Common use of Subservicing Agreements Between Master Servicer and Subservicers Clause in Contracts

Subservicing Agreements Between Master Servicer and Subservicers. (a) The Master Servicer may enter into Subservicing Agreements with Subservicers for the servicing and administration of the Mortgage Loans and for the performance of any and all other activities of the Master Servicer hereunder. Each Subservicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans comparable to the Mortgage Loans, and in either case shall be authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the Subservicer to perform its obligations hereunder and under the Subservicing Agreement, and in either case shall be a Freddie Mac or Fannie Mae approved xxxxxxge servixxx. Xny Subservicing Agreement entered into by the Master Servicer shall include the provision that such Agreement may be immediately terminated (x) with cause and without any termination fee by any Master Servicer hereunder or (y) without cause in which case the Master Servicer shall be responsible for any termination fee or penalty resulting therefrom. In addition, each Subservicing Agreement shall provide for servicing of the Mortgage Loans consistent with the terms of this Servicing Agreement. With the consent of the Indenture Trustee, the Master Servicer and the Subservicers may enter into Subservicing Agreements and make amendments to the Subservicing Agreements or enter into different forms of Subservicing Agreements providing for, among other things, the delegation by the Master Servicer to a Subservicer of additional duties regarding the administration of the Mortgage Loans; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of this Servicing Agreement, and that no such amendment or different form shall be made or entered into which could be reasonably expected to be materially adverse to the interests of the Bondholders, without the consent of the Holders of Bonds representing not less than a majority of the aggregate Bond Principal Balance of the Bonds (for which purpose the Class A-IO Bonds will be deemed to have a Bond Principal Balance equal to 5% of the aggregate Bond Principal Balance of the other Classes of Bonds).

Subservicing Agreements Between Master Servicer and Subservicers. (a) The Master Servicer may enter into Subservicing Agreements with Subservicers for the servicing and administration of the Mortgage Loans and for the performance of any and all other activities of the Master Servicer hereunder. Each Subservicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans comparable to the Mortgage Loans, and in either case shall be authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the Subservicer to perform its obligations hereunder and under the Subservicing Agreement, and in either case shall be a Freddie Mac FHLMC or Fannie Mae FNMA approved xxxxxxge servixxxmortgage servicer. Xny Any Subservicing Agreement entered into by the Master Servicer shall include the provision that such Agreement may be immediately terminated (x) with cause and without any termination fee by any Master Servicer hereunder or (y) without cause in which case the Master Servicer shall be responsible for any termination fee or penalty resulting therefrom. In addition, each Subservicing Agreement shall provide for servicing of the Mortgage Loans consistent with the terms of this Servicing Agreement. With the consent of the Indenture TrusteeTrustee and the Bond Insurer, the Master Servicer and the Subservicers may enter into Subservicing Agreements and make amendments to the Subservicing Agreements or enter into different forms of Subservicing Agreements providing for, among other things, the delegation by the Master Servicer to a Subservicer of additional duties regarding the administration of the Mortgage Loans; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of this Servicing Agreement, and that no such amendment or different form shall be made or entered into which could be reasonably expected to be materially adverse to the interests of the Bond Insurer or the Bondholders, without the consent of the Holders of Bonds representing not less than a majority of the aggregate Bond Principal Balance of the Bonds (for which purpose the Class A-IO Bonds will be deemed to have Insurer or, if a Bond Principal Balance equal to 5Insurer Default exists, the holders of at least 51% of the aggregate Bond Principal Balance of the Outstanding Bonds. The Master Servicer has entered into Subservicing Agreements with the Initial Subservicer for the servicing and administration of the Mortgage Loans and may enter into additional Subservicing Agreements with Subservicers acceptable to the Indenture Trustee and the Bond Insurer for the servicing and administration of certain of the Mortgage Loans. (b) As part of its servicing activities hereunder, the Master Servicer, for the benefit of the Indenture Trustee, the Bond Insurer and the Bondholders, shall enforce the obligations of each Subservicer under the related Subservicing Agreement. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Subservicing Agreements and the pursuit of other Classes appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer, in its good faith business judgment, would require were it the owner of Bonds)the related Mortgage Loans. The Master Servicer shall pay the costs of such enforcement at its own expense, but shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement only to the extent, if any, that such recovery exceeds all amounts due in respect of the related Mortgage Loan or (ii) from a specific recovery of costs, expenses or attorneys' fees against the party against whom such enforcement is directed.

Subservicing Agreements Between Master Servicer and Subservicers. (a) The With the consent of the Note Insurer, the Master Servicer may enter into Subservicing Agreements with Subservicers for the servicing and administration of the Mortgage Loans and for the performance of any and all other activities of the Master Servicer hereunder. Each Subservicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans comparable to the Mortgage Loans, and in either case shall be authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the Subservicer to perform its obligations hereunder and under the Subservicing Agreement, and in either case shall be a Freddie Mac or Fannie Mae approved xxxxxxge servixxx. Xny Any Subservicing Agreement entered into by the Master Servicer shall include the provision that such Agreement may be immediately terminated (i) (x) with cause and without any termination fee by any the Note Insurer or the Master Servicer hereunder or and/or (y) without cause by the Master Servicer (with the consent of the Note Insurer, which consent shall not be unreasonably withheld), in which case the Master Servicer shall be solely responsible for any termination fee or penalty resulting therefrom (which shall not be the responsibility of the Indenture Trustee) and (ii) at the option of the Note Insurer upon the termination or resignation of the Master Servicer hereunder, in which case the Master Servicer shall be solely responsible for any termination fee or penalty resulting therefrom. In addition, each Subservicing Agreement shall provide for servicing of the Mortgage Loans consistent with the terms of this Servicing AgreementAgreement and shall provide, in the event of termination or resignation of the Master Servicer, that (i) the Subservicer thereunder may become the successor Master Servicer, with the approval of the Note Insurer, and (ii) if the Subservicer does not elect to become the Master Servicer or is not approved as the successor Master Servicer by the Note Insurer, the Note Insurer may terminate the Subservicer without any termination fee; provided, however, the Master Servicer shall be responsible for any such termination fee. With the consent of the Indenture TrusteeNote Insurer, the Master Servicer and the Subservicers may enter into Subservicing Agreements and make amendments to the Subservicing Agreements or enter into different forms of Subservicing Agreements providing for, among other things, the delegation by the Master Servicer to a Subservicer of additional duties regarding the administration of the Mortgage Loans; provided. As of the date hereof, however, that any such amendments or different forms shall be consistent with and not violate the provisions of this Servicing Agreement, and that no such amendment or different form shall be made or Master Servicer has entered into which could be reasonably expected to be materially adverse to the interests Sub-Servicing Agreement with the Sub-Servicer for the servicing and administration of the BondholdersMortgage Loans and, without with the consent of the Holders Note Insurer, may enter into additional subservicing agreements with subservicers acceptable to the Indenture Trustee and the Note Insurer for the servicing and administration of Bonds representing not less than a majority certain of the aggregate Bond Principal Balance Mortgage Loans. (b) As part of its servicing activities hereunder, the Master Servicer, for the benefit of the Bonds (for which purpose Indenture Trustee, the Class A-IO Bonds will Note Insurer and the Noteholders, shall enforce the obligations of each Subservicer under the related Subservicing Agreement. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Subservicing Agreements and the pursuit of other appropriate remedies, shall be deemed in such form and carried out to have a Bond Principal Balance equal to 5% such an extent and at such time as the Master Servicer, in its good faith business judgment, would require were it the owner of the aggregate Bond Principal Balance related Mortgage Loans. The Master Servicer shall pay the costs of such enforcement at its own expense, but shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement only to the extent, if any, that such recovery exceeds all amounts due in respect of the other Classes related Mortgage Loan or (ii) from a specific recovery of Bonds)costs, expenses or attorneys' fees against the party against whom such enforcement is directed.

Subservicing Agreements Between Master Servicer and Subservicers. Enforcement of Subservicers' Obligations. (a) The Master Servicer may continue in effect Subservicing Agreements entered into by Residential Funding and Subservicers prior to the execution and delivery of this Agreement, and may enter into new Subservicing Agreements with Subservicers Subservicers, for the servicing and administration of all or some of the Mortgage Loans and for the performance of any and all other activities of the Master Servicer hereunderLoans. Each Subservicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans comparable to the Mortgage Loansloans, and in either case shall be authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the Subservicer to perform its obligations hereunder and under the Subservicing Agreement, and in either case shall be a Freddie Mac or Mac, Fannie Mae or HUD approved xxxxxxge servixxxmortgage servicer. Xny Each Subservicer of a Mortgage Loan shxxx xx entitlxx xx rxxxive and retain, as provided in the related Subservicing Agreement entered into by and in Section 3.07, the related Subservicing Fee from payments of interest received on such Mortgage Loan after payment of all amounts required to be remitted to the Master Servicer shall include the provision in respect of such Mortgage Loan. For any Mortgage Loan that such Agreement may be immediately terminated (x) with cause and without any termination fee by any Master Servicer hereunder or (y) without cause in which case is a Nonsubserviced Mortgage Loan, the Master Servicer shall be responsible for any termination fee entitled to receive and retain an amount equal to the Subservicing Fee from payments of interest. Unless the context otherwise requires, references in this Agreement to actions taken or penalty resulting therefrom. In addition, each Subservicing Agreement shall provide for to be taken by the Master Servicer in servicing of the Mortgage Loans include actions taken or to be taken by a Subservicer on behalf of the Master Servicer. Each Subservicing Agreement will be upon such terms and conditions as are generally required by, permitted by or consistent with the terms of Program Guide and are not inconsistent with this Servicing Agreement. With the consent of the Indenture Trustee, Agreement and as the Master Servicer and the Subservicers Subservicer have agreed. With the approval of the Master Servicer, a Subservicer may delegate its servicing obligations to third-party servicers, but such Subservicer will remain obligated under the related Subservicing Agreement. The Master Servicer and a Subservicer may enter into amendments thereto or a different form of Subservicing Agreements Agreement, and make amendments the form referred to or included in the Subservicing Agreements Program Guide is merely provided for information and shall not be deemed to limit in any respect the discretion of the Master Servicer to modify or enter into different forms of Subservicing Agreements providing for, among other things, the delegation by the Master Servicer to a Subservicer of additional duties regarding the administration of the Mortgage LoansAgreements; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of either this Servicing Agreement, Agreement or the Program Guide in a manner which would materially and that no such amendment or different form shall be made or entered into which could be reasonably expected to be materially adverse to adversely affect the interests of the BondholdersCertificateholders. The Program Guide and any other Subservicing Agreement entered into between the Master Servicer and any Subservicer shall require the Subservicer to accurately and fully report its borrower credit files to each of the Credit Repositories in a timely manner. (b) As part of its servicing activities hereunder, the Master Servicer, for the benefit of the Trustee and the Certificateholders, shall use its best reasonable efforts to enforce the obligations of each Subservicer under the related Subservicing Agreement and of each Seller under the related Seller's Agreement, to the extent that the non-performance of any such obligation would have a material and adverse effect on a Mortgage Loan, including, without limitation, the consent obligation to purchase a Mortgage Loan on account of defective documentation, as described in Section 2.02, or on account of a breach of a representation or warranty, as described in Section 2.04. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Subservicing Agreements or Seller's Agreements, as appropriate, and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer would employ in its good faith business judgment and which are normal and usual in its general mortgage servicing activities. The Master Servicer shall pay the costs of such enforcement at its own expense, and shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement to the extent, if any, that such recovery exceeds all amounts due in respect of the Holders related Mortgage Loan or (ii) from a specific recovery of Bonds representing costs, expenses or attorneys fees against the party against whom such enforcement is directed. For purposes of clarification only, the parties agree that the foregoing is not less than a majority intended to, and does not, limit the ability of the aggregate Bond Principal Balance Master Servicer to be reimbursed for expenses that are incurred in connection with the enforcement of the Bonds (for which purpose the Class A-IO Bonds will be deemed a Seller's obligations and are reimbursable pursuant to have a Bond Principal Balance equal to 5% of the aggregate Bond Principal Balance of the other Classes of BondsSection 3.10(a)(vii).

Subservicing Agreements Between Master Servicer and Subservicers. Enforcement of Subservicers' Obligations. (a) The Master Servicer may continue in effect Subservicing Agreements entered into by Residential Funding and Subservicers prior to the execution and delivery of this Agreement, and may enter into new Subservicing Agreements with Subservicers Subservicers, for the servicing and administration of all or some of the Mortgage Loans and for the performance of any and all other activities of the Master Servicer hereunderLoans. Each Subservicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans comparable to the Mortgage Loansloans, and in either case shall be authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the Subservicer to perform its obligations hereunder and under the Subservicing Agreement, and in either case shall be a Freddie Mac or Mac, Fannie Mae or HUD approved xxxxxxge servixxxmortgage servicer. Xny Each Subservicer of a Mortgage Loax xxxxx be exxxxxxd xx receive and retain, as provided in the related Subservicing Agreement entered into by and in Section 3.07, the related Subservicing Fee from payments of interest received on such Mortgage Loan after payment of all amounts required to be remitted to the Master Servicer shall include the provision in respect of such Mortgage Loan. For any Mortgage Loan that such Agreement may be immediately terminated (x) with cause and without any termination fee by any Master Servicer hereunder or (y) without cause in which case is a Nonsubserviced Mortgage Loan, the Master Servicer shall be responsible for any termination fee entitled to receive and retain an amount equal to the Subservicing Fee from payments of interest. Unless the context otherwise requires, references in this Agreement to actions taken or penalty resulting therefrom. In addition, each Subservicing Agreement shall provide for to be taken by the Master Servicer in servicing of the Mortgage Loans include actions taken or to be taken by a Subservicer on behalf of the Master Servicer. Each Subservicing Agreement will be upon such terms and conditions as are generally required by, permitted by or consistent with the terms of Program Guide and are not inconsistent with this Servicing Agreement. With the consent of the Indenture Trustee, Agreement and as the Master Servicer and the Subservicers Subservicer have agreed. With the approval of the Master Servicer, a Subservicer may delegate its servicing obligations to third-party servicers, but such Subservicer will remain obligated under the related Subservicing Agreement. The Master Servicer and a Subservicer may enter into amendments thereto or a different form of Subservicing Agreements Agreement, and make amendments the form referred to or included in the Subservicing Agreements Program Guide is merely provided for information and shall not be deemed to limit in any respect the discretion of the Master Servicer to modify or enter into different forms of Subservicing Agreements providing for, among other things, the delegation by the Master Servicer to a Subservicer of additional duties regarding the administration of the Mortgage LoansAgreements; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of either this Servicing Agreement, Agreement or the Program Guide in a manner which would materially and that no such amendment or different form shall be made or entered into which could be reasonably expected to be materially adverse to adversely affect the interests of the BondholdersCertificateholders. The Program Guide and any other Subservicing Agreement entered into between the Master Servicer and any Subservicer shall require the Subservicer to accurately and fully report its borrower credit files to each of the Credit Repositories in a timely manner. (b) As part of its servicing activities hereunder, the Master Servicer, for the benefit of the Trustee and the Certificateholders, shall use its best reasonable efforts to enforce the obligations of each Subservicer under the related Subservicing Agreement and of each Seller under the related Seller's Agreement, to the extent that the non-performance of any such obligation would have a material and adverse effect on a Mortgage Loan, including, without limitation, the consent obligation to purchase a Mortgage Loan on account of defective documentation, as described in Section 2.02, or on account of a breach of a representation or warranty, as described in Section 2.04. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Subservicing Agreements or Seller's Agreements, as appropriate, and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer would employ in its good faith business judgment and which are normal and usual in its general mortgage servicing activities. The Master Servicer shall pay the costs of such enforcement at its own expense, and shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement to the extent, if any, that such recovery exceeds all amounts due in respect of the Holders related Mortgage Loan or (ii) from a specific recovery of Bonds representing costs, expenses or attorneys fees against the party against whom such enforcement is directed. For purposes of clarification only, the parties agree that the foregoing is not less than a majority intended to, and does not, limit the ability of the aggregate Bond Principal Balance Master Servicer to be reimbursed for expenses that are incurred in connection with the enforcement of the Bonds (for which purpose the Class A-IO Bonds will be deemed a Seller's obligations and are reimbursable pursuant to have a Bond Principal Balance equal to 5% of the aggregate Bond Principal Balance of the other Classes of BondsSection 3.10(a)(vii).

Subservicing Agreements Between Master Servicer and Subservicers. (a) The Master Servicer may enter into Subservicing Agreements with Subservicers for the servicing and administration of the Mortgage Loans and for the performance of any and all other activities of the Master Servicer hereunder. Each Subservicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans comparable to the Mortgage Loans, and in either case shall be authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the Subservicer to perform its obligations hereunder and under the Subservicing Agreement, and in either case shall be a Freddie Mac FHLMC or Fannie Mae FNMA approved xxxxxxge servixxxmortgage servicer. Xny Any Subservicing Agreement entered into by the Master Servicer shall include the provision that such Agreement may be immediately terminated (x) with cause and without any termination fee by any Master Servicer hereunder or (y) without cause in which case the Master Servicer shall be responsible for any termination fee or penalty resulting therefrom. In addition, each Subservicing Agreement shall provide for servicing of the Mortgage Loans consistent with the terms of this Servicing Agreement. With the consent of the Indenture Trustee, the Master Servicer and the Subservicers may enter into Subservicing Agreements and make amendments to the Subservicing Agreements or enter into different forms of Subservicing Agreements providing for, among other things, the delegation by the Master Servicer to a Subservicer of additional duties regarding the administration of the Mortgage Loans; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of this Servicing Agreement, and that no such amendment or different form shall be made or entered into which could be reasonably expected to be materially adverse to the interests of the Bondholders, without the consent of the Holders of Bonds representing not less than a majority of the aggregate Bond Principal Balance of the Bonds (for which purpose the Class A-IO Bonds will be deemed to have a Bond Principal Balance equal to 5at least 51% of the aggregate Bond Principal Balance of the Outstanding Bonds. The Master Servicer has entered into Subservicing Agreements with the Initial Subservicer for the servicing and administration of the Mortgage Loans and may enter into additional Subservicing Agreements with Subservicers acceptable to the Indenture Trustee for the servicing and administration of certain of the Mortgage Loans. (b) As part of its servicing activities hereunder, the Master Servicer, for the benefit of the Indenture Trustee and the Bondholders, shall enforce the obligations of each Subservicer under the related Subservicing Agreement. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Subservicing Agreements and the pursuit of other Classes appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer, in its good faith business judgment, would require were it the owner of Bonds)the related Mortgage Loans. The Master Servicer shall pay the costs of such enforcement at its own expense, but shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement only to the extent, if any, that such recovery exceeds all amounts due in respect of the related Mortgage Loan or (ii) from a specific recovery of costs, expenses or attorneys' fees against the party against whom such enforcement is directed.

Subservicing Agreements Between Master Servicer and Subservicers. (a) The Master Servicer may enter into Subservicing Agreements with Subservicers for the servicing and administration of the Mortgage Loans and for the performance of any and all other activities of the Master Servicer hereunder. Each Subservicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans comparable to the Mortgage Loans, and in either case shall be authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the Subservicer to perform its obligations hereunder and under the Subservicing Agreement, and in either case shall be a Freddie Mac or Fannie Mae approved xxxxxxge servixxx. Xny Subservicing Agreement entered into by the Master Servicer shall include the provision that such Agreement may be immediately terminated (x) with cause and without any termination fee by any Master Servicer hereunder or (y) without cause in which case the Master Servicer shall be responsible for any termination fee or penalty resulting therefrom. In addition, each Subservicing Agreement shall provide for servicing of the Mortgage Loans consistent with the terms of this Servicing Agreement. With the consent of the Indenture Trustee, the Master Servicer and the Subservicers may enter into Subservicing Agreements and make amendments to the Subservicing Agreements or enter into different forms of Subservicing Agreements providing for, among other things, the delegation by the Master Servicer to a Subservicer of additional duties regarding the administration of the Mortgage Loans; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of this Servicing Agreement, and that no such amendment or different form shall be made or entered into which could be reasonably expected to be materially adverse to the interests of the Bondholders, without the consent of the Holders of Bonds representing not less than a majority of the aggregate Bond Principal Balance of the Bonds (Bonds. The Master Servicer has entered into Subservicing Agreements with the Initial Subservicers for which purpose the Class A-IO Bonds will be deemed to have a Bond Principal Balance equal to 5% servicing and administration of the aggregate Bond Principal Balance Mortgage Loans and may enter into additional Subservicing Agreements with Subservicers acceptable to the Indenture Trustee for the servicing and administration of certain of the Mortgage Loans. (b) As part of its servicing activities hereunder, the Master Servicer, for the benefit of the Indenture Trustee and the Bondholders, shall enforce the obligations of each Subservicer under the related Subservicing Agreement. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Subservicing Agreements and the pursuit of other Classes appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer, in its good faith business judgment, would require were it the owner of Bonds)the related Mortgage Loans. The Master Servicer shall pay the costs of such enforcement at its own expense, but shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement only to the extent, if any, that such recovery exceeds all amounts due in respect of the related Mortgage Loan or (ii) from a specific recovery of costs, expenses or attorneys' fees against the party against whom such enforcement is directed. (c) [reserved]

Subservicing Agreements Between Master Servicer and Subservicers. (a) The Master Servicer may enter into Subservicing Agreements with Subservicers for the servicing and administration of the Mortgage Loans and for the performance of any and all other activities of the Master Servicer hereunder. Each Subservicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans comparable to the Mortgage Loans, and in either case shall be authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the Subservicer to perform its obligations hereunder and under the Subservicing Agreement, and in either case shall be a Freddie Xxxxxxx Mac or Fannie Xxxxxx Mae approved xxxxxxge servixxxmortgage servicer. Xny Any Subservicing Agreement entered into by the Master Servicer shall include the provision that such Agreement may be immediately terminated (x) with cause and without any termination fee by any Master Servicer hereunder or (y) without cause in which case the Master Servicer shall be responsible for any termination fee or penalty resulting therefrom. In addition, each Subservicing Agreement shall provide for servicing of the Mortgage Loans consistent with the terms of this Servicing Agreement. With the consent of the Indenture TrusteeTrustee and the Bond Insurer, the Master Servicer and the Subservicers may enter into Subservicing Agreements and make amendments to the Subservicing Agreements or enter into different forms of Subservicing Agreements providing for, among other things, the delegation by the Master Servicer to a Subservicer of additional duties regarding the administration of the Mortgage Loans; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of this Servicing Agreement, and that no such amendment or different form shall be made or entered into which could be reasonably expected to be materially adverse to the interests of the Bond Insurer or the Bondholders, without the consent of the Holders of Bonds representing not less than a majority of the aggregate Bond Principal Balance of the Bonds (Bonds. The Master Servicer has entered into Subservicing Agreements with the Initial Subservicers for which purpose the Class A-IO Bonds will be deemed to have a Bond Principal Balance equal to 5% servicing and administration of the aggregate Mortgage Loans and may enter into additional Subservicing Agreements with Subservicers acceptable to the Indenture Trustee and the Bond Principal Balance Insurer for the servicing and administration of certain of the Mortgage Loans. (b) As part of its servicing activities hereunder, the Master Servicer, for the benefit of the Indenture Trustee, the Bond Insurer and the Bondholders, shall enforce the obligations of each Subservicer under the related Subservicing Agreement. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Subservicing Agreements and the pursuit of other Classes appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer, in its good faith business judgment, would require were it the owner of Bonds)the related Mortgage Loans. The Master Servicer shall pay the costs of such enforcement at its own expense, but shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement only to the extent, if any, that such recovery exceeds all amounts due in respect of the related Mortgage Loan or (ii) from a specific recovery of costs, expenses or attorneys’ fees against the party against whom such enforcement is directed. (c) The Master Servicer represents that it has entered into a contract regarding the sale of sub-servicing rights with respect to the Mortgage Loans with GMAC Mortgage Corporation (“GMAC”) and shall transfer the subservicing of the Mortgage Loans from Countrywide Home Loans Servicing LP (“Countrywide”) on or about September 1, 2005.

Subservicing Agreements Between Master Servicer and Subservicers. (a) The Master Servicer may enter into Subservicing Agreements with Subservicers for the servicing and administration of the Mortgage Loans and for the performance of any and all other activities of the Master Servicer hereunder. Each Subservicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans comparable to the Mortgage Loans, and in either case shall be authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the Subservicer to perform its obligations hereunder and under the Subservicing Agreement, and in either case shall be a Freddie Mac or Fannie Mae approved xxxxxxge servixxx. Xny Subservicing Agreement entered into by the Master Servicer shall include the provision that such Agreement may be immediately terminated (x) with cause and without any termination fee by any Master Servicer hereunder or (y) without cause in which case the Master Servicer shall be responsible for any termination fee or penalty resulting therefrom. In addition, each Subservicing Agreement shall provide for servicing of the Mortgage Loans consistent with the terms of this Servicing Agreement. With the consent of the Indenture TrusteeTrustee and the Bond Insurer, the Master Servicer and the Subservicers may enter into Subservicing Agreements and make amendments to the Subservicing Agreements or enter into different forms of Subservicing Agreements providing for, among other things, the delegation by the Master Servicer to a Subservicer of additional duties regarding the administration of the Mortgage Loans; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of this Servicing Agreement, and that no such amendment or different form shall be made or entered into which could be reasonably expected to be materially adverse to the interests of the Bond Insurer or the Bondholders, without the consent of the Holders of Bonds representing not less than a majority of the aggregate Bond Principal Balance of the Bonds (Bonds. The Master Servicer has entered into Subservicing Agreements with the Initial Subservicers for which purpose the Class A-IO Bonds will be deemed to have a Bond Principal Balance equal to 5% servicing and administration of the aggregate Mortgage Loans and may enter into additional Subservicing Agreements with Subservicers acceptable to the Indenture Trustee and the Bond Principal Balance Insurer for the servicing and administration of certain of the Mortgage Loans. (b) As part of its servicing activities hereunder, the Master Servicer, for the benefit of the Indenture Trustee, the Bond Insurer and the Bondholders, shall enforce the obligations of each Subservicer under the related Subservicing Agreement. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Subservicing Agreements and the pursuit of other Classes appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer, in its good faith business judgment, would require were it the owner of Bonds)the related Mortgage Loans. The Master Servicer shall pay the costs of such enforcement at its own expense, but shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement only to the extent, if any, that such recovery exceeds all amounts due in respect of the related Mortgage Loan or (ii) from a specific recovery of costs, expenses or attorneys' fees against the party against whom such enforcement is directed. (c) The Master Servicer represents that it has entered into a contract regarding the sale of sub-servicing rights with respect to the Mortgage Loans with Countrywide Home Loans Servicing LP ("Countrywide") and shall transfer the subservicing of the Mortgage Loans from Wendover to Countrywide or an affiliate thereof on or about January 1, 2003. The Indenture Trustee and the Bond Insurer hereby consents to such transfer.

