Common use of The Master Servicer Clause in Contracts

The Master Servicer. The Master Servicer shall supervise, monitor and oversee the obligation of the Servicer to service and administer the Mortgage Loans in accordance with the terms of the Servicing Agreement and shall have full power and authority to do any and all things which it may deem necessary or desirable in connection with such master servicing and administration. In performing its obligations hereunder, the Master Servicer shall act in a manner consistent with Accepted Master Servicing Practices. Furthermore, the Master Servicer shall oversee and consult with the Servicer as necessary from time-to-time to carry out the Master Servicer’s obligations hereunder, shall receive, review and evaluate all reports, information and other data provided to the Master Servicer by the Servicer and shall cause the Servicer to perform and observe the covenants, obligations and conditions to be performed or observed by the Servicer under the Servicing Agreement. The Master Servicer shall independently and separately monitor the servicing activities of the Servicer with respect to each Mortgage Loan, reconcile the results of such monitoring with such information provided in the previous sentence on a monthly basis and coordinate corrective adjustments to the Servicer’s and Master Servicer’s records, and based on such reconciled and corrected information, provide such information relating to the Mortgage Loans to the Securities Administrator as shall be necessary to enable it to prepare the statements specified in Section 5.06 and any other information and statements required to be provided by the Securities Administrator hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Servicer to the Distribution Account. Notwithstanding anything in this Agreement to the contrary, the Master Servicer shall not have any duty or obligation to enforce any Credit Risk Management Agreement that the Servicer is a party to (the “Servicer Credit Risk Management Agreement”) or to supervise, monitor or oversee the activities of the Credit Risk Manager under the Servicer Credit Risk Management Agreement with respect to any action taken or not taken by the Servicer pursuant to a recommendation of the Credit Risk Manager. The Trustee shall furnish the Servicer and the Master Servicer with any limited powers of attorney and other documents in form acceptable to the Trustee necessary or appropriate to enable the Servicer and the Master Servicer to service or master service and administer the Mortgage Loans and REO Property. The Trustee shall have no responsibility for any action of the Master Servicer or the Servicer pursuant to any such limited power of attorney and shall be indemnified by the Master Servicer or the Servicer for any cost, liability or expense arising from the misuse thereof by the Master Servicer or the Servicer. The Trustee, the Custodian and the Securities Administrator shall provide access to the records and documentation in possession of the Trustee, the Custodian or the Securities Administrator regarding the Mortgage Loans and REO Property and the servicing thereof to the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the Trustee, the Custodian or the Securities Administrator; provided, however, that, unless otherwise required by law, none of the Trustee, the Custodian or the Securities Administrator shall be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee, the Custodian and the Securities Administrator shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee’s, the Custodian’s or the Securities Administrator’s actual costs. The Trustee shall execute and deliver to the Servicer or the Master Servicer upon request any court pleadings, requests for trustee’s sale or other documents necessary or desirable and, in each case, provided to the Trustee by the Servicer or the Master Servicer to (i) the foreclosure or trustee’s sale with respect to a Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note or any other Loan Document; (iii) obtain a deficiency judgment against the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or any other Mortgage Loan Document or otherwise available at law or equity.

