Common use of Servicer to Service Mortgage Loans Clause in Contracts

Servicer to Service Mortgage Loans. For and on behalf of the Certificateholders, the Servicer shall service and administer the Mortgage Loans, all in accordance with the terms of this Agreement, Customary Servicing Procedures, applicable law and the terms of the Mortgage Notes and Mortgages. In connection with such servicing and administration, the Servicer shall have full power and authority, acting alone and/or through Subservicers as provided in Section 3.02, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration including, but not limited to, the power and authority, subject to the terms hereof, (a) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (b) to consent, with respect to the Mortgage Loans it services, to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (c) to collect any Insurance Proceeds and other Liquidation Proceeds relating to the Mortgage Loans it services, and (d) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan it services. The Servicer shall represent and protect the interests of the Trust in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan and shall not make or permit any modification, waiver or amendment of any term of any Mortgage Loan, except as provided pursuant to Section 3.21. Without limiting the generality of the foregoing, the Servicer, in its own name or in the name of any Subservicer or the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, when the Servicer or any Subservicer, as the case may be, believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans it services, and with respect to the related Mortgaged Properties held for the benefit of the Certificateholders. The Servicer shall prepare and deliver to the Depositor and/or the Trustee such documents requiring execution and delivery by either or both of them as are necessary or appropriate to enable the Servicer to service and administer the Mortgage Loans it services to the extent that the Servicer is not permitted to execute and deliver such documents pursuant to the preceding sentence. Upon receipt of such documents, the Depositor and/or the Trustee, upon the direction of the Servicer, shall promptly execute such documents and deliver them to the Servicer. 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 relating to the Mortgage Loans it services, which Servicing Advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.09, and further as provided in Section 3.11. The costs incurred by the Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balances of the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. The relationship of the Servicer (and of any successor to the Servicer as servicer under this Agreement) to the Trustee under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent.

Servicer to Service Mortgage Loans. For and on behalf of the Certificateholders, the Servicer shall service and administer the Mortgage Loans, all Loans in accordance with the terms of this Agreement, Customary Servicing Procedures, applicable law Agreement and the terms of the Mortgage Notes and Mortgages. In connection with such servicing and administration, the Servicer shall have full power and authority, acting alone and/or through Subservicers as provided in Section 3.02, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration including, but not limited to, the power and authority, subject to the terms hereof, (a) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (b) to consent, with respect to the Mortgage Loans it services, to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (c) to collect any Insurance Proceeds and other Liquidation Proceeds relating to the Mortgage Loans it services, and (d) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan it servicesServicing Standard. The Servicer shall represent and protect the interests of the Trust in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan and shall not make or permit any modification, waiver waiver, or amendment of any term of any Mortgage Loan, except Loan that would cause any REMIC created under this Agreement to fail to qualify as provided pursuant to Section 3.21a REMIC or result in the imposition of any tax under section 860F(a) or section 860G(d) of the Code. Without limiting the generality of the foregoing, the Servicer, in its own name or in the name of any Subservicer or the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, when the Servicer or any Subservicer, as the case may be, believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders Certificateholders, or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans it servicesLoans, and with respect to the related Mortgaged Properties held for the benefit of the Certificateholders. The Servicer shall prepare and deliver to the Depositor and/or or the Trustee such any documents requiring execution and delivery by either or both of them as are necessary or appropriate to enable the Servicer to service and administer the Mortgage Loans it services to the extent that the Servicer is not permitted to execute and deliver such documents pursuant to the preceding sentence. Upon receipt of such the documents, the Depositor and/or or the Trustee, upon Trustee shall execute the direction of the Servicer, shall promptly execute such documents and deliver them to the Servicer. The Servicer further is authorized and empowered by the Trustee, on behalf of the Certificateholders and the Trustee, in its own name, when the Servicer believes it appropriate in its best judgment to register any Mortgage Loan on the MERS(R) System, or cause the removal from the registration of any Mortgage Loan on the MERS(R) System, to execute and deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Trustee and its successors and assigns. In accordance with and to the standards extent of the preceding paragraphServicing Standard, the Servicer shall advance or cause funds necessary to be advanced funds as necessary for the purpose of effecting effect the payment of taxes and assessments on the Mortgaged Properties relating to the Mortgage Loans it servicesProperties, which Servicing Advances advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.093.07, and further as provided in Section 3.113.09. The costs incurred by the Servicer, if any, Servicer in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balances of the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. The relationship Nothing in this Agreement to the contrary shall limit the Servicer from undertaking any legal action that it may deem appropriate with respect to the Mortgage Loans including, without limitation, any rights or causes of action arising out of the Servicer (and origination of any successor to the Servicer as servicer under this Agreement) to the Trustee under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agentMortgage Loans.

Servicer to Service Mortgage Loans. For and on behalf of the Certificateholders, the Servicer shall service and administer the Mortgage Loans, all in accordance with the terms of this Agreement, Customary Servicing Procedures, applicable law and the terms of the Mortgage Notes and Mortgages. In connection with such servicing and administration, the Servicer shall have full power and authority, acting alone and/or through Subservicers as provided in Section 3.02, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration including, but not limited to, the power and authority, subject to the terms hereof, (a) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (b) to consent, with respect to the Mortgage Loans it services, to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (c) to collect any Insurance Proceeds and other Liquidation Proceeds relating to the Mortgage Loans it services, and (d) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan it services. The Servicer shall represent and protect the interests of the Trust in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan and shall not make or permit any modification, waiver or amendment of any term of any Mortgage Loan, except as provided pursuant to Section 3.21. Without limiting the generality of the foregoing, the Servicer, in its own name or in the name of any Subservicer or the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, when the Servicer or any Subservicer, as the case may be, believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any of them, any and all instruments or agreements of satisfaction or satisfaction, cancellation, or of default, assumption, modification, discharge, partial or full release or dischargerelease, and all other comparable instrumentsinstruments and agreements, with respect to the Mortgage Loans it services, and with respect to the related Mortgaged Properties held for the benefit of the Certificateholders. The To the extent that the Servicer is not permitted to execute and deliver such documents pursuant to the preceding sentence, the Servicer shall prepare and deliver to the Depositor and/or the Trustee such documents requiring execution and delivery by either or both of them as are necessary or appropriate to enable the Servicer to service and administer the Mortgage Loans it services to the extent that the Servicer is not permitted to execute and deliver such documents pursuant to the preceding sentenceservices. Upon receipt of such documents, the Depositor and/or the Trustee, upon the direction of the Servicer, shall promptly execute such documents and deliver them to the Servicer. Alternatively, upon the request of the Servicer, the Trustee shall execute and deliver to the Servicer any additional powers of attorney and other documents prepared by the Servicer that are reasonably necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. 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 relating to the Mortgage Loans it services, which Servicing Advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.09, and further as provided in Section 3.11. The costs incurred by the Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balances of the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. The relationship of the Servicer (and of any successor to the Servicer as servicer under this Agreement) to the Trustee under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent.

Servicer to Service Mortgage Loans. For and on behalf of the Certificateholders, the Servicer shall service and administer the BANA Mortgage Loans, all Loans in accordance with the terms of this Agreement, Customary Servicing Procedures, applicable law and the terms of the related Mortgage Notes and Mortgages. In connection with such servicing and administration, the Servicer shall have full power and authority, acting alone and/or through Subservicers as provided in Section 3.022.02, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration including, but not limited to, the power and authority, subject to the terms hereof, (a) to execute and deliver, on behalf of the Certificateholders Master Servicer, the Certificateholders, the Securities Administrator and the Trustee, customary consents or waivers and other instruments and documents, (b) to consent, with respect to the BANA Mortgage Loans it servicesLoans, to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (c) to collect any Insurance Proceeds and other Liquidation Proceeds relating to the BANA Mortgage Loans it servicesLoans, and (d) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any BANA Mortgage Loan it servicesLoan. The Servicer shall represent and protect the interests of the Trust in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a BANA Mortgage Loan and shall not make or permit any modification, waiver or amendment of any term of any BANA Mortgage Loan, except as provided pursuant to Section 3.212.20. Without limiting the generality of the foregoing, the Servicer, in its own name or in the name of any Subservicer or the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, when the Servicer or any Subservicer, as the case may be, believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any of them, any and all instruments and agreements of satisfaction or satisfaction, cancellation, or of default, assumption, modification, discharge, partial or full release or dischargerelease, and all other comparable instrumentsinstruments and agreements, with respect to the BANA Mortgage Loans it servicesLoans, and with respect to the related Mortgaged Properties held for the benefit of the Certificateholders. The Servicer shall prepare and deliver to the Depositor and/or the Trustee such documents requiring execution and delivery by either or both of them as are necessary or appropriate to enable the Servicer to service and administer the Mortgage Loans it services to To the extent that the Servicer is not permitted to execute and deliver such documents pursuant to the preceding sentence, the Servicer shall prepare and deliver to the Depositor and/or the Trustee such documents requiring execution and delivery by any or all of them as are necessary or appropriate to enable the Servicer to service and administer the BANA Mortgage Loans. Upon receipt of such documents, the Depositor and/or the Trustee, upon the direction of the Servicer, shall promptly execute such documents and deliver them to the Servicer. Alternatively, upon the request of the Servicer, the Trustee shall execute and deliver to the Servicer any additional powers of attorney or other documents prepared by the Servicer that are reasonably necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. 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 relating to the BANA Mortgage Loans it servicesLoans, which Servicing Advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.092.08, and further as provided in Section 3.112.10. The costs incurred by the Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balances of the related BANA Mortgage Loans, notwithstanding that the terms of such BANA Mortgage Loans so permit. The relationship of the Servicer (and of any successor to the Servicer as servicer under this Agreement) to the Trustee Trustee, the Master Servicer and the Securities Administrator under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent.

Servicer to Service Mortgage Loans. For and on behalf of the Certificateholders, the The Servicer shall service and administer the Mortgage Loans, all in accordance with the terms of this Agreement, Customary Servicing Procedures, applicable law Loans and the terms of the Mortgage Notes and Mortgages. In connection with such servicing and administration, the Servicer shall have full power and authority, acting alone and/or or through Subservicers Sub-Servicers as provided in Section 3.025.02, to do or cause to be done any and all things that which it may deem necessary or desirable in connection with such servicing and administration includingadministration, but not limited toall in accordance with Accepted Servicing Practices. Without limiting the generality of the foregoing, the Servicer in its own name or in the name of a Sub-Servicer shall, pursuant to a power and authorityof attorney granted hereby by the Trustee for such purposes, subject to when the terms hereofServicer or the Sub-Servicer, (a) as the case may be, believes it appropriate in its best judgment, to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (b) to consent, with respect to the Mortgage Loans it services, to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (c) to collect any Insurance Proceeds and other Liquidation Proceeds relating to the Mortgage Loans it services, and (d) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan it services. The Servicer shall represent and protect the interests of the Trust in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan and shall not make or permit any modification, waiver or amendment of any term of any Mortgage Loan, except as provided pursuant to Section 3.21. Without limiting the generality of the foregoing, the Servicer, in its own name or in the name of any Subservicer or the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, when the Servicer or any Subservicer, as the case may be, believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders Trustee or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, discharge and all other comparable instruments, with respect to the Mortgage Loans it services, and with respect to the related Mortgaged Properties held for Properties; provided, however, that subject to the benefit provisions of this paragraph, the Servicer may allow a modification with respect to a Mortgage Loan if the Servicer would take such action in the ordinary course of its business if it were the owner of the CertificateholdersMortgage Loan. The Servicer may agree to a modification of any Mortgage Loan (the "Relevant Mortgage Loan") upon the request of the related Mortgagor, provided that (i) the modification is in lieu of a refinancing and the Mortgage Rate on the Relevant Mortgage Loan, as modified, is approximately a prevailing market rate of newly-originated mortgage loans having similar terms, (ii) the aggregate of the adjusted bases of all Modified Mortgage Loans (including the Relevant Mortgage Loans) plus the aggregate adjusted bases of any assets that are not qualified mortgages or permitted investments under Section 860G(a) of the Code that are assets of the Trust Fund established hereunder at all times on any day is less than one percent of the aggregate of the adjusted bases of all assets of the Trust Fund (including such Modified Mortgage Loans) on such day, and (iii) the Servicer purchases the Relevant Mortgage Loan from the Trust Fund as described below. Effective immediately after such modification, and, in any event, on the same Business Day on which the modification occurs, all right, title and interest of the Trustee in and to the Modified Mortgage Loan shall automatically be deemed transferred and assigned to the Servicer and all benefits and burdens of ownership thereof, including without limitation the right to accrued interest thereon from and including the date of modification and the risk of default thereon, shall pass to the Servicer. To confirm such transfer and assignment, the Servicer, as servicer hereunder, as soon as practicable shall execute an instrument of assignment of the Modified Mortgage Loan without recourse in customary form to the Servicer in its individual capacity. The Servicer shall prepare deposit the Purchase Price for any Modified Mortgage Loan in the Collection Account pursuant to Section 5.08. Upon receipt by the Trustee of written notification of any such deposit signed by a Servicing Officer, the Trustee shall release to the Servicer the related Mortgage File and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as shall be necessary more fully to vest in the Servicer any Modified Mortgage Loan previously transferred and assigned pursuant thereto. The Servicer shall furnish to the Depositor and/or Trustee for execution and redelivery to the Trustee Servicer or, at the request of the Servicer, a Sub-Servicer, such documents requiring execution and delivery by either or both of them as are necessary or appropriate to enable the Servicer to service and administer the Mortgage Loans and the Trustee shall not be responsible for the Servicer's application thereof. The Servicer agrees to remain eligible as either a FNMA or FHLMC seller/servicer, or both, for so long as it services to the extent that is Servicer. All Servicing Advances made by the Servicer is not permitted to execute and deliver such documents pursuant to the preceding sentence. Upon receipt of such documents, the Depositor and/or the Trustee, upon the direction of the Servicer, shall promptly execute such documents and deliver them to the Servicer. 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 in effecting the timely payment of taxes taxes, insurance and assessments on the Mortgaged Properties relating properties subject to the Mortgage Loans it services, which Servicing Advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.09, and further as provided in Section 3.11. The costs incurred by the Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balances of amount owing under the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans Loan so permit. The relationship of , and such Servicing Advances shall be recoverable by the Servicer (and of any successor to the Servicer as servicer under this Agreement) to the Trustee under this Agreement is intended extent permitted by the parties to be that of an independent contractor Sections 5.09 and not that of a joint venturer, partner or agent5.23.

Servicer to Service Mortgage Loans. For and on behalf of the Certificateholders, the Servicer shall service and administer the Mortgage Loans, all Loans in accordance with the terms of this Agreement, Customary Servicing Procedures, applicable law Agreement and the terms of the Mortgage Notes and Mortgages. In connection with such servicing and administration, the Servicer shall have full power and authority, acting alone and/or through Subservicers as provided in Section 3.02, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration including, but not limited to, the power and authority, subject to the terms hereof, (a) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (b) to consent, with respect to the Mortgage Loans it services, to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (c) to collect any Insurance Proceeds and other Liquidation Proceeds relating to the Mortgage Loans it services, and (d) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan it servicesServicing Standard. The Servicer shall represent and protect the interests of the Trust in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan and shall not make or permit any modification, waiver waiver, or amendment of any term of any Mortgage Loan, except Loan that would cause any REMIC created under this Agreement to fail to qualify as provided pursuant to Section 3.21a REMIC or result in the imposition of any tax under section 860F(a) or section 860G(d) of the Code. Without limiting the generality of the foregoing, the Servicer, in its own name or in the name of any Subservicer or the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, when the Servicer or any Subservicer, as the case may be, believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders Certificateholders, or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans it servicesLoans, and with respect to the related Mortgaged Properties held for the benefit of the Certificateholders. The Servicer shall prepare and deliver to the Depositor and/or or the Trustee such any documents requiring execution and delivery by either or both of them as are necessary or appropriate to enable the Servicer to service and administer the Mortgage Loans it services to the extent that the Servicer is not permitted to execute and deliver such documents pursuant to the preceding sentence. Upon receipt of such the documents, the Depositor and/or or the Trustee, upon Trustee shall execute the direction of the Servicer, shall promptly execute such documents and deliver them to the Servicer. The Servicer further is authorized and empowered by the Trustee, on behalf of the Certificateholders and the Trustee, in its own name, when the Servicer believes it appropriate in its best judgment to register any Mortgage Loan on the MERS® System, or cause the removal from the registration of any Mortgage Loan on the MERS® System, to execute and deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Trustee and its successors and assigns. In accordance with and to the standards extent of the preceding paragraphServicing Standard, the Servicer shall advance or cause funds necessary to be advanced funds as necessary for the purpose of effecting effect the payment of taxes and assessments on the Mortgaged Properties relating to the Mortgage Loans it servicesProperties, which Servicing Advances advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.093.07, and further as provided in Section 3.113.09. The costs incurred by the Servicer, if any, Servicer in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balances of the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. The relationship Nothing in this Agreement to the contrary shall limit the Servicer from undertaking any legal action that it may deem appropriate with respect to the Mortgage Loans including, without limitation, any rights or causes of action arising out of the Servicer (and origination of any successor to the Servicer as servicer under this Agreement) to the Trustee under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agentMortgage Loans.

Servicer to Service Mortgage Loans. For and on behalf of the Certificateholders, the The Servicer shall service and administer the Mortgage Loans, all in accordance with the terms of this Agreement, Customary Servicing Procedures, applicable law Loans and the terms of the Mortgage Notes and Mortgages. In connection with such servicing and administration, the Servicer shall have full power and authority, acting alone and/or or through Subservicers Sub-Servicers as provided in Section 3.025.02, to do or cause to be done any and all things that which it may deem necessary or desirable in connection with such servicing and administration includingadministration, but not limited to, the power and authority, subject to the terms hereof, (a) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (b) to consent, all in accordance with respect to the Mortgage Loans it services, to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (c) to collect any Insurance Proceeds and other Liquidation Proceeds relating to the Mortgage Loans it services, and (d) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan it services. The Servicer shall represent and protect the interests of the Trust in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan and shall not make or permit any modification, waiver or amendment of any term of any Mortgage Loan, except as provided pursuant to Section 3.21Accepted Servicing Practices. Without limiting the generality of the foregoing, the Servicer, Servicer in its own name or in the name of any Subservicer or the Depositor and the Trusteea Sub-Servicer shall, is pursuant to a power of attorney granted hereby authorized and empowered by the Depositor and the TrusteeTrustee for such purposes, when the Servicer or any Subservicerthe Sub-Servicer, as the case may be, believes it appropriate in its reasonable best judgment, to execute and deliver, on behalf of the Trustee, Certificateholders and the Depositor, the Certificateholders Trustee or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, discharge and all other comparable instruments, with respect to the Mortgage Loans it services, and with respect to the related Mortgaged Properties held for Properties; provided, however, that subject to the benefit provisions of this paragraph, the Servicer may allow a modification with respect to a Mortgage Loan if the Servicer would take such action in the ordinary course of its business if it were the owner of the CertificateholdersMortgage Loan. The Servicer may agree to a modification of any Mortgage Loan (the "Relevant Mortgage Loan") upon the request of the related Mortgagor, provided that (i) the modification is in lieu of a refinancing and the Mortgage Rate on the Relevant Mortgage Loan, as modified, is approximately a prevailing market rate of newly-originated mortgage loans having similar terms, (ii) the aggregate of the adjusted bases of all Modified Mortgage Loans (including the Relevant Mortgage Loans) plus the aggregate adjusted bases of any assets that are not qualified mortgages or permitted investments under Section 860G(a) of the Code that are assets of the Trust Fund established hereunder at all times on any day is less than one percent of the aggregate of the adjusted bases of all assets of the Trust Fund (including such Modified Mortgage Loans) on such day, and (iii) the Servicer purchases the Relevant Mortgage Loan from the Trust Fund as described below. Effective immediately after such modification, and, in any event, on the same Business Day on which the modification occurs, all right, title and interest of the Trustee in and to the Modified Mortgage Loan shall automatically be deemed transferred and assigned to the Servicer and all benefits and burdens of ownership thereof, including without limitation the right to accrued interest thereon from and including the date of modification and the risk of default thereon, shall pass to the Servicer. To confirm such transfer and assignment, the Servicer, as servicer hereunder, as soon as practicable shall execute an instrument of assignment of the Modified Mortgage Loan without recourse in customary form to the Servicer in its individual capacity. The Servicer shall prepare deposit the Purchase Price for any Modified Mortgage Loan in the Collection Account pursuant to Section 5.08. Upon receipt by the Trustee of written notification of any such deposit signed by a Servicing Officer, the Trustee shall release to the Servicer the related Mortgage File and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as shall be necessary more fully to vest in the Servicer any Modified Mortgage Loan previously transferred and assigned pursuant thereto. The Servicer shall furnish to the Depositor and/or Trustee for execution and redelivery to the Trustee Servicer or, at the request of the Servicer, a Sub-Servicer, such documents requiring execution and delivery by either or both of them as are necessary or appropriate to enable the Servicer to service and administer the Mortgage Loans and the Trustee shall not be responsible for the Servicer's application thereof. The Servicer agrees to remain eligible as either a FNMA or FHLMC seller/servicer, or both, for so long as it services to the extent that is Servicer. All Servicing Advances made by the Servicer is not permitted to execute and deliver such documents pursuant to the preceding sentence. Upon receipt of such documents, the Depositor and/or the Trustee, upon the direction of the Servicer, shall promptly execute such documents and deliver them to the Servicer. 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 in effecting the timely payment of taxes taxes, insurance and assessments on the Mortgaged Properties relating properties subject to the Mortgage Loans it services, which Servicing Advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.09, and further as provided in Section 3.11. The costs incurred by the Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balances of amount owing under the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans Loan so permit. The relationship of , and such Servicing Advances shall be recoverable by the Servicer (and of any successor to the Servicer as servicer under this Agreement) to the Trustee under this Agreement is intended extent permitted by the parties to be that of an independent contractor Sections 5.09 and not that of a joint venturer, partner or agent5.23.

Servicer to Service Mortgage Loans. For and on behalf of the Certificateholders, the Servicer shall service and administer the Mortgage Loans, all Loans in accordance with the terms of this Agreement, Customary Accepted Servicing Procedures, applicable law and the terms of the Mortgage Notes and MortgagesPractices. In connection with such servicing and administration, the Servicer shall have full power and authority, acting alone and/or through Subservicers subservicers as provided in Section 3.023.02 hereof, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration includingadministration, including but not limited to, the power and authority, subject to the terms hereof, hereof (ai) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (bii) to consent, with respect to the Mortgage Loans it services, consent to transfers of any Mortgaged Property (or the stock allocated to a dwelling unit related to a Co-op Loan) and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (ciii) to collect any Insurance Proceeds and other Liquidation Proceeds relating to the Mortgage Loans it services, and (div) subject to Section 3.12(a), to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property (or the stock allocated to a dwelling unit related to a Co-op Loan) securing any Mortgage Loan; provided that, subject to Section 6.03, the Servicer shall not take any action that is inconsistent with or prejudices the interests of the Trust Fund or the Certificateholders in any Mortgage Loan serviced by it servicesunder this Agreement or the rights and interests of the other parties to this Agreement. The Servicer shall represent and protect the interests interest of the Trust Fund in the same manner as it currently protects its own interests interest in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan and shall not make or permit any modification, waiver or amendment of any term of any Mortgage LoanLoan which would cause any of the Lower-Tier REMIC, except the Middle-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or result in the imposition of any tax under Section 860G(a) or 860G(d) of the Code, but in any case not in any manner that is a lesser standard than that provided pursuant to in the first sentence of this Section 3.213.01. Without limiting the generality of the foregoing, the Servicer, in its own name or in the name of any Subservicer or the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, when the Servicer or any Subservicer, as the case may be, believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, discharge and all other comparable instruments, with respect to the Mortgage Loans it servicesLoans, and with respect to the related Mortgaged Properties held for the benefit of the Certificateholders. The Servicer shall prepare and deliver to the Depositor and/or the Trustee such documents requiring execution and delivery by either any or both all of them as are necessary or appropriate to enable the Servicer to service and administer the Mortgage Loans it services to the extent that the Servicer is not permitted to execute and deliver such documents pursuant to the preceding sentenceLoans, including without limitation, any powers of attorney. Upon receipt of such documents, the Depositor and/or the Trustee, upon the direction of the Servicer, Trustee shall promptly execute such documents and deliver them to the Servicer. 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 relating to the Mortgage Loans it servicesProperties, which Servicing Advances advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.093.06, and further as provided in Section 3.113.08. The All costs incurred by the Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balances of Balance under the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. The relationship Servicer shall deliver a list of the Servicer (and of any successor to the Servicer as servicer under this Agreement) Servicing Officers to the Trustee under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agentClosing Date.

Servicer to Service Mortgage Loans. For and on behalf of the Certificateholders, the Servicer shall service and administer the Mortgage Loans, all Loans in accordance with the terms of this Agreement, Customary Accepted Servicing Procedures, applicable law and the terms of the Mortgage Notes and MortgagesPractices. In connection with such servicing and administration, the Servicer shall have full power and authority, acting alone and/or through Subservicers subservicers as provided in Section 3.023.02 hereof, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration includingadministration, including but not limited to, the power and authority, subject to the terms hereof, hereof (ai) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (bii) to consent, with respect to the Mortgage Loans it services, consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (ciii) to collect any Insurance Proceeds and other Liquidation Proceeds relating to the Mortgage Loans it services, and (div) subject to Section 3.12(a), to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that, subject to Section 6.03, the Servicer shall not take any action that is inconsistent with or prejudices the interests of the Trust Fund or the Certificateholders in any Mortgage Loan serviced by it servicesunder this Agreement or the rights and interests of the other parties to this Agreement except as otherwise required by this Agreement or by law. Notwithstanding anything in this Agreement to the contrary, the Servicer shall not make or permit any modification, waiver or amendment of any term of any Mortgage Loan which would cause any of the REMICs provided for herein to fail to qualify as a REMIC or result in the imposition of any tax under Section 860G(a) or 860G(d) of the Code. The Servicer shall represent and protect the interests interest of the Trust Fund in the same manner as it currently protects its own interests interest in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan and shall not make or permit any modification, waiver or amendment of any term of any Mortgage Loan, except as but in any case not in any manner that is a lesser standard than that provided pursuant to in the first sentence of this Section 3.213.01. Without limiting the generality of the foregoing, the Servicer, in its own name or in the name of any Subservicer or the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, when the Servicer or any Subservicer, as the case may be, believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, subordinations and all other comparable instruments, with respect to the Mortgage Loans it servicesLoans, and with respect to the related Mortgaged Properties held for the benefit of the Certificateholders. The Servicer shall prepare and deliver to the Depositor and/or the Trustee such documents requiring execution and delivery by either any or both all of them as are necessary or appropriate to enable the Servicer to service and administer the Mortgage Loans it services Loans, to the extent that the Servicer is not permitted to execute and deliver such documents pursuant to the preceding sentence. Upon receipt of such documents, the Depositor and/or the Trustee, upon the direction of the Servicer, Trustee shall promptly execute such documents and deliver them to the Servicer. In accordance with For purposes of this Section 3.01, the standards Trustee hereby grants to the Servicer a limited power of attorney to execute and file any and all documents necessary to fulfill the obligations of the preceding paragraphServicer under this Section 3.01. Upon request of the Servicer, the Trustee shall furnish the Servicer with any powers of attorney and other documents in form as provided to it necessary or appropriate to enable the Servicer to service and administer the Mortgage Loans. The Trustee shall not be responsible for and the Servicer shall indemnify the Trustee for any action taken by the Servicer pursuant to the application of any power of attorney. Notwithstanding anything contained herein to the contrary, the Servicer shall advance not without the Trustee's written consent, hire or procure counsel to represent the Trustee without indicating its representative capacity. The Servicer shall not be required to make any Servicing Advance with respect to a Mortgage Loan that is 150 days or more delinquent. The Servicer and the Trustee shall have at least 30 days' notice of the appointment of a NIMs Insurer prior to being required to deliver any notices pursuant to this Agreement to such NIMs Insurer. The Servicer and the Trustee shall have at least 10 days' notice of the issuance of any NIM Notes. The Servicer shall deliver a list of Servicing Officers to the Trustee by the Closing Date. The Servicer will transmit full-file credit reporting data for each Mortgage Loan pursuant to Xxxxxx Xxx Guide Announcement 97-02 and for each Mortgage Loan, the Servicer agrees that it shall report one of the following statuses each month as follows: current, delinquent (30-, 60-, 90-days, etc.), foreclosed or charged-off. The Servicer further is authorized and empowered by the Trustee, on behalf of the Certificateholders and the Trustee, in its own name or in the name of the Sub-Servicer, when the Servicer or the Sub-Servicer, 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 be advanced funds execute and deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as necessary nominee for the purpose Trustee and its successors and assigns. Any reasonable expenses incurred in connection with the actions described in the preceding sentence or as a result of effecting MERS discontinuing or becoming unable to continue operations in connection with the payment MERS System, shall be subject to withdrawal by the Servicer from the Collection Account (provided that such expenses constitute "unanticipated expenses" within the meaning of taxes and assessments on Treasury Regulation Section 1.860G-1(b)(3)(ii)). With respect to any Mortgage Loan, the Mortgaged Properties Servicer may consent to the refinancing of the prior senior lien relating to the such Mortgage Loans it servicesLoan, which Servicing Advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.09, and further as provided in Section 3.11. The costs incurred by the Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balances of the related Mortgage Loans, notwithstanding that the terms following requirements are met: (a) the resulting Combined Loan-to-Value Ratio of such Mortgage Loans so permit. The relationship of Loan is no higher than the Servicer Combined Loan-to-Value Ratio prior to such refinancing; (and of any successor b) the interest rate for the loan evidencing the refinanced senior lien is no more than 2.0% higher than the interest rate on the loan evidencing the existing senior lien immediately prior to the Servicer as servicer under this Agreementdate of such refinancing; and (c) the loan evidencing the refinanced senior lien is not subject to the Trustee under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agentnegative amortization.

Servicer to Service Mortgage Loans. For and on behalf of the Certificateholders, the Servicer shall service and administer the Mortgage Loans, all Loans in accordance with the terms of this Agreement, Customary Servicing Procedures, applicable law Agreement and the terms customary and usual standards of the Mortgage Notes and Mortgagespractice of prudent mortgage loan servicers. In connection with such servicing and administration, the Servicer shall have full power and authority, acting alone and/or through Subservicers as provided in Section 3.023.2 hereof, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration includingadministration, including but not limited to, the power and authority, subject to the terms hereof, hereof (ai) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (bii) to consent, with respect to the Mortgage Loans it services, consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (ciii) to collect any Insurance Proceeds and other Liquidation Proceeds relating to the Mortgage Loans it servicesProceeds, and (div) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that the Servicer shall not take any action that is inconsistent with or prejudices the interests of the Trust Fund or the Certificateholders in any Mortgage Loan it servicesor the rights and interests of the Depositor, the Trustee and the Certificateholders under this Agreement. The Servicer shall represent and protect the interests of the Trust Fund in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan and shall Loan, provided, however, that unless (x) the Mortgagor is in default with respect to the Mortgage Loan, or such default is, in the judgment of the Servicer, imminent or (y) in the absence of default or imminent default, any such waiver, modification, postponement or indulgence would not make cause any REMIC created hereunder to be disqualified or result in the imposition of any tax under Section 860F(a) or Section 860G(d) of the Code, the Servicer may not permit any modification, waiver or amendment of any term of modification with respect to any Mortgage Loan, except as provided pursuant to Section 3.21. Without limiting the generality of the foregoing, the Servicer, in its own name or in the name of any Subservicer or the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, when the Servicer or any Subservicer, as the case may be, believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, discharge and all other comparable instruments, with respect to the Mortgage Loans it servicesLoans, and with respect to the related Mortgaged Properties held for the benefit of the Certificateholders. The Servicer shall prepare and deliver to the Depositor and/or the Trustee such documents requiring execution and delivery by either or both of them as are necessary or appropriate to enable the Servicer to service and administer the Mortgage Loans it services to the extent that the Servicer is not permitted to execute and deliver such documents pursuant to the preceding sentence. Upon receipt of such documents, the Depositor and/or the Trustee, upon the direction of the Servicer, Trustee shall promptly execute such documents and deliver them to the Servicer. In accordance with the standards of the preceding paragraph, the Servicer shall advance or cause to be advanced funds make Servicing Advances as necessary for the purpose of effecting the payment of taxes and assessments on the Mortgaged Properties relating to the Mortgage Loans it servicesProperties, which Servicing Advances advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.093.6 hereof, and further as provided in Section 3.113.8 hereof. The costs incurred by the Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balances of the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. The relationship Upon request of the Servicer (Servicer, the Trustee and of any successor to the Custodian shall furnish the Servicer as servicer under this Agreement) with any powers of attorney necessary or appropriate to enable Servicer to execute in the name of the Trustee under or the Custodian, as applicable, all documents reasonably required to perform the servicing functions described in this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agentArticle 3.

Servicer to Service Mortgage Loans. For and on behalf of the Certificateholders, the The Servicer shall service and administer the Mortgage Loans, all in accordance with the terms of this Agreement, Customary Servicing Procedures, applicable law Loans and the terms of the Mortgage Notes and Mortgages. In connection with such servicing and administration, the Servicer shall have full power and authority, acting alone and/or or through Subservicers Sub-Servicers as provided in Section 3.025.02, to do or cause to be done any and all things that which it may deem necessary or desirable in connection with such servicing and administration includingadministration, but not limited to, the power and authority, subject to the terms hereof, (a) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (b) to consent, all in accordance with respect to the Mortgage Loans it services, to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (c) to collect any Insurance Proceeds and other Liquidation Proceeds relating to the Mortgage Loans it services, and (d) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan it services. The Servicer shall represent and protect the interests of the Trust in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan and shall not make or permit any modification, waiver or amendment of any term of any Mortgage Loan, except as provided pursuant to Section 3.21Accepted Servicing Practices. Without limiting the generality of the foregoing, the Servicer, Servicer in its own name or in the name of any Subservicer or the Depositor and the Trusteea Sub-Servicer shall, is pursuant to a power of attorney granted hereby authorized and empowered by the Depositor and the TrusteeTrustee for such purposes, when the Servicer or any Subservicerthe Sub-Servicer, as the case may be, believes it appropriate in its reasonable best judgment, to execute and deliver, on behalf of the Trustee, Certificateholders and the Depositor, the Certificateholders Trustee or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, discharge and all other comparable instruments, with respect to the Mortgage Loans it services, and with respect to the related Mortgaged Properties held for Properties; provided, however, that subject to the benefit provisions of this paragraph, the Servicer may allow a modification with respect to a Mortgage Loan if the Servicer would take such action in the ordinary course of its business if it were the owner of the CertificateholdersMortgage Loan. The Servicer may agree to a modification of any Mortgage Loan (the "Relevant Mortgage Loan") upon the request of the related Mortgagor, provided that (i) the modification is in lieu of a refinancing and the Mortgage Rate on the Relevant Mortgage Loan, as modified, is approximately a prevailing market rate of newly-originated mortgage loans having similar terms, (ii) the aggregate of the adjusted bases of all Modified Mortgage Loans (including the Relevant Mortgage Loans) plus the aggregate adjusted bases of any assets that are not qualified mortgages or permitted investments under Section 860G(a) of the Code that are assets of the Trust Fund established hereunder at all times on any day is less than one percent of the aggregate of the adjusted bases of all assets of the Trust Fund (including such Modified Mortgage Loans) on such day, and (iii) the Servicer purchases the Relevant Mortgage Loan from the Trust Fund as described below. Effective immediately after such modification, and, in any event, on the same Business Day on which the modification occurs, all right, title and interest of the Trustee in and to the Modified Mortgage Loan shall automatically be deemed transferred and assigned to the Servicer and all benefits and burdens of ownership thereof, including without limitation the right to accrued interest thereon from and including the date of modification and the risk of default thereon, shall pass to the Servicer. To confirm such transfer and assignment, the Servicer, as servicer hereunder, as soon as practicable shall execute an instrument of assignment of the Modified Mortgage Loan without recourse in customary form to the Servicer in its individual capacity. The Servicer shall prepare deposit the Purchase Price for any Modified Mortgage Loan in the Collection Account pursuant to Section 5.08. Upon receipt by the Trustee of written notification of any such deposit signed by a Servicing Officer, the Trustee shall release to the Servicer the related Mortgage File and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as shall be necessary more fully to vest in the Servicer any Modified Mortgage Loan previously transferred and assigned pursuant thereto. The Servicer shall furnish to the Depositor and/or Trustee for execution and redelivery to the Trustee Servicer or, at the request of the Servicer, a Sub-Servicer, such documents requiring execution and delivery by either or both of them as are necessary or appropriate to enable the Servicer to service and administer the Mortgage Loans and the Trustee shall not be responsible for the Servicer's application thereof. The Servicer agrees to remain eligible as either a FNMA or FHLMC seller/servicer, or both, for so long as it services to the extent that is Servicer. All Servicing Advances made by the Servicer is not permitted to execute and deliver such documents pursuant to the preceding sentence. Upon receipt of such documents, the Depositor and/or the Trustee, upon the direction of the Servicer, shall promptly execute such documents and deliver them to the Servicer. 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 in effecting the timely payment of taxes taxes, insurance and assessments on the Mortgaged Properties relating properties subject to the Mortgage Loans it services, which Servicing Advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.09, and further as provided in Section 3.11. The costs incurred by the Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balances of amount owing under the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans Loan so permit. The relationship of , and such Servicing Advances shall be recoverable by the Servicer (and of any successor to the Servicer as servicer under this Agreement) to the Trustee under this Agreement is intended extent permitted by the parties to be that of an independent contractor Sections 5.09 and not that of a joint venturer, partner or agent5.23.