Subservicing Agreements Between Master Servicer and Subservicers. Enforcement of Subservicers' Obligations. (a) The Master Servicer may continue in effect Subservicing Agreements entered into by Residential Funding and Subservicers prior to the execution and delivery of this Agreement, and may enter into new Subservicing Agreements with Subservicers Subservicers, for the servicing and administration of all or some of the Mortgage Loans and for the performance of any and all other activities of the Master Servicer hereunderLoans. Each Subservicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans comparable to the Mortgage Loansloans, and in either case shall be authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the Subservicer to perform its obligations hereunder and under the Subservicing Agreement, and in either case shall be a Freddie Mac or Mac, Fannie Mae approved xxxxxxge servixxxor HUD approvex xxxxgage xxxxxxex. Xny Each Subservicer of a Mortgage Loan shall be entitled to receive and retain, as provided in the related Subservicing Agreement entered into by and in Section 3.07, the related Subservicing Fee from payments of interest received on such Mortgage Loan after payment of all amounts required to be remitted to the Master Servicer shall include the provision in respect of such Mortgage Loan. For any Mortgage Loan that such Agreement may be immediately terminated (x) with cause and without any termination fee by any Master Servicer hereunder or (y) without cause in which case is a Nonsubserviced Mortgage Loan, the Master Servicer shall be responsible for any termination fee entitled to receive and retain an amount equal to the Subservicing Fee from payments of interest. Unless the context otherwise requires, references in this Agreement to actions taken or penalty resulting therefrom. In addition, each Subservicing Agreement shall provide for to be taken by the Master Servicer in servicing of the Mortgage Loans include actions taken or to be taken by a Subservicer on behalf of the Master Servicer. Each Subservicing Agreement will be upon such terms and conditions as are generally required by, permitted by or consistent with the terms of Program Guide and are not inconsistent with this Servicing Agreement. With the consent of the Indenture Trustee, Agreement and as the Master Servicer and the Subservicers Subservicer have agreed. With the approval of the Master Servicer, a Subservicer may delegate its servicing obligations to third-party servicers, but such Subservicer will remain obligated under the related Subservicing Agreement. The Master Servicer and a Subservicer may enter into amendments thereto or a different form of Subservicing Agreements Agreement, and make amendments the form referred to or included in the Subservicing Agreements Program Guide is merely provided for information and shall not be deemed to limit in any respect the discretion of the Master Servicer to modify or enter into different forms of Subservicing Agreements providing for, among other things, the delegation by the Master Servicer to a Subservicer of additional duties regarding the administration of the Mortgage LoansAgreements; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of either this Servicing Agreement, Agreement or the Program Guide in a manner which would materially and that no such amendment or different form shall be made or entered into which could be reasonably expected to be materially adverse to adversely affect the interests of the BondholdersCertificateholders. The Program Guide and any other Subservicing Agreement entered into between the Master Servicer and any Subservicer shall require the Subservicer to accurately and fully report its borrower credit files to each of the Credit Repositories in a timely manner. (b) As part of its servicing activities hereunder, the Master Servicer, for the benefit of the Trustee and the Certificateholders, shall use its best reasonable efforts to enforce the obligations of each Subservicer under the related Subservicing Agreement and of each Seller under the related Seller's Agreement, to the extent that the non-performance of any such obligation would have a material and adverse effect on a Mortgage Loan, including, without limitation, the consent obligation to purchase a Mortgage Loan on account of defective documentation, as described in Section 2.02, or on account of a breach of a representation or warranty, as described in Section 2.04. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Subservicing Agreements or Seller's Agreements, as appropriate, and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer would employ in its good faith business judgment and which are normal and usual in its general mortgage servicing activities. The Master Servicer shall pay the costs of such enforcement at its own expense, and shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement to the extent, if any, that such recovery exceeds all amounts due in respect of the Holders related Mortgage Loan or (ii) from a specific recovery of Bonds representing costs, expenses or attorneys fees against the party against whom such enforcement is directed. For purposes of clarification only, the parties agree that the foregoing is not less than a majority intended to, and does not, limit the ability of the aggregate Bond Principal Balance Master Servicer to be reimbursed for expenses that are incurred in connection with the enforcement of the Bonds (for which purpose the Class A-IO Bonds will be deemed a Seller's obligations and are reimbursable pursuant to have a Bond Principal Balance equal to 5% of the aggregate Bond Principal Balance of the other Classes of BondsSection 3.10(a)(vii).

Subservicing Agreements Between Master Servicer and Subservicers. Enforcement of Subservicers' Obligations. (a) The Master Servicer may continue in effect Subservicing Agreements entered into by Residential Funding and Subservicers prior to the execution and delivery of this Agreement, and may enter into new Subservicing Agreements with Subservicers Subservicers, for the servicing and administration of all or some of the Mortgage Loans and for the performance of any and all other activities of the Master Servicer hereunderLoans. Each Subservicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans comparable to the Mortgage Loansloans, and in either case shall be authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the Subservicer to perform its obligations hereunder and under the Subservicing Agreement, and in either case shall be a Freddie Mac or Mac, Fannie Mae or HUD approved xxxxxxge servixxxmortgagx xxxxicer. Xny Xxxx Sxxxervicer of a Mortgage Loan shall be entitled to receive and retain, as provided in the related Subservicing Agreement entered into by and in Section 3.07, the related Subservicing Fee from payments of interest received on such Mortgage Loan after payment of all amounts required to be remitted to the Master Servicer shall include the provision in respect of such Mortgage Loan. For any Mortgage Loan that such Agreement may be immediately terminated (x) with cause and without any termination fee by any Master Servicer hereunder or (y) without cause in which case is a Nonsubserviced Mortgage Loan, the Master Servicer shall be responsible for any termination fee entitled to receive and retain an amount equal to the Subservicing Fee from payments of interest. Unless the context otherwise requires, references in this Agreement to actions taken or penalty resulting therefrom. In addition, each Subservicing Agreement shall provide for to be taken by the Master Servicer in servicing of the Mortgage Loans include actions taken or to be taken by a Subservicer on behalf of the Master Servicer. Each Subservicing Agreement will be upon such terms and conditions as are generally required by, permitted by or consistent with the terms of Program Guide and are not inconsistent with this Servicing Agreement. With the consent of the Indenture Trustee, Agreement and as the Master Servicer and the Subservicers Subservicer have agreed. With the approval of the Master Servicer, a Subservicer may delegate its servicing obligations to third-party servicers, but such Subservicer will remain obligated under the related Subservicing Agreement. The Master Servicer and a Subservicer may enter into amendments thereto or a different form of Subservicing Agreements Agreement, and make amendments the form referred to or included in the Subservicing Agreements Program Guide is merely provided for information and shall not be deemed to limit in any respect the discretion of the Master Servicer to modify or enter into different forms of Subservicing Agreements providing for, among other things, the delegation by the Master Servicer to a Subservicer of additional duties regarding the administration of the Mortgage LoansAgreements; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of either this Servicing Agreement, Agreement or the Program Guide in a manner which would materially and that no such amendment or different form shall be made or entered into which could be reasonably expected to be materially adverse to adversely affect the interests of the BondholdersCertificateholders. The Program Guide and any other Subservicing Agreement entered into between the Master Servicer and any Subservicer shall require the Subservicer to accurately and fully report its borrower credit files to each of the Credit Repositories in a timely manner. (b) As part of its servicing activities hereunder, the Master Servicer, for the benefit of the Trustee and the Certificateholders, shall use its best reasonable efforts to enforce the obligations of each Subservicer under the related Subservicing Agreement and of each Seller under the related Seller's Agreement, to the extent that the non-performance of any such obligation would have a material and adverse effect on a Mortgage Loan, including, without limitation, the consent obligation to purchase a Mortgage Loan on account of defective documentation, as described in Section 2.02, or on account of a breach of a representation or warranty, as described in Section 2.04. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Subservicing Agreements or Seller's Agreements, as appropriate, and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer would employ in its good faith business judgment and which are normal and usual in its general mortgage servicing activities. The Master Servicer shall pay the costs of such enforcement at its own expense, and shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement to the extent, if any, that such recovery exceeds all amounts due in respect of the Holders related Mortgage Loan or (ii) from a specific recovery of Bonds representing costs, expenses or attorneys fees against the party against whom such enforcement is directed. For purposes of clarification only, the parties agree that the foregoing is not less than a majority intended to, and does not, limit the ability of the aggregate Bond Principal Balance Master Servicer to be reimbursed for expenses that are incurred in connection with the enforcement of the Bonds (for which purpose the Class A-IO Bonds will be deemed a Seller's obligations and are reimbursable pursuant to have a Bond Principal Balance equal to 5% of the aggregate Bond Principal Balance of the other Classes of BondsSection 3.10(a)(vii).

Subservicing Agreements Between Master Servicer and Subservicers. (a) The Master Servicer may enter into Subservicing Agreements with Subservicers for the servicing and administration of the Mortgage Loans and for the performance of any and all other activities of the Master Servicer hereunder. Each Subservicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans comparable to the Mortgage Loans, and in either case shall be authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the Subservicer to perform its obligations hereunder and under the Subservicing Agreement, and in either case shall be a Freddie Xxxxxxx Mac or Fannie Xxxxxx Mae approved xxxxxxge servixxxmortgage servicer. Xny Any Subservicing Agreement entered into by the Master Servicer shall include the provision that such Agreement may be immediately terminated (x) with cause and without any termination fee by any Master Servicer hereunder or (y) without cause in which case the Master Servicer shall be responsible for any termination fee or penalty resulting therefrom. In addition, each Subservicing Agreement shall provide for servicing of the Mortgage Loans consistent with the terms of this Servicing Agreement. With the consent of the Indenture TrusteeTrustee and the Bond Insurer, the Master Servicer and the Subservicers may enter into Subservicing Agreements and make amendments to the Subservicing Agreements or enter into different forms of Subservicing Agreements providing for, among other things, the delegation by the Master Servicer to a Subservicer of additional duties regarding the administration of the Mortgage Loans; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of this Servicing Agreement, and that no such amendment or different form shall be made or entered into which could be reasonably expected to be materially adverse to the interests of the Bond Insurer or the Bondholders, without the consent of the Holders of Bonds representing not less than a majority of the aggregate Bond Principal Balance of the Bonds (Bonds. The Master Servicer has entered into Subservicing Agreements with the Initial Subservicers for which purpose the Class A-IO Bonds will be deemed to have a Bond Principal Balance equal to 5% servicing and administration of the aggregate Mortgage Loans and may enter into additional Subservicing Agreements with Subservicers acceptable to the Indenture Trustee and the Bond Principal Balance Insurer for the servicing and administration of certain of the Mortgage Loans. (b) As part of its servicing activities hereunder, the Master Servicer, for the benefit of the Indenture Trustee, the Bond Insurer and the Bondholders, shall enforce the obligations of each Subservicer under the related Subservicing Agreement. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Subservicing Agreements and the pursuit of other Classes appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer, in its good faith business judgment, would require were it the owner of Bonds)the related Mortgage Loans. The Master Servicer shall pay the costs of such enforcement at its own expense, but shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement only to the extent, if any, that such recovery exceeds all amounts due in respect of the related Mortgage Loan or (ii) from a specific recovery of costs, expenses or attorneys' fees against the party against whom such enforcement is directed. (c) The Master Servicer represents that it has entered into a contract regarding the sale of sub-servicing rights with respect to the fixed-rate first lien Group 1 Loans and Group 2 Loans with GMAC Mortgage Corporation ("GMAC") and, with respect to all other Mortgage Loans, with Countrywide Home Loans Servicing LP ("Countrywide") such that sub subservicing of the Mortgage Loans will commence on or about February 1, 2005.

Subservicing Agreements Between Master Servicer and Subservicers. (aa)(a) The Master Servicer may enter into Subservicing Agreements with Subservicers for the servicing and administration of the Mortgage Loans and for the performance of any and all other activities of the Master Servicer hereunder. Each Subservicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans comparable to the Mortgage Loans, and in either case shall be authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the Subservicer to perform its obligations hereunder and under the Subservicing Agreement, and in either case shall be a Freddie Xxxxxxx Mac or Fannie Xxxxxx Mae approved xxxxxxge servixxxmortgage servicer. Xny Any Subservicing Agreement entered into by the Master Servicer shall include the provision that such Agreement may be immediately terminated (x) with cause and without any termination fee by any Master Servicer hereunder or (y) without cause in which case the Master Servicer shall be responsible for any termination fee or penalty resulting therefrom. In addition, each Subservicing Agreement shall provide for servicing of the Mortgage Loans consistent with the terms of this Servicing Agreement. With the consent of the Indenture Trustee, the Master Servicer and the Subservicers may enter into Subservicing Agreements and make amendments to the Subservicing Agreements or enter into different forms of Subservicing Agreements providing for, among other things, the delegation by the Master Servicer to a Subservicer of additional duties regarding the administration of the Mortgage Loans; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of this Servicing Agreement, and that no such amendment or different form shall be made or entered into which could be reasonably expected to be materially adverse to the interests of the Bondholders, without the consent of the Holders of Bonds representing not less than a majority of the aggregate Bond Principal Balance of the Bonds (Bonds. The Master Servicer has entered into Subservicing Agreements with the Initial Subservicers for which purpose the Class A-IO Bonds will be deemed to have a Bond Principal Balance equal to 5% servicing and administration of the aggregate Bond Principal Balance Mortgage Loans and may enter into additional Subservicing Agreements with Subservicers acceptable to the Indenture Trustee for the servicing and administration of certain of the other Classes of Bonds)Mortgage Loans.

Subservicing Agreements Between Master Servicer and Subservicers. (a) The Master Servicer may enter into Subservicing Agreements with Subservicers for the servicing and administration of the Mortgage Loans and for the performance of any and all other activities of the Master Servicer hereunder. Each Subservicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans comparable to the Mortgage Loans, and in either case shall be authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the Subservicer to perform its obligations hereunder and under the Subservicing Agreement, and in either case shall be a Freddie Mac or Fannie Mae approved xxxxxxge servixxxxxxxxxxe servicxx. Xny Xxy Subservicing Agreement entered into by the Master Servicer shall include the provision that such Agreement may be immediately terminated (x) with cause and without any termination fee by any Master Servicer hereunder or (y) without cause in which case the Master Servicer shall be responsible for any termination fee or penalty resulting therefrom. In addition, each Subservicing Agreement shall provide for servicing of the Mortgage Loans consistent with the terms of this Servicing Agreement. With the consent of the Indenture Trustee, the Master Servicer and the Subservicers may enter into Subservicing Agreements and make amendments to the Subservicing Agreements or enter into different forms of Subservicing Agreements providing for, among other things, the delegation by the Master Servicer to a Subservicer of additional duties regarding the administration of the Mortgage Loans; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of this Servicing Agreement, and that no such amendment or different form shall be made or entered into which could be reasonably expected to be materially adverse to the interests of the Bondholders, without the consent of the Holders of Bonds representing not less than a majority of the aggregate Bond Principal Balance of the Bonds (Bonds. The Master Servicer has entered into Subservicing Agreements with the Initial Subservicers for which purpose the Class A-IO Bonds will be deemed to have a Bond Principal Balance equal to 5% servicing and administration of the aggregate Bond Principal Balance Mortgage Loans and may enter into additional Subservicing Agreements with Subservicers acceptable to the Indenture Trustee for the servicing and administration of certain of the Mortgage Loans. (b) As part of its servicing activities hereunder, the Master Servicer, for the benefit of the Indenture Trustee and the Bondholders, shall enforce the obligations of each Subservicer under the related Subservicing Agreement. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Subservicing Agreements and the pursuit of other Classes appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer, in its good faith business judgment, would require were it the owner of Bonds)the related Mortgage Loans. The Master Servicer shall pay the costs of such enforcement at its own expense, but shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement only to the extent, if any, that such recovery exceeds all amounts due in respect of the related Mortgage Loan or (ii) from a specific recovery of costs, expenses or attorneys' fees against the party against whom such enforcement is directed. (c) [reserved]

Subservicing Agreements Between Master Servicer and Subservicers. (a) The Master Servicer may enter into Subservicing Agreements with Subservicers for the servicing and administration of the Mortgage Loans and for the performance of any and all other activities of the Master Servicer hereunder. Each Subservicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans comparable to the Mortgage Loans, and in either case shall be authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the Subservicer to perform its obligations hereunder and under the Subservicing Agreement, and in either case shall be a Freddie Mac FHLMC or Fannie Mae FNMA approved xxxxxxge servixxxmortgage servicer. Xny Any Subservicing Agreement entered into by the Master Servicer shall include the provision that such Agreement may be immediately terminated (x) with cause and without any termination fee by any Master Servicer hereunder or (y) without cause in which case the Master Servicer shall be responsible for any termination fee or penalty resulting therefrom. In addition, each Subservicing Agreement shall provide for servicing of the Mortgage Loans consistent with the terms of this Servicing Agreement. With the consent of the Indenture Trustee, the Master Servicer and the Subservicers may enter into Subservicing Agreements and make amendments to the Subservicing Agreements or enter into different forms of Subservicing Agreements providing for, among other things, the delegation by the Master Servicer to a Subservicer of additional duties regarding the administration of the Mortgage Loans; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of this Servicing Agreement, and that no such amendment or different form shall be made or entered into which could be reasonably expected to be materially adverse to the interests of the BondholdersNoteholders, without the consent of the Holders of Bonds representing not less than a majority at least 51% of the aggregate Bond Note Principal Balance of the Bonds (Outstanding Notes. The Master Servicer has entered into Subservicing Agreements with the Initial Subservicer for which purpose the Class A-IO Bonds will be deemed to have a Bond Principal Balance equal to 5% servicing and administration of the aggregate Bond Principal Balance Mortgage Loans and may enter into additional Subservicing Agreements with Subservicers acceptable to the Indenture Trustee for the servicing and administration of certain of the Mortgage Loans. (b) As part of its servicing activities hereunder, the Master Servicer, for the benefit of the Indenture Trustee and the Noteholders, shall enforce the obligations of each Subservicer under the related Subservicing Agreement. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Subservicing Agreements and the pursuit of other Classes appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer, in its good faith business judgment, would require were it the owner of Bonds)the related Mortgage Loans. The Master Servicer shall pay the costs of such enforcement at its own expense, but shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement only to the extent, if any, that such recovery exceeds all amounts due in respect of the related Mortgage Loan or (ii) from a specific recovery of costs, expenses or attorneys' fees against the party against whom such enforcement is directed.

Subservicing Agreements Between Master Servicer and Subservicers. Enforcement of Subservicers' Obligations. (a) The Master Servicer may continue in effect Subservicing Agreements entered into by Residential Funding and Subservicers prior to the execution and delivery of this Agreement, and may enter into new Subservicing Agreements with Subservicers Subservicers, for the servicing and administration of all or some of the Mortgage Loans and for the performance of any and all other activities of the Master Servicer hereunderLoans. Each Subservicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans comparable to the Mortgage Loansloans, and in either case shall be authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the Subservicer to perform its obligations hereunder and under the Subservicing Agreement, and in either case shall be a Freddie Mac or Mac, Fannie Mae or HUD approved xxxxxxge servixxxmortgage servicer. Xny Each Subservicer xx x Mortgage Xxxx shall be entitled to receive and retain, as provided in the related Subservicing Agreement entered into by and in Section 3.07, the related Subservicing Fee from payments of interest received on such Mortgage Loan after payment of all amounts required to be remitted to the Master Servicer shall include the provision in respect of such Mortgage Loan. For any Mortgage Loan that such Agreement may be immediately terminated (x) with cause and without any termination fee by any Master Servicer hereunder or (y) without cause in which case is a Nonsubserviced Mortgage Loan, the Master Servicer shall be responsible for any termination fee entitled to receive and retain an amount equal to the Subservicing Fee from payments of interest. Unless the context otherwise requires, references in this Agreement to actions taken or penalty resulting therefrom. In addition, each Subservicing Agreement shall provide for to be taken by the Master Servicer in servicing of the Mortgage Loans include actions taken or to be taken by a Subservicer on behalf of the Master Servicer. Each Subservicing Agreement will be upon such terms and conditions as are generally required by, permitted by or consistent with the terms of Program Guide and are not inconsistent with this Servicing Agreement. With the consent of the Indenture Trustee, Agreement and as the Master Servicer and the Subservicers Subservicer have agreed. With the approval of the Master Servicer, a Subservicer may delegate its servicing obligations to third-party servicers, but such Subservicer will remain obligated under the related Subservicing Agreement. The Master Servicer and a Subservicer may enter into amendments thereto or a different form of Subservicing Agreements Agreement, and make amendments the form referred to or included in the Subservicing Agreements Program Guide is merely provided for information and shall not be deemed to limit in any respect the discretion of the Master Servicer to modify or enter into different forms of Subservicing Agreements providing for, among other things, the delegation by the Master Servicer to a Subservicer of additional duties regarding the administration of the Mortgage LoansAgreements; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of either this Servicing Agreement, Agreement or the Program Guide in a manner which would materially and that no such amendment or different form shall be made or entered into which could be reasonably expected to be materially adverse to adversely affect the interests of the BondholdersCertificateholders. The Program Guide and any other Subservicing Agreement entered into between the Master Servicer and any Subservicer shall require the Subservicer to accurately and fully report its borrower credit files to each of the Credit Repositories in a timely manner. (b) As part of its servicing activities hereunder, the Master Servicer, for the benefit of the Trustee and the Certificateholders, shall use its best reasonable efforts to enforce the obligations of each Subservicer under the related Subservicing Agreement and of each Seller under the related Seller's Agreement, to the extent that the non-performance of any such obligation would have a material and adverse effect on a Mortgage Loan, including, without limitation, the consent obligation to purchase a Mortgage Loan on account of defective documentation, as described in Section 2.02, or on account of a breach of a representation or warranty, as described in Section 2.04. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Subservicing Agreements or Seller's Agreements, as appropriate, and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer would employ in its good faith business judgment and which are normal and usual in its general mortgage servicing activities. The Master Servicer shall pay the costs of such enforcement at its own expense, and shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement to the extent, if any, that such recovery exceeds all amounts due in respect of the Holders related Mortgage Loan or (ii) from a specific recovery of Bonds representing costs, expenses or attorneys fees against the party against whom such enforcement is directed. For purposes of clarification only, the parties agree that the foregoing is not less than a majority intended to, and does not, limit the ability of the aggregate Bond Principal Balance Master Servicer to be reimbursed for expenses that are incurred in connection with the enforcement of the Bonds (for which purpose the Class A-IO Bonds will be deemed a Seller's obligations and are reimbursable pursuant to have a Bond Principal Balance equal to 5% of the aggregate Bond Principal Balance of the other Classes of BondsSection 3.10(a)(vii).

Subservicing Agreements Between Master Servicer and Subservicers. (a) The Master Servicer may enter into Subservicing Agreements with Subservicers for the servicing and administration of the Mortgage Loans and for the performance of any and all other activities of the Master Servicer hereunder. Each Subservicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans comparable to the Mortgage Loans, and in either case shall be authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the Subservicer to perform its obligations hereunder and under the Subservicing Agreement, and in either case shall be a Freddie Mac or Fannie Mae approved xxxxxxge servixxx. Xny Subservicing Agreement entered into by the Master Servicer shall include the provision that such Agreement may be immediately terminated (x) with cause and without any termination fee by any Master Servicer hereunder or (y) without cause in which case the Master Servicer shall be responsible for any termination fee or penalty resulting therefrom. In addition, each Subservicing Agreement shall provide for servicing of the Mortgage Loans consistent with the terms of this Servicing Agreement. With the consent of the Indenture Trustee, the Master Servicer and the Subservicers may enter into Subservicing Agreements and make amendments to the Subservicing Agreements or enter into different forms of Subservicing Agreements providing for, among other things, the delegation by the Master Servicer to a Subservicer of additional duties regarding the administration of the Mortgage Loans; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of this Servicing Agreement, and that no such amendment or different form shall be made or entered into which could be reasonably expected to be materially adverse to the interests of the Bondholders, without the consent of the Holders of Bonds representing not less than a majority of the aggregate Bond Principal Balance of the Bonds (Bonds. The Master Servicer has entered into Subservicing Agreements with the Initial Subservicers for which purpose the Class A-IO Bonds will be deemed to have a Bond Principal Balance equal to 5% servicing and administration of the aggregate Bond Principal Balance Mortgage Loans and may enter into additional Subservicing Agreements with Subservicers acceptable to the Indenture Trustee for the servicing and administration of certain of the Mortgage Loans. (b) As part of its servicing activities hereunder, the Master Servicer, for the benefit of the Indenture Trustee and the Bondholders, shall enforce the obligations of each Subservicer under the related Subservicing Agreement. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Subservicing Agreements and the pursuit of other Classes appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer, in its good faith business judgment, would require were it the owner of Bonds)the related Mortgage Loans. The Master Servicer shall pay the costs of such enforcement at its own expense, but shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement only to the extent, if any, that such recovery exceeds all amounts due in respect of the related Mortgage Loan or (ii) from a specific recovery of costs, expenses or attorneys' fees against the party against whom such enforcement is directed. (c) [reserved].

Subservicing Agreements Between Master Servicer and Subservicers. (a) The Master Servicer may enter into Subservicing Agreements with Subservicers for the servicing and administration of the Mortgage Loans and for the performance of any and all other activities of the Master Servicer hereunder. Each Subservicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans comparable to the Mortgage Loans, and in either case shall be authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the Subservicer to perform its obligations hereunder and under the Subservicing Agreement, and in either case shall be a Freddie Mac or Fannie Mae approved xxxxxxge servixxx. Xny Subservicing Agreement entered into by the Master Servicer shall include the provision that such Agreement may be immediately terminated (x) with cause and without any termination fee by any Master Servicer hereunder or (y) without cause in which case the Master Servicer shall be responsible for any termination fee or penalty resulting therefrom. In addition, each Subservicing Agreement shall provide for servicing of the Mortgage Loans consistent with the terms of this Servicing Agreement. With the consent of the Indenture Trustee, the Master Servicer and the Subservicers may enter into Subservicing Agreements and make amendments to the Subservicing Agreements or enter into different forms of Subservicing Agreements providing for, among other things, the delegation by the Master Servicer to a Subservicer of additional duties regarding the administration of the Mortgage Loans; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of this Servicing Agreement, and that no such amendment or different form shall be made or entered into which could be reasonably expected to be materially adverse to the interests of the Bondholders, without the consent of the Holders of Bonds representing not less than a majority of the aggregate Bond Principal Balance of the Bonds (Bonds. The Master Servicer has entered into Subservicing Agreements with the Initial Subservicers for which purpose the Class A-IO Bonds will be deemed to have a Bond Principal Balance equal to 5% servicing and administration of the aggregate Bond Principal Balance Mortgage Loans and may enter into additional Subservicing Agreements with Subservicers acceptable to the Indenture Trustee for the servicing and administration of certain of the Mortgage Loans. (b) As part of its servicing activities hereunder, the Master Servicer, for the benefit of the Indenture Trustee and the Bondholders, shall enforce the obligations of each Subservicer under the related Subservicing Agreement. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Subservicing Agreements and the pursuit of other Classes appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer, in its good faith business judgment, would require were it the owner of Bonds)the related Mortgage Loans. The Master Servicer shall pay the costs of such enforcement at its own expense, but shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement only to the extent, if any, that such recovery exceeds all amounts due in respect of the related Mortgage Loan or (ii) from a specific recovery of costs, expenses or attorneys' fees against the party against whom such enforcement is directed. (c) The Master Servicer represents that it has entered into a contract regarding the sale of sub-servicing rights with respect to the Group 1 Loans with Countrywide Home Loans Servicing LP ("Countrywide") and shall transfer the subservicing of the Mortgage Loans from Wendover to Countrywide or an affiliate thereof on or about January 1, 2004. The Indenture Trustee hereby consents to such transfer with respect to the Group 1 Loans. The Master Servicer represents that it has entered into a subservicing agreement with respect to the Group 2 Loans with Midland Loan Services, Inc.