The Master Servicer. The Master Servicer shall supervise, monitor and oversee the obligation of the Servicer to service and administer the Mortgage Loans in accordance with the terms of the Servicing this Agreement and shall have full power and authority to do any and all things which it may deem necessary or desirable in connection with such master servicing and administration. In performing its obligations hereunder, the Master Servicer shall act in a manner consistent with Accepted Master Servicing Practices. Furthermore, the Master Servicer shall oversee and consult with the Servicer as necessary from time-to-time to carry out the Master Servicer’s obligations hereunder, shall receive, review and evaluate all reports, information and other data provided to the Master Servicer by the Servicer and shall cause the Servicer to perform and observe the covenants, obligations and conditions to be performed or observed by the Servicer under the Servicing this Agreement. The Master Servicer shall independently and separately monitor the servicing activities of the Servicer with respect to each Mortgage Loan, reconcile the results of such monitoring with such information provided in the previous sentence on a monthly basis and coordinate corrective adjustments to the Servicer’s and Master Servicer’s records, and based on such reconciled and corrected information, provide such information relating to the Mortgage Loans to the Securities Administrator as shall be necessary to enable it to prepare the statements specified in Section 5.06 and any other information and statements required to be provided by the Securities Administrator hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Servicer to the Distribution Account. Notwithstanding anything in this Agreement to the contrary, the Master Servicer shall not have any duty or obligation to enforce any Credit Risk Management Agreement that the Servicer is a party to (the “Servicer Credit Risk Management Agreement”) or to supervise, monitor or oversee the activities of the Credit Risk Manager under the Servicer Credit Risk Management Agreement with respect to any action taken or not taken by the Servicer pursuant to a recommendation of the Credit Risk Manager. The Trustee shall furnish the Servicer and the Master Servicer with any limited powers of attorney and other documents in form acceptable to the Trustee necessary or appropriate to enable the Servicer and the Master Servicer to service or master service and administer the Mortgage Loans and REO Property. The Trustee shall have no responsibility for any action of the Master Servicer or the Servicer pursuant to any such limited power of attorney and shall be indemnified by the Master Servicer or the Servicer for any cost, liability or expense arising from the misuse thereof by the Master Servicer or the Servicer. The Trustee, the Custodian and the Securities Administrator shall provide access to the records and documentation in possession of the Trustee, the Custodian or the Securities Administrator regarding the Mortgage Loans and REO Property and the servicing thereof to the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the Trustee, the Custodian or the Securities Administrator; provided, however, that, unless otherwise required by law, none of the Trustee, the Custodian or the Securities Administrator shall be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee, the Custodian and the Securities Administrator shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee’s, the Custodian’s or the Securities Administrator’s actual costs. The Trustee shall execute and deliver to the Servicer or the Master Servicer upon request any court pleadings, requests for trustee’s sale or other documents necessary or desirable and, in each case, provided to the Trustee by the Servicer or the Master Servicer to (i) the foreclosure or trustee’s sale with respect to a Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note or any other Loan Document; (iii) obtain a deficiency judgment against the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or any other Mortgage Loan Document or otherwise available at law or equity.

The Master Servicer. The Master Servicer shall supervise, monitor and oversee the obligation of the Servicer Servicers to service and administer the Mortgage Loans in accordance with the terms of this Agreement and the Servicing Agreement and shall have full power and authority to do any and all things which it may deem necessary or desirable in connection with such master servicing and administration. In performing its obligations hereunder, the Master Servicer shall act in a manner consistent with Accepted Master Servicing Practices. Furthermore, the Master Servicer shall oversee and consult with the Servicer Servicers as necessary from time-to-time to carry out the Master Servicer’s obligations hereunder, shall receive, review and evaluate all reports, information and other data provided to the Master Servicer by the Servicer Servicers and shall cause the each Servicer to perform and observe the covenants, obligations and conditions to be performed or observed by the such Servicer under this Agreement or the Servicing Agreement, as applicable. The Master