains a written Opinion of Counsel, which may be in-house counsel for the Servicer, opining that any Prepayment Penalty or charge is not legally enforceable in the circumstances under which the related Principal Prepayment occurs. In the event the Servicer waives any Prepayment Penalty, other than as set forth in (i) and (ii) above, the Servicer shall deposit the amount of any such Prepayment Penalty in the Custodial Account for distribution to the Owner on the next Remittance Date.