Common use of Servicing Agreement Clause in Contracts

Servicing Agreement. The Pooling and Servicing Agreement permits the Servicer to enter into Sub-Servicing Agreements with certain institutions eligible for appointment as Sub-Servicers for the servicing and administration of certain Mortgage Loans. No appointment of any Sub-Servicer shall release the Servicer from any of its obligations under the Pooling and Servicing Agreement. This Certificate does not represent a deposit or other obligation of, or an interest in, nor are the underlying Mortgage Loans insured or guaranteed by, the Unaffiliated Seller, the Depositor, the Servicer, or any of their subsidiaries and affiliates and are not insured or guaranteed by the Federal Deposit Insurance Corporation, the Government National Mortgage Association, or any other governmental agency. This Certificate is limited in right of payment to certain collections and recoveries and amounts on deposit in the Accounts, all as more specifically set forth hereinabove and in the Pooling and Servicing Agreement. No Owner shall have any right to institute any proceeding, judicial or otherwise, with respect to the Pooling and Servicing Agreement, or for the appointment of a receiver or trustee, or for any other remedy under the Pooling and Servicing Agreement except in compliance with the terms hereof. Notwithstanding any other provisions in the Pooling and Servicing Agreement, the Owner of any Certificate shall have the right which is absolute and unconditional to receive distributions to the extent provided in the Pooling and Servicing Agreement with respect to such Certificate or to institute suit for the enforcement of any such distribution, and such right shall not be impaired without the consent of such Owner. The Pooling and Servicing Agreement provides that the obligations created thereby will terminate upon the earlier of (i) the payment to the Owners of all of all amounts held by the Trustee and required to be paid to such Owners pursuant to the Pooling and Servicing Agreement upon the later to occur of (a) the final payment or other liquidation (or any advance made with respect thereto) of the last Mortgage Loan in the Trust Estate or (b) the disposition of all property acquired in respect of any Mortgage Loan remaining in the Trust Estate or (ii) at any time when a Qualified Liquidation of the Upper-Tier REMIC and the Lower-Tier REMIC is effected as described in the Pooling and Servicing Agreement. The Pooling and Servicing Agreement additionally provides that (i) the Servicer may, at its option, purchase from the Trust all (but not fewer than all) remaining Mortgage Loans and other property then constituting the Trust Estate, and thereby effect early retirement of the Offered Certificates, on any Remittance Date when the aggregate outstanding Loan Balances of the Mortgage Loans in the Trust Estate is 10% or less of the sum of the Original Aggregate Loan Balance of the Mortgage Loans in the Trust Estate, (ii) in the event that the Servicer does not exercise the option described in clause (i), the Trustee is required by the Pooling and Servicing Agreement to perform an Auction Sale of the Mortgage Loans as provided therein, and (iii) under certain circumstances relating to the qualification of the Trust as a REMIC under the Code the

Servicing Agreement. (i) The Pooling Issuer and the Indenture Trustee shall punctually perform and observe all of their respective obligations and agreements, if any, contained in the Servicing Agreement. (ii) The Issuer may, but is not obligated to, enforce the obligations of the Master Servicer or the Special Servicer under the Servicing Agreement permits the Servicer and may, but is not obligated to, perform, or cause a designee to enter into Sub-Servicing Agreements with certain institutions eligible for appointment as Sub-Servicers for the servicing and administration of certain Mortgage Loans. No appointment perform, any defaulted obligation of any Sub-such party thereunder or exercise the rights of any such party thereunder; provided, however, that the Master Servicer or the Special Servicer under the Servicing Agreement shall release the Servicer from not be relieved of any of its obligations thereunder by virtue of such performance by the Issuer or its designee. The Issuer shall not have any responsibility or liability for any action or failure to act by the Master Servicer or the Special Servicer under the Pooling Servicing Agreement and shall not be obligated to supervise the performance of any such party thereunder. (iii) Upon any resignation or termination of the Master Servicer or the Special Servicer pursuant to the Servicing Agreement or any appointment of a successor to any such party pursuant to the Servicing Agreement, the Indenture Trustee shall give prompt written notice thereof to all Holders of Bonds at their respective addresses appearing in the related Bond Register. In the event that the Indenture Trustee is to act or is acting as successor servicer, Master Servicer or Special Servicer under the Servicing Agreement, the Holders of Bonds representing more than 50% of the Voting Rights of the Bonds shall be entitled to direct the Indenture Trustee (and, upon the receipt of such direction, the Indenture Trustee shall be required) to appoint or to petition a court of competent jurisdiction to appoint an alternative successor that meets the requirements of the Servicing Agreement. (iv) Not later than the later of (i) ninety (90) days after the occurrence of any event which constitutes or, with notice or lapse of time or both, would constitute a Servicing Event of Default under the Servicing Agreement and (ii) five days after a Responsible Officer of the Indenture Trustee has notice of the occurrence of such an event, the Indenture Trustee shall transmit by mail to the Issuer and all Holders of Bonds notice of such occurrence, unless such default shall have been remedied. At the direction of the Holders of Bonds representing more than 50% of the Voting Rights of the Bonds, the Indenture Trustee shall terminate the rights and obligations of the defaulting party under the Servicing Agreement as and to the extent permitted thereby and shall, subject to the last sentence of Section 3.15(d)(iii), succeed the defaulting party in whatever capacity it served under the Servicing Agreement. (v) The Issuer and the Indenture Trustee may, with the consent of the Holders of Bonds representing at least 66-2/3% of the Voting Rights (or, in the case of a Class of Interest Only Bonds, the aggregate Notional Amount) of each Class of Bonds, waive a Servicing Event of Default under the Servicing Agreement; provided, however, that a Servicing Event of Default relating to the handling, holding and timely remittance of payments, collections and/or distributions on the Mortgage Collateral or under any Enhancement may only be waived with the consent of each and every Bondholder. Upon any such waiver of a Servicing Event of Default, such Servicing Event of Default shall cease to exist and shall be deemed to have been remedied for every purpose hereunder and under the Servicing Agreement. This Certificate does not represent a deposit No such waiver shall extend to any subsequent or other obligation Servicing Event of Default under the Servicing Agreement or impair any right consequent thereon except to the extent expressly so waived. (vi) During the continuance of a Servicing Event of Default under the Servicing Agreement, so long as such Servicing Event of Default under the Servicing Agreement shall not have been remedied, the Indenture Trustee, in addition to the right to remove the defaulting party in the manner specified under the Servicing Agreement, shall have the right, in its own name and as trustee of an express trust, to take all actions now or hereafter existing at law, in equity or by statute to enforce its rights and remedies and to protect the interests, and enforce the rights and remedies, of Bondholders (including the institution and prosecution of all judicial, administrative and other proceedings and the filings of proofs of claim and debt in connection therewith). Except as otherwise expressly provided in the Servicing Agreement, no remedy provided for by this Indenture or the Servicing Agreement with respect to a Servicing Event of Default under the Servicing Agreement shall be exclusive of any other remedy, and each and every remedy shall be cumulative and in addition to any other remedy, and no delay or omission to exercise any right or remedy shall impair any such right or remedy or shall be deemed to be a waiver of any such Servicing Event of Default. (vii) shall be the "Controlling Class", with such rights, powers and liabilities in respect of the Mortgage Collateral as may be provided for in the Servicing Agreement. The Servicing Agreement may provide that such rights and powers may be exercised directly by the Holders of Bonds of the Controlling Class or, alternatively, indirectly through the Indenture Trustee, the Master Servicer, the Special Servicer and/or another representative. If the Issuer, the Depositor or any Affiliate of either holds Bonds of the Controlling Class, then (so long as no Issuer Event of Default has occurred and is continuing) such Bonds shall be deemed to be Outstanding for purposes of exercising all rights and powers of the Controlling Class as such, anything herein to the contrary notwithstanding.] (b) The Issuer and the Indenture Trustee may enter into any amendment of the Servicing Agreement from time to time, without the consent of any of the Bondholders, (A) to cure any ambiguity, (B) to correct, modify or supplement any provision therein which may be inconsistent with any other provision herein or therein, (C) to add any other provisions with respect to matters or questions arising thereunder which shall not be inconsistent with the provisions hereof or thereof, or (D) for any other purpose; provided that such amendment shall not adversely affect in any material respect the interests of any Holder of an Outstanding Bond as evidenced by either an Opinion of Counsel to such effect or written confirmation from each Rating Agency rating such Bonds that such amendment shall not result in an Adverse Rating Event with respect thereto, in any event obtained by or delivered to the Indenture Trustee. (c) The Issuer and the Indenture Trustee also may enter into any amendment of the Servicing Agreement from time to time, with the consent of the Holders of Bonds representing more than 50% of the Voting Rights (or, in the case of a Class of Interest Only Bonds, the aggregate Notional Amount) of each Class of Bonds, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Servicing Agreement; provided, however, that no such amendment shall (x) reduce in any manner the amount of, or an interest indelay the timing of, nor payments, collections and/or distributions received or advanced on Mortgage Collateral which are required to be paid on any Bond without the underlying Mortgage Loans insured consent of the Holder of such Bond, or guaranteed by(y) adversely affect in any material respect the interests of the Holders of any Class of Bonds in a manner other than as described in clause (x) above without the consent of each and every Holder of Bonds of such Class. For purposes of giving the consents contemplated by this Section 3.15(c), Bonds held by the Unaffiliated SellerIssuer, the Depositor, the Master Servicer, or the Special Servicer and any Affiliate thereof will be given the same regard as Bonds held by any other Person. (d) Promptly after the execution and delivery of their subsidiaries and affiliates and are not insured or guaranteed any amendment of the Servicing Agreement by the Federal Deposit Insurance Corporationall parties thereto, the Government National Mortgage Association, or any other governmental agency. This Certificate is limited in right of payment Indenture Trustee shall send a copy thereof to certain collections and recoveries and amounts on deposit in the Accounts, all as more specifically set forth