Subservicing Agreements Between Master Servicer and Subservicers. (a) The Master Servicer may enter into Subservicing Agreements with Subservicers for the servicing and administration of the Mortgage Loans and for the performance of any and all other activities of the Master Servicer hereunder. Each Subservicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans comparable to the Mortgage Loans, and in either case shall be authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the Subservicer to perform its obligations hereunder and under the related Subservicing Agreement, and in either case shall be a Freddie Xxxxxxx Mac or Fannie Xxxxxx Mae approved xxxxxxge servixxxmortgage servicer. Xny Any Subservicing Agreement entered into by the Master Servicer shall include the provision that such Agreement may be immediately terminated (x) with or without cause and without the payment of any termination fee by any successor Master Servicer hereunder or (yincluding, without limitation, the Indenture Trustee as successor Master Servicer) without cause in which case the Master Servicer shall be responsible for any termination fee or penalty resulting therefromunder this Servicing Agreement. In addition, each Subservicing Agreement shall provide for servicing of the Mortgage Loans consistent with the terms of this Servicing Agreement. With the consent of the Indenture Trustee, the The Master Servicer and the Subservicers may enter into Subservicing Agreements and make amendments to the Subservicing Agreements or enter into different forms of Subservicing Agreements providing for, among other things, the delegation by the Master Servicer to a Subservicer of additional duties regarding the administration of the Mortgage Loans; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of this Servicing Agreement, and that no such amendment or different form shall be made or entered into which could be reasonably expected to be materially adverse to the interests of the BondholdersNoteholders, without the consent of the Holders of Bonds Notes representing not less than a majority of the aggregate Bond Note Principal Balance of the Bonds (for which purpose the each Class A-IO Bonds will be deemed to have a Bond Principal Balance equal to 5% of the aggregate Bond Principal Balance Notes affected thereby. (b) As part of its servicing activities hereunder, the Master Servicer, for the benefit of the Indenture Trustee and the Noteholders, shall enforce the obligations of each Subservicer under the related Subservicing Agreement. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Subservicing Agreements and the pursuit of other Classes appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer, in its good faith business judgment, would require were it the owner of Bonds)the related Mortgage Loans. The Master Servicer shall pay the costs of such enforcement at its own expense, but shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement only to the extent, if any, that such recovery exceeds all amounts due in respect of the related Mortgage Loan or (ii) from a specific recovery of costs, expenses or attorneys' fees against the party against whom such enforcement is directed.

Subservicing Agreements Between Master Servicer and Subservicers. (a) The Master Servicer may enter into Subservicing Agreements with Subservicers for the servicing and administration of the Mortgage Loans and for the performance of any and all other activities of the Master Servicer hereunder. Each Subservicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans comparable to the Mortgage Loans, and in either case shall be authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the Subservicer to perform its obligations hereunder and under the Subservicing Agreement, and in either case shall be a Freddie Mac or Fannie Mae approved xxxxxxge servixxxmortgage servicer. Xny Subservicing Agreement entered Any Subserxxxxxx Agreemenx xxxxred into by the Master Servicer shall include the provision that such Agreement may be immediately terminated (x) with cause and without any termination fee by any Master Servicer hereunder or (y) without cause in which case the Master Servicer shall be responsible for any termination fee or penalty resulting therefrom. In addition, each Subservicing Agreement shall provide for servicing of the Mortgage Loans consistent with the terms of this Servicing Agreement. With the consent of the Indenture Trustee, the Master Servicer and the Subservicers may enter into Subservicing Agreements and make amendments to the Subservicing Agreements or enter into different forms of Subservicing Agreements providing for, among other things, the delegation by the Master Servicer to a Subservicer of additional duties regarding the administration of the Mortgage Loans; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of this Servicing Agreement, and that no such amendment or different form shall be made or entered into which could be reasonably expected to be materially adverse to the interests of the Bondholders, without the consent of the Holders of Bonds representing not less than a majority of the aggregate Bond Principal Balance of the Bonds (Bonds. The Master Servicer has entered into Subservicing Agreements with the Initial Subservicers for which purpose the Class A-IO Bonds will be deemed to have a Bond Principal Balance equal to 5% servicing and administration of the aggregate Bond Principal Balance Mortgage Loans and may enter into additional Subservicing Agreements with Subservicers acceptable to the Indenture Trustee for the servicing and administration of certain of the Mortgage Loans. (b) As part of its servicing activities hereunder, the Master Servicer, for the benefit of the Indenture Trustee, the Bond Insurer and the Bondholders, shall enforce the obligations of each Subservicer under the related Subservicing Agreement. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Subservicing Agreements and the pursuit of other Classes appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer, in its good faith business judgment, would require were it the owner of Bonds)the related Mortgage Loans. The Master Servicer shall pay the costs of such enforcement at its own expense, but shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement only to the extent, if any, that such recovery exceeds all amounts due in respect of the related Mortgage Loan or (ii) from a specific recovery of costs, expenses or attorneys' fees against the party against whom such enforcement is directed. (c) [reserved].

Subservicing Agreements Between Master Servicer and Subservicers. (a) The Master Servicer may enter into Subservicing Agreements with Subservicers for the servicing and administration of the Mortgage Loans and for the performance of any and all other activities of the Master Servicer hereunder. Each Subservicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans comparable to the Mortgage Loans, and in either case shall be authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the Subservicer to perform its obligations hereunder and under the Subservicing Agreement, and in either case shall be a Freddie Mac or Fannie Mae approved xxxxxxge servixxxmortgage servicer. Xny Subservicing Agreement entered into Any Subservicinx Xxxxxment entxxxx xnto by the Master Servicer shall include the provision that such Agreement may be immediately terminated (x) with cause and without any termination fee by any Master Servicer hereunder or (y) without cause in which case the Master Servicer shall be responsible for any termination fee or penalty resulting therefrom. In addition, each Subservicing Agreement shall provide for servicing of the Mortgage Loans consistent with the terms of this Servicing Agreement. With the consent of the Indenture Trustee, the Master Servicer and the Subservicers may enter into Subservicing Agreements and make amendments to the Subservicing Agreements or enter into different forms of Subservicing Agreements providing for, among other things, the delegation by the Master Servicer to a Subservicer of additional duties regarding the administration of the Mortgage Loans; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of this Servicing Agreement, and that no such amendment or different form shall be made or entered into which could be reasonably expected to be materially adverse to the interests of the Bondholders, without the consent of the Holders of Bonds representing not less than a majority of the aggregate Bond Principal Balance of the Bonds (Bonds. The Master Servicer has entered into Subservicing Agreements with the Initial Subservicers for which purpose the Class A-IO Bonds will be deemed to have a Bond Principal Balance equal to 5% servicing and administration of the aggregate Bond Principal Balance Mortgage Loans and may enter into additional Subservicing Agreements with Subservicers acceptable to the Indenture Trustee for the servicing and administration of certain of the Mortgage Loans. (b) As part of its servicing activities hereunder, the Master Servicer, for the benefit of the Indenture Trustee and the Bondholders, shall enforce the obligations of each Subservicer under the related Subservicing Agreement. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Subservicing Agreements and the pursuit of other Classes appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer, in its good faith business judgment, would require were it the owner of Bonds)the related Mortgage Loans. The Master Servicer shall pay the costs of such enforcement at its own expense, but shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement only to the extent, if any, that such recovery exceeds all amounts due in respect of the related Mortgage Loan or (ii) from a specific recovery of costs, expenses or attorneys' fees against the party against whom such enforcement is directed. (c) The Master Servicer represents that it has entered into a contract regarding the sale of sub-servicing rights with respect to the Mortgage Loans with GMAC Mortgage Corporation ("GMAC") and shall transfer the subservicing of the Mortgage Loans from Countrywide to GMAC on or about March 1, 2004. The Indenture Trustee hereby consents to such transfer with respect to the Mortgage Loans.

Subservicing Agreements Between Master Servicer and Subservicers. Enforcement of Subservicers' Obligations. (a) The Master Servicer may continue in effect Subservicing Agreements entered into by Residential Funding and Subservicers prior to the execution and delivery of this Agreement, and may enter into new Subservicing Agreements with Subservicers Subservicers, for the servicing and administration of all or some of the Mortgage Loans and for the performance of any and all other activities of the Master Servicer hereunderLoans. Each Subservicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans comparable to the Mortgage Loansloans, and in either case shall be authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the Subservicer to perform its obligations hereunder and under the Subservicing Agreement, and in either case shall be a Freddie Mac or Mac, Fannie Mae or HUD approved xxxxxxge servixxxmortgage servicer. Xny Each Subservicer of a Mortgage Loan xxxxx be entxxxxx tx xeceive and retain, as provided in the related Subservicing Agreement entered into by and in Section 3.07, the related Subservicing Fee from payments of interest received on such Mortgage Loan after payment of all amounts required to be remitted to the Master Servicer shall include the provision in respect of such Mortgage Loan. For any Mortgage Loan that such Agreement may be immediately terminated (x) with cause and without any termination fee by any Master Servicer hereunder or (y) without cause in which case is a Nonsubserviced Mortgage Loan, the Master Servicer shall be responsible for any termination fee entitled to receive and retain an amount equal to the Subservicing Fee from payments of interest. Unless the context otherwise requires, references in this Agreement to actions taken or penalty resulting therefrom. In addition, each Subservicing Agreement shall provide for to be taken by the Master Servicer in servicing of the Mortgage Loans include actions taken or to be taken by a Subservicer on behalf of the Master Servicer. Each Subservicing Agreement will be upon such terms and conditions as are generally required by, permitted by or consistent with the terms of Program Guide and are not inconsistent with this Servicing Agreement. With the consent of the Indenture Trustee, Agreement and as the Master Servicer and the Subservicers Subservicer have agreed. With the approval of the Master Servicer, a Subservicer may delegate its servicing obligations to third-party servicers, but such Subservicer will remain obligated under the related Subservicing Agreement. The Master Servicer and a Subservicer may enter into amendments thereto or a different form of Subservicing Agreements Agreement, and make amendments the form referred to or included in the Subservicing Agreements Program Guide is merely provided for information and shall not be deemed to limit in any respect the discretion of the Master Servicer to modify or enter into different forms of Subservicing Agreements providing for, among other things, the delegation by the Master Servicer to a Subservicer of additional duties regarding the administration of the Mortgage LoansAgreements; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of either this Servicing Agreement, Agreement or the Program Guide in a manner which would materially and that no such amendment or different form shall be made or entered into which could be reasonably expected to be materially adverse to adversely affect the interests of the BondholdersCertificateholders. The Program Guide and any other Subservicing Agreement entered into between the Master Servicer and any Subservicer shall require the Subservicer to accurately and fully report its borrower credit files to each of the Credit Repositories in a timely manner. (b) As part of its servicing activities hereunder, the Master Servicer, for the benefit of the Trustee and the Certificateholders, shall use its best reasonable efforts to enforce the obligations of each Subservicer under the related Subservicing Agreement and of each Seller under the related Seller's Agreement, to the extent that the non-performance of any such obligation would have a material and adverse effect on a Mortgage Loan, including, without limitation, the consent obligation to purchase a Mortgage Loan on account of defective documentation, as described in Section 2.02, or on account of a breach of a representation or warranty, as described in Section 2.04. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Subservicing Agreements or Seller's Agreements, as appropriate, and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer would employ in its good faith business judgment and which are normal and usual in its general mortgage servicing activities. The Master Servicer shall pay the costs of such enforcement at its own expense, and shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement to the extent, if any, that such recovery exceeds all amounts due in respect of the Holders related Mortgage Loan or (ii) from a specific recovery of Bonds representing costs, expenses or attorneys fees against the party against whom such enforcement is directed. For purposes of clarification only, the parties agree that the foregoing is not less than a majority intended to, and does not, limit the ability of the aggregate Bond Principal Balance Master Servicer to be reimbursed for expenses that are incurred in connection with the enforcement of the Bonds (for which purpose the Class A-IO Bonds will be deemed a Seller's obligations and are reimbursable pursuant to have a Bond Principal Balance equal to 5% of the aggregate Bond Principal Balance of the other Classes of BondsSection 3.10(a)(vii).

Subservicing Agreements Between Master Servicer and Subservicers. Enforcement of Subservicers' Obligations. (a) The Master Servicer may continue in effect Subservicing Agreements entered into by Residential Funding and Subservicers prior to the execution and delivery of this Agreement, and may enter into new Subservicing Agreements with Subservicers Subservicers, for the servicing and administration of all or some of the Mortgage Loans and for the performance of any and all other activities of the Master Servicer hereunderLoans. Each Subservicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans comparable to the Mortgage Loansloans, and in either case shall be authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the Subservicer to perform its obligations hereunder and under the Subservicing Agreement, and in either case shall be a Freddie Mac Xxxxxxx Mac, Xxxxxx Xxx or Fannie Mae HUD approved xxxxxxge servixxxmortgage servicer. Xny Each Subservicer of a Mortgage Loan shall be entitled to receive and retain, as provided in the related Subservicing Agreement entered into by and in Section 3.07, the related Subservicing Fee from payments of interest received on such Mortgage Loan after payment of all amounts required to be remitted to the Master Servicer shall include the provision in respect of such Mortgage Loan. For any Mortgage Loan that such Agreement may be immediately terminated (x) with cause and without any termination fee by any Master Servicer hereunder or (y) without cause in which case is a Nonsubserviced Mortgage Loan, the Master Servicer shall be responsible for any termination fee entitled to receive and retain an amount equal to the Subservicing Fee from payments of interest. Unless the context otherwise requires, references in this Agreement to actions taken or penalty resulting therefrom. In addition, each Subservicing Agreement shall provide for to be taken by the Master Servicer in servicing of the Mortgage Loans include actions taken or to be taken by a Subservicer on behalf of the Master Servicer. Each Subservicing Agreement will be upon such terms and conditions as are generally required by, permitted by or consistent with the terms of Program Guide and are not inconsistent with this Servicing Agreement. With the consent of the Indenture Trustee, Agreement and as the Master Servicer and the Subservicers Subservicer have agreed. With the approval of the Master Servicer, a Subservicer may delegate its servicing obligations to third-party servicers, but such Subservicer will remain obligated under the related Subservicing Agreement. The Master Servicer and a Subservicer may enter into amendments thereto or a different form of Subservicing Agreements Agreement, and make amendments the form referred to or included in the Subservicing Agreements Program Guide is merely provided for information and shall not be deemed to limit in any respect the discretion of the Master Servicer to modify or enter into different forms of Subservicing Agreements providing for, among other things, the delegation by the Master Servicer to a Subservicer of additional duties regarding the administration of the Mortgage LoansAgreements; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of either this Servicing Agreement, Agreement or the Program Guide in a manner which would materially and that no such amendment or different form shall be made or entered into which could be reasonably expected to be materially adverse to adversely affect the interests of the BondholdersCertificateholders. The Program Guide and any other Subservicing Agreement entered into between the Master Servicer and any Subservicer shall require the Subservicer to accurately and fully report its borrower credit files to each of the Credit Repositories in a timely manner. (b) As part of its servicing activities hereunder, the Master Servicer, for the benefit of the Trustee and the Certificateholders, shall use its best reasonable efforts to enforce the obligations of each Subservicer under the related Subservicing Agreement and of each Seller under the related Seller's Agreement, to the extent that the non-performance of any such obligation would have a material and adverse effect on a Mortgage Loan, including, without limitation, the consent obligation to purchase a Mortgage Loan on account of defective documentation, as described in Section 2.02, or on account of a breach of a representation or warranty, as described in Section 2.04. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Subservicing Agreements or Seller's Agreements, as appropriate, and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer would employ in its good faith business judgment and which are normal and usual in its general mortgage servicing activities. The Master Servicer shall pay the costs of such enforcement at its own expense, and shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement to the extent, if any, that such recovery exceeds all amounts due in respect of the Holders related Mortgage Loan or (ii) from a specific recovery of Bonds representing costs, expenses or attorneys fees against the party against whom such enforcement is directed. For purposes of clarification only, the parties agree that the foregoing is not less than a majority intended to, and does not, limit the ability of the aggregate Bond Principal Balance Master Servicer to be reimbursed for expenses that are incurred in connection with the enforcement of the Bonds (for which purpose the Class A-IO Bonds will be deemed a Seller's obligations and are reimbursable pursuant to have a Bond Principal Balance equal to 5% of the aggregate Bond Principal Balance of the other Classes of BondsSection 3.10(a)(vii).

Subservicing Agreements Between Master Servicer and Subservicers. Enforcement of Subservicers' Obligations (a) The Master Servicer may continue in effect Subservicing Agreements entered into by Residential Funding and Subservicers prior to the execution and delivery of this Agreement, and may enter into new Subservicing Agreements with Subservicers Subservicers, for the servicing and administration of all or some of the Mortgage Loans and for the performance of any and all other activities of the Master Servicer hereunderLoans. Each Subservicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans comparable to the Mortgage Loansloans, and in either case shall be authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the Subservicer to perform its obligations hereunder and under the Subservicing Agreement, and in either case shall be a Freddie Mac or Mac, Fannie Mae or HUD approved xxxxxxge servixxxmortgxxx xxrvicer. Xny Xx axxxtion, any Subservicer of a Mortgage Loan insured by the FHA must be an FHA-approved servicer, and any Subservicer of a Mortgage Loan guaranteed by the VA must be a VA-approved servicer. Each Subservicer of a Mortgage Loan shall be entitled to receive and retain, as provided in the related Subservicing Agreement entered into by and in Section 3.07, the related Subservicing Fee from payments of interest received on such Mortgage Loan after payment of all amounts required to be remitted to the Master Servicer shall include the provision in respect of such Mortgage Loan. For any Mortgage Loan that such Agreement may be immediately terminated (x) with cause and without any termination fee by any Master Servicer hereunder or (y) without cause in which case is a Nonsubserviced Mortgage Loan, the Master Servicer shall be responsible for any termination fee entitled to receive and retain an amount equal to the Subservicing Fee from payments of interest. Unless the context otherwise requires, references in this Agreement to actions taken or penalty resulting therefrom. In addition, each Subservicing Agreement shall provide for to be taken by the Master Servicer in servicing of the Mortgage Loans include actions taken or to be taken by a Subservicer on behalf of the Master Servicer. Each Subservicing Agreement will be upon such terms and conditions as are generally required by, permitted by or consistent with the terms of Program Guide and are not inconsistent with this Servicing Agreement. With the consent of the Indenture Trustee, Agreement and as the Master Servicer and the Subservicers Subservicer have agreed. With the approval of the Master Servicer, a Subservicer may delegate its servicing obligations to third-party servicers, but such Subservicer will remain obligated under the related Subservicing Agreement. The Master Servicer and a Subservicer may enter into amendments thereto or a different form of Subservicing Agreements Agreement, and make amendments the form referred to or included in the Subservicing Agreements Program Guide is merely provided for information and shall not be deemed to limit in any respect the discretion of the Master Servicer to modify or enter into different forms of Subservicing Agreements providing for, among other things, the delegation by the Master Servicer to a Subservicer of additional duties regarding the administration of the Mortgage LoansAgreements; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of either this Servicing Agreement, Agreement or the Program Guide in a manner which would materially and that no such amendment or different form shall be made or entered into which could be reasonably expected to be materially adverse to adversely affect the interests of the BondholdersCertificateholders. The Program Guide and any other Subservicing Agreement entered into between the Master Servicer and any Subservicer shall require the Subservicer to accurately and fully report its borrower credit files to each of the Credit Repositories in a timely manner. (b) As part of its servicing activities hereunder, the Master Servicer, for the benefit of the Trustee and the Certificateholders, shall use its best reasonable efforts to enforce the obligations of each Subservicer under the related Subservicing Agreement, to the extent that the non-performance of any such obligation would have a material and adverse effect on a Mortgage Loan, including, without limitation, the consent obligation to purchase a Mortgage Loan on account of defective documentation, as described in Section 2.02, or on account of a breach of a representation or warranty, as described in Section 2.04. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Subservicing Agreements, as appropriate, and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer would employ in its good faith business judgment and which are normal and usual in its general mortgage servicing activities. The Master Servicer shall pay the costs of such enforcement at its own expense, and shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement to the extent, if any, that such recovery exceeds all amounts due in respect of the Holders related Mortgage Loan or (ii) from a specific recovery of Bonds representing costs, expenses or attorneys' fees against the party against whom such enforcement is directed. For purposes of clarification only, the parties agree that the foregoing is not less than a majority intended to, and does not, limit the ability of the aggregate Bond Principal Balance Master Servicer to be reimbursed for expenses that are incurred in connection with the enforcement of the Bonds (for which purpose the Class A-IO Bonds will be deemed a Seller's obligations and are reimbursable pursuant to have a Bond Principal Balance equal to 5% of the aggregate Bond Principal Balance of the other Classes of BondsSection 3.10(a)(viii).

Subservicing Agreements Between Master Servicer and Subservicers. Enforcement of Subservicers' Obligations. (a) The Master Servicer may continue in effect Subservicing Agreements entered into by Residential Funding and Subservicers prior to the execution and delivery of this Agreement, and may enter into new Subservicing Agreements with Subservicers Subservicers, for the servicing and administration of all or some of the Mortgage Loans and for the performance of any and all other activities of the Master Servicer hereunderLoans. Each Subservicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans comparable to the Mortgage Loansloans, and in either case shall be authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the Subservicer to perform its obligations hereunder and under the Subservicing Agreement, and in either case shall be a Freddie Mac or Mac, Fannie Mae or HUD approved xxxxxxge servixxxmortgage servicer. Xny Each Subservixxx xx a Mortxxxx Xoxx shall be entitled to receive and retain, as provided in the related Subservicing Agreement entered into by and in Section 3.07, the related Subservicing Fee from payments of interest received on such Mortgage Loan after payment of all amounts required to be remitted to the Master Servicer shall include the provision in respect of such Mortgage Loan. For any Mortgage Loan that such Agreement may be immediately terminated (x) with cause and without any termination fee by any Master Servicer hereunder or (y) without cause in which case is a Nonsubserviced Mortgage Loan, the Master Servicer shall be responsible for any termination fee entitled to receive and retain an amount equal to the Subservicing Fee from payments of interest. Unless the context otherwise requires, references in this Agreement to actions taken or penalty resulting therefrom. In addition, each Subservicing Agreement shall provide for to be taken by the Master Servicer in servicing of the Mortgage Loans include actions taken or to be taken by a Subservicer on behalf of the Master Servicer. Each Subservicing Agreement will be upon such terms and conditions as are generally required by, permitted by or consistent with the terms of Program Guide and are not inconsistent with this Servicing Agreement. With the consent of the Indenture Trustee, Agreement and as the Master Servicer and the Subservicers Subservicer have agreed. With the approval of the Master Servicer, a Subservicer may delegate its servicing obligations to third-party servicers, but such Subservicer will remain obligated under the related Subservicing Agreement. The Master Servicer and a Subservicer may enter into amendments thereto or a different form of Subservicing Agreements Agreement, and make amendments the form referred to or included in the Subservicing Agreements Program Guide is merely provided for information and shall not be deemed to limit in any respect the discretion of the Master Servicer to modify or enter into different forms of Subservicing Agreements providing for, among other things, the delegation by the Master Servicer to a Subservicer of additional duties regarding the administration of the Mortgage LoansAgreements; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of either this Servicing Agreement, Agreement or the Program Guide in a manner which would materially and that no such amendment or different form shall be made or entered into which could be reasonably expected to be materially adverse to adversely affect the interests of the BondholdersCertificateholders. The Program Guide and any other Subservicing Agreement entered into between the Master Servicer and any Subservicer shall require the Subservicer to accurately and fully report its borrower credit files to each of the Credit Repositories in a timely manner. (b) As part of its servicing activities hereunder, the Master Servicer, for the benefit of the Trustee and the Certificateholders, shall use its best reasonable efforts to enforce the obligations of each Subservicer under the related Subservicing Agreement and of each Seller under the related Seller's Agreement, to the extent that the non-performance of any such obligation would have a material and adverse effect on a Mortgage Loan, including, without limitation, the consent obligation to purchase a Mortgage Loan on account of defective documentation, as described in Section 2.02, or on account of a breach of a representation or warranty, as described in Section 2.04. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Subservicing Agreements or Seller's Agreements, as appropriate, and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer would employ in its good faith business judgment and which are normal and usual in its general mortgage servicing activities. The Master Servicer shall pay the costs of such enforcement at its own expense, and shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement to the extent, if any, that such recovery exceeds all amounts due in respect of the Holders related Mortgage Loan or (ii) from a specific recovery of Bonds representing costs, expenses or attorneys fees against the party against whom such enforcement is directed. For purposes of clarification only, the parties agree that the foregoing is not less than a majority intended to, and does not, limit the ability of the aggregate Bond Principal Balance Master Servicer to be reimbursed for expenses that are incurred in connection with the enforcement of the Bonds (for which purpose the Class A-IO Bonds will be deemed a Seller's obligations and are reimbursable pursuant to have a Bond Principal Balance equal to 5% of the aggregate Bond Principal Balance of the other Classes of BondsSection 3.10(a)(vii).

Subservicing Agreements Between Master Servicer and Subservicers. (a) The Master Servicer may enter into Subservicing Agreements with Subservicers for the servicing and administration of the Mortgage Home Loans and for the performance of any and all other activities of the Master Servicer hereunder. Each Subservicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans comparable to the Mortgage Home Loans, and in either case shall be authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the Subservicer to perform its obligations hereunder and under the Subservicing Agreement, and in either case shall be a Freddie Mac or Fannie Mae approved xxxxxxge servixxx. Xny Any Subservicing Agreement entered into by the Master Servicer shall include the provision that such Agreement may be immediately terminated (x) with cause and without any termination fee by any Master Servicer hereunder or (y) without cause in which case the Master Servicer (and not the Indenture Trustee as successor Master Servicer) shall be responsible for any termination fee or penalty resulting therefrom. In addition, each Subservicing Agreement shall provide for servicing of the Mortgage Home Loans consistent with the terms of this Servicing Agreement. With The Master Servicer may enter into Subservicing Agreements with Subservicers with the consent of the Indenture Trustee, which consent shall not be unreasonably withheld, for the servicing and administration of certain of the Home Loans. The fee paid to any Subservicer shall not be at a rate greater than the Servicing Fee Rate. (b) As part of its servicing activities hereunder, the Master Servicer Servicer, for the benefit of the Indenture Trustee and the Subservicers may enter into Noteholders, shall enforce the obligations of each Subservicer under the related Subservicing Agreement. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Subservicing Agreements and make amendments the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer, in its good faith business judgment, would require were it the owner of the related Home Loans. The Master Servicer shall pay the costs of such enforcement at its own expense, but shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement only to the Subservicing Agreements or enter into different forms of Subservicing Agreements providing forextent, among other thingsif any, the delegation by the Master Servicer to a Subservicer of additional duties regarding the administration that such recovery exceeds all amounts due in respect of the Mortgage Loans; providedrelated Home Loan or (ii) from a specific recovery of costs, however, that any expenses or attorneys' fees against the party against whom such amendments or different forms shall be consistent with and not violate the provisions of this Servicing Agreement, and that no such amendment or different form shall be made or entered into which could be reasonably expected to be materially adverse to the interests of the Bondholders, without the consent of the Holders of Bonds representing not less than a majority of the aggregate Bond Principal Balance of the Bonds (for which purpose the Class A-IO Bonds will be deemed to have a Bond Principal Balance equal to 5% of the aggregate Bond Principal Balance of the other Classes of Bonds)enforcement is directed.