Servicer shall independently and separately monitor the servicing activities of the Servicer Servicers with respect to each Mortgage Loan, reconcile the results of such monitoring with such information provided in the previous sentence on a monthly basis and coordinate corrective adjustments to the Servicer’s Servicers and Master Servicer’s records, and based on such reconciled and corrected information, provide such information relating to the Mortgage Loans to the Securities Administrator as shall be necessary to enable it to prepare the statements specified in Section 5.06 and any other information and statements required to be provided by the Securities Administrator hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Servicer Servicers to the Distribution Account. Notwithstanding anything in this Agreement to the contrary, the Master Servicer shall not have any duty or obligation to enforce any Credit Risk Management Agreement that the Servicer is a party to (the “Servicer Credit Risk Management Agreement”) or to supervise, monitor or oversee the activities of the Credit Risk Manager under the Servicer Credit Risk Management Agreement with respect to any action taken or not taken by the Servicer pursuant to a recommendation of the Credit Risk Manager. The Trustee shall furnish the Servicer Servicers and the Master Servicer with any limited powers of attorney and other documents in form acceptable to the Trustee necessary or appropriate to enable the Servicer and the Master Servicer to service or master service and administer the Mortgage Loans and REO Property. The Trustee shall have no responsibility for any action of the Master Servicer or the a Servicer pursuant to any such limited power of attorney and shall be indemnified by the Master Servicer or the related Servicer for any cost, liability or expense arising from the misuse thereof by the Master Servicer or the related Servicer. The Trustee, the Custodian and the Securities Administrator shall provide access to the records and documentation in possession of the Trustee, the Custodian or the Securities Administrator regarding the Mortgage Loans and REO Property and the servicing thereof to the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the Trustee, the Custodian or the Securities Administrator; provided, however, that, unless otherwise required by law, none of the Trustee, the Custodian or the Securities Administrator shall be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee, the Custodian and the Securities Administrator shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee’s, the Custodian’s or the Securities Administrator’s actual costs. The Trustee shall execute and deliver to the related Servicer or the Master Servicer upon request any court pleadings, requests for trustee’s sale or other documents necessary or desirable and, in each case, provided to the Trustee by the related Servicer or the Master Servicer to (i) the foreclosure or trustee’s sale with respect to a Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note or any other Loan Document; (iii) obtain a deficiency judgment against the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or any other Mortgage Loan Document or otherwise available at law or equity.

The Master Servicer. (a) The Master Servicer, as independent contract Master Servicer, shall service and administer the Mortgage Loans and shall have full power and authority, acting alone, to do any and all things in connection with such servicing and administration which the Master Servicer may deem necessary or desirable and consistent with the terms of this Agreement. The Master Servicer shall supervise, monitor may enter into subservicing agreements for any servicing and oversee administration of Mortgage Loans with any institution which (i) is in compliance with the obligation laws of each state necessary to enable it to perform its obligations under such subservicing agreement and (ii) is an affiliate of the Master Servicer. (b) Notwithstanding any subservicing agreement or any of the provisions of this Agreement relating to agreements or arrangements between the Master Servicer and a subservicer or reference to service actions taken through a subservicer or otherwise, the Master Servicer shall remain obligated and administer primarily liable for the servicing and administering of the Mortgage Loans in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such subservicing agreements or arrangements or by virtue of indemnification from the subservicer and to the same extent and under the same terms of and conditions as if the Servicing Agreement and shall have full power and authority to do any and all things which it may deem necessary or desirable in connection with such master Master Servicer alone were servicing and administrationadministering the Mortgage Loans. In performing its obligations hereunderFor purposes of this Agreement, the Master Servicer shall act be deemed to have received payments on Mortgage Loans when the subservicer has received such payments. The Master Servicer shall be entitled to enter into any agreement with a subservicer for indemnification of the Master Servicer by such subservicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. (c) Any