Servicer to Service Mortgage Loans. For and on behalf of the Certificateholders, the Servicer shall service and administer the Mortgage Loans, all Loans in accordance with the terms of this Agreement, Customary Servicing Procedures, applicable law Agreement and the terms of the Mortgage Notes and Mortgages. In connection with such servicing and administration, the Servicer shall have full power and authority, acting alone and/or through Subservicers as provided in Section 3.02, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration including, but not limited to, the power and authority, subject to the terms hereof, (a) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (b) to consent, with respect to the Mortgage Loans it services, to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (c) to collect any Insurance Proceeds and other Liquidation Proceeds relating to the Mortgage Loans it services, and (d) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan it servicesServicing Standard. The Servicer shall represent and protect the interests of the Trust in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan and shall not make or permit any modification, waiver waiver, or amendment of any term of any Mortgage Loan, except Loan that would cause the Trust Fund to fail to qualify as provided pursuant to a REMIC or result in the imposition of any tax under Section 3.21860F(a) or Section 860G(d) of the Code. Without limiting the generality of the foregoing, the Servicer, in its own name or in the name of any Subservicer or the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, when the Servicer or any Subservicer, as the case may be, believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders Certificateholders, or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans it servicesLoans, and with respect to the related Mortgaged Properties held for the benefit of the Certificateholders. The Servicer shall prepare and deliver to the Depositor and/or or the Trustee such any documents requiring execution and delivery by either or both of them as are necessary or appropriate to enable the Servicer to service and administer the Mortgage Loans it services to the extent that the Servicer is not permitted to execute and deliver such documents pursuant to the preceding sentence. Upon receipt of such the documents, the Depositor and/or or the Trustee, upon Trustee shall execute the direction of the Servicer, shall promptly execute such documents and deliver them to the Servicer. The Servicer further is authorized and empowered by the Trustee, on behalf of the Certificateholders and the Trustee, in its own name, when the Servicer believes it appropriate in its best judgment to register any Mortgage Loan on the MERS® System, or cause the removal from the registration of any Mortgage Loan on the MERS® System, to execute and deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Trustee and its successors and assigns. In accordance with and to the standards extent of the preceding paragraphServicing Standard, the Servicer shall advance or cause funds necessary to be advanced funds as necessary for the purpose of effecting effect the payment of taxes and assessments on the Mortgaged Properties relating to the Mortgage Loans it servicesProperties, which Servicing Advances advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.093.07, and further as provided in Section 3.113.09. The costs incurred by the Servicer, if any, Servicer in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balances of the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. The relationship of the Servicer (and of any successor to the Servicer as servicer under this Agreement) to the Trustee under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent.

Servicer to Service Mortgage Loans. For and on behalf of the Certificateholders, the Servicer shall service and administer the Mortgage Loans, all Loans in accordance with the terms of this Agreement, Customary Servicing Procedures, applicable law Agreement and the terms of the Mortgage Notes and Mortgages. In connection with such servicing and administration, the Servicer shall have full power and authority, acting alone and/or through Subservicers as provided in Section 3.02, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration including, but not limited to, the power and authority, subject to the terms hereof, (a) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (b) to consent, with respect to the Mortgage Loans it services, to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (c) to collect any Insurance Proceeds and other Liquidation Proceeds relating to the Mortgage Loans it services, and (d) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan it servicesServicing Standard. The Servicer shall represent and protect the interests of the Trust in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan and shall not make or permit any modification, waiver waiver, or amendment of any term of any Mortgage Loan, except Loan that would cause any REMIC created under this Agreement to fail to qualify as provided pursuant to Section 3.21a REMIC or result in the imposition of any tax under section 860F(a) or section 860G(d) of the Code. Without limiting the generality of the foregoing, the Servicer, in its own name or in the name of any Subservicer or the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, when the Servicer or any Subservicer, as the case may be, believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders Certificateholders, or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans it servicesLoans, and with respect to the related Mortgaged Properties held for the benefit of the Certificateholders. The Servicer shall prepare and deliver to the Depositor and/or or the Trustee such any documents requiring execution and delivery by either or both of them as are necessary or appropriate to enable the Servicer to service and administer the Mortgage Loans it services to the extent that the Servicer is not permitted to execute and deliver such documents pursuant to the preceding sentence. Upon receipt of such the documents, the Depositor and/or or the Trustee, upon Trustee shall execute the direction of the Servicer, shall promptly execute such documents and deliver them to the Servicer. The Servicer further is authorized and empowered by the Trustee, on behalf of the Certificateholders and the Trustee, in its own name, when the Servicer believes it appropriate in its best judgment to register any Mortgage Loan on the MERS(R) System, or cause the removal from the registration of any Mortgage Loan on the MERS(R) System, to execute and deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Trustee and its successors and assigns. In accordance with and to the standards extent of the preceding paragraphServicing Standard, the Servicer shall advance or cause funds necessary to be advanced funds as necessary for the purpose of effecting effect the payment of taxes and assessments on the Mortgaged Properties relating to the Mortgage Loans it servicesProperties, which Servicing Advances advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.093.07, and further as provided in Section 3.113.09. The costs incurred by the Servicer, if any, Servicer in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balances of the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. The relationship of the Servicer (and of any successor to the Servicer as servicer under this Agreement) to the Trustee under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent.

Servicer to Service Mortgage Loans. (a) For and on behalf of the Certificateholders, the Servicer shall service and administer the Mortgage Loans, all Loans in accordance with the terms of this AgreementAgreement and the respective Mortgage Loans and, Customary to the extent consistent with such terms, in the same manner in which it services and administers similar mortgage loans for its own portfolio, giving due consideration to customary and usual standards of practice of mortgage lenders and loan servicers administering similar mortgage loans but without regard to: (i) any relationship that the Servicer, any Subservicer or any Affiliate of the Servicer or any Subservicer may have with the related Mortgagor; (ii) the ownership or non-ownership of any Certificate by the Servicer or any Affiliate of the Servicer; (iii) the Servicer's obligation to make P&I Advances or Servicing ProceduresAdvances; or (iv) the Servicer's or any Subservicer's right to receive compensation for its services hereunder or with respect to any particular transaction. To the extent consistent with the foregoing, applicable law the Servicer shall seek to maximize the timely and complete recovery of principal and interest on the Mortgage Notes. Subject only to the above-described servicing standards and the terms of this Agreement and of the respective Mortgage Notes and Mortgages. In connection with such servicing and administrationLoans, the Servicer shall have full power and authority, acting alone and/or or through Subservicers as provided in Section 3.02, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration including, but not limited to, the power and authority, subject to the terms hereof, (a) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents which it may deem necessary or waivers and other instruments and documents, (b) to consent, with respect to the Mortgage Loans it services, to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (c) to collect any Insurance Proceeds and other Liquidation Proceeds relating to the Mortgage Loans it services, and (d) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan it services. The Servicer shall represent and protect the interests of the Trust in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan and shall not make or permit any modification, waiver or amendment of any term of any Mortgage Loan, except as provided pursuant to Section 3.21desirable. Without limiting the generality of the foregoing, the Servicer, Servicer in its own name or in the name of any a Subservicer or the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, Trustee when the Servicer or any Subservicer, as the case may be, believes it appropriate in its reasonable judgmentbest judgment in accordance with the servicing standards set forth above, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any of them, deliver any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans it servicesand 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 with respect to the related Mortgaged Properties hold or cause to be held for the benefit title to such properties, on behalf of the CertificateholdersTrustee. The Servicer shall prepare service and deliver administer the Mortgage Loans in accordance with applicable state and federal law and shall provide to the Depositor and/or Mortgagors any reports required to be provided to them thereby. The Servicer shall also comply in the performance of this Agreement with all reasonable rules and requirements of each insurer under any standard hazard insurance policy. Subject to Section 3.15, the Trustee shall execute, at the written request of the Servicer, and furnish to the Servicer and any Subservicer such documents requiring execution and delivery by either or both of them as are necessary or appropriate to enable the Servicer or any Subservicer to service carry out their servicing and administer administrative duties hereunder, and the Mortgage Loans it services Trustee hereby grants to the Servicer, and this Agreement shall constitute, a power of attorney to carry out such duties including a power of attorney to take title to Mortgaged Properties after foreclosure on behalf of the Trustee. The Trustee shall execute a separate power of attorney in favor of the Servicer for the purposes described herein to the extent that necessary or desirable to enable the Servicer is to perform its duties hereunder. The Trustee shall not permitted to execute and deliver such documents pursuant to be liable for the preceding sentence. Upon receipt of such documents, the Depositor and/or the Trustee, upon the direction actions of the ServicerServicer or any Subservicers under such powers of attorney. (b) Subject to Section 3.09(b) hereof, shall promptly execute such documents and deliver them to the Servicer. In 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 timely payment of taxes and assessments on the Mortgaged Properties relating to the Mortgage Loans it servicesProperties, which advances shall be Servicing Advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.093.09(b), and further as provided in Section 3.11. The costs Any cost incurred by the Servicer, if any, Servicer or by Subservicers in effecting the timely payments payment of taxes and assessments on the a Mortgaged Properties and related insurance premiums Property shall not, for the purpose of calculating monthly distributions to the Certificateholders, not be added to the Stated Principal Balances unpaid principal balance of the related Mortgage LoansLoan, notwithstanding that the terms of such Mortgage Loans Loan so permit. The relationship . (c) Notwithstanding anything in this Agreement to the contrary, the Servicer may not make any future advances with respect to a Mortgage Loan (except as provided in Section 4.01) and the Servicer shall not (i) permit any modification with respect to any Mortgage Loan that would change the Mortgage Rate, reduce or increase the principal balance (except for reductions resulting from actual payments of principal) or change the final maturity date on such Mortgage Loan or (ii) permit any modification, waiver or amendment of any term of any Mortgage Loan that would both (A) effect an exchange or reissuance of such Mortgage Loan under Section 1001 of the Servicer Code (or final, temporary or proposed Treasury regulations promulgated thereunder) and (B) cause any REMIC to fail to qualify as a REMIC under the Code or the imposition of any successor to tax on "prohibited transactions" or "contributions after the startup date" under the REMIC Provisions, or (iii) except as provided in Section 3.07(a), waive any Prepayment Charges. (d) The Servicer as servicer may delegate its responsibilities under this Agreement) to ; provided, however, that no such delegation shall release the Trustee Servicer from the responsibilities or liabilities arising under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agentAgreement.

Servicer to Service Mortgage Loans. For and on behalf of the Certificateholders, the The Servicer shall service and administer the Mortgage Loans, all in accordance with the terms of this Agreement, Customary Servicing Procedures, applicable law Loans and the terms of the Mortgage Notes and Mortgages. In connection with such servicing and administration, the Servicer shall have full power and authority, acting alone and/or or through Subservicers Sub-Servicers as provided in Section 3.025.02, to do or cause to be done any and all things that which it may deem necessary or desirable in connection with such servicing and administration includingadministration, but not limited toall in accordance with Accepted Servicing Practices. Without limiting the generality of the foregoing, the Servicer in its own name or in the name of a Sub-Servicer shall, pursuant to a power and authorityof attorney granted hereby by the Trustee for such purposes, subject to when the terms hereofServicer or the Sub-Servicer, (a) as the case may be, believes it appropriate in its best judgment, to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (b) to consent, with respect to the Mortgage Loans it services, to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (c) to collect any Insurance Proceeds and other Liquidation Proceeds relating to the Mortgage Loans it services, and (d) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan it services. The Servicer shall represent and protect the interests of the Trust in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan and shall not make or permit any modification, waiver or amendment of any term of any Mortgage Loan, except as provided pursuant to Section 3.21. Without limiting the generality of the foregoing, the Servicer, in its own name or in the name of any Subservicer or the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, when the Servicer or any Subservicer, as the case may be, believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders Trustee or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, discharge and all other comparable instruments, with respect to the Mortgage Loans it services, and with respect to the related Mortgaged Properties held for Properties; provided, however, that subject to the benefit provisions of this paragraph, the Servicer may allow a modification with respect to a Mortgage Loan if the Servicer would take such action in the ordinary course of its business if it were the owner of the CertificateholdersMortgage Loan. The Servicer will indemnify the Trustee for any misuse of such power of attorney provided hereunder. The Servicer may agree to a modification of any Mortgage Loan (the "Relevant Mortgage Loan") upon the request of the related Mortgagor, provided that (i) the modification is in lieu of a refinancing and the Mortgage Rate on the Relevant Mortgage Loan, as modified, is approximately a prevailing market rate of newly-originated mortgage loans having similar terms, (ii) the aggregate of the adjusted bases of all Modified Mortgage Loans (including the Relevant Mortgage Loans) plus the aggregate adjusted bases of any assets that are not qualified mortgages or permitted investments under Section 860G(a) of the Code that are assets of the Trust Fund established hereunder at all times on any day is less than one percent of the aggregate of the adjusted bases of all assets of the Trust Fund (including such Modified Mortgage Loans) on such day, and (iii) the Servicer purchases the Relevant Mortgage Loan from the Trust Fund as described below. Effective immediately after such modification, and, in any event, on the same Business Day on which the modification occurs, all right, title and interest of the Trustee in and to the Modified Mortgage Loan shall automatically be deemed transferred and assigned to the Servicer and all benefits and burdens of ownership thereof, including without limitation the right to accrued interest thereon from and including the date of modification and the risk of default thereon, shall pass to the Servicer. To confirm such transfer and assignment, the Servicer, as servicer hereunder, as soon as practicable shall execute an instrument of assignment of the Modified Mortgage Loan without recourse in customary form to the Servicer in its individual capacity. The Servicer shall prepare deposit the Purchase Price for any Modified Mortgage Loan in the Collection Account pursuant to Section 5.08. Upon receipt by the Trustee of written notification of any such deposit signed by a Servicing Officer, the Trustee shall release to the Servicer the related Mortgage File and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as shall be necessary more fully to vest in the Servicer any Modified Mortgage Loan previously transferred and assigned pursuant thereto. Notwithstanding anything herein to the Depositor and/or contrary, the Servicer shall not make or permit any modification of a Mortgage Loan that would cause any REMIC Pool to fail to qualify as a REMIC for federal income tax purposes or that would result in the imposition of any material tax under Section 860F(a) or Section 860G(d) of the Code. The Servicer shall furnish to the Trustee for execution and redelivery to the Servicer or, at the request of the Servicer, a Sub-Servicer, such documents requiring execution and delivery by either or both of them as are necessary or appropriate to enable the Servicer to service and administer the Mortgage Loans and the Trustee shall not be responsible for the Servicer's application thereof. The Servicer agrees to remain eligible as either a FNMA or FHLMC seller/servicer, or both, for so long as it services to the extent that is Servicer. All Servicing Advances made by the Servicer is not permitted to execute and deliver such documents pursuant to the preceding sentence. Upon receipt of such documents, the Depositor and/or the Trustee, upon the direction of the Servicer, shall promptly execute such documents and deliver them to the Servicer. 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 in effecting the timely payment of taxes taxes, insurance and assessments on the Mortgaged Properties relating properties subject to the Mortgage Loans it services, which Servicing Advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.09, and further as provided in Section 3.11. The costs incurred by the Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balances of amount owing under the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans Loan so permit. The relationship of , and such Servicing Advances shall be recoverable by the Servicer (and of any successor to the Servicer as servicer under this Agreement) to the Trustee under this Agreement is intended extent permitted by the parties to be that of an independent contractor Sections 5.09 and not that of a joint venturer, partner or agent5.23.

Servicer to Service Mortgage Loans. For and on behalf of the Certificateholders, the Servicer shall service and administer the Mortgage Loans, all including without limitation, any powers of attorney, in accordance with the terms of this Agreement, Customary Accepted Servicing Procedures, applicable law and the terms of the Mortgage Notes and MortgagesPractices. In connection with such servicing and administration, the Servicer shall have full power and authority, acting alone and/or through Subservicers subservicers as provided in Section 3.023.02 hereof, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration includingadministration, including but not limited to, the power and authority, subject to the terms hereof, hereof (ai) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (bii) to consent, with respect to the Mortgage Loans it services, consent to transfers of any Mortgaged Property (or the stock allocated to a dwelling unit related to a Co-op Loan) and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (ciii) to collect any Insurance Proceeds and other Liquidation Proceeds relating to the Mortgage Loans it services, and (div) subject to Section 3.12(a), to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property (or the stock allocated to a dwelling unit related to a Co-op Loan) securing any Mortgage Loan; provided that, subject to Section 6.03, the Servicer shall not take any action that is inconsistent with or prejudices the interests of the Trust Fund or the Certificateholders in any Mortgage Loan serviced by it servicesunder this Agreement or the rights and interests of the other parties to this Agreement except as otherwise required by this Agreement or by law. The Servicer shall not make or permit any modification, waiver or amendment of any term of any Mortgage Loan which would cause any of the REMICs provided for herein to fail to qualify as a REMIC or result in the imposition of any tax under Section 860G(a) or 860G(d) of the Code. The Servicer shall represent and protect the interests interest of the Trust Fund in the same manner as it currently protects its own interests interest in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan and shall not make or permit any modification, waiver or amendment of any term of any Mortgage Loan, except as but in any case not in any manner that is a lesser standard than that provided pursuant to in the first sentence of this Section 3.213.01. Without limiting the generality of the foregoing, the Servicer, in its own name or in the name of any Subservicer or the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, when the Servicer or any Subservicer, as the case may be, believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, subordinations and all other comparable instruments, with respect to the Mortgage Loans it servicesLoans, and with respect to the related Mortgaged Properties held for the benefit of the Certificateholders. The Servicer shall prepare and deliver to the Depositor Depositor, the Securities Administrator and/or the Trustee such documents requiring execution and delivery by either any or both all of them as are necessary or appropriate to enable the Servicer to service and administer the Mortgage Loans it services to the extent that the Servicer is not permitted to execute and deliver such documents pursuant to the preceding sentenceLoans, including without limitation, any powers of attorney. Upon receipt of such documents, the Depositor Depositor, the Securities Administrator and/or the Trustee, upon the direction of the Servicer, Trustee shall promptly execute such documents and deliver them to the Servicer. In accordance with For purposes of this Section 3.01, the standards Trustee hereby grants to the Servicer a limited power of attorney in the form of Exhibit P to execute and file any and all documents necessary to fulfill the obligations of the preceding paragraph, Servicer under this Section 3.01. The Trustee shall deliver Powers of Attorney in the form attached hereto as Exhibit P to the Servicer shall advance or cause to be advanced funds as necessary for promptly after the purpose Closing Date and additional Powers of effecting the payment of taxes and assessments on the Mortgaged Properties relating to the Mortgage Loans it services, which Servicing Advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.09, and further as provided in Section 3.11. The costs incurred Attorney promptly after request therefor by the Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balances of the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. The relationship of the Servicer (and of any successor to the Servicer as servicer under this Agreement) to the Trustee under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent.

Servicer to Service Mortgage Loans. For and on behalf of the Certificateholders, the The Servicer shall service and administer the Mortgage Loans, all in accordance with the terms of this Agreement, Customary Servicing Procedures, applicable law Loans and the terms of the Mortgage Notes and Mortgages. In connection with such servicing and administration, the Servicer shall have full power and authority, acting alone and/or or through Subservicers Sub-Servicers as provided in Section 3.025.02, to do or cause to be done any and all things that which it may deem necessary or desirable in connection with such servicing and administration includingadministration, but not limited toall in accordance with Accepted Servicing Practices. Without limiting the generality of the foregoing, the Servicer in its own name or in the name of a Sub-Servicer shall, pursuant to a power and authorityof attorney granted hereby by the Trustee for such purposes, subject to when the terms hereofServicer or the Sub-Servicer, (a) as the case may be, believes it appropriate in its best judgment, to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (b) to consent, with respect to the Mortgage Loans it services, to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (c) to collect any Insurance Proceeds and other Liquidation Proceeds relating to the Mortgage Loans it services, and (d) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan it services. The Servicer shall represent and protect the interests of the Trust in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan and shall not make or permit any modification, waiver or amendment of any term of any Mortgage Loan, except as provided pursuant to Section 3.21. Without limiting the generality of the foregoing, the Servicer, in its own name or in the name of any Subservicer or the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, when the Servicer or any Subservicer, as the case may be, believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders Trustee or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, discharge and all other comparable instruments, with respect to the Mortgage Loans it services, and with respect to the related Mortgaged Properties held for Properties; provided, however, that subject to the benefit provisions of this paragraph, the Servicer may allow a modification with respect to a Mortgage Loan if the Servicer would take such action in the ordinary course of its business if it were the owner of the CertificateholdersMortgage Loan. The Servicer may agree to a modification of any Mortgage Loan (the "Relevant Mortgage Loan") upon the request of the related Mortgagor, provided that (i) the modification is in lieu of a refinancing and the Mortgage Rate on the Relevant Mortgage Loan, as modified, is approximately a prevailing market rate of newly- originated mortgage loans having similar terms, (ii) the aggregate of the adjusted bases of all Modified Mortgage Loans (including the Relevant Mortgage Loans) plus the aggregate adjusted bases of any assets that are not qualified mortgages or permitted investments under Section 860G(a) of the Code that are assets of the Trust Fund established hereunder at all times on any day is less than one percent of the aggregate of the adjusted bases of all assets of the Trust Fund (including such Modified Mortgage Loans) on such day, and (iii) the Servicer purchases the Relevant Mortgage Loan from the Trust Fund as described below. Effective immediately after such modification, and, in any event, on the same Business Day on which the modification occurs, all right, title and interest of the Trustee in and to the Modified Mortgage Loan shall automatically be deemed transferred and assigned to the Servicer and all benefits and burdens of ownership thereof, including without limitation the right to accrued interest thereon from and including the date of modification and the risk of default thereon, shall pass to the Servicer. To confirm such transfer and assignment, the Servicer, as servicer hereunder, as soon as practicable shall execute an instrument of assignment of the Modified Mortgage Loan without recourse in customary form to the Servicer in its individual capacity. The Servicer shall prepare deposit the Purchase Price for any Modified Mortgage Loan in the Collection Account pursuant to Section 5.08. Upon receipt by the Trustee of written notification of any such deposit signed by a Servicing Officer, the Trustee shall release to the Servicer the related Mortgage File and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as shall be necessary more fully to vest in the Servicer any Modified Mortgage Loan previously transferred and assigned pursuant thereto. The Servicer shall furnish to the Depositor and/or Trustee for execution and redelivery to the Trustee Servicer or, at the request of the Servicer, a Sub-Servicer, such documents requiring execution and delivery by either or both of them as are necessary or appropriate to enable the Servicer to service and administer the Mortgage Loans and the Trustee shall not be responsible for the Servicer's application thereof. The Servicer agrees to remain eligible as either a FNMA or FHLMC seller/servicer, or both, for so long as it services to the extent that is Servicer. All Servicing Advances made by the Servicer is not permitted to execute and deliver such documents pursuant to the preceding sentence. Upon receipt of such documents, the Depositor and/or the Trustee, upon the direction of the Servicer, shall promptly execute such documents and deliver them to the Servicer. 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 in effecting the timely payment of taxes taxes, insurance and assessments on the Mortgaged Properties relating properties subject to the Mortgage Loans it services, which Servicing Advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.09, and further as provided in Section 3.11. The costs incurred by the Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balances of amount owing under the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans Loan so permit. The relationship of , and such Servicing Advances shall be recoverable by the Servicer (and of any successor to the Servicer as servicer under this Agreement) to the Trustee under this Agreement is intended extent permitted by the parties to be that of an independent contractor Sections 5.09 and not that of a joint venturer, partner or agent5.23.

Servicer to Service Mortgage Loans. For and on behalf of the Certificateholders, the The Servicer shall service and administer the Mortgage Loans, all in accordance with the terms of this Agreement, Customary Servicing Procedures, applicable law Loans and the terms of the Mortgage Notes and Mortgages. In connection with such servicing and administration, the Servicer shall have full power and authority, acting alone and/or or through Subservicers Sub-Servicers as provided in Section 3.025.02, to do or cause to be done any and all things that which it may deem necessary or desirable in connection with such servicing and administration includingadministration, but not limited toall in accordance with Accepted Servicing Practices. Without limiting the generality of the foregoing, the Servicer in its own name or in the name of a Sub-Servicer shall, pursuant to a power and authorityof attorney granted hereby by the Trustee for such purposes, subject to when the terms hereofServicer or the Sub-Servicer, (a) as the case may be, believes it appropriate in its best judgment, to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (b) to consent, with respect to the Mortgage Loans it services, to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (c) to collect any Insurance Proceeds and other Liquidation Proceeds relating to the Mortgage Loans it services, and (d) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan it services. The Servicer shall represent and protect the interests of the Trust in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan and shall not make or permit any modification, waiver or amendment of any term of any Mortgage Loan, except as provided pursuant to Section 3.21. Without limiting the generality of the foregoing, the Servicer, in its own name or in the name of any Subservicer or the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, when the Servicer or any Subservicer, as the case may be, believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders Trustee or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, discharge and all other comparable instruments, with respect to the Mortgage Loans it services, and with respect to the related Mortgaged Properties held for Properties; provided, however, that subject to the benefit provisions of this paragraph, the Servicer may allow a modification with respect to a Mortgage Loan if the Servicer would take such action in the ordinary course of its business if it were the owner of the CertificateholdersMortgage Loan. The Servicer may agree to a modification of any Mortgage Loan (the "Relevant Mortgage Loan") upon the request of the related Mortgagor, provided that (i) the modification is in lieu of a refinancing and the Mortgage Rate on the Relevant Mortgage Loan, as modified, is approximately a prevailing market rate of newly-originated mortgage loans having similar terms, (ii) the aggregate of the adjusted bases of all Modified Mortgage Loans (including the Relevant Mortgage Loans) plus the aggregate adjusted bases of any assets that are not qualified mortgages or permitted investments under Section 860G(a) of the Code that are assets of the Trust Fund established hereunder at all times on any day is less than one percent of the aggregate of the adjusted bases of all assets of the Trust Fund (including such Modified Mortgage Loans) on such day, and (iii) the Servicer purchases the Relevant Mortgage Loan from the Trust Fund as described below. Effective immediately after such modification, and, in any event, on the same Business Day on which the modification occurs, all right, title and interest of the Trustee in and to the Modified Mortgage Loan shall automatically be deemed transferred and assigned to the Servicer and all benefits and burdens of ownership thereof, including without limitation the right to accrued interest thereon from and including the date of modification and the risk of default thereon, shall pass to the Servicer. To confirm such transfer and assignment, the Servicer, as servicer hereunder, as soon as practicable shall execute an instrument of assignment of the Modified Mortgage Loan without recourse in customary form to the Servicer in its individual capacity. The Servicer shall prepare deposit the Purchase Price for any Modified Mortgage Loan in the Collection Account pursuant to Section 5.08. Upon receipt by the Trustee of written notification of any such deposit signed by a Servicing Officer, the Trustee shall release to the Servicer the related Mortgage File and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as shall be necessary more fully to vest in the Servicer any Modified Mortgage Loan previously transferred and assigned pursuant thereto. Notwithstanding anything herein to the Depositor and/or contrary, the Servicer shall not make or permit any modification of a Mortgage Loan that would cause any REMIC Pool to fail to qualify as a REMIC for federal income tax purposes or that would result in the imposition of any material tax under Section 860F(a) or Section 860G(d) of the Code. The Servicer shall furnish to the Trustee for execution and redelivery to the Servicer or, at the request of the Servicer, a Sub-Servicer, such documents requiring execution and delivery by either or both of them as are necessary or appropriate to enable the Servicer to service and administer the Mortgage Loans and the Trustee shall not be responsible for the Servicer's application thereof. The Servicer agrees to remain eligible as either a FNMA or FHLMC seller/servicer, or both, for so long as it services to the extent that is Servicer. All Servicing Advances made by the Servicer is not permitted to execute and deliver such documents pursuant to the preceding sentence. Upon receipt of such documents, the Depositor and/or the Trustee, upon the direction of the Servicer, shall promptly execute such documents and deliver them to the Servicer. 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 in effecting the timely payment of taxes taxes, insurance and assessments on the Mortgaged Properties relating properties subject to the Mortgage Loans it services, which Servicing Advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.09, and further as provided in Section 3.11. The costs incurred by the Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balances of amount owing under the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans Loan so permit. The relationship of , and such Servicing Advances shall be recoverable by the Servicer (and of any successor to the Servicer as servicer under this Agreement) to the Trustee under this Agreement is intended extent permitted by the parties to be that of an independent contractor Sections 5.09 and not that of a joint venturer, partner or agent5.23.

Servicer to Service Mortgage Loans. (a) For and on behalf of the Certificateholders, the Servicer shall service and administer the Mortgage Loans, all Loans in accordance with the terms of this AgreementAgreement and the respective Mortgage Loans and, Customary to the extent consistent with such terms, in accordance with Accepted Servicing ProceduresPractices, applicable law but without regard to: (i) any relationship that the Servicer, any Subservicer or any Affiliate of the Servicer or any Subservicer may have with the related Mortgagor; (ii) the ownership or non-ownership of any Certificate by the Servicer or any Affiliate of the Servicer; (iii) the Servicer’s obligation to make P&I Advances or Servicing Advances; or (iv) the Servicer’s or any Subservicer’s right to receive compensation for its services hereunder or with respect to any particular transaction. To the extent consistent with the foregoing, the Servicer shall seek to maximize the timely and complete recovery of principal and interest on the Mortgage Notes. Subject only to the above-described servicing standards and the terms of this Agreement and of the respective Mortgage Notes and Mortgages. In connection with such servicing and administrationLoans, the Servicer shall have full power and authority, acting alone and/or or through Subservicers as provided in Section 3.02, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration including, but not limited to, the power and authority, subject to the terms hereof, (a) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents which it may deem necessary or waivers and other instruments and documents, (b) to consent, with respect to the Mortgage Loans it services, to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (c) to collect any Insurance Proceeds and other Liquidation Proceeds relating to the Mortgage Loans it services, and (d) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan it services. The Servicer shall represent and protect the interests of the Trust in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan and shall not make or permit any modification, waiver or amendment of any term of any Mortgage Loan, except as provided pursuant to Section 3.21desirable. Without limiting the generality of the foregoing, the Servicer, Servicer in its own name or in the name of any a Subservicer or the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, Trustee when the Servicer or any Subservicer, as the case may be, believes it appropriate in its reasonable judgment, best judgment in accordance with Accepted Servicing Practices to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any of them, deliver any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans it servicesand the Mortgaged Properties and to institute foreclosure proceedings or obtain a deed-in-lieu of foreclosure so as to convert the ownership of such properties, and to hold or cause to be held title to such properties, on behalf of the Trustee; provided, further, that upon the full release or discharge, the Servicer shall notify the Custodian of the Mortgage Loan of any such full release or discharge with respect to the Mortgage Loan and related Mortgaged Properties held for the benefit of the CertificateholdersMortgage Properties. The Servicer shall prepare at its own expense be responsible for preparing and deliver recording all lien releases and mortgage satisfactions in accordance with state and local regulations. The Servicer shall service and administer the Mortgage Loans in accordance with applicable state and federal law and shall provide to the Depositor and/or Mortgagors any reports required to be provided to them thereby. The Servicer shall also comply in the performance of this Agreement with all reasonable rules and requirements of each insurer under any standard hazard insurance policy or any Primary Mortgage Insurance Policy (if applicable). Subject to Section 3.16, the Trustee shall execute, at the written request of the Servicer, and furnish to the Servicer and any Subservicer such documents requiring execution and delivery by either or both of them provided to the Trustee as are necessary or appropriate to enable the Servicer or any Subservicer to service carry out their servicing and administer administrative duties hereunder, and the Mortgage Loans Trustee hereby grants to the Servicer, and this Agreement shall constitute, a power of attorney to carry out such duties including a power of attorney to take title to Mortgaged Properties after foreclosure on behalf of the Trustee. The Trustee shall execute a separate power of attorney, furnished to it services by the Servicer, in favor of the Servicer for the purposes described herein to the extent that necessary or desirable to enable the Servicer is to perform its duties hereunder. The Trustee shall not permitted to execute and deliver be liable for the actions of the Servicer or any Subservicers under such documents pursuant powers of attorney. Notwithstanding anything contained herein to the preceding sentence. Upon receipt of such documentscontrary, no Servicer or Subservicer shall without the Trustee’s consent: (i) initiate any action, suit or proceeding solely under the Trustee’s name without indicating the Servicer’s or Subservicer’s, as applicable, representative capacity, or (ii) knowingly take any action with the intent to, or which actually does cause, the Depositor and/or the TrusteeTrustee to be registered to do business in any state. (b) Subject to Section 3.09(b), upon the direction of the Servicer, shall promptly execute such documents and deliver them to the Servicer. In 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 timely payment of taxes and assessments on the Mortgaged Properties relating to the Mortgage Loans it servicesProperties, which advances shall be Servicing Advances shall be reimbursable in the first instance from related collections the collection from the Mortgagors pursuant to Section 3.093.09(b), and further as provided in Section 3.11. The costs Any cost incurred by the Servicer, if any, Servicer or by Subservicers in effecting the timely payments payment of taxes and assessments on the a Mortgaged Properties and related insurance premiums Property shall not, for the purpose of calculating monthly distributions to the Certificateholders, not be added to the Stated Principal Balances unpaid principal balance of the related Mortgage LoansLoan, notwithstanding that the terms of such Mortgage Loans Loan so permit. The relationship . (c) Notwithstanding anything in this Agreement to the contrary, the Servicer may not make any future advances with respect to a Mortgage Loan (except as provided in Section 4.01) and except as provided in Section 3.07(a), the Servicer shall not (i) permit any modification with respect to any Mortgage Loan that would change the Mortgage Rate, reduce or increase the principal balance (except for reductions resulting from actual payments of principal) or change the final maturity date on such Mortgage Loan (except for a reduction of interest payments resulting from the application of the Servicer Servicemembers Civil Relief Act or any similar state statutes) or (and ii) permit any modification, waiver or amendment of any successor term of any Mortgage Loan that would both (A) effect an exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or final, temporary or proposed Treasury regulations promulgated thereunder) and (B) cause any REMIC formed hereby to fail to qualify as a REMIC under the Code or the imposition of any tax on “prohibited transactions” or “contributions after the startup day” under the REMIC Provisions. (d) The Servicer as servicer may delegate its responsibilities under this Agreement) to ; provided, however, that no such delegation shall release the Trustee Servicer from the responsibilities or liabilities arising under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agentAgreement.

Servicer to Service Mortgage Loans. For and on behalf of the CertificateholdersSecurityholders, the Servicer shall service and administer the Mortgage Loans, all Loans in accordance with the terms of this Agreement, Customary Servicing Procedures, applicable law Agreement and the terms customary and usual standards of the Mortgage Notes and Mortgagespractice of prudent mortgage loan servicers. In connection with such servicing and administration, the Servicer shall have full power and authority, acting alone and/or through Subservicers as provided in Section 3.023.2, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration includingadministration, including but not limited to, the power and authority, subject to the terms hereof, hereof (ai) to execute and deliver, on behalf of the Certificateholders Securityholders and the TrusteeIssuer, customary consents or waivers and other instruments and documents, (bii) to consent, with respect to the Mortgage Loans it services, consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (ciii) to collect any Insurance Proceeds and other Liquidation Proceeds relating to the Mortgage Loans it servicesProceeds, and (div) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that the Servicer shall not take any action that is inconsistent with or prejudices the interests of the Trust Estate or the Securityholders in any Mortgage Loan it servicesor the rights and interests of the Depositor, the Issuer, the Indenture Trustee and the Securityholders under this Agreement. The Servicer shall represent and protect the interests of the Trust Estate in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan and shall Loan; 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, the Servicer may not make or permit any modification, waiver or amendment of any term of modification with respect to any Mortgage Loan, except as provided pursuant to Section 3.21. Without limiting the generality of the foregoing, the Servicer, in its own name or in the name of any Subservicer or the Depositor and the TrusteeIssuer, is hereby authorized and empowered by the Depositor Depositor, the Issuer and the Indenture Trustee, when the Servicer or any Subservicer, as the case may be, believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Issuer, the Indenture Trustee, the Depositor, the Certificateholders Securityholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, discharge and all other comparable instruments, with respect to the Mortgage Loans it servicesLoans, and with respect to the related Mortgaged Properties held for the benefit of the CertificateholdersSecurityholders. The Servicer shall prepare and deliver to the Depositor and/or the Indenture Trustee such documents requiring execution and delivery by either or both of them as are necessary or appropriate to enable the Servicer to service and administer the Mortgage Loans it services to the extent that the Servicer is not permitted to execute and deliver such documents pursuant to the preceding sentence. Upon receipt of such documents, the Depositor and/or the Trustee, upon the direction of the Servicer, Indenture Trustee shall promptly execute such documents and deliver them to the Servicer. In accordance with the standards of the preceding paragraph, the Servicer shall advance or cause to be advanced funds make Servicing Advances as necessary for the purpose of effecting the payment of taxes and assessments on the Mortgaged Properties relating to the Mortgage Loans it servicesProperties, which Servicing Advances advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.093.6, and further as provided in Section 3.113.8. The costs incurred by the Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums shall not, for the purpose of calculating monthly payments to the Noteholders and distributions to the Certificateholders, be added to the Stated Principal Balances of the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. The relationship Upon request of the Servicer, the Indenture Trustee and the Custodian shall furnish the Servicer with any powers of attorney necessary or appropriate to enable Servicer to execute in the name of the Indenture Trustee or the Custodian, as applicable, all documents reasonably required to perform the servicing functions described in this Article 3. In no event shall the Indenture Trustee be liable for the acts or omissions of the Servicer (and of or any successor to other Person. The Indenture Trustee shall not be responsible for monitoring or supervising the Servicer as servicer under this Agreement) to the Trustee under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agentServicer.

Servicer to Service Mortgage Loans. For and on behalf of the Certificateholders, the Servicer shall service and administer the Mortgage Loans, all Loans in accordance with the terms of this Agreement, Customary Servicing Procedures, applicable law Agreement and the terms of the Mortgage Notes and Mortgages. In connection with such servicing and administration, the Servicer shall have full power and authority, acting alone and/or through Subservicers as provided in Section 3.02, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration including, but not limited to, the power and authority, subject to the terms hereof, (a) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (b) to consent, with respect to the Mortgage Loans it services, to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (c) to collect any Insurance Proceeds and other Liquidation Proceeds relating to the Mortgage Loans it services, and (d) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan it servicesServicing Standard. The Servicer shall represent and protect the interests of the Trust in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan and shall not make or permit any modification, waiver waiver, or amendment of any term of any Mortgage Loan, except Loan that would cause any REMIC created under this Agreement to fail to qualify as provided pursuant to Section 3.21a REMIC or result in the imposition of any tax under section 860F(a) or section 860G(d) of the Code. Without limiting the generality of the foregoing, the Servicer, in its own name or in the name of any Subservicer or the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, when the Servicer or any Subservicer, as the case may be, believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders Certificateholders, or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans it servicesLoans, and with respect to the related Mortgaged Properties held for the benefit of the Certificateholders. The Servicer shall prepare and deliver to the Depositor and/or or the Trustee such any documents requiring execution and delivery by either or both of them as are necessary or appropriate to enable the Servicer to service and administer the Mortgage Loans it services to the extent that the Servicer is not permitted to execute and deliver such documents pursuant to the preceding sentence. Upon receipt of such the documents, the Depositor and/or or the Trustee, upon Trustee shall execute the direction of the Servicer, shall promptly execute such documents and deliver them to the Servicer. The Servicer further is authorized and empowered by the Trustee, on behalf of the Certificateholders and the Trustee, in its own name when the Servicer believes it appropriate in its best judgment to register any Mortgage Loan on the MERS(R) System, or cause the removal from the registration of any Mortgage Loan on the MERS(R) System, to execute and deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Trustee and its successors and assigns. In accordance with and to the standards extent of the preceding paragraphServicing Standard, the Servicer shall advance or cause funds necessary to be advanced funds as necessary for the purpose of effecting effect the payment of taxes and assessments on the Mortgaged Properties relating to the Mortgage Loans it servicesProperties, which Servicing Advances advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.093.07, and further as provided in Section 3.113.09. The costs incurred by the Servicer, if any, Servicer in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balances of the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. The relationship Nothing in this Agreement to the contrary shall limit the Servicer from undertaking any legal action that it may deem appropriate with respect to the Mortgage Loans including, without limitation, any rights or causes of actions arising out of the Servicer (and origination of any successor to the Servicer as servicer under this Agreement) to the Trustee under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agentMortgage Loans.