Subservicing Agreements Between Master Servicer and Subservicers. (a) The Master Servicer may enter into Subservicing Agreements with Subservicers for the servicing and administration of the Mortgage Loans and for the performance of any and all other activities of the Master Servicer hereunder. Each Subservicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans comparable to the Mortgage Loans, and in either case shall be authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the Subservicer to perform its obligations hereunder and under the Subservicing Agreement, and in either case shall be a Freddie Fxxxxxx Mac or Fannie Fxxxxx Mae approved xxxxxxge servixxxmortgage servicer. Xny Any Subservicing Agreement entered into by the Master Servicer shall include the provision that such Agreement may be immediately terminated (x) with cause and without any termination fee by any Master Servicer hereunder or (y) without cause in which case the Master Servicer shall be responsible for any termination fee or penalty resulting therefrom. In addition, each Subservicing Agreement shall provide for servicing of the Mortgage Loans consistent with the terms of this Servicing Agreement. With the consent of the Indenture Trustee, the Master Servicer and the Subservicers may enter into Subservicing Agreements and make amendments to the Subservicing Agreements or enter into different forms of Subservicing Agreements providing for, among other things, the delegation by the Master Servicer to a Subservicer of additional duties regarding the administration of the Mortgage Loans; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of this Servicing Agreement, and that no such amendment or different form shall be made or entered into which could be reasonably expected to be materially adverse to the interests of the Bondholders, without the consent of the Holders of Bonds representing not less than a majority of the aggregate Bond Principal Balance of the Bonds (Bonds. The Master Servicer has entered into Subservicing Agreements with the Initial Subservicers for which purpose the Class A-IO Bonds will be deemed to have a Bond Principal Balance equal to 5% servicing and administration of the aggregate Bond Principal Balance Mortgage Loans and may enter into additional Subservicing Agreements with Subservicers acceptable to the Indenture Trustee for the servicing and administration of certain of the Mortgage Loans. (b) As part of its servicing activities hereunder, the Master Servicer, for the benefit of the Indenture Trustee and the Bondholders, shall enforce the obligations of each Subservicer under the related Subservicing Agreement. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Subservicing Agreements and the pursuit of other Classes appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer, in its good faith business judgment, would require were it the owner of Bonds)the related Mortgage Loans. The Master Servicer shall pay the costs of such enforcement at its own expense, but shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement only to the extent, if any, that such recovery exceeds all amounts due in respect of the related Mortgage Loan or (ii) from a specific recovery of costs, expenses or attorneys' fees against the party against whom such enforcement is directed. (c) [reserved].

Subservicing Agreements Between Master Servicer and Subservicers. (a) The Master Servicer may enter into Subservicing Agreements with Subservicers for the servicing and administration of the Mortgage Loans and for the performance of any and all other activities of the Master Servicer hereunder. Each Subservicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans comparable to the Mortgage Loans, and in either case shall be authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the Subservicer to perform its obligations hereunder and under the Subservicing Agreement, and in either case shall be a Freddie Mac FHLMC or Fannie Mae FNMA approved xxxxxxge servixxxmortgage servicer. Xny Any Subservicing Agreement entered into by the Master Servicer shall include the provision that such Agreement may be immediately terminated (x) with cause and without any termination fee by any Master Servicer hereunder or (y) without cause in which case the Master Servicer (and not the Indenture Trustee as successor Master Servicer) shall be responsible for any termination fee or penalty resulting therefrom. In addition, each Subservicing Agreement shall provide for servicing of the Mortgage Loans consistent with the terms of this Servicing Agreement. With the consent of the Indenture Trustee, which consent shall not be unreasonably withheld, the Master Servicer and the Subservicers may enter into Subservicing Agreements and make amendments to the Subservicing Agreements or enter into different forms of Subservicing Agreements providing for, among other things, the delegation by the Master Servicer to a Subservicer of additional duties regarding the administration of the Mortgage Loans; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of this Servicing Agreement, and that no such amendment or different form shall be made or . The Master Servicer has entered into which could be reasonably expected to be materially adverse to Subservicing Agreements with the interests Initial Subservicers for the servicing and administration of the Bondholders, without Mortgage Loans and may enter into additional Subservicing Agreements with Subservicers with the consent of the Holders Indenture Trustee, which consent shall not be unreasonably withheld, for the servicing and administration of Bonds representing not less than a majority certain of the aggregate Bond Principal Balance Mortgage Loans. (b) As part of its servicing activities hereunder, the Master Servicer, for the benefit of the Bonds (for which purpose Indenture Trustee and the Class A-IO Bonds will Noteholders, shall enforce the obligations of each Subservicer under the related Subservicing Agreement. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Subservicing Agreements and the pursuit of other appropriate remedies, shall be deemed in such form and carried out to have a Bond Principal Balance equal to 5% such an extent and at such time as the Master Servicer, in its good faith business judgment, would require were it the owner of the aggregate Bond Principal Balance related Mortgage Loans. The Master Servicer shall pay the costs of such enforcement at its own expense, but shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement only to the extent, if any, that such recovery exceeds all amounts due in respect of the other Classes related Mortgage Loan or (ii) from a specific recovery of Bonds)costs, expenses or attorneys' fees against the party against whom such enforcement is directed.

Subservicing Agreements Between Master Servicer and Subservicers. (a) The Master Servicer may enter into Subservicing Agreements with Subservicers for the servicing and administration of the Mortgage Loans and for the performance of any and all other activities of the Master Servicer hereunder. Each Subservicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans comparable to the Mortgage Loans, and in either case shall be authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the Subservicer to perform its obligations hereunder and under the Subservicing Agreement, and in either case shall be a Freddie Xxxxxxx Mac or Fannie Xxxxxx Mae approved xxxxxxge servixxxmortgage servicer. Xny Any Subservicing Agreement entered into by the Master Servicer shall include the provision that such Agreement may be immediately terminated (x) with cause and without any termination fee by any Master Servicer hereunder or (y) without cause in which case the Master Servicer shall be responsible for any termination fee or penalty resulting therefrom. In addition, each Subservicing Agreement shall provide for servicing of the Mortgage Loans consistent with the terms of this Servicing Agreement. With the consent of the Indenture TrusteeTrustee and the Bond Insurer, the Master Servicer and the Subservicers may enter into Subservicing Agreements and make amendments to the Subservicing Agreements or enter into different forms of Subservicing Agreements providing for, among other things, the delegation by the Master Servicer to a Subservicer of additional duties regarding the administration of the Mortgage Loans; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of this Servicing Agreement, and that no such amendment or different form shall be made or entered into which could be reasonably expected to be materially adverse to the interests of the Bond Insurer or the Bondholders, without the consent of the Holders of Bonds representing not less than a majority of the aggregate Bond Principal Balance of the Bonds (Bonds. The Master Servicer has entered into Subservicing Agreements with the Initial Subservicers for which purpose the Class A-IO Bonds will be deemed to have a Bond Principal Balance equal to 5% servicing and administration of the aggregate Mortgage Loans and may enter into additional Subservicing Agreements with Subservicers acceptable to the Indenture Trustee and the Bond Principal Balance Insurer for the servicing and administration of certain of the Mortgage Loans. (b) As part of its servicing activities hereunder, the Master Servicer, for the benefit of the Indenture Trustee, the Bond Insurer and the Bondholders, shall enforce the obligations of each Subservicer under the related Subservicing Agreement. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Subservicing Agreements and the pursuit of other Classes appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer, in its good faith business judgment, would require were it the owner of Bonds)the related Mortgage Loans. The Master Servicer shall pay the costs of such enforcement at its own expense, but shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement only to the extent, if any, that such recovery exceeds all amounts due in respect of the related Mortgage Loan or (ii) from a specific recovery of costs, expenses or attorneys' fees against the party against whom such enforcement is directed. (c) The Master Servicer represents that it has entered into a contract regarding the sale of sub- servicing rights with respect to the Group 1 Loans with Countrywide Home Loans Servicing LP ("Countrywide") and shall transfer the subservicing of the Mortgage Loans from Wendover to Countrywide or an affiliate thereof on or about April 1, 2003. The Master Servicer represents that it has entered into a subservicing agreement with respect to the Group 2 Loans with Midland Loan Services, Inc. The Indenture Trustee and the Bond Insurer hereby consents to such transfer with respect to the Group 1 Loans.

Subservicing Agreements Between Master Servicer and Subservicers. (a) The Master Servicer may with the consent of the Certificate Insurer enter into Subservicing Agreements with Subservicers for the servicing and administration of the Mortgage Loans Loans; provided, however, that such agreements would not result in a withdrawal or a downgrading by any Rating Agency of the rating on any Class of Certificates. The Trustee and for the performance of any and all other activities Trust Administrator are hereby authorized to acknowledge, at the request of the Master Servicer hereunderServicer, any Subservicing Agreement that meets the requirements applicable to Subservicing Agreements set forth in this Agreement and that is otherwise permitted under this Agreement. Each Subservicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans comparable to the Mortgage Loans, and in either case shall be authorized to transact business in the state or states in which where the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the Subservicer to perform its obligations hereunder and under the Subservicing Agreement, and in either case shall be (ii) a Freddie Xxxxxxx Mac or Fannie Xxxxxx Mae approved xxxxxxge servixxxmortgage servicer and (iii) have equity of at least $5,000,000. Xny Each Subservicing Agreement entered into by must impose on the Master Servicer shall include Subservicer requirements conforming to the provision that such Agreement may be immediately terminated (x) with cause provisions set forth in Section 3.08 and without any termination fee by any Master Servicer hereunder or (y) without cause in which case the Master Servicer shall be responsible for any termination fee or penalty resulting therefrom. In addition, each Subservicing Agreement shall provide for servicing of the Mortgage Loans consistent with the terms of this Servicing AgreementAgreement and be approved in writing by the Certificate Insurer. With The Master Servicer will examine each Subservicing Agreement and will be familiar with the consent of the Indenture Trustee, the terms thereof. The Master Servicer and the Subservicers may enter into Subservicing Agreements and make amendments to the Subservicing Agreements or enter into different forms of Subservicing Agreements providing for, among other things, the delegation by the Master Servicer to a Subservicer of additional duties regarding the administration of the Mortgage LoansAgreements; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of this Servicing AgreementAgreement and be approved in writing by the Certificate Insurer, and that no such amendment or different form shall be made or entered into which could be reasonably expected to be materially adverse to the interests of the Bondholders, Certificate Insurer or Certificateholders without the consent of the Holders of Bonds representing not less than a majority of the aggregate Bond Principal Balance of the Bonds (for which purpose the Class A-IO Bonds will be deemed Certificates entitled to have a Bond Principal Balance equal to 5at least 66% of the aggregate Bond Principal Balance Voting Rights; provided, further, that the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights shall not be required (i) to cure any ambiguity or defect in a Subservicing Agreement, (ii) to correct, modify or supplement any provisions of a Subservicing Agreement, or (iii) to make any other Classes provisions with respect to matters or questions arising under a Subservicing Agreement, which, in each case, shall not be inconsistent with the provisions of Bonds)this Agreement. Any variation without the consent of the Certificate Insurer from the provisions set forth in Section 3.08 relating to insurance or priority requirements of Subservicing Accounts, or credits and charges to the Subservicing Accounts or the timing and amount of remittances by the Subservicers to the Master Servicer, are conclusively deemed to be inconsistent with this Agreement and therefore prohibited. The Master Servicer shall deliver to the Trustee and the Trust Administrator copies of all Subservicing Agreements, and any amendments or modifications thereof, promptly upon the Master Servicer's execution and delivery of such instruments. (b) As part of its servicing activities hereunder, the Master Servicer, for the benefit of the Trustee, the Depositor, the Trust Administrator, the Certificateholders and the Certificate Insurer, shall enforce the obligations of each Subservicer under the related Subservicing Agreement and of the Seller under the Mortgage Loan Purchase Agreement including, without limitation, any obligation to make advances in respect of delinquent payments as required by a Subservicing Agreement or to purchase a Mortgage Loan on account of missing or defective documentation or on account of a breach of a representation, warranty or covenant, as described in Section 2.06. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Subservicing Agreements and the pursuit of other appropriate remedies, shall be in such form and carried out to such extent and at such time as the Master Servicer, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Master Servicer shall pay the costs of such enforcement at its own expense, and shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement, to the extent, if any, that such recovery exceeds all amounts due in respect of the related Mortgage Loans, or (ii) from a specific recovery of costs, expenses or attorneys' fees against the Person against which such enforcement is directed. Notwithstanding anything to the contrary herein, however, enforcement of the Mortgage Loan Purchase Agreement against the Seller shall be effected by the Master Servicer to the extent it is not an affiliate of the Seller, and otherwise by the Trust Administrator in accordance with the foregoing provisions of this paragraph. If such enforcement is conducted by the Trust Administrator, the Trust Administrator shall pay the costs of such enforcement at its own expense, and shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement, to the extent, if any, that such recovery exceeds all amounts due in respect of the related Mortgage Loans, or (ii) from a specific recovery of costs, expenses or attorneys' fees against the Person against which such enforcement is directed; provided, however, if the sources of reimbursement described in clauses (i) and (ii) are insufficient, the Master Servicer shall reimburse the Trust Administrator for any remaining unreimbursed costs of such enforcement.

Subservicing Agreements Between Master Servicer and Subservicers. (a) The Master Servicer may enter into Subservicing Agreements with Subservicers for the servicing and administration of the Mortgage Loans and for the performance of any and all other activities of the Master Servicer hereunder. Each Subservicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans comparable to the Mortgage Loans, and in either case shall be authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the Subservicer to perform its obligations hereunder and under the Subservicing Agreement, and in either case shall be a Freddie Mac or Fannie Mae approved xxxxxxge servixxx. Xny Subservicing Agreement entered into by the Master Servicer shall include the provision that such Agreement may be immediately terminated (x) with cause and without any termination fee by any Master Servicer hereunder or (y) without cause in which case the Master Servicer shall be responsible for any termination fee or penalty resulting therefrom. In addition, each Subservicing Agreement shall provide for servicing of the Mortgage Loans consistent with the terms of this Servicing Agreement. With the consent of the Indenture TrusteeTrustee and the Bond Insurer, the Master Servicer and the Subservicers may enter into Subservicing Agreements and make amendments to the Subservicing Agreements or enter into different forms of Subservicing Agreements providing for, among other things, the delegation by the Master Servicer to a Subservicer of additional duties regarding the administration of the Mortgage Loans; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of this Servicing Agreement, and that no such amendment or different form shall be made or entered into which could be reasonably expected to be materially adverse to the interests of the the Bond Insurer or the Bondholders, without the consent of the Holders of Bonds representing not less than a majority of the aggregate Bond Principal Balance of the Bonds (Bonds. The Master Servicer has entered into Subservicing Agreements with the Initial Subservicers for which purpose the Class A-IO Bonds will be deemed to have a Bond Principal Balance equal to 5% servicing and administration of the aggregate Mortgage Loans and may enter into additional Subservicing Agreements with Subservicers acceptable to the Indenture Trustee and the Bond Principal Balance Insurer for the servicing and administration of certain of the Mortgage Loans. (b) As part of its servicing activities hereunder, the Master Servicer, for the benefit of the Indenture Trustee, the Bond Insurer and the Bondholders, shall enforce the obligations of each Subservicer under the related Subservicing Agreement. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Subservicing Agreements and the pursuit of other Classes appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer, in its good faith business judgment, would require were it the owner of Bonds)the related Mortgage Loans. The Master Servicer shall pay the costs of such enforcement at its own expense, but shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement only to the extent, if any, that such recovery exceeds all amounts due in respect of the related Mortgage Loan or (ii) from a specific recovery of costs, expenses or attorneys' fees against the party against whom such enforcement is directed. (c) The Master Servicer represents that it has entered into a contract regarding the sale of sub-servicing rights with respect to the Countrywide Loans with Countrywide Home Loans, Inc. ("Countrywide") and shall transfer the subservicing of the Countrywide Loans from Wendover to Countrywide or an affiliate thereof on or about May 1, 2002, with respect to the initial Countrywide Loans, or no later than three months after the date of transfer to the trust, with respect to the subsequent Countrywide Loans. The Indenture Trustee and the Bond Insurer hereby consents to such transfer.

Subservicing Agreements Between Master Servicer and Subservicers. (a) The Master Servicer may enter into Subservicing Agreements with Subservicers for the servicing and administration of the Mortgage Loans and for the performance of any and all other activities of the Master Servicer hereunder. Each Subservicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans comparable to the Mortgage Loans, and in either case shall be authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the Subservicer to perform its obligations hereunder and under the Subservicing Agreement, and in either case shall be a Freddie Mac or Fannie Mae Fxxxxx Mxx approved xxxxxxge servixxxmortgage servicer. Xny Any Subservicing Agreement entered into by the Master Servicer shall include the provision that such Agreement may be immediately terminated (x) with cause and without any termination fee by any Master Servicer hereunder or (y) without cause in which case the Master Servicer shall be responsible for any termination fee or penalty resulting therefrom. In addition, each Subservicing Agreement shall provide for servicing of the Mortgage Loans consistent with the terms of this Servicing Agreement. With the consent of the Indenture TrusteeTrustee and the Bond Insurer, the Master Servicer and the Subservicers may enter into Subservicing Agreements and make amendments to the Subservicing Agreements or enter into different forms of Subservicing Agreements providing for, among other things, the delegation by the Master Servicer to a Subservicer of additional duties regarding the administration of the Mortgage Loans; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of this Servicing Agreement, and that no such amendment or different form shall be made or entered into which could be reasonably expected to be materially adverse to the interests of the Bond Insurer or the Bondholders, without the consent of the Holders of Bonds representing not less than a majority of the aggregate Bond Principal Balance of the Bonds (Bonds. The Master Servicer has entered into Subservicing Agreements with the Initial Subservicers for which purpose the Class A-IO Bonds will be deemed to have a Bond Principal Balance equal to 5% servicing and administration of the aggregate Mortgage Loans and may enter into additional Subservicing Agreements with Subservicers acceptable to the Indenture Trustee and the Bond Principal Balance Insurer for the servicing and administration of certain of the Mortgage Loans. (b) As part of its servicing activities hereunder, the Master Servicer, for the benefit of the Indenture Trustee, the Bond Insurer and the Bondholders, shall enforce the obligations of each Subservicer under the related Subservicing Agreement. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Subservicing Agreements and the pursuit of other Classes appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer, in its good faith business judgment, would require were it the owner of Bonds)the related Mortgage Loans. The Master Servicer shall pay the costs of such enforcement at its own expense, but shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement only to the extent, if any, that such recovery exceeds all amounts due in respect of the related Mortgage Loan or (ii) from a specific recovery of costs, expenses or attorneys’ fees against the party against whom such enforcement is directed. (c) The Master Servicer represents that it has entered into a contract regarding the sale of sub-servicing rights with respect to the Mortgage Loans with GMAC Mortgage Corporation (“GMAC”) and shall transfer the subservicing of the Mortgage Loans from Countrywide Home Loans Servicing LP to GMAC or an affiliate thereof on or about December 1, 2005.

Subservicing Agreements Between Master Servicer and Subservicers. (a) The Master Servicer may enter into Subservicing Agreements with Subservicers for the servicing and administration of the Mortgage Loans and for the performance of any and all other activities of the Master Servicer hereunder. Each Subservicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans comparable to the Mortgage Loans, and in either case shall be authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the Subservicer to perform its obligations hereunder and under the Subservicing Agreement, and in either case shall be a Freddie Xxxxxxx Mac or Fannie Xxxxxx Mae approved xxxxxxge servixxxmortgage servicer. Xny Any Subservicing Agreement entered into by the Master Servicer shall include the provision that such Agreement may be immediately terminated (x) with cause and without any termination fee by any Master Servicer hereunder or (y) without cause in which case the Master Servicer shall be responsible for any termination fee or penalty resulting therefrom. In addition, each Subservicing Agreement shall provide for servicing of the Mortgage Loans consistent with the terms of this Servicing Agreement. With the consent of the Indenture TrusteeTrustee and the Bond Insurer, the Master Servicer and the Subservicers may enter into Subservicing Agreements and make amendments to the Subservicing Agreements or enter into different forms of Subservicing Agreements providing for, among other things, the delegation by the Master Servicer to a Subservicer of additional duties regarding the administration of the Mortgage Loans; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of this Servicing Agreement, and that no such amendment or different form shall be made or entered into which could be reasonably expected to be materially adverse to the interests of the Bond Insurer or the Bondholders, without the consent of the Holders of Bonds representing not less than a majority of the aggregate Bond Principal Balance of the Bonds (Bonds. The Master Servicer has entered into Subservicing Agreements with the Initial Subservicers for which purpose the Class A-IO Bonds will be deemed to have a Bond Principal Balance equal to 5% servicing and administration of the aggregate Mortgage Loans and may enter into additional Subservicing Agreements with Subservicers acceptable to the Indenture Trustee and the Bond Principal Balance Insurer for the servicing and administration of certain of the Mortgage Loans. (b) As part of its servicing activities hereunder, the Master Servicer, for the benefit of the Indenture Trustee, the Bond Insurer and the Bondholders, shall enforce the obligations of each Subservicer under the related Subservicing Agreement. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Subservicing Agreements and the pursuit of other Classes appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer, in its good faith business judgment, would require were it the owner of Bonds)the related Mortgage Loans. The Master Servicer shall pay the costs of such enforcement at its own expense, but shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement only to the extent, if any, that such recovery exceeds all amounts due in respect of the related Mortgage Loan or (ii) from a specific recovery of costs, expenses or attorneys' fees against the party against whom such enforcement is directed. (c) The Master Servicer represents that it has entered into a contract regarding the sale of sub-servicing rights with respect to the Mortgage Loans with Countrywide Home Loans, Inc. ("Countrywide") and shall transfer the subservicing of the Mortgage Loans from the Initial Subservicers (other than GMAC Mortgage Corporation) to Countrywide on or about March 1, 2000. The Indenture Trustee hereby consents to such transfer.

Subservicing Agreements Between Master Servicer and Subservicers. (a) The Master Servicer may continue in effect Subservicing Agreements entered into by the Master Servicer and Subservicers prior to the execution and delivery of this Agreement, and may enter into new Subservicing Agreements with Subservicers Subservicers, for the servicing and administration of all or some of the Mortgage Loans and for the performance of any and all other activities of the Master Servicer hereunderLoans. Each Subservicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans comparable to the Mortgage Loansloans, and in either case shall be authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the Subservicer to perform its obligations hereunder and under the Subservicing Agreement, and in either case shall be a Freddie Mac FHLMC, FNMA or Fannie Mae HUD approved xxxxxxge servixxxmortgage servicer. Xny Each Subservicer of a Mortgage Loan shall be entitled to receive and retain, as provided in the related Subservicing Agreement entered into by and in Section 3.07, the related Subservicing Fee from payments of interest received on such Mortgage Loan after payment of all amounts required to be remitted to the Master Servicer shall include the provision in respect of such Mortgage Loan. For any Mortgage Loan that such Agreement may be immediately terminated (x) with cause and without any termination fee by any Master Servicer hereunder or (y) without cause in which case is a Nonsubserviced Mortgage Loan, the Master Servicer shall be responsible for any termination fee entitled to receive and retain an amount equal to the Subservicing Fee from payments of interest. Unless the context otherwise requires, references in this Agreement to actions taken or penalty resulting therefrom. In addition, each Subservicing Agreement shall provide for to be taken by the Master Servicer in servicing of the Mortgage Loans consistent with the terms of this Servicing Agreement. With the consent include actions taken or to be taken by a Subservicer on behalf of the Indenture Trustee, Master Servicer. Each Subservicing Agreement will be upon such terms and conditions as are not inconsistent with this Agreement and as the Master Servicer and the Subservicers Subservicer have agreed. With the approval of the Master Servicer, a Subservicer may delegate its servicing obligations to third-party servicers, but such Subservicer will remain obligated under the related Subservicing Agreement. The Master Servicer and a Subservicer may enter into Subservicing Agreements and make amendments to the Subservicing Agreements thereto or enter into a different forms form of Subservicing Agreements providing for, among other things, the delegation by the Master Servicer to a Subservicer of additional duties regarding the administration of the Mortgage LoansAgreement; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of this Servicing Agreement, Agreement in a manner which would materially and that no such amendment or different form shall be made or entered into which could be reasonably expected to be materially adverse to adversely affect the interests of the BondholdersCertificateholders. Each Subservicing Agreement shall contain a provision that in the event the Master Servicer shall no longer be the master servicer hereunder, the Trustee, at its sole option, without any termination fee paid to the consent Subservicer, may terminate any Subservicing Agreement. (b) As part of its servicing activities hereunder, the Master Servicer, for the benefit of the Holders Trustee and the Certificateholders, shall use its best reasonable efforts to enforce the obligations of Bonds representing not less than a majority each Subservicer under the related Subservicing Agreement and of the aggregate Bond Principal Balance Mortgage Loan Seller under the Mortgage Loan Purchase Agreement, to the extent that the non-performance of any such obligation would have a material and adverse effect on a Mortgage Loan, including, without limitation, the obligation to purchase a Mortgage Loan on account of a breach of a representation or warranty, as described in Section 2.03. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Subservicing Agreements or the Mortgage Loan Purchase Agreement, as appropriate, and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer would employ in its good faith business judgment and which are normal and usual in its general mortgage servicing activities. The Master Servicer shall pay the costs of such enforcement at its own expense, and shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement to the extent, if any, that such recovery exceeds all amounts due in respect of the Bonds related Mortgage Loan or (for which purpose ii) from a specific recovery of costs, expenses or attorneys fees against the Class A-IO Bonds will be deemed to have a Bond Principal Balance equal to 5% of the aggregate Bond Principal Balance of the other Classes of Bonds)party against whom such enforcement is directed.