subservicing agreement that may be entered into and any transactions or services relating to the Mortgage Loans involving a subservicer in its capacity as such and not as an originator shall be deemed to be between the subservicer and the Master Servicer alone, and the Trust Administrator, the Trustee and Certificateholders shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the subservicer except as set forth in Section 3.01(e). The Master Servicer shall be solely liable for all fees owed by it to any subservicer irrespective of whether the Master Servicer's compensation pursuant to this Agreement is sufficient to pay such fees. (d) In the event the Master Servicer shall for any reason no longer be the Master Servicer (including by reason of an Event of Default), the Trust Administrator or its designee shall thereupon assume all of the rights and obligations of the Master Servicer under each subservicing agreement that the Master Servicer may have entered into, unless the Trust Administrator or designee elects to terminate any subservicing agreement. Any fee payable in connection with such a termination will be payable by the outgoing Master Servicer. If the Trust Administrator does not terminate a subservicing agreement, the Trust Administrator, its designee or the successor Master Servicer for the Trust Administrator shall be deemed to have assumed all of the Master Servicer's interest therein and to have replaced the Master Servicer as a party to each subservicing agreement to the same extent as if the subservicing agreements had been assigned to the assuming party, except that the Master Servicer shall not thereby be relieved of any liability or obligations under the subservicing agreements with regard to events that occurred prior to the date the Master Servicer ceased to be the Master Servicer hereunder. The Master Servicer, at its expense and without right of reimbursement therefor, shall, upon the request of the Trust Administrator, deliver to the assuming party all documents and records and afford the assuming party reasonable access (to the extent practicable) to the computer systems, electronic files and personnel as they relate to each subservicing agreement and the Mortgage Loans then being serviced and an accounting of amounts collected and held by it and otherwise use its best efforts to effect the orderly and efficient transfer of the subservicing agreements to the assuming party. (e) Consistent with the terms of this Agreement, the Master Servicer may waive, modify or vary any term of any Mortgage Loan or consent to the postponement of strict compliance with any such term or in any manner consistent with Accepted grant indulgence to any Mortgagor if in the Master Servicing PracticesServicer's good faith determination such waiver, modification, postponement or indulgence is not materially adverse to the interests of the Certificateholders, provided, however, that the Master Servicer shall not make or permit any modification, waiver, or amendment of any Mortgage Loan which would cause the REMIC created hereunder to fail to qualify as a REMIC or result in the imposition of any tax under Section 860F(a) or Section 860G(d) of the Code. FurthermoreWithout limiting the generality of the foregoing, the Master Servicer shall oversee continue, and consult with the Servicer as necessary from time-to-time is hereby authorized and empowered to carry out the Master Servicer’s obligations hereunder, shall receive, review execute and evaluate all reports, information and other data provided to the Master Servicer by the Servicer and shall cause the Servicer to perform and observe the covenants, obligations and conditions to be performed or observed by the Servicer under the Servicing Agreement. The Master Servicer shall independently and separately monitor the servicing activities deliver on behalf of the Servicer Trustee and each Certificateholder, all instruments of satisfaction or cancellation, or of partial or full release, discharge and all other comparable instruments with respect to each Mortgage Loan, reconcile the results of such monitoring with such information provided in the previous sentence on a monthly basis and coordinate corrective adjustments to the Servicer’s and Master Servicer’s records, and based on such reconciled and corrected information, provide such information relating to the Mortgage Loans to the Securities Administrator as shall be necessary to enable it to prepare the statements specified in Section 5.06 and any other information and statements required to be provided by the Securities Administrator hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Servicer to the Distribution Account. Notwithstanding anything in this Agreement to the contrary, the Master Servicer shall not have any duty or obligation to enforce any Credit Risk Management Agreement that the Servicer is a party to (the “Servicer Credit Risk Management Agreement”) or to supervise, monitor or oversee the activities of the Credit Risk Manager under the Servicer Credit Risk Management Agreement with respect to any action taken or not taken the Mortgaged Properties. If reasonably required by the Servicer pursuant to a recommendation of Master