Servicer to Service Mortgage Loans. For and on behalf of the Certificateholders, the Servicer shall service and administer the Mortgage Loans, all Loans in accordance with the terms of this Agreement, Customary Servicing Procedures, applicable law Agreement and the terms customary and usual standards of the Mortgage Notes and Mortgagespractice of prudent mortgage loan servicers. In connection with such servicing and administration, the Servicer shall have full power and authority, acting alone and/or through Subservicers as provided in Section 3.023.2 hereof, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration includingadministration, including but not limited to, the power and authority, subject to the terms hereof, hereof (ai) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (bii) to consent, with respect to the Mortgage Loans it services, consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (ciii) to collect any Insurance Proceeds and other Liquidation Proceeds relating to the Mortgage Loans it servicesProceeds, and (div) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that the Servicer shall not take any action that is inconsistent with or prejudices the interests of the Trust Fund or the Certificateholders in any Mortgage Loan it servicesor the rights and interests of the Depositor, the Trustee and the Certificateholders under this Agreement. The Servicer shall represent and protect the interests of the Trust Fund in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan and shall Loan, provided, however, that unless (x) the Mortgagor is in default with respect to the Mortgage Loan, or such default is, in the judgment of the Servicer, imminent or (y) in the absence of default or imminent default, any such waiver, modification, postponement or indulgence would not make or cause an Adverse REMIC Event, the Servicer may not permit any modification, waiver or amendment of any term of modification with respect to any Mortgage Loan, except as provided pursuant to Section 3.21. Without limiting the generality of the foregoing, the Servicer, in its own name or in the name of any Subservicer or the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, when the Servicer or any Subservicer, as the case may be, believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, discharge and all other comparable instruments, with respect to the Mortgage Loans it servicesLoans, and with respect to the related Mortgaged Properties held for the benefit of the Certificateholders. The Servicer shall prepare and deliver to the Depositor and/or the Trustee such documents requiring execution and delivery by either or both of them as are necessary or appropriate to enable the Servicer to service and administer the Mortgage Loans it services to the extent that the Servicer is not permitted to execute and deliver such documents pursuant to the preceding sentence. Upon receipt of such documents, the Depositor and/or the Trustee, upon the direction of the Servicer, Trustee shall promptly execute such documents and deliver them to the Servicer. In accordance with the standards of the preceding paragraph, the Servicer shall advance or cause to be advanced funds make Servicing Advances as necessary for the purpose of effecting the payment of taxes and assessments on the Mortgaged Properties relating to the Mortgage Loans it servicesProperties, which Servicing Advances advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.093.6 hereof, and further as provided in Section 3.113.8 hereof. The costs incurred by the Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balances of the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. The relationship Upon request of the Servicer (Servicer, the Trustee and of any successor to the Custodian shall furnish the Servicer as servicer under this Agreement) with any powers of attorney necessary or appropriate to enable the Servicer to execute in the name of the Trustee under or the Custodian, as applicable, all documents reasonably required to perform the servicing functions described in this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agentArticle 3.

Servicer to Service Mortgage Loans. For and on behalf of the Certificateholders, the Servicer shall service and administer the Mortgage Loans, all Loans in accordance with the terms of this Agreement, Customary Accepted Servicing Procedures, applicable law and the terms of the Mortgage Notes and MortgagesPractices. In connection with such servicing and administration, the Servicer shall have full power and authority, acting alone and/or through Subservicers subservicers as provided in Section 3.023.02 hereof, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration includingadministration, including but not limited to, the power and authority, subject to the terms hereof, hereof (ai) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (bii) to consent, with respect to the Mortgage Loans it services, consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (ciii) to collect any Insurance Proceeds and other Liquidation Proceeds relating to the Mortgage Loans it services, and (div) subject to Section 3.12(a), to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that, subject to Section 6.03, the Servicer shall not take any action that is inconsistent with or prejudices the interests of the Trust Fund or the Certificateholders in any Mortgage Loan serviced by it servicesunder this Agreement or the rights and interests of the other parties to this Agreement except as otherwise required by this Agreement or by law. The Servicer shall represent and protect the interests interest of the Trust Fund in the same manner as it currently protects its own interests interest in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan and shall not make or permit any modification, waiver or amendment of any term of any Mortgage LoanLoan which would cause any of the REMICs provided for herein to fail to qualify as a REMIC or result in the imposition of any tax under Section 860G(a) or 860G(d) of the Code, except as but in any case not in any manner that is a lesser standard than that provided pursuant to in the first sentence of this Section 3.213.01. Without limiting the generality of the foregoing, the Servicer, in its own name or in the name of any Subservicer or the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, when the Servicer or any Subservicer, as the case may be, believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, discharge and all other comparable instruments, with respect to the Mortgage Loans it servicesLoans, and with respect to the related Mortgaged Properties held for the benefit of the Certificateholders. The Servicer shall prepare and deliver to the Depositor and/or the Trustee such documents requiring execution and delivery by either any or both all of them as are necessary or appropriate to enable the Servicer to service and administer the Mortgage Loans it services to the extent that the Servicer is not permitted to execute and deliver such documents pursuant to the preceding sentenceLoans, including without limitation, any powers of attorney. Upon receipt of such documents, the Depositor and/or the Trustee, upon the direction of the Servicer, Trustee shall promptly execute such documents and deliver them to the Servicer. 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 relating to the Mortgage Loans it services, which Servicing Advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.09, and further as provided in Section 3.11. The costs incurred by the Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balances of the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. The relationship of the Servicer (and of any successor to the Servicer as servicer under this Agreement) to the Trustee under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent.

Servicer to Service Mortgage Loans. For and on behalf of the Certificateholders, the Servicer shall service and administer the Mortgage Loans, all Loans in accordance with the terms of this Agreement, Customary Accepted Servicing Procedures, applicable law and the terms of the Mortgage Notes and MortgagesPractices. In connection with such servicing and administration, the Servicer shall have full power and authority, acting alone and/or through Subservicers subservicers as provided in Section 3.023.02 hereof, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration includingadministration, including but not limited to, the power and authority, subject to the terms hereof, hereof (ai) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (bii) to consent, with respect to the Mortgage Loans it services, consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (ciii) to collect any Insurance Proceeds and other Liquidation Proceeds relating to the Mortgage Loans it services, and (div) subject to Section 3.12(a), to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that, subject to Section 6.03, the Servicer shall not take any action that is inconsistent with or prejudices the interests of the Trust Fund or the Certificateholders in any Mortgage Loan serviced by it servicesunder this Agreement or the rights and interests of the other parties to this Agreement except as otherwise required by this Agreement or by law. The Servicer shall represent and protect the interests interest of the Trust Fund in the same manner as it currently protects its own interests interest in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan and Loan, but in any case not in any manner that is a lesser standard than that provided in the first sentence of this Section 3.01. The Servicer shall not make or permit any modification, waiver or amendment of any term of any Mortgage Loan, except Loan which would cause any of the REMICs provided for herein to fail to qualify as provided pursuant to a REMIC or result in the imposition of any tax under Section 3.21860G(a) or 860G(d) of the Code. Without limiting the generality of the foregoing, the Servicer, in its own name or in the name of any Subservicer or the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, when the Servicer or any Subservicer, as the case may be, believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, discharge and all other comparable instruments, with respect to the Mortgage Loans it servicesLoans, and with respect to the related Mortgaged Properties held for the benefit of the Certificateholders. The Servicer shall prepare and deliver to the Depositor and/or the Trustee such documents requiring execution and delivery by either any or both all of them as are necessary or appropriate to enable the Servicer to service and administer the Mortgage Loans it services to Loans. If reasonably required by the extent that Servicer, the Trustee shall furnish the Servicer is not permitted with a power of attorney in the form attached hereto as Exhibit J and execute such other documents delivered to execute it by the Servicer that are necessary or appropriate to enable the Servicer to carry out its servicing and deliver such documents pursuant to the preceding sentenceadministrative duties under this Agreement. Upon receipt of such documents, the Depositor and/or the Trustee, upon the direction of the Servicer, Trustee shall promptly execute such documents and deliver them to the Servicer. In accordance The Trustee shall have no liability with the standards respect to any misuse of the preceding paragraph, such power of attorney and shall be indemnified by the Servicer shall advance for any costs, liabilities or cause to be advanced funds as necessary for the purpose of effecting the payment of taxes and assessments on the Mortgaged Properties relating to the Mortgage Loans it services, which Servicing Advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.09, and further as provided in Section 3.11. The costs expenses incurred by the Servicer, if any, Trustee in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balances of the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. The relationship of the Servicer (and of any successor to the Servicer as servicer under this Agreement) to the Trustee under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agentconnection therewith.

Servicer to Service Mortgage Loans. For and on behalf of the Certificateholders, the The Servicer shall service and administer the Mortgage Loans, all in accordance with the terms of this Agreement, Customary Servicing Procedures, applicable law Loans and the terms of the Mortgage Notes and Mortgages. In connection with such servicing and administration, the Servicer shall have full power and authority, acting alone and/or or through Subservicers Sub-Servicers as provided in Section 3.025.02, to do or cause to be done any and all things that which it may deem necessary or desirable in connection with such servicing and administration includingadministration, but not limited toall in accordance with Accepted Servicing Practices. Without limiting the generality of the foregoing, the Servicer in its own name or in the name of a Sub-Servicer shall, pursuant to a power and authorityof attorney granted hereby by the Trustee for such purposes, subject to when the terms hereofServicer or the Sub-Servicer, (a) as the case may be, believes it appropriate in its best judgment, to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (b) to consent, with respect to the Mortgage Loans it services, to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (c) to collect any Insurance Proceeds and other Liquidation Proceeds relating to the Mortgage Loans it services, and (d) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan it services. The Servicer shall represent and protect the interests of the Trust in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan and shall not make or permit any modification, waiver or amendment of any term of any Mortgage Loan, except as provided pursuant to Section 3.21. Without limiting the generality of the foregoing, the Servicer, in its own name or in the name of any Subservicer or the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, when the Servicer or any Subservicer, as the case may be, believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders Trustee or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, discharge and all other comparable instruments, with respect to the Mortgage Loans it services, and with respect to the related Mortgaged Properties held for Properties; provided, however, that subject to the benefit provisions of this paragraph, the Servicer may allow a modification with respect to a Mortgage Loan if the Servicer would take such action in the ordinary course of its business if it were the owner of the CertificateholdersMortgage Loan. The Servicer will indemnify the Trustee for any misuse of such power of attorney provided hereunder. The Servicer may agree to a modification of any Mortgage Loan (the “Relevant Mortgage Loan”) upon the request of the related Mortgagor, provided that (i) the modification is in lieu of a refinancing and the Mortgage Rate on the Relevant Mortgage Loan, as modified, is approximately a prevailing market rate of newly-originated mortgage loans having similar terms, (ii) the aggregate of the adjusted bases of all Modified Mortgage Loans (including the Relevant Mortgage Loans) plus the aggregate adjusted bases of any assets that are not qualified mortgages or permitted investments under Section 860G(a) of the Code that are assets of the Trust Fund established hereunder at all times on any day is less than one percent of the aggregate of the adjusted bases of all assets of the Trust Fund (including such Modified Mortgage Loans) on such day, and (iii) the Servicer purchases the Relevant Mortgage Loan from the Trust Fund as described below. Effective immediately after such modification, and, in any event, on the same Business Day on which the modification occurs, all right, title and interest of the Trustee in and to the Modified Mortgage Loan shall automatically be deemed transferred and assigned to the Servicer and all benefits and burdens of ownership thereof, including without limitation the right to accrued interest thereon from and including the date of modification and the risk of default thereon, shall pass to the Servicer. To confirm such transfer and assignment, the Servicer, as servicer hereunder, as soon as practicable shall execute an instrument of assignment of the Modified Mortgage Loan without recourse in customary form to the Servicer in its individual capacity. The Servicer shall prepare deposit the Purchase Price for any Modified Mortgage Loan in the Collection Account pursuant to Section 5.08. Upon receipt by the Trustee of written notification of any such deposit signed by a Servicing Officer, the Trustee shall release to the Servicer the related Mortgage File and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as shall be necessary more fully to vest in the Servicer any Modified Mortgage Loan previously transferred and assigned pursuant thereto. Notwithstanding anything herein to the Depositor and/or contrary, the Servicer shall not make or permit any modification of a Mortgage Loan that would cause any REMIC Pool to fail to qualify as a REMIC for federal income tax purposes or that would result in the imposition of any material tax under Section 860F(a) or Section 860G(d) of the Code. The Servicer shall furnish to the Trustee for execution and redelivery to the Servicer or, at the request of the Servicer, a Sub-Servicer, such documents requiring execution and delivery by either or both of them as are necessary or appropriate to enable the Servicer to service and administer the Mortgage Loans and the Trustee shall not be responsible for the Servicer’s application thereof. The Servicer agrees to remain eligible as either a FNMA or FHLMC seller/servicer, or both, for so long as it services to the extent that is Servicer. All Servicing Advances made by the Servicer is not permitted to execute and deliver such documents pursuant to the preceding sentence. Upon receipt of such documents, the Depositor and/or the Trustee, upon the direction of the Servicer, shall promptly execute such documents and deliver them to the Servicer. 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 in effecting the timely payment of taxes taxes, insurance and assessments on the Mortgaged Properties relating properties subject to the Mortgage Loans it services, which Servicing Advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.09, and further as provided in Section 3.11. The costs incurred by the Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balances of amount owing under the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans Loan so permit. The relationship of , and such Servicing Advances shall be recoverable by the Servicer (and of any successor to the Servicer as servicer under this Agreement) to the Trustee under this Agreement is intended extent permitted by the parties to be that of an independent contractor Sections 5.09 and not that of a joint venturer, partner or agent5.23.

Servicer to Service Mortgage Loans. For and on behalf of the Certificateholders, the Servicer shall service and administer the Mortgage Loans, all Loans in accordance with the terms of this Agreement, Customary Accepted Servicing Procedures, applicable law and the terms of the Mortgage Notes and MortgagesPractices. In connection with such servicing and administration, the Servicer shall have full power and authority, acting alone and/or through Subservicers subservicers as provided in Section 3.023.02 hereof, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration includingadministration, including but not limited to, the power and authority, subject to the terms hereof, hereof (ai) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (bii) to consent, with respect to the Mortgage Loans it services, consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (ciii) to collect any Insurance Proceeds and other Liquidation Proceeds relating to the Mortgage Loans it services, and (div) subject to Section 3.12(a), to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that, subject to Section 6.03, the Servicer shall not take any action that is inconsistent with or prejudices the interests of the Trust Fund or the Certificateholders in any Mortgage Loan serviced by it servicesunder this Agreement or the rights and interests of the other parties to this Agreement except as otherwise required by this Agreement or by law. The Servicer shall represent and protect the interests interest of the Trust Fund in the same manner as it currently protects its own interests interest in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan and Loan, but in any case not in any manner that is a lesser standard than that provided in the first sentence of this Section 3.01. Notwithstanding anything in this Agreement to the contrary, the Servicer shall not make or permit any modification, waiver or amendment of any term of any Mortgage Loan, except Loan which would cause any of the REMICs provided for herein to fail to qualify as provided pursuant to a REMIC or result in the imposition of any tax under Section 3.21860G(a) or 860G(d) of the Code. Without limiting the generality of the foregoing, the Servicer, in its own name or in the name of any Subservicer or the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, when the Servicer or any Subservicer, as the case may be, believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, discharge and all other comparable instruments, with respect to the Mortgage Loans it servicesLoans, and with respect to the related Mortgaged Properties held for the benefit of the Certificateholders. The Servicer shall prepare and deliver to the Depositor and/or the Trustee such documents requiring execution and delivery by either any or both all of them as are necessary or appropriate to enable the Servicer to service and administer the Mortgage Loans it services to Loans. If reasonably required by the extent that Servicer, the Trustee shall furnish the Servicer is not permitted with a reasonable number of powers of attorney in the form attached hereto as Exhibit J and execute such other documents delivered to execute it by the Servicer that are necessary or appropriate to enable the Servicer to carry out its servicing and deliver such documents pursuant to the preceding sentenceadministrative duties under this Agreement. Upon receipt of such documents, the Depositor and/or the Trustee, upon the direction of the Servicer, Trustee shall promptly execute such documents and deliver them to the Servicer. In accordance The Trustee shall have no liability with the standards respect to any misuse of the preceding paragraph, such power of attorney and shall be indemnified by the Servicer shall advance for any costs, liabilities or cause to be advanced funds as necessary for the purpose of effecting the payment of taxes and assessments on the Mortgaged Properties relating to the Mortgage Loans it services, which Servicing Advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.09, and further as provided in Section 3.11. The costs expenses incurred by the Servicer, if any, Trustee in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balances of the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. The relationship of the Servicer (and of any successor to the Servicer as servicer under this Agreement) to the Trustee under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agentconnection therewith.

Servicer to Service Mortgage Loans. For and on behalf of the Certificateholders, the Servicer shall service and administer the Mortgage Loans, all including without limitation, any powers of attorney, in accordance with the terms of this Agreement, Customary Accepted Servicing Procedures, applicable law and the terms of the Mortgage Notes and MortgagesPractices. In connection with such servicing and administration, the Servicer shall have full power and authority, acting alone and/or through Subservicers as provided in Section 3.023.02 hereof, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration includingadministration, including but not limited to, the power and authority, subject to the terms hereof, hereof (ai) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (bii) to consent, with respect to the Mortgage Loans it services, consent to transfers of any Mortgaged Property (or the stock allocated to a dwelling unit related to a Co-op Loan) and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (ciii) to collect any Insurance Proceeds and other Liquidation Proceeds relating to the Mortgage Loans it services, and (div) subject to Section 3.12(a), to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property (or the stock allocated to a dwelling unit related to a Co-op Loan) securing any Mortgage Loan; provided that, subject to Section 6.03, the Servicer shall not take any action that is inconsistent with or prejudices the interests of the Trust Fund or the Certificateholders in any Mortgage Loan serviced by it servicesunder this Agreement or the rights and interests of the other parties to this Agreement except as otherwise required by this Agreement or by law. The Servicer shall not make or permit any modification, waiver or amendment of any term of any Mortgage Loan which would cause any of the REMICs provided for herein to fail to qualify as a REMIC or result in the imposition of any tax under Section 860G(a) or 860G(d) of the Code. The Servicer shall represent and protect the interests interest of the Trust Fund in the same manner as it currently protects its own interests interest in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan and shall not make or permit any modification, waiver or amendment of any term of any Mortgage Loan, except as but in any case not in any manner that is a lesser standard than that provided pursuant to in the first sentence of this Section 3.213.01. Without limiting the generality of the foregoing, the Servicer, in its own name or in the name of any Subservicer or the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, when the Servicer or any Subservicer, as the case may be, believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, subordinations and all other comparable instruments, with respect to the Mortgage Loans it servicesLoans, and with respect to the related Mortgaged Properties held for the benefit of the Certificateholders. The Servicer shall prepare and deliver to the Depositor and/or the Trustee such documents requiring execution and delivery by either any or both all of them as are necessary or appropriate to enable the Servicer to service and administer the Mortgage Loans it services to the extent that the Servicer is not permitted to execute and deliver such documents pursuant to the preceding sentenceLoans, including without limitation, any powers of attorney. Upon receipt of such documents, the Depositor and/or the Trustee, upon the direction of the Servicer, Trustee shall promptly execute such documents and deliver them to the Servicer. In accordance with For purposes of this Section 3.01, the standards Trustee hereby grants to the Servicer a limited power of attorney substantially in the form of Exhibit P to execute and file any and all documents necessary to fulfill the obligations of the preceding paragraphServicer under this Section 3.01. The Trustee shall deliver powers of attorney in the form attached hereto as Exhibit P to the Servicer promptly after the Closing Date and additional powers of attorney promptly after request therefor by the Servicer. The Trustee shall not be responsible for and the Servicer shall indemnify the Trustee for any misuse by the Servicer of any power of attorney. Notwithstanding anything contained herein to the contrary, the Servicer shall advance not without the Trustee's written consent, hire or cause procure counsel to be advanced funds as necessary for the purpose of effecting the payment of taxes and assessments on the Mortgaged Properties relating to the Mortgage Loans it services, which Servicing Advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.09, and further as provided in Section 3.11. The costs incurred by the Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balances of the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. The relationship of the Servicer (and of any successor to the Servicer as servicer under this Agreement) to represent the Trustee under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent.without indicating its representative capacity

Servicer to Service Mortgage Loans. For and on behalf of the Certificateholders, the The Servicer shall service and administer the Mortgage Loans, all in accordance with the terms of this Agreement, Customary Servicing Procedures, applicable law Loans and the terms of the Mortgage Notes and Mortgages. In connection with such servicing and administration, the Servicer shall have full power and authority, acting alone and/or or through Subservicers Sub-Servicers as provided in Section 3.025.02, to do or cause to be done any and all things that which it may deem necessary or desirable in connection with such servicing and administration includingadministration, but not limited toall in accordance with Accepted Servicing Practices. Without limiting the generality of the foregoing, the Servicer in its own name or in the name of a Sub-Servicer shall, pursuant to a power and authorityof attorney granted hereby by the Trustee for such purposes, subject to when the terms hereofServicer or the Sub-Servicer, (a) as the case may be, believes it appropriate in its best judgment, to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (b) to consent, with respect to the Mortgage Loans it services, to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (c) to collect any Insurance Proceeds and other Liquidation Proceeds relating to the Mortgage Loans it services, and (d) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan it services. The Servicer shall represent and protect the interests of the Trust in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan and shall not make or permit any modification, waiver or amendment of any term of any Mortgage Loan, except as provided pursuant to Section 3.21. Without limiting the generality of the foregoing, the Servicer, in its own name or in the name of any Subservicer or the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, when the Servicer or any Subservicer, as the case may be, believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders Trustee or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, discharge and all other comparable instruments, with respect to the Mortgage Loans it services, and with respect to the related Mortgaged Properties held for Properties; provided, however, that subject to the benefit provisions of this paragraph, the Servicer may allow a modification with respect to a Mortgage Loan if the Servicer would take such action in the ordinary course of its business if it were the owner of the CertificateholdersMortgage Loan. The Servicer may agree to a modification of any Mortgage Loan (the "Relevant Mortgage Loan") upon the request of the related Mortgagor, provided that (i) the modification is in lieu of a refinancing and the Mortgage Rate on the Relevant Mortgage Loan, as modified, is approximately a prevailing market rate of newly-originated mortgage loans having similar terms, (ii) the aggregate of the adjusted bases of all Modified Mortgage Loans (including the Relevant Mortgage Loans) plus the aggregate adjusted bases of any assets that are not qualified mortgages or permitted investments under Section 860G(a) of the Code that are assets of the Trust Fund established hereunder at all times on any day is less than one percent of the aggregate of the adjusted bases of all assets of the Trust Fund (including such Modified Mortgage Loans) on such day, and (iii) the Servicer purchases the Relevant Mortgage Loan from the Trust Fund as described below. Effective immediately after such modification, and, in any event, on the same Business Day on which the modification occurs, all right, title and interest of the Trustee in and to the Modified Mortgage Loan shall automatically be deemed transferred and assigned to the Servicer and all benefits and burdens of ownership thereof, including without limitation the right to accrued interest thereon from and including the date of modification and the risk of default thereon, shall pass to the Servicer. To confirm such transfer and assignment, the Servicer, as servicer hereunder, as soon as practicable shall execute an instrument of assignment of the Modified Mortgage Loan without recourse in customary form to the Servicer in its individual capacity. The Servicer shall prepare deposit the Purchase Price for any Modified Mortgage Loan in the Collection Account pursuant to Section 5.08. Upon receipt by the Trustee of written notification of any such deposit signed by a Servicing Officer, the Trustee shall release to the Servicer the related Mortgage File and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as shall be necessary more fully to vest in the Servicer any Modified Mortgage Loan previously transferred and assigned pursuant thereto. The Servicer shall furnish to the Depositor and/or Trustee for execution and redelivery to the Trustee Servicer or, at the request of the Servicer, a Sub-Servicer, such documents requiring execution and delivery by either or both of them as are necessary or appropriate to enable the Servicer to service and administer the Mortgage Loans and the Trustee shall not be responsible for the Servicer's application thereof. The Servicer agrees to remain eligible as either a FNMA or FHLMC seller/servicer, or both, for so long as it services to the extent that is Servicer. All Servicing Advances made by the Servicer is not permitted to execute and deliver such documents pursuant to the preceding sentence. Upon receipt of such documents, the Depositor and/or the Trustee, upon the direction of the Servicer, shall promptly execute such documents and deliver them to the Servicer. 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 in effecting the timely payment of taxes taxes, insurance and assessments on the Mortgaged Properties relating properties subject to the Mortgage Loans it services, which Servicing Advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.09, and further as provided in Section 3.11. The costs incurred by the Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balances of amount owing under the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans Loan so permit. The relationship of , and such Servicing Advances shall be recoverable by the Servicer (and of any successor to the Servicer as servicer under this Agreement) to the Trustee under this Agreement is intended extent permitted by the parties to be that of an independent contractor Sections 5.09 and not that of a joint venturer, partner or agent5.23.

Servicer to Service Mortgage Loans. For and on behalf of the Certificateholders, the Servicer shall service and administer the Mortgage Loans, all Loans in accordance with the terms of this Agreement, Customary Accepted Servicing Procedures, applicable law and the terms of the Mortgage Notes and MortgagesPractices. In connection with such servicing and administration, the Servicer shall have full power and authority, acting alone and/or through Subservicers subservicers as provided in Section 3.023.02 hereof, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration includingadministration, including but not limited to, the power and authority, subject to the terms hereof, hereof (ai) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (bii) to consent, with respect to the Mortgage Loans it services, consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (ciii) to collect any Insurance Proceeds and other Liquidation Proceeds relating to the Mortgage Loans it services, and (div) subject to Section 3.12(a), to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that, subject to Section 6.03, the Servicer shall not take any action that is inconsistent with or prejudices the interests of the Trust Fund or the Certificateholders in any Mortgage Loan serviced by it servicesunder this Agreement or the rights and interests of the other parties to this Agreement. The Servicer shall represent and protect the interests interest of the Trust Fund in the same manner as it currently protects its own interests interest in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan and shall not make or permit any modification, waiver or amendment of any term of any Mortgage LoanLoan which would cause the Trust Fund to fail to qualify as a REMIC or result in the imposition of any tax under Section 860G(a) or 860G(d) of the Code, except as but in any case not in any manner that is a lesser standard than that provided pursuant to in the first sentence of this Section 3.213.01. Without limiting the generality of the foregoing, the Servicer, in its own name or in the name of any Subservicer or the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, when the Servicer or any Subservicer, as the case may be, believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, discharge and all other comparable instruments, with respect to the Mortgage Loans it servicesLoans, and with respect to the related Mortgaged Properties held for the benefit of the Certificateholders. The Servicer shall prepare and deliver to the Depositor and/or the Trustee such documents requiring execution and delivery by either any or both all of them as are necessary or appropriate to enable the Servicer to service and administer the Mortgage Loans it services to the extent that the Servicer is not permitted to execute and deliver such documents pursuant to the preceding sentenceLoans, including without limitation, any powers of attorney. Upon receipt of such documents, the Depositor and/or the Trustee, upon the direction of the Servicer, Trustee shall promptly execute such documents and deliver them to the Servicer. 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 relating to the Mortgage Loans it servicesProperties, which Servicing Advances advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.093.06, and further as provided in Section 3.113.08. The All costs incurred by the Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balances of Balance under the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. The relationship Servicer shall deliver a list of the Servicer (and of any successor to the Servicer as servicer under this Agreement) Servicing Officers to the Trustee under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agentClosing Date.

Servicer to Service Mortgage Loans. (a) For and on behalf of the Certificateholders, the Servicer shall service and administer the Mortgage Loans, all Loans in accordance with the terms of this AgreementAgreement and the respective Mortgage Loans and, Customary to the extent consistent with such terms, in the same manner in which it services and administers similar mortgage loans for its own portfolio, giving due consideration to customary and usual standards of practice of mortgage lenders and loan servicers administering similar mortgage loans but without regard to: (i) any relationship that the Servicer, any Subservicer or any Affiliate of the Servicer or any Subservicer may have with the related Mortgagor; (ii) the ownership or non-ownership of any Certificate by the Servicer or any Affiliate of the Servicer; (iii) the Servicer's obligation to make P&I Advances or Servicing ProceduresAdvances; or (iv) the Servicer's or any Subservicer's right to receive compensation for its services hereunder or with respect to any particular transaction. To the extent consistent with the foregoing, applicable law if the Servicer shall seek to maximize the timely and complete recovery of principal and interest on the Mortgage Notes. Subject only to the above-described servicing standards and the terms of this Agreement and of the respective Mortgage Notes and Mortgages. In connection with such servicing and administrationLoans, the Servicer shall have full power and authority, acting alone and/or or through Subservicers as provided in Section 3.02, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration including, but not limited to, the power and authority, subject to the terms hereof, (a) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents which it may deem necessary or waivers and other instruments and documents, (b) to consent, with respect to the Mortgage Loans it services, to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (c) to collect any Insurance Proceeds and other Liquidation Proceeds relating to the Mortgage Loans it services, and (d) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan it services. The Servicer shall represent and protect the interests of the Trust in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan and shall not make or permit any modification, waiver or amendment of any term of any Mortgage Loan, except as provided pursuant to Section 3.21desirable. Without limiting the generality of the foregoing, the Servicer, Servicer in its own name or in the name of any a Subservicer or the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, Trustee when the Servicer or any Subservicer, as the case may be, believes it appropriate in its reasonable judgmentbest judgment in accordance with Accepted Servicing Practices, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any of them, deliver any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans it servicesand 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 with respect to the related Mortgaged Properties hold or cause to be held for the benefit title to such properties, on behalf of the CertificateholdersTrustee. The Servicer shall prepare be responsible for preparing and deliver recording all lien releases and mortgage satisfactions in accordance with state and local regulations, and shall be responsible for all expenses in connection therewith if not paid by the Mortgagor if permitted by applicable law and the related Mortgage Loan Documents (except if such expense would constitute a Servicing Advance) and all other consequences resulting from its failure to fully discharge such obligation. The Servicer shall service and administer the Mortgage Loans in accordance with applicable state and federal law and shall provide to the Depositor and/or Mortgagors any reports required to be provided to them thereby. The Servicer shall also comply in the performance of this Agreement with all reasonable rules and requirements of each insurer under any standard hazard insurance policy. Subject to Section 3.16, the Trustee shall execute, at the written request of the Servicer, and furnish to the Servicer and any Subservicer such documents requiring execution and delivery by either or both of them provided to the Trustee as are necessary or appropriate to enable the Servicer or any Subservicer to service carry out their servicing and administer administrative duties hereunder, and the Mortgage Loans it services Trustee hereby grants to the Servicer, and this Agreement shall constitute, a power of attorney to carry out such duties including a power of attorney to take title to Mortgaged Properties after foreclosure on behalf of the Trustee. The Trustee shall execute a separate power of attorney, substantially in the form attached as Exhibit W, in favor of the Servicer for the purposes described herein to the extent that necessary or desirable to enable the Servicer is to perform its duties hereunder. The Trustee shall not permitted to execute and deliver be liable for the actions of the Servicer or any Subservicers under such documents pursuant powers of attorney. Notwithstanding anything contained herein to the preceding sentence. Upon receipt of contrary, no Servicer or Subservicer shall without the Trustee's consent: (i) initiate any action, suit or proceeding solely under the Trustee's name without indicating such documentsServicer's or Subservicer's, as applicable, representative capacity, or (ii) take any action with the intent to, or which actually does cause, the Depositor and/or the TrusteeTrustee to be registered to do business in any state. (b) Subject to Section 3.09(b), upon the direction of the Servicer, shall promptly execute such documents and deliver them to the Servicer. In 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 timely payment of taxes and assessments on the Mortgaged Properties relating to the Mortgage Loans it servicesProperties, which advances shall be Servicing Advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.093.09(b), and further as provided in Section 3.11. The costs Any cost incurred by the Servicer, if any, Servicer or by Subservicers in effecting the timely payments payment of taxes and assessments on the a Mortgaged Properties and related insurance premiums Property shall not, for the purpose of calculating monthly distributions to the Certificateholders, not be added to the Stated Principal Balances unpaid principal balance of the related Mortgage LoansLoan, notwithstanding that the terms of such Mortgage Loans Loan so permit. The relationship . (c) Notwithstanding anything in this Agreement to the contrary, the Servicer may not make any future advances with respect to a Mortgage Loan (except as provided in Section 4.01 and except for Servicing Advances) and, except with respect to any Mortgage Loan in default or as to which default is reasonably foreseeable in the judgment of the Servicer, the Servicer shall not (and i) permit any modification with respect to any Mortgage Loan that would change the Mortgage Rate, reduce or increase the principal balance (except for reductions resulting from actual payments of principal) or change the final maturity date on such Mortgage Loan (except for a reduction of interest payments resulting from the application of the Servicemembers Civil Relief Act or any similar state statutes), (ii) permit any modification, waiver or amendment of any successor term of any Mortgage Loan that would both (A) effect an exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or final, temporary or proposed Treasury regulations promulgated thereunder) and (B) cause any Trust REMIC to fail to qualify as a REMIC under the Code or the imposition of any tax on "prohibited transactions" or "contributions after the startup day" under the REMIC Provisions, or (iii) except as provided in Section 3.07(a), waive any Prepayment Charges. In addition to the foregoing, in the event that any Mortgage Loan is in default or, in the judgment of the Servicer, a default is reasonable foreseeable, the Servicer as servicer may accept payment from the related Mortgagor of an amount less than the unpaid principal balance of such Mortgage Loan in final satisfaction thereof, if in the Servicer's determination such action is not materially adverse to the interests of the Certificateholders (taking into account any estimated Realized Loss that might result absent such action). (d) The Servicer may delegate its responsibilities under this Agreement) to ; provided, however, that no such delegation shall release the Trustee Servicer from the responsibilities or liabilities arising under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agentAgreement.

Servicer to Service Mortgage Loans. For and on behalf of the CertificateholdersCertificateholders and the NIMS Insurer, if any, the Servicer shall service and administer the Mortgage Loans, all Loans in accordance with the terms of this Agreement, Customary Servicing Procedures, applicable law Agreement and the terms of the Mortgage Notes and MortgagesServicing Standard. In connection with such servicing and administration, the Servicer shall have full power and authority, acting alone and/or through Subservicers subservicers as provided in Section 3.023.2 hereof, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration includingadministration, including but not limited to, the power and authority, subject to the terms hereof, hereof (ai) to execute and deliver, on behalf of the Certificateholders Certificateholders, the NIMS Insurer, if any, and the Trustee, customary consents or waivers and other instruments and documents, (bii) to consent, with respect to the Mortgage Loans it services, consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (ciii) to collect any Insurance Proceeds and other Liquidation Proceeds relating to the Mortgage Loans it servicesProceeds, and (div) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that the Servicer shall not take any action that is inconsistent with or prejudices the interests of the Trust Fund or the Certificateholders and the NIMS Insurer, if any, in any Mortgage Loan it servicesor the rights and interests of the Depositor, the Trustee and the Certificateholders under this Agreement. The Servicer shall represent and protect the interests of the Trust Fund (or the Trustee on behalf of the Trust Fund) in full compliance with the same manner as it protects its own interests in mortgage loans in its own portfolio Servicing Standard in any claim, proceeding or litigation regarding a Mortgage Loan and shall Loan, provided, however, that unless (x) the Mortgagor is in default with respect to the Mortgage Loan, or such default is, in the judgment of the Servicer, imminent or (y) in the absence of default or imminent default, any such waiver, modification, postponement or indulgence would not make or cause an Adverse REMIC Event, the Servicer may not permit any modification, waiver or amendment of any term of modification with respect to any Mortgage Loan, except as provided pursuant to Section 3.21. Without limiting the generality of the foregoing, the Servicer, in its own name or Servicer in the name of any Subservicer or the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, when the Servicer or any Subservicer, as the case may be, believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders Certificateholders, the NIMS Insurer, if any, or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, discharge and all other comparable instruments, with respect to the Mortgage Loans it servicesLoans, and with respect to the related Mortgaged Properties held for the benefit of the Certificateholders. The Servicer shall prepare Certificateholders and deliver to the Depositor and/or the Trustee such documents requiring execution and delivery by either or both of them as are necessary or appropriate to enable the Servicer to service and administer the Mortgage Loans it services to the extent that the Servicer is not permitted to execute and deliver such documents pursuant to the preceding sentence. Upon receipt of such documentsNIMS Insurer, the Depositor and/or the Trustee, upon the direction of the Servicer, shall promptly execute such documents and deliver them to the Servicerif any. In accordance with the standards of the preceding paragraphServicing Standard, the Servicer shall advance or cause to be advanced funds make Servicing Advances as necessary for the purpose of effecting the payment of taxes and assessments on the Mortgaged Properties relating to the Mortgage Loans it servicesProperties, which Servicing Advances advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.093.6 hereof, and further as provided in Section 3.113.8 hereof. The costs incurred by the Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Unpaid Principal Balances of the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. The relationship Trustee shall execute powers of attorney in the Servicer (and form of any successor Exhibit M attached hereto provided to it by the Servicer as servicer under this Agreement) are necessary or appropriate to enable the Servicer to execute in the name of the Trustee under or the Custodian, as applicable, all documents reasonably required to perform the servicing functions described in this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agentArticle III.