hereinabove and in the Pooling and Servicing Agreement. No Owner shall have any right to institute any proceeding, judicial or otherwise, with respect to the Pooling and Servicing Agreement, or for the appointment of a receiver or trustee, or for any other remedy under the Pooling and Servicing Agreement except in compliance with the terms hereof. Notwithstanding any other provisions in the Pooling and Servicing Agreement, the Owner of any Certificate shall have the right which is absolute and unconditional to receive distributions to the extent provided in the Pooling and Servicing Agreement with respect to such Certificate or to institute suit for the enforcement of any such distribution, and such right each Bondholder. (e) It shall not be impaired without necessary for the consent of Bondholders under this Section 3.15(d) to approve the particular form of any proposed amendment, but it shall be sufficient if such Ownerconsent shall approve the substance thereof. The Pooling manner of obtaining such consents and of evidencing the authorization, execution and delivery thereof by Bondholders shall be to such reasonable regulations as the Indenture Trustee may prescribe. (f) The Indenture Trustee may but shall not be obligated to enter into any amendment of the Servicing Agreement provides pursuant to this Section 3.15 that the obligations created thereby will terminate upon the earlier affects its rights, duties and immunities thereunder or under this Indenture. (g) The cost of (iany Opinion of Counsel to be delivered pursuant to Section 3.15(b) the payment to the Owners of all of all amounts held shall be borne by the Person seeking the related amendment, except that if the Indenture Trustee requests any amendment of the Servicing Agreement that it reasonably believes protects or is in furtherance of the rights and interests of Bondholders, the cost of any Opinion of Counsel required to be paid to such Owners in connection therewith pursuant to the Pooling and Servicing Agreement upon the later to occur of (aSection 3.15(b) the final payment or other liquidation (or any advance made with respect thereto) of the last Mortgage Loan in the Trust Estate or (b) the disposition of all property acquired in respect of any Mortgage Loan remaining in the Trust Estate or (ii) at any time when a Qualified Liquidation of the Upper-Tier REMIC and the Lower-Tier REMIC is effected as described in the Pooling and Servicing Agreement. The Pooling and Servicing Agreement additionally provides that (i) the Servicer may, at its option, purchase from the Trust all (but not fewer than all) remaining Mortgage Loans and other property then constituting the Trust Estate, and thereby effect early retirement of the Offered Certificates, on any Remittance Date when the aggregate outstanding Loan Balances of the Mortgage Loans in the Trust Estate is 10% or less of the sum of the Original Aggregate Loan Balance of the Mortgage Loans in the Trust Estate, (ii) in the event that the Servicer does not exercise the option described in clause (i), the Trustee is required shall be payable by the Pooling and Servicing Agreement to perform an Auction Sale of the Mortgage Loans as provided therein, and (iii) under certain circumstances relating to the qualification of the Trust as a REMIC under the Code theIssuer.

Servicing Agreement. The Pooling During the period of time starting on the Cut-Off Date and ending at the close of business on the Servicing Agreement permits Transfer Date (such period, the Servicer “Interim Servicing Period”), Seller shall service the Residential Loans and Real Estate Owned for the benefit of Buyer and in accordance with Accepted Servicing Practices and Applicable Law. In addition, Seller and Buyer hereby agree to the following additional rules and guidelines for servicing of the Residential Loans and Real Estate Owned during the Interim Servicing Period: (a) For Period from Cut-Off Date Through Closing Date: (i) Seller shall (and shall cause its Affiliates and Representatives to) (A) consult in good faith with Buyer and its designated Representatives prior to entering into (or committing to enter into Sub-Servicing Agreements with certain institutions eligible for appointment as Sub-Servicers for the servicing and administration of certain Mortgage Loans. No appointment of into) any Sub-Servicer shall release the Servicer from any of its obligations under the Pooling and Servicing Agreement. This Certificate does not represent a deposit or other obligation ofamendment, or an interest inmodification, nor are the underlying Mortgage Loans insured or guaranteed bywaiver, the Unaffiliated Sellerforbearance, the Depositordisposition, the Servicer, or any of their subsidiaries and affiliates and are not insured or guaranteed by the Federal Deposit Insurance Corporation, the Government National Mortgage Associationsale, or any other governmental agency. This Certificate is limited action with respect to any of the Residential Loans or Real Estate Owned or incurring any material expense with respect to any Residential Loan or Real Estate Owned, and (B) provide to Representatives of Buyer reasonable access during normal business hours to Seller’s employees engaged in right of payment servicing the Residential Loans and Real Estate Owned and the Loan Files related to certain collections the Residential Loans and recoveries Real Estate Owned; (ii) Seller shall not take or commit to take (and amounts on deposit in the Accounts, all as more specifically set forth hereinabove shall cause Seller’s Affiliates and in the Pooling and Servicing Agreement. No Owner shall have Representatives to not take or commit to take) any right to institute any proceeding, judicial or otherwise, action with respect to the Pooling and Servicing AgreementResidential Loans or any Real Estate Owned outside of Ordinary Course Transactions without the prior written consent of Buyer in its discretion, or for the appointment of a receiver or trustee, or for any other remedy under the Pooling and Servicing Agreement except in compliance with the terms hereof. Notwithstanding any other provisions in the Pooling and Servicing Agreement, the Owner of any Certificate which shall have the right which is absolute and unconditional to receive distributions to the extent provided in the Pooling and Servicing Agreement not be unreasonably withheld; and (iii) with respect to such Certificate Ordinary Course Transactions, Seller shall not (and shall cause its Affiliates and Representatives to not) undertake or accept (or commit to institute suit for undertake or accept) any of the enforcement following actions without the prior written consent of any such distribution, and such right Buyer (which shall not be impaired unreasonably withheld, conditioned or delayed): (A) a discounted payoff of any Residential Loan or a sale of any Residential Loan or Real Estate Owned with an associated unpaid principal balance as of the Cut-Off Date of $50,000 or more; (B) any amendment, modification, waiver or forbearance of any of the terms or conditions of any Residential Loan with an associated unpaid principal balance as of the Cut-Off Date of $50,000 or more, including without limitation, reductions of interest rate, changes to payment terms from current cash pay to accrual or pay-in-kind or reductions to principal balance; (C) taking or accepting title to any property which is collateral for a Residential Loan as a result of judicial or non-judicial foreclosure, assignment or deed-in-lieu of foreclosure, power of sale, UCC sale or otherwise; (D) entering into or modifying any leases, property management or leasing agreements, or other material agreements with respect to Real Estate Owned or (E) incurring any expense in connection with any Residential Loan or Real Estate Owned in excess of, on an aggregate basis for each Residential Loan or Real Estate Owned during the consent Interim Servicing Period, the lesser of (x) $5,000 or (y) 5% of the unpaid principal balance of such Owner. The Pooling and Residential Loan or Real Estate Owned as of the Cut-Off Date. (b) For Period from Closing Date Through Servicing Agreement provides that the obligations created thereby will terminate upon the earlier of Transfer Date: (i) Seller shall (and shall cause its Affiliates and Representatives to) (A) consult in good faith with Buyer and its designated Representatives prior to entering into (or committing to enter into) any amendment, modification, waiver, forbearance, disposition, sale, or any other action with respect to any of the payment Residential Loans or Real Estate Owned or incurring any material expense with respect to any Residential Loan or Real Estate Owned, and (B) provide to Representatives of Buyer reasonable access during normal business hours to Seller’s employees engaged in servicing the Residential Loans and Real Estate Owned and the Loan Files related to the Owners of all of all amounts held by the Trustee Residential Loans and required to be paid to such Owners pursuant to the Pooling and Servicing Agreement upon the later to occur of (a) the final payment or other liquidation (or any advance made with respect thereto) of the last Mortgage Loan in the Trust Real Estate or (b) the disposition of all property acquired in respect of any Mortgage Loan remaining in the Trust Estate or Owned; and (ii) shall not take or commit to take (and shall cause Seller’s Affiliates and Representatives to not take or commit to take) any action with respect to the Residential Loans or any Real Estate Owned without the prior written consent of Buyer in its sole and absolute discretion. (c) From and after the Closing Date and upon the reasonable request of Buyer, Seller shall (at any time when a Qualified Liquidation of the Upper-Tier REMIC and the Lower-Tier REMIC is effected as described in the Pooling and Servicing Agreement. The Pooling and Servicing Agreement additionally provides that no cost or expense to Buyer): (i) provide to Buyer a single point of contact at Seller which contact shall be available for all servicing and IT questions and transition items for at least twelve (12) months after the Servicer may, at its option, purchase from the Trust all (but not fewer than all) remaining Mortgage Loans and other property then constituting the Trust Estate, and thereby effect early retirement of the Offered Certificates, on any Remittance Date when the aggregate outstanding Loan Balances of the Mortgage Loans in the Trust Estate is 10% or less of the sum of the Original Aggregate Loan Balance of the Mortgage Loans in the Trust Estate, Servicing Transfer Date; (ii) mail “good-bye” letters to each Borrower acceptable in the event that the Servicer does not exercise the option described in clause (i), the Trustee is required by the Pooling form and Servicing Agreement substance to perform an Auction Sale of the Mortgage Loans as provided therein, Buyer and Seller; (iii) under certain circumstances relating to the qualification provide Buyer with all vendor information on each Residential Loan (including without limitation, insurance information, tax service contracts, etc.) for notification of the Trust transfer of the Residential Loans; (iv) produce any data downloads of information not previously provided to Buyer or its Servicer as reasonably requested by Buyer or its Servicer; (v) prepare final reports required for transfer by Buyer or its Servicer to include but not be limited to a REMIC under trial balance, loan history, suspense funds listing, collateral reconciliation, and tax and insurance reporting; (vi) box and ship files overnight to Buyer’s Servicer (servicing, tax, insurance, collateral, asset, origination, etc.); (vii) provide to Buyer and its Servicer all electronic/imaged documentation in the Code thepossession or control of Seller or its Affiliates or Representatives; (viii) promptly send trailing documents and payments to Buyer or its Servicer after the Servicing Transfer Date; and (ix) cooperate in the transition of the servicing of the Residential Loans to Buyer and Buyer’s Servicer.