Servicer, the Credit Risk Manager. The Trustee and the Trust Administrator shall furnish the Servicer and the Master Servicer with any limited powers of attorney and other documents in form acceptable to the Trustee necessary or appropriate to enable the Servicer and the Master Servicer to service carry out its servicing and administrative duties under this Agreement. Notwithstanding anything to the contrary contained herein, the Master Servicer, in servicing and administering the Mortgage Loans, shall employ or master service cause to be employed procedures (including collection, foreclosure and administer REO Property management procedures) and exercise the same care that it customarily employs and exercises in servicing and administering mortgage loans for its own account, in accordance with accepted mortgage servicing practices of prudent lending institutions servicing mortgage loans similar to the Mortgage Loans and REO Property. The Trustee giving due consideration to the Certificateholders' reliance on the Master Servicer. (f) On and after such time as the Trust Administrator receives the written resignation of, or notice of the removal of, the Master Servicer from its rights and obligations under this Agreement, and with respect to resignation pursuant to Section 6.04, after receipt by the Trust Administrator of the Opinion of Counsel required pursuant to Section 6.04, the Trust Administrator or its designee shall have no responsibility for any action assume all of the rights and obligations of the Master Servicer or the Servicer pursuant Servicer, subject to any such limited power of attorney and shall be indemnified by the Master Servicer or the Servicer for any cost, liability or expense arising from the misuse thereof by the Master Servicer or the Servicer. The Trustee, the Custodian and the Securities Administrator shall provide access to the records and documentation in possession of the Trustee, the Custodian or the Securities Administrator regarding the Mortgage Loans and REO Property and the servicing thereof to the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the Trustee, the Custodian or the Securities Administrator; provided, however, that, unless otherwise required by law, none of the Trustee, the Custodian or the Securities Administrator shall be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee, the Custodian and the Securities Administrator shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee’s, the Custodian’s or the Securities Administrator’s actual costs. The Trustee shall execute and deliver to the Servicer or the Master Servicer upon request any court pleadings, requests for trustee’s sale or other documents necessary or desirable and, in each case, provided to the Trustee by the Servicer or the Master Servicer to (i) the foreclosure or trustee’s sale with respect to a Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note or any other Loan Document; (iii) obtain a deficiency judgment against the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or any other Mortgage Loan Document or otherwise available at law or equitySection 7.

The Master Servicer. (a) The Master Servicer shall supervise, monitor and oversee the obligation of the Servicer to service and administer the Mortgage Loans on behalf of the Trustee and in the best interests of and for the benefit of the Certificateholders in accordance with the terms of this Agreement, the Crown Participation Agreement, the terms of the respective Mortgage Loans and Accepted Servicing Practices (or Accepted Special Servicing Practices, in the case of Specially Serviced Mortgage Loans). (b) Subject to Accepted Servicing Practices and Accepted Special Servicing Practices, as applicable, and the terms of this Agreement and of the Mortgage Loans, the Master Servicer shall have full power and authority authority, acting through the Primary Servicers and the Special Servicer pursuant to this Agreement, to do or cause to be done any and all things which it may deem necessary or desirable in connection with such master servicing and administration. In performing administration that it may deem, in its obligations hereunderbest judgment, necessary or desirable, including, without limitation, to execute and deliver, on behalf of the Master Servicer shall act in Trustee, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to a manner consistent with Accepted Master Servicing Practices. Furthermore, the Master Servicer shall oversee and consult with the Servicer as necessary from time-to-time to carry out the Master Servicer’s obligations hereunder, shall receive, review and evaluate all reports, information and other data provided to the Master Servicer by the Servicer and shall cause the Servicer to perform and observe the covenants, obligations and conditions to be performed or observed by the Servicer under the Servicing AgreementMortgage Loan. The Master Servicer shall independently perform its obligations hereunder in accordance with applicable state and separately monitor the servicing activities of the Servicer with respect to each Mortgage Loan, reconcile the results of such monitoring with such information provided in the previous sentence on a monthly basis and coordinate corrective