Servicer to Service Mortgage Loans. For and on behalf of the Certificateholders, the Servicer shall service and administer the Mortgage Loans, all Loans in accordance with the terms of this Agreement, Customary Agreement and with Accepted Servicing Procedures, applicable law and the terms of the Mortgage Notes and MortgagesPractices. In connection with such servicing and administration, the Servicer shall have full power and authority, acting alone and/or through Subservicers as provided in Section 3.023.02 hereof, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration includingadministration, including but not limited to, the power and authority, subject to the terms hereof, hereof (ai) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (bii) to consent, with respect to the Mortgage Loans it services, consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (ciii) to collect any Insurance Proceeds and other Liquidation Proceeds relating to the Mortgage Loans it services, and (div) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan, provided that the Servicer shall not take any action that is inconsistent with or prejudices the interests of the Trust Fund or the Certificateholders in any Mortgage Loan it servicesor the rights and interests of the Depositor, the Trustee or the Certificateholders under this Agreement. The Servicer shall represent and protect the interests of the Trust Fund in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan Loan, and shall not make or permit any modification, waiver or amendment of any term Mortgage Loan which would cause any REMIC hereunder to fail to qualify as a REMIC or result in the imposition of any Mortgage Loan, except as provided pursuant to tax under Section 3.21860F(a) or Section 860G(d) of the Code. Without limiting the generality of the foregoing, the Servicer, in its own name or in the name of any Subservicer or the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, when the Servicer or any Subservicer, as the case may be, believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, discharge and all other comparable instruments, with respect to the Mortgage Loans it servicesLoans, and with respect to the related Mortgaged Properties held for the benefit of the Certificateholders. The Servicer shall prepare and deliver to the Depositor and/or the Trustee such documents requiring execution and delivery by either or both of them as are necessary or appropriate to enable the Servicer to service and administer the Mortgage Loans it services to the extent that the Servicer is not permitted to execute and deliver such documents pursuant to the preceding sentence. Upon receipt of such documents, the Depositor and/or the Trustee, upon the direction of the Servicer, Trustee shall promptly execute such documents and deliver them to the Servicer. 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 relating to the Mortgage Loans it servicesProperties, which advances shall constitute Servicing Advances and shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.093.06, and further as provided in Section 3.113.09. The costs incurred by the Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balances of the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. With respect to the Mortgage Loans, the Servicer agrees that, with respect to the Mortgagors of such Mortgage Loans, the Servicer for each Mortgage Loan shall fully furnish, 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 relationship Servicer hereby acknowledges that, to the extent the Servicer has previously serviced some or all of the Servicer (and of any successor Mortgage Loans pursuant to another servicing agreement, the Servicer as servicer under this Agreement) to the Trustee under provisions contained in this Agreement is intended by shall supersede the parties to be that of an independent contractor and not that of a joint venturer, partner or agentprovisions contained in such other servicing agreement.

Servicer to Service Mortgage Loans. (a) For and on behalf of the Certificateholders, the Servicer shall service and administer the Mortgage Loans, all Loans in accordance with the terms of this AgreementAgreement and the respective Mortgage Loans and, Customary to the extent consistent with such terms, in the same manner in which it services and administers similar mortgage loans for its own portfolio, giving due consideration to customary and usual standards of practice of mortgage lenders and loan servicers administering similar mortgage loans but without regard to: (i) any relationship that the Servicer, any Subservicer or any Affiliate of the Servicer or any Subservicer may have with the related Mortgagor; (ii) the ownership or non-ownership of any Certificate by the Servicer or any Affiliate of the Servicer; (iii) the Servicer's obligation to make P&I Advances or Servicing ProceduresAdvances; or (iv) the Servicer's or any Subservicer's right to receive compensation for its services hereunder or with respect to any particular transaction. To the extent consistent with the foregoing, applicable law the Servicer shall seek to maximize the timely and complete recovery of principal and interest on the Mortgage Notes. Subject only to the above-described servicing standards and the terms of this Agreement and of the respective Mortgage Notes and Mortgages. In connection with such servicing and administrationLoans, the Servicer shall have full power and authority, acting alone and/or or through Subservicers as provided in Section 3.02, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration including, but not limited to, the power and authority, subject to the terms hereof, (a) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents which it may deem necessary or waivers and other instruments and documents, (b) to consent, with respect to the Mortgage Loans it services, to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (c) to collect any Insurance Proceeds and other Liquidation Proceeds relating to the Mortgage Loans it services, and (d) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan it services. The Servicer shall represent and protect the interests of the Trust in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan and shall not make or permit any modification, waiver or amendment of any term of any Mortgage Loan, except as provided pursuant to Section 3.21desirable. Without limiting the generality of the foregoing, the Servicer, Servicer in its own name or in the name of any a Subservicer or the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, Trustee when the Servicer or any Subservicer, as the case may be, believes it appropriate in its reasonable judgmentbest judgment in accordance with the servicing standards set forth above, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any of them, deliver any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans it servicesand 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 with respect to the related Mortgaged Properties hold or cause to be held for the benefit title to such properties, on behalf of the CertificateholdersTrustee. The Servicer shall prepare service and deliver administer the Mortgage Loans in accordance with applicable state and federal law and shall provide to the Depositor and/or Mortgagors any reports required to be provided to them thereby. The Servicer covenants that its computer and other systems used in servicing the Mortgage Loans operate in a manner such that the Servicer can service the Mortgage Loans in accordance with the terms of this Pooling and Servicing Agreement. The Servicer shall also comply in the performance of this Agreement with all reasonable rules and requirements of each insurer under any standard hazard insurance policy. Subject to Section 3.16, the Trustee shall execute, at the written request of the Servicer, and furnish to the Servicer and any Subservicer such documents requiring execution and delivery by either or both of them provided to the Trustee as are necessary or appropriate to enable the Servicer or any Subservicer to service carry out their servicing and administer administrative duties hereunder, and the Mortgage Loans it services Trustee hereby grants to the Servicer, and this Agreement shall constitute, a power of attorney to carry out such duties including a power of attorney to take title to Mortgaged Properties after foreclosure on behalf of the Trustee. The Trustee shall execute a separate power of attorney in favor of the Servicer for the purposes described herein to the extent that necessary or desirable to enable the Servicer is to perform its duties hereunder. The Trustee shall not permitted to execute and deliver be liable for the actions of the Servicer or any Subservicers under such documents pursuant powers of attorney. Notwithstanding anything contained herein to the preceding sentence. Upon receipt of such documentscontrary, neither the Servicer nor any Subservicer shall without the Trustee's consent: (i) initiate any action, suit or proceeding solely under the Trustee's name without indicating the Servicer's or Subservicer's, as applicable, representative capacity, or (ii) take any action with the intent to, or which actually does cause, the Depositor and/or the TrusteeTrustee to be registered to do business in any state. (b) Subject to Section 3.09(b) hereof, upon the direction of the Servicer, shall promptly execute such documents and deliver them to the Servicer. In 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 timely payment of taxes and assessments on the Mortgaged Properties relating to the Mortgage Loans it servicesProperties, which advances shall be Servicing Advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.093.09(b), and further as provided in Section 3.11. The costs Any cost incurred by the Servicer, if any, Servicer or by Subservicers in effecting the timely payments payment of taxes and assessments on the a Mortgaged Properties and related insurance premiums Property shall not, for the purpose of calculating monthly distributions to the Certificateholders, not be added to the Stated Principal Balances unpaid principal balance of the related Mortgage LoansLoan, notwithstanding that the terms of such Mortgage Loans Loan so permit. The relationship . (c) Notwithstanding anything in this Agreement to the contrary, the Servicer may not make any future advances with respect to a Mortgage Loan (except as provided in Section 4.01) and the Servicer shall not (i) permit any modification with respect to any Mortgage Loan that would change the Mortgage Rate, reduce or increase the principal balance (except for reductions resulting from actual payments of principal) or change the final maturity date on such Mortgage Loan (except for a reduction of interest payments resulting from the application of the Servicer Soldiers' and Sailors' Relief Act of 1940, as amended, or any similar state statutes) or (and ii) permit any modification, waiver or amendment of any successor term of any Mortgage Loan that would both (A) effect an exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or final, temporary or proposed Treasury regulations promulgated thereunder) and (B) cause either the Upper Tier REMIC or the Lower Tier 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 day" under the REMIC Provisions, or (iii) except as provided in Section 3.07(a), waive any Prepayment Charges. (d) The Servicer as servicer may delegate its responsibilities under this Agreement) to ; provided, however, that no such delegation shall release the Trustee Servicer from the responsibilities or liabilities arising under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agentAgreement.

Servicer to Service Mortgage Loans. For and on behalf of the CertificateholdersCertificateholders and the Certificate Insurer, the Servicer shall service and administer the Mortgage Loans, all Loans in accordance with the terms of this Agreement, Customary Servicing Procedures, applicable law Agreement and the terms of the Mortgage Notes and Mortgages. In connection with such servicing and administration, the Servicer shall have full power and authority, acting alone and/or through Subservicers as provided in Section 3.02, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration including, but not limited to, the power and authority, subject to the terms hereof, (a) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (b) to consent, with respect to the Mortgage Loans it services, to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (c) to collect any Insurance Proceeds and other Liquidation Proceeds relating to the Mortgage Loans it services, and (d) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan it servicesServicing Standard. The Servicer shall represent and protect the interests of the Trust in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan and shall not make or permit any modification, waiver waiver, or amendment of any term of any Mortgage Loan, except Loan that would cause the Trust Fund to fail to qualify as provided pursuant to a REMIC or result in the imposition of any tax under Section 3.21860F(a) or Section 860G(d) of the Code. Without limiting the generality of the foregoing, the Servicer, in its own name or in the name of any Subservicer or the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, when the Servicer or any Subservicer, as the case may be, believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders Certificateholders, or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans it servicesLoans, and with respect to the related Mortgaged Properties held for the benefit of the Certificateholders. The Servicer shall prepare and deliver to the Depositor and/or or the Trustee such any documents requiring execution and delivery by either or both of them as are necessary or appropriate to enable the Servicer to service and administer the Mortgage Loans it services to the extent that the Servicer is not permitted to execute and deliver such documents pursuant to the preceding sentence. Upon receipt of such the documents, the Depositor and/or or the Trustee, upon Trustee shall execute the direction of the Servicer, shall promptly execute such documents and deliver them to the Servicer. The Servicer further is authorized and empowered by the Trustee, on behalf of the Certificateholders and the Trustee, in its own name, when the Servicer believes it appropriate in its best judgment to register any Mortgage Loan on the MERS® System, or cause the removal from the registration of any Mortgage Loan on the MERS® System, to execute and deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Trustee and its successors and assigns. In accordance with and to the standards extent of the preceding paragraphServicing Standard, the Servicer shall advance or cause funds necessary to be advanced funds as necessary for the purpose of effecting effect the payment of taxes and assessments on the Mortgaged Properties relating to the Mortgage Loans it servicesProperties, which Servicing Advances advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.093.07, and further as provided in Section 3.113.09. The costs incurred by the Servicer, if any, Servicer in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balances of the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. The relationship of Servicer is obligated to make required Advances on the Servicer (and of any successor to the Servicer as servicer under this Agreement) to the Trustee under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agentMortgage Loans only until each related Mortgage Loan becomes 120 days delinquent.

Servicer to Service Mortgage Loans. (a) For and on behalf of the Certificateholders, the Servicer shall service and administer the Mortgage Loans, all Loans in accordance with the terms of this AgreementAgreement and the respective Mortgage Loans, Customary to the extent consistent with such terms, in compliance with all applicable federal, state and local laws, and in the same manner in which it services and administers similar mortgage loans for its own portfolio, giving due consideration to customary and usual standards of practice of mortgage lenders and loan servicers administering similar mortgage loans but without regard to: (i) any relationship that the Servicer, any Subservicer or any Affiliate of the Servicer or any Subservicer may have with the related Mortgagor; (ii) the ownership or non-ownership of any Certificate by the Servicer or any Affiliate of the Servicer; (iii) the Servicer's obligation to make P&I Advances or Servicing ProceduresAdvances; or (iv) the Servicer's or any Subservicer's right to receive compensation for its services hereunder or with respect to any particular transaction. To the extent consistent with the foregoing, applicable law the Servicer shall seek to maximize the timely and complete recovery of principal and interest on the related Mortgage Notes. Subject only to the above-described servicing standards and the terms of this Agreement and of the respective Mortgage Notes and Mortgages. In connection with such servicing and administrationLoans, the Servicer shall have full power and authority, acting alone and/or or through Subservicers as provided in Section 3.02, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration including, but not limited to, the power and authority, subject to the terms hereof, (a) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents which it may deem necessary or waivers and other instruments and documents, (b) to consent, with respect to the Mortgage Loans it services, to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (c) to collect any Insurance Proceeds and other Liquidation Proceeds relating to the Mortgage Loans it services, and (d) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan it services. The Servicer shall represent and protect the interests of the Trust in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan and shall not make or permit any modification, waiver or amendment of any term of any Mortgage Loan, except as provided pursuant to Section 3.21desirable. Without limiting the generality of the foregoing, the Servicer, Servicer in its own name or in the name of any a Subservicer or the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, Trustee when the Servicer or any Subservicer, as the case may be, believes it appropriate in its reasonable judgmentbest judgment in accordance with Accepted Servicing Practices, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any of them, deliver any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans it servicesand 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 with respect to the related Mortgaged Properties hold or cause to be held for the benefit title to such properties, on behalf of the CertificateholdersTrustee and in the name of the Trust. The Servicer shall prepare service and deliver administer the Mortgage Loans in accordance with applicable state and federal law and shall provide to the Depositor and/or Mortgagors any reports required to be provided to them thereby. The Servicer shall also comply in the performance of this Agreement with all reasonable rules and requirements of each insurer under any standard hazard insurance policy. Subject to Section 3.16, the Trustee shall execute, at the written request of the Servicer, and furnish to the Servicer and any Subservicer such documents requiring execution and delivery by either or both of them as are necessary or appropriate to enable the Servicer or any Subservicer to service carry out their servicing and administer administrative duties hereunder, and the Mortgage Loans Trustee hereby grants to the Servicer, and this Agreement shall constitute, a power of attorney to carry out such duties including a power of attorney to take title to Mortgaged Properties after foreclosure on behalf of the Trustee and in the name of the Trust. The Trustee shall execute any power of attorney furnished to it services by the Servicer in favor of the Servicer for the purposes described herein to the extent that necessary or desirable to enable the Servicer is to perform its duties hereunder. The Trustee shall not permitted to execute and deliver such documents pursuant to be liable for the preceding sentence. Upon receipt of such documents, the Depositor and/or the Trustee, upon the direction actions of the ServicerServicer or any Subservicers under such powers of attorney. (b) Subject to Section 3.09(b), shall promptly execute such documents and deliver them to the Servicer. In 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 timely payment of taxes and assessments on the Mortgaged Properties relating to the Mortgage Loans it servicesProperties, which advances shall be Servicing Advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.093.09(b), and further as provided in Section 3.11. The costs Any cost incurred by the Servicer, if any, Servicer or by Subservicers in effecting the timely payments payment of taxes and assessments on the a Mortgaged Properties and related insurance premiums Property shall not, for the purpose of calculating monthly distributions to the Certificateholders, not be added to the Stated Principal Balances unpaid principal balance of the related Mortgage LoansLoan, notwithstanding that the terms of such Mortgage Loans Loan so permit. The relationship . (c) Notwithstanding anything in this Agreement to the contrary, the Servicer may not make any future advances with respect to a Mortgage Loan (except as provided in Section 4.01) and the Servicer shall not (i) permit any modification with respect to any Mortgage Loan that would change the Mortgage Interest Rate, reduce or increase the principal balance (except for reductions resulting from actual payments of principal) or change the final maturity date on such Mortgage Loan (except for (A) a reduction of interest or principal payments resulting from the application of the Servicer Servicemembers Civil Relief Act or any similar state statutes or (and B) as provided in Section 3.07(a), if the Mortgagor is in default with respect to the Mortgage Loan or such default is, in the judgment of the Servicer, reasonably foreseeable) or (ii) permit any modification, waiver or amendment of any successor term of any Mortgage Loan that would both (A) effect an exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or final, temporary or proposed Treasury regulations promulgated thereunder) and (B) cause any Trust REMIC to fail to qualify as a REMIC under the Code or the imposition of any tax on "prohibited transactions" or "contributions after the start-up day" under the REMIC Provisions, or (iii) except as provided in Section 3.07(a), waive any Prepayment Premiums. (d) The Servicer as servicer may delegate its responsibilities under this Agreement) to ; provided, however, that no such delegation shall release the Trustee Servicer from the responsibilities or liabilities arising under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agentAgreement.

Servicer to Service Mortgage Loans. (a) For and on behalf of the Certificateholders, the Servicer shall service and administer the Mortgage Loans, all Loans in accordance with the terms of this AgreementAgreement and the respective Mortgage Loans and, Customary to the extent consistent with such terms, in the same manner in which it services and administers similar mortgage loans for its own portfolio, giving due consideration to customary and usual standards of practice of mortgage lenders and loan servicers administering similar mortgage loans but without regard to: (i) any relationship that the Servicer, any Subservicer or any Affiliate of the Servicer or any Subservicer may have with the related Mortgagor; (ii) the ownership or non-ownership of any Certificate by the Servicer or any Affiliate of the Servicer; (iii) the Servicer's obligation to make P&I Advances or Servicing ProceduresAdvances; or (iv) the Servicer's or any Subservicer's right to receive compensation for its services hereunder or with respect to any particular transaction. To the extent consistent with the foregoing, applicable law if the Servicer shall seek to maximize the timely and complete recovery of principal and interest on the Mortgage Notes. Subject only to the above-described servicing standards and the terms of this Agreement and of the respective Mortgage Notes and Mortgages. In connection with such servicing and administrationLoans, the Servicer shall have full power and authority, acting alone and/or or through Subservicers as provided in Section 3.02, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration including, but not limited to, the power and authority, subject to the terms hereof, (a) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents which it may deem necessary or waivers and other instruments and documents, (b) to consent, with respect to the Mortgage Loans it services, to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (c) to collect any Insurance Proceeds and other Liquidation Proceeds relating to the Mortgage Loans it services, and (d) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan it services. The Servicer shall represent and protect the interests of the Trust in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan and shall not make or permit any modification, waiver or amendment of any term of any Mortgage Loan, except as provided pursuant to Section 3.21desirable. Without limiting the generality of the foregoing, the Servicer, Servicer in its own name or in the name of any a Subservicer or the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, Trustee when the Servicer or any Subservicer, as the case may be, believes it appropriate in its reasonable judgmentbest judgment in accordance with Accepted Servicing Practices, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any of them, deliver any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans it servicesand 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 with respect to the related Mortgaged Properties hold or cause to be held for the benefit title to such properties, on behalf of the CertificateholdersTrustee. The Servicer shall prepare be responsible for preparing and deliver recording all lien releases and mortgage satisfactions in accordance with state and local regulations, and shall be responsible for all expenses in connection therewith if not paid by the Mortgagor if permitted by applicable law and the related Mortgage Loan Documents (except if such expense would constitute a Servicing Advance) and all other consequences resulting from its failure to fully discharge such obligation. The Servicer shall service and administer the Mortgage Loans in accordance with applicable state and federal law and shall provide to the Depositor and/or Mortgagors any reports required to be provided to them thereby. The Servicer shall also comply in the performance of this Agreement with all reasonable rules and requirements of each insurer under any standard hazard insurance policy. Subject to Section 3.16, the Trustee shall execute, at the written request of the Servicer, and furnish to the Servicer and any Subservicer such documents requiring execution and delivery by either or both of them provided to the Trustee as are necessary or appropriate to enable the Servicer or any Subservicer to service carry out their servicing and administer administrative duties hereunder, and the Mortgage Loans Trustee hereby grants to the Servicer, and this Agreement shall constitute, a power of attorney to carry out such duties including a power of attorney to take title to Mortgaged Properties after foreclosure on behalf of the Trustee. The Trustee shall execute a separate power of attorney, furnished to it services by the Servicer, in favor of the Servicer for the purposes described herein to the extent that necessary or desirable to enable the Servicer is to perform its duties hereunder. The Trustee shall not permitted to execute and deliver such documents pursuant to be liable for the preceding sentence. Upon receipt of such documents, the Depositor and/or the Trustee, upon the direction actions of the ServicerServicer or any Subservicers under such powers of attorney. (b) Subject to Section 3.09(b), shall promptly execute such documents and deliver them to the Servicer. In 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 timely payment of taxes and assessments on the Mortgaged Properties relating to the Mortgage Loans it servicesProperties, which advances shall be Servicing Advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.093.09(b), and further as provided in Section 3.11. The costs Any cost incurred by the Servicer, if any, Servicer or by Subservicers in effecting the timely payments payment of taxes and assessments on the a Mortgaged Properties and related insurance premiums Property shall not, for the purpose of calculating monthly distributions to the Certificateholders, not be added to the Stated Principal Balances unpaid principal balance of the related Mortgage LoansLoan, notwithstanding that the terms of such Mortgage Loans Loan so permit. The relationship . (c) Notwithstanding anything in this Agreement to the contrary, the Servicer may not make any future advances with respect to a Mortgage Loan (except as provided in Section 4.01) and the Servicer shall not (i) permit any modification with respect to any Mortgage Loan that would change the Mortgage Rate, reduce or increase the principal balance (except for reductions resulting from actual payments of principal) or change the final maturity date on such Mortgage Loan (except for a reduction of interest payments resulting from the application of the Servicer Servicemembers Civil Relief Act or any similar state statutes) or (and ii) permit any modification, waiver or amendment of any successor term of any Mortgage Loan that would both (A) effect an exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or final, temporary or proposed Treasury regulations promulgated thereunder) and (B) cause any Trust REMIC to fail to qualify as a REMIC under the Code or the imposition of any tax on "prohibited transactions" or "contributions after the startup day" under the REMIC Provisions, or (iii) except as provided in Section 3.07(a), waive any Prepayment Charges. (d) The Servicer as servicer may delegate its responsibilities under this Agreement) to ; provided, however, that no such delegation shall release the Trustee Servicer from the responsibilities or liabilities arising under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agentAgreement.

Servicer to Service Mortgage Loans. (a) For and on behalf of the Certificateholders, the Servicer shall service and administer the Mortgage Loans, all Loans in accordance with the terms of this AgreementAgreement and the respective Mortgage Loans and, Customary to the extent consistent with such terms, in the same manner in which it services and administers similar mortgage loans for its own portfolio, giving due consideration to customary and usual standards of practice of prudent mortgage lenders and loan servicers administering similar mortgage loans but without regard to: (i) any relationship that the Servicer, any Subservicer or any Affiliate of the Servicer or any Subservicer may have with the related Mortgagor; (ii) the ownership or non-ownership of any Certificate by the Servicer or any Affiliate of the Servicer; (iii) the Servicer's obligation to make P&I Advances or Servicing ProceduresAdvances; or (iv) the Servicer's or any Subservicer's right to receive compensation for its services hereunder or with respect to any particular transaction. To the extent consistent with the foregoing, applicable law the Servicer shall seek to maximize the timely and complete recovery of principal and interest on the Mortgage Notes. Subject only to the above-described servicing standards and the terms of this Agreement and of the respective Mortgage Notes and Mortgages. In connection with such servicing and administrationLoans, the Servicer shall have full power and authority, acting alone and/or or through Subservicers as provided in Section 3.02, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration including, but not limited to, the power and authority, subject to the terms hereof, (a) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents which it may deem necessary or waivers and other instruments and documents, (b) to consent, with respect to the Mortgage Loans it services, to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (c) to collect any Insurance Proceeds and other Liquidation Proceeds relating to the Mortgage Loans it services, and (d) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan it services. The Servicer shall represent and protect the interests of the Trust in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan and shall not make or permit any modification, waiver or amendment of any term of any Mortgage Loan, except as provided pursuant to Section 3.21desirable. Without limiting the generality of the foregoing, the Servicer, Servicer in its own name or in the name of any a Subservicer or the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, Trustee when the Servicer or any Subservicer, as the case may be, believes it appropriate in its reasonable judgmentbest judgment in accordance with the servicing standards set forth above, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any of them, deliver any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans it servicesand 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 with respect to the related Mortgaged Properties hold or cause to be held for the benefit title to such properties, on behalf of the CertificateholdersTrustee. The Servicer shall prepare service and deliver administer the Mortgage Loans in accordance with applicable state and federal law and shall provide to the Depositor and/or Mortgagors any reports required to be provided to them thereby. The Servicer covenants that its computer and other systems used in servicing the Mortgage Loans operate in a manner such that the Servicer can service the Mortgage Loans in accordance with the terms of this Agreement. The Servicer shall also comply in the performance of this Agreement with all reasonable rules and requirements of each insurer under any standard hazard insurance policy. Subject to Section 3.15, the Trustee shall execute, at the written request of the Servicer, and furnish, or cause to be furnished, to the Servicer and any Subservicer such documents requiring execution and delivery by either or both of them as are necessary or appropriate to enable the Servicer or any Subservicer to service carry out their servicing and administer administrative duties hereunder, and the Mortgage Loans it services Trustee hereby grants to the Servicer, and this Agreement shall constitute, a power of attorney to carry out such duties including a power of attorney to take title to Mortgaged Properties after foreclosure on behalf of the Trustee. The Trustee shall execute a separate power of attorney in favor of the Servicer for the purposes described herein to the extent that necessary or desirable to enable the Servicer is to perform its duties hereunder. The Trustee shall not permitted to execute and deliver such documents pursuant to be liable for the preceding sentence. Upon receipt of such documents, the Depositor and/or the Trustee, upon the direction actions of the ServicerServicer or any Subservicers under such powers of attorney. (b) Subject to Section 3.09(b), shall promptly execute such documents and deliver them to the Servicer. In 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 timely payment of taxes and assessments on the Mortgaged Properties relating to the Mortgage Loans it servicesProperties, which advances shall be Servicing Advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.093.09(b), and further as provided in Section 3.11. The costs Any cost incurred by the Servicer, if any, Servicer or by Subservicers in effecting the timely payments payment of taxes and assessments on the a Mortgaged Properties and related insurance premiums Property shall not, for the purpose of calculating monthly distributions to the Certificateholders, not be added to the Stated Principal Balances unpaid principal balance of the related Mortgage LoansLoan, notwithstanding that the terms of such Mortgage Loans Loan so permit. The relationship . (c) Notwithstanding anything in this Agreement to the contrary, the Servicer may not make any future advances with respect to a Mortgage Loan (except as provided in Section 4.01) and the Servicer shall not (i) permit any modification with respect to any Mortgage Loan that would change the Mortgage Rate, reduce or increase the principal balance (except for reductions resulting from actual payments of principal) or change the final maturity date on such Mortgage Loan (except for a reduction of interest payments resulting from the application of the Servicer Servicemembers Civil Relief Act or any similar state statutes) or (and ii) permit any modification, waiver or amendment of any successor term of any Mortgage Loan that would both (A) effect an exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or final, temporary or proposed Department of the Treasury regulations promulgated thereunder) and (B) cause any REMIC created hereunder to fail to qualify as a REMIC under the Code or the imposition of any tax on "prohibited transactions" or "contributions after the startup day" under the REMIC Provisions, or (iii) except as provided in Section 3.07(a), waive any Prepayment Charges. (d) The Servicer as servicer may delegate its responsibilities under this Agreement; provided, however, that no such delegation shall release the Servicer from the responsibilities or liabilities arising under this Agreement. (e) In the event that the Mortgage Loan Documents relating to any Mortgage Loan contain provisions requiring the related Mortgagor to submit to binding arbitration of any disputes arising in connection with such Mortgage Loan, the Servicer shall be entitled to waive any such provisions on behalf of the Trust and to send written notice of such waiver to the Trustee under this Agreement is intended by related Mortgagor, although the parties to be that Mortgagor may still require arbitration of an independent contractor and not that of a joint venturer, partner or agentsuch disputes at its option.

Servicer to Service Mortgage Loans. For and on behalf of the Certificateholders, the The Servicer shall service and administer the Mortgage Loans, all in accordance with the terms of this Agreement, Customary Servicing Procedures, applicable law Loans and the terms of the Mortgage Notes and Mortgages. In connection with such servicing and administration, the Servicer shall have full power and authority, acting alone and/or or through Subservicers Sub-Servicers as provided in Section 3.025.02, to do or cause to be done any and all things that which it may deem necessary or desirable in connection with such servicing and administration includingadministration, but not limited toall in accordance with Accepted Servicing Practices. Without limiting the generality of the foregoing, the Servicer in its own name or in the name of a Sub-Servicer shall, pursuant to a power and authorityof attorney granted hereby by the Trustee for such purposes, subject to when the terms hereofServicer or the Sub-Servicer, (a) as the case may be, believes it appropriate in its best judgment, to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (b) to consent, with respect to the Mortgage Loans it services, to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (c) to collect any Insurance Proceeds and other Liquidation Proceeds relating to the Mortgage Loans it services, and (d) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan it services. The Servicer shall represent and protect the interests of the Trust in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan and shall not make or permit any modification, waiver or amendment of any term of any Mortgage Loan, except as provided pursuant to Section 3.21. Without limiting the generality of the foregoing, the Servicer, in its own name or in the name of any Subservicer or the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, when the Servicer or any Subservicer, as the case may be, believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders Trustee or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, discharge and all other comparable instruments, with respect to the Mortgage Loans it services, and with respect to the related Mortgaged Properties held for Properties; provided, however, that subject to the benefit provisions of this paragraph, the Servicer may allow a modification with respect to a Mortgage Loan if the Servicer would take such action in the ordinary course of its business if it were the owner of the CertificateholdersMortgage Loan. The Servicer may agree to a modification of any Mortgage Loan (the "Relevant Mortgage Loan") upon the request of the related Mortgagor, provided that (i) the modification is in lieu of a refinancing and the Mortgage Rate on the Relevant Mortgage Loan, as modified, is approximately a prevailing market rate of newly-originated mortgage loans having similar terms, (ii) the aggregate of the adjusted bases of all Modified Mortgage Loans (including the Relevant Mortgage Loans) plus the aggregate adjusted bases of any assets that are not qualified mortgages or permitted investments under Section 860G(a) of the Code that are assets of the Trust Fund established hereunder at all times on any day is less than one percent of the aggregate of the adjusted bases of all assets of the Trust Fund (including such Modified Mortgage Loans) on such day, and (iii) the Servicer purchases the Relevant Mortgage Loan from the Trust Fund as described below. Effective immediately after such modification, and, in any event, on the same Business Day on which the modification occurs, all right, title and interest of the Trustee in and to the Modified Mortgage Loan shall automatically be deemed transferred and assigned to the Servicer and all benefits and burdens of ownership thereof, including without limitation the right to accrued interest thereon from and including the date of modification and the risk of default thereon, shall pass to the Servicer. To confirm such transfer and assignment, the Servicer, as servicer hereunder, as soon as practicable shall execute an instrument of assignment of the Modified Mortgage Loan without recourse in customary form to the Servicer in its individual capacity. The Servicer shall prepare deposit the Purchase Price for any Modified Mortgage Loan in the Collection Account pursuant to Section 5.08. Upon receipt by the Trustee of written notification of any such deposit signed by a Servicing Officer, the Trustee shall release to the Servicer the related Mortgage File and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as shall be necessary more fully to vest in the Servicer any Modified Mortgage Loan previously transferred and assigned pursuant thereto. The Servicer shall not make or permit any modification of a Mortgage Loan that would cause any REMIC Pool to fail to qualify as a REMIC for federal income tax purposes or that would result in the imposition of any material tax under Section 860F(a) or Section 860G(d) of the Code. The Servicer shall furnish to the Depositor and/or Trustee for execution and redelivery to the Trustee Servicer or, at the request of the Servicer, a Sub-Servicer, such documents requiring execution and delivery by either or both of them as are necessary or appropriate to enable the Servicer to service and administer the Mortgage Loans and the Trustee shall not be responsible for the Servicer's application thereof. The Servicer agrees to remain eligible as either a FNMA or FHLMC seller/servicer, or both, for so long as it services to the extent that is Servicer. All Servicing Advances made by the Servicer is not permitted to execute and deliver such documents pursuant to the preceding sentence. Upon receipt of such documents, the Depositor and/or the Trustee, upon the direction of the Servicer, shall promptly execute such documents and deliver them to the Servicer. 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 in effecting the timely payment of taxes taxes, insurance and assessments on the Mortgaged Properties relating properties subject to the Mortgage Loans it services, which Servicing Advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.09, and further as provided in Section 3.11. The costs incurred by the Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balances of amount owing under the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans Loan so permit. The relationship of , and such Servicing Advances shall be recoverable by the Servicer (and of any successor to the Servicer as servicer under this Agreement) to the Trustee under this Agreement is intended extent permitted by the parties to be that of an independent contractor Sections 5.09 and not that of a joint venturer, partner or agent5.23.

Servicer to Service Mortgage Loans. (a) For and on behalf of the Certificateholders, the Servicer shall service and administer the Mortgage Loans, all Loans in accordance with the terms of this AgreementAgreement and the respective Mortgage Loans and, Customary to the extent consistent with such terms, in the same manner in which it services and administers similar mortgage loans for its own portfolio, giving due consideration to customary and usual standards of practice of mortgage lenders and loan servicers administering similar mortgage loans but without regard to: (i) any relationship that the Servicer, any Subservicer or any Affiliate of the Servicer or any Subservicer may have with the related Mortgagor; (ii) the ownership or non-ownership of any Certificate by the Servicer or any Affiliate of the Servicer; (iii) the Servicer's obligation to make P&I Advances or Servicing ProceduresAdvances; or (iv) the Servicer's or any Subservicer's right to receive compensation for its services hereunder or with respect to any particular transaction. To the extent consistent with the foregoing, applicable law if the Servicer shall seek to maximize the timely and complete recovery of principal and interest on the Mortgage Notes. Subject only to the above-described servicing standards and the terms of this Agreement and of the respective Mortgage Notes and Mortgages. In connection with such servicing and administrationLoans, the Servicer shall have full power and authority, acting alone and/or or through Subservicers as provided in Section 3.02, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration including, but not limited to, the power and authority, subject to the terms hereof, (a) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents which it may deem necessary or waivers and other instruments and documents, (b) to consent, with respect to the Mortgage Loans it services, to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (c) to collect any Insurance Proceeds and other Liquidation Proceeds relating to the Mortgage Loans it services, and (d) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan it services. The Servicer shall represent and protect the interests of the Trust in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan and shall not make or permit any modification, waiver or amendment of any term of any Mortgage Loan, except as provided pursuant to Section 3.21desirable. Without limiting the generality of the foregoing, the Servicer, Servicer in its own name or in the name of any a Subservicer or the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, Trustee when the Servicer or any Subservicer, as the case may be, believes it appropriate in its reasonable judgmentbest judgment in accordance with Accepted Servicing Practices, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any of them, deliver any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans it servicesand 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 with respect to the related Mortgaged Properties hold or cause to be held for the benefit title to such properties, on behalf of the CertificateholdersTrustee. The Servicer shall prepare be responsible for preparing and deliver recording all lien releases and mortgage satisfactions in accordance with state and local regulations, and shall be responsible for all expenses in connection therewith if not paid by the Mortgagor if permitted by applicable law and the related Mortgage Loan Documents (except if such expense would constitute a Servicing Advance) and all other consequences resulting from its failure to fully discharge such obligation. The Servicer shall service and administer the Mortgage Loans in accordance with applicable state and federal law and shall provide to the Depositor and/or Mortgagors any reports required to be provided to them thereby. The Servicer shall also comply in the performance of this Agreement with all reasonable rules and requirements of each insurer under any standard hazard insurance policy. Subject to Section 3.16, the Trustee shall execute, at the written request of the Servicer, and furnish to the Servicer and any Subservicer such documents requiring execution and delivery by either or both of them provided to the Trustee as are necessary or appropriate to enable the Servicer or any Subservicer to service carry out their servicing and administer administrative duties hereunder, and the Mortgage Loans it services Trustee hereby grants to the Servicer, and this Agreement shall constitute, a power of attorney to carry out such duties including a power of attorney to take title to Mortgaged Properties after foreclosure on behalf of the Trustee. The Trustee shall execute a separate power of attorney, substantially in the form attached as Exhibit V, in favor of the Servicer for the purposes described herein to the extent that necessary or desirable to enable the Servicer is to perform its duties hereunder. The Trustee shall not permitted to execute and deliver be liable for the actions of the Servicer or any Subservicers under such documents pursuant powers of attorney. Notwithstanding anything contained herein to the preceding sentence. Upon receipt of contrary, no Servicer or Subservicer shall without the Trustee's consent: (i) initiate any action, suit or proceeding solely under the Trustee's name without indicating such documentsServicer's or Subservicer's, as applicable, representative capacity, or (ii) take any action with the intent to, or which actually does cause, the Depositor and/or the TrusteeTrustee to be registered to do business in any state. (b) Subject to Section 3.09(b), upon the direction of the Servicer, shall promptly execute such documents and deliver them to the Servicer. In 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 timely payment of taxes and assessments on the Mortgaged Properties relating to the Mortgage Loans it servicesProperties, which advances shall be Servicing Advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.093.09(b), and further as provided in Section 3.11. The costs Any cost incurred by the Servicer, if any, Servicer or by Subservicers in effecting the timely payments payment of taxes and assessments on the a Mortgaged Properties and related insurance premiums Property shall not, for the purpose of calculating monthly distributions to the Certificateholders, not be added to the Stated Principal Balances unpaid principal balance of the related Mortgage LoansLoan, notwithstanding that the terms of such Mortgage Loans Loan so permit. The relationship . (c) Notwithstanding anything in this Agreement to the contrary, the Servicer may not make any future advances with respect to a Mortgage Loan (except as provided in Section 4.01 and except for Servicing Advances) and, except with respect to any Mortgage Loan in default or as to which default is reasonably foreseeable in the judgment of the Servicer, the Servicer shall not (and i) permit any modification with respect to any Mortgage Loan that would change the Mortgage Rate, reduce or increase the principal balance (except for reductions resulting from actual payments of principal) or change the final maturity date on such Mortgage Loan (except for a reduction of interest payments resulting from the application of the Servicemembers Civil Relief Act or any similar state statutes), (ii) permit any modification, waiver or amendment of any successor term of any Mortgage Loan that would both (A) effect an exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or final, temporary or proposed Treasury regulations promulgated thereunder) and (B) cause any Trust REMIC to fail to qualify as a REMIC under the Code or the imposition of any tax on "prohibited transactions" or "contributions after the startup day" under the REMIC Provisions, or (iii) except as provided in Section 3.07(a), waive any Prepayment Charges. In addition to the foregoing, in the event that any Mortgage Loan is in default or, in the judgment of the Servicer, a default is reasonable foreseeable, the Servicer as servicer may accept payment from the related Mortgagor of an amount less than the unpaid principal balance of such Mortgage Loan in final satisfaction thereof, if in the Servicer's determination such action is not materially adverse to the interests of the Certificateholders (taking into account any estimated Realized Loss that might result absent such action). (d) The Servicer may delegate its responsibilities under this Agreement) to ; provided, however, that no such delegation shall release the Trustee Servicer from the responsibilities or liabilities arising under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agentAgreement.