Subservicing Agreements Between Master Servicer and Subservicers. Enforcement of Subservicers' Obligations. (a) The Master Servicer may continue in effect Subservicing Agreements entered into by Residential Funding and Subservicers prior to the execution and delivery of this Agreement, and may enter into new Subservicing Agreements with Subservicers Subservicers, for the servicing and administration of all or some of the Mortgage Loans and for the performance of any and all other activities of the Master Servicer hereunderLoans. Each Subservicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans comparable to the Mortgage Loansloans, and in either case shall be authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the Subservicer to perform its obligations hereunder and under the Subservicing Agreement, and in either case shall be a Freddie Mac or Mac, Fannie Mae or HUD approved xxxxxxge servixxxmortgage servicer. Xny Each Subservicer of a Mortgage Loan shall be entitled to xxxxxxx and rxxxxx, xx provided in the related Subservicing Agreement entered into by and in Section 3.07, the related Subservicing Fee from payments of interest received on such Mortgage Loan after payment of all amounts required to be remitted to the Master Servicer shall include the provision in respect of such Mortgage Loan. For any Mortgage Loan that such Agreement may be immediately terminated (x) with cause and without any termination fee by any Master Servicer hereunder or (y) without cause in which case is a Nonsubserviced Mortgage Loan, the Master Servicer shall be responsible for any termination fee entitled to receive and retain an amount equal to the Subservicing Fee from payments of interest. Unless the context otherwise requires, references in this Agreement to actions taken or penalty resulting therefrom. In addition, each Subservicing Agreement shall provide for to be taken by the Master Servicer in servicing of the Mortgage Loans include actions taken or to be taken by a Subservicer on behalf of the Master Servicer. Each Subservicing Agreement will be upon such terms and conditions as are generally required by, permitted by or consistent with the terms of Program Guide and are not inconsistent with this Servicing Agreement. With the consent of the Indenture Trustee, Agreement and as the Master Servicer and the Subservicers Subservicer have agreed. With the approval of the Master Servicer, a Subservicer may delegate its servicing obligations to third-party servicers, but such Subservicer will remain obligated under the related Subservicing Agreement. The Master Servicer and a Subservicer may enter into amendments thereto or a different form of Subservicing Agreements Agreement, and make amendments the form referred to or included in the Subservicing Agreements Program Guide is merely provided for information and shall not be deemed to limit in any respect the discretion of the Master Servicer to modify or enter into different forms of Subservicing Agreements providing for, among other things, the delegation by the Master Servicer to a Subservicer of additional duties regarding the administration of the Mortgage LoansAgreements; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of either this Servicing Agreement, Agreement or the Program Guide in a manner which would materially and that no such amendment or different form shall be made or entered into which could be reasonably expected to be materially adverse to adversely affect the interests of the BondholdersCertificateholders. The Program Guide and any other Subservicing Agreement entered into between the Master Servicer and any Subservicer shall require the Subservicer to accurately and fully report its borrower credit files to each of the Credit Repositories in a timely manner. (b) As part of its servicing activities hereunder, the Master Servicer, for the benefit of the Trustee and the Certificateholders, shall use its best reasonable efforts to enforce the obligations of each Subservicer under the related Subservicing Agreement and of each Seller under the related Seller's Agreement, to the extent that the non-performance of any such obligation would have a material and adverse effect on a Mortgage Loan, including, without limitation, the consent obligation to purchase a Mortgage Loan on account of defective documentation, as described in Section 2.02, or on account of a breach of a representation or warranty, as described in Section 2.04. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Subservicing Agreements or Seller's Agreements, as appropriate, and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer would employ in its good faith business judgment and which are normal and usual in its general mortgage servicing activities. The Master Servicer shall pay the costs of such enforcement at its own expense, and shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement to the extent, if any, that such recovery exceeds all amounts due in respect of the Holders related Mortgage Loan or (ii) from a specific recovery of Bonds representing costs, expenses or attorneys fees against the party against whom such enforcement is directed. For purposes of clarification only, the parties agree that the foregoing is not less than a majority intended to, and does not, limit the ability of the aggregate Bond Principal Balance Master Servicer to be reimbursed for expenses that are incurred in connection with the enforcement of the Bonds (for which purpose the Class A-IO Bonds will be deemed a Seller's obligations and are reimbursable pursuant to have a Bond Principal Balance equal to 5% of the aggregate Bond Principal Balance of the other Classes of BondsSection 3.10(a)(vii).

Subservicing Agreements Between Master Servicer and Subservicers. (a) The Master Servicer may enter into Subservicing Agreements with Subservicers for the servicing and administration of the Mortgage Loans and for the performance of any and all other activities of the Master Servicer hereunder. Each Subservicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans comparable to the Mortgage Loans, and in either case shall be authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the Subservicer to perform its obligations hereunder and under the Subservicing Agreement, and in either case shall be a Freddie Xxxxxxx Mac or Fannie Xxxxxx Mae approved xxxxxxge servixxxmortgage servicer. Xny Any Subservicing Agreement entered into by the Master Servicer shall include the provision that such Agreement may be immediately terminated (x) with cause and without any termination fee by any Master Servicer hereunder or (y) without cause in which case the Master Servicer shall be responsible for any termination fee or penalty resulting therefrom. In addition, each Subservicing Agreement shall provide for servicing of the Mortgage Loans consistent with the terms of this Servicing Agreement. With the consent of the Indenture TrusteeTrustee and the Bond Insurer, the Master Servicer and the Subservicers may enter into Subservicing Agreements and make amendments to the Subservicing Agreements or enter into different forms of Subservicing Agreements providing for, among other things, the delegation by the Master Servicer to a Subservicer of additional duties regarding the administration of the Mortgage Loans; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of this Servicing Agreement, and that no such amendment or different form shall be made or entered into which could be reasonably expected to be materially adverse to the interests of the Bond Insurer or the Bondholders, without the consent of the Holders of Bonds representing not less than a majority of the aggregate Bond Principal Balance of the Bonds (Bonds. The Master Servicer has entered into Subservicing Agreements with the Initial Subservicers for which purpose the Class A-IO Bonds will be deemed to have a Bond Principal Balance equal to 5% servicing and administration of the aggregate Mortgage Loans and may enter into additional Subservicing Agreements with Subservicers acceptable to the Indenture Trustee and the Bond Principal Balance Insurer for the servicing and administration of certain of the Mortgage Loans. (b) As part of its servicing activities hereunder, the Master Servicer, for the benefit of the Indenture Trustee, the Bond Insurer and the Bondholders, shall enforce the obligations of each Subservicer under the related Subservicing Agreement. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Subservicing Agreements and the pursuit of other Classes appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer, in its good faith business judgment, would require were it the owner of Bonds)the related Mortgage Loans. The Master Servicer shall pay the costs of such enforcement at its own expense, but shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement only to the extent, if any, that such recovery exceeds all amounts due in respect of the related Mortgage Loan or (ii) from a specific recovery of costs, expenses or attorneys' fees against the party against whom such enforcement is directed. (c) The Master Servicer represents that it has entered into a contract regarding the sale of sub-servicing rights with respect to the Group 1 Loans with Countrywide Home Loans Servicing LP ("Countrywide") and shall transfer the subservicing of the Mortgage Loans from Wendover to Countrywide or an affiliate thereof on or about June 1, 2003. The Indenture Trustee and the Bond Insurer hereby consent to such transfer with respect to the Group 1 Loans. The Master Servicer represents that it has entered into a subservicing agreement with respect to the Group 2 Loans with Midland Loan Services, Inc. The Master Servicer represents that it has entered into a contract regarding the sale of sub-servicing rights with respect to the Group 3 Loans with GMAC Mortgage Corporation ("GMAC") and shall transfer the subservicing of the Mortgage Loans from Wendover to GMAC on or about June 1, 2003.

Subservicing Agreements Between Master Servicer and Subservicers. (a) The Master Servicer may enter into Subservicing Agreements with Subservicers for the servicing and administration of the Mortgage Loans and for the performance of any and all other activities of the Master Servicer hereunder. Each Subservicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans comparable to the Mortgage Loans, and in either case shall be authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the Subservicer to perform its obligations hereunder and under the Subservicing Agreement, and in either case shall be a Freddie Xxxxxxx Mac or Fannie Xxxxxx Mae approved xxxxxxge servixxxmortgage servicer. Xny Any Subservicing Agreement entered into by the Master Servicer shall include the provision that such Agreement may be immediately terminated (x) with cause and without any termination fee by any Master Servicer hereunder or (y) without cause in which case the Master Servicer shall be responsible for any termination fee or penalty resulting therefrom. In addition, each Subservicing Agreement shall provide for servicing of the Mortgage Loans consistent with the terms of this Servicing Agreement. With the consent of the Indenture TrusteeTrustee and the Bond Insurer, the Master Servicer and the Subservicers may enter into Subservicing Agreements and make amendments to the Subservicing Agreements or enter into different forms of Subservicing Agreements providing for, among other things, the delegation by the Master Servicer to a Subservicer of additional duties regarding the administration of the Mortgage Loans; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of this Servicing Agreement, and that no such amendment or different form shall be made or entered into which could be reasonably expected to be materially adverse to the interests of the Bond Insurer or the Bondholders, without the consent of the Holders of Bonds representing not less than a majority of the aggregate Bond Principal Balance of the Bonds (Bonds. The Master Servicer has entered into Subservicing Agreements with the Initial Subservicers for which purpose the Class A-IO Bonds will be deemed to have a Bond Principal Balance equal to 5% servicing and administration of the aggregate Mortgage Loans and may enter into additional Subservicing Agreements with Subservicers acceptable to the Indenture Trustee and the Bond Principal Balance Insurer for the servicing and administration of certain of the Mortgage Loans. (b) As part of its servicing activities hereunder, the Master Servicer, for the benefit of the Indenture Trustee, the Bond Insurer and the Bondholders, shall enforce the obligations of each Subservicer under the related Subservicing Agreement. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Subservicing Agreements and the pursuit of other Classes appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer, in its good faith business judgment, would require were it the owner of Bonds)the related Mortgage Loans. The Master Servicer shall pay the costs of such enforcement at its own expense, but shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement only to the extent, if any, that such recovery exceeds all amounts due in respect of the related Mortgage Loan or (ii) from a specific recovery of costs, expenses or attorneys’ fees against the party against whom such enforcement is directed. (c) The Master Servicer represents that it has entered into a contract regarding the sale of sub-servicing rights with respect to the Group 1 Loans with GMAC Mortgage Corporation (“GMAC”) and shall transfer the subservicing of the Group 1 Loans from Countrywide Home Loans Servicing LP to GMAC or an affiliate thereof on or about December 1, 2005. The Master Servicer represents that it has entered into a Subservicing Agreement with respect to the Group 2 Loans with Midland Loan Services, Inc.

Subservicing Agreements Between Master Servicer and Subservicers. (a) The Master Servicer may enter into Subservicing Agreements with Subservicers for the servicing and administration of the Mortgage Loans and for the performance of any and all other activities of the Master Servicer hereunder. Each Subservicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans comparable to the Mortgage Loans, and in either case shall be authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the Subservicer to perform its obligations hereunder and under the Subservicing Agreement, and in either case shall be a Freddie Xxxxxxx Mac or Fannie Xxxxxx Mae approved xxxxxxge servixxxmortgage servicer. Xny Any Subservicing Agreement entered into by the Master Servicer shall include the provision that such Agreement may be immediately terminated (x) with cause and without any termination fee by any Master Servicer hereunder or (y) without cause in which case the Master Servicer shall be responsible for any termination fee or penalty resulting therefrom. In addition, each Subservicing Agreement shall provide for servicing of the Mortgage Loans consistent with the terms of this Servicing Agreement. With the consent of the Indenture Trustee, the Master Servicer and the Subservicers may enter into Subservicing Agreements and make amendments to the Subservicing Agreements or enter into different forms of Subservicing Agreements providing for, among other things, the delegation by the Master Servicer to a Subservicer of additional duties regarding the administration of the Mortgage Loans; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of this Servicing Agreement, and that no such amendment or different form shall be made or entered into which could be reasonably expected to be materially adverse to the interests of the Bondholders, without the consent of the Holders of Bonds representing not less than a majority of the aggregate Bond Principal Balance of the Bonds (for which purpose the Class A-IO Bonds will be deemed to have a Bond Principal Balance equal to 5% of the aggregate Bond Principal Balance of the other Classes of Bonds).

Subservicing Agreements Between Master Servicer and Subservicers. Enforcement of Subservicers' Obligations. (a) The Master Servicer may continue in effect Subservicing Agreements entered into by Residential Funding and Subservicers prior to the execution and delivery of this Agreement, and may enter into new Subservicing Agreements with Subservicers Subservicers, for the servicing and administration of all or some of the Mortgage Loans and for the performance of any and all other activities of the Master Servicer hereunderLoans. Each Subservicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans comparable to the Mortgage Loansloans, and in either case shall be authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the Subservicer to perform its obligations hereunder and under the Subservicing Agreement, and in either case shall be a Freddie Mac Xxxxxxx Mac, Xxxxxx Mae or Fannie Mae HUD approved xxxxxxge servixxxmortgage servicer. Xny Each Subservicer of a Mortgage Loan shall be entitled to receive and retain, as provided in the related Subservicing Agreement entered into by and in Section 3.07, the related Subservicing Fee from payments of interest received on such Mortgage Loan after payment of all amounts required to be remitted to the Master Servicer shall include the provision in respect of such Mortgage Loan. For any Mortgage Loan that such Agreement may be immediately terminated (x) with cause and without any termination fee by any Master Servicer hereunder or (y) without cause in which case is a Nonsubserviced Mortgage Loan, the Master Servicer shall be responsible for any termination fee entitled to receive and retain an amount equal to the Subservicing Fee from payments of interest. Unless the context otherwise requires, references in this Agreement to actions taken or penalty resulting therefrom. In addition, each Subservicing Agreement shall provide for to be taken by the Master Servicer in servicing of the Mortgage Loans include actions taken or to be taken by a Subservicer on behalf of the Master Servicer. Each Subservicing Agreement will be upon such terms and conditions as are generally required by, permitted by or consistent with the terms of Program Guide and are not inconsistent with this Servicing Agreement. With the consent of the Indenture Trustee, Agreement and as the Master Servicer and the Subservicers Subservicer have agreed. With the approval of the Master Servicer, a Subservicer may delegate its servicing obligations to third-party servicers, but such Subservicer will remain obligated under the related Subservicing Agreement. The Master Servicer and a Subservicer may enter into amendments thereto or a different form of Subservicing Agreements Agreement, and make amendments the form referred to or included in the Subservicing Agreements Program Guide is merely provided for information and shall not be deemed to limit in any respect the discretion of the Master Servicer to modify or enter into different forms of Subservicing Agreements providing for, among other things, the delegation by the Master Servicer to a Subservicer of additional duties regarding the administration of the Mortgage LoansAgreements; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of either this Servicing Agreement, Agreement or the Program Guide in a manner which would materially and that no such amendment or different form shall be made or entered into which could be reasonably expected to be materially adverse to adversely affect the interests of the BondholdersCertificateholders. The Program Guide and any other Subservicing Agreement entered into between the Master Servicer and any Subservicer shall require the Subservicer to accurately and fully report its borrower credit files to each of the Credit Repositories in a timely manner. (b) As part of its servicing activities hereunder, the Master Servicer, for the benefit of the Trustee and the Certificateholders, shall use its best reasonable efforts to enforce the obligations of each Subservicer under the related Subservicing Agreement and of each Seller under the related Seller's Agreement, to the extent that the non-performance of any such obligation would have a material and adverse effect on a Mortgage Loan, including, without limitation, the consent obligation to purchase a Mortgage Loan on account of defective documentation, as described in Section 2.02, or on account of a breach of a representation or warranty, as described in Section 2.04. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Subservicing Agreements or Seller's Agreements, as appropriate, and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer would employ in its good faith business judgment and which are normal and usual in its general mortgage servicing activities. The Master Servicer shall pay the costs of such enforcement at its own expense, and shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement to the extent, if any, that such recovery exceeds all amounts due in respect of the Holders related Mortgage Loan or (ii) from a specific recovery of Bonds representing costs, expenses or attorneys fees against the party against whom such enforcement is directed. For purposes of clarification only, the parties agree that the foregoing is not less than a majority intended to, and does not, limit the ability of the aggregate Bond Principal Balance Master Servicer to be reimbursed for expenses that are incurred in connection with the enforcement of the Bonds (for which purpose the Class A-IO Bonds will be deemed a Seller's obligations and are reimbursable pursuant to have a Bond Principal Balance equal to 5% of the aggregate Bond Principal Balance of the other Classes of BondsSection 3.10(a)(vii).

Subservicing Agreements Between Master Servicer and Subservicers. (a) The With the consent of the Note Insurer, the Master Servicer may enter into Subservicing Agreements with Subservicers for the servicing and administration of the Mortgage Loans and for the performance of any and all other activities of the Master Servicer hereunder. Each Subservicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans comparable to the Mortgage Loans, and in either case shall be authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the Subservicer to perform its obligations hereunder and under the Subservicing Agreement, and in either case shall be a Freddie Mac or Fannie Mae approved xxxxxxge servixxx. Xny Any Subservicing Agreement entered into by the Master Servicer shall include the provision that such Agreement may be immediately terminated (i) (x) with cause and without any termination fee by any the Note Insurer or the Master Servicer hereunder or and/or (y) without cause by the Master Servicer (with the consent of the Note Insurer, which consent shall not be unreasonably withheld), in which case the Master Servicer shall be solely responsible for any termination fee or penalty resulting therefrom (which shall not be the responsibility of the Indenture Trustee) and (ii) at the option of the Note Insurer upon the termination or resignation of the Master Servicer hereunder, in which case the Master Servicer shall be solely responsible for any termination fee or penalty resulting therefrom. In addition, each Subservicing Agreement shall provide for servicing of the Mortgage Loans consistent with the terms of this Servicing AgreementAgreement and shall provide, in the event of termination or resignation of the Master Servicer, that (i) the Subservicer thereunder may become the successor Master Servicer, with the approval of the Note Insurer, and (ii) if the Subservicer does not elect to become the Master Servicer or is not approved as the successor Master Servicer by the Note Insurer, the Note Insurer may terminate the Subservicer without any termination fee; provided, however, the Master Servicer shall be responsible for any such termination fee. With the consent of the Indenture TrusteeNote Insurer, the Master Servicer and the Subservicers may enter into Subservicing Agreements and make amendments to the Subservicing Agreements or enter into different forms of Subservicing Agreements providing for, among other things, the delegation by the Master Servicer to a Subservicer of additional duties regarding the administration of the Mortgage Loans; provided. As of the date hereof, however, that any such amendments or different forms shall be consistent with and not violate the provisions of this Servicing Agreement, and that no such amendment or different form shall be made or Master Servicer has entered into which could be reasonably expected to be materially adverse to the interests Sub-Servicing Agreement with the Sub-Servicer for the servicing and administration of the BondholdersMortgage Loans and, without with the consent of the Holders Note Insurer, may enter into additional subservicing agreements with subservicers (b) As part of Bonds representing not less than a majority its servicing activities hereunder, the Master Servicer, for the benefit of the aggregate Bond Principal Balance Indenture Trustee, the Note Insurer and the Noteholders, shall enforce the obligations of each Subservicer under the related Subservicing Agreement. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Subservicing Agreements and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer, in its good faith business judgment, would require were it the owner of the Bonds related Mortgage Loans. The Master Servicer shall pay the costs of such enforcement at its own expense, but shall be reimbursed therefor only (for which purpose i) from a general recovery resulting from such enforcement only to the Class A-IO Bonds will be deemed to have a Bond Principal Balance equal to 5% extent, if any, that such recovery exceeds all amounts due in respect of the aggregate Bond Principal Balance related Mortgage Loan or (ii) from a specific recovery of costs, expenses or attorneys' fees against the other Classes of Bonds)party against whom such enforcement is directed.

Subservicing Agreements Between Master Servicer and Subservicers. (a) The Master Servicer may continue in effect Subservicing Agreements entered into by the Master Servicer and Subservicers prior to the execution and delivery of this Agreement, and may enter into new Subservicing Agreements with Subservicers Subservicers, for the servicing and administration of all or some of the Mortgage Loans and for the performance of any and all other activities of the Master Servicer hereunderLoans. Each Subservicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans comparable to the Mortgage Loansloans, and in either case shall be authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the Subservicer to perform its obligations hereunder and under the Subservicing Agreement, and in either case shall be a Freddie Mac FHLMC, FNMA or Fannie Mae HUD approved xxxxxxge servixxxmortgage servicer. Xny Each Subservicer of a Mortgage Loan shall be entitled to receive and retain, as provided in the related Subservicing Agreement entered into by and in Section 3.07, the related Subservicing Fee from payments of interest received on such Mortgage Loan after payment of all amounts required to be remitted to the Master Servicer shall include the provision in respect of such Mortgage Loan. For any Mortgage Loan that such Agreement may be immediately terminated (x) with cause and without any termination fee by any Master Servicer hereunder or (y) without cause in which case is a Nonsubserviced Mortgage Loan, the Master Servicer shall be responsible for any termination fee entitled to receive and retain an amount equal to the Subservicing Fee from payments of interest. Unless the context otherwise requires, references in this Agreement to actions taken or penalty resulting therefrom. In addition, each Subservicing Agreement shall provide for to be taken by the Master Servicer in servicing of the Mortgage Loans consistent with the terms of this Servicing Agreement. With the consent include actions taken or to be taken by a Subservicer on behalf of the Indenture Trustee, Master Servicer. Each Subservicing Agreement will be upon such terms and conditions as are not inconsistent with this Agreement and as the Master Servicer and the Subservicers Subservicer have agreed. With the approval of the Master Servicer, a Subservicer may delegate its servicing obligations to third-party servicers, but such Subservicer will remain obligated under the related Subservicing Agreement. The Master Servicer and a Subservicer may enter into Subservicing Agreements and make amendments to the Subservicing Agreements thereto or enter into a different forms form of Subservicing Agreements providing for, among other things, the delegation by the Master Servicer to a Subservicer of additional duties regarding the administration of the Mortgage LoansAgreement; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of this Servicing Agreement, Agreement in a manner which would materially and that no such amendment or different form shall be made or entered into which could be reasonably expected to be materially adverse to adversely affect the interests of the BondholdersCertificateholders. Each Subservicing Agreement shall contain a provision that in the event the Master Servicer shall no longer be the master servicer hereunder, the Trustee, at its sole option, without any termination fee paid to the consent Subservicer, may terminate any Subservicing Agreement. (b) As part of its servicing activities hereunder, the Master Servicer, for the benefit of the Holders Trustee and the Certificateholders, shall use its best reasonable efforts to enforce the obligations of Bonds representing not less than each Subservicer under the related Subservicing Agreement, to the extent that the non-performance of any such obligation would have a majority material and adverse effect on a Mortgage Loan, including, without limitation, the obligation to purchase a Mortgage Loan on account of a breach of a representation or warranty, as described in Section 2.03. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Subservicing Agreements as appropriate, and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer would employ in its good faith business judgment and which are normal and usual in its general mortgage servicing activities. The Master Servicer shall pay the costs of such enforcement at its own expense, and shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement to the extent, if any, that such recovery exceeds all amounts due in respect of the aggregate Bond Principal Balance related Mortgage Loan or (ii) from a specific recovery of costs, expenses or attorneys fees against the Bonds (for which purpose the Class A-IO Bonds will be deemed to have a Bond Principal Balance equal to 5% of the aggregate Bond Principal Balance of the other Classes of Bonds)party against whom such enforcement is directed.

Subservicing Agreements Between Master Servicer and Subservicers. (a) The Master Servicer may with the consent of the Certificate Insurer enter into Subservicing Agreements with Subservicers for the servicing and administration of the Mortgage Loans Loans; provided, however, that such agreements would not result in a withdrawal or a downgrading by any Rating Agency of the rating on any Class of Certificates. The Trustee and for the performance of any and all other activities Trust Administrator are hereby authorized to acknowledge, at the request of the Master Servicer hereunderServicer, any Subservicing Agreement that meets the requirements applicable to Subservicing Agreements set forth in this Agreement and that is otherwise permitted under this Agreement. Each Subservicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans comparable to the Mortgage Loans, and in either case shall be authorized to transact business in the state or states in which where the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the Subservicer to perform its obligations hereunder and under the Subservicing Agreement, and in either case shall be (ii) a Freddie Xxxxxxx Mac or Fannie Xxxxxx Mae approved xxxxxxge servixxxmortgage servicer and (iii) have equity of at least $5,000,000. Xny Each Subservicing Agreement entered into by must impose on the Master Servicer shall include Subservicer requirements conforming to the provision that such Agreement may be immediately terminated (x) with cause provisions set forth in Section 3.08 and without any termination fee by any Master Servicer hereunder or (y) without cause in which case the Master Servicer shall be responsible for any termination fee or penalty resulting therefrom. In addition, each Subservicing Agreement shall provide for servicing of the Mortgage Loans consistent with the terms of this Servicing AgreementAgreement and be approved in writing by the Certificate Insurer. With The Master Servicer will examine each Subservicing Agreement and will be familiar with the consent of the Indenture Trustee, the terms thereof. The Master Servicer and the Subservicers may enter into Subservicing Agreements and make amendments to the Subservicing Agreements or enter into different forms of Subservicing Agreements providing for, among other things, the delegation by the Master Servicer to a Subservicer of additional duties regarding the administration of the Mortgage LoansAgreements; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of this Servicing AgreementAgreement and be approved in writing by the Certificate Insurer, and that no such amendment or different form shall be made or entered into which could be reasonably expected to be materially adverse to the interests of the Bondholders, Certificate Insurer or Certificateholders without the consent of the Holders of Bonds representing not less than a majority of the aggregate Bond Principal Balance of the Bonds (for which purpose the Class A-IO Bonds will be deemed Certificates entitled to have a Bond Principal Balance equal to 5at least 66% of the aggregate Bond Principal Balance 57 Voting Rights; provided, further, that the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights shall not be required (i) to cure any ambiguity or defect in a Subservicing Agreement, (ii) to correct, modify or supplement any provisions of a Subservicing Agreement, or (iii) to make any other Classes provisions with respect to matters or questions arising under a Subservicing Agreement, which, in each case, shall not be inconsistent with the provisions of Bonds)this Agreement. Any variation without the consent of the Certificate Insurer from the provisions set forth in Section 3.08 relating to insurance or priority requirements of Subservicing Accounts, or credits and charges to the Subservicing Accounts or the timing and amount of remittances by the Subservicers to the Master Servicer, are conclusively deemed to be inconsistent with this Agreement and therefore prohibited. The Master Servicer shall deliver to the Trustee and the Trust Administrator copies of all Subservicing Agreements, and any amendments or modifications thereof, promptly upon the Master Servicer's execution and delivery of such instruments. (b) As part of its servicing activities hereunder, the Master Servicer, for the benefit of the Trustee, the Depositor, the Trust Administrator, the Certificateholders and the Certificate Insurer, shall enforce the obligations of each Subservicer under the related Subservicing Agreement and of the Seller under the Mortgage Loan Purchase Agreement including, without limitation, any obligation to make advances in respect of delinquent payments as required by a Subservicing Agreement or to purchase a Mortgage Loan on account of missing or defective documentation, as described in Section 2.06 hereof. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Subservicing Agreements and the pursuit of other appropriate remedies, shall be in such form and carried out to such extent and at such time as the Master Servicer, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Master Servicer shall pay the costs of such enforcement at its own expense, and shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement, to the extent, if any, that such recovery exceeds all amounts due in respect of the related Mortgage Loans, or (ii) from a specific recovery of costs, expenses or attorneys' fees against the Person against which such enforcement is directed. Notwithstanding anything to the contrary herein, however, enforcement of the Mortgage Loan Purchase Agreement against the Seller shall be effected by the Master Servicer to the extent it is not an affiliate of the Seller, and otherwise by the Trust Administrator in accordance with the foregoing provisions of this paragraph. If such enforcement is conducted by the Trust Administrator, the Trust Administrator shall pay the costs of such enforcement at its own expense, and shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement, to the extent, if any, that such recovery exceeds all amounts due in respect of the related Mortgage Loans, or (ii) from a specific recovery of costs, expenses or attorneys' fees against the Person against which such enforcement is directed; provided, however, if the sources of reimbursement described in clauses (i) and (ii) are insufficient, the Master Servicer shall reimburse the Trust Administrator for any remaining unreimbursed costs of such enforcement.