Servicing Agreement. The Pooling and Servicing Agreement permits If a letter of credit referred to in the previous sentence is not in a form that would allow the Master Servicer to enter into Sub-Servicing Agreements with certain institutions eligible for appointment as Sub-Servicers draw on such letter of credit on behalf of the Trustee for the servicing and administration benefit of certain Mortgage Loans. No appointment of any Sub-Servicer shall release the Servicer from any of its obligations under the Pooling and Servicing Agreement. This Certificate does not represent a deposit or other obligation of, or an interest in, nor are the underlying Mortgage Loans insured or guaranteed byCertificateholders, the Unaffiliated RR Interest Owners and, if applicable the related Serviced Companion Noteholder, in accordance with the applicable terms thereof and/or of the related Mortgage Loan documents, the Seller shall deliver the appropriate assignment or amendment documents (or copies of such assignment or amendment documents if the Seller has submitted the originals to the related issuer of such letter of credit for processing) to the Master Servicer within 90 days of the Closing Date. The Seller shall pay any costs of assignment or amendment of such letter(s) of credit required in order for the Master Servicer to draw on such letter(s) of credit on behalf of the Trustee for the benefit of the Certificateholders, the RR Interest Owners and, if applicable the related Serviced Companion Noteholder, and shall cooperate with the reasonable requests of the Master Servicer or the applicable Special Servicer, as applicable, in connection with effectuating a draw under any such letter of credit prior to the date such letter of credit is assigned or amended in order that it may be drawn by the Master Servicer on behalf of the Trustee for the benefit of the Certificateholders, the RR Interest Owners and, if applicable, the related Serviced Companion Noteholder. Contemporaneously with the execution of this Agreement by the Purchaser and the Seller, the Depositor, Seller shall deliver one (1) PDF and ten (10) originals of a power of attorney substantially in the form of Exhibit F hereto to each of the Master Servicer and the applicable Special Servicer, or any of their subsidiaries and affiliates and are not insured or guaranteed by that permits such parties to take such other action as is necessary to effect the Federal Deposit Insurance Corporationdelivery, the Government National Mortgage Association, or any other governmental agency. This Certificate is limited in right of payment to certain collections and recoveries and amounts on deposit in the Accounts, all as more specifically set forth hereinabove and in the Pooling and Servicing Agreement. No Owner shall have any right to institute any proceeding, judicial or otherwise, with respect to the Pooling and Servicing Agreement, or for the appointment of a receiver or trustee, or for any other remedy under the Pooling and Servicing Agreement except in compliance with the terms hereof. Notwithstanding any other provisions in the Pooling and Servicing Agreement, the Owner assignment and/or recordation of any Certificate shall have the right which is absolute and unconditional documents and/or instruments relating to receive distributions to the extent provided in the Pooling and Servicing Agreement with respect to such Certificate or to institute suit for the enforcement of any such distribution, and such right shall not be impaired without the consent of such Owner. The Pooling and Servicing Agreement provides that the obligations created thereby will terminate upon the earlier of (i) the payment to the Owners of all of all amounts held by the Trustee and required to be paid to such Owners pursuant to the Pooling and Servicing Agreement upon the later to occur of (a) the final payment or other liquidation (or any advance made with respect thereto) of the last Mortgage Loan in the Trust Estate or (b) the disposition of all property acquired in respect of any Mortgage Loan remaining in which have not been delivered, assigned or recorded at the time required for enforcement by the Trust Estate or (ii) at any time when a Qualified Liquidation of the Upper-Tier REMIC and the Lower-Tier REMIC is effected as described in the Pooling and Servicing AgreementFund. The Pooling and Servicing Agreement additionally provides that (i) the Servicer may, Seller will be required to effect at its optionexpense the assignment and, purchase from if applicable, recordation of its Mortgage Loan documents until the Trust assignment and recordation of all (but not fewer than all) remaining such Mortgage Loans and other property then constituting the Trust Estate, and thereby effect early retirement of the Offered Certificates, on any Remittance Date when the aggregate outstanding Loan Balances of the Mortgage Loans in the Trust Estate is 10% or less of the sum of the Original Aggregate Loan Balance of the Mortgage Loans in the Trust Estate, (ii) in the event that the Servicer does not exercise the option described in clause (i), the Trustee is required by the Pooling and Servicing Agreement to perform an Auction Sale of the Mortgage Loans as provided therein, and (iii) under certain circumstances relating to the qualification of the Trust as a REMIC under the Code thedocuments has been completed.

Servicing Agreement. (A) The Pooling Servicing Agreement, a duly executed counterpart of which has been delivered to the Administrative Agent, sets forth the covenants and obligations of the Servicer with respect to the Eligible Home Improvement Loans and other matters addressed in the Servicing Agreement, and reference is hereby made to the Servicing Agreement permits for a detailed statement of said covenants and obligations of the Servicer thereunder. The Borrower agrees that the Administrative Agent, in its name or (to enter into Sub-the extent required by law) in the name of the Borrower, may (but is not, unless so directed and indemnified by the Majority Lenders, required to) enforce all rights of the Borrower under the Servicing Agreements with certain institutions eligible Agreement for appointment and on behalf of the Lenders whether or not an Event of Default has occurred and is continuing. (B) Promptly following a request from the Administrative Agent (acting at the direction of the Majority Lenders) to do so, the Borrower shall take all such lawful action as Sub-Servicers for the servicing Administrative Agent may request to compel or secure the performance and administration of certain Mortgage Loans. No appointment of any Sub-Servicer shall release observance by the Servicer from of each of its obligations to the Borrower and with respect to the Eligible Home Improvement Loans under or in connection with the Servicing Agreement, in accordance with the respective terms thereof, and in effecting such request shall exercise any and all rights, remedies, powers and privileges lawfully available to the Borrower under or in connection with the Servicing Agreement to the extent and in the manner directed by the Administrative Agent, including the transmission of notices of default on the part of the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Servicer of each of its obligations under the Pooling and Servicing Agreement. This Certificate . (C) The Borrower shall not waive any default by the Servicer under the Servicing Agreement without the written consent of the Administrative Agent (acting at the written direction of the Majority Lenders). (D) The Administrative Agent does not represent a deposit assume any duty or other obligation of, or an interest in, nor are of the underlying Mortgage Loans insured or guaranteed by, Borrower under the Unaffiliated Seller, the Depositor, the Servicer, or any of their subsidiaries and affiliates and are not insured or guaranteed by the Federal Deposit Insurance Corporation, the Government National Mortgage Association, or any other governmental agency. This Certificate is limited in right of payment to certain collections and recoveries and amounts on deposit in the Accounts, all as more specifically set forth hereinabove and in the Pooling and Servicing Agreement. No Owner shall have , and the rights given to the Administrative Agent thereunder are subject to the provisions of Article VII. (E) The Borrower has not and will not provide any right payment instructions to institute any proceeding, judicial or otherwise, Obligor that are inconsistent with the Servicing Agreement. (F) With respect to the Pooling and Servicing Agreement, or for Servicer’s obligations under Section 5.3 of the appointment of a receiver or trustee, or for any other remedy under the Pooling and Servicing Agreement except in compliance with the terms hereof. Notwithstanding any other provisions in the Pooling and Servicing Agreement, the Owner Administrative Agent shall not have any responsibility to the Borrower, the Servicer or any party hereunder to make any inquiry or investigation as to, and shall have no obligation in respect of, the terms of any Certificate engagement of an independent accountant by the Servicer; provided, that the Administrative Agent shall have be authorized, upon receipt of written direction from the right which is absolute and unconditional Servicer directing the Administrative Agent, to execute any acknowledgment or other agreement with the independent accountant required for the Administrative Agent to receive distributions to any of the extent reports or instructions provided in the Pooling and Servicing Agreement with respect to such Certificate for herein, which acknowledgment or to institute suit for the enforcement of any such distributionagreement may include, and such right shall not be impaired without the consent of such Owner. The Pooling and Servicing Agreement provides that the obligations created thereby will terminate upon the earlier of among other things, (i) acknowledgement that the payment Servicer has agreed that the procedures to the Owners of all of all amounts held be performed by the Trustee and required to be paid to such Owners pursuant to independent accountant are sufficient for the Pooling and Servicing Agreement upon the later to occur of (a) the final payment or other liquidation (or any advance made with respect thereto) of the last Mortgage Loan in the Trust Estate or (b) the disposition of all property acquired in respect of any Mortgage Loan remaining in the Trust Estate or (ii) at any time when a Qualified Liquidation of the Upper-Tier REMIC and the Lower-Tier REMIC is effected as described in the Pooling and Servicing Agreement. The Pooling and Servicing Agreement additionally provides that (i) the Servicer may, at its option, purchase from the Trust all (but not fewer than all) remaining Mortgage Loans and other property then constituting the Trust Estate, and thereby effect early retirement of the Offered Certificates, on any Remittance Date when the aggregate outstanding Loan Balances of the Mortgage Loans in the Trust Estate is 10% or less of the sum of the Original Aggregate Loan Balance of the Mortgage Loans in the Trust EstateBorrower’s purposes, (ii) in the event acknowledgment that the Servicer does not exercise Administrative Agent has agreed that the option described in clause procedures to be performed by an independent accountant are sufficient for the Administrative Agent’s purposes and that the Administrative Agent’s purposes is limited solely to receipt of the report, (i), the Trustee is required iii) releases by the Pooling Administrative Agent (on behalf of itself and Servicing Agreement to perform an Auction Sale the Lenders) of claims against the independent accountant and acknowledgement of other limitations of liability in favor of the Mortgage Loans as provided thereinindependent accountant, and (iiiiv) under certain circumstances relating restrictions or prohibitions on the disclosure of information or documents provided to it by such firm of independent accountant (including to the qualification Lenders). Notwithstanding the foregoing, in no event shall the Administrative Agent be required to execute any agreement in respect of the Trust as independent accountant that the Administrative Agent determines adversely affects it in its individual capacity or which is in a REMIC under form that is not reasonably acceptable to the Code theAdministrative Agent.