adjustments to the Servicer’s and Master Servicer’s records, and based on such reconciled and corrected information, provide such information relating to the Mortgage Loans to the Securities Administrator as shall be necessary to enable it to prepare the statements specified in Section 5.06 and any other information and statements required to be provided by the Securities Administrator hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Servicer to the Distribution Accountfederal Law. Notwithstanding anything in this Agreement to the contraryforegoing, the Master Servicer shall not have modify, waive or amend any duty term of any Mortgage Loan (or obligation consent to enforce any Credit Risk Management Agreement such modification, waiver or amendment) if such modification, waiver or amendment would affect the related Monthly Payment, the related Maturity Date, the related Mortgage Interest Rate or the related amortization schedule. To the extent any Mortgage Loan contains an enforceable "due-on- encumbrance" clause, the Master Servicer shall enforce, and shall not waive, such clause. (c) The Master Servicer shall, for the benefit of the Certificateholders, monitor the actions of the Primary Servicers and Special Servicer. If the Master Servicer determines that the any Servicer is a party to (in breach of any term of this Agreement, it shall notify the “Servicer Credit Risk Management Agreement”) or to supervise, monitor or oversee the activities of the Credit Risk Manager under the Servicer Credit Risk Management Agreement with respect to Trustee and pursue any action taken or not taken appropriate remedies. Any expenses incurred by the Master Servicer pursuant to in connection with any actions taken hereunder shall be deemed a recommendation of the Credit Risk Manager. The Trustee shall furnish the Servicer Servicing Advance and the Master Servicer with any limited powers shall be entitled to reimbursement therefor pursuant to Section 4.03(a). (d) In the event of attorney and other documents in form acceptable termination or resignation pursuant to the terms hereof of a Primary Servicer or Special Servicer, unless a successor has been appointed pursuant to the terms of this Agreement, all servicing obligations of such Servicer shall automatically be assumed by the Master Servicer without any act or deed on the part of such Servicer, the Trustee necessary or appropriate to enable the Servicer Master Servicer, and the Master Servicer either shall assume the rights and obligations of the such Servicer hereunder or shall appoint a successor Primary Servicer or Special Servicer pursuant to service or master service and administer Section 3.10. (e) On the Mortgage Loans and REO Property. The Trustee shall have no responsibility for any action of Delivery Date, the Master Servicer shall provide each Primary Servicer and the Special Servicer with a schedule of each Determination Date, Primary Remittance Date and Distribution Date for the current calendar year and with a list of the days on which banking and savings and loan institutions in the states of Massachusetts, New York, Pennsylvania, Georgia and Texas are authorized or obligated by law to be closed during the Servicer pursuant to any such limited power current calendar year. Not later than the first Business Day in December of attorney and shall be indemnified by each year, commencing in 1997, the Master Servicer or the shall provide each Primary Servicer for any cost, liability or expense arising from the misuse thereof by the Master Servicer or the Servicer. The Trustee, the Custodian and the Securities Administrator shall provide access to Special Servicer with a schedule of each Determination Date, Primary Remittance Date and Distribution Date for the records following calendar year and documentation in possession with a list of the Trusteedays on which banking and savings and loan institutions in the states of Massachusetts, New York, Pennsylvania, Georgia and Texas are authorized or obligated by law to be closed during the Custodian or the Securities Administrator regarding the Mortgage Loans and REO Property and the servicing thereof to the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the Trustee, the Custodian or the Securities Administrator; provided, however, that, unless otherwise required by law, none of the Trustee, the Custodian or the Securities Administrator shall be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee, the Custodian and the Securities Administrator shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee’s, the Custodian’s or the Securities Administrator’s actual costs. The Trustee shall execute and deliver to the Servicer or the Master Servicer upon request any court pleadings, requests for trustee’s sale or other documents necessary or desirable and, in each case, provided to the Trustee by the Servicer or the Master Servicer to (i) the foreclosure or trustee’s sale with respect to a Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note or any other Loan Document; (iii) obtain a deficiency judgment against the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or any other Mortgage Loan Document or otherwise available at law or equityfollowing calendar year.