Subservicing Agreements Between Master Servicer and Subservicers. (a) The Master Servicer may enter into Subservicing Agreements with Subservicers for the servicing and administration of the Mortgage Loans and for the performance of any and all other activities of the Master Servicer hereunder. Each Subservicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans comparable to the Mortgage Loans, and in either case shall be authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the Subservicer to perform its obligations hereunder and under the Subservicing Agreement, and in either case shall be a Freddie Mac or Fannie Mae approved xxxxxxge servixxxmortgage servicer. Xny Subservicing Agreement entered into Any Subservicinx Xxxxxment entxxxx xnto by the Master Servicer shall include the provision that such Agreement may be immediately terminated (x) with cause and without any termination fee by any Master Servicer hereunder or (y) without cause in which case the Master Servicer shall be responsible for any termination fee or penalty resulting therefrom. In addition, each Subservicing Agreement shall provide for servicing of the Mortgage Loans consistent with the terms of this Servicing Agreement. With the consent of the Indenture Trustee, the Master Servicer and the Subservicers may enter into Subservicing Agreements and make amendments to the Subservicing Agreements or enter into different forms of Subservicing Agreements providing for, among other things, the delegation by the Master Servicer to a Subservicer of additional duties regarding the administration of the Mortgage Loans; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of this Servicing Agreement, and that no such amendment or different form shall be made or entered into which could be reasonably expected to be materially adverse to the interests of the Bondholders, without the consent of the Holders of Bonds representing not less than a majority of the aggregate Bond Principal Balance of the Bonds (Bonds. The Master Servicer has entered into Subservicing Agreements with the Initial Subservicers for which purpose the Class A-IO Bonds will be deemed to have a Bond Principal Balance equal to 5% servicing and administration of the aggregate Bond Principal Balance Mortgage Loans and may enter into additional Subservicing Agreements with Subservicers acceptable to the Indenture Trustee for the servicing and administration of certain of the Mortgage Loans. (b) As part of its servicing activities hereunder, the Master Servicer, for the benefit of the Indenture Trustee, the Bond Insurer and the Bondholders, shall enforce the obligations of each Subservicer under the related Subservicing Agreement. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Subservicing Agreements and the pursuit of other Classes appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer, in its good faith business judgment, would require were it the owner of Bonds)the related Mortgage Loans. The Master Servicer shall pay the costs of such enforcement at its own expense, but shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement only to the extent, if any, that such recovery exceeds all amounts due in respect of the related Mortgage Loan or (ii) from a specific recovery of costs, expenses or attorneys' fees against the party against whom such enforcement is directed. (c) [reserved].

Subservicing Agreements Between Master Servicer and Subservicers. (aa)(a) The Master Servicer may enter into Subservicing Agreements with Subservicers for the servicing and administration of the Mortgage Loans and for the performance of any and all other activities of the Master Servicer hereunder. Each Subservicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans comparable to the Mortgage Loans, and in either case shall be authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the Subservicer to perform its obligations hereunder and under the Subservicing Agreement, and in either case shall be a Freddie Mac or Fannie Mae approved xxxxxxge servixxxxxxxxxxe servicxx. Xny Xxy Subservicing Agreement entered into by the Master Servicer shall include the provision that such Agreement may be immediately terminated (x) with cause and without any termination fee by any Master Servicer hereunder or (y) without cause in which case the Master Servicer shall be responsible for any termination fee or penalty resulting therefrom. In addition, each Subservicing Agreement shall provide for servicing of the Mortgage Loans consistent with the terms of this Servicing Agreement. With the consent of the Indenture Trustee, the Master Servicer and the Subservicers may enter into Subservicing Agreements and make amendments to the Subservicing Agreements or enter into different forms of Subservicing Agreements providing for, among other things, the delegation by the Master Servicer to a Subservicer of additional duties regarding the administration of the Mortgage Loans; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of this Servicing Agreement, and that no such amendment or different form shall be made or entered into which could be reasonably expected to be materially adverse to the interests of the Bondholders, without the consent of the Holders of Bonds representing not less than a majority of the aggregate Bond Principal Balance of the Bonds (Bonds. The Master Servicer has entered into Subservicing Agreements with the Initial Subservicers for which purpose the Class A-IO Bonds will be deemed to have a Bond Principal Balance equal to 5% servicing and administration of the aggregate Bond Principal Balance Mortgage Loans and may enter into additional Subservicing Agreements with Subservicers acceptable to the Indenture Trustee for the servicing and administration of certain of the other Classes of Bonds)Mortgage Loans.

Subservicing Agreements Between Master Servicer and Subservicers. (a) The Master Servicer may enter into Subservicing Agreements with Subservicers for the servicing and administration of the Mortgage Loans and for the performance of any and all other activities of the Master Servicer hereunder. Each Subservicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans comparable to the Mortgage Loans, and in either case shall be authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the Subservicer to perform its obligations hereunder and under the Subservicing Agreement, and in either case shall be a Freddie Mac or Fannie Mae approved xxxxxxge servixxxxxxxxxxe servicxx. Xny Xxy Subservicing Agreement entered into by the Master Servicer shall include the provision that such Agreement may be immediately terminated (x) with cause and without any termination fee by any Master Servicer hereunder or (y) without cause in which case the Master Servicer shall be responsible for any termination fee or penalty resulting therefrom. In addition, each Subservicing Agreement shall provide for servicing of the Mortgage Loans consistent with the terms of this Servicing Agreement. With the consent of the Indenture Trustee, the Master Servicer and the Subservicers may enter into Subservicing Agreements and make amendments to the Subservicing Agreements or enter into different forms of Subservicing Agreements providing for, among other things, the delegation by the Master Servicer to a Subservicer of additional duties regarding the administration of the Mortgage Loans; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of this Servicing Agreement, and that no such amendment or different form shall be made or entered into which could be reasonably expected to be materially adverse to the interests of the Bondholders, without the consent of the Holders of Bonds representing not less than a majority of the aggregate Bond Principal Balance of the Bonds (Bonds. The Master Servicer has entered into Subservicing Agreements with the Initial Subservicers for which purpose the Class A-IO Bonds will be deemed to have a Bond Principal Balance equal to 5% servicing and administration of the aggregate Bond Principal Balance Mortgage Loans and may enter into additional Subservicing Agreements with Subservicers acceptable to the Indenture Trustee for the servicing and administration of certain of the Mortgage Loans. (b) As part of its servicing activities hereunder, the Master Servicer, for the benefit of the Indenture Trustee and the Bondholders, shall enforce the obligations of each Subservicer under the related Subservicing Agreement. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Subservicing Agreements and the pursuit of other Classes appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer, in its good faith business judgment, would require were it the owner of Bonds)the related Mortgage Loans. The Master Servicer shall pay the costs of such enforcement at its own expense, but shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement only to the extent, if any, that such recovery exceeds all amounts due in respect of the related Mortgage Loan or (ii) from a specific recovery of costs, expenses or attorneys' fees against the party against whom such enforcement is directed. (c) The Master Servicer represents that it has entered into a contract regarding the sale of sub-servicing rights with respect to the Countrywide Loans with Countrywide Home Loans, Inc. ("Countrywide") and shall transfer the subservicing of the Loans from Wendover to Countrywide on or about August 1, 2001. The Indenture Trustee hereby consents to such transfer.

Subservicing Agreements Between Master Servicer and Subservicers. (a) The Master Servicer may enter into Subservicing Agreements with Subservicers for the servicing and administration of the Mortgage Loans and for the performance of any and all other activities of the Master Servicer hereunder. Each Subservicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans comparable to the Mortgage Loans, and in either case shall be authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the Subservicer to perform its obligations hereunder and under the Subservicing Agreement, and in either case shall be a Freddie Xxxxxxx Mac or Fannie Xxxxxx Mae approved xxxxxxge servixxxmortgage servicer. Xny Any Subservicing Agreement entered into by the Master Servicer shall include the provision that such Agreement may be immediately terminated (x) with cause and without any termination fee by any Master Servicer hereunder or (y) without cause in which case the Master Servicer shall be responsible for any termination fee or penalty resulting therefrom. In addition, each Subservicing Agreement shall provide for servicing of the Mortgage Loans consistent with the terms of this Servicing Agreement. With the consent of the Indenture Trustee, the The Master Servicer and the Subservicers may enter into Subservicing Agreements and make amendments to the Subservicing Agreements or enter into different forms of Subservicing Agreements providing for, among other things, the delegation by the Master Servicer to a Subservicer of additional duties regarding the administration of the Mortgage Loans; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of this Servicing Agreement, and that no such amendment or different form shall be made or entered into which could be reasonably expected to be materially adverse to the interests of the Bondholders, without the consent of the Holders of Bonds representing not less than a majority of the aggregate Bond Principal Balance of the Bonds (Bonds. The Master Servicer has entered into Subservicing Agreements with the Initial Subservicers for which purpose the Class A-IO Bonds will be deemed to have a Bond Principal Balance equal to 5% servicing and administration of the aggregate Bond Principal Balance Mortgage Loans and may enter into additional Subservicing Agreements with Subservicers acceptable to the Indenture Trustee for the servicing and administration of certain of the Mortgage Loans. (b) As part of its servicing activities hereunder, the Master Servicer, for the benefit of the Indenture Trustee and the Bondholders, shall enforce the obligations of each Subservicer under the related Subservicing Agreement. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Subservicing Agreements and the pursuit of other Classes appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer, in its good faith business judgment, would require were it the owner of Bonds)the related Mortgage Loans. The Master Servicer shall pay the costs of such enforcement at its own expense, but shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement only to the extent, if any, that such recovery exceeds all amounts due in respect of the related Mortgage Loan or (ii) from a specific recovery of costs, expenses or attorneys' fees against the party against whom such enforcement is directed. (c) The Master Servicer represents that it has entered into a contract regarding the sale of sub-servicing rights with respect to the ARM Loans with Countrywide Home Loans Servicing LP ("Countrywide") and shall transfer the subservicing of the Mortgage Loans from Wendover to Countrywide or an affiliate thereof on or about May 1, 2003. The Master Servicer represents that it has entered into a contract regarding the sale of sub-servicing rights with respect to the Fixed Rate Loans with Wendover. The Indenture Trustee hereby consents to such transfer with respect to the ARM Loans.

Subservicing Agreements Between Master Servicer and Subservicers. (a) The Master Servicer may with the consent of the Certificate Insurer enter into Subservicing Agreements with Subservicers for the servicing and administration of the Mortgage Loans Loans; provided, however, that such agreements would not result in a withdrawal or a downgrading by any Rating Agency of the rating on any Class of Certificates. The Trustee and for the performance of any and all other activities Trust Administrator are hereby authorized to acknowledge, at the request of the Master Servicer hereunderServicer, any Subservicing Agreement that meets the requirements applicable to Subservicing Agreements set forth in this Agreement and that is otherwise permitted under this Agreement. Each Subservicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans comparable to the Mortgage Loans, and in either case shall be authorized to transact business in the state or states in which where the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the Subservicer to perform its obligations hereunder and under the Subservicing Agreement, and in either case shall be (ii) a Freddie Xxxxxxx Mac or Fannie Xxxxxx Mae approved xxxxxxge servixxxmortgage servicer and (iii) have equity of at least $5,000,000. Xny Each Subservicing Agreement entered into by must impose on the Master Servicer shall include Subservicer requirements conforming to the provision that such Agreement may be immediately terminated (x) with cause provisions set forth in Section 3.08 and without any termination fee by any Master Servicer hereunder or (y) without cause in which case the Master Servicer shall be responsible for any termination fee or penalty resulting therefrom. In addition, each Subservicing Agreement shall provide for servicing of the Mortgage Loans consistent with the terms of this Servicing AgreementAgreement and be approved in writing by the Certificate Insurer. With The Master Servicer will examine each Subservicing Agreement and will be familiar with the consent of the Indenture Trustee, the terms thereof. The Master Servicer and the Subservicers may enter into Subservicing Agreements and make amendments to the Subservicing Agreements or enter into different forms of Subservicing Agreements providing for, among other things, the delegation by the Master Servicer to a Subservicer of additional duties regarding the administration of the Mortgage LoansAgreements; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of this Servicing AgreementAgreement and be approved in writing by the Certificate Insurer, and that no such amendment or different form shall be made or entered into which could be reasonably expected to be materially adverse to the interests of the Bondholders, Certificate Insurer or Certificateholders without the consent of the Holders of Bonds representing not less than a majority of the aggregate Bond Principal Balance of the Bonds (for which purpose the Class A-IO Bonds will be deemed Certificates entitled to have a Bond Principal Balance equal to 5at least 66% of the aggregate Bond Principal Balance Voting Rights; provided, further, that the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights shall not be required (i) to cure any ambiguity or defect in a Subservicing Agreement, (ii) to correct, modify or supplement any provisions of a Subservicing Agreement, or (iii) to make any other Classes provisions with respect to matters or questions arising under a Subservicing Agreement, which, in each case, shall not be inconsistent with the provisions of Bonds)this Agreement. Any variation without the consent of the Certificate Insurer from the provisions set forth in Section 3.08 relating to insurance or priority requirements of Subservicing Accounts, or credits and charges to the Subservicing Accounts or the timing and amount of remittances by the Subservicers to the Master Servicer, are conclusively deemed to be inconsistent with this Agreement and therefore prohibited. The Master Servicer shall deliver to the Trustee and the Trust Administrator copies of all Subservicing Agreements, and any amendments or modifications thereof, promptly upon the Master Servicer's execution and delivery of such instruments. (b) As part of its servicing activities hereunder, the Master Servicer, for the benefit of the Trustee, the Depositor, the Trust Administrator, the Certificateholders and the Certificate Insurer, shall enforce the obligations of each Subservicer under the related Subservicing Agreement and of the Originator and the Seller under the Mortgage Loan Purchase Agreement including, without limitation, any obligation to make advances in respect of delinquent payments as required by a Subservicing Agreement or to purchase a Mortgage Loan on account of missing or defective documentation or on account of a breach of a representation, warranty or covenant, as described in Section 2.06. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Subservicing Agreements and the pursuit of other appropriate remedies, shall be in such form and carried out to such extent and at such time as the Master Servicer, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Master Servicer shall pay the costs of such enforcement at its own expense, and shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement, to the extent, if any, that such recovery exceeds all amounts due in respect of the related Mortgage Loans or (ii) from a specific recovery of costs, expenses or attorneys' fees against the Person against which such enforcement is directed. Notwithstanding anything to the contrary herein, however, enforcement of the Mortgage Loan Purchase Agreement against the Originator and the Seller shall be effected by the Master Servicer to the extent it is not an affiliate of the Seller, and otherwise by the Trust Administrator in accordance with the foregoing provisions of this paragraph. If such enforcement is conducted by the Trust Administrator, the Trust Administrator shall pay the costs of such enforcement at its own expense, and shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement, to the extent, if any, that such recovery exceeds all amounts due in respect of the related Mortgage Loans or (ii) from a specific recovery of costs, expenses or attorneys' fees against the Person against which such enforcement is directed; provided, however, if the sources of reimbursement described in clauses (i) and (ii) are insufficient, the Master Servicer shall reimburse the Trust Administrator for any remaining unreimbursed costs of such enforcement.

Subservicing Agreements Between Master Servicer and Subservicers. (a) The Master Servicer may enter into Subservicing Agreements with Subservicers for the servicing and administration of the Mortgage Loans and for the performance of any and all other activities of the Master Servicer hereunder. Each Subservicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans comparable to the Mortgage Loans, and in either case shall be authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the Subservicer to perform its obligations hereunder and under the Subservicing Agreement, and in either case shall be a Freddie Mac or Fannie Mae approved xxxxxxge servixxx. Xny Subservicing Agreement entered into by the Master Servicer shall include the provision that such Agreement may be immediately terminated (x) with cause and without any termination fee by any Master Servicer hereunder or (y) without cause in which case the Master Servicer shall be responsible for any termination fee or penalty resulting therefrom. In addition, each Subservicing Agreement shall provide for servicing of the Mortgage Loans consistent with the terms of this Servicing Agreement. With the consent of the Indenture Trustee, the Master Servicer and the Subservicers may enter into Subservicing Agreements and make amendments to the Subservicing Agreements or enter into different forms of Subservicing Agreements providing for, among other things, the delegation by the Master Servicer to a Subservicer of additional duties regarding the administration of the Mortgage Loans; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of this Servicing Agreement, and that no such amendment or different form shall be made or entered into which could be reasonably expected to be materially adverse to the interests of the Bondholders, without the consent of the Holders of Bonds representing not less than a majority of the aggregate Bond Principal Balance of the Bonds (Bonds. The Master Servicer has entered into Subservicing Agreements with the Initial Subservicers for which purpose the Class A-IO Bonds will be deemed to have a Bond Principal Balance equal to 5% servicing and administration of the aggregate Bond Principal Balance Mortgage Loans and may enter into additional Subservicing Agreements with Subservicers acceptable to the Indenture Trustee for the servicing and administration of certain of the Mortgage Loans. (b) As part of its servicing activities hereunder, the Master Servicer, for the benefit of the Indenture Trustee and the Bondholders, shall enforce the obligations of each Subservicer under the related Subservicing Agreement. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Subservicing Agreements and the pursuit of other Classes appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer, in its good faith business judgment, would require were it the owner of Bonds)the related Mortgage Loans. The Master Servicer shall pay the costs of such enforcement at its own expense, but shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement only to the extent, if any, that such recovery exceeds all amounts due in respect of the related Mortgage Loan or (ii) from a specific recovery of costs, expenses or attorneys' fees against the party against whom such enforcement is directed. (c) The Master Servicer represents that it has entered into a contract regarding the sale of sub-servicing rights with respect to the Group 1 Loans with Countrywide Home Loans Servicing LP ("Countrywide") and shall transfer the subservicing of the Mortgage Loans from Wendover to Countrywide or an affiliate thereof on or about October 1, 2003. The Indenture Trustee hereby consents to such transfer with respect to the Group 1 Loans. The Master Servicer represents that it has entered into a subservicing agreement with respect to the Group 2 Loans with Midland Loan Services, Inc.

Subservicing Agreements Between Master Servicer and Subservicers. (a) The Master Servicer may enter into Subservicing Agreements with Subservicers for the servicing and administration of the Mortgage Loans and for the performance of any and all other activities of the Master Servicer hereunder. Each Subservicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans comparable to the Mortgage Loans, and in either case shall be authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the Subservicer to perform its obligations hereunder and under the Subservicing Agreement, and in either case shall be a Freddie Mac or Fannie Mae approved xxxxxxge servixxxxxxxxxxe servicxx. Xny Xxy Subservicing Agreement entered into by the Master Servicer shall include the provision that such Agreement may be immediately terminated (x) with cause and without any termination fee by any Master Servicer hereunder or (y) without cause in which case the Master Servicer shall be responsible for any termination fee or penalty resulting therefrom. In addition, each Subservicing Agreement shall provide for servicing of the Mortgage Loans consistent with the terms of this Servicing Agreement. With the consent of the Indenture TrusteeTrustee and the Bond Insurer, the Master Servicer and the Subservicers may enter into Subservicing Agreements and make amendments to the Subservicing Agreements or enter into different forms of Subservicing Agreements providing for, among other things, the delegation by the Master Servicer to a Subservicer of additional duties regarding the administration of the Mortgage Loans; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of this Servicing Agreement, and that no such amendment or different form shall be made or entered into which could be reasonably expected to be materially adverse to the interests of the Bond Insurer or the Bondholders, without the consent of the Holders of Bonds representing not less than a majority of the aggregate Bond Principal Balance of the Bonds (Bonds. The Master Servicer has entered into Subservicing Agreements with the Initial Subservicers for which purpose the Class A-IO Bonds will be deemed to have a Bond Principal Balance equal to 5% servicing and administration of the aggregate Mortgage Loans and may enter into additional Subservicing Agreements with Subservicers acceptable to the Indenture Trustee and the Bond Principal Balance Insurer for the servicing and administration of certain of the Mortgage Loans. (b) As part of its servicing activities hereunder, the Master Servicer, for the benefit of the Indenture Trustee, the Bond Insurer and the Bondholders, shall enforce the obligations of each Subservicer under the related Subservicing Agreement. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Subservicing Agreements and the pursuit of other Classes appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer, in its good faith business judgment, would require were it the owner of Bonds)the related Mortgage Loans. The Master Servicer shall pay the costs of such enforcement at its own expense, but shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement only to the extent, if any, that such recovery exceeds all amounts due in respect of the related Mortgage Loan or (ii) from a specific recovery of costs, expenses or attorneys' fees against the party against whom such enforcement is directed. (c) The Master Servicer represents that it has entered into a contract regarding the sale of sub-servicing rights with respect to the Countrywide Loans with Countrywide Home Loans, Inc. ("Countrywide") and shall transfer the subservicing of the Loans from Wendover to Countrywide on or about January 1, 2001. The Indenture Trustee hereby consents to such transfer.

Subservicing Agreements Between Master Servicer and Subservicers. (a) The Master Servicer may enter into Subservicing Agreements with Subservicers for the servicing and administration of the Mortgage Loans and for the performance of any and all other activities of the Master Servicer hereunder. Each Subservicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans comparable to the Mortgage Loans, and in either case shall be authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the Subservicer to perform its obligations hereunder and under the Subservicing Agreement, and in either case shall be a Freddie Mac or Fannie Mae approved xxxxxxge servixxxxxxxxxxe servicxx. Xny Xxy Subservicing Agreement entered into by the Master Servicer shall include the provision that such Agreement may be immediately terminated (x) with cause and without any termination fee by any Master Servicer hereunder or (y) without cause in which case the Master Servicer shall be responsible for any termination fee or penalty resulting therefrom. In addition, each Subservicing Agreement shall provide for servicing of the Mortgage Loans consistent with the terms of this Servicing Agreement. With the consent of the Indenture TrusteeTrustee and the Bond Insurer, the Master Servicer and the Subservicers may enter into Subservicing Agreements and make amendments to the Subservicing Agreements or enter into different forms of Subservicing Agreements providing for, among other things, the delegation by the Master Servicer to a Subservicer of additional duties regarding the administration of the Mortgage Loans; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of this Servicing Agreement, and that no such amendment or different form shall be made or entered into which could be reasonably expected to be materially adverse to the interests of the Bond Insurer or the Bondholders, without the consent of the Holders of Bonds representing not less than a majority of the aggregate Bond Principal Balance of the Bonds (Bonds. The Master Servicer has entered into Subservicing Agreements with the Initial Subservicers for which purpose the Class A-IO Bonds will be deemed to have a Bond Principal Balance equal to 5% servicing and administration of the aggregate Mortgage Loans and may enter into additional Subservicing Agreements with Subservicers acceptable to the Indenture Trustee and the Bond Principal Balance Insurer for the servicing and administration of certain of the Mortgage Loans. (b) As part of its servicing activities hereunder, the Master Servicer, for the benefit of the Indenture Trustee, the Bond Insurer and the Bondholders, shall enforce the obligations of each Subservicer under the related Subservicing Agreement. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Subservicing Agreements and the pursuit of other Classes appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer, in its good faith business judgment, would require were it the owner of Bonds)the related Mortgage Loans. The Master Servicer shall pay the costs of such enforcement at its own expense, but shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement only to the extent, if any, that such recovery exceeds all amounts due in respect of the related Mortgage Loan or (ii) from a specific recovery of costs, expenses or attorneys' fees against the party against whom such enforcement is directed. (c) The Master Servicer represents that it has entered into a contract regarding the sale of sub-servicing rights with respect to the Mortgage Loans with Countrywide Home Loans Servicing LP ("Countrywide") and shall transfer the subservicing of the Mortgage Loans from Wendover to Countrywide or an affiliate thereof on or about November 1, 2002. The Indenture Trustee and the Bond Insurer hereby consents to such transfer.

Subservicing Agreements Between Master Servicer and Subservicers. (a) The Master Servicer may enter into Subservicing Agreements with Subservicers for the servicing and administration of the Mortgage Loans and for the performance of any and all other activities of the Master Servicer hereunder. Each Subservicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans comparable to the Mortgage Loans, and in either case shall be authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the Subservicer to perform its obligations hereunder and under the Subservicing Agreement, and in either case shall be a Freddie Xxxxxxx Mac or Fannie Xxxxxx Mae approved xxxxxxge servixxxmortgage servicer. Xny Any Subservicing Agreement entered into by the Master Servicer shall include the provision that such Agreement may be immediately terminated (x) with cause and without any termination fee by any Master Servicer hereunder or (y) without cause in which case the Master Servicer shall be responsible for any termination fee or penalty resulting therefrom. In addition, each Subservicing Agreement shall provide for servicing of the Mortgage Loans consistent with the terms of this Servicing Agreement. With the consent of the Indenture TrusteeTrustee and the Bond Insurer, the Master Servicer and the Subservicers may enter into Subservicing Agreements and make amendments to the Subservicing Agreements or enter into different forms of Subservicing Agreements providing for, among other things, the delegation by the Master Servicer to a Subservicer of additional duties regarding the administration of the Mortgage Loans; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of this Servicing Agreement, and that no such amendment or different form shall be made or entered into which could be reasonably expected to be materially adverse to the interests of the Bond Insurer or the Bondholders, without the consent of the Holders of Bonds representing not less than a majority of the aggregate Bond Principal Balance of the Bonds (Bonds. The Master Servicer has entered into Subservicing Agreements with the Initial Subservicers for which purpose the Class A-IO Bonds will be deemed to have a Bond Principal Balance equal to 5% servicing and administration of the aggregate Mortgage Loans and may enter into additional Subservicing Agreements with Subservicers acceptable to the Indenture Trustee and the Bond Principal Balance Insurer for the servicing and administration of certain of the Mortgage Loans. (b) As part of its servicing activities hereunder, the Master Servicer, for the benefit of the Indenture Trustee, the Bond Insurer and the Bondholders, shall enforce the obligations of each Subservicer under the related Subservicing Agreement. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Subservicing Agreements and the pursuit of other Classes appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer, in its good faith business judgment, would require were it the owner of Bonds)the related Mortgage Loans. The Master Servicer shall pay the costs of such enforcement at its own expense, but shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement only to the extent, if any, that such recovery exceeds all amounts due in respect of the related Mortgage Loan or (ii) from a specific recovery of costs, expenses or attorneys' fees against the party against whom such enforcement is directed. (c) The Master Servicer represents that it has entered into a contract regarding the sale of sub-servicing rights with respect to the Mortgage Loans with Countrywide Home Loans Servicing LP ("Countrywide") and shall transfer the subservicing of the Mortgage Loans from Wendover to Countrywide or an affiliate thereof on or about July 1, 2002, with respect to the Initial Mortgage Loans, or no later than three months after the date of transfer to the trust, with respect to the Subsequent Mortgage Loans. The Indenture Trustee and the Bond Insurer hereby consents to such transfer.