Servicing Agreement. The Pooling During the period of time starting on the Cut-Off Date and ending at the close of business on the Servicing Agreement permits Transfer Date (such period, the Servicer “Interim Servicing Period”), Seller shall service the Commercial Loans and Real Estate Owned for the benefit of Buyer and in accordance with Accepted Servicing Practices and Applicable Law. In addition, Seller and Buyer hereby agree to the following additional rules and guidelines for servicing of the Commercial Loans and Real Estate Owned during the Interim Servicing Period: (a) For Period from Cut-Off Date Through Closing Date: (i) Seller shall (and shall cause its Affiliates and Representatives to) (A) consult in good faith with Buyer and its designated Representatives prior to entering into (or committing to enter into Sub-Servicing Agreements with certain institutions eligible for appointment as Sub-Servicers for the servicing and administration of certain Mortgage Loans. No appointment of into) any Sub-Servicer shall release the Servicer from any of its obligations under the Pooling and Servicing Agreement. This Certificate does not represent a deposit or other obligation ofamendment, or an interest inmodification, nor are the underlying Mortgage Loans insured or guaranteed bywaiver, the Unaffiliated Sellerforbearance, the Depositordisposition, the Servicer, or any of their subsidiaries and affiliates and are not insured or guaranteed by the Federal Deposit Insurance Corporation, the Government National Mortgage Associationsale, or any other governmental agency. This Certificate is limited action with respect to any of the Commercial Loans or Real Estate Owned or incurring any material expense with respect to any Commercial Loan or Real Estate Owned, and (B) provide to Representatives of Buyer reasonable access during normal business hours to Seller’s employees engaged in right of payment servicing the Commercial Loans and Real Estate Owned and the Loan Files related to certain collections the Commercial Loans and recoveries Real Estate Owned; (ii) Seller shall not take or commit to take (and amounts on deposit in the Accounts, all as more specifically set forth hereinabove shall cause Seller’s Affiliates and in the Pooling and Servicing Agreement. No Owner shall have Representatives to not take or commit to take) any right to institute any proceeding, judicial or otherwise, action with respect to the Pooling and Servicing AgreementCommercial Loans or any Real Estate Owned outside of Ordinary Course Transactions without the prior written consent of Buyer in its discretion, or for the appointment of a receiver or trustee, or for any other remedy under the Pooling and Servicing Agreement except in compliance with the terms hereof. Notwithstanding any other provisions in the Pooling and Servicing Agreement, the Owner of any Certificate which shall have the right which is absolute and unconditional to receive distributions to the extent provided in the Pooling and Servicing Agreement not be unreasonably withheld; and (iii) with respect to such Certificate Ordinary Course Transactions, Seller shall not (and shall cause its Affiliates and Representatives to not) undertake or accept (or commit to institute suit for undertake or accept) any of the enforcement following actions without the prior written consent of any such distribution, and such right Buyer (which shall not be impaired unreasonably withheld, conditioned or delayed): (A) a discounted payoff of any Commercial Loan or a sale of any Commercial Loan or Real Estate Owned with an associated unpaid principal balance as of the Cut-Off Date of $50,000 or more; (B) any amendment, modification, waiver or forbearance of any of the terms or conditions of any Commercial Loan with an associated unpaid principal balance as of the Cut-Off Date of $50,000 or more, including without limitation, reductions of interest rate, changes to payment terms from current cash pay to accrual or pay-in-kind or reductions to principal balance; (C) taking or accepting title to any property which is collateral for a Commercial Loan as a result of judicial or non-judicial foreclosure, assignment or deed-in-lieu of foreclosure, power of sale, UCC sale or otherwise; (D) entering into or modifying any leases, property management or leasing agreements, or other material agreements with respect to Real Estate Owned or (E) incurring any expense in connection with any Commercial Loan or Real Estate Owned in excess of, on an aggregate basis for each Commercial Loan or Real Estate Owned during the consent Interim Servicing Period, the lesser of (x) $5,000 or (y) 5% of the unpaid principal balance of such Owner. The Pooling and Commercial Loan or Real Estate Owned as of the Cut-Off Date. (b) For Period from Closing Date Through Servicing Agreement provides that the obligations created thereby will terminate upon the earlier of Transfer Date: (i) Seller shall (and shall cause its Affiliates and Representatives to) (A) consult in good faith with Buyer and its designated Representatives prior to entering into (or committing to enter into) any amendment, modification, waiver, forbearance, disposition, sale, or any other action with respect to any of the payment Commercial Loans or Real Estate Owned or incurring any material expense with respect to any Commercial Loan or Real Estate Owned, and (B) provide to Representatives of Buyer reasonable access during normal business hours to Seller’s employees engaged in servicing the Commercial Loans and Real Estate Owned and the Loan Files related to the Owners of all of all amounts held by the Trustee Commercial Loans and required to be paid to such Owners pursuant to the Pooling and Servicing Agreement upon the later to occur of (a) the final payment or other liquidation (or any advance made with respect thereto) of the last Mortgage Loan in the Trust Real Estate or (b) the disposition of all property acquired in respect of any Mortgage Loan remaining in the Trust Estate or Owned; and (ii) shall not take or commit to take (and shall cause Seller’s Affiliates and Representatives to not take or commit to take) any action with respect to the Commercial Loans or any Real Estate Owned without the prior written consent of Buyer in its sole and absolute discretion. (c) From and after the Closing Date and upon the reasonable request of Buyer, Seller shall (at any time when a Qualified Liquidation of the Upper-Tier REMIC and the Lower-Tier REMIC is effected as described in the Pooling and Servicing Agreement. The Pooling and Servicing Agreement additionally provides that no cost or expense to Buyer): (i) provide to Buyer a single point of contact at Seller which contact shall be available for all servicing and IT questions and transition items for at least twelve (12) months after the Servicer may, at its option, purchase from the Trust all (but not fewer than all) remaining Mortgage Loans and other property then constituting the Trust Estate, and thereby effect early retirement of the Offered Certificates, on any Remittance Date when the aggregate outstanding Loan Balances of the Mortgage Loans in the Trust Estate is 10% or less of the sum of the Original Aggregate Loan Balance of the Mortgage Loans in the Trust Estate, Servicing Transfer Date; (ii) mail “good-bye” letters to each Borrower acceptable in the event that the Servicer does not exercise the option described in clause (i), the Trustee is required by the Pooling form and Servicing Agreement substance to perform an Auction Sale of the Mortgage Loans as provided therein, Buyer and Seller; (iii) under certain circumstances relating to the qualification provide Buyer with all vendor information on each Commercial Loan (including without limitation, insurance information, tax service contracts, etc.) for notification of the Trust transfer of the Commercial Loans; (iv) produce any data downloads of information not previously provided to Buyer or its Servicer as reasonably requested by Buyer or its Servicer; (v) prepare final reports required for transfer by Buyer or its Servicer to include but not be limited to a REMIC under trial balance, loan history, suspense funds listing, collateral reconciliation, and tax and insurance reporting; (vi) box and ship files overnight to Buyer’s Servicer (servicing, tax, insurance, collateral, asset, origination, etc.); (vii) provide to Buyer and its Servicer all electronic/imaged documentation in the Code thepossession or control of Seller or its Affiliates or Representatives; (viii) promptly send trailing documents and payments to Buyer or its Servicer after the Servicing Transfer Date; and (ix) cooperate in the transition of the servicing of the Commercial Loans to Buyer and Buyer’s Servicer.