The Master Servicer. The Master Servicer shall supervise, monitor and oversee the obligation of the Servicer to service and administer the Mortgage Loans in accordance with the terms of the Servicing this Agreement and shall have full power and authority to do any and all things which it may deem necessary or desirable in connection with such master servicing and administration. In performing its obligations hereunder, the Master Servicer shall act in a manner consistent with Accepted Master Servicing Practices. Furthermore, the Master Servicer shall oversee and consult with the Servicer as necessary from time-to-time to carry out the Master Servicer’s obligations hereunder, shall receive, review and evaluate all reports, information and other data provided to the Master Servicer by the Servicer and shall cause the Servicer to perform and observe the covenants, obligations and conditions to be performed or observed by the Servicer under the Servicing this Agreement. The Master Servicer shall independently and separately monitor the Servicer’s servicing activities of the Servicer with respect to each Mortgage Loan, reconcile the results of such monitoring with such information provided in the previous sentence on a monthly basis and coordinate corrective adjustments to the Servicer’s and Master Servicer’s records, and based on such reconciled and corrected information, provide such information relating to the Mortgage Loans to the Securities Administrator as shall be necessary to enable it to prepare the statements specified in Section 5.06 and any other information and statements required to be provided by the Securities Administrator hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Servicer to the Distribution Account. Notwithstanding anything in this Agreement to the contrary, the Master Servicer shall not have any duty or obligation to enforce any Credit Risk Management Agreement that the Servicer is a party to (the “Servicer Credit Risk Management Agreement”) or to supervise, monitor or oversee the activities of the Credit Risk Manager under the Servicer Credit Risk Management Agreement with respect to any action taken or not taken by the Servicer pursuant to a recommendation of the Credit Risk Manager. The Trustee shall furnish the Servicer and the Master Servicer with any limited powers of attorney and other documents in form acceptable agreeable to the Trustee necessary or appropriate to enable the Servicer and the Master Servicer to service or master service and administer the Mortgage Loans and REO Property. The Trustee shall have no responsibility for any action of the Master Servicer or the Servicer pursuant to any such limited power of attorney or any other executed document delivered by the Trustee pursuant to this paragraph and shall be indemnified by the Master Servicer or and the Servicer for any cost, liability or expense arising from the misuse thereof by the Master Servicer or the Servicer. The Trustee, the Custodian and the Securities Administrator shall provide access to the records and documentation in possession of the Trustee, the Custodian or the Securities Administrator regarding the Mortgage Loans and REO Property and the servicing thereof to the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the Trustee, the Custodian or the Securities Administrator; provided, however, that, unless otherwise required by law, none of the Trustee, the Custodian or the Securities Administrator shall be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee, the Custodian and the Securities Administrator shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee’s, the Custodian’s or the Securities Administrator’s actual costs. The Trustee shall execute and deliver to the Servicer or the Master Servicer upon request any court pleadings, requests for trustee’s sale or other documents necessary or desirable and, in each case, provided to the Trustee by the Servicer or the Master Servicer to (i) the foreclosure or trustee’s sale with respect to a Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note or any other Loan Document; (iii) obtain a deficiency judgment against the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or any other Mortgage Loan Document or otherwise available at law or equity.