Servicer to Service Mortgage Loans. (a) For and on behalf of the Certificateholders, the Servicer shall service and administer the Mortgage Loans, all Loans in accordance with the terms of this AgreementAgreement and the respective Mortgage Loans and, Customary to the extent consistent with such terms, in the same manner in which it services and administers similar mortgage loans for its own portfolio, giving due consideration to customary and usual standards of practice of mortgage lenders and loan servicers administering similar mortgage loans but without regard to: (i) any relationship that the Servicer, any Subservicer or any Affiliate of the Servicer or any Subservicer may have with the related Mortgagor; (ii) the ownership or non-ownership of any Certificate by the Servicer or any Affiliate of the Servicer; (iii) the Servicer's obligation to make P&I Advances or Servicing ProceduresAdvances; or (iv) the Servicer's or any Subservicer's right to receive compensation for its services hereunder or with respect to any particular transaction. To the extent consistent with the foregoing, applicable law the Servicer shall seek to maximize the timely and complete recovery of principal and interest on the Mortgage Notes. Subject only to the above-described servicing standards and the terms of this Agreement and of the respective Mortgage Notes and Mortgages. In connection with such servicing and administrationLoans, the Servicer shall have full power and authority, acting alone and/or or through Subservicers as provided in Section 3.02, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration including, but not limited to, the power and authority, subject to the terms hereof, (a) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents which it may deem necessary or waivers and other instruments and documents, (b) to consent, with respect to the Mortgage Loans it services, to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (c) to collect any Insurance Proceeds and other Liquidation Proceeds relating to the Mortgage Loans it services, and (d) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan it services. The Servicer shall represent and protect the interests of the Trust in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan and shall not make or permit any modification, waiver or amendment of any term of any Mortgage Loan, except as provided pursuant to Section 3.21desirable. Without limiting the generality of the foregoing, the Servicer, Servicer in its own name or in the name of any a Subservicer or the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, Trustee when the Servicer or any Subservicer, as the case may be, believes it appropriate in its reasonable judgmentbest judgment in accordance with Accepted Servicing Practices, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any of them, deliver any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans it servicesand 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 with respect to the related Mortgaged Properties hold or cause to be held for the benefit title to such properties, on behalf of the CertificateholdersTrustee. The Servicer shall prepare service and deliver administer the Mortgage Loans in accordance with applicable state and federal law and shall provide to the Depositor and/or Mortgagors any reports required to be provided to them thereby. The Servicer covenants that its computer and other systems used in servicing the Mortgage Loans operate in a manner such that the Servicer can service the Mortgage Loans in accordance with the terms of this Pooling and Servicing Agreement. The Servicer shall also comply in the performance of this Agreement with all reasonable rules and requirements of each insurer under any standard hazard insurance policy. Subject to Section 3.16, the Trustee shall execute, at the written request of the Servicer, and furnish to the Servicer and any Subservicer such documents requiring execution and delivery by either or both of them provided to the Trustee as are necessary or appropriate to enable the Servicer or any Subservicer to service carry out their servicing and administer administrative duties hereunder, and the Mortgage Loans it services Trustee hereby grants to the Servicer, and this Agreement shall constitute, a power of attorney to carry out such duties including a power of attorney to take title to Mortgaged Properties after foreclosure on behalf of the Trustee. The Trustee shall execute a separate power of attorney in favor of the Servicer for the purposes described herein to the extent that necessary or desirable to enable the Servicer is to perform its duties hereunder. The Trustee shall not permitted to execute and deliver be liable for the actions of the Servicer or any Subservicers under such documents pursuant powers of attorney. Notwithstanding anything contained herein to the preceding sentence. Upon receipt of such documentscontrary, neither the Servicer nor any Subservicer shall without the Trustee's consent: (i) initiate any action, suit or proceeding solely under the Trustee's name without indicating the Servicer's or Subservicer's, as applicable, representative capacity, or (ii) take any action with the intent to, or which actually does cause, the Depositor and/or the TrusteeTrustee to be registered to do business in any state. (b) Subject to Section 3.09(b), upon the direction of the Servicer, shall promptly execute such documents and deliver them to the Servicer. In 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 timely payment of taxes and assessments on the Mortgaged Properties relating to the Mortgage Loans it servicesProperties, which advances shall be Servicing Advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.093.09(b), and further as provided in Section 3.11. The costs Any cost incurred by the Servicer, if any, Servicer or by Subservicers in effecting the timely payments payment of taxes and assessments on the a Mortgaged Properties and related insurance premiums Property shall not, for the purpose of calculating monthly distributions to the Certificateholders, not be added to the Stated Principal Balances unpaid principal balance of the related Mortgage LoansLoan, notwithstanding that the terms of such Mortgage Loans Loan so permit. The relationship . (c) Notwithstanding anything in this Agreement to the contrary, the Servicer may not make any future advances with respect to a Mortgage Loan (except as provided in Section 4.01) and the Servicer shall not (i) permit any modification with respect to any Mortgage Loan that would change the Mortgage Rate, reduce or increase the principal balance (except for reductions resulting from actual payments of principal) or change the final maturity date on such Mortgage Loan (except for a reduction of interest payments resulting from the application of the Servicer Servicemembers Civil Relief Act or any similar state statutes) or (and ii) permit any modification, waiver or amendment of any successor term of any Mortgage Loan that would both (A) effect an exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or final, temporary or proposed Treasury regulations promulgated thereunder) and (B) cause either the Upper Tier REMIC or the Lower Tier 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 day" under the REMIC Provisions, or (iii) except as provided in Section 3.07(a), waive any Prepayment Charges. (d) The Servicer as servicer may delegate its responsibilities under this Agreement) to ; provided, however, that no such delegation shall release the Trustee Servicer from the responsibilities or liabilities arising under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agentAgreement.

Servicer to Service Mortgage Loans. (a) For and on behalf of the Certificateholders, the Servicer shall service and administer the related Mortgage Loans, all Loans in accordance with the terms of this AgreementAgreement and the respective Mortgage Loans, Customary to the extent consistent with such terms, in compliance with all applicable federal, state and local laws, and in the same manner in which it services and administers similar mortgage loans for its own portfolio, giving due consideration to customary and usual standards of practice of mortgage lenders and loan servicers administering similar mortgage loans but without regard to: (i) any relationship that the Servicer, any Subservicer or any Affiliate of the Servicer or any Subservicer may have with the related Mortgagor; (ii) the ownership or non-ownership of any Certificate by the Servicer or any Affiliate of the Servicer; (iii) the Servicer's obligation to make P&I Advances or Servicing ProceduresAdvances; or (iv) the Servicer's or any Subservicer's right to receive compensation for its services hereunder or with respect to any particular transaction. To the extent consistent with the foregoing, applicable law the Servicer shall seek to maximize the timely and complete recovery of principal and interest on the Mortgage Notes. Subject only to the above described servicing standards and the terms of this Agreement and of the respective Mortgage Notes and Mortgages. In connection with such servicing and administrationLoans, the Servicer shall have full power and authority, acting alone and/or or through Subservicers as provided in Section 3.02, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration including, but not limited to, the power and authority, subject to the terms hereof, (a) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents which it may deem necessary or waivers and other instruments and documents, (b) to consent, with respect to the Mortgage Loans it services, to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (c) to collect any Insurance Proceeds and other Liquidation Proceeds relating to the Mortgage Loans it services, and (d) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan it services. The Servicer shall represent and protect the interests of the Trust in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan and shall not make or permit any modification, waiver or amendment of any term of any Mortgage Loan, except as provided pursuant to Section 3.21desirable. Without limiting the generality of the foregoing, the Servicer, Servicer in its own name or in the name of any Subservicer or the Depositor and the Trustee, solely in its capacity as Trustee for the Trust, or in the name of a Subservicer is hereby authorized and empowered by the Depositor and the Trustee, Trustee when the Servicer or any Subservicer, as the case may be, believes it appropriate in its reasonable judgmentbest judgment in accordance with Accepted Servicing Practices, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any of them, deliver any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans it servicesand 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 with respect to the related Mortgaged Properties hold or cause to be held for the benefit title to such properties, on behalf of the CertificateholdersTrustee and in the name of the Trust. The Servicer shall prepare service and deliver administer the Mortgage Loans in accordance with applicable state and federal law and shall provide to the Depositor and/or Mortgagors any reports required to be provided to them thereby. The Servicer shall also comply in the performance of this Agreement with all reasonable rules and requirements of each insurer under any standard hazard insurance policy. Subject to Section 3.16, the Trustee shall execute, at the written request of the Servicer, and the Trustee shall furnish to the Servicer and any Subservicer such documents requiring execution and delivery by either or both of them as are necessary or appropriate to enable the Servicer or any Subservicer to service carry out their servicing and administer administrative duties hereunder, and the Mortgage Loans it services Trustee hereby grants to the Servicer, and this Agreement shall constitute, a power of attorney, substantially in the form of Exhibit S, to carry out such duties including a power of attorney to take title to Mortgaged Properties after foreclosure on behalf of the Trustee and in the name of the Trust. The Securities Administrator shall execute a separate power of attorney in the form attached hereto as Exhibit R in favor of the Servicer for the purposes described herein to the extent that necessary or desirable to enable the Servicer is to perform its duties hereunder. The Trustee shall not permitted to execute and deliver such documents pursuant to be liable for the preceding sentence. Upon receipt of such documents, the Depositor and/or the Trustee, upon the direction actions of the ServicerServicer or any Subservicers under such powers of attorney. (b) Subject to Section 3.09(b), shall promptly execute such documents and deliver them to the Servicer. In in accordance with the standards of the preceding paragraphAccepted Servicing Practices, the Servicer shall advance or cause to be advanced funds as necessary for the purpose of effecting the timely payment of taxes and assessments on the Mortgaged Properties relating to the Mortgage Loans it servicesProperties, which advances shall be Servicing Advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.093.09(b), and further as provided in Section 3.11. The costs Any cost incurred by the Servicer, if any, Servicer or by Subservicers in effecting the timely payments payment of taxes and assessments on the a Mortgaged Properties and related insurance premiums Property shall not, for the purpose of calculating monthly distributions to the Certificateholders, not be added to the Stated Principal Balances unpaid principal balance of the related Mortgage LoansLoan, notwithstanding that the terms of such Mortgage Loans Loan so permit. The relationship . (c) Notwithstanding anything in this Agreement to the contrary, the Servicer may not make any future advances with respect to a Mortgage Loan (except as provided in Section 4.01 and except for Servicing Advances) and the Servicer shall not (i) permit any modification with respect to any Mortgage Loan that would change the Mortgage Interest Rate, reduce or increase the principal balance (except for reductions resulting from actual payments of principal) or change the final maturity date on such Mortgage Loan (except for (A) a reduction of interest or principal payments resulting from the application of the Servicer Servicemembers Civil Relief Act or any similar state statutes or (and B) as provided in Section 3.07(a), if the Mortgagor is in default with respect to the Mortgage Loan or such default is, in the judgment of the Servicer, reasonably foreseeable) or (ii) permit any modification, waiver or amendment of any successor term of any Mortgage Loan that would both (A) effect an exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or final, temporary or proposed Treasury regulations promulgated thereunder) and (B) cause any Trust REMIC to fail to qualify as a REMIC under the Code or the imposition of any tax on "prohibited transactions" or "contributions after the start-up day" under the REMIC Provisions, or (iii) except as provided in Section 3.07(a), waive any Prepayment Premiums. (d) The Servicer as servicer may delegate its responsibilities under this Agreement) to ; provided, however, that no such delegation shall release the Trustee Servicer from the responsibilities or liabilities arising under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agentAgreement.

Servicer to Service Mortgage Loans. (a) For and on behalf of the Certificateholders, the Servicer shall service and administer the Mortgage Loans, all Loans in accordance with the terms of this AgreementAgreement and the respective Mortgage Loans, Customary to the extent consistent with such terms, in compliance with all applicable federal, state and local laws, and in the same manner in which it services and administers similar mortgage loans for its own portfolio, giving due consideration to customary and usual standards of practice of mortgage lenders and loan servicers administering similar mortgage loans but without regard to: (i) any relationship that the Servicer, any Subservicer or any Affiliate of the Servicer or any Subservicer may have with the related Mortgagor; (ii) the ownership or non-ownership of any Certificate by the Servicer or any Affiliate of the Servicer; (iii) the Servicer's obligation to make P&I Advances or Servicing ProceduresAdvances; or (iv) the Servicer's or any Subservicer's right to receive compensation for its services hereunder or with respect to any particular transaction. To the extent consistent with the foregoing, applicable law the Servicer shall seek to maximize the timely and complete recovery of principal and interest on the related Mortgage Notes. Subject only to the above-described servicing standards and the terms of this Agreement and of the respective Mortgage Notes and Mortgages. In connection with such servicing and administrationLoans, the Servicer shall have full power and authority, acting alone and/or or through Subservicers as provided in Section 3.02, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration including, but not limited to, the power and authority, subject to the terms hereof, (a) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents which it may deem necessary or waivers and other instruments and documents, (b) to consent, with respect to the Mortgage Loans it services, to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (c) to collect any Insurance Proceeds and other Liquidation Proceeds relating to the Mortgage Loans it services, and (d) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan it services. The Servicer shall represent and protect the interests of the Trust in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan and shall not make or permit any modification, waiver or amendment of any term of any Mortgage Loan, except as provided pursuant to Section 3.21desirable. Without limiting the generality of the foregoing, the Servicer, Servicer in its own name or in the name of any a Subservicer or the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, Trustee when the Servicer or any Subservicer, as the case may be, believes it appropriate in its reasonable judgmentbest judgment in accordance with Accepted Servicing Practices, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any of them, deliver any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans it servicesand 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 with respect to the related Mortgaged Properties hold or cause to be held for the benefit title to such properties, on behalf of the CertificateholdersTrustee and in the name of the Trust. The Servicer shall prepare service and deliver administer the Mortgage Loans in accordance with applicable state and federal law and shall provide to the Depositor and/or Mortgagors any reports required to be provided to them thereby. The Servicer shall also comply in the performance of this Agreement with all reasonable rules and requirements of each insurer under any standard hazard insurance policy. Subject to Section 3.16, the Trustee shall execute, at the written request of the Servicer, and furnish to the Servicer and any Subservicer such documents requiring execution and delivery by either or both of them as are necessary or appropriate to enable the Servicer or any Subservicer to service carry out their servicing and administer administrative duties hereunder, and the Mortgage Loans Trustee hereby grants to the Servicer, and this Agreement shall constitute, a power of attorney to carry out such duties including a power of attorney to take title to Mortgaged Properties after foreclosure on behalf of the Trustee and in the name of the Trust. The Trustee shall execute any power of attorney furnished to it services by the Servicer in favor of the Servicer for the purposes described herein to the extent that necessary or desirable to enable the Servicer is to perform its duties hereunder. The Trustee shall not permitted to execute and deliver such documents pursuant to be liable for the preceding sentence. Upon receipt of such documents, the Depositor and/or the Trustee, upon the direction actions of the ServicerServicer or any Subservicers under such powers of attorney. (b) Subject to Section 3.09(b), shall promptly execute such documents and deliver them to the Servicer. In 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 timely payment of taxes and assessments on the Mortgaged Properties relating to the Mortgage Loans it servicesProperties, which advances shall be Servicing Advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.093.09(b), and further as provided in Section 3.11. The costs Any cost incurred by the Servicer, if any, Servicer or by Subservicers in effecting the timely payments payment of taxes and assessments on the a Mortgaged Properties and related insurance premiums Property shall not, for the purpose of calculating monthly distributions to the Certificateholders, not be added to the Stated Principal Balances unpaid principal balance of the related Mortgage LoansLoan, notwithstanding that the terms of such Mortgage Loans Loan so permit. The relationship . (c) Notwithstanding anything in this Agreement to the contrary, the Servicer may not make any future advances with respect to a Mortgage Loan (except as provided in Section 4.01) and the Servicer shall not (i) permit any modification with respect to any Mortgage Loan that would change the Mortgage Interest Rate, reduce or increase the principal balance (except for reductions resulting from actual payments of principal) or change the final maturity date on such Mortgage Loan (except for (A) a reduction of interest or principal payments resulting from the application of the Servicer Servicemembers Civil Relief Act or any similar state statutes or (and B) as provided in Section 3.07, if the Mortgagor is in default with respect to the Mortgage Loan or such default is, in the judgment of the Servicer, reasonably foreseeable) or (ii) permit any modification, waiver or amendment of any successor term of any Mortgage Loan that would both (A) effect an exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or final, temporary or proposed Treasury regulations promulgated thereunder) and (B) cause any Trust REMIC to fail to qualify as a REMIC under the Code or the imposition of any tax on "prohibited transactions" or "contributions after the start-up day" under the REMIC Provisions, or (iii) except as provided in Section 3.07(a), waive any Prepayment Premiums. (d) The Servicer as servicer may delegate its responsibilities under this Agreement) to ; provided, however, that no such delegation shall release the Trustee Servicer from the responsibilities or liabilities arising under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agentAgreement.

Servicer to Service Mortgage Loans. (a) For and on behalf of the Certificateholders, the Servicer shall service and administer the Mortgage Loans, all Loans in accordance with the terms of this AgreementAgreement and the respective Mortgage Loans and, Customary to the extent consistent with such terms, in the same manner in which it services and administers similar mortgage loans for its own portfolio, giving due consideration to customary and usual standards of practice of mortgage lenders and loan servicers administering similar mortgage loans but without regard to: (i) any relationship that the Servicer, any Subservicer or any Affiliate of the Servicer or any Subservicer may have with the related Mortgagor; (ii) the ownership or non-ownership of any Certificate by the Servicer or any Affiliate of the Servicer; (iii) the Servicer's obligation to make P&I Advances or Servicing ProceduresAdvances; or (iv) the Servicer's or any Subservicer's right to receive compensation for its services hereunder or with respect to any particular transaction. To the extent consistent with the foregoing, applicable law the Servicer shall seek to maximize the timely and complete recovery of principal and interest on the Mortgage Notes. Subject only to the above-described servicing standards and the terms of this Agreement and of the respective Mortgage Notes and Mortgages. In connection with such servicing and administrationLoans, the Servicer shall have full power and authority, acting alone and/or or through Subservicers as provided in Section 3.02, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration including, but not limited to, the power and authority, subject to the terms hereof, (a) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents which it may deem necessary or waivers and other instruments and documents, (b) to consent, with respect to the Mortgage Loans it services, to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (c) to collect any Insurance Proceeds and other Liquidation Proceeds relating to the Mortgage Loans it services, and (d) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan it services. The Servicer shall represent and protect the interests of the Trust in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan and shall not make or permit any modification, waiver or amendment of any term of any Mortgage Loan, except as provided pursuant to Section 3.21desirable. Without limiting the generality of the foregoing, the Servicer, Servicer in its own name or in the name of any a Subservicer or the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, Trustee when the Servicer or any Subservicer, as the case may be, believes it appropriate in its reasonable judgmentbest judgment in accordance with Accepted Servicing Practices, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any of them, deliver any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans it servicesand 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 with respect to the related Mortgaged Properties hold or cause to be held for the benefit title to such properties, on behalf of the CertificateholdersTrustee. The Servicer shall prepare service and deliver administer the Mortgage Loans in accordance with applicable state and federal law and shall provide to the Depositor and/or Mortgagors any reports required to be provided to them thereby. The Servicer covenants that its computer and other systems used in servicing the Mortgage Loans operate in a manner such that the Servicer can service the Mortgage Loans in accordance with the terms of this Pooling and Servicing Agreement. The Servicer shall also comply in the performance of this Agreement with all reasonable rules and requirements of each insurer under any standard hazard insurance policy. Subject to Section 3.16, the Trustee shall execute, at the written request of the Servicer, and furnish to the Servicer and any Subservicer such documents requiring execution and delivery by either or both of them provided to the Trustee as are necessary or appropriate to enable the Servicer or any Subservicer to service carry out its servicing and administer administrative duties hereunder, and the Mortgage Loans it services Trustee hereby grants to the Servicer, and this Agreement shall constitute, a power of attorney to carry out such duties, including a power of attorney in the form of Exhibit P hereto to take title to Mortgaged Properties after foreclosure in the name of and on behalf of the Trustee. The Trustee shall execute a separate power of attorney in favor of the Servicer for the purposes described herein to the extent that necessary or desirable to enable the Servicer is to perform its duties hereunder. The Trustee shall not permitted to execute and deliver be liable for the actions of the Servicer or any Subservicers under such documents pursuant powers of attorney. Notwithstanding anything contained herein to the preceding sentence. Upon receipt of such documentscontrary, neither the Servicer nor any Subservicer shall without the Trustee's consent: (i) initiate any action, suit or proceeding solely under the Trustee's name without indicating the Servicer's or Subservicer's, as applicable, representative capacity, or (ii) take any action with the intent to, or which actually does cause, the Depositor and/or the TrusteeTrustee to be registered to do business in any state. (b) Subject to Section 3.09(b), upon the direction of the Servicer, shall promptly execute such documents and deliver them to the Servicer. In 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 timely payment of taxes and assessments on the Mortgaged Properties relating to the Mortgage Loans it servicesProperties, which advances shall be Servicing Advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.093.09(b), and further as provided in Section 3.11. The costs Any cost incurred by the Servicer, if any, Servicer or by Subservicers in effecting the timely payments payment of taxes and assessments on the a Mortgaged Properties and related insurance premiums Property shall not, for the purpose of calculating monthly distributions to the Certificateholders, not be added to the Stated Principal Balances unpaid principal balance of the related Mortgage LoansLoan, notwithstanding that the terms of such Mortgage Loans Loan so permit. The relationship . (c) Notwithstanding anything in this Agreement to the contrary, the Servicer may not make any future advances with respect to a Mortgage Loan (except as provided in Section 4.01) and the Servicer shall not (i) permit any modification with respect to any Mortgage Loan that would change the Mortgage Rate, reduce or increase the principal balance (except for reductions resulting from actual payments of principal) or change the final maturity date on such Mortgage Loan (except for a reduction of interest payments resulting from the application of the Servicer Servicemembers Civil Relief Act or any similar state statutes) or (and ii) permit any modification, waiver or amendment of any successor term of any Mortgage Loan that would both (A) effect an exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or final, temporary or proposed Treasury regulations promulgated thereunder) and (B) cause any Trust REMIC to fail to qualify as a REMIC under the Code or the imposition of any tax on "prohibited transactions" or "contributions after the startup date" under the REMIC Provisions, or (iii) except as provided in Section 3.07(a), waive any Prepayment Charges. (d) The Servicer as servicer may delegate its responsibilities under this Agreement; provided, however, that no such delegation shall release the Servicer from the responsibilities or liabilities arising under this Agreement. (e) In the event that the Mortgage Loan Documents relating to any Mortgage Loan contain provisions requiring the related Mortgagor to submit to binding arbitration any disputes arising in connection with such Mortgage Loan, the Servicer shall be entitled to waive any such provisions on behalf of the Trust and to send written notice of such waiver to the Trustee under this Agreement is intended by related Mortgagor, although the parties to be that Mortgagor may still require arbitration of an independent contractor and not that of a joint venturer, partner or agentsuch disputes at its option.

Servicer to Service Mortgage Loans. (a) For and on behalf of the Certificateholders, the Servicer shall service and administer the Mortgage Loans, all Loans in accordance with the terms of this AgreementAgreement and the respective Mortgage Loans and, Customary to the extent consistent with such terms, in the same manner in which it services and administers similar mortgage loans for its own portfolio, giving due consideration to customary and usual standards of practice of mortgage lenders and loan servicers administering similar mortgage loans but without regard to: (i) any relationship that the Servicer, any Subservicer or any Affiliate of the Servicer or any Subservicer may have with the related Mortgagor; (ii) the ownership or non-ownership of any Certificate by the Servicer or any Affiliate of the Servicer; (iii) the Servicer's obligation to make P&I Advances or Servicing ProceduresAdvances; or (iv) the Servicer's or any Subservicer's right to receive compensation for its services hereunder or with respect to any particular transaction. To the extent consistent with the foregoing, applicable law the Servicer shall seek to maximize the timely and complete recovery of principal and interest on the Mortgage Notes. Subject only to the above-described servicing standards and the terms of this Agreement and of the respective Mortgage Notes and Mortgages. In connection with such servicing and administrationLoans, the Servicer shall have full power and authority, acting alone and/or or through Subservicers as provided in Section 3.02, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration including, but not limited to, the power and authority, subject to the terms hereof, (a) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents which it may deem necessary or waivers and other instruments and documents, (b) to consent, with respect to the Mortgage Loans it services, to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (c) to collect any Insurance Proceeds and other Liquidation Proceeds relating to the Mortgage Loans it services, and (d) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan it services. The Servicer shall represent and protect the interests of the Trust in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan and shall not make or permit any modification, waiver or amendment of any term of any Mortgage Loan, except as provided pursuant to Section 3.21desirable. Without limiting the generality of the foregoing, the Servicer, Servicer in its own name or in the name of any a Subservicer or the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, Trustee when the Servicer or any Subservicer, as the case may be, believes it appropriate in its reasonable judgmentbest judgment in accordance with the servicing standards set forth above, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any of them, deliver any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans it servicesand 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 with respect to the related Mortgaged Properties hold or cause to be held for the benefit title to such properties, on behalf of the CertificateholdersTrustee. The Servicer shall prepare service and deliver administer the Mortgage Loans in accordance with applicable state and federal law and shall provide to the Depositor and/or Mortgagors any reports required to be provided to them thereby. The Servicer shall also comply in the performance of this Agreement with all reasonable rules and requirements of each insurer under any standard hazard insurance policy. Subject to Section 3.16, the Trustee shall execute, at the written request of the Servicer, and furnish to the Servicer and any Subservicer such documents requiring execution and delivery by either or both of them as are necessary or appropriate to enable the Servicer or any Subservicer to service carry out their servicing and administer administrative duties hereunder, and the Mortgage Loans it services Trustee hereby grants to the Servicer, and this Agreement shall constitute, a power of attorney to carry out such duties including a power of attorney to take title to Mortgaged Properties after foreclosure on behalf of the Trustee. The Trustee shall execute a separate power of attorney in favor of the Servicer for the purposes described herein to the extent that necessary or desirable to enable the Servicer is to perform its duties hereunder. The Trustee shall not permitted to execute and deliver such documents pursuant to be liable for the preceding sentence. Upon receipt of such documents, the Depositor and/or the Trustee, upon the direction actions of the ServicerServicer or any Subservicers under such powers of attorney. (b) Subject to Section 3.09(b) hereof, shall promptly execute such documents and deliver them to the Servicer. In 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 timely payment of taxes and assessments on the Mortgaged Properties relating to the Mortgage Loans it servicesProperties, which advances shall be Servicing Advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.093.09(b), and further as provided in Section 3.11. The costs Any cost incurred by the Servicer, if any, Servicer or by Subservicers in effecting the timely payments payment of taxes and assessments on the a Mortgaged Properties and related insurance premiums Property shall not, for the purpose of calculating monthly distributions to the Certificateholders, not be added to the Stated Principal Balances unpaid principal balance of the related Mortgage LoansLoan, notwithstanding that the terms of such Mortgage Loans Loan so permit. The relationship . (c) Notwithstanding anything in this Agreement to the contrary, the Servicer may not make any future advances with respect to a Mortgage Loan (except as provided in Section 4.01) and the Servicer shall not (i) permit any modification with respect to any Mortgage Loan that would change the Mortgage Interest Rate, reduce or increase the principal balance (except for reductions resulting from actual payments of principal) or change the final maturity date on such Mortgage Loan (except for a reduction of interest payments resulting from the application of the Servicer Soldiers' and Sailors' Relief Act of 1940, as amended, or any similar state statutes) or (and ii) permit any modification, waiver or amendment of any successor term of any Mortgage Loan that would both (A) effect an exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or final, temporary or proposed Treasury regulations promulgated thereunder) and (B) cause either the Upper Tier REMIC or the Lower Tier REMIC to fail to qualify as a REMIC under the Code or the imposition of any tax on "prohibited transactions" or "contributions after the startup date" under the REMIC Provisions, or (iii) except as provided in Section 3.07(a), waive any Prepayment Penalties. (d) The Servicer as servicer may delegate its responsibilities under this Agreement) to ; provided, however, that no such delegation shall release the Trustee Servicer from the responsibilities or liabilities arising under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agentAgreement.

Servicer to Service Mortgage Loans. (a) For and on behalf of the Certificateholders, the Servicer shall service and administer the Mortgage Loans, all Loans in accordance with the terms of this AgreementAgreement and the respective Mortgage Loans and, Customary to the extent consistent with such terms, in compliance with all applicable federal, state and local laws, and in the same manner in which it services and administers similar mortgage loans for its own portfolio, giving due consideration to customary and usual standards of practice of mortgage lenders and loan servicers administering similar mortgage loans but without regard to: (i) any relationship that the Servicer, any Subservicer or any Affiliate of the Servicer or any Subservicer may have with the related Mortgagor; (ii) the ownership or non-ownership of any Certificate by the Servicer or any Affiliate of the Servicer; (iii) the Servicer's obligation to make P&I Advances or Servicing ProceduresAdvances; or (iv) the Servicer's or any Subservicer's right to receive compensation for its services hereunder or with respect to any particular transaction. To the extent consistent with the foregoing, applicable law the Servicer shall seek to maximize the timely and complete recovery of principal and interest on the Mortgage Notes. Subject only to the above-described servicing standards and the terms of this Agreement and of the respective Mortgage Notes and Mortgages. In connection with such servicing and administrationLoans, the Servicer shall have full power and authority, acting alone and/or or through Subservicers as provided in Section 3.02, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration including, but not limited to, the power and authority, subject to the terms hereof, (a) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents which it may deem necessary or waivers and other instruments and documents, (b) to consent, with respect to the Mortgage Loans it services, to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (c) to collect any Insurance Proceeds and other Liquidation Proceeds relating to the Mortgage Loans it services, and (d) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan it services. The Servicer shall represent and protect the interests of the Trust in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan and shall not make or permit any modification, waiver or amendment of any term of any Mortgage Loan, except as provided pursuant to Section 3.21desirable. Without limiting the generality of the foregoing, the Servicer, Servicer in its own name or in the name of any a Subservicer or the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, Trustee when the Servicer or any Subservicer, as the case may be, believes it appropriate in its reasonable judgmentbest judgment in accordance with the servicing standards set forth above, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any of them, deliver any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans it servicesand 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 with respect to the related Mortgaged Properties hold or cause to be held for the benefit title to such properties, on behalf of the CertificateholdersTrustee and in the name of the Trust. The Servicer shall prepare service and deliver administer the Mortgage Loans in accordance with applicable state and federal law and shall provide to the Depositor and/or Mortgagors any reports required to be provided to them thereby. The Servicer shall also comply in the performance of this Agreement with all reasonable rules and requirements of each insurer under any standard hazard insurance policy. Subject to Section 3.16, the Custodian and the Trustee shall execute, at the written request of the Servicer, and furnish to the Servicer and any Subservicer such documents requiring execution and delivery by either or both of them as are necessary or appropriate to enable the Servicer or any Subservicer to service carry out their servicing and administer administrative duties hereunder, and the Mortgage Loans it services Custodian and the Trustee hereby grant to the Servicer, and this Agreement shall constitute, a power of attorney to carry out such duties including a power of attorney to take title to Mortgaged Properties after foreclosure on behalf of the Trustee and in the name of the Trust. The Trustee shall execute a separate power of attorney in the form attached hereto as Exhibit P in favor of the Servicer for the purposes described herein to the extent that necessary or desirable to enable the Servicer is to perform its duties hereunder. The Trustee shall not permitted to execute and deliver such documents pursuant to be liable for the preceding sentence. Upon receipt of such documents, the Depositor and/or the Trustee, upon the direction actions of the ServicerServicer or any Subservicers under such powers of attorney. (b) Subject to Section 3.09(b), shall promptly execute such documents and deliver them to the Servicer. In in accordance with the standards of the preceding paragraphAccepted Servicing Practices, the Servicer shall advance or cause to be advanced funds as necessary for the purpose of effecting the timely payment of taxes and assessments on the Mortgaged Properties relating to the Mortgage Loans it servicesProperties, which advances shall be Servicing Advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.093.09(b), and further as provided in Section 3.11. The costs Any cost incurred by the Servicer, if any, Servicer or by Subservicers in effecting the timely payments payment of taxes and assessments on the a Mortgaged Properties and related insurance premiums Property shall not, for the purpose of calculating monthly distributions to the Certificateholders, not be added to the Stated Principal Balances unpaid principal balance of the related Mortgage LoansLoan, notwithstanding that the terms of such Mortgage Loans Loan so permit. The relationship . (c) Notwithstanding anything in this Agreement to the contrary, the Servicer may not make any future advances with respect to a Mortgage Loan (except as provided in Section 4.01) and the Servicer shall not (i) permit any modification with respect to any Mortgage Loan that would change the Mortgage Interest Rate, reduce or increase the principal balance (except for reductions resulting from actual payments of principal) or change the final maturity date on such Mortgage Loan (except for (A) a reduction of interest or principal payments resulting from the application of the Servicer Servicemembers Civil Relief Act or any similar state statutes or (and B) as provided in Section 3.07(a), if the Mortgagor is in default with respect to the Mortgage Loan or such default is, in the judgment of the Servicer, reasonably foreseeable) or (ii) permit any modification, waiver or amendment of any successor term of any Mortgage Loan that would both (A) effect an exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or final, temporary or proposed Treasury regulations promulgated thereunder) and (B) cause any Trust REMIC to fail to qualify as a REMIC under the Code or the imposition of any tax on "prohibited transactions" or "contributions after the start-up day" under the REMIC Provisions, or (iii) except as provided in Section 3.07(a), waive any Prepayment Premiums. (d) The Servicer as servicer may delegate its responsibilities under this Agreement) to ; provided, however, that no such delegation shall release the Trustee Servicer from the responsibilities or liabilities arising under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agentAgreement.

Servicer to Service Mortgage Loans. For and on behalf of the Certificateholders, the Servicer shall service and administer the Mortgage Loans, all in accordance with the terms of this Agreement, Customary Servicing Procedures, applicable law and the terms of the Mortgage Notes and Mortgages. In connection with such servicing and administration, the Servicer shall have full power and authority, acting alone and/or through Subservicers as provided in Section 3.02, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration including, but not limited to, the power and authority, subject to the terms hereof, (a) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (b) to consent, with respect to the Mortgage Loans it services, to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (c) to collect any Insurance Proceeds and other Liquidation Proceeds relating to the Mortgage Loans it services, and (d) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan it services. The Servicer shall represent and protect the interests of the Trust in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan and shall not make or permit any modification, waiver or amendment of any term of any Mortgage Loan, except as provided pursuant to Section 3.213.19. Without limiting the generality of the foregoing, the Servicer, in its own name or in the name of any Subservicer or the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, when the Servicer or any Subservicer, as the case may be, believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans it services, and with respect to the related Mortgaged Properties held for the benefit of the Certificateholders. The Servicer shall prepare and deliver to the Depositor and/or the Trustee such documents requiring execution and delivery by either or both of them as are necessary or appropriate to enable the Servicer to service and administer the Mortgage Loans it services to the extent that the Servicer is not permitted to execute and deliver such documents pursuant to the preceding sentence. Upon receipt of such documents, the Depositor and/or the Trustee, upon the direction of the Servicer, shall promptly execute such documents and deliver them to the Servicer. 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 relating to the Mortgage Loans it services, which Servicing Advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.09, and further as provided in Section 3.11. The costs incurred by the Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balances of the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. The relationship of the Servicer (and of any successor to the Servicer as servicer under this Agreement) to the Trustee under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent.

Servicer to Service Mortgage Loans. (a) For and on behalf of the Certificateholders, the Servicer shall service and administer the Mortgage Loans, all Loans in accordance with the terms of this AgreementAgreement and the respective Mortgage Loans and, Customary to the extent consistent with such terms, in accordance with Accepted Servicing ProceduresPractices, applicable law but without regard to: (i) any relationship that the Servicer, any Subservicer or any Affiliate of the Servicer or any Subservicer may have with the related Mortgagor; (ii) the ownership or non-ownership of any Certificate by the Servicer or any Affiliate of the Servicer; (iii) the Servicer’s obligation to make P&I Advances or Servicing Advances; or (iv) the Servicer’s or any Subservicer’s right to receive compensation for its services hereunder or with respect to any particular transaction. To the extent consistent with the foregoing, the Servicer shall seek to maximize the timely and complete recovery of principal and interest on the Mortgage Notes. Subject only to the above-described servicing standards and the terms of this Agreement and of the respective Mortgage Notes and Mortgages. In connection with such servicing and administrationLoans, the Servicer shall have full power and authority, acting alone and/or or through Subservicers as provided in Section 3.02, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration including, but not limited to, the power and authority, subject to the terms hereof, (a) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents which it may deem necessary or waivers and other instruments and documents, (b) to consent, with respect to the Mortgage Loans it services, to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (c) to collect any Insurance Proceeds and other Liquidation Proceeds relating to the Mortgage Loans it services, and (d) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan it services. The Servicer shall represent and protect the interests of the Trust in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan and shall not make or permit any modification, waiver or amendment of any term of any Mortgage Loan, except as provided pursuant to Section 3.21desirable. Without limiting the generality of the foregoing, the Servicer, Servicer in its own name or in the name of any a Subservicer or the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, Trustee when the Servicer or any Subservicer, as the case may be, believes it appropriate in its reasonable judgment, best judgment in accordance with Accepted Servicing Practices to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any of them, deliver any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans it servicesand the Mortgaged Properties and to institute foreclosure proceedings or obtain a deed-in-lieu of foreclosure so as to convert the ownership of such properties, and to hold or cause to be held title to such properties, on behalf of the Trustee; provided, further, that the Servicer shall notify the Custodian of the Mortgage Loan of any such full release or discharge with respect to the Mortgage Loan and related Mortgaged Properties held for the benefit of the CertificateholdersMortgage Properties. The Servicer shall prepare at its own expense be responsible for preparing and deliver recording all lien releases and mortgage satisfactions in accordance with state and local regulations. The Servicer shall service and administer the Mortgage Loans in accordance with applicable state and federal law and shall provide to the Depositor and/or Mortgagors any reports required to be provided to them thereby. The Servicer shall also comply in the performance of this Agreement with all reasonable rules and requirements of each insurer under any standard hazard insurance policy or any Primary Mortgage Insurance Policy (if applicable). Subject to Section 3.16, the Trustee shall execute, at the written request of the Servicer, and furnish to the Servicer and any Subservicer such documents requiring execution and delivery by either or both of them provided to the Trustee as are necessary or appropriate to enable the Servicer or any Subservicer to service carry out their servicing and administer administrative duties hereunder, and the Mortgage Loans Trustee hereby grants to the Servicer, and this Agreement shall constitute, a power of attorney to carry out such duties including a power of attorney to take title to Mortgaged Properties after foreclosure on behalf of the Trustee. The Trustee shall execute a separate power of attorney, furnished to it services by the Servicer, in favor of the Servicer for the purposes described herein to the extent that necessary or desirable to enable the Servicer is to perform its duties hereunder. The Trustee shall not permitted to execute and deliver be liable for the actions of the Servicer or any Subservicers under such documents pursuant powers of attorney. Notwithstanding anything contained herein to the preceding sentence. Upon receipt of such documentscontrary, no Servicer or Subservicer shall without the Trustee’s consent: (i) initiate any action, suit or proceeding solely under the Trustee’s name without indicating the Servicer’s or Subservicer’s, as applicable, representative capacity, or (ii) knowingly take any action with the intent to, or which actually does cause, the Depositor and/or the TrusteeTrustee to be registered to do business in any state. (b) Subject to Section 3.09(b), upon the direction of the Servicer, shall promptly execute such documents and deliver them to the Servicer. In 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 timely payment of taxes and assessments on the Mortgaged Properties relating to the Mortgage Loans it servicesProperties, which advances shall be Servicing Advances shall be reimbursable in the first instance from related collections the collection from the Mortgagors pursuant to Section 3.093.09(b), and further as provided in Section 3.11. The costs Any cost incurred by the Servicer, if any, Servicer or by Subservicers in effecting the timely payments payment of taxes and assessments on the a Mortgaged Properties and related insurance premiums Property shall not, for the purpose of calculating monthly distributions to the Certificateholders, not be added to the Stated Principal Balances unpaid principal balance of the related Mortgage LoansLoan, notwithstanding that the terms of such Mortgage Loans Loan so permit. The relationship . (c) Notwithstanding anything in this Agreement to the contrary, the Servicer may not make any future advances with respect to a Mortgage Loan (except as provided in Section 4.01) and the Servicer shall not (i) permit any modification with respect to any Mortgage Loan that would change the Mortgage Rate, reduce or increase the principal balance (except for reductions resulting from actual payments of principal) or change the final maturity date on such Mortgage Loan (except for a reduction of interest payments resulting from the application of the Servicer Servicemembers Civil Relief Act or any similar state statutes) or (and ii) permit any modification, waiver or amendment of any successor term of any Mortgage Loan that would both (A) effect an exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or final, temporary or proposed Treasury regulations promulgated thereunder) and (B) cause either the Upper Tier REMIC or a Lower Tier 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 day” under the REMIC Provisions, or (iii) except as provided in Section 3.07(a), waive any Prepayment Charges. (d) The Servicer as servicer may delegate its responsibilities under this Agreement) to ; provided, however, that no such delegation shall release the Trustee Servicer from the responsibilities or liabilities arising under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agentAgreement.