Servicing Agreement. (a) The Pooling Servicing Agreement, duly executed counterparts of which have been filed with the Indenture Trustee, sets forth the covenants and obligations of the Servicer with respect 72 2003-A Indenture to the Trust Property and other matters addressed in the Servicing Agreement, and reference is hereby made to the Servicing Agreement permits for a detailed statement of said covenants and obligations of the Servicer thereunder. The Issuer agrees that the Indenture Trustee, in its name or (to enter into Sub-Servicing Agreements with certain institutions eligible for appointment as Sub-Servicers for the servicing extent required by law) in the name of the Issuer, may (but is not required to) enforce all rights of the Issuer and administration all obligations of certain Mortgage Loans. No appointment of any Sub-Servicer shall release the Servicer under and pursuant to the Servicing Agreement for and on behalf of the Noteholders, the Swap Counterparty (unless the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full) and the Note Insurer whether or not the Issuer is in default hereunder. (b) The Issuer shall, at its own expense, duly and punctually perform and observe each of its obligations to the Servicer under the Servicing Agreement in accordance with the terms thereof. In addition, promptly following a request from the Indenture Trustee to do so, the Issuer shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Servicer of each of its obligations to the Issuer under or in connection with the Servicing Agreement, in accordance with the terms thereof, and in effecting such request shall exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Servicing Agreement to the extent and in the manner directed by the Indenture Trustee, including, without limitation, the transmission of notices of default on the part of the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Servicer of each of its obligations under the Pooling and Servicing Agreement. This Certificate does not represent a deposit or other obligation of, or an interest in, nor are . (c) The Issuer agrees to give the underlying Mortgage Loans insured or guaranteed byIndenture Trustee, the Unaffiliated SellerSwap Counterparty (unless the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full), the DepositorNote Insurer, the Servicer, or any of their subsidiaries and affiliates and are not insured or guaranteed by the Federal Deposit Insurance CorporationClass A Noteholders, the Government National Mortgage AssociationClass B Noteholders and the Rating Agencies prompt written notice of each Default, Event of Default or Event of Servicing Default on the part of the Servicer of its obligations under the Servicing Agreement and any other governmental agencymaterial adverse information regarding the Servicer's servicing activities of which the Issuer becomes aware. This Certificate is limited in right In the event of payment termination of the Servicer due to certain collections and recoveries and amounts on deposit in an Event of Servicing Default under the Accounts, all as more specifically set forth hereinabove and in the Pooling and Servicing Agreement. No Owner shall have any right to institute any proceeding, judicial or otherwise, with respect to the Pooling and Servicing Agreement, or for a Successor Servicer which is an Eligible Servicer selected by the appointment Note Insurer shall assume the duties and responsibilities of the Servicer under the procedures specified in the Servicing Agreement. (d) The Issuer shall not waive any default by the Servicer under the Servicing Agreement without the written consent of (x) the Note Insurer or, if a receiver or trusteeNote Insurer Default has occurred and is continuing, the Class A Noteholders constituting Class A Noteholder Approval, or for (y) the Swap Counterparty (unless the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full), if the effect thereof would adversely affect the Swap Counterparty or (z) if the Aggregate Outstanding Principal Balance of the Class A Notes has been reduced to zero and the Note Insurer has been paid in full the amounts then owing to it, the Noteholders constituting Class B Noteholder Approval. (e) The Indenture Trustee does not assume any other remedy duty or obligation of the Issuer under the Pooling and Servicing Agreement except in compliance with the terms hereof. Notwithstanding any other provisions in the Pooling and Servicing Agreement, and the Owner of any Certificate shall have the right which is absolute and unconditional to receive distributions rights given to the extent provided in the Pooling and Servicing Agreement with respect to such Certificate or to institute suit for the enforcement of any such distribution, and such right shall not be impaired without the consent of such Owner. The Pooling and Servicing Agreement provides that the obligations created thereby will terminate upon the earlier of (i) the payment Indenture Trustee thereunder are subject to the Owners provisions of all of all amounts held by the Trustee and required to be paid to such Owners pursuant to the Pooling and Servicing Agreement upon the later to occur of (a) the final payment or other liquidation (or any advance made with respect thereto) of the last Mortgage Loan in the Trust Estate or (b) the disposition of all property acquired in respect of any Mortgage Loan remaining in the Trust Estate or (ii) at any time when a Qualified Liquidation of the Upper-Tier REMIC and the Lower-Tier REMIC is effected as described in the Pooling and Servicing Agreement. The Pooling and Servicing Agreement additionally provides that (i) the Servicer may, at its option, purchase from the Trust all (but not fewer than all) remaining Mortgage Loans and other property then constituting the Trust Estate, and thereby effect early retirement of the Offered Certificates, on any Remittance Date when the aggregate outstanding Loan Balances of the Mortgage Loans in the Trust Estate is 10% or less of the sum of the Original Aggregate Loan Balance of the Mortgage Loans in the Trust Estate, (ii) in the event that the Servicer does not exercise the option described in clause (i), the Trustee is required by the Pooling and Servicing Agreement to perform an Auction Sale of the Mortgage Loans as provided therein, and (iii) under certain circumstances relating to the qualification of the Trust as a REMIC under the Code theArticle VII hereof.

Servicing Agreement. (a) The Pooling Issuer and Servicing Agreement permits the Servicer to enter into Sub-Servicing Agreements with certain institutions eligible for appointment as Sub-Servicers for Indenture Trustee shall punctually perform and observe all of their respective obligations and agreements, if any, contained in the servicing and administration of certain Mortgage Loans. No appointment of any Sub-Servicer shall release the Servicer from any of its obligations under the Pooling and Servicing Agreement. This Certificate does not represent In the event that a deposit or other obligation of, or an interest in, nor are conflict exists between the underlying Mortgage Loans insured or guaranteed byprovisions of this Section 3.15 and those of the Servicing Agreement, the Unaffiliated Sellerterms of the Servicing Agreement shall control. (b) The Issuer shall enforce the obligations of the Master Servicer, the DepositorSpecial Servicer, the Indenture Trustee or the Fiscal Agent under the Servicing Agreement. (c) Upon any resignation or termination of the Master Servicer or the Special Servicer pursuant to the Servicing Agreement or any appointment of a successor to any such party pursuant to the Servicing Agreement, the Indenture Trustee shall give prompt written notice thereof to all Holders of Bonds at their respective addresses appearing in the related Bond Register. In the event that the Indenture Trustee is to act or is acting as successor to the Master Servicer or Special Servicer under the Servicing Agreement, the Holders of Bonds representing more than 50% of the Voting Rights of the Bonds shall be entitled to direct the Indenture Trustee (and, upon the receipt of such direction, the Indenture Trustee shall be required) to appoint or to petition a court of competent jurisdiction to appoint an alternative successor that meets the requirements of the Servicing Agreement. (d) Not later than five days after a Responsible Officer of the Indenture Trustee has notice of the occurrence of any event which constitutes or, with notice or lapse of time or both, would constitute a Servicer Event of Default under the Servicing Agreement, the Indenture Trustee shall transmit by mail to the Issuer and all Holders of Bonds notice of such occurrence, unless such default shall have been remedied. At the direction of the Holders of Bonds representing at least 25% of the Voting Rights of the Bonds, the Indenture Trustee shall terminate the rights and obligations of the defaulting party under the Servicing Agreement as and to the extent permitted thereby and shall, subject to Section 3.15(c) of this Indenture, succeed the defaulting party in whatever capacity it served under the Servicing Agreement. (e) The Issuer and the Indenture Trustee may, with the consent of the Holders of Bonds representing at least 66-2/3% of the Voting Rights of each Class of Bonds affected by a Servicer Event of Default (other than any Bonds owned directly or indirectly by the Master Servicer, the Special Servicer or any Affiliate thereof), waive a Servicer Event of their subsidiaries Default under the Servicing Agreement; provided, however, that a Servicer Event of Default relating to the handling, holding and affiliates timely remittance of payments, collections and/or distributions on the Mortgage Collateral may only be waived with the consent of each and are not insured or guaranteed by every Bondholder. Upon any such waiver of a Servicer Event of Default, such Servicer Event of Default shall cease to exist and shall be deemed to have been remedied for every purpose hereunder and under the Federal Deposit Insurance Corporation, the Government National Mortgage Association, or any other governmental agency. This Certificate is limited in right of payment to certain collections and recoveries and amounts on deposit in the Accounts, all as more specifically set forth hereinabove and in the Pooling and Servicing Agreement. No Owner such waiver shall have extend to any subsequent or other Servicer Event of Default under the Servicing Agreement or impair any right to institute any proceeding, judicial or otherwise, with respect consequent thereon except to the Pooling and extent