Subservicing Agreements Between Master Servicer and Subservicers. (a) The Master Servicer may enter into Subservicing Agreements with Subservicers for the servicing and administration of the Mortgage Loans and for the performance of any and all other activities of the Master Servicer hereunder. Each Subservicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans comparable to the Mortgage Loans, and in either case shall be authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the Subservicer to perform its obligations hereunder and under the Subservicing Agreement, and in either case shall be a Freddie Xxxxxxx Mac or Fannie Xxxxxx Mae approved xxxxxxge servixxxmortgage servicer. Xny Any Subservicing Agreement entered into by the Master Servicer shall include the provision that such Agreement may be immediately terminated (x) with cause and without any termination fee by any Master Servicer hereunder or (y) without cause in which case the Master Servicer shall be responsible for any termination fee or penalty resulting therefrom. In addition, each Subservicing Agreement shall provide for servicing of the Mortgage Loans consistent with the terms of this Servicing Agreement. With the consent of the Indenture Trustee, the The Master Servicer and the Subservicers may enter into Subservicing Agreements and make amendments to the Subservicing Agreements or enter into different forms of Subservicing Agreements providing for, among other things, the delegation by the Master Servicer to a Subservicer of additional duties regarding the administration of the Mortgage Loans; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of this Servicing Agreement, and that no such amendment or different form shall be made or entered into which could be reasonably expected to be materially adverse to the interests of the Bondholders, without the consent of the Holders of Bonds representing not less than a majority of the aggregate Bond Principal Balance of the Bonds (Bonds. The Master Servicer has entered into Subservicing Agreements with the Initial Subservicers for which purpose the Class A-IO Bonds will be deemed to have a Bond Principal Balance equal to 5% servicing and administration of the aggregate Bond Principal Balance Mortgage Loans and may enter into additional Subservicing Agreements with Subservicers acceptable to the Indenture Trustee for the servicing and administration of certain of the Mortgage Loans. (b) As part of its servicing activities hereunder, the Master Servicer, for the benefit of the Indenture Trustee and the Bondholders, shall enforce the obligations of each Subservicer under the related Subservicing Agreement. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Subservicing Agreements and the pursuit of other Classes appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer, in its good faith business judgment, would require were it the owner of Bonds)the related Mortgage Loans. The Master Servicer shall pay the costs of such enforcement at its own expense, but shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement only to the extent, if any, that such recovery exceeds all amounts due in respect of the related Mortgage Loan or (ii) from a specific recovery of costs, expenses or attorneys' fees against the party against whom such enforcement is directed. (c) The Master Servicer represents that it has entered into a contract regarding the sale of sub-servicing rights with respect to the ARM Loans with Countrywide Home Loans Servicing LP ("Countrywide") and shall transfer the subservicing of the Mortgage Loans from Wendover to Countrywide or an affiliate thereof on or about July 1, 2003. The Master Servicer represents that it has entered into a contract regarding the sale of sub-servicing rights with respect to the Fixed Rate Second Lien Loans with Wendover. The Master Servicer represents that it has entered into a contract regarding the sale of sub-servicing rights with respect to the Fixed Rate First Lien Loans with Countrywide. The Indenture Trustee hereby consents to such transfer with respect to the ARM Loans.

Subservicing Agreements Between Master Servicer and Subservicers. (a) The Master Servicer may enter into Subservicing Agreements with Subservicers for the servicing and administration of the Mortgage Loans and for the performance of any and all other activities of the Master Servicer hereunder. Each Subservicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans comparable to the Mortgage Loans, and in either case shall be authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the Subservicer to perform its obligations hereunder and under the Subservicing Agreement, and in either case shall be a Freddie Xxxxxxx Mac or Fannie Xxxxxx Mae approved xxxxxxge servixxxmortgage servicer. Xny Any Subservicing Agreement entered into by the Master Servicer shall include the provision that such Agreement may be immediately terminated (x) with cause and without any termination fee by any Master Servicer hereunder or (y) without cause in which case the Master Servicer shall be responsible for any termination fee or penalty resulting therefrom. In addition, each Subservicing Agreement shall provide for servicing of the Mortgage Loans consistent with the terms of this Servicing Agreement. With the consent of the Indenture Trustee, the Master Servicer and the Subservicers may enter into Subservicing Agreements and make amendments to the Subservicing Agreements or enter into different forms of Subservicing Agreements providing for, among other things, the delegation by the Master Servicer to a Subservicer of additional duties regarding the administration of the Mortgage Loans; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of this Servicing Agreement, and that no such amendment or different form shall be made or entered into which could be reasonably expected to be materially adverse to the interests of the Bondholders, without the consent of the Holders of Bonds representing not less than a majority of the aggregate Bond Principal Balance of the Bonds (Bonds. The Master Servicer has entered into Subservicing Agreements with the Initial Subservicers for which purpose the Class A-IO Bonds will be deemed to have a Bond Principal Balance equal to 5% servicing and administration of the aggregate Bond Principal Balance Mortgage Loans and may enter into additional Subservicing Agreements with Subservicers acceptable to the Indenture Trustee for the servicing and administration of certain of the Mortgage Loans. (b) As part of its servicing activities hereunder, the Master Servicer, for the benefit of the Indenture Trustee and the Bondholders, shall enforce the obligations of each Subservicer under the related Subservicing Agreement. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Subservicing Agreements and the pursuit of other Classes appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer, in its good faith business judgment, would require were it the owner of Bonds)the related Mortgage Loans. The Master Servicer shall pay the costs of such enforcement at its own expense, but shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement only to the extent, if any, that such recovery exceeds all amounts due in respect of the related Mortgage Loan or (ii) from a specific recovery of costs, expenses or attorneys' fees against the party against whom such enforcement is directed. (c) [reserved].

Subservicing Agreements Between Master Servicer and Subservicers. (a) The Master Servicer may enter into Subservicing Agreements with Subservicers for the servicing and administration of the Mortgage Loans and for the performance of any and all other activities of the Master Servicer hereunder. Each Subservicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans comparable to the Mortgage Loans, and in either case shall be authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the Subservicer to perform its obligations hereunder and under the Subservicing Agreement, and in either case shall be a Freddie Fxxxxxx Mac or Fannie Fxxxxx Mae approved xxxxxxge servixxxmortgage servicer. Xny Any Subservicing Agreement entered into by the Master Servicer shall include the provision that such Agreement may be immediately terminated (x) with cause and without any termination fee by any Master Servicer hereunder or (y) without cause in which case the Master Servicer shall be responsible for any termination fee or penalty resulting therefrom. In addition, each Subservicing Agreement shall provide for servicing of the Mortgage Loans consistent with the terms of this Servicing Agreement. With the consent of the Indenture Trustee, the Master Servicer and the Subservicers may enter into Subservicing Agreements and make amendments to the Subservicing Agreements or enter into different forms of Subservicing Agreements providing for, among other things, the delegation by the Master Servicer to a Subservicer of additional duties regarding the administration of the Mortgage Loans; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of this Servicing Agreement, and that no such amendment or different form shall be made or entered into which could be reasonably expected to be materially adverse to the interests of the Bondholders, without the consent of the Holders of Bonds representing not less than a majority of the aggregate Bond Principal Balance of the Bonds (Bonds. The Master Servicer has entered into Subservicing Agreements with the Initial Subservicers for which purpose the Class A-IO Bonds will be deemed to have a Bond Principal Balance equal to 5% servicing and administration of the aggregate Bond Principal Balance Mortgage Loans and may enter into additional Subservicing Agreements with Subservicers acceptable to the Indenture Trustee for the servicing and administration of certain of the Mortgage Loans. (b) As part of its servicing activities hereunder, the Master Servicer, for the benefit of the Indenture Trustee and the Bondholders, shall enforce the obligations of each Subservicer under the related Subservicing Agreement. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Subservicing Agreements and the pursuit of other Classes appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer, in its good faith business judgment, would require were it the owner of Bonds)the related Mortgage Loans. The Master Servicer shall pay the costs of such enforcement at its own expense, but shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement only to the extent, if any, that such recovery exceeds all amounts due in respect of the related Mortgage Loan or (ii) from a specific recovery of costs, expenses or attorneys' fees against the party against whom such enforcement is directed. (c) The Master Servicer represents that it has entered into a contract regarding the sale of sub-servicing rights with respect to the Group 1 Loans with GMAC Mortgage Corporation ("GMAC") and shall transfer the subservicing of the Group 1 Loans from Countrywide Home Loans Servicing LP to GMAC or an affiliate thereof on or about May 1, 2005. The Indenture Trustee hereby consents to such transfer with respect to the Group 1 Loans. The Master Servicer represents that it has entered into a subservicing agreement with respect to the Group 2 Loans with Midland Loan Services, Inc.

Subservicing Agreements Between Master Servicer and Subservicers. (a) The Master Servicer may enter into Subservicing Agreements with Subservicers for the servicing and administration of the Mortgage Loans and for the performance of any and all other activities of the Master Servicer hereunder. Each Subservicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans comparable to the Mortgage Loans, and in either case shall be authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the Subservicer to perform its obligations hereunder and under the Subservicing Agreement, and in either case shall be a Freddie Mac or Fannie Mae approved xxxxxxge servixxx. Xny Subservicing Agreement entered into by the Master Servicer shall include the provision that such Agreement may be immediately terminated (x) with cause and without any termination fee by any Master Servicer hereunder or (y) without cause in which case the Master Servicer shall be responsible for any termination fee or penalty resulting therefrom. In addition, each Subservicing Agreement shall provide for servicing of the Mortgage Loans consistent with the terms of this Servicing Agreement. With the consent of the Indenture TrusteeTrustee and the Bond Insurer, the Master Servicer and the Subservicers may enter into Subservicing Agreements and make amendments to the Subservicing Agreements or enter into different forms of Subservicing Agreements providing for, among other things, the delegation by the Master Servicer to a Subservicer of additional duties regarding the administration of the Mortgage Loans; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of this Servicing Agreement, and that no such amendment or different form shall be made or entered into which could be reasonably expected to be materially adverse to the interests of the Bond Insurer or the Bondholders, without the consent of the Holders of Bonds representing not less than a majority of the aggregate Bond Principal Balance of the Bonds (Bonds. The Master Servicer has entered into Subservicing Agreements with the Initial Subservicers for which purpose the Class A-IO Bonds will be deemed to have a Bond Principal Balance equal to 5% servicing and administration of the aggregate Mortgage Loans and may enter into additional Subservicing Agreements with Subservicers acceptable to the Indenture Trustee and the Bond Principal Balance Insurer for the servicing and administration of certain of the Mortgage Loans. (b) As part of its servicing activities hereunder, the Master Servicer, for the benefit of the Indenture Trustee, the Bond Insurer and the Bondholders, shall enforce the obligations of each Subservicer under the related Subservicing Agreement. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Subservicing Agreements and the pursuit of other Classes appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer, in its good faith business judgment, would require were it the owner of Bonds)the related Mortgage Loans. The Master Servicer shall pay the costs of such enforcement at its own expense, but shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement only to the extent, if any, that such recovery exceeds all amounts due in respect of the related Mortgage Loan or (ii) from a specific recovery of costs, expenses or attorneys' fees against the party against whom such enforcement is directed. (c) The Master Servicer represents that it has entered into a contract regarding the sale of sub-servicing rights with respect to the Mortgage Loans with Countrywide Home Loans Servicing LP ("Countrywide") and shall transfer the subservicing of the Mortgage Loans from Wendover to Countrywide or an affiliate thereof on or about September 1, 2002, with respect to the Initial Mortgage Loans, or no later than three months after the date of transfer to the trust, with respect to the Subsequent Mortgage Loans. The Indenture Trustee and the Bond Insurer hereby consents to such transfer.

Subservicing Agreements Between Master Servicer and Subservicers. (a) The Master Servicer may enter into Subservicing Agreements with Subservicers for the servicing and administration of the Mortgage Loans and for the performance of any and all other activities of the Master Servicer hereunder. Each Subservicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans comparable to the Mortgage Loans, and in either case shall be authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the Subservicer to perform its obligations hereunder and under the related Subservicing Agreement, and in either case shall be a Freddie Mac or Fannie Mae approved xxxxxxge servixxx. Xny Subservicing Agreement entered into by the Master Servicer shall include the provision that such Agreement may be immediately terminated (x) with or without cause and without the payment of any termination fee by any successor Master Servicer hereunder or (yincluding, without limitation, the Indenture Trustee as successor Master Servicer) without cause in which case the Master Servicer shall be responsible for any termination fee or penalty resulting therefromunder this Servicing Agreement. In addition, each Subservicing Agreement shall provide for servicing of the Mortgage Loans consistent with the terms of this Servicing Agreement. With the consent of the Indenture Trustee, the The Master Servicer and the Subservicers may enter into Subservicing Agreements and make amendments to the Subservicing Agreements or enter into different forms of Subservicing Agreements providing for, among other things, the delegation by the Master Servicer to a Subservicer of additional duties regarding the administration of the Mortgage Loans; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of this Servicing Agreement, and that no such amendment or different form shall be made or entered into which could be reasonably expected to be materially adverse to the interests of the BondholdersNoteholders, without the consent of the Holders of Bonds Notes representing not less than a majority of the aggregate Bond Note Principal Balance of the Bonds (for which purpose the each Class A-IO Bonds will be deemed to have a Bond Principal Balance equal to 5% of the aggregate Bond Principal Balance Notes affected thereby. (b) As part of its servicing activities hereunder, the Master Servicer, for the benefit of the Indenture Trustee and the Noteholders, shall enforce the obligations of each Subservicer under the related Subservicing Agreement. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Subservicing Agreements and the pursuit of other Classes appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer, in its good faith business judgment, would require were it the owner of Bonds)the related Mortgage Loans. The Master Servicer shall pay the costs of such enforcement at its own expense, but shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement only to the extent, if any, that such recovery exceeds all amounts due in respect of the related Mortgage Loan or (ii) from a specific recovery of costs, expenses or attorneys' fees against the party against whom such enforcement is directed.

Subservicing Agreements Between Master Servicer and Subservicers. (a) The Master Servicer may enter into Subservicing Agreements with Subservicers for the servicing and administration of the Mortgage Loans and for the performance of any and all other activities of the Master Servicer hereunder. Each Subservicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans comparable to the Mortgage Loans, and in either case shall be authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the Subservicer to perform its obligations hereunder and under the Subservicing Agreement, and in either case shall be a Freddie Mac or Fannie Mae approved xxxxxxge servixxxxxxxxxxe servicxx. Xny Xxy Subservicing Agreement entered into by the Master Servicer shall include the provision that such Agreement may be immediately terminated (x) with cause and without any termination fee by any Master Servicer hereunder or (y) without cause in which case the Master Servicer shall be responsible for any termination fee or penalty resulting therefrom. In addition, each Subservicing Agreement shall provide for servicing of the Mortgage Loans consistent with the terms of this Servicing Agreement. With the consent of the Indenture Trustee, the Master Servicer and the Subservicers may enter into Subservicing Agreements and make amendments to the Subservicing Agreements or enter into different forms of Subservicing Agreements providing for, among other things, the delegation by the Master Servicer to a Subservicer of additional duties regarding the administration of the Mortgage Loans; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of this Servicing Agreement, and that no such amendment or different form shall be made or entered into which could be reasonably expected to be materially adverse to the interests of the Bondholders, without the consent of the Holders of Bonds representing not less than a majority of the aggregate Bond Principal Balance of the Bonds (Bonds. The Master Servicer has entered into Subservicing Agreements with the Initial Subservicers for which purpose the Class A-IO Bonds will be deemed to have a Bond Principal Balance equal to 5% servicing and administration of the aggregate Bond Principal Balance Mortgage Loans and may enter into additional Subservicing Agreements with Subservicers acceptable to the Indenture Trustee for the servicing and administration of certain of the Mortgage Loans. (b) As part of its servicing activities hereunder, the Master Servicer, for the benefit of the Indenture Trustee, the Bond Insurer and the Bondholders, shall enforce the obligations of each Subservicer under the related Subservicing Agreement. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Subservicing Agreements and the pursuit of other Classes appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer, in its good faith business judgment, would require were it the owner of Bonds)the related Mortgage Loans. The Master Servicer shall pay the costs of such enforcement at its own expense, but shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement only to the extent, if any, that such recovery exceeds all amounts due in respect of the related Mortgage Loan or (ii) from a specific recovery of costs, expenses or attorneys' fees against the party against whom such enforcement is directed. (c) The Master Servicer represents that it has entered into a contract regarding the sale of sub- servicing rights with respect to the Group 1 Loans with Countrywide Home Loans Servicing LP ("Countrywide") and shall transfer the subservicing of substantially all of the Mortgage Loans from Wendover to Countrywide or an affiliate thereof on or about December 1, 2003. The Indenture Trustee hereby consents to such transfer with respect to the Group 1 Loans. The Master Servicer represents that it has entered into a contract regarding the sale of sub-servicing rights with respect to the Group 2 Loans secured by a first lien on the related Mortgaged Property with GMAC Mortgage Corporation ("GMAC") and shall transfer the subservicing of substantially all of such Group 2 Loans from Wendover to GMAC on or about December 1, 2003.

Subservicing Agreements Between Master Servicer and Subservicers. Enforcement of Subservicers' Obligations. (a) The Master Servicer may continue in effect Subservicing Agreements entered into by Residential Funding and Subservicers prior to the execution and delivery of this Agreement, and may enter into new Subservicing Agreements with Subservicers Subservicers, for the servicing and administration of all or some of the Mortgage Loans and for the performance of any and all other activities of the Master Servicer hereunderLoans. Each Subservicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans comparable to the Mortgage Loansloans, and in either case shall be authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the Subservicer to perform its obligations hereunder and under the Subservicing Agreement, and in either case shall be a Freddie Mac or Mac, Fannie Mae or HUD approved xxxxxxge servixxxmortgage servicer. Xny Each Subserxxxxx xf a Moxxxxxx Xxxn shall be entitled to receive and retain, as provided in the related Subservicing Agreement entered into by and in Section 3.07, the related Subservicing Fee from payments of interest received on such Mortgage Loan after payment of all amounts required to be remitted to the Master Servicer shall include the provision in respect of such Mortgage Loan. For any Mortgage Loan that such Agreement may be immediately terminated (x) with cause and without any termination fee by any Master Servicer hereunder or (y) without cause in which case is a Nonsubserviced Mortgage Loan, the Master Servicer shall be responsible for any termination fee entitled to receive and retain an amount equal to the Subservicing Fee from payments of interest. Unless the context otherwise requires, references in this Agreement to actions taken or penalty resulting therefrom. In addition, each Subservicing Agreement shall provide for to be taken by the Master Servicer in servicing of the Mortgage Loans include actions taken or to be taken by a Subservicer on behalf of the Master Servicer. Each Subservicing Agreement will be upon such terms and conditions as are generally required by, permitted by or consistent with the terms of Program Guide and are not inconsistent with this Servicing Agreement. With the consent of the Indenture Trustee, Agreement and as the Master Servicer and the Subservicers Subservicer have agreed. With the approval of the Master Servicer, a Subservicer may delegate its servicing obligations to third-party servicers, but such Subservicer will remain obligated under the related Subservicing Agreement. The Master Servicer and a Subservicer may enter into amendments thereto or a different form of Subservicing Agreements Agreement, and make amendments the form referred to or included in the Subservicing Agreements Program Guide is merely provided for information and shall not be deemed to limit in any respect the discretion of the Master Servicer to modify or enter into different forms of Subservicing Agreements providing for, among other things, the delegation by the Master Servicer to a Subservicer of additional duties regarding the administration of the Mortgage LoansAgreements; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of either this Servicing Agreement, Agreement or the Program Guide in a manner which would materially and that no such amendment or different form shall be made or entered into which could be reasonably expected to be materially adverse to adversely affect the interests of the BondholdersCertificateholders. The Program Guide and any other Subservicing Agreement entered into between the Master Servicer and any Subservicer shall require the Subservicer to accurately and fully report its borrower credit files to each of the Credit Repositories in a timely manner. (b) As part of its servicing activities hereunder, the Master Servicer, for the benefit of the Trustee and the Certificateholders, shall use its best reasonable efforts to enforce the obligations of each Subservicer under the related Subservicing Agreement and of each Seller under the related Seller's Agreement, to the extent that the non-performance of any such obligation would have a material and adverse effect on a Mortgage Loan, including, without limitation, the consent obligation to purchase a Mortgage Loan on account of defective documentation, as described in Section 2.02, or on account of a breach of a representation or warranty, as described in Section 2.04. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Subservicing Agreements or Seller's Agreements, as appropriate, and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer would employ in its good faith business judgment and which are normal and usual in its general mortgage servicing activities. The Master Servicer shall pay the costs of such enforcement at its own expense, and shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement to the extent, if any, that such recovery exceeds all amounts due in respect of the Holders related Mortgage Loan or (ii) from a specific recovery of Bonds representing costs, expenses or attorneys fees against the party against whom such enforcement is directed. For purposes of clarification only, the parties agree that the foregoing is not less than a majority intended to, and does not, limit the ability of the aggregate Bond Principal Balance Master Servicer to be reimbursed for expenses that are incurred in connection with the enforcement of the Bonds (for which purpose the Class A-IO Bonds will be deemed a Seller's obligations and are reimbursable pursuant to have a Bond Principal Balance equal to 5% of the aggregate Bond Principal Balance of the other Classes of BondsSection 3.10(a)(vii).

Subservicing Agreements Between Master Servicer and Subservicers. (a) The Master Servicer may enter into Subservicing Agreements with Subservicers for the servicing and administration of the Mortgage Loans and for the performance of any and all other activities of the Master Servicer hereunder. Each Subservicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans comparable to the Mortgage Loans, and in either case shall be authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the Subservicer to perform its obligations hereunder and under the Subservicing Agreement, and in either case shall be a Freddie Xxxxxxx Mac or Fannie Xxxxxx Mae approved xxxxxxge servixxxmortgage servicer. Xny Any Subservicing Agreement entered into by the Master Servicer shall include the provision that such Agreement may be immediately terminated (x) with cause and without any termination fee by any Master Servicer hereunder or (y) without cause in which case the Master Servicer shall be responsible for any termination fee or penalty resulting therefrom. In addition, each Subservicing Agreement shall provide for servicing of the Mortgage Loans consistent with the terms of this Servicing Agreement. With the consent of the Indenture Trustee, the Master Servicer and the Subservicers may enter into Subservicing Agreements and make amendments to the Subservicing Agreements or enter into different forms of Subservicing Agreements providing for, among other things, the delegation by the Master Servicer to a Subservicer of additional duties regarding the administration of the Mortgage Loans; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of this Servicing Agreement, and that no such amendment or different form shall be made or entered into which could be reasonably expected to be materially adverse to the interests of the Bondholders, without the consent of the Holders of Bonds representing not less than a majority of the aggregate Bond Principal Balance of the Bonds (Bonds. The Master Servicer has entered into Subservicing Agreements with the Initial Subservicers for which purpose the Class A-IO Bonds will be deemed to have a Bond Principal Balance equal to 5% servicing and administration of the aggregate Bond Principal Balance Mortgage Loans and may enter into additional Subservicing Agreements with Subservicers acceptable to the Indenture Trustee for the servicing and administration of certain of the Mortgage Loans. (b) As part of its servicing activities hereunder, the Master Servicer, for the benefit of the indenture Trustee and the Bondholders, shall enforce the obligations of each Subservicer under the related Subservicing Agreement. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Subservicing Agreements and the pursuit of other Classes appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer, in its good faith business judgment, would require were it the owner of Bonds)the related Mortgage Loans. The Master Servicer shall pay the costs of such enforcement at its own expense, but shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement only to the extent, if any, that such recovery exceeds all amounts due in respect of the related Mortgage Loan or (u) from a specific recovery of costs, expenses or attorneys' fees against the party against whom such enforcement is directed. (c) The Master Servicer represents that it has entered into a contract regarding the sale of sub-servicing rights with respect to the Countrywide Loans with Countrywide Home Loans, Inc. ("Countrywide") and shall transfer the subservicing of the Loans from Wendover to Countrywide or an affiliate thereof on or about January 1, 2002, with respect to the initial Countrywide Loans, or no later than three months after the date of transfer to the trust, with respect to the subsequent Countrywide Loans. The Indenture Trustee hereby consents to such transfer.

Subservicing Agreements Between Master Servicer and Subservicers. (a) The Master Servicer may enter into Subservicing Agreements with Subservicers for the servicing and administration of the Mortgage Loans and for the performance of any and all other activities of the Master Servicer hereunder; provided, however, that such agreements would not result in a withdrawal or a downgrading by Standard & Poor’s of its rating on any Class of Certificates. Each Subservicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans Mortgage Loans comparable to the Mortgage Loans, and in either case shall be authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the Subservicer to perform its obligations hereunder and under the Subservicing Agreement, and in either case shall be a Freddie Mac or Fannie Mae Fxxxxx Mxx approved xxxxxxge servixxxmortgage servicer. Xny Any Subservicing Agreement entered into by the Master Servicer shall include the provision that such Agreement may be immediately terminated (x) with cause and without any termination fee by any Master Servicer hereunder or (y) without cause in which case the Master Servicer shall be responsible for any termination fee or penalty resulting therefrom. In addition, each Subservicing Agreement shall provide for servicing of the Mortgage Loans consistent with the terms of this Servicing Agreement. With the consent of the Indenture Trustee, the The Master Servicer and the Subservicers may enter into Subservicing Agreements and make amendments to the Subservicing Agreements or enter into different forms of Subservicing Agreements providing for, among other things, the delegation by the Master Servicer to a Subservicer of additional duties regarding the administration of the Mortgage Loans; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of this Servicing Agreement, and that no such amendment or different form shall be made or entered into which could be reasonably expected to be materially adverse to the interests of the BondholdersCertificateholders, without the consent of the Holders of Bonds representing not less than a majority of the aggregate Bond Principal Balance of the Bonds (for which purpose the Class A-IO Bonds will be deemed Certificates entitled to have a Bond Principal Balance equal to 5at least 51% of the aggregate Bond Principal Balance Voting Rights. The parties hereto acknowledge that the initial Subservicer shall be GMAC. The Master Servicer has entered into a separate Subservicing Agreement with each of GMAC and Countrywide Home Loans Servicing LP for the servicing and administration of certain of the Mortgage Loans and may enter into additional Subservicing Agreements with Subservicers for the servicing and administration of certain of the Mortgage Loans. (b) As part of its servicing activities hereunder, the Master Servicer, for the benefit of the Trustee and the Certificateholders, shall enforce the obligations of each Subservicer under the related Subservicing Agreement. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Subservicing Agreements and the pursuit of other Classes appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer, in its good faith business judgment, would require were it the owner of Bonds)the related Mortgage Loans. The Master Servicer shall pay the costs of such enforcement at its own expense, but shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement only to the extent, if any, that such recovery exceeds all amounts due in respect of the related Mortgage Loan or (ii) from a specific recovery of costs, expenses or attorneys’ fees against the party against whom such enforcement is directed. (c) [Reserved]. (d) The Master Servicer represents that it will cause any Subservicer to accurately and fully report its borrower credit files to all three credit repositories in a timely manner.