Servicer to Service Mortgage Loans. For and on behalf of the CertificateholdersSecurityholders, the Servicer shall service and administer the Mortgage Loans, all Loans in accordance with the terms of this Agreement, Customary Servicing Procedures, applicable law Agreement and the terms of the Mortgage Notes and MortgagesServicing Standard. In connection with such servicing and administration, the Servicer shall have full power and authority, acting alone and/or through Subservicers subservicers as provided in Section 3.024.02 hereof, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration includingadministration, including but not limited to, the power and authority, subject to the terms hereof, hereof (ai) to execute and deliver, on behalf of the Certificateholders Securityholders and the Indenture Trustee, customary consents or waivers and other instruments and documents, (bii) to consent, with respect to the Mortgage Loans it services, consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (ciii) to collect any Insurance Proceeds and other Liquidation Proceeds relating to the Mortgage Loans it servicesProceeds, and (div) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that the Servicer shall not take any action that is inconsistent with or prejudices the interests of the Trust or the Securityholders in any Mortgage Loan it servicesor the rights and interests of the Depositor, the Issuer, the Indenture Trustee, the Custodian and the Securityholders under this Agreement. The Servicer shall represent and protect the interests of the Trust in full compliance with the same manner as it protects its own interests in mortgage loans in its own portfolio Servicing Standard in any claim, proceeding or litigation regarding a Mortgage Loan and shall Loan, 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, the Servicer may not make or permit any modification, waiver or amendment of any term of modification with respect to any Mortgage Loan, except as provided pursuant to Section 3.21. Without limiting the generality of the foregoing, the Servicer, in its own name or Servicer in the name of any Subservicer or the Depositor Depositor, the Trust and the Indenture Trustee, is hereby authorized and empowered by the Depositor Trust and the Indenture Trustee, when the Servicer or any Subservicer, as the case may be, believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trust, the Indenture Trustee, the Depositor, the Certificateholders Securityholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, discharge and all other comparable instruments, with respect to the Mortgage Loans it servicesLoans, and with respect to the related Mortgaged Properties held for the benefit of the Certificateholders. The Servicer shall prepare and deliver to the Depositor and/or the Trustee such documents requiring execution and delivery by either or both of them as are necessary or appropriate to enable the Servicer to service and administer the Mortgage Loans it services to the extent that the Servicer is not permitted to execute and deliver such documents pursuant to the preceding sentence. Upon receipt of such documents, the Depositor and/or the Trustee, upon the direction of the Servicer, shall promptly execute such documents and deliver them to the ServicerSecurityholders. In accordance with the standards of the preceding paragraphServicing Standard, the Servicer shall advance or cause to be advanced funds make Servicing Advances as necessary for the purpose of effecting the payment of taxes and assessments on the Mortgaged Properties relating to the Mortgage Loans it servicesProperties, which Servicing Advances advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.094.06 hereof, and further as provided in Section 3.114.08 hereof. The costs incurred by the Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums shall not, for the purpose of calculating monthly distributions to the CertificateholdersSecurityholders, be added to the Stated Principal Balances unpaid principal balances of the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. The relationship parties to this Agreement acknowledge that Servicing Advances shall be reimbursable pursuant to Section 4.08 of the Servicer (and of any successor to the Servicer as servicer under this Agreement) to , and agree that no Servicing Advance shall be rejected or disallowed by any party unless it has been shown that such Servicing Advance was not made in accordance with the Trustee under terms of this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agentAgreement.

Servicer to Service Mortgage Loans. For and on behalf of the Certificateholders, the Servicer shall service and administer the Mortgage Loans, all Loans in accordance with the terms of this Agreement, Customary Accepted Servicing Procedures, applicable law and the terms of the Mortgage Notes and MortgagesPractices. In connection with such servicing and administration, the Servicer shall have full power and authority, acting alone and/or through Subservicers subservicers as provided in Section 3.023.02 hereof, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration includingadministration, including but not limited to, the power and authority, subject to the terms hereof, hereof (ai) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (bii) to consent, with respect to the Mortgage Loans it services, consent to transfers of any Mortgaged Property (or the stock allocated to a dwelling unit related to a Co-op Loan) and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (ciii) to collect any Insurance Proceeds and other Liquidation Proceeds relating to the Mortgage Loans it services, and (div) subject to Section 3.12(a), to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property (or the stock allocated to a dwelling unit related to a Co-op Loan) securing any Mortgage Loan; provided that, subject to Section 6.03, the Servicer shall not take any action that is inconsistent with or prejudices the interests of the Trust Fund or the Certificateholders in any Mortgage Loan serviced by it servicesunder this Agreement or the rights and interests of the other parties to this Agreement except as otherwise required by this Agreement or by law. The Servicer shall represent and protect the interests interest of the Trust Fund in the same manner as it currently protects its own interests interest in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan and shall not make or permit any modification, waiver or amendment of any term of any Mortgage LoanLoan which would cause any of the REMICs provided for herein to fail to qualify as a REMIC or result in the imposition of any tax under Section 860G(a) or 860G(d) of the Code, except as but in any case not in any manner that is a lesser standard than that provided pursuant to in the first sentence of this Section 3.213.01. Without limiting the generality of the foregoing, the Servicer, in its own name or in the name of any Subservicer or the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, when the Servicer or any Subservicer, as the case may be, believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, discharge and all other comparable instruments, with respect to the Mortgage Loans it servicesLoans, and with respect to the related Mortgaged Properties held for the benefit of the Certificateholders. The Servicer shall prepare and deliver to the Depositor and/or the Trustee such documents requiring execution and delivery by either any or both all of them as are necessary or appropriate to enable the Servicer to service and administer the Mortgage Loans it services to the extent that the Servicer is not permitted to execute and deliver such documents pursuant to the preceding sentenceLoans, including without limitation, any powers of attorney. Upon receipt of such documents, the Depositor and/or the Trustee, upon the direction of the Servicer, Trustee shall promptly execute such documents and deliver them to the Servicer. 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 relating to the Mortgage Loans it servicesProperties, which Servicing Advances advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.093.06, and further as provided in Section 3.113.08. The All costs incurred by the Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balances of Balance under the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. The relationship Servicer shall deliver a list of the Servicer (and of any successor to the Servicer as servicer under this Agreement) Servicing Officers to the Trustee under this Agreement is intended by the parties Closing Date. The Servicer will transmit full-file credit reporting data for each Mortgage Loan pursuant to be Xxxxxx Xxx Guide Announcement 97-02 and that for each Mortgage Loan, the Servicer agrees that it shall report one of an independent contractor and not that of a joint venturerthe following statuses each month as follows: current, partner delinquent (30-, 60-, 90-days, etc.), foreclosed or agentcharged-off.

Servicer to Service Mortgage Loans. For and on behalf of the CertificateholdersIssuer, the Indenture Trustee and the Securityholders, the Servicer shall service and administer the Mortgage Loans, all Loans in accordance with the terms of this Agreement, Customary Servicing Procedures, applicable law Agreement and the terms of the Mortgage Notes and MortgagesServicing Standard. In connection with such servicing and administration, the Servicer shall have full power and authority, acting alone and/or through Subservicers subservicers as provided in Section 3.023.2 hereof, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration includingadministration, including but not limited to, the power and authority, subject to the terms hereof, hereof (ai) to execute and deliver, on behalf of the Certificateholders Noteholders and the Indenture Trustee, customary consents or waivers and other instruments and documents, (bii) to consent, with respect to the Mortgage Loans it services, consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (ciii) to collect any Insurance Proceeds and other Liquidation Proceeds relating to the Mortgage Loans it servicesProceeds, and (div) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that the Servicer shall not take any action that is inconsistent with or prejudices the interests of the Trust or the Noteholders, in any Mortgage Loan it servicesor the rights and interests of the Depositor, the Indenture Trustee and the Noteholders under this Agreement. The Servicer shall represent and protect the interests of the Trust (or the Indenture Trustee on behalf of the Trust) in full compliance with the same manner as it protects its own interests in mortgage loans in its own portfolio Servicing Standard in any claim, proceeding or litigation regarding a Mortgage Loan and shall Loan, 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, the Servicer may not make or permit any modification, waiver or amendment of any term of modification with respect to any Mortgage Loan, except as provided pursuant to Section 3.21. Without limiting the generality of the foregoing, the Servicer, in its own name or Servicer in the name of any Subservicer or the Depositor and the Indenture Trustee, is hereby authorized and empowered by the Depositor and the Indenture Trustee, when the Servicer or any Subservicer, as the case may be, believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Indenture Trustee, the Depositor, the Certificateholders Noteholders, or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, discharge and all other comparable instruments, with respect to the Mortgage Loans it servicesLoans, and with respect to the related Mortgaged Properties held for the benefit of the Certificateholders. The Servicer shall prepare and deliver to the Depositor and/or the Trustee such documents requiring execution and delivery by either or both of them as are necessary or appropriate to enable the Servicer to service and administer the Mortgage Loans it services to the extent that the Servicer is not permitted to execute and deliver such documents pursuant to the preceding sentence. Upon receipt of such documents, the Depositor and/or the Trustee, upon the direction of the Servicer, shall promptly execute such documents and deliver them to the ServicerNoteholders. In accordance with the standards of the preceding paragraphServicing Standard, the Servicer shall advance or cause to be advanced funds make Servicing Advances as necessary for the purpose of effecting the payment of taxes and assessments on the Mortgaged Properties relating to the Mortgage Loans it servicesProperties, which Servicing Advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.093.6 hereof, and further as provided in Section 3.113.8 hereof. The costs incurred by the Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums shall not, for the purpose of calculating monthly distributions payments to the CertificateholdersNoteholders, be added to the Stated Principal Balances unpaid principal balances of the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. The relationship parties to this Agreement acknowledge that Servicing Advances shall be reimbursable pursuant to Section 3.8 of this Agreement, and agree that no Servicing Advance shall be rejected or disallowed by any party unless it has been shown that such Servicing Advance was not made in accordance with the terms of this Agreement. Notwithstanding the foregoing, the Servicer shall be reimbursed for any Pre Cut-off Date Servicing Advances in the same manner and to the same extent as any other Servicing Advance is reimbursable hereunder. The Indenture Trustee shall furnish the Servicer and/or the Master Servicer with any limited powers of attorney (substantially in the form of Exhibit F) and other documents in form as provided to it that are necessary or appropriate to enable the Servicer and/or the Master Servicer to execute in the name of the Indenture Trustee or the Custodian, as applicable, all documents reasonably required to perform the servicing functions described in this Article III or Article IIIA. The Indenture Trustee shall have no responsibility for any action of the Master Servicer (or the Servicer pursuant to any such limited power of attorney and shall be indemnified by the Master Servicer or the Servicer, as applicable, for any cost, liability or expense incurred by the Indenture Trustee in connection with such Person’s misuse of any successor to the Servicer as servicer under this Agreement) to the Trustee under this Agreement is intended by the parties to be that such power of an independent contractor and not that of a joint venturer, partner or agentattorney.

Servicer to Service Mortgage Loans. For and on behalf of the Certificateholders, the Servicer shall service and administer the Mortgage Loans, all Loans in accordance with the terms of this Agreement, Customary Accepted Servicing Procedures, applicable law and the terms of the Mortgage Notes and MortgagesPractices. In connection with such servicing and administration, the Servicer shall have full power and authority, acting alone and/or through Subservicers subservicers as provided in Section 3.023.02 hereof, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration includingadministration, including but not limited to, the power and authority, subject to the terms hereof, hereof (ai) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (bii) to consent, with respect to the Mortgage Loans it services, consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (ciii) to collect any Insurance Proceeds and other Liquidation Proceeds relating to the Mortgage Loans it services, and (div) subject to Section 3.12(a), to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that, subject to Section 6.03, the Servicer shall not take any action that is inconsistent with or prejudices the interests of the Issuing Entity or the Certificateholders in any Mortgage Loan serviced by it servicesunder this Agreement or the rights and interests of the other parties to this Agreement except as otherwise required by this Agreement or by law. Notwithstanding anything in this Agreement to the contrary, the Servicer shall not make or permit any modification, waiver or amendment of any term of any Mortgage Loan which would cause any of the REMICs provided for herein to fail to qualify as a REMIC or result in the imposition of any tax under Section 860G(a) or 860G(d) of the Code. The Servicer shall represent and protect the interests interest of the Trust Fund in the same manner as it currently protects its own interests interest in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan and shall not make or permit any modification, waiver or amendment of any term of any Mortgage Loan, except as but in any case not in any manner that is a lesser standard than that provided pursuant to in the first sentence of this Section 3.213.01. Without limiting the generality of the foregoing, the Servicer, in its own name or in the name of any Subservicer or the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, when the Servicer or any Subservicer, as the case may be, believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, subordinations and all other comparable instruments, with respect to the Mortgage Loans it servicesLoans, and with respect to the related Mortgaged Properties held for the benefit of the Certificateholders. The Servicer shall prepare and deliver to the Depositor and/or the Trustee such documents requiring execution and delivery by either any or both all of them as are necessary or appropriate to enable the Servicer to service and administer the Mortgage Loans it services Loans, to the extent that the Servicer is not permitted to execute and deliver such documents pursuant to the preceding sentence. Upon receipt of such documents, the Depositor and/or the Trustee, upon the direction of the Servicer, Trustee shall promptly execute such documents and deliver them to the Servicer. In For purposes of this Section 3.01, the Trustee hereby grants to the Servicer a limited power of attorney in such form as shall be prepared by the Servicer and agreed to by the Trustee and the Servicer to execute and file any and all documents necessary to fulfill the obligations of the Servicer under this Section 3.01. Upon request of the Servicer, the Trustee shall furnish the Servicer with any powers of attorney and other documents in form as provided to it necessary or appropriate to enable the Servicer to service and administer the Mortgage Loans. The Trustee shall not be responsible for and the Servicer shall indemnify the Trustee for any action taken by the Servicer pursuant to the application of any power of attorney to the extent indemnification by the Servicer is required by Section 3.25 and provided that the Servicer shall have no obligation to indemnify the Trustee for such action to the extent such action was taken pursuant to and in accordance with specific written instructions from the standards of Trustee, which instructions are not based on Servicer's recommendations or proposals. Notwithstanding anything contained herein to the preceding paragraphcontrary, the Servicer shall advance not without the Trustee's written consent, hire or cause procure counsel to be advanced funds as necessary for represent the purpose of effecting the payment of taxes and assessments on the Mortgaged Properties relating to the Mortgage Loans it services, which Servicing Advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.09, and further as provided in Section 3.11Trustee without indicating its representative capacity. The costs incurred by Servicer shall not be required to make any Advance or Servicing Advance with respect to a Mortgage Loan that is 150 days or more delinquent. The Servicer and the Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums Trustee shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balances have at least 10 days' notice of the related Mortgage Loans, notwithstanding that the terms issuance of such Mortgage Loans so permitany NIM Notes. The relationship Servicer shall deliver a list of the Servicer (Servicing Officers and of any successor to the Servicer as servicer under this Agreement) specimen signatures to the Trustee under this Agreement is intended by the parties Closing Date. The Servicer will transmit full-file credit reporting data for each Mortgage Loan pursuant to be Xxxxxx Xxx Guide Announcement 97-02 and for each Mortgage Loan, the Servicer agrees that it shall report one of an independent contractor the following statuses each month as follows: current, delinquent (30-, 60-, 90-days, etc.), foreclosed or charged-off. The Servicer further is authorized and not that empowered by the Trustee, on behalf of the Certificateholders and the Trustee, in its own name or in the name of the Sub-Servicer, when the Servicer or the Sub-Servicer, 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 deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a joint venturerMortgage in the name of MERS, partner solely as nominee for the Trustee and its successors and assigns. Any reasonable expenses incurred in connection with the actions described in the preceding sentence or agentas a result of MERS discontinuing or becoming unable to continue operations in connection with the MERS System, shall be subject to withdrawal by the Servicer from the Collection Account (provided that such expenses constitute "unanticipated expenses" within the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii)).

Servicer to Service Mortgage Loans. For and on behalf of the Certificateholders, the Servicer shall service and administer the Mortgage Loans, all Loans in accordance with the terms of this Agreement, Customary Servicing Procedures, applicable law Agreement and the terms of the Mortgage Notes and Mortgages. In connection with such servicing and administration, the Servicer shall have full power and authority, acting alone and/or through Subservicers as provided in Section 3.02, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration including, but not limited to, the power and authority, subject to the terms hereof, (a) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (b) to consent, with respect to the Mortgage Loans it services, to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (c) to collect any Insurance Proceeds and other Liquidation Proceeds relating to the Mortgage Loans it services, and (d) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan it servicesServicing Standard. The Servicer shall represent and protect the interests of the Trust in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan and shall not make or permit any modification, waiver waiver, or amendment of any term of any Mortgage Loan, except Loan that would cause any REMIC created under this Agreement to fail to qualify as provided pursuant to Section 3.21a REMIC or result in the imposition of any tax under section 860F(a) or section 860G(d) of the Code. Without limiting the generality of the foregoing, the Servicer, in its own name or in the name of any Subservicer or the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, when the Servicer or any Subservicer, as the case may be, believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders Certificateholders, or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans it servicesLoans, and with respect to the related Mortgaged Properties held for the benefit of the Certificateholders. The Servicer shall prepare and deliver to the Depositor and/or or the Trustee such any documents requiring execution and delivery by either or both of them as are necessary or appropriate to enable the Servicer to service and administer the Mortgage Loans it services to the extent that the Servicer is not permitted to execute and deliver such documents pursuant to the preceding sentence. Upon receipt of such the documents, the Depositor and/or or the Trustee, upon Trustee shall execute the direction of the Servicer, shall promptly execute such documents and deliver them to the Servicer. The Servicer further is authorized and empowered by the Trustee, on behalf of the Certificateholders and the Trustee, in its own name, when the Servicer believes it appropriate in its best judgment to register any Mortgage Loan on the MERS® System, or cause the removal from the registration of any Mortgage Loan on the MERS® System, to execute and deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Trustee and its successors and assigns. In accordance with and to the standards extent of the preceding paragraphServicing Standard, the Servicer shall advance or cause funds necessary to be advanced funds as necessary for the purpose of effecting effect the payment of taxes and assessments on the Mortgaged Properties relating to the Mortgage Loans it servicesProperties, which Servicing Advances advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.093.07, and further as provided in Section 3.113.09. The Except in connection with a Loan Modification that results in a Capitalized Advance, the costs incurred by the Servicer, if any, Servicer in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balances of the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. The relationship Nothing in this Agreement to the contrary shall limit the Servicer from undertaking any legal action that it may deem appropriate with respect to the Mortgage Loans including, without limitation, any rights or causes of action arising out of the Servicer (and origination of any successor to the Servicer as servicer under this Agreement) to the Trustee under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agentMortgage Loans.

Servicer to Service Mortgage Loans. For and on behalf of the CertificateholdersCertificateholders and the Certificate Insurer, the Servicer shall service and administer the Mortgage Loans, all Loans in accordance with the terms of this Agreement, Customary Servicing Procedures, applicable law Agreement and the terms of the Mortgage Notes and Mortgages. In connection with such servicing and administration, the Servicer shall have full power and authority, acting alone and/or through Subservicers as provided in Section 3.02, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration including, but not limited to, the power and authority, subject to the terms hereof, (a) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (b) to consent, with respect to the Mortgage Loans it services, to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (c) to collect any Insurance Proceeds and other Liquidation Proceeds relating to the Mortgage Loans it services, and (d) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan it servicesServicing Standard. The Servicer shall represent and protect the interests of the Trust in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan and shall not make or permit any modification, waiver waiver, or amendment of any term of any Mortgage Loan, except Loan that would cause any REMIC created under this Agreement to fail to qualify as provided pursuant to Section 3.21a REMIC or result in the imposition of any tax under section 860F(a) or section 860G(d) of the Code. Without limiting the generality of the foregoing, the Servicer, in its own name or in the name of any Subservicer or the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, when the Servicer or any Subservicer, as the case may be, believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders Certificateholders, or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans it servicesLoans, and with respect to the related Mortgaged Properties held for the benefit of the Certificateholders. The Servicer shall prepare and deliver to the Depositor and/or or the Trustee such any documents requiring execution and delivery by either or both of them as are necessary or appropriate to enable the Servicer to service and administer the Mortgage Loans it services to the extent that the Servicer is not permitted to execute and deliver such documents pursuant to the preceding sentence. Upon receipt of such the documents, the Depositor and/or or the Trustee, upon Trustee shall execute the direction of the Servicer, shall promptly execute such documents and deliver them to the Servicer. The Servicer further is authorized and empowered by the Trustee, on behalf of the Certificateholders and the Trustee, in its own name, when the Servicer believes it appropriate in its best judgment to register any Mortgage Loan on the MERS(R) System, or cause the removal from the registration of any Mortgage Loan on the MERS(R) System, to execute and deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Trustee and its successors and assigns. In accordance with and to the standards extent of the preceding paragraphServicing Standard, the Servicer shall advance or cause funds necessary to be advanced funds as necessary for the purpose of effecting effect the payment of taxes and assessments on the Mortgaged Properties relating to the Mortgage Loans it servicesProperties, which Servicing Advances advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.093.07, and further as provided in Section 3.113.09. The costs incurred by the Servicer, if any, Servicer in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balances of the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. The relationship of the Servicer (and of any successor to the Servicer as servicer under this Agreement) to the Trustee under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent.

Servicer to Service Mortgage Loans. (a) For and on behalf of the CertificateholdersCertificateholders and for the benefit of the Class A Certificate Insurer, the Servicer shall service and administer the Mortgage Loans, all Loans in accordance with the terms of this AgreementAgreement and the respective Mortgage Loans and, Customary to the extent consistent with such terms, in the same manner in which it services and administers similar mortgage loans for its own portfolio, giving due consideration to customary and usual standards of practice of mortgage lenders and loan servicers administering similar mortgage loans but without regard to: (i) any relationship that the Servicer, any Subservicer or any Affiliate of the Servicer or any Subservicer may have with the related Mortgagor; (ii) the ownership or non-ownership of any Certificate by the Servicer or any Affiliate of the Servicer; (iii) the Servicer's obligation to make P&I Advances or Servicing ProceduresAdvances; or (iv) the Servicer's or any Subservicer's right to receive compensation for its services hereunder or with respect to any particular transaction. To the extent consistent with the foregoing, applicable law the Servicer shall seek to maximize the timely and complete recovery of principal and interest on the Mortgage Notes. Subject only to the above-described servicing standards and the terms of this Agreement and of the respective Mortgage Notes and Mortgages. In connection with such servicing and administrationLoans, the Servicer shall have full power and authority, acting alone and/or or through Subservicers as provided in Section 3.02, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration including, but not limited to, the power and authority, subject to the terms hereof, (a) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents which it may deem necessary or waivers and other instruments and documents, (b) to consent, with respect to the Mortgage Loans it services, to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (c) to collect any Insurance Proceeds and other Liquidation Proceeds relating to the Mortgage Loans it services, and (d) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan it services. The Servicer shall represent and protect the interests of the Trust in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan and shall not make or permit any modification, waiver or amendment of any term of any Mortgage Loan, except as provided pursuant to Section 3.21desirable. Without limiting the generality of the foregoing, the Servicer, Servicer in its own name or in the name of any a Subservicer or the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, Trustee when the Servicer or any Subservicer, as the case may be, believes it appropriate in its reasonable judgmentbest judgment in accordance with the servicing standards set forth above, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any of them, deliver any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans it servicesand 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 with respect to the related Mortgaged Properties hold or cause to be held for the benefit title to such properties, on behalf of the CertificateholdersTrustee. The Servicer shall prepare service and deliver administer the Mortgage Loans in accordance with applicable state and federal law and shall provide to the Depositor and/or Mortgagors any reports required to be provided to them thereby. The Servicer shall also comply in the performance of this Agreement with all reasonable rules and requirements of each insurer under any standard hazard insurance policy. Subject to Section 3.15, the Trustee shall execute, at the written request of the Servicer, and furnish to the Servicer and any Subservicer such documents requiring execution and delivery by either or both of them as are necessary or appropriate to enable the Servicer or any Subservicer to service carry out their servicing and administer administrative duties hereunder, and the Mortgage Loans it services Trustee hereby grants to the Servicer, and this Agreement shall constitute, a power of attorney to carry out such duties including a power of attorney to take title to Mortgaged Properties after foreclosure on behalf of the Trustee. The Trustee shall execute a separate power of attorney in favor of the Servicer for the purposes described herein to the extent that necessary or desirable to enable the Servicer is to perform its duties hereunder. The Trustee shall not permitted to execute and deliver such documents pursuant to be liable for the preceding sentence. Upon receipt of such documents, the Depositor and/or the Trustee, upon the direction actions of the ServicerServicer or any Subservicers under such powers of attorney. (b) Subject to Section 3.09(b) hereof, shall promptly execute such documents and deliver them to the Servicer. In 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 timely payment of taxes and assessments on the Mortgaged Properties relating to the Mortgage Loans it servicesProperties, which advances shall be Servicing Advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.093.09(b), and further as provided in Section 3.11. The costs Any cost incurred by the Servicer, if any, Servicer or by Subservicers in effecting the timely payments payment of taxes and assessments on the a Mortgaged Properties and related insurance premiums Property shall not, for the purpose of calculating monthly distributions to the Certificateholders, not be added to the Stated Principal Balances unpaid principal balance of the related Mortgage LoansLoan, notwithstanding that the terms of such Mortgage Loans Loan so permit. The relationship . (c) Notwithstanding anything in this Agreement to the contrary, the Servicer may not make any future advances with respect to a Mortgage Loan (except as provided in Section 4.01) and the Servicer shall not (i) permit any modification with respect to any Mortgage Loan that would change the Mortgage Rate, reduce or increase the principal balance (except for reductions resulting from actual payments of principal) or change the final maturity date on such Mortgage Loan or (ii) permit any modification, waiver or amendment of any term of any Mortgage Loan that would both (A) effect an exchange or reissuance of such Mortgage Loan under Section 1001 of the Servicer Code (or final, temporary or proposed Treasury regulations promulgated thereunder) and (B) cause any REMIC to fail to qualify as a REMIC under the Code or the imposition of any successor to tax on "prohibited transactions" or "contributions after the startup date" under the REMIC Provisions, or (iii) except as provided in Section 3.07(a), waive any Prepayment Charges. (d) The Servicer as servicer may delegate its responsibilities under this Agreement) to ; provided, however, that no such delegation shall release the Trustee Servicer from the responsibilities or liabilities arising under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agentAgreement.

Servicer to Service Mortgage Loans. (a) For and on behalf of the Certificateholders, the Servicer shall service and administer the Mortgage Loans, all Loans in accordance with the terms of this AgreementAgreement and the respective Mortgage Loans and, Customary to the extent consistent with such terms, in the same manner in which it services and administers similar mortgage loans for its own portfolio, giving due consideration to customary and usual standards of practice of mortgage lenders and loan servicers administering similar mortgage loans but without regard to: (i) any relationship that the Servicer, any Subservicer or any Affiliate of the Servicer or any Subservicer may have with the related Mortgagor; (ii) the ownership or non-ownership of any Certificate by the Servicer or any Affiliate of the Servicer; (iii) the Servicer's obligation to make P&I Advances or Servicing ProceduresAdvances; or (iv) the Servicer's or any Subservicer's right to receive compensation for its services hereunder or with respect to any particular transaction. To the extent consistent with the foregoing, applicable law the Servicer shall seek to maximize the timely and complete recovery of principal and interest on the Mortgage Notes. Subject only to the above-described servicing standards and the terms of this Agreement and of the respective Mortgage Notes and Mortgages. In connection with such servicing and administrationLoans, the Servicer shall have full power and authority, acting alone and/or or through Subservicers as provided in Section 3.02, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration including, but not limited to, the power and authority, subject to the terms hereof, (a) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents which it may deem necessary or waivers and other instruments and documents, (b) to consent, with respect to the Mortgage Loans it services, to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (c) to collect any Insurance Proceeds and other Liquidation Proceeds relating to the Mortgage Loans it services, and (d) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan it services. The Servicer shall represent and protect the interests of the Trust in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan and shall not make or permit any modification, waiver or amendment of any term of any Mortgage Loan, except as provided pursuant to Section 3.21desirable. Without limiting the generality of the foregoing, the Servicer, Servicer in its own name or in the name of any a Subservicer or the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, Trustee when the Servicer or any Subservicer, as the case may be, believes it appropriate in its reasonable judgmentbest judgment in accordance with Accepted Servicing Practices, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any of them, deliver any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans it servicesand 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 with respect to the related Mortgaged Properties hold or cause to be held for the benefit title to such properties, on behalf of the CertificateholdersTrustee. The Servicer shall prepare service and deliver administer the Mortgage Loans in accordance with applicable state and federal law and shall provide to the Depositor and/or Mortgagors any reports required to be provided to them thereby. The Servicer covenants that its computer and other systems used in servicing the Mortgage Loans operate in a manner such that the Servicer can service the Mortgage Loans in accordance with the terms of this Pooling and Servicing Agreement. The Servicer shall also comply in the performance of this Agreement with all reasonable rules and requirements of each insurer under any standard hazard insurance policy. Subject to Section 3.16, the Trustee shall execute, at the written request of the Servicer, and furnish to the Servicer and any Subservicer such documents requiring execution and delivery by either or both of them provided to the Trustee as are necessary or appropriate to enable the Servicer or any Subservicer to service carry out their servicing and administer administrative duties hereunder, and the Mortgage Loans it services Trustee hereby grants to the Servicer, and this Agreement shall constitute, a power of attorney to carry out such duties including a power of attorney in the form of Exhibit O hereto to take title to Mortgaged Properties after foreclosure on behalf of the Trustee. The Trustee shall execute a separate power of attorney in favor of the Servicer for the purposes described herein to the extent that necessary or desirable to enable the Servicer is to perform its duties hereunder. The Trustee shall not permitted to execute and deliver be liable for the actions of the Servicer or any Subservicers under such documents pursuant powers of attorney. Notwithstanding anything contained herein to the preceding sentence. Upon receipt of such documentscontrary, neither the Servicer nor any Subservicer shall without the Trustee's consent: (i) initiate any action, suit or proceeding solely under the Trustee's name without indicating the Servicer's or Subservicer's, as applicable, representative capacity, or (ii) take any action with the intent to, or which actually does cause, the Depositor and/or the TrusteeTrustee to be registered to do business in any state. (b) Subject to Section 3.09(b), upon the direction of the Servicer, shall promptly execute such documents and deliver them to the Servicer. In 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 timely payment of taxes and assessments on the Mortgaged Properties relating to the Mortgage Loans it servicesProperties, which advances shall be Servicing Advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.093.09(b), and further as provided in Section 3.11. The costs Any cost incurred by the Servicer, if any, Servicer or by Subservicers in effecting the timely payments payment of taxes and assessments on the a Mortgaged Properties and related insurance premiums Property shall not, for the purpose of calculating monthly distributions to the Certificateholders, not be added to the Stated Principal Balances unpaid principal balance of the related Mortgage LoansLoan, notwithstanding that the terms of such Mortgage Loans Loan so permit. The relationship . (c) Notwithstanding anything in this Agreement to the contrary, the Servicer may not make any future advances with respect to a Mortgage Loan (except as provided in Section 4.01) and the Servicer shall not (i) permit any modification with respect to any Mortgage Loan that would change the Mortgage Rate, reduce or increase the principal balance (except for reductions resulting from actual payments of principal) or change the final maturity date on such Mortgage Loan (except for a reduction of interest payments resulting from the application of the Servicer Servicemembers Civil Relief Act or any similar state statutes) or (and ii) permit any modification, waiver or amendment of any successor term of any Mortgage Loan that would both (A) effect an exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or final, temporary or proposed Treasury regulations promulgated thereunder) and (B) cause either the Upper Tier REMIC or the Lower Tier REMIC to fail to qualify as a REMIC under the Code or the imposition of any tax on "prohibited transactions" or "contributions after the startup date" under the REMIC Provisions, or (iii) except as provided in Section 3.07(a), waive any Prepayment Charges. (d) The Servicer as servicer may delegate its responsibilities under this Agreement; provided, however, that no such delegation shall release the Servicer from the responsibilities or liabilities arising under this Agreement. (e) In the event that the Mortgage Loan Documents relating to any Mortgage Loan contain provisions requiring the related Mortgagor to submit to binding arbitration any disputes arising in connection with such Mortgage Loan, the Servicer shall be entitled to waive any such provisions on behalf of the Trust and to send written notice of such waiver to the Trustee under this Agreement is intended by related Mortgagor, although the parties to be that Mortgagor may still require arbitration of an independent contractor and not that of a joint venturer, partner or agentsuch disputes at its option.

Servicer to Service Mortgage Loans. (a) For and on behalf of the CertificateholdersCertificateholders and for the benefit of the Class A-3b Certificate Insurer (and all references in this Agreement for the benefit of or actions on behalf of the Class A-3b Certificateholders shall be deemed to include the Class A-3b Certificate Insurer), the Servicer shall service and administer the Mortgage Loans, all Loans in accordance with the terms of this AgreementAgreement and the respective Mortgage Loans and, Customary to the extent consistent with such terms, in the same manner in which it services and administers similar mortgage loans for its own portfolio, giving due consideration to customary and usual standards of practice of mortgage lenders and loan servicers administering similar mortgage loans but without regard to: (i) any relationship that the Servicer, any Subservicer or any Affiliate of the Servicer or any Subservicer may have with the related Mortgagor; (ii) the ownership or non-ownership of any Certificate by the Servicer or any Affiliate of the Servicer; (iii) the Servicer's obligation to make P&I Advances or Servicing ProceduresAdvances; or (iv) the Servicer's or any Subservicer's right to receive compensation for its services hereunder or with respect to any particular transaction. To the extent consistent with the foregoing, applicable law the Servicer shall seek to maximize the timely and complete recovery of principal and interest on the Mortgage Notes. Subject only to the above-described servicing standards and the terms of this Agreement and of the respective Mortgage Notes and Mortgages. In connection with such servicing and administrationLoans, the Servicer shall have full power and authority, acting alone and/or or through Subservicers as provided in Section 3.02, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration including, but not limited to, the power and authority, subject to the terms hereof, (a) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents which it may deem necessary or waivers and other instruments and documents, (b) to consent, with respect to the Mortgage Loans it services, to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (c) to collect any Insurance Proceeds and other Liquidation Proceeds relating to the Mortgage Loans it services, and (d) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan it services. The Servicer shall represent and protect the interests of the Trust in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan and shall not make or permit any modification, waiver or amendment of any term of any Mortgage Loan, except as provided pursuant to Section 3.21desirable. Without limiting the generality of the foregoing, the Servicer, Servicer in its own name or in the name of any a Subservicer or the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, Trustee when the Servicer or any Subservicer, as the case may be, believes it appropriate in its reasonable judgmentbest judgment in accordance with Accepted Servicing Practices, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any of them, deliver any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans it servicesand 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 with respect to the related Mortgaged Properties hold or cause to be held for the benefit title to such properties, on behalf of the CertificateholdersTrustee. The Servicer shall prepare service and deliver administer the Mortgage Loans in accordance with applicable state and federal law and shall provide to the Depositor and/or Mortgagors any reports required to be provided to them thereby. The Servicer covenants that its computer and other systems used in servicing the Mortgage Loans operate in a manner such that the Servicer can service the Mortgage Loans in accordance with the terms of this Pooling and Servicing Agreement. The Servicer shall also comply in the performance of this Agreement with all reasonable rules and requirements of each insurer under any standard hazard insurance policy. Subject to Section 3.16, the Trustee shall execute, at the written request of the Servicer, and furnish to the Servicer and any Subservicer such documents requiring execution and delivery by either or both of them provided to the Trustee as are necessary or appropriate to enable the Servicer or any Subservicer to service carry out its servicing and administer administrative duties hereunder, and the Mortgage Loans it services Trustee hereby grants to the Servicer, and this Agreement shall constitute, a power of attorney to carry out such duties, including a power of attorney in the form of Exhibit R hereto to take title to Mortgaged Properties after foreclosure in the name of and on behalf of the Trustee. The Trustee shall execute a separate power of attorney in favor of the Servicer for the purposes described herein to the extent that necessary or desirable to enable the Servicer is to perform its duties hereunder. The Trustee shall not permitted to execute and deliver be liable for the actions of the Servicer or any Subservicers under such documents pursuant powers of attorney. Notwithstanding anything contained herein to the preceding sentence. Upon receipt of such documentscontrary, neither the Servicer nor any Subservicer shall without the Trustee's consent: (i) initiate any action, suit or proceeding solely under the Trustee's name without indicating the Servicer's or Subservicer's, as applicable, representative capacity, or (ii) take any action with the intent to, or which actually does cause, the Depositor and/or the TrusteeTrustee to be registered to do business in any state. (b) Subject to Section 3.09(b), upon the direction of the Servicer, shall promptly execute such documents and deliver them to the Servicer. In 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 timely payment of taxes and assessments on the Mortgaged Properties relating to the Mortgage Loans it servicesProperties, which advances shall be Servicing Advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.093.09(b), and further as provided in Section 3.11. The costs Any cost incurred by the Servicer, if any, Servicer or by Subservicers in effecting the timely payments payment of taxes and assessments on the a Mortgaged Properties and related insurance premiums Property shall not, for the purpose of calculating monthly distributions to the Certificateholders, not be added to the Stated Principal Balances unpaid principal balance of the related Mortgage LoansLoan, notwithstanding that the terms of such Mortgage Loans Loan so permit. The relationship . (c) Notwithstanding anything in this Agreement to the contrary, the Servicer may not make any future advances with respect to a Mortgage Loan (except as provided in Section 4.01) and the Servicer shall not (i) permit any modification with respect to any Mortgage Loan that would change the Mortgage Rate, reduce or increase the principal balance (except for reductions resulting from actual payments of principal) or change the final maturity date on such Mortgage Loan (except for a reduction of interest payments resulting from the application of the Servicer Servicemembers Civil Relief Act or any similar state statutes) or (and ii) permit any modification, waiver or amendment of any successor term of any Mortgage Loan that would both (A) effect an exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or final, temporary or proposed Treasury regulations promulgated thereunder) and (B) cause either the Upper Tier REMIC or the Lower Tier REMIC to fail to qualify as a REMIC under the Code or the imposition of any tax on "prohibited transactions" or "contributions after the startup date" under the REMIC Provisions, or (iii) except as provided in Section 3.07(a), waive any Prepayment Charges. (d) The Servicer as servicer may delegate its responsibilities under this Agreement; provided, however, that no such delegation shall release the Servicer from the responsibilities or liabilities arising under this Agreement. (e) In the event that the Mortgage Loan Documents relating to any Mortgage Loan contain provisions requiring the related Mortgagor to submit to binding arbitration any disputes arising in connection with such Mortgage Loan, the Servicer shall be entitled to waive any such provisions on behalf of the Trust and to send written notice of such waiver to the Trustee under this Agreement is intended by related Mortgagor, although the parties to be that Mortgagor may still require arbitration of an independent contractor and not that of a joint venturer, partner or agentsuch disputes at its option.