expressly so waived. (f) During the continuance of a Servicer Event of Default under the Servicing Agreement, or for the appointment so long as such Servicer Event of a receiver or trustee, or for any other remedy Default under the Pooling and Servicing Agreement except shall not have been remedied, the Indenture Trustee, in compliance with addition to the terms hereof. Notwithstanding any other provisions right to remove the defaulting party in the Pooling and manner specified under the Servicing Agreement, the Owner of any Certificate shall have the right which is absolute right, in its own name and unconditional as trustee of an express trust, to receive distributions take all actions now or hereafter existing at Law, in equity or by statute to enforce its rights and remedies and to protect the extent interests, and enforce the rights and remedies, of Bondholders (including the institution and prosecution of all judicial, administrative and other proceedings and the filings of proofs of claim and debt in connection therewith). Except as otherwise expressly provided in the Pooling and Servicing Agreement, no remedy provided for by this Indenture or the Servicing Agreement with respect to a Servicer Event of Default under the Servicing Agreement shall be exclusive of any other remedy, and each and every remedy shall be cumulative and in addition to any other remedy, and no delay or omission to exercise any right or remedy shall impair any such Certificate right or remedy or shall be deemed to institute suit for the enforcement be a waiver of any such distributionServicer Event of Default. (g) The Issuer and the Indenture Trustee may enter into any amendment of the Servicing Agreement from time to time, and such right shall not be impaired without the consent of such Owner. The Pooling and Servicing Agreement provides that any of the obligations created thereby will terminate upon the earlier of Bondholders, (i) to cure any ambiguity, (ii) to correct, modify, supplement or add any provisions with respect to matters or questions arising thereunder which shall not be inconsistent with the payment provisions hereof or thereof, or (iii) to the Owners of all of all amounts held comply with any requirements imposed by the Code; provided that such amendment shall not adversely affect in any material respect the interests of any Holder of an Outstanding Bond as evidenced by an Opinion of Counsel to such effect. (h) The Issuer, the Master Servicer, the Special Servicer and the Indenture Trustee and also may enter into any amendment of the Servicing Agreement from time to time, with the consent of the Holders of Bonds representing more than 50% of the Voting Rights of each Class of Bonds affected thereby, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Servicing Agreement; provided, however, that no such amendment shall: (i) reduce in any manner the amount of, or delay the timing of, payments, collections and/or distributions received or advanced on Mortgage Collateral which are required to be paid to such Owners pursuant to on any Bond without the Pooling and Servicing Agreement upon the later to occur of (a) the final payment or other liquidation (or any advance made with respect thereto) consent of the last Mortgage Loan in the Trust Estate or (b) the disposition Holder of all property acquired in respect of any Mortgage Loan remaining in the Trust Estate or (ii) at any time when a Qualified Liquidation of the Upper-Tier REMIC and the Lower-Tier REMIC is effected as described in the Pooling and Servicing Agreement. The Pooling and Servicing Agreement additionally provides that (i) the Servicer maysuch Bond, at its option, purchase from the Trust all (but not fewer than all) remaining Mortgage Loans and other property then constituting the Trust Estate, and thereby effect early retirement of the Offered Certificates, on any Remittance Date when the aggregate outstanding Loan Balances of the Mortgage Loans in the Trust Estate is 10% or less of the sum of the Original Aggregate Loan Balance of the Mortgage Loans in the Trust Estate, (ii) in the event that the Servicer does not exercise the option described in clause (i), the Trustee is required by the Pooling and Servicing Agreement to perform an Auction Sale of the Mortgage Loans as provided therein, and (iii) under certain circumstances relating to the qualification of the Trust as a REMIC under the Code theor

Servicing Agreement. (a) The Pooling Servicing Agreement, duly executed counterparts of which have been filed with the Indenture Trustee, sets forth the covenants and obligations of the Servicer with respect 66 to the Trust Property and other matters addressed in the Servicing Agreement, and reference is hereby made to the Servicing Agreement permits for a detailed statement of said covenants and obligations of the Servicer thereunder. The Owner Trustee agrees that the Indenture Trustee, in its name or (to enter into Sub-Servicing Agreements with certain institutions eligible for appointment as Sub-Servicers for the servicing extent required by law) in the name of the Owner Trustee, may (but is not required to) enforce all rights of the Owner Trustee and administration all obligations of certain Mortgage Loans. No appointment of any Sub-Servicer shall release the Servicer under and pursuant to the Servicing Agreement for and on behalf of the Noteholders and the Note Insurer whether or not the Owner Trustee is in default hereunder. (b) The Owner Trustee shall, at its own expense, duly and punctually perform and observe each of its obligations to the Servicer under the Servicing Agreement in accordance with the terms thereof. In addition, promptly following a request from the Indenture Trustee to do so, the Owner Trustee shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Servicer of each of its obligations to the Owner Trustee under or in connection with the Servicing Agreement, in accordance with the terms thereof, and in effecting such request shall exercise any and all rights, remedies, powers and privileges lawfully available to the Owner Trustee under or in connection with the Servicing Agreement to the extent and in the manner directed by the Indenture Trustee, including, without limitation, the transmission of notices of default on the part of the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Servicer of each of its obligations under the Pooling and Servicing Agreement. This Certificate does not represent a deposit or other obligation of, or an interest in, nor are . (c) The Owner Trustee agrees to give the underlying Mortgage Loans insured or guaranteed byIndenture Trustee, the Unaffiliated SellerNote Insurer, the DepositorClass A Noteholders, the Class B Noteholders and the Rating Agencies prompt written notice of each Default, Event of Default or Event of Servicing Default on the part of the Servicer of its obligations under the Servicing Agreement and any material adverse information regarding the Servicer, or any 's servicing activities of their subsidiaries and affiliates and are not insured or guaranteed by which the Federal Deposit Insurance Corporation, Owner Trustee becomes aware. In the Government National Mortgage Association, or any other governmental agency. This Certificate is limited in right event of payment termination of the Servicer due to certain collections and recoveries and amounts on deposit in an Event of Servicing Default under the Accounts, all as more specifically set forth hereinabove and in the Pooling and Servicing Agreement. No Owner shall have any right to institute any proceeding, judicial or otherwise, with respect to the Pooling and Servicing Agreement, or for a Successor Servicer which is an Eligible Servicer selected by the appointment Note Insurer shall assume the duties and responsibilities of the Servicer under the procedures specified in the Servicing Agreement. (d) The Owner Trustee shall not waive any default by the Servicer under the Servicing Agreement without the written consent of (x) the Note Insurer or, if a receiver or trusteeNote Insurer Default has occurred and is continuing, the Class A Noteholders constituting Class A Noteholder Approval, or for (y) if the Aggregate Outstanding Principal Balance of the Class A Notes has been reduced to zero and the Note Insurer has been paid in full the amounts then owing to it, the Noteholders constituting Class B Noteholder Approval. (e) The Indenture Trustee does not assume any other remedy duty or obligation of the Owner Trustee under the Pooling and Servicing Agreement except in compliance with the terms hereof. Notwithstanding any other provisions in the Pooling and Servicing Agreement, and the Owner of any Certificate shall have the right which is absolute and unconditional to receive distributions rights given to the extent provided in the Pooling and Servicing Agreement with respect to such Certificate or to institute suit for the enforcement of any such distribution, and such right shall not be impaired without the consent of such Owner. The Pooling and Servicing Agreement provides that the obligations created thereby will terminate upon the earlier of (i) the payment Indenture Trustee thereunder are subject to the Owners provisions of all of all amounts held by the Trustee and required to be paid to such Owners pursuant to the Pooling and Servicing Agreement upon the later to occur of (a) the final payment or other liquidation (or any advance made with respect thereto) of the last Mortgage Loan in the Trust Estate or (b) the disposition of all property acquired in respect of any Mortgage Loan remaining in the Trust Estate or (ii) at any time when a Qualified Liquidation of the Upper-Tier REMIC and the Lower-Tier REMIC is effected as described in the Pooling and Servicing Agreement. The Pooling and Servicing Agreement additionally provides that (i) the Servicer may, at its option, purchase from the Trust all (but not fewer than all) remaining Mortgage Loans and other property then constituting the Trust Estate, and thereby effect early retirement of the Offered Certificates, on any Remittance Date when the aggregate outstanding Loan Balances of the Mortgage Loans in the Trust Estate is 10% or less of the sum of the Original Aggregate Loan Balance of the Mortgage Loans in the Trust Estate, (ii) in the event that the Servicer does not exercise the option described in clause (i), the Trustee is required by the Pooling and Servicing Agreement to perform an Auction Sale of the Mortgage Loans as provided therein, and (iii) under certain circumstances relating to the qualification of the Trust as a REMIC under the Code theArticle VII hereof.