Subservicing Agreements Between Master Servicer and Subservicers. Enforcement of Subservicers' Obligations. (a) The Master Servicer may continue in effect Subservicing Agreements entered into by Residential Funding and Subservicers prior to the execution and delivery of this Agreement, and may enter into new Subservicing Agreements with Subservicers Subservicers, for the servicing and administration of all or some of the Mortgage Loans and for the performance of any and all other activities of the Master Servicer hereunderLoans. Each Subservicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans comparable to the Mortgage Loansloans, and in either case shall be authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the Subservicer to perform its obligations hereunder and under the Subservicing Agreement, and in either case shall be a Freddie Mac or Mac, Fannie Mae or HUD approved xxxxxxge servixxxmortgage servicer. Xny Each Subservicer of a Mortgage Loax xxxxx be enxxxxxx xx receive and retain, as provided in the related Subservicing Agreement entered into by and in Section 3.07, the related Subservicing Fee from payments of interest received on such Mortgage Loan after payment of all amounts required to be remitted to the Master Servicer shall include the provision in respect of such Mortgage Loan. For any Mortgage Loan that such Agreement may be immediately terminated (x) with cause and without any termination fee by any Master Servicer hereunder or (y) without cause in which case is a Nonsubserviced Mortgage Loan, the Master Servicer shall be responsible for any termination fee entitled to receive and retain an amount equal to the Subservicing Fee from payments of interest. Unless the context otherwise requires, references in this Agreement to actions taken or penalty resulting therefrom. In addition, each Subservicing Agreement shall provide for to be taken by the Master Servicer in servicing of the Mortgage Loans include actions taken or to be taken by a Subservicer on behalf of the Master Servicer. Each Subservicing Agreement will be upon such terms and conditions as are generally required by, permitted by or consistent with the terms of Program Guide and are not inconsistent with this Servicing Agreement. With the consent of the Indenture Trustee, Agreement and as the Master Servicer and the Subservicers Subservicer have agreed. With the approval of the Master Servicer, a Subservicer may delegate its servicing obligations to third-party servicers, but such Subservicer will remain obligated under the related Subservicing Agreement. The Master Servicer and a Subservicer may enter into amendments thereto or a different form of Subservicing Agreements Agreement, and make amendments the form referred to or included in the Subservicing Agreements Program Guide is merely provided for information and shall not be deemed to limit in any respect the discretion of the Master Servicer to modify or enter into different forms of Subservicing Agreements providing for, among other things, the delegation by the Master Servicer to a Subservicer of additional duties regarding the administration of the Mortgage LoansAgreements; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of either this Servicing Agreement, Agreement or the Program Guide in a manner which would materially and that no such amendment or different form shall be made or entered into which could be reasonably expected to be materially adverse to adversely affect the interests of the BondholdersCertificateholders. The Program Guide and any other Subservicing Agreement entered into between the Master Servicer and any Subservicer shall require the Subservicer to accurately and fully report its borrower credit files to each of the Credit Repositories in a timely manner. (b) As part of its servicing activities hereunder, the Master Servicer, for the benefit of the Trustee and the Certificateholders, shall use its best reasonable efforts to enforce the obligations of each Subservicer under the related Subservicing Agreement and of each Seller under the related Seller's Agreement, to the extent that the non-performance of any such obligation would have a material and adverse effect on a Mortgage Loan, including, without limitation, the consent obligation to purchase a Mortgage Loan on account of defective documentation, as described in Section 2.02, or on account of a breach of a representation or warranty, as described in Section 2.04. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Subservicing Agreements or Seller's Agreements, as appropriate, and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer would employ in its good faith business judgment and which are normal and usual in its general mortgage servicing activities. The Master Servicer shall pay the costs of such enforcement at its own expense, and shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement to the extent, if any, that such recovery exceeds all amounts due in respect of the Holders related Mortgage Loan or (ii) from a specific recovery of Bonds representing costs, expenses or attorneys fees against the party against whom such enforcement is directed. For purposes of clarification only, the parties agree that the foregoing is not less than a majority intended to, and does not, limit the ability of the aggregate Bond Principal Balance Master Servicer to be reimbursed for expenses that are incurred in connection with the enforcement of the Bonds (for which purpose the Class A-IO Bonds will be deemed a Seller's obligations and are reimbursable pursuant to have a Bond Principal Balance equal to 5% of the aggregate Bond Principal Balance of the other Classes of BondsSection 3.10(a)(vii).

Subservicing Agreements Between Master Servicer and Subservicers. (a) The Master Servicer may enter into Subservicing Agreements with Subservicers for the servicing and administration of the Mortgage Loans and for the performance of any and all other activities of the Master Servicer hereunder. Each Subservicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans comparable to the Mortgage Loans, and in either case shall be authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the Subservicer to perform its obligations hereunder and under the Subservicing Agreement, and in either case shall be a Freddie Mac or Fannie Mae approved xxxxxxge servixxx. Xny Subservicing Agreement entered into by the Master Servicer shall include the provision that such Agreement may be immediately terminated (x) with cause and without any termination fee by any Master Servicer hereunder or (y) without cause in which case the Master Servicer shall be responsible for any termination fee or penalty resulting therefrom. In addition, each Subservicing Agreement shall provide for servicing of the Mortgage Loans consistent with the terms of this Servicing Agreement. With the consent of the Indenture TrusteeTrustee and the Bond Insurer, the Master Servicer and the Subservicers may enter into Subservicing Agreements and make amendments to the Subservicing Agreements or enter into different forms of Subservicing Agreements providing for, among other things, the delegation by the Master Servicer to a Subservicer of additional duties regarding the administration of the Mortgage Loans; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of this Servicing Agreement, and that no such amendment or different form shall be made or entered into which could be reasonably expected to be materially adverse to the interests of the Bond Insurer or the Bondholders, without the consent of the Holders of Bonds representing not less than a majority of the aggregate Bond Principal Balance of the Bonds (Bonds. The Master Servicer has entered into Subservicing Agreements with the Initial Subservicers for which purpose the Class A-IO Bonds will be deemed to have a Bond Principal Balance equal to 5% servicing and administration of the aggregate Mortgage Loans and may enter into additional Subservicing Agreements with Subservicers acceptable to the Indenture Trustee and the Bond Principal Balance Insurer for the servicing and administration of certain of the Mortgage Loans. (b) As part of its servicing activities hereunder, the Master Servicer, for the benefit of the Indenture Trustee, the Bond Insurer and the Bondholders, shall enforce the obligations of each Subservicer under the related Subservicing Agreement. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Subservicing Agreements and the pursuit of other Classes appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer, in its good faith business judgment, would require were it the owner of Bonds)the related Mortgage Loans. The Master Servicer shall pay the costs of such enforcement at its own expense, but shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement only to the extent, if any, that such recovery exceeds all amounts due in respect of the related Mortgage Loan or (ii) from a specific recovery of costs, expenses or attorneys' fees against the party against whom such enforcement is directed. (c) The Master Servicer represents that it has entered into a contract regarding the sale of sub-servicing rights with respect to the Mortgage Loans with Countrywide Home Loans Servicing LP ("Countrywide") and shall transfer the subservicing of the Mortgage Loans from Wendover to Countrywide or an affiliate thereof on or about August 1, 2003. The Indenture Trustee and the Bond Insurer hereby consents to such transfer with respect to the Mortgage Loans.

Subservicing Agreements Between Master Servicer and Subservicers. (a) The Master Servicer may enter into Subservicing Agreements with Subservicers for the servicing and administration of the Mortgage Loans and for the performance of any and all other activities of the Master Servicer hereunder. Each Subservicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans comparable to the Mortgage Loans, and in either case shall be authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the Subservicer to perform its obligations hereunder and under the Subservicing Agreement, and in either case shall be a Freddie Mac or Fannie Mae approved xxxxxxge servixxxmortgage servicer. Xny Any Subservicing Agreement Agxxxxxxx entered into xxxx by the Master Servicer shall include the provision that such Agreement may be immediately terminated (x) with cause and without any termination fee by any Master Servicer hereunder or (y) without cause in which case the Master Servicer shall be responsible for any termination fee or penalty resulting therefrom. In addition, each Subservicing Agreement shall provide for servicing of the Mortgage Loans consistent with the terms of this Servicing Agreement. With the consent of the Indenture TrusteeTrustee and the Bond Insurer, the Master Servicer and the Subservicers may enter into Subservicing Agreements and make amendments to the Subservicing Agreements or enter into different forms of Subservicing Agreements providing for, among other things, the delegation by the Master Servicer to a Subservicer of additional duties regarding the administration of the Mortgage Loans; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of this Servicing Agreement, and that no such amendment or different form shall be made or entered into which could be reasonably expected to be materially adverse to the interests of the Bond Insurer or the Bondholders, without the consent of the Holders of Bonds representing not less than a majority of the aggregate Bond Principal Balance of the Bonds (Bonds. The Master Servicer has entered into Subservicing Agreements with the Initial Subservicers for which purpose the Class A-IO Bonds will be deemed to have a Bond Principal Balance equal to 5% servicing and administration of the aggregate Mortgage Loans and may enter into additional Subservicing Agreements with Subservicers acceptable to the Indenture Trustee and the Bond Principal Balance Insurer for the servicing and administration of certain of the Mortgage Loans. (b) As part of its servicing activities hereunder, the Master Servicer, for the benefit of the Indenture Trustee, the Bond Insurer and the Bondholders, shall enforce the obligations of each Subservicer under the related Subservicing Agreement. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Subservicing Agreements and the pursuit of other Classes appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer, in its good faith business judgment, would require were it the owner of Bonds)the related Mortgage Loans. The Master Servicer shall pay the costs of such enforcement at its own expense, but shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement only to the extent, if any, that such recovery exceeds all amounts due in respect of the related Mortgage Loan or (ii) from a specific recovery of costs, expenses or attorneys' fees against the party against whom such enforcement is directed. (c) The Master Servicer represents that it has entered into a contract regarding the sale of sub-servicing rights with respect to the Mortgage Loans with Countrywide Home Loans Servicing LP ("Countrywide") and shall transfer the subservicing of the Mortgage Loans from Wendover to Countrywide or an affiliate thereof on or about August 1, 2003. The Indenture Trustee and the Bond Insurer hereby consents to such transfer with respect to the Mortgage Loans.

Subservicing Agreements Between Master Servicer and Subservicers. (a) The Master Servicer may enter into Subservicing Agreements with Subservicers for the servicing and administration of the Mortgage Loans and for the performance of any and all other activities of the Master Servicer hereunder. Each Subservicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans comparable to the Mortgage Loans, and in either case shall be authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the Subservicer to perform its obligations hereunder and under the Subservicing Agreement, and in either case shall be a Freddie Mac or Fannie Mae approved xxxxxxge servixxxmortgxxx xxxvicer. Xny Subservicing Axx Xxxservicing Agreement entered into by the Master Servicer shall include the provision that such Agreement may be immediately terminated (x) with cause and without any termination fee by any Master Servicer hereunder or (y) without cause in which case the Master Servicer shall be responsible for any termination fee or penalty resulting therefrom. In addition, each Subservicing Agreement shall provide for servicing of the Mortgage Loans consistent with the terms of this Servicing Agreement. With the consent of the Indenture TrusteeTrustee and the Bond Insurer, the Master Servicer and the Subservicers may enter into Subservicing Agreements and make amendments to the Subservicing Agreements or enter into different forms of Subservicing Agreements providing for, among other things, the delegation by the Master Servicer to a Subservicer of additional duties regarding the administration of the Mortgage Loans; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of this Servicing Agreement, and that no such amendment or different form shall be made or entered into which could be reasonably expected to be materially adverse to the interests of the Bond Insurer or the Bondholders, without the consent of the Holders of Bonds representing not less than a majority of the aggregate Bond Principal Balance of the Bonds (Bonds. The Master Servicer has entered into Subservicing Agreements with the Initial Subservicers for which purpose the Class A-IO Bonds will be deemed to have a Bond Principal Balance equal to 5% servicing and administration of the aggregate Mortgage Loans and may enter into additional Subservicing Agreements with Subservicers acceptable to the Indenture Trustee and the Bond Principal Balance Insurer for the servicing and administration of certain of the Mortgage Loans. (b) As part of its servicing activities hereunder, the Master Servicer, for the benefit of the Indenture Trustee, the Bond Insurer and the Bondholders, shall enforce the obligations of each Subservicer under the related Subservicing Agreement. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Subservicing Agreements and the pursuit of other Classes appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer, in its good faith business judgment, would require were it the owner of Bonds)the related Mortgage Loans. The Master Servicer shall pay the costs of such enforcement at its own expense, but shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement only to the extent, if any, that such recovery exceeds all amounts due in respect of the related Mortgage Loan or (ii) from a specific recovery of costs, expenses or attorneys' fees against the party against whom such enforcement is directed. (c) The Master Servicer represents that it has entered into a contract regarding the sale of sub-servicing rights with respect to the Group 1 Loans, Group 2 Loans and Group 3 Loans with GMAC Mortgage Corporation ("GMAC") and shall transfer the subservicing of the Group 1 Loans, Group 2 Loans and Group 3 Loans from Countrywide Home Loans Servicing LP to GMAC or an affiliate thereof on or about February 1, 2005. The Indenture Trustee and the Bond Insurer hereby consent to such transfer with respect to the Group 1 Loans, Group 2 Loans and Group 3 Loans. The Master Servicer represents that it has entered into a subservicing agreement with respect to the Group 4 Loans with Midland Loan Services, Inc.

Subservicing Agreements Between Master Servicer and Subservicers. (a) The Master Servicer may enter into Subservicing Agreements with Subservicers for the servicing and administration of the Mortgage Loans and for the performance of any and all other activities of the Master Servicer hereunder. Each Subservicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans comparable to the Mortgage Loans, and in either case shall be authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the Subservicer to perform its obligations hereunder and under the Subservicing Agreement, and in either case shall be a Freddie Mac or Fannie Mae Fxxxxx Mxx approved xxxxxxge servixxxmortgage servicer. Xny Any Subservicing Agreement entered into by the Master Servicer shall include the provision that such Agreement may be immediately terminated (x) with cause and without any termination fee by any Master Servicer hereunder or (y) without cause in which case the Master Servicer shall be responsible for any termination fee or penalty resulting therefrom. In addition, each Subservicing Agreement shall provide for servicing of the Mortgage Loans consistent with the terms of this Servicing Agreement. With the consent of the Indenture Trustee, the Master Servicer and the Subservicers may enter into Subservicing Agreements and make amendments to the Subservicing Agreements or enter into different forms of Subservicing Agreements providing for, among other things, the delegation by the Master Servicer to a Subservicer of additional duties regarding the administration of the Mortgage Loans; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of this Servicing Agreement, and that no such amendment or different form shall be made or entered into which could be reasonably expected to be materially adverse to the interests of the Bondholders, without the consent of the Holders of Bonds representing not less than a majority of the aggregate Bond Principal Balance of the Bonds (Bonds. The Master Servicer has entered into Subservicing Agreements with the Initial Subservicers for which purpose the Class A-IO Bonds will be deemed to have a Bond Principal Balance equal to 5% servicing and administration of the aggregate Bond Principal Balance Mortgage Loans and may enter into additional Subservicing Agreements with Subservicers acceptable to the Indenture Trustee for the servicing and administration of certain of the Mortgage Loans. (b) As part of its servicing activities hereunder, the Master Servicer, for the benefit of the Indenture Trustee and the Bondholders, shall enforce the obligations of each Subservicer under the related Subservicing Agreement. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Subservicing Agreements and the pursuit of other Classes appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer, in its good faith business judgment, would require were it the owner of Bonds)the related Mortgage Loans. The Master Servicer shall pay the costs of such enforcement at its own expense, but shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement only to the extent, if any, that such recovery exceeds all amounts due in respect of the related Mortgage Loan or (ii) from a specific recovery of costs, expenses or attorneys’ fees against the party against whom such enforcement is directed. (c) The Master Servicer represents that it has entered into a contract regarding the sale of sub-servicing rights with respect to the Group 1 Loans with GMAC Mortgage Corporation (“GMAC”) and shall transfer the subservicing of the Group 1 Loans from Countrywide Home Loans Servicing LP to GMAC or an affiliate thereof on or about February 1,

Subservicing Agreements Between Master Servicer and Subservicers. Enforcement of Subservicers' Obligations. (a) The Master Servicer may continue in effect Subservicing Agreements entered into by Residential Funding and Subservicers prior to the execution and delivery of this Agreement, and may enter into new Subservicing Agreements with Subservicers Subservicers, for the servicing and administration of all or some of the Mortgage Loans and for the performance of any and all other activities of the Master Servicer hereunderLoans. Each Subservicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans comparable to the Mortgage Loansloans, and in either case shall be authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the Subservicer to perform its obligations hereunder and under the Subservicing Agreement, and in either case shall be a Freddie Mac or Mac, Fannie Mae or HUD approved xxxxxxge servixxxmortgage servicer. Xny Each Subservicex xx x Mortgagx Xxxn shall be entitled to receive and retain, as provided in the related Subservicing Agreement entered into by and in Section 3.07, the related Subservicing Fee from payments of interest received on such Mortgage Loan after payment of all amounts required to be remitted to the Master Servicer shall include the provision in respect of such Mortgage Loan. For any Mortgage Loan that such Agreement may be immediately terminated (x) with cause and without any termination fee by any Master Servicer hereunder or (y) without cause in which case is a Nonsubserviced Mortgage Loan, the Master Servicer shall be responsible for any termination fee entitled to receive and retain an amount equal to the Subservicing Fee from payments of interest. Unless the context otherwise requires, references in this Agreement to actions taken or penalty resulting therefrom. In addition, each Subservicing Agreement shall provide for to be taken by the Master Servicer in servicing of the Mortgage Loans include actions taken or to be taken by a Subservicer on behalf of the Master Servicer. Each Subservicing Agreement will be upon such terms and conditions as are generally required by, permitted by or consistent with the terms of Program Guide and are not inconsistent with this Servicing Agreement. With the consent of the Indenture Trustee, Agreement and as the Master Servicer and the Subservicers Subservicer have agreed. With the approval of the Master Servicer, a Subservicer may delegate its servicing obligations to third-party servicers, but such Subservicer will remain obligated under the related Subservicing Agreement. The Master Servicer and a Subservicer may enter into amendments thereto or a different form of Subservicing Agreements Agreement, and make amendments the form referred to or included in the Subservicing Agreements Program Guide is merely provided for information and shall not be deemed to limit in any respect the discretion of the Master Servicer to modify or enter into different forms of Subservicing Agreements providing for, among other things, the delegation by the Master Servicer to a Subservicer of additional duties regarding the administration of the Mortgage LoansAgreements; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of either this Servicing Agreement, Agreement or the Program Guide in a manner which would materially and that no such amendment or different form shall be made or entered into which could be reasonably expected to be materially adverse to adversely affect the interests of the BondholdersCertificateholders. The Program Guide and any other Subservicing Agreement entered into between the Master Servicer and any Subservicer shall require the Subservicer to accurately and fully report its borrower credit files to each of the Credit Repositories in a timely manner. (b) As part of its servicing activities hereunder, the Master Servicer, for the benefit of the Trustee and the Certificateholders, shall use its best reasonable efforts to enforce the obligations of each Subservicer under the related Subservicing Agreement and of each Seller under the related Seller's Agreement, to the extent that the non-performance of any such obligation would have a material and adverse effect on a Mortgage Loan, including, without limitation, the consent obligation to purchase a Mortgage Loan on account of defective documentation, as described in Section 2.02, or on account of a breach of a representation or warranty, as described in Section 2.04. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Subservicing Agreements or Seller's Agreements, as appropriate, and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer would employ in its good faith business judgment and which are normal and usual in its general mortgage servicing activities. The Master Servicer shall pay the costs of such enforcement at its own expense, and shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement to the extent, if any, that such recovery exceeds all amounts due in respect of the Holders related Mortgage Loan or (ii) from a specific recovery of Bonds representing costs, expenses or attorneys fees against the party against whom such enforcement is directed. For purposes of clarification only, the parties agree that the foregoing is not less than a majority intended to, and does not, limit the ability of the aggregate Bond Principal Balance Master Servicer to be reimbursed for expenses that are incurred in connection with the enforcement of the Bonds (for which purpose the Class A-IO Bonds will be deemed a Seller's obligations and are reimbursable pursuant to have a Bond Principal Balance equal to 5% of the aggregate Bond Principal Balance of the other Classes of BondsSection 3.10(a)(vii).

Subservicing Agreements Between Master Servicer and Subservicers. (a) The Master Servicer may enter into Subservicing Agreements with Subservicers for the servicing and administration of the Mortgage Loans and for the performance of any and all other activities of the Master Servicer hereunder. Each Subservicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans comparable to the Mortgage Loans, and in either case shall be authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the Subservicer to perform its obligations hereunder and under the Subservicing Agreement, and in either case shall be a Freddie Xxxxxxx Mac or Fannie Xxxxxx Mae approved xxxxxxge servixxxmortgage servicer. Xny Any Subservicing Agreement entered into by the Master Servicer shall include the provision that such Agreement may be immediately terminated (x) with cause and without any termination fee by any Master Servicer hereunder or (y) without cause in which case the Master Servicer shall be responsible for any termination fee or penalty resulting therefrom. In addition, each Subservicing Agreement shall provide for servicing of the Mortgage Loans consistent with the terms of this Servicing Agreement. With the consent of the Indenture TrusteeTrustee and the Bond Insurer, the Master Servicer and the Subservicers may enter into Subservicing Agreements and make amendments to the Subservicing Agreements or enter into different forms of Subservicing Agreements providing for, among other things, the delegation by the Master Servicer to a Subservicer of additional duties regarding the administration of the Mortgage Loans; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of this Servicing Agreement, and that no such amendment or different form shall be made or entered into which could be reasonably expected to be materially adverse to the interests of the Bond Insurer or the Bondholders, without the consent of the Holders of Bonds representing not less than a majority of the aggregate Bond Principal Balance of the Bonds (Bonds. The Master Servicer has entered into Subservicing Agreements with the Initial Subservicers for which purpose the Class A-IO Bonds will be deemed to have a Bond Principal Balance equal to 5% servicing and administration of the aggregate Mortgage Loans and may enter into additional Subservicing Agreements with Subservicers acceptable to the Indenture Trustee and the Bond Principal Balance Insurer for the servicing and administration of certain of the Mortgage Loans. (b) As part of its servicing activities hereunder, the Master Servicer, for the benefit of the Indenture Trustee, the Bond Insurer and the Bondholders, shall enforce the obligations of each Subservicer under the related Subservicing Agreement. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Subservicing Agreements and the pursuit of other Classes appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer, in its good faith business judgment, would require were it the owner of Bondsthe related Mortgage Loans. The Master Servicer shall pay the costs of such enforcement at its own expense, but shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement only to the extent, if any, that such recovery exceeds all amounts due in respect of the related Mortgage Loan or (ii) from a specific recovery of costs, expenses or attorneys' fees against the party against whom such enforcement is directed. (c) The Master Servicer represents that it has entered into a contract regarding the sale of sub-servicing rights with respect to the Mortgage Loans with Countrywide Home Loans Servicing LP ("Countrywide"), such that sub subservicing of the Mortgage Loans will commence on or about March 1, 2005.

Subservicing Agreements Between Master Servicer and Subservicers. (a) The Master Servicer may enter into Subservicing Agreements with Subservicers for the servicing and administration of the Mortgage Loans and for the performance of any and all other activities of the Master Servicer hereunder. Each Subservicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans comparable to the Mortgage Loans, and in either case shall be authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the Subservicer to perform its obligations hereunder and under the Subservicing Agreement, and in either case shall be a Freddie Xxxxxxx Mac or Fannie Xxxxxx Mae approved xxxxxxge servixxxmortgage servicer. Xny Any Subservicing Agreement entered into by the Master Servicer shall include the provision that such Agreement may be immediately terminated (x) with cause and without any termination fee by any Master Servicer hereunder or (y) without cause in which case the Master Servicer shall be responsible for any termination fee or penalty resulting therefrom. In addition, each Subservicing Agreement shall provide for servicing of the Mortgage Loans consistent with the terms of this Servicing Agreement. With the consent of the Indenture Trustee, the Master Servicer and the Subservicers may enter into Subservicing Agreements and make amendments to the Subservicing Agreements or enter into different forms of Subservicing Agreements providing for, among other things, the delegation by the Master Servicer to a Subservicer of additional duties regarding the administration of the Mortgage Loans; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of this Servicing Agreement, and that no such amendment or different form shall be made or entered into which could be reasonably expected to be materially adverse to the interests of the Bondholders, without the consent of the Holders of Bonds representing not less than a majority of the aggregate Bond Principal Balance of the Bonds (Bonds. The Master Servicer has entered into Subservicing Agreements with the Initial Subservicers for which purpose the Class A-IO Bonds will be deemed to have a Bond Principal Balance equal to 5% servicing and administration of the aggregate Bond Principal Balance Mortgage Loans and may enter into additional Subservicing Agreements with Subservicers acceptable to the Indenture Trustee for the servicing and administration of certain of the Mortgage Loans. (b) As part of its servicing activities hereunder, the Master Servicer, for the benefit of the Indenture Trustee and the Bondholders, shall enforce the obligations of each Subservicer under the related Subservicing Agreement. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Subservicing Agreements and the pursuit of other Classes appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer, in its good faith business judgment, would require were it the owner of Bonds)the related Mortgage Loans. The Master Servicer shall pay the costs of such enforcement at its own expense, but shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement only to the extent, if any, that such recovery exceeds all amounts due in respect of the related Mortgage Loan or (ii) from a specific recovery of costs, expenses or attorneys( fees against the party against whom such enforcement is directed. (c) The Master Servicer represents that it has entered into a contract regarding the sale of sub-servicing rights with respect to each adjustable-rate first lien Group 1 Loan with GMAC Mortgage Corporation (“GMAC”) and shall transfer the subservicing of each such adjustable-rate first lien Group 1 Loan from Countrywide Home Loans Servicing LP to GMAC or an affiliate thereof on or about August 1, 2005. The Indenture Trustee hereby consents to such transfer with respect to each adjustable-rate first lien Group 1 Loan. The Master Servicer represents that it has entered into Subservicing Agreements with respect to the remaining Group 1 Loans with each of Countrywide Home Loans Servicing LP and Xxxxx Fargo Bank, N.A. The Master Servicer represents that it has entered into a Subservicing Agreement with respect to the Group 2 Loans with Midland Loan Services, Inc.

Subservicing Agreements Between Master Servicer and Subservicers. (a) The Master Servicer may enter into Subservicing Agreements with Subservicers for the servicing and administration of the Mortgage Loans and for the performance of any and all other activities of the Master Servicer hereunder. Each Subservicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans comparable to the Mortgage Loans, and in either case shall be authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the Subservicer to perform its obligations hereunder and under the Subservicing Agreement, and in either case shall be a Freddie Mac or Fannie Mae approved xxxxxxge servixxxxxxxxxxe servicxx. Xny Xxy Subservicing Agreement entered into by the Master Servicer shall include the provision that such Agreement may be immediately terminated (x) with or without cause and without the payment of any termination fee by any successor Master Servicer hereunder or (yincluding, without limitation, the Indenture Trustee as successor Master Servicer) without cause in which case the Master Servicer shall be responsible for any termination fee or penalty resulting therefromunder this Servicing Agreement. In addition, each Subservicing Agreement shall provide for servicing of the Mortgage Loans consistent with the terms of this Servicing Agreement. With the consent of the Indenture Trustee, the The Master Servicer and the Subservicers may enter into Subservicing Agreements and make amendments to the Subservicing Agreements or enter into different forms of Subservicing Agreements providing for, among other things, the delegation by the Master Servicer to a Subservicer of additional duties regarding the administration of the Mortgage Loans; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of this Servicing Agreement, and that no such amendment or different form shall be made or entered into which could be reasonably expected to be materially adverse to the interests of the BondholdersNoteholders, without the consent of the Holders of Bonds Notes representing not less than a majority of the aggregate Bond Note Principal Balance of the Bonds Notes. (b) As part of its servicing activities hereunder, the Master Servicer, for which purpose the Class A-IO Bonds will be deemed to have a Bond Principal Balance equal to 5% benefit of the aggregate Bond Principal Balance Indenture Trustee and the Noteholders, shall enforce the obligations of each Subservicer under the related Subservicing Agreement. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Subservicing Agreements and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer, in its good faith business judgment, would require were it the owner of the other Classes related Mortgage Loans. The Master Servicer shall pay the costs of Bonds)such enforcement at its own expense, but shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement only to the extent, if any, that such recovery exceeds all amounts due in respect of the related Mortgage Loan or (ii) from a specific recovery of costs, expenses or attorneys' fees against the party against whom such enforcement is directed.