Servicer to Service Mortgage Loans. (a) For and on behalf of the Certificateholders, the Servicer shall service and administer the Mortgage Loans, all Loans in accordance with the terms of this AgreementAgreement and the respective Mortgage Loans and, Customary to the extent consistent with such terms, in the same manner in which it services and administers similar mortgage loans for its own portfolio, giving due consideration to customary and usual standards of practice of mortgage lenders and loan servicers administering similar mortgage loans but without regard to: (i) any relationship that the Servicer, any Subservicer or any Affiliate of the Servicer or any Subservicer may have with the related Mortgagor; (ii) the ownership or non-ownership of any Certificate by the Servicer or any Affiliate of the Servicer; (iii) the Servicer's obligation to make P&I Advances or Servicing ProceduresAdvances; or (iv) the Servicer's or any Subservicer's right to receive compensation for its services hereunder or with respect to any particular transaction. To the extent consistent with the foregoing, applicable law the Servicer shall seek to maximize the timely and complete recovery of principal and interest on the Mortgage Notes. Subject only to the above-described servicing standards and the terms of this Agreement and of the respective Mortgage Notes and Mortgages. In connection with such servicing and administrationLoans, the Servicer shall have full power and authority, acting alone and/or or through Subservicers as provided in Section 3.02, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration including, but not limited to, the power and authority, subject to the terms hereof, (a) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents which it may deem necessary or waivers and other instruments and documents, (b) to consent, with respect to the Mortgage Loans it services, to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (c) to collect any Insurance Proceeds and other Liquidation Proceeds relating to the Mortgage Loans it services, and (d) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan it services. The Servicer shall represent and protect the interests of the Trust in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan and shall not make or permit any modification, waiver or amendment of any term of any Mortgage Loan, except as provided pursuant to Section 3.21desirable. Without limiting the generality of the foregoing, the Servicer, Servicer in its own name or in the name of any a Subservicer or the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, Trustee when the Servicer or any Subservicer, as the case may be, believes it appropriate in its reasonable judgmentbest judgment in accordance with Accepted Servicing Practices, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any of them, deliver any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans it servicesand 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 with respect to the related Mortgaged Properties hold or cause to be held for the benefit title to such properties, on behalf of the CertificateholdersTrustee. The Servicer shall prepare service and deliver administer the Mortgage Loans in accordance with applicable state and federal law and shall provide to the Depositor and/or Mortgagors any reports required to be provided to them thereby. The Servicer covenants that its computer and other systems used in servicing the Mortgage Loans operate in a manner such that the Servicer can service the Mortgage Loans in accordance with the terms of this Pooling and Servicing Agreement. The Servicer shall also comply in the performance of this Agreement with all reasonable rules and requirements of each insurer under any standard hazard insurance policy. Subject to Section 3.16, the Trustee shall execute, at the written request of the Servicer, and furnish to the Servicer and any Subservicer such documents requiring execution and delivery by either or both of them provided to the Trustee as are necessary or appropriate to enable the Servicer or any Subservicer to service carry out their servicing and administer administrative duties hereunder, and the Mortgage Loans it services Trustee hereby grants to the Servicer, and this Agreement shall constitute, a power of attorney to carry out such duties including a power of attorney to take title to Mortgaged Properties after foreclosure on behalf of the Trustee. The Trustee shall execute a separate power of attorney in favor of the Servicer for the purposes described herein to the extent that necessary or desirable to enable the Servicer is to perform its duties hereunder. The Trustee shall not permitted to execute and deliver be liable for the actions of the Servicer or any Subservicers under such documents pursuant powers of attorney. Notwithstanding anything contained herein to the preceding sentence. Upon receipt of such documentscontrary, neither the Servicer nor any Subservicer shall without the Trustee's consent: (i) initiate any action, suit or proceeding solely under the Trustee's name without indicating the Servicer's or Subservicer's, as applicable, representative capacity, or (ii) take any action with the intent to, or which actually does cause, the Depositor and/or the TrusteeTrustee to be registered to do business in any state. (b) Subject to Section 3.09(b), upon the direction of the Servicer, shall promptly execute such documents and deliver them to the Servicer. In 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 timely payment of taxes and assessments on the Mortgaged Properties relating to the Mortgage Loans it servicesProperties, which advances shall be Servicing Advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.093.09(b), and further as provided in Section 3.11. The costs Any cost incurred by the Servicer, if any, Servicer or by Subservicers in effecting the timely payments payment of taxes and assessments on the a Mortgaged Properties and related insurance premiums Property shall not, for the purpose of calculating monthly distributions to the Certificateholders, not be added to the Stated Principal Balances unpaid principal balance of the related Mortgage LoansLoan, notwithstanding that the terms of such Mortgage Loans Loan so permit. The relationship . (c) Notwithstanding anything in this Agreement to the contrary, the Servicer may not make any future advances with respect to a Mortgage Loan (except as provided in Section 4.01) and the Servicer shall not (i) permit any modification with respect to any Mortgage Loan that would change the Mortgage Rate, reduce or increase the principal balance (except for reductions resulting from actual payments of principal) or change the final maturity date on such Mortgage Loan (except for a reduction of interest payments resulting from the application of the Servicer Servicemembers Civil Relief Act or any similar state statutes) or (and ii) permit any modification, waiver or amendment of any successor term of any Mortgage Loan that would both (A) effect an exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or final, temporary or proposed Treasury regulations promulgated thereunder) and (B) cause either the Upper Tier REMIC or the Lower Tier REMIC to fail to qualify as a REMIC under the Code or the imposition of any tax on "prohibited transactions" or "contributions after the startup date" under the REMIC Provisions, or (iii) except as provided in Section 3.07(a), waive any Prepayment Charges. (d) The Servicer as servicer may delegate its responsibilities under this Agreement) to ; provided, however, that no such delegation shall release the Trustee Servicer from the responsibilities or liabilities arising under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agentAgreement.

Servicer to Service Mortgage Loans. For and on behalf of the Certificateholders, the Servicer shall service and administer the Mortgage Loans, all Loans in accordance with the terms of this Agreement, Customary Accepted Servicing Procedures, applicable law and the terms of the Mortgage Notes and MortgagesPractices. In connection with such servicing and administration, the Servicer shall have full power and authority, acting alone and/or through Subservicers subservicers as provided in Section 3.023.02 hereof, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration includingadministration, including but not limited to, the power and authority, subject to the terms hereof, hereof (ai) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (bii) to consent, with respect to the Mortgage Loans it services, consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (ciii) to collect any Insurance Proceeds and other Liquidation Proceeds relating to the Mortgage Loans it services, and (div) subject to Section 3.12(a), to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that, subject to Section 6.03, the Servicer shall not take any action that is inconsistent with or prejudices the interests of the Issuing Entity or the Certificateholders in any Mortgage Loan serviced by it servicesunder this Agreement or the rights and interests of the other parties to this Agreement except as otherwise required by this Agreement or by law. Notwithstanding anything in this Agreement to the contrary, including Section 3.05, the Servicer shall not make or permit any modification, waiver or amendment of any term of any Mortgage Loan which would cause any of the REMICs provided for herein to fail to qualify as a REMIC or result in the imposition of any tax under Section 860G(a) or 860G(d) of the Code. The Servicer shall represent and protect the interests interest of the Trust Fund in the same manner as it currently protects its own interests interest in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan and shall not make or permit any modification, waiver or amendment of any term of any Mortgage Loan, except as but in any case not in any manner that is a lesser standard than that provided pursuant to in the first sentence of this Section 3.213.01. Without limiting the generality of the foregoing, the Servicer, in its own name or in the name of any Subservicer or the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, when the Servicer or any Subservicer, as the case may be, believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, subordinations and all other comparable instruments, with respect to the Mortgage Loans it servicesLoans, and with respect to the related Mortgaged Properties held for the benefit of the Certificateholders. The Servicer shall prepare and deliver to the Depositor and/or the Trustee such documents requiring execution and delivery by either any or both all of them as are necessary or appropriate to enable the Servicer to service and administer the Mortgage Loans it services Loans, to the extent that the Servicer is not permitted to execute and deliver such documents pursuant to the preceding sentence. Upon receipt of such documents, the Depositor and/or the Trustee, upon the direction of the Servicer, Trustee shall promptly execute such documents and deliver them to the Servicer. In For purposes of this Section 3.01, the Trustee hereby grants to the Servicer a limited power of attorney in such form as shall be prepared by the Servicer and agreed to by the Trustee and the Servicer to execute and file any and all documents necessary to fulfill the obligations of the Servicer under this Section 3.01. Upon request of the Servicer, the Trustee shall furnish the Servicer with any powers of attorney and other documents in form as provided to it necessary or appropriate to enable the Servicer to service and administer the Mortgage Loans. The Trustee shall not be responsible for and the Servicer shall indemnify the Trustee for any action taken by the Servicer pursuant to the application of any power of attorney to the extent indemnification by the Servicer is required by Section 3.25 and provided that the Servicer shall have no obligation to indemnify the Trustee for such action to the extent such action was taken pursuant to and in accordance with specific written instructions from the standards of Trustee, which instructions are not based on Servicer's recommendations or proposals. Notwithstanding anything contained herein to the preceding paragraphcontrary, the Servicer shall advance not without the Trustee's written consent, hire or procure counsel to represent the Trustee without indicating its representative capacity. The Servicer shall not be required to make any Advance or Servicing Advance with respect to a Mortgage Loan that is 150 days or more delinquent. The Servicer and the Trustee shall have at least 10 days' notice of the issuance of any NIM Notes. The Servicer shall deliver a list of Servicing Officers and specimen signatures to the Trustee by the Closing Date. In accordance with Accepted Servicing Practices the Servicer will fully furnish (for the period it services the Mortgage Loans), in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company on a monthly basis except as the Servicer deems prudent for prevention or resolution of disputes with Mortgagors. The Servicer further is authorized and empowered by the Trustee, on behalf of the Certificateholders and the Trustee, in its own name or in the name of the Subservicer, when the Servicer or the 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 be advanced funds execute and deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as necessary nominee for the purpose Trustee and its successors and assigns. Any reasonable expenses incurred in connection with the actions described in the preceding sentence or as a result of effecting MERS discontinuing or becoming unable to continue operations in connection with the payment of taxes and assessments on the Mortgaged Properties relating to the Mortgage Loans it servicesMERS System, which Servicing Advances shall be reimbursable in subject to withdrawal by the first instance from related collections Servicer from the Mortgagors pursuant to Collection Account (provided that such expenses constitute "unanticipated expenses" within the meaning of Treasury Regulation Section 3.09, and further as provided in Section 3.111.860G-1(b)(3)(ii)). The costs incurred by the Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balances of the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. The relationship of the Servicer (and any successor thereto hereunder) hereby acknowledges that with respect to each Accommodated Mortgage Loan, (i) the first Adjustment Date and (ii) a reduction in the mortgage margin will occur on, and become effective as of, respectively, the sixty-first Monthly Payment due thereunder. The Servicer's data with respect to the servicing of the Accommodated Mortgage Loans shall at all times reflect that the first Adjustment Date and mortgage margin reduction with respect to each Accommodated Mortgage Loan shall occur on, and become effective as of, respectively, each such Accommodated Mortgage Loan's sixty-first Mortgage Payment. The Servicer shall maintain such data such that any successor to the Servicer as servicer under this Agreement) will give effect to the Trustee under this Agreement is intended by the parties Adjustment Date Waiver with respect to be that of an independent contractor and not that of a joint venturer, partner or agenteach Accommodated Mortgage Loan.

Servicer to Service Mortgage Loans. For and on behalf of the Certificateholders, the Servicer shall service and administer the Mortgage Loans, all Loans in accordance with the terms of this Agreement, Customary Servicing Procedures, applicable law Agreement and the terms of the Mortgage Notes and Mortgages. In connection with such servicing and administration, the Servicer shall have full power and authority, acting alone and/or through Subservicers as provided in Section 3.02, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration including, but not limited to, the power and authority, subject to the terms hereof, (a) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (b) to consent, with respect to the Mortgage Loans it services, to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (c) to collect any Insurance Proceeds and other Liquidation Proceeds relating to the Mortgage Loans it services, and (d) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan it servicesServicing Standard. The Servicer shall represent and protect the interests of the Trust in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan and shall not make or permit any modification, waiver waiver, or amendment of any term of any Mortgage Loan, except Loan that would cause any REMIC created under this Agreement to fail to qualify as provided pursuant to Section 3.21a REMIC or result in the imposition of any tax under section 860F(a) or section 860G(d) of the Code. Without limiting the generality of the foregoing, the Servicer, in its own name or in the name of any Subservicer or the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, when the Servicer or any Subservicer, as the case may be, believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders Certificateholders, or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans it servicesLoans, and with respect to the related Mortgaged Properties held for the benefit of the Certificateholders. The Servicer shall prepare and deliver to the Depositor and/or or the Trustee such any documents requiring execution and delivery by either or both of them as are necessary or appropriate to enable the Servicer to service and administer the Mortgage Loans it services to the extent that the Servicer is not permitted to execute and deliver such documents pursuant to the preceding sentence. Upon receipt of such the documents, the Depositor and/or or the Trustee, upon Trustee shall execute the direction of the Servicer, shall promptly execute such documents and deliver them to the Servicer. The Servicer further is authorized and empowered by the Trustee, on behalf of the Certificateholders and the Trustee, in its own name when the Servicer believes it appropriate in its best judgment to register any Mortgage Loan on the MERS(R) System, or cause the removal from the registration of any Mortgage Loan on the MERS(R) System, to execute and deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Trustee and its successors and assigns. In accordance with and to the standards extent of the preceding paragraphServicing Standard, the Servicer shall advance or cause funds necessary to be advanced funds as necessary for the purpose of effecting effect the payment of taxes and assessments on the Mortgaged Properties relating to the Mortgage Loans it servicesProperties, which Servicing Advances advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.093.07, and further as provided in Section 3.113.09. The costs incurred by the Servicer, if any, Servicer in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balances of the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. The relationship of the Servicer (and of any successor to the Servicer as servicer under this Agreement) to the Trustee under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent.

Servicer to Service Mortgage Loans. For and on behalf of the Certificateholders, the Servicer shall service and administer the Mortgage Loans, all Loans in accordance with the terms of this Agreement, Customary Accepted Servicing Procedures, applicable law and the terms of the Mortgage Notes and MortgagesPractices. In connection with such servicing and administration, the Servicer shall have full power and authority, acting alone and/or through Subservicers subservicers as provided in Section 3.023.02 hereof, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration includingadministration, including but not limited to, the power and authority, subject to the terms hereof, hereof (ai) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (bii) to consent, with respect to the Mortgage Loans it services, consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (ciii) to collect any Insurance Proceeds and other Liquidation Proceeds relating to the Mortgage Loans it services, and (div) subject to Section 3.12(a), to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that, subject to Section 6.03, the Servicer shall not take any action that is inconsistent with or prejudices the interests of the Trust Fund or the Certificateholders in any Mortgage Loan serviced by it servicesunder this Agreement or the rights and interests of the other parties to this Agreement. The Servicer shall represent and protect the interests interest of the Trust Fund in the same manner as it currently protects its own interests interest in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan and shall not make or permit any modification, waiver or amendment of any term of any Mortgage LoanLoan which would cause either the Master REMIC or the Subsidiary REMIC to fail to qualify as a REMIC or result in the imposition of any tax under Section 860G(a) or 860G(d) of the Code, except as but in any case not in any manner that is a lesser standard than that provided pursuant to in the first sentence of this Section 3.213.01. Without limiting the generality of the foregoing, the Servicer, in its own name or in the name of any Subservicer or the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, when the Servicer or any Subservicer, as the case may be, believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, discharge and all other comparable instruments, with respect to the Mortgage Loans it servicesLoans, and with respect to the related Mortgaged Properties held for the benefit of the Certificateholders. The Servicer shall prepare and deliver to the Depositor and/or the Trustee such documents requiring execution and delivery by either any or both all of them as are necessary or appropriate to enable the Servicer to service and administer the Mortgage Loans it services to the extent that the Servicer is not permitted to execute and deliver such documents pursuant to the preceding sentenceLoans, including without limitation, any powers of attorney. Upon receipt of such documents, the Depositor and/or the Trustee, upon the direction of the Servicer, Trustee shall promptly execute such documents and deliver them to the Servicer. 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 relating to the Mortgage Loans it servicesProperties, which Servicing Advances advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.093.06, and further as provided in Section 3.113.08. The All costs incurred by the Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balances of Balance under the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. The relationship Servicer shall deliver a list of the Servicer (and of any successor to the Servicer as servicer under this Agreement) Servicing Officers to the Trustee under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agentClosing Date.

Servicer to Service Mortgage Loans. For and on behalf of the Certificateholders, the Servicer shall service and administer the Mortgage Loans, all Loans in accordance with the terms of this Agreement, Customary Accepted Servicing Procedures, applicable law and the terms of the Mortgage Notes and MortgagesPractices. In connection with such servicing and administration, the Servicer shall have full power and authority, acting alone and/or through Subservicers subservicers as provided in Section 3.023.02 hereof, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration includingadministration, including but not limited to, the power and authority, subject to the terms hereof, hereof (ai) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (bii) to consent, with respect to the Mortgage Loans it services, consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (ciii) to collect any Insurance Proceeds and other Liquidation Proceeds relating to the Mortgage Loans it services, and (div) subject to Section 3.12(a), to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that, subject to Section 6.03, the Servicer shall not take any action that is inconsistent with or prejudices the interests of the Trust Fund or the Certificateholders in any Mortgage Loan serviced by it servicesunder this Agreement or the rights and interests of the other parties to this Agreement except as otherwise required by this Agreement or by law. The Servicer shall represent and protect the interests interest of the Trust Fund in the same manner as it currently protects its own interests interest in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan and Loan, but in any case not in any manner that is a lesser standard than that provided in the first sentence of this Section 3.01. Notwithstanding anything in this Agreement to the contrary, the Servicer shall not make or permit any modification, waiver or amendment of any term of any Mortgage Loan, except Loan which would cause any of the REMICs provided for herein to fail to qualify as provided pursuant to a REMIC or result in the imposition of any tax under Section 3.21860G(a) or 860G(d) of the Code. Without limiting the generality of the foregoing, the Servicer, in its own name or in the name of any Subservicer or the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, when the Servicer or any Subservicer, as the case may be, believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, discharge and all other comparable instruments, with respect to the Mortgage Loans it servicesLoans, and with respect to the related Mortgaged Properties held for the benefit of the Certificateholders. The Servicer shall prepare and deliver to the Depositor and/or the Trustee such documents requiring execution and delivery by either any or both all of them as are necessary or appropriate to enable the Servicer to service and administer the Mortgage Loans it services to Loans. If reasonably required by the extent that Servicer, the Trustee shall furnish the Servicer is not permitted with a reasonable number of powers of attorney in the form attached hereto as Exhibit J and execute such other documents delivered to execute it by the Servicer that are necessary or appropriate to enable the Servicer to carry out its servicing and deliver such documents pursuant to the preceding sentenceadministrative duties under this Agreement. Upon receipt of such documents, the Depositor and/or the Trustee, upon the direction of the Servicer, Trustee shall promptly execute such documents and deliver them to the Servicer. The Trustee shall have no liability with respect to any misuse of such power of attorney and shall be indemnified by the Servicer for any costs, liabilities or expenses incurred by the Trustee in connection therewith. 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 any first lien Mortgaged Properties relating to the Mortgage Loans it servicesProperties, which Servicing Advances advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.093.06, and further as provided in Section 3.113.08. The To the extent that a Mortgage does not provide for escrow payments, (i) the Servicer shall determine whether any such payments are made by a first lien Mortgagor in a manner and at a time that is necessary to avoid the loss of the Mortgaged Property due to a tax sale or the foreclosure as a result of a tax lien and (ii) the Servicer shall ensure that all insurance required to be maintained on a first lien Mortgaged Property pursuant to this Agreement is maintained. If any such payment has not been made and the Servicer receives notice of a tax lien with respect to the Mortgage Loan being imposed, the Servicer will, to the extent required to avoid loss of the Mortgaged Property, advance or cause to be advanced funds necessary to discharge such lien on the Mortgaged Property subject to the Servicer's determination that such advances will be recoverable. All costs incurred by the Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balances of Balance under the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. The relationship Servicer shall deliver a list of the Servicer (Servicing Officers and of any successor to the Servicer as servicer under this Agreement) specimen signatures to the Trustee under this Agreement is intended by the parties Closing Date. The Servicer shall deliver to be the MI Insurer all reports required by the MI Insurer that are reasonably available to the Servicer. The Servicer will transmit full-file credit reporting data for each Mortgage Loan pursuant to Fannie Mae Guide Announcement 97-02 and for each Mortgage Loan, the Xxxxxcxx agrees that it shall report one of an independent contractor and the following statuses each month as follows: current, delinquent (30-, 60-, 90-days, etc.), foreclosed or charged-off. With respect to any Mortgage Loan, the Servicer may consent to the refinancing of the prior senior lien relating to such Mortgage Loan, provided that the following requirements are met: (a) the resulting Combined Loan-to-Value Ratio of such Mortgage Loan is no higher than the Combined Loan-to-Value Ratio prior to such refinancing; and (b) the interest rate for the loan evidencing the refinanced senior lien is no more than 2.0% higher than the interest rate on the loan evidencing the existing senior lien immediately prior to the date of such refinancing; and (c) the loan evidencing the refinanced senior lien is not that of a joint venturer, partner or agentsubject to negative amortization.

Servicer to Service Mortgage Loans. For and on behalf of the Certificateholders, the Servicer shall service and administer the Mortgage Loans, all Loans in accordance with the terms of this Agreement, Customary Accepted Servicing Procedures, applicable law and the terms of the Mortgage Notes and MortgagesPractices. In connection with such servicing and administration, the Servicer shall have full power and authority, acting alone and/or through Subservicers subservicers as provided in Section 3.023.02 hereof, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration includingadministration, including but not limited to, the power and authority, subject to the terms hereof, hereof (ai) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (bii) to consent, with respect to the Mortgage Loans it services, consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (ciii) to collect any Insurance Proceeds and other Liquidation Proceeds relating to the Mortgage Loans it services, and (div) subject to Section 3.12(a), to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that, subject to Section 6.03, the Servicer shall not take any action that is inconsistent with or prejudices the interests of the Trust Fund or the Certificateholders in any Mortgage Loan serviced by it servicesunder this Agreement or the rights and interests of the other parties to this Agreement except as otherwise required by this Agreement or by law. Notwithstanding anything in this Agreement to the contrary, the Servicer shall not make or permit any modification, waiver or amendment of any term of any Mortgage Loan which would cause any of the REMICs provided for herein to fail to qualify as a REMIC or result in the imposition of any tax under Section 860G(a) or 860G(d) of the Code. The Servicer shall represent and protect the interests interest of the Trust Fund in the same manner as it currently protects its own interests interest in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan and shall not make or permit any modification, waiver or amendment of any term of any Mortgage Loan, except as but in any case not in any manner that is a lesser standard than that provided pursuant to in the first sentence of this Section 3.213.01. Without limiting the generality of the foregoing, the Servicer, in its own name or in the name of any Subservicer or the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, when the Servicer or any Subservicer, as the case may be, believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, subordinations and all other comparable instruments, with respect to the Mortgage Loans it servicesLoans, and with respect to the related Mortgaged Properties held for the benefit of the Certificateholders. The Servicer shall prepare and deliver to the Depositor Depositor, the Securities Administrator and/or the Trustee such documents requiring execution and delivery by either any or both all of them as are necessary or appropriate to enable the Servicer to service and administer the Mortgage Loans it services Loans, to the extent that the Servicer is not permitted to execute and deliver such documents pursuant to the preceding sentence. Upon receipt of such documents, the Depositor Depositor, the Securities Administrator and/or the Trustee, upon the direction of the Servicer, Trustee shall promptly execute such documents and deliver them to the Servicer. In accordance with For purposes of this Section 3.01, the standards Trustee hereby grants to the Servicer a limited power of attorney to execute and file any and all documents necessary to fulfill the obligations of the preceding paragraphServicer under this Section 3.01. The Servicer shall not be required to make any Servicing Advance with respect to a Mortgage Loan that is 150 days or more delinquent. The Servicer shall deliver a list of Servicing Officers to the Master Servicer and the Trustee by the Closing Date. The Servicer will transmit full-file credit reporting data for each Mortgage Loan pursuant to Xxxxxx Xxx Guide Announcement 97-02 and that for each Mortgage Loan, the Servicer agrees that it shall advance report one of the following statuses each month as follows: current, delinquent (30-, 60-, 90-days, etc.), foreclosed or charged-off. The Servicer further is authorized and empowered by the Trustee, on behalf of the Certificateholders and the Trustee, in its own name or in the name of the Sub-Servicer, when the Servicer or the Sub-Servicer, 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 be advanced funds execute and deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as necessary nominee for the purpose Trustee and its successors and assigns. Any reasonable expenses incurred in connection with the actions described in the preceding sentence or as a result of effecting MERS discontinuing or becoming unable to continue operations in connection with the payment MERS System, shall be subject to withdrawal by the Servicer from the Collection Account. With respect to any second lien Mortgage Loan, the Servicer may consent to the refinancing of taxes and assessments on the Mortgaged Properties prior senior lien relating to the such Mortgage Loans it servicesLoan, which Servicing Advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.09, and further as provided in Section 3.11. The costs incurred by the Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balances of the related Mortgage Loans, notwithstanding that the terms following requirements are met: (a) the resulting Combined Loan-to-Value Ratio of such Mortgage Loans so permit. The relationship of Loan is no higher than the Servicer Combined Loan-to-Value Ratio prior to such refinancing; and (and of any successor b) the interest rate for the loan evidencing the refinanced senior lien is no more than 2.0% higher than the interest rate on the loan evidencing the existing senior lien immediately prior to the Servicer as servicer under this Agreementdate of such refinancing; and (c) the loan evidencing the refinanced senior lien is not subject to the Trustee under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agentnegative amortization.

Servicer to Service Mortgage Loans. For and on behalf of the CertificateholdersCertificateholders and the Certificate Insurer, the Servicer shall service and administer the Mortgage Loans, all Loans in accordance with the terms of this Agreement, Customary Servicing Procedures, applicable law Agreement and the terms of the Mortgage Notes and Mortgages. In connection with such servicing and administration, the Servicer shall have full power and authority, acting alone and/or through Subservicers as provided in Section 3.02, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration including, but not limited to, the power and authority, subject to the terms hereof, (a) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (b) to consent, with respect to the Mortgage Loans it services, to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (c) to collect any Insurance Proceeds and other Liquidation Proceeds relating to the Mortgage Loans it services, and (d) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan it servicesServicing Standard. The Servicer shall represent and protect the interests of the Trust in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan and shall not make or permit any modification, waiver waiver, or amendment of any term of any Mortgage Loan, except Loan that would cause the Trust Fund to fail to qualify as provided pursuant to a REMIC or result in the imposition of any tax under Section 3.21860F(a) or Section 860G(d) of the Code. Without limiting the generality of the foregoing, the Servicer, in its own name or in the name of any Subservicer or the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, when the Servicer or any Subservicer, as the case may be, believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders Certificateholders, or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans it servicesLoans, and with respect to the related Mortgaged Properties held for the benefit of the Certificateholders. The Servicer shall prepare and deliver to the Depositor and/or or the Trustee such any documents requiring execution and delivery by either or both of them as are necessary or appropriate to enable the Servicer to service and administer the Mortgage Loans it services to the extent that the Servicer is not permitted to execute and deliver such documents pursuant to the preceding sentence. Upon receipt of such the documents, the Depositor and/or or the Trustee, upon Trustee shall execute the direction of the Servicer, shall promptly execute such documents and deliver them to the Servicer. The Servicer further is authorized and empowered by the Trustee, on behalf of the Certificateholders and the Trustee, in its own name, when the Servicer believes it appropriate in its best judgment to register any Mortgage Loan on the MERS® System, or cause the removal from the registration of any Mortgage Loan on the MERS® System, to execute and deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Trustee and its successors and assigns. In accordance with and to the standards extent of the preceding paragraphServicing Standard, the Servicer shall advance or cause funds necessary to be advanced funds as necessary for the purpose of effecting effect the payment of taxes and assessments on the Mortgaged Properties relating to the Mortgage Loans it servicesProperties, which Servicing Advances advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.093.07, and further as provided in Section 3.113.09. The costs incurred by the Servicer, if any, Servicer in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balances of the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. The relationship of Servicer is obligated to make required Advances on the Servicer (and of any successor to the Servicer as servicer under this Agreement) to the Trustee under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agentMortgage Loans only until each related Mortgage Loan becomes 180 delinquent.

Servicer to Service Mortgage Loans. (a) For and on behalf of the Certificateholders, the Servicer shall service and administer the Mortgage Loans, all Loans in accordance with the terms of this AgreementAgreement and the respective Mortgage Loans and, Customary to the extent consistent with such terms, in the same manner in which it services and administers similar mortgage loans for its own portfolio, giving due consideration to customary and usual standards of practice of mortgage lenders and loan servicers administering similar mortgage loans but without regard to: (i) any relationship that the Servicer, any Subservicer or any Affiliate of the Servicer or any Subservicer may have with the related Mortgagor; (ii) the ownership or non-ownership of any Certificate by the Servicer or any Affiliate of the Servicer; (iii) the Servicer's obligation to make P&I Advances or Servicing ProceduresAdvances; or (iv) the Servicer's or any Subservicer's right to receive compensation for its services hereunder or with respect to any particular transaction. To the extent consistent with the foregoing, applicable law the Servicer shall seek to maximize the timely and complete recovery of principal and interest on the Mortgage Notes. Subject only to the above-described servicing standards and the terms of this Agreement and of the respective Mortgage Notes and Mortgages. In connection with such servicing and administrationLoans, the Servicer shall have full power and authority, acting alone and/or or through Subservicers as provided in Section 3.02, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration including, but not limited to, the power and authority, subject to the terms hereof, (a) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents which it may deem necessary or waivers and other instruments and documents, (b) to consent, with respect to the Mortgage Loans it services, to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (c) to collect any Insurance Proceeds and other Liquidation Proceeds relating to the Mortgage Loans it services, and (d) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan it services. The Servicer shall represent and protect the interests of the Trust in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan and shall not make or permit any modification, waiver or amendment of any term of any Mortgage Loan, except as provided pursuant to Section 3.21desirable. Without limiting the generality of the foregoing, the Servicer, Servicer in its own name or in the name of any a Subservicer or the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, Trustee when the Servicer or any Subservicer, as the case may be, believes it appropriate in its reasonable judgmentbest judgment in accordance with Accepted Servicing Practices, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any of them, deliver any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans it servicesand 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 with respect to the related Mortgaged Properties hold or cause to be held for the benefit title to such properties, on behalf of the CertificateholdersTrustee. The Servicer shall prepare service and deliver administer the Mortgage Loans in accordance with applicable state and federal law and shall provide to the Depositor and/or Mortgagors any reports required to be provided to them thereby. The Servicer covenants that its computer and other systems used in servicing the Mortgage Loans operate in a manner such that the Servicer can service the Mortgage Loans in accordance with the terms of this Pooling and Servicing Agreement. The Servicer shall also comply in the performance of this Agreement with all reasonable rules and requirements of each insurer under any standard hazard insurance policy. Subject to Section 3.16, the Trustee shall execute, at the written request of the Servicer, and furnish to the Servicer and any Subservicer such documents requiring execution and delivery by either or both of them provided to the Trustee as are necessary or appropriate to enable the Servicer or any Subservicer to service carry out their servicing and administer administrative duties hereunder, and the Mortgage Loans it services Trustee hereby grants to the Servicer, and this Agreement shall constitute, a power of attorney to carry out such duties including a power of attorney to take title to Mortgaged Properties after foreclosure on behalf of the Trustee. The Trustee shall execute a separate power of attorney in favor of the Servicer for the purposes described herein to the extent that necessary or desirable to enable the Servicer is to perform its duties hereunder. The Trustee shall not permitted to execute and deliver be liable for the actions of the Servicer or any Subservicers under such documents pursuant powers of attorney. Notwithstanding anything contained herein to the preceding sentence. Upon receipt of such documentscontrary, neither the Servicer nor any Subservicer shall without the Trustee's consent: (i) initiate any action, suit or proceeding solely under the Trustee's name without indicating the Servicer's or Subservicer's, as applicable, representative capacity, or (ii) take any action with the intent to, or which actually does cause, the Depositor and/or the TrusteeTrustee to be registered to do business in any state. (b) Subject to Section 3.09(b), upon the direction of the Servicer, shall promptly execute such documents and deliver them to the Servicer. In 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 timely payment of taxes and assessments on the Mortgaged Properties relating to the Mortgage Loans it servicesProperties, which advances shall be Servicing Advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.093.09(b), and further as provided in Section 3.11. The costs Any cost incurred by the Servicer, if any, Servicer or by Subservicers in effecting the timely payments payment of taxes and assessments on the a Mortgaged Properties and related insurance premiums Property shall not, for the purpose of calculating monthly distributions to the Certificateholders, not be added to the Stated Principal Balances unpaid principal balance of the related Mortgage LoansLoan, notwithstanding that the terms of such Mortgage Loans Loan so permit. The relationship . (c) Notwithstanding anything in this Agreement to the contrary, the Servicer may not make any future advances with respect to a Mortgage Loan (except as provided in Section 4.01) and the Servicer shall not (i) permit any modification with respect to any Mortgage Loan that would change the Mortgage Rate, reduce or increase the principal balance (except for reductions resulting from actual payments of principal) or change the final maturity date on such Mortgage Loan (except for a reduction of interest payments resulting from the application of the Servicer Servicemembers Civil Relief Act or any similar state statutes) or (and ii) permit any modification, waiver or amendment of any successor term of any Mortgage Loan that would both (A) effect an exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or final, temporary or proposed Treasury regulations promulgated thereunder) and (B) cause either the Upper Tier REMIC or the Lower Tier REMIC to fail to qualify as a REMIC under the Code or the imposition of any tax on "prohibited transactions" or "contributions after the startup date" under the REMIC Provisions, or (iii) except as provided in Section 3.07(a), waive any Prepayment Charges. (d) The Servicer as servicer may delegate its responsibilities under this Agreement; provided, however, that no such delegation shall release the Servicer from the responsibilities or liabilities arising under this Agreement. (e) In the event that the Mortgage Loan Documents relating to any Mortgage Loan contain provisions requiring the related Mortgagor to submit to binding arbitration any disputes arising in connection with such Mortgage Loan, the Servicer shall be entitled to waive any such provisions on behalf of the Trust and to send written notice of such waiver to the Trustee under this Agreement is intended by related Mortgagor, although the parties to be that Mortgagor may still require arbitration of an independent contractor and not that of a joint venturer, partner or agentsuch disputes at its option.

Servicer to Service Mortgage Loans. For and on behalf of the Certificateholders, the Servicer shall service and administer the Mortgage Loans, all Loans in accordance with the terms of this Agreement, Customary Accepted Servicing Procedures, applicable law and the terms of the Mortgage Notes and MortgagesPractices. In connection with such servicing and administration, the Servicer shall have full power and authority, acting alone and/or through Subservicers subservicers as provided in Section 3.023.02 hereof, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration includingadministration, including but not limited to, the power and authority, subject to the terms hereof, hereof (ai) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (bii) to consent, with respect to the Mortgage Loans it services, consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (ciii) to collect any Insurance Proceeds and other Liquidation Proceeds relating to the Mortgage Loans it services, and (div) subject to Section 3.12(a), to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that, subject to Section 6.03, the Servicer shall not take any action that is inconsistent with or prejudices the interests of the Trust Fund or the Certificateholders in any Mortgage Loan serviced by it servicesunder this Agreement or the rights and interests of the other parties to this Agreement except as otherwise required by this Agreement or by law. Notwithstanding anything in this Agreement to the contrary, the Servicer shall not make or permit any modification, waiver or amendment of any term of any Mortgage Loan which would cause any of the REMICs provided for herein to fail to qualify as a REMIC or result in the imposition of any tax under Section 860G(a) or 860G(d) of the Code. The Servicer shall represent and protect the interests interest of the Trust Fund in the same manner as it currently protects its own interests interest in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan and shall not make or permit any modification, waiver or amendment of any term of any Mortgage Loan, except as but in any case not in any manner that is a lesser standard than that provided pursuant to in the first sentence of this Section 3.213.01. Without limiting the generality of the foregoing, the Servicer, in its own name or in the name of any Subservicer or the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, when the Servicer or any Subservicer, as the case may be, believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, subordinations and all other comparable instruments, with respect to the Mortgage Loans it servicesLoans, and with respect to the related Mortgaged Properties held for the benefit of the Certificateholders. The Servicer shall prepare and deliver to the Depositor and/or the Trustee such documents requiring execution and delivery by either any or both all of them as are necessary or appropriate to enable the Servicer to service and administer the Mortgage Loans it services Loans, to the extent that the Servicer is not permitted to execute and deliver such documents pursuant to the preceding sentence. Upon receipt of such documents, the Depositor and/or the Trustee, upon the direction of the Servicer, Trustee shall promptly execute such documents and deliver them to the Servicer. In accordance with For purposes of this Section 3.01, the standards Trustee hereby grants to the Servicer a limited power of attorney to execute and file any and all documents necessary to fulfill the obligations of the preceding paragraphServicer under this Section 3.01. Upon request of the Servicer, the Trustee shall furnish the Servicer with any powers of attorney and other documents in form as provided to it necessary or appropriate to enable the Servicer to service and administer the Mortgage Loans. The Trustee shall not be responsible for and the Servicer shall indemnify the Trustee for any action taken by the Servicer pursuant to the application of any power of attorney. Notwithstanding anything contained herein to the contrary, the Servicer shall advance not without the Trustee's written consent, hire or procure counsel to represent the Trustee without indicating its representative capacity. The Servicer shall not be required to make any Servicing Advance with respect to a Mortgage Loan that is 150 days or more delinquent. The Servicer shall deliver a list of Servicing Officers to the Trustee by the Closing Date. The Servicer will transmit full-file credit reporting data for each Mortgage Loan pursuant to Xxxxxx Xxx Guide Announcement 97-02 and for each Mortgage Loan, the Servicer agrees that it shall report one of the following statuses each month as follows: current, delinquent (30-, 60-, 90-days, etc.), foreclosed or charged-off. The Servicer further is authorized and empowered by the Trustee, on behalf of the Certificateholders and the Trustee, in its own name or in the name of the Sub-Servicer, when the Servicer or the Sub-Servicer, 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 be advanced funds execute and deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as necessary nominee for the purpose Trustee and its successors and assigns. Any reasonable expenses incurred in connection with the actions described in the preceding sentence or as a result of effecting MERS discontinuing or becoming unable to continue operations in connection with the payment MERS System, shall be subject to withdrawal by the Servicer from the Collection Account. With respect to any Mortgage Loan, the Servicer may consent to the refinancing of taxes and assessments on the Mortgaged Properties prior senior lien relating to the such Mortgage Loans it servicesLoan, which Servicing Advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.09, and further as provided in Section 3.11. The costs incurred by the Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balances of the related Mortgage Loans, notwithstanding that the terms following requirements are met: (a) the resulting Combined Loan-to-Value Ratio of such Mortgage Loans so permit. The relationship of Loan is no higher than the Servicer Combined Loan-to-Value Ratio prior to such refinancing; (and of any successor b) the interest rate for the loan evidencing the refinanced senior lien is no more than 2.0% higher than the interest rate on the loan evidencing the existing senior lien immediately prior to the Servicer as servicer under this Agreementdate of such refinancing; and (c) the loan evidencing the refinanced senior lien is not subject to the Trustee under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agentnegative amortization.