Servicing Agreement. The Pooling During the period of time starting on the Cut-Off Date and ending at the close of business on the Servicing Agreement permits Transfer Date (such period, the Servicer “Interim Servicing Period”), Seller shall service the Loans and Real Estate Owned for the benefit of Buyer and in accordance with Accepted Servicing Practices and Applicable Law. Seller shall have no obligation to service the Loans and Real Estate Owned after the Servicing Transfer Date except as may be set forth in a separate agreement between Buyer and Seller. In addition, Seller and Buyer hereby agree to the following additional rules and guidelines for servicing of the Loans and Real Estate Owned during the Interim Servicing Period: (a) For Period from Cut-Off Date Through Closing Date: (i) Seller shall (and shall cause its Affiliates and Representatives to) (A) consult in good faith with Buyer and its designated Representatives prior to entering into (or committing to enter into Sub-Servicing Agreements with certain institutions eligible for appointment as Sub-Servicers for the servicing and administration of certain Mortgage Loans. No appointment of into) any Sub-Servicer shall release the Servicer from any of its obligations under the Pooling and Servicing Agreement. This Certificate does not represent a deposit or other obligation ofamendment, or an interest inmodification, nor are the underlying Mortgage Loans insured or guaranteed bywaiver, the Unaffiliated Sellerforbearance, the Depositordisposition, the Servicer, or any of their subsidiaries and affiliates and are not insured or guaranteed by the Federal Deposit Insurance Corporation, the Government National Mortgage Associationsale, or any other governmental agency. This Certificate is limited action with respect to any of the Loans or Real Estate Owned, and (B) provide to Representatives of Buyer reasonable access during normal business hours to Seller’s employees engaged in right of payment servicing the Loans and Real Estate Owned and the Loan Files related to certain collections the Loans and recoveries the REO Files related to the Real Estate Owned; (ii) Seller shall not take or commit to take (and amounts on deposit in the Accounts, all as more specifically set forth hereinabove shall cause Seller’s Affiliates and in the Pooling and Servicing Agreement. No Owner shall have Representatives to not take or commit to take) any right to institute action (or incur any proceeding, judicial or otherwise, material expense) with respect to the Pooling Loans or any Real Estate Owned outside of Ordinary Course Transactions without the prior written consent of Buyer in its discretion, which shall not be unreasonably withheld; and (iii) with respect to Ordinary Course Transactions, Seller shall not (and Servicing Agreementshall cause its Affiliates and Representatives to not) undertake or accept (or commit to undertake or accept) any of the following actions without the prior written consent of Buyer (which shall not be unreasonably withheld, conditioned or delayed): (A) a discounted payoff of any Loan or a sale of any Loan or Real Estate Owned with an associated Unpaid Principal Balance as of the Cut-Off Date of $50,000 or more; (B) any amendment, modification, waiver or forbearance of any of the terms or conditions of any Loan with an associated Unpaid Principal Balance as of the Cut-Off Date of $50,000 or more, including without limitation, reductions of interest rate, changes to payment terms from current cash pay to accrual or pay-in-kind or reductions to principal balance; (C) taking or accepting title to any property which is collateral for a Loan as a result of judicial or non-judicial foreclosure, assignment or deed-in-lieu of foreclosure, power of sale, UCC sale or otherwise; (D) entering into or modifying any leases, property management or leasing agreements, or other material agreements with respect to Real Estate Owned or (E) incurring any expense in connection with any Loan or Real Estate Owned in excess of, on an aggregate basis for each Loan or Real Estate Owned during the Interim Servicing Period, the lesser of (x) $5,000 or (y) 5% of the Unpaid Principal Balance of such Loan or Real Estate Owned as of the Cut-Off Date. (b) For Period from Closing Date Through Servicing Transfer Date: (i) Seller shall (and shall cause its Affiliates and Representatives to) (A) consult in good faith with Buyer and its designated Representatives prior to entering into (or committing to enter into) any amendment, modification, waiver, forbearance, disposition, sale, or any other action with respect to any of the Loans or Real Estate Owned or incurring any material expense with respect to any Loan or Real Estate Owned, and (B) provide to Representatives of Buyer reasonable access during normal business hours to Seller’s employees engaged in servicing the Loans and Real Estate Owned and the Loan Files related to the Loans and Real Estate Owned; and (ii) shall not take or commit to take (and shall cause Seller’s Affiliates and Representatives to not take or commit to take) any action with respect to the Loans or any Real Estate Owned without the prior written consent of Buyer in its sole and absolute discretion. (c) From and after the Closing, upon the reasonable written request of Buyer and at no cost or expense to Buyer, Seller shall: (a) provide to Buyer a single point of contact at Seller which contact shall be available upon reasonable notice and during normal business hours for all reasonable servicing and IT questions and transition items for at least twelve (12) months after the Closing; (b) as soon as is reasonably practicable after the Closing, in addition to the notice to Borrowers required pursuant to Section 5.2(a)(ix) (which notice shall be sent out prior to the Servicing Transfer Date at Seller’s expense), mail any customary “good-bye” letters acceptable in form and substance to Buyer and conforming to Applicable Law and RESPA requirements (if applicable); (c) provide Buyer with all reasonably available vendor information for each Purchased Asset (including, without limitation, insurance information, tax service contracts and other information) for notification of the transfer of the Purchased Assets; (d) produce any reasonably available data downloads for the appointment Purchased Assets; (e) prepare final reports reasonably necessary for transfer of a receiver the Purchased Assets by Buyer or trusteeits Servicer, or for any other remedy under the Pooling and Servicing Agreement except in compliance with the terms hereof. Notwithstanding any other provisions in the Pooling and Servicing Agreementsuch final reports to include, the Owner of any Certificate shall have the right which is absolute and unconditional to receive distributions but not be limited to, to the extent provided in the Pooling reasonably available, a trial balance, loan history, suspense funds listing, collateral reconciliation, and Servicing Agreement tax and insurance reporting; (f) as soon as is reasonably practicable assemble and deliver to Buyer’s Servicer any applicable and reasonably available records related to servicing, tax, insurance, collateral, asset and origination; (g) provide to Buyer and its Servicer all applicable and reasonably available electronic/imaged documentation with respect to such Certificate or to institute suit for the enforcement of any such distribution, and such right shall not be impaired without the consent of such Owner. The Pooling and Servicing Agreement provides that the obligations created thereby will terminate upon the earlier of (i) the payment to the Owners of all of all amounts held by the Trustee and required to be paid to such Owners pursuant to the Pooling and Servicing Agreement upon the later to occur of (a) the final payment or other liquidation (or any advance made with respect thereto) of the last Mortgage Loan Purchased Assets in the Trust Estate possession or (b) the disposition control of all property acquired in respect of any Mortgage Loan remaining in the Trust Estate Seller or (ii) at any time when a Qualified Liquidation of the Upper-Tier REMIC its Affiliates and the Lower-Tier REMIC is effected as described in the Pooling and Servicing Agreement. The Pooling and Servicing Agreement additionally provides that (i) the Servicer may, at its option, purchase from the Trust all (but not fewer than all) remaining Mortgage Loans and other property then constituting the Trust Estate, and thereby effect early retirement of the Offered Certificates, on any Remittance Date when the aggregate outstanding Loan Balances of the Mortgage Loans in the Trust Estate is 10% or less of the sum of the Original Aggregate Loan Balance of the Mortgage Loans in the Trust Estate, (ii) in the event that the Servicer does not exercise the option described in clause (i), the Trustee is required by the Pooling and Servicing Agreement to perform an Auction Sale of the Mortgage Loans as provided therein, Representatives; and (iiih) under certain circumstances relating promptly send trailing documents and payments to Buyer or its Servicer after the qualification of the Trust as a REMIC under the Code theClosing.

Servicing Agreement. The Pooling and Servicing Agreement permits the Servicer to enter into Sub-Servicing Agreements with certain institutions eligible for appointment as Sub-Servicers for the servicing and administration of certain Mortgage Loans. No appointment of any Sub-Servicer shall release the Servicer from any of its obligations under the Pooling and Servicing Agreement. This Certificate does not represent a deposit or other obligation of, or an interest in, nor are the underlying Mortgage Loans insured or guaranteed by, the Unaffiliated Seller, the Depositor, the Servicer, or any of their subsidiaries and affiliates and are not insured or guaranteed by the Federal Deposit Insurance Corporation, the Government National Mortgage Association, or any other governmental agency. This Certificate is limited in right of payment to certain collections and recoveries and amounts on deposit in the Accounts, all as more specifically set forth hereinabove and in the Pooling and Servicing Agreement. No Owner shall have any right to institute any proceeding, judicial or otherwise, with respect to the Pooling and Servicing Agreement, or for the appointment of a receiver or trustee, or for any other remedy under the Pooling and Servicing Agreement except in compliance with the terms hereof. Notwithstanding any other provisions in the Pooling and Servicing Agreement, the Owner of any Certificate shall have the right which is absolute and unconditional to receive distributions to the extent provided in the Pooling and Servicing Agreement with respect to such Certificate or to institute suit for the enforcement of any such distribution, and such right shall not be impaired without the consent of such Owner. The Pooling and Servicing Agreement provides that the obligations created thereby will terminate upon the earlier of (i) the payment to the Owners of all Certificates of all amounts held by the Trustee and required to be paid to such Owners pursuant to the Pooling and Servicing Agreement upon the later to occur of (a) the final payment or other liquidation (or any advance made with respect thereto) of the last Mortgage Loan in the Trust Estate or (b) the disposition of all property acquired in respect of any Mortgage Loan remaining in the Trust Estate or (ii) at any time when a Qualified Liquidation of the Upper-Tier REMIC and the Lower-Tier REMIC is effected as described in the Pooling and Servicing Agreement. The Pooling and Servicing Agreement additionally provides that (i) the Servicer may, at its option, purchase from the Trust all (but not fewer than all) remaining Mortgage Loans and other property then constituting the Trust Estate, and thereby effect early retirement of the Offered Certificates, on any Remittance Date when the aggregate outstanding Loan Balances of the Mortgage Loans in the Trust Estate is 10% or less of the sum of the Original Aggregate Loan Balance of the Mortgage Loans in the Trust Estate, (ii) in the event that the Servicer does not exercise the option described in clause (i), the Trustee is required by the Pooling and Servicing Agreement to perform an Auction Sale of the Mortgage Loans as provided therein, and (iii) under certain circumstances relating to the qualification of the Trust as a REMIC under the Code thethe Mortgage Loans may be sold, thereby affecting the early retirement of the Class A-7 Certificates. The Trustee shall give written notice of termination of the Pooling and Servicing Agreement to each Owner in the manner set forth therein. The Owners of a majority of the Percentage Interests represented by the Offered Certificates, upon compliance with the requirements set forth in the Pooling and Servicing Agreement, have the right to exercise any trust or power set forth in the Pooling and Servicing Agreement with respect to the Certificates or the Trust Estate. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth and referred to on the face hereof, the transfer of this Certificate is registrable in the Register upon surrender of this Certificate for registration of transfer at the office designated as the location of the Register, and thereupon one or more new Certificates of like Class, tenor and a like Percentage Interest will be issued to the designated transferee or transferees. The Trustee is required to furnish certain information on each Distribution Date to the Owner of this Certificate, as more fully described in the Pooling and Servicing Agreement. The Class A-7 Certificates are issuable only as registered Certificates in denominations of $1,000 original principal amount and integral multiples of $1,000. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, Class A-7 Certificates are exchangeable for new Class A-7 Certificates of authorized denominations evidencing the same aggregate principal amount. The Trustee and any agent of the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee nor any such agent shall be affected by notice to the contrary.