Servicer to Service Mortgage Loans. (a) For and on behalf of the CertificateholdersCertificateholders and for the benefit of the Class A-2 Certificate Insurer (and all references in this Agreement for the benefit of or actions on behalf of the Class A-2 Certificateholders shall be deemed to include the Class A-2 Certificate Insurer), the Servicer shall service and administer the Mortgage Loans, all Loans in accordance with the terms of this AgreementAgreement and the respective Mortgage Loans and, Customary to the extent consistent with such terms, in the same manner in which it services and administers similar mortgage loans for its own portfolio, giving due consideration to customary and usual standards of practice of mortgage lenders and loan servicers administering similar mortgage loans but without regard to: (i) any relationship that the Servicer, any Subservicer or any Affiliate of the Servicer or any Subservicer may have with the related Mortgagor; (ii) the ownership or non-ownership of any Certificate by the Servicer or any Affiliate of the Servicer; (iii) the Servicer's obligation to make P&I Advances or Servicing ProceduresAdvances; or (iv) the Servicer's or any Subservicer's right to receive compensation for its services hereunder or with respect to any particular transaction. To the extent consistent with the foregoing, applicable law the Servicer shall seek to maximize the timely and complete recovery of principal and interest on the Mortgage Notes. Subject only to the above-described servicing standards and the terms of this Agreement and of the respective Mortgage Notes and Mortgages. In connection with such servicing and administrationLoans, the Servicer shall have full power and authority, acting alone and/or or through Subservicers as provided in Section 3.02, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration including, but not limited to, the power and authority, subject to the terms hereof, (a) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents which it may deem necessary or waivers and other instruments and documents, (b) to consent, with respect to the Mortgage Loans it services, to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (c) to collect any Insurance Proceeds and other Liquidation Proceeds relating to the Mortgage Loans it services, and (d) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan it services. The Servicer shall represent and protect the interests of the Trust in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan and shall not make or permit any modification, waiver or amendment of any term of any Mortgage Loan, except as provided pursuant to Section 3.21desirable. Without limiting the generality of the foregoing, the Servicer, Servicer in its own name or in the name of any a Subservicer or the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, Trustee when the Servicer or any Subservicer, as the case may be, believes it appropriate in its reasonable judgmentbest judgment in accordance with the servicing standards set forth above, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any of them, deliver any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans it servicesand 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 with respect to the related Mortgaged Properties hold or cause to be held for the benefit title to such properties, on behalf of the CertificateholdersTrustee. The Servicer shall prepare service and deliver administer the Mortgage Loans in accordance with applicable state and federal law and shall provide to the Depositor and/or Mortgagors any reports required to be provided to them thereby. The Servicer shall also comply in the performance of this Agreement with all reasonable rules and requirements of each insurer under any standard hazard insurance policy. Subject to Section 3.16, the Trustee shall execute, at the written request of the Servicer, and furnish to the Servicer and any Subservicer such documents requiring execution and delivery by either or both of them as are necessary or appropriate to enable the Servicer or any Subservicer to service carry out their servicing and administer administrative duties hereunder, and the Mortgage Loans it services Trustee hereby grants to the Servicer, and this Agreement shall constitute, a power of attorney to carry out such duties including a power of attorney to take title to Mortgaged Properties after foreclosure on behalf of the Trustee. The Trustee shall execute a separate power of attorney in favor of the Servicer for the purposes described herein to the extent that necessary or desirable to enable the Servicer is to perform its duties hereunder. The Trustee shall not permitted to execute and deliver such documents pursuant to be liable for the preceding sentence. Upon receipt of such documents, the Depositor and/or the Trustee, upon the direction actions of the ServicerServicer or any Subservicers under such powers of attorney. (b) Subject to Section 3.09(b) hereof, shall promptly execute such documents and deliver them to the Servicer. In 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 timely payment of taxes and assessments on the Mortgaged Properties relating to the Mortgage Loans it servicesProperties, which advances shall be Servicing Advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.093.09(b), and further as provided in Section 3.11. The costs Any cost incurred by the Servicer, if any, Servicer or by Subservicers in effecting the timely payments payment of taxes and assessments on the a Mortgaged Properties and related insurance premiums Property shall not, for the purpose of calculating monthly distributions to the Certificateholders, not be added to the Stated Principal Balances unpaid principal balance of the related Mortgage LoansLoan, notwithstanding that the terms of such Mortgage Loans Loan so permit. The relationship . (c) Notwithstanding anything in this Agreement to the contrary, the Servicer may not make any future advances with respect to a Mortgage Loan (except as provided in Section 4.01) and the Servicer shall not (i) permit any modification with respect to any Mortgage Loan that would change the Mortgage Rate, reduce or increase the principal balance (except for reductions resulting from actual payments of principal) or change the final maturity date on such Mortgage Loan (except for a reduction of interest payments resulting from the application of the Servicer Soldiers' and Sailors' Relief Act of 1940, as amended, or any similar state statutes) or (and ii) permit any modification, waiver or amendment of any successor term of any Mortgage Loan that would both (A) effect an exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or final, temporary or proposed Treasury regulations promulgated thereunder) and (B) cause either the Upper Tier REMIC or the Lower Tier REMIC to fail to qualify as a REMIC under the Code or the imposition of any tax on "prohibited transactions" or "contributions after the startup date" under the REMIC Provisions, or (iii) except as provided in Section 3.07(a), waive any Prepayment Charges. (d) The Servicer as servicer may delegate its responsibilities under this Agreement) to ; provided, however, that no such delegation shall release the Trustee Servicer from the responsibilities or liabilities arising under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agentAgreement.

Servicer to Service Mortgage Loans. For and on behalf of the Certificateholders, the Servicer shall service and administer the Mortgage Loans, all Loans in accordance with the terms of this Agreement, Customary Accepted Servicing Procedures, applicable law and the terms of the Mortgage Notes and MortgagesPractices. In connection with such servicing and administration, the Servicer shall have full power and authority, acting alone and/or through Subservicers Sub-Servicers, as provided in Section 3.023.02 hereof, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration includingadministration, including but not limited to, the power and authority, subject to the terms hereof, hereof (ai) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (bii) to consent, with respect to the Mortgage Loans it services, consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (ciii) to collect any Insurance Proceeds and other Liquidation Proceeds relating to the Mortgage Loans it services, and (div) subject to Section 3.12(a), to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that, subject to Section 5.03, the Servicer shall not take any action that is inconsistent with or prejudices the interests of the Trust Fund or the Certificateholders in any Mortgage Loan serviced by it servicesunder this Agreement or the rights and interests of the other parties to this Agreement except as otherwise required by this Agreement or by law. Notwithstanding anything in this Agreement to the contrary, the Servicer shall not make or permit any modification, waiver or amendment of any term of any Mortgage Loan that would cause any of the REMICs provided for in the Pooling and Servicing Agreement, to fail to qualify as a REMIC or result in the imposition of any tax under Section 860G(a) or 860G(d) of the Code. The Servicer shall represent and protect the interests interest of the Trust Fund in the same manner as it currently protects its own interests interest in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan and shall not make or permit any modification, waiver or amendment of any term of any Mortgage Loan, except as but in any case not in any manner that is a lesser standard than that provided pursuant to in the first sentence of this Section 3.213.01. Without limiting the generality of the foregoing, the Servicer, in its own name or in the name of any Subservicer or the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, when the Servicer or any Subservicer, as the case may be, believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, subordinations and all other comparable instruments, with respect to the Mortgage Loans it servicesLoans, and with respect to the related Mortgaged Properties held for the benefit of the Certificateholders. The Servicer shall prepare and deliver to the Depositor and/or the Trustee such documents requiring execution and delivery by either any or both all of them as are necessary or appropriate to enable the Servicer to service and administer the Mortgage Loans it services Loans, to the extent that the Servicer is not permitted to execute and deliver such documents pursuant to the preceding sentence. Upon receipt of such documents, the Depositor and/or the Trustee, upon the direction of the Servicer, Trustee shall promptly execute such documents and deliver them to the Servicer. In accordance with the standards For purposes of the preceding paragraphthis Section 3.01, 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 relating Trustee hereby grants to the Mortgage Loans it services, which Servicing Advances shall be reimbursable in Servicer a limited power of attorney to execute and file any and all documents necessary to fulfill the first instance from related collections from the Mortgagors pursuant to Section 3.09, and further as provided in Section 3.11. The costs incurred by the Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balances of the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. The relationship obligations of the Servicer under this Section 3.01. The Servicer shall not be required to make any Servicing Advance with respect to a Mortgage Loan that is 150 days or more delinquent. The Servicer shall deliver a list of Servicing Officers to the Master Servicer by June 1, 2007. The Servicer will transmit full-file credit reporting data for each Mortgage Loan pursuant to Fannie Mae Guide Announcement 97-02, and for each Mortgage Loan, the Xxxxxxex xgrees that it shall report one of the following statuses each month as follows: current, delinquent (30-, 60-, 90-days, etc.), foreclosed or charged-off. The Servicer further is authorized and empowered by the Trustee, on behalf of the Certificateholders and the Trustee, in its own name or in the name of the Sub-Servicer, when the Servicer or the Sub-Servicer, 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 successor Mortgage Loan on the MERS System, to execute and deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Trustee and its successors and assigns. Any reasonable expenses incurred in connection with the actions described in the preceding sentence or as a result of MERS discontinuing or becoming unable to continue operations in connection with the MERS System, shall be subject to withdrawal by the Servicer as servicer under this Agreement) to from the Trustee under this Agreement is intended by Collection Account (provided that such expenses constitute "unanticipated expenses" within the parties to be that meaning of an independent contractor and not that of a joint venturer, partner or agentTreasury Regulation Section 1.860G-1(b)(3)(ii)).

Servicer to Service Mortgage Loans. For and on behalf of the Certificateholders, the Servicer shall service and administer the Mortgage Loans, all Loans in accordance with the terms of this Agreement, Customary Accepted Servicing Procedures, applicable law and the terms of the Mortgage Notes and MortgagesPractices. In connection with such servicing and administration, the Servicer shall have full power and authority, acting alone and/or through Subservicers subservicers as provided in Section 3.023.02 hereof, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration includingadministration, including but not limited to, the power and authority, subject to the terms hereof, hereof (ai) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (bii) to consent, with respect to the Mortgage Loans it services, consent to transfers of any Mortgaged Property (or the stock allocated to a dwelling unit related to a Co-op Loan) and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (ciii) to collect any Insurance Proceeds and other Liquidation Proceeds relating to the Mortgage Loans it services, and (div) subject to Section 3.12(a), to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property (or the stock allocated to a dwelling unit related to a Co-op Loan) securing any Mortgage Loan; provided that, subject to Section 6.03, the Servicer shall not take any action that is inconsistent with or prejudices the interests of the Trust Fund or the Certificateholders in any Mortgage Loan serviced by it servicesunder this Agreement or the rights and interests of the other parties to this Agreement except as otherwise required by this Agreement or by law. The Servicer shall represent and protect the interests interest of the Trust Fund in the same manner as it currently protects its own interests interest in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan and shall not make or permit any modification, waiver or amendment of any term of any Mortgage LoanLoan which would cause any of the REMICs provided for herein to fail to qualify as a REMIC or result in the imposition of any tax under Section 860G(a) or 860G(d) of the Code, except as but in any case not in any manner that is a lesser standard than that provided pursuant to in the first sentence of this Section 3.213.01. Without limiting the generality of the foregoing, the Servicer, in its own name or in the name of any Subservicer or the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, when the Servicer or any Subservicer, as the case may be, believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, discharge and all other comparable instruments, with respect to the Mortgage Loans it servicesLoans, and with respect to the related Mortgaged Properties held for the benefit of the Certificateholders. The Servicer shall prepare and deliver to the Depositor and/or the Trustee such documents requiring execution and delivery by either any or both all of them as are necessary or appropriate to enable the Servicer to service and administer the Mortgage Loans it services to the extent that the Servicer is not permitted to execute and deliver such documents pursuant to the preceding sentenceLoans, including without limitation, any powers of attorney. Upon receipt of such documents, the Depositor and/or the Trustee, upon the direction of the Servicer, Trustee shall promptly execute such documents and deliver them to the Servicer. 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 relating to the Mortgage Loans it servicesProperties, which Servicing Advances advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.093.06, and further as provided in Section 3.113.08. The All costs incurred by the Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balances of Balance under the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. The relationship In the event that the Mortgage Loan Documents relating to any Mortgage Loan contain provisions requiring the related Mortgagor to submit to binding arbitration any disputes arising in connection with such Mortgage Loan, the Servicer shall be entitled to waive any such provisions on behalf of the Servicer (Trust and to send written notice of any successor such waiver to the related Mortgagor, although the Mortgagor may still require arbitration of such disputes at its option. The Servicer as servicer under this Agreement) shall deliver a list of Servicing Officers to the Trustee under this Agreement is intended by the parties Closing Date. The Servicer will transmit full-file credit reporting data for each Mortgage Loan pursuant to be Xxxxxx Xxx Guide Announcement 97-02 and that for each Mortgage Loan, the Servicer agrees that it shall report one of an independent contractor and not that of a joint venturerthe following statuses each month as follows: current, partner delinquent (30-, 60-, 90-days, etc.), foreclosed or agentcharged-off.

Servicer to Service Mortgage Loans. (a) For and on behalf of the Certificateholders, the Servicer shall service and administer the Mortgage Loans, all Loans in accordance with the terms of this AgreementAgreement and the respective Mortgage Loans and, Customary to the extent consistent with such terms, in the same manner in which it services and administers similar mortgage loans for its own portfolio, giving due consideration to customary and usual standards of practice of mortgage lenders and loan servicers administering similar mortgage loans but without regard to: (i) any relationship that the Servicer, any Subservicer or any Affiliate of the Servicer or any Subservicer may have with the related Mortgagor; (ii) the ownership or non-ownership of any Certificate by the Servicer or any Affiliate of the Servicer; (iii) the Servicer's obligation to make P&I Advances or Servicing ProceduresAdvances; or (iv) the Servicer's or any Subservicer's right to receive compensation for its services hereunder or with respect to any particular transaction. To the extent consistent with the foregoing, applicable law the Servicer shall seek to maximize the timely and complete recovery of principal and interest on the Mortgage Notes. Subject only to the above-described servicing standards and the terms of this Agreement and of the respective Mortgage Notes and Mortgages. In connection with such servicing and administrationLoans, the Servicer shall have full power and authority, acting alone and/or or through Subservicers as provided in Section 3.02, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration including, but not limited to, the power and authority, subject to the terms hereof, (a) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents which it may deem necessary or waivers and other instruments and documents, (b) to consent, with respect to the Mortgage Loans it services, to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (c) to collect any Insurance Proceeds and other Liquidation Proceeds relating to the Mortgage Loans it services, and (d) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan it services. The Servicer shall represent and protect the interests of the Trust in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan and shall not make or permit any modification, waiver or amendment of any term of any Mortgage Loan, except as provided pursuant to Section 3.21desirable. Without limiting the generality of the foregoing, the Servicer, Servicer in its own name or in the name of any a Subservicer or the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, Trustee when the Servicer or any Subservicer, as the case may be, believes it appropriate in its reasonable judgmentbest judgment in accordance with Accepted Servicing Practices, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any of them, deliver any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans it servicesand 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 with respect to the related Mortgaged Properties hold or cause to be held for the benefit title to such properties, on behalf of the CertificateholdersTrustee. The Servicer shall prepare service and deliver administer the Mortgage Loans in accordance with applicable state and federal law and shall provide to the Depositor and/or Mortgagors any reports required to be provided to them thereby. The Servicer covenants that its computer and other systems used in servicing the Mortgage Loans operate in a manner such that the Servicer can service the Mortgage Loans in accordance with the terms of this Pooling and Servicing Agreement. The Servicer shall also comply in the performance of this Agreement with all reasonable rules and requirements of each insurer under any standard hazard insurance policy. Subject to Section 3.16, the Trustee or the Custodian, as applicable, shall execute, at the written request of the Servicer, and furnish to the Servicer and any Subservicer such documents requiring execution and delivery by either provided to the Trustee or both of them the Custodian, as applicable, as are necessary or appropriate to enable the Servicer or any Subservicer to service carry out its servicing and administer administrative duties hereunder, and the Mortgage Loans it services Trustee hereby grants to the Servicer, and this Agreement shall constitute, a power of attorney to carry out such duties, including a power of attorney in the form of Exhibit P hereto to take title to Mortgaged Properties after foreclosure in the name of and on behalf of the Trustee. The Trustee shall execute a separate power of attorney in favor of the Servicer for the purposes described herein to the extent that necessary or desirable to enable the Servicer is to perform its duties hereunder. The Trustee shall not permitted to execute and deliver be liable for the actions of the Servicer or any Subservicers under such documents pursuant powers of attorney. Notwithstanding anything contained herein to the preceding sentence. Upon receipt of such documentscontrary, neither the Servicer nor any Subservicer shall without the Trustee's consent: (i) initiate any action, suit or proceeding solely under the Trustee's name without indicating the Servicer's or Subservicer's, as applicable, representative capacity, or (ii) take any action with the intent to, or which actually does cause, the Depositor and/or the TrusteeTrustee to be registered to do business in any state. (b) Subject to Section 3.09(b), upon the direction of the Servicer, shall promptly execute such documents and deliver them to the Servicer. In 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 timely payment of taxes and assessments on the Mortgaged Properties relating to the Mortgage Loans it servicesProperties, which advances shall be Servicing Advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.093.09(b), and further as provided in Section 3.11. The costs Any cost incurred by the Servicer, if any, Servicer or by Subservicers in effecting the timely payments payment of taxes and assessments on the a Mortgaged Properties and related insurance premiums Property shall not, for the purpose of calculating monthly distributions to the Certificateholders, not be added to the Stated Principal Balances unpaid principal balance of the related Mortgage LoansLoan, notwithstanding that the terms of such Mortgage Loans Loan so permit. The relationship . (c) Notwithstanding anything in this Agreement to the contrary, the Servicer may not make any future advances with respect to a Mortgage Loan (except as provided in Section 4.01) and the Servicer shall not (i) permit any modification with respect to any Mortgage Loan that would change the Mortgage Rate, reduce or increase the principal balance (except for reductions resulting from actual payments of principal) or change the final maturity date on such Mortgage Loan (except for a reduction of interest payments resulting from the application of the Servicer Servicemembers Civil Relief Act or any similar state statutes) or (and ii) permit any modification, waiver or amendment of any successor term of any Mortgage Loan that would both (A) effect an exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or final, temporary or proposed Treasury regulations promulgated thereunder) and (B) cause any Trust REMIC to fail to qualify as a REMIC under the Code or the imposition of any tax on "prohibited transactions" or "contributions after the startup date" under the REMIC Provisions, or (iii) except as provided in Section 3.07(a), waive any Prepayment Charges. (d) The Servicer as servicer may delegate its responsibilities under this Agreement; provided, however, that no such delegation shall release the Servicer from the responsibilities or liabilities arising under this Agreement. (e) In the event that the Mortgage Loan Documents relating to any Mortgage Loan contain provisions requiring the related Mortgagor to submit to binding arbitration any disputes arising in connection with such Mortgage Loan, the Servicer shall be entitled to waive any such provisions on behalf of the Trust and to send written notice of such waiver to the Trustee under this Agreement is intended by related Mortgagor, although the parties to be that Mortgagor may still require arbitration of an independent contractor and not that of a joint venturer, partner or agentsuch disputes at its option.

Servicer to Service Mortgage Loans. For and on behalf of the Certificateholders, the Servicer shall service and administer the Mortgage Loans, all Loans in accordance with the terms of this Agreement, Customary Accepted Servicing Procedures, applicable law and the terms of the Mortgage Notes and MortgagesPractices. In connection with such servicing and administration, the Servicer shall have full power and authority, acting alone and/or through Subservicers subservicers as provided in Section 3.023.02 hereof, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration includingadministration, including but not limited to, the power and authority, subject to the terms hereof, hereof (ai) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (bii) to consent, with respect to the Mortgage Loans it services, consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (ciii) to collect any Insurance Proceeds and other Liquidation Proceeds relating to the Mortgage Loans it services, and (div) subject to Section 3.12(a), to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that, subject to Section 6.03, the Servicer shall not take any action that is inconsistent with or prejudices the interests of the Issuing Entity or the Certificateholders in any Mortgage Loan serviced by it servicesunder this Agreement or the rights and interests of the other parties to this Agreement except as otherwise required by this Agreement or by law. The Servicer shall represent and protect the interests interest of the Trust Issuing Entity in the same manner as it currently protects its own interests interest in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan and Loan, but in any case not in any manner that is a lesser standard than that provided in the first sentence of this Section 3.01. Notwithstanding anything in this Agreement to the contrary, the Servicer shall not make or permit any modification, waiver or amendment of any term of any Mortgage Loan, except Loan which would cause any of the REMICs provided for herein to fail to qualify as provided pursuant to a REMIC or result in the imposition of any tax under Section 3.21860G(a) or 860G(d) of the Code. Without limiting the generality of the foregoing, the Servicer, in its own name or in the name of any Subservicer or the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, when the Servicer or any Subservicer, as the case may be, believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, or of subordination and all other comparable instruments, with respect to the Mortgage Loans it servicesLoans, and with respect to the related Mortgaged Properties held for the benefit of the Certificateholders. The Servicer shall prepare and deliver to the Depositor and/or the Trustee such documents requiring execution and delivery by either any or both all of them as are necessary or appropriate to enable the Servicer to service and administer the Mortgage Loans it services to Loans. If reasonably required by the extent that Servicer, the Trustee shall furnish the Servicer is not permitted with a reasonable number of powers of attorney in the form attached hereto as Exhibit J and execute such other documents delivered to execute it by the Servicer that are necessary or appropriate to enable the Servicer to carry out its servicing and deliver such documents pursuant to the preceding sentenceadministrative duties under this Agreement. Upon receipt of such documents, the Depositor and/or the Trustee, upon the direction of the Servicer, Trustee shall promptly execute such documents and deliver them to the Servicer. In accordance The Trustee shall have no liability with respect to any misuse of such power of attorney, to the standards of the preceding paragraph, extent such use by the Servicer shall advance or cause to be advanced funds as necessary is outside the authorization provided for in the purpose power of effecting the payment of taxes attorney, and assessments on the Mortgaged Properties relating to the Mortgage Loans it services, which Servicing Advances shall be reimbursable in indemnified by the first instance from related collections from the Mortgagors pursuant to Section 3.09Servicer for any costs, and further as provided in Section 3.11. The costs liabilities or expenses incurred by the Servicer, if any, Trustee in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balances of the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. The relationship of the Servicer (and of any successor to the Servicer as servicer under this Agreement) to the Trustee under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agentconnection therewith.

Servicer to Service Mortgage Loans. (a) For and on behalf of the Certificateholders, the Servicer shall service and administer the Mortgage Loans, all Loans in accordance with the terms of this AgreementAgreement and the respective Mortgage Loans, Customary to the extent consistent with such terms, in compliance with all applicable federal, state and local laws, and in the same manner in which it services and administers similar mortgage loans for its own portfolio, giving due consideration to customary and usual standards of practice of mortgage lenders and loan servicers administering similar mortgage loans but without regard to: (i) any relationship that the Servicer, any Subservicer or any Affiliate of the Servicer or any Subservicer may have with the related Mortgagor; (ii) the ownership or non-ownership of any Certificate by the Servicer or any Affiliate of the Servicer; (iii) the Servicer’s obligation to make P&I Advances or Servicing ProceduresAdvances; or (iv) the amount of the Servicer’s or any Subservicer’s compensation for its services hereunder. To the extent consistent with the foregoing, applicable law the Servicer shall seek to maximize the timely and complete recovery of principal and interest on the related Mortgage Notes. Subject only to the above-described servicing standards and the terms of this Agreement and of the respective Mortgage Notes and Mortgages. In connection with such servicing and administrationLoans, the Servicer shall have full power and authority, acting alone and/or or through Subservicers as provided in Section 3.02, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration including, but not limited to, the power and authority, subject to the terms hereof, (a) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents which it may deem necessary or waivers and other instruments and documents, (b) to consent, with respect to the Mortgage Loans it services, to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (c) to collect any Insurance Proceeds and other Liquidation Proceeds relating to the Mortgage Loans it services, and (d) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan it services. The Servicer shall represent and protect the interests of the Trust in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan and shall not make or permit any modification, waiver or amendment of any term of any Mortgage Loan, except as provided pursuant to Section 3.21desirable. Without limiting the generality of the foregoing, the Servicer, Servicer in its own name or in the name of any a Subservicer or the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, Trustee when the Servicer or any Subservicer, as the case may be, believes it appropriate in its reasonable judgmentbest judgment in accordance with Accepted Servicing Practices, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any of them, deliver any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the related Mortgage Loans it servicesand 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 with respect to the related Mortgaged Properties hold or cause to be held for the benefit title to such properties, on behalf of the CertificateholdersTrustee and in the name of the Trust. The Servicer shall prepare service and deliver administer the Mortgage Loans in accordance with applicable state and federal law and shall provide to the Depositor and/or Mortgagors any reports required to be provided to them thereby. Subject to Section 3.16, the Trustee shall execute, at the written request of the Servicer, and furnish to the Servicer and any Subservicer such documents requiring execution and delivery by either or both of them as are necessary or appropriate to enable the Servicer or any Subservicer to service carry out their servicing and administer administrative duties hereunder, and the Mortgage Loans it services Trustee hereby grants to the extent that Servicer, and this Agreement shall constitute, a power of attorney to carry out such duties including a power of attorney to take title to Mortgaged Properties after foreclosure on behalf of the Servicer is not permitted to execute Trustee and deliver such documents pursuant to in the preceding sentencename of the Trust. Upon receipt of such documents, At the Depositor and/or the Trustee, upon the direction request of the Servicer, the Trustee shall execute a reasonable number of powers of attorney in the form attached hereto as Exhibit P in favor of the Servicer for the purposes described herein to the extent necessary or desirable to enable the Servicer to perform its duties hereunder. The Trustee shall not be liable for the actions of the Servicer or any Subservicers under such powers of attorney. If the Servicer receives any notice of suit, litigation or proceeding in the name of Deutsche Bank National Trust Company, then the Servicer shall promptly execute such documents and deliver them forward a copy of same to the Trustee unless the notice of said suit, litigation or proceeding was provided by the Trustee to the Servicer. . (b) 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 timely payment of taxes and assessments on the Mortgaged Properties relating (to the extent the Servicer has received reasonable timely notice that such taxes or assessments have not been paid by the related Mortgagor or the owner or the servicer of the related First Lien Mortgage Loans it servicesLoan), which advances shall be Servicing Advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.09Mortgagors, and further as provided in Section 3.11. The costs Any cost incurred by the Servicer, if any, Servicer or by Subservicers in effecting the timely payments payment of taxes and assessments on the a Mortgaged Properties and related insurance premiums Property shall not, for the purpose of calculating monthly distributions to the Certificateholders, not be added to the Stated Principal Balances unpaid principal balance of the related Mortgage LoansLoan, notwithstanding that the terms of such Mortgage Loans Loan so permit. Notwithstanding anything in this Agreement to the contrary, however, the Servicer need not make any future advances with respect to a Mortgage Loan if the Servicer makes a good faith determination that such advance would, if made, constitute a Nonrecoverable P&I Advance or Nonrecoverable Servicing Advance, as set forth in Section 4.01. (c) The relationship Servicer shall not (i) permit any modification with respect to any Mortgage Loan that would change the Mortgage Interest Rate, reduce or increase the principal balance (except for reductions resulting from actual payments of principal) or change the final maturity date on such Mortgage Loan (except for (A) a reduction of interest or principal payments resulting from the application of the Servicer Servicemembers Civil Relief Act or any similar state statutes or (and B) as provided in Section 3.07, if the Mortgagor is in default with respect to the Mortgage Loan or such default is, in the judgment of the Servicer, reasonably foreseeable) or (ii) permit any modification, waiver or amendment of any successor term of any Mortgage Loan that would both (A) effect an exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or final, temporary or proposed Treasury regulations promulgated thereunder) and (B) cause either Trust REMIC to fail to qualify as a REMIC under the Code or the imposition of any tax on “prohibited transactions” or “contributions after the start-up day” under the REMIC Provisions, or (iii) except as provided in Section 3.07(a), waive any Prepayment Premiums. (d) The Servicer as servicer may delegate its responsibilities under this Agreement; provided, however, that no such delegation shall release the Servicer from the responsibilities or liabilities arising under this Agreement. (e) If the Mortgage relating to a Mortgage Loan had a related First Lien Mortgage Loan on the related Mortgaged Property as of the Cut-off Date, then the Servicer, in such capacity, may consent to the Trustee under this Agreement refinancing of the related First Lien Mortgage Loan, provided that the following requirements are met: (i) the resulting Combined Loan-to-Value Ratio of such Mortgage Loan is intended by no higher than the parties Combined Loan-to-Value Ratio prior to be that such refinancing; (ii) the interest rate, or, in the case of an independent contractor and adjustable rate related First Lien Mortgage Loan, the maximum interest rate, for the loan evidencing the refinanced senior lien is no more than 2.0% higher than the interest rate or the maximum interest rate, as the case may be, on the existing First Lien Mortgage Loan immediately prior to the date of such refinancing; and (iii) the loan evidencing the refinanced senior lien is not that of a joint venturer, partner or agentsubject to negative amortization.

Servicer to Service Mortgage Loans. For and on behalf of the Certificateholders, the Servicer shall service and administer the Mortgage Loans, all in accordance with the terms of this Agreement, Customary Servicing Procedures, applicable law and the terms of the Mortgage Notes and Mortgages. In connection with such servicing and administration, the Servicer shall have full power and authority, acting alone and/or through Subservicers as provided in Section 3.02, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration including, but not limited to, the power and authority, subject to the terms hereof, (a) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (b) to consent, with respect to the Mortgage Loans it services, to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (c) to collect any Insurance Proceeds and other Liquidation Proceeds relating to the Mortgage Loans it services, and (d) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan it services. The Servicer shall represent and protect the interests of the Trust in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan and shall not make or permit any modification, waiver or amendment of any term of any Mortgage Loan, except as provided pursuant to Section 3.21. Without limiting the generality of the foregoing, the Servicer, in its own name or in the name of any Subservicer or the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, when the Servicer or any Subservicer, as the case may be, believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any of them, any and all instruments or agreements of satisfaction or satisfaction, cancellation, or of default, assumption, modification, discharge, partial or full release or dischargerelease, and all other comparable instrumentsinstruments and agreements, with respect to the Mortgage Loans it services, and with respect to the related Mortgaged Properties held for the benefit of the Certificateholders. The To the extent that the Servicer is not permitted to execute and deliver such documents pursuant to the preceding sentence, the Servicer shall prepare and deliver to the Depositor and/or the Trustee such documents requiring execution and delivery by either or both of them as are necessary or appropriate to enable the Servicer to service and administer the Mortgage Loans it services to the extent that the Servicer is not permitted to execute and deliver such documents pursuant to the preceding sentenceservices. Upon receipt of such documents, the Depositor and/or the Trustee, upon the direction of the Servicer, shall promptly execute such documents and deliver them to the Servicer. Alternatively, upon the request of the Servicer, the Trustee shall execute and deliver to the Servicer any additional powers of attorney and other documents prepared by the Servicer that are reasonably necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. The Trustee shall have no liability or responsibility for any action of the Servicer pursuant to any such power of attorney or other document and shall be indemnified by the Servicer for any claim, cost, liability or expense incurred by the Trustee in connection with the Servicer's use or misuse of such powers of attorney and other documents. 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 relating to the Mortgage Loans it services, which Servicing Advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.09, and further as provided in Section 3.11. The costs incurred by the Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balances of the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. The relationship of the Servicer (and of any successor to the Servicer as servicer under this Agreement) to the Trustee under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent.

Servicer to Service Mortgage Loans. For and on behalf of the Certificateholders, the Servicer shall service and administer the Mortgage Loans, all Loans in accordance with the terms of this Agreement, Customary Agreement and Accepted Servicing Procedures, applicable law and the terms of the Mortgage Notes and MortgagesPractices. In connection with such servicing and administration, the Servicer shall have full power and authority, acting alone and/or through Subservicers subservicers as provided in Section 3.023.02 hereof, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration includingadministration, including but not limited to, the power and authority, subject to the terms hereof, hereof (ai) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (bii) to consent, with respect to the Mortgage Loans it services, consent to transfers of any Mortgaged Property (or the stock allocated to a dwelling unit related to a Co-op Loan) and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (ciii) to collect any Insurance Proceeds and other Liquidation Proceeds relating to the Mortgage Loans it services, and (div) subject to Section 3.12(a), to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property (or the stock allocated to a dwelling unit related to a Co-op Loan) securing any Mortgage Loan; provided that, subject to Section 6.03, the Servicer shall not take any action that is inconsistent with or prejudices the interests of the Trust Fund, the Certificateholders or the Certificate Insurer in any Mortgage Loan serviced by it servicesunder this Agreement or the rights and interests of the other parties to this Agreement except as otherwise required by this Agreement or by law. The Servicer shall not make or permit any modification, waiver or amendment of any term of any Mortgage Loan which would cause any of the REMICs provided for herein to fail to qualify as a REMIC or result in the imposition of any tax under Section 860G(a) or 860G(d) of the Code. The Servicer shall represent and protect the interests interest of the Trust Fund in the same manner as it each currently protects its own interests interest in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan and shall not make or permit any modification, waiver or amendment of any term of any Mortgage Loan, except as but in any case not in any manner that is a lesser standard than that provided pursuant to in the first sentence of this Section 3.213.01. Without limiting the generality of the foregoing, the Servicer, in its own name or in the name of any Subservicer or the Depositor and the Trustee, is hereby authorized and empowered by the Depositor Depositor, the Securities Administrator and the Trustee, when the Servicer or any Subservicer, as the case may be, believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Securities Administrator, the Certificate Insurer, the Certificateholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, subordinations and all other comparable instruments, with respect to the Mortgage Loans it servicesLoans, and with respect to the related Mortgaged Properties held for the benefit of the Certificateholders. The Servicer shall prepare and deliver to the Depositor Depositor, the Securities Administrator and/or the Trustee such documents requiring execution and delivery by either or both of them as are necessary or appropriate to enable the Servicer to service and administer the Mortgage Loans it services Loans, to the extent that the Servicer is not permitted to execute and deliver such documents pursuant to the preceding sentence. Upon receipt of such documents, the Depositor Depositor, the Securities Administrator and/or the Trustee, upon the direction of the Servicer, Trustee shall promptly execute such documents and deliver them to the Servicer. In For purposes of this Section 3.01, the Trustee hereby will provide to the Servicer, upon reasonable request, powers of attorney to execute and file any and all documents necessary to fulfill the obligations of the Servicer under this Section 3.01. The Servicer shall deliver a list of Servicing Officers to the Securities Administrator and the Trustee by the Closing Date. The Servicer for each related Mortgage Loan has fully furnished, in accordance with the standards Fair Credit Reporting Act and its implementing regulations, accurate and complete information (i.e., favorable and unfavorable) on its borrower credit files to Equifax, Experian, and Trans Union Credit Information Company (three of the preceding paragraphcredit repositories), the on a monthly basis. The Servicer shall advance or cause to be advanced funds as necessary will transmit full-file credit reporting data for the purpose of effecting the payment of taxes and assessments on the Mortgaged Properties relating to the each Mortgage Loans it services, which Servicing Advances shall be reimbursable in the first instance from related collections from the Mortgagors Loan pursuant to Section 3.09Fannie Mae Guide Announcement 97-02 and that for each Mortgage Loan, and further xxx Xxrxxxer agrees that it shall report one of the following statuses each month as provided in Section 3.11follows: current, delinquent (30-, 60-, 90-days, etc.), foreclosed or charged-off. The costs incurred Servicer further is authorized and empowered by the ServicerTrustee, if any, in effecting the timely payments on behalf of taxes and assessments on the Mortgaged Properties and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balances Certificate Insurer and the Trustee, in its own name or in the name of the related Subservicer, when the Servicer or the Subservicer, as the case may be, believes it is appropriate in its best judgment to register any Mortgage LoansLoan on the MERS System, notwithstanding that or cause the terms removal from the registration of such any Mortgage Loans so permit. The relationship Loan on the MERS System, to execute and deliver, on behalf of the Servicer (Trustee, the Certificate Insurer and the Certificateholders or any of them, any successor and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Trustee and its successors and assigns. Any reasonable expenses incurred in connection with the actions described in the preceding sentence or as a result of MERS discontinuing or becoming unable to continue operations in connection with the MERS System, shall be Servicing Advances subject to withdrawal by the Servicer as servicer under this Agreement) to from the Trustee under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agentCollection Account.