Servicing Agreement. The Pooling and Borrower shall not surrender, terminate, cancel or materially modify the Servicing Agreement permits in a manner adverse to Administrative Agent or any Lender, or enter into any other agreement relating to the servicing of the Underlying Loan with Servicer or any other Person, or consent to the assignment by the Servicer of its interest under the Servicing Agreement (to the extent Borrower’s approval thereof is required), in each case without the express written consent of Administrative Agent, which consent shall not be unreasonably withheld, conditioned or delayed, but which consent may be conditioned upon the Administrative Agent’s receipt of a tri-party servicer notice and cash management arrangements on terms and conditions satisfactory to the Administrative Agent. If the Servicer defaults under the Servicing Agreement or resigns, Borrower shall be permitted to enter into Suba new servicing agreement with a replacement servicer, provided that Administrative Agent’s approval of the replacement servicing agreement shall be required, which approval shall not be unreasonably withheld, conditioned or delayed, but which consent may be conditioned upon the Administrative Agent’s receipt of a tri-Servicing Agreements with certain institutions eligible for appointment as Sub-Servicers for the servicing party servicer notice and administration of certain Mortgage Loans. No appointment of any Sub-Servicer shall release the Servicer from any of its obligations under the Pooling cash management arrangements on terms and Servicing Agreement. This Certificate does not represent a deposit or other obligation of, or an interest in, nor are the underlying Mortgage Loans insured or guaranteed by, the Unaffiliated Seller, the Depositor, the Servicer, or any of their subsidiaries and affiliates and are not insured or guaranteed by the Federal Deposit Insurance Corporation, the Government National Mortgage Association, or any other governmental agency. This Certificate is limited in right of payment to certain collections and recoveries and amounts on deposit in the Accounts, all as more specifically set forth hereinabove and in the Pooling and Servicing Agreement. No Owner shall have any right to institute any proceeding, judicial or otherwise, with respect conditions satisfactory to the Pooling and Servicing Agreement, or for Administrative Agent. If at any time Administrative Agent consents to the appointment of a receiver or trusteenew servicer, or for any other remedy under such new servicer shall thereafter be deemed the Pooling and Servicing Agreement except in compliance with the terms hereof. Notwithstanding any other provisions in the Pooling and Servicing Agreement, the Owner of any Certificate shall have the right which is absolute and unconditional to receive distributions to the extent provided in the Pooling and Servicing Agreement with respect to such Certificate or to institute suit for the enforcement of any such distribution“Servicer” hereunder, and such right shall not be impaired without the consent new Servicer and Borrower shall, as a condition of such Owner. The Pooling and Administrative Agent’s consent, execute a replacement Servicing Agreement provides that the obligations created thereby will terminate upon the earlier of (i) the payment in form and substance substantially similar to the Owners of all of all amounts held by the Trustee and required to be paid to such Owners pursuant existing agreement or otherwise reasonably satisfactory to the Pooling and Servicing Agreement upon the later to occur of (a) the final payment or other liquidation (or any advance made with respect thereto) of the last Mortgage Loan in the Trust Estate or (b) the disposition of all property acquired in respect of any Mortgage Loan remaining in the Trust Estate or (ii) at any time when a Qualified Liquidation of the Upper-Tier REMIC and the Lower-Tier REMIC is effected as described in the Pooling and Servicing Agreement. The Pooling and Servicing Agreement additionally provides that (i) the Servicer may, at its option, purchase from the Trust all (but not fewer than all) remaining Mortgage Loans and other property then constituting the Trust Estate, and thereby effect early retirement of the Offered Certificates, on any Remittance Date when the aggregate outstanding Loan Balances of the Mortgage Loans in the Trust Estate is 10% or less of the sum of the Original Aggregate Loan Balance of the Mortgage Loans in the Trust Estate, (ii) in the event that the Servicer does not exercise the option described in clause (i), the Trustee is required by the Pooling and Servicing Agreement to perform an Auction Sale of the Mortgage Loans as provided therein, and (iii) under certain circumstances relating to the qualification of the Trust as a REMIC under the Code theAdministrative Agent.

Servicing Agreement. (a) The Pooling Servicing Agreement, duly executed counterparts of which have been filed with the Indenture Trustee, sets forth the covenants and obligations of the Servicer with respect to the Trust Property and other matters addressed in the Servicing Agreement, and reference is hereby made to the Servicing Agreement permits for a detailed statement of said covenants and obligations of the Servicer thereunder. The Owner Trustee agrees that the Indenture Trustee, in its name or (to enter into Sub-Servicing Agreements with certain institutions eligible for appointment as Sub-Servicers for the servicing extent required by law) in the name of the Owner Trustee, may (but is not required to) enforce all rights of the Owner Trustee and administration all obligations of certain Mortgage Loans. No appointment of any Sub-Servicer shall release the Servicer under and pursuant to the Servicing Agreement for and on behalf of the Noteholders and the Note Insurer whether or not the Owner Trustee is in default hereunder. (b) The Owner Trustee shall, at its own expense, duly and punctually perform and observe each of its obligations to the Servicer under the Servicing Agreement in accordance with the terms thereof. In addition, promptly following a request from the Indenture Trustee to do so, the Owner Trustee shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Servicer of each of its obligations to the Owner Trustee under or in connection with the Servicing Agreement, in accordance with the terms thereof, and in effecting such request shall exercise any and all rights, remedies, powers and privileges lawfully available to the Owner Trustee under or in connection with the Servicing Agreement to the extent and in the manner directed by the Indenture Trustee, including, without limitation, the transmission of notices of default on the part of the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Servicer of each of its obligations under the Pooling and Servicing Agreement. This Certificate does not represent a deposit or other obligation of, or an interest in, nor are . (c) The Owner Trustee agrees to give the underlying Mortgage Loans insured or guaranteed byIndenture Trustee, the Unaffiliated SellerNote Insurer, the DepositorSwap Counterparty (so long as Class A-3 Notes are Outstanding), the Servicer, or any of their subsidiaries and affiliates and are not insured or guaranteed by the Federal Deposit Insurance CorporationClass A Noteholders, the Government National Mortgage AssociationClass B Noteholders and the Rating Agencies prompt written notice of each Default, Event of Default or Event of Servicing Default on the part of the Servicer of its obligations under the Servicing Agreement and any other governmental agencymaterial adverse information regarding the Servicer's servicing activities of which the Owner Trustee becomes aware. This Certificate is limited in right In the event of payment termination of the Servicer due to certain collections and recoveries and amounts on deposit in an Event of Servicing Default under the Accounts, all as more specifically set forth hereinabove and in the Pooling and Servicing Agreement. No Owner shall have any right to institute any proceeding, judicial or otherwise, with respect to the Pooling and Servicing Agreement, or for a Successor Servicer which is an Eligible Servicer selected by the appointment Note Insurer shall assume the duties and responsibilities of a receiver or trustee, or for any other remedy the Servicer under the Pooling and procedures specified in the Servicing Agreement. (d) The Owner Trustee shall not waive any default by the Servicer under the Servicing Agreement except without the written consent of (x) the Note Insurer or, if a Note Insurer Default has occurred and is continuing, the Class A Noteholders constituting Class A Noteholder Approval, (y) the Swap Counterparty (so long as the Class A-3 Notes are Outstanding), if the effect thereof would adversely affect the Swap Counterparty or (z) if the Aggregate Outstanding Principal Balance of the Class A Notes has been reduced to zero and the Note Insurer has been paid in compliance with full the terms hereof. Notwithstanding amounts then owing to it, the Noteholders constituting Class B Noteholder Approval. (e) The Indenture Trustee does not assume any other provisions in duty or obligation of the Pooling and Owner Trustee under the Servicing Agreement, and the Owner of any Certificate shall have the right which is absolute and unconditional to receive distributions rights given to the extent provided in the Pooling and Servicing Agreement with respect to such Certificate or to institute suit for the enforcement of any such distribution, and such right shall not be impaired without the consent of such Owner. The Pooling and Servicing Agreement provides that the obligations created thereby will terminate upon the earlier of (i) the payment Indenture Trustee thereunder are subject to the Owners provisions of all of all amounts held by the Trustee and required to be paid to such Owners pursuant to the Pooling and Servicing Agreement upon the later to occur of (a) the final payment or other liquidation (or any advance made with respect thereto) of the last Mortgage Loan in the Trust Estate or (b) the disposition of all property acquired in respect of any Mortgage Loan remaining in the Trust Estate or (ii) at any time when a Qualified Liquidation of the Upper-Tier REMIC and the Lower-Tier REMIC is effected as described in the Pooling and Servicing Agreement. The Pooling and Servicing Agreement additionally provides that (i) the Servicer may, at its option, purchase from the Trust all (but not fewer than all) remaining Mortgage Loans and other property then constituting the Trust Estate, and thereby effect early retirement of the Offered Certificates, on any Remittance Date when the aggregate outstanding Loan Balances of the Mortgage Loans in the Trust Estate is 10% or less of the sum of the Original Aggregate Loan Balance of the Mortgage Loans in the Trust Estate, (ii) in the event that the Servicer does not exercise the option described in clause (i), the Trustee is required by the Pooling and Servicing Agreement to perform an Auction Sale of the Mortgage Loans as provided therein, and (iii) under certain circumstances relating to the qualification of the Trust as a REMIC under the Code theArticle VII hereof.