The Master Servicer. (a) The Master Servicer shall supervise, monitor and oversee the obligation of the Servicer to service and administer each Mortgage Loan (except as such obligations may be undertaken by the Mortgage Loans Special Servicer pursuant to Article VI hereof) on behalf of and in the best interests of and for the benefit of the Bondholders in accordance with the terms of this Servicing Agreement, the terms of the respective Mortgage Loans and Accepted Master Servicing Practices. (b) Subject to Accepted Master Servicing Practices and the terms of this Servicing Agreement and of each Mortgage Loan, the Master Servicer shall have full power and authority to do or cause to be done any and all things which it may deem necessary or desirable in connection with such master servicing and administrationadministration that it may deem, in its best judgment, necessary or desirable, including, without limitation, to execute and deliver any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to any Mortgage Loan which is not a Specially Serviced Mortgage Loan. In performing its obligations hereunderWithout limiting the generality of the foregoing, the Master Servicer shall act in a manner consistent with Accepted Master Servicing Practices. Furthermoreshall, the Master Servicer shall oversee and consult with the Servicer as necessary from time-is hereby authorized and empowered to-time to carry out the Master Servicer’s obligations hereunder, shall receive, review and evaluate all reports, information and other data provided to the Master Servicer by the Servicer and shall cause the Servicer to perform and observe the covenants, obligations and conditions to be performed or observed by the Servicer under the Servicing Agreement. The Master Servicer shall independently and separately monitor the servicing activities of the Servicer with respect to each Mortgage Loan, reconcile prepare, execute and deliver at the results expense of such monitoring with such information provided in the previous sentence on a monthly basis Issuer, any and coordinate corrective adjustments to the Servicer’s all financing statements, continuation statements and Master Servicer’s records, and based on such reconciled and corrected information, provide such information relating to the Mortgage Loans to the Securities Administrator as shall be other documents or instruments necessary to enable it to prepare maintain the statements specified in Section 5.06 lien on the related Mortgaged Property and any other information and statements required to be provided by the Securities Administrator hereunderrelated collateral. The Master Servicer shall reconcile the results of its service and administer each Mortgage Loan monitoring in accordance with the actual remittances of the Servicer applicable state and federal Law and shall provide to each Mortgagor any information required to be provided to it thereby. Subject to the Distribution Account. Notwithstanding anything in this Agreement to the contraryforegoing, the Master Servicer shall service and administer each Mortgage Loan in accordance with the Mortgage Loan Documents, and shall enforce all provisions provided in the Mortgage Loan Documents, including but not have any duty or obligation limited to enforce any Credit Risk Management Agreement that the Servicer is a party to (the “Servicer Credit Risk Management Agreement”) or to superviseestablishment and administration of escrow accounts, monitor or oversee the activities of the Credit Risk Manager under the Servicer Credit Risk Management Agreement with respect to any action taken or not taken by the Servicer pursuant to a recommendation of the Credit Risk Managerreserve accounts, impound accounts and operation and maintenance plans. The Trustee shall furnish the Servicer and the Master Servicer with may from time to time request in writing any limited powers of attorney and other documents in form acceptable to the Trustee necessary or appropriate to enable the Master Servicer to carry out its servicing and administrative duties hereunder. If it shall make such written request, the Master Servicer to service or master service and administer the Mortgage Loans and REO Property. The Trustee shall have no responsibility prepare for any action of the Master Servicer or the Servicer pursuant to any such limited power of attorney and shall be indemnified signature by the Master Servicer or the Servicer for any cost, liability or expense arising from the misuse thereof by the Master Servicer or the Servicer. The Indenture Trustee, the Custodian and the Securities Administrator shall provide access to the records and documentation in possession of the Trustee, the Custodian or the Securities Administrator regarding the Mortgage Loans and REO Property and the servicing thereof to the Certificateholders, the FDIC, and the supervisory agents and examiners Indenture Trustee shall sign any such powers of the FDIC, attorney or other documents necessary or appropriate to carry out such access being afforded only upon reasonable prior written request and during normal business hours at the office of the Trustee, the Custodian or the Securities Administratorduties hereunder; provided, however, thatthat the Indenture Trustee shall not be held liable for any misuse of any such power of attorney by the Master Servicer. (c) The Master Servicer (as to non-Specially Serviced Mortgage Loans) and the Special Servicer (as to Specially Serviced Mortgaged Loans) assumes, unless with respect to each Mortgage Loan (except as otherwise required set forth in this Servicing Agreement), full responsibility for the timely payment (subject to Section 4.05(b) with respect to any Nonrecoverable Advances) of all customary, reasonable and necessary "out of pocket" costs and expenses (including reasonable attorneys' fees and disbursements) whether or not reimbursable by lawthe Trust Estate, none incurred in connection with: (i) any enforcement, administrative or judicial proceedings, or any necessary legal work or advice specifically related to servicing the Mortgage Loans, including but not limited to, bankruptcies, condemnations, drug seizures, foreclosures by subordinate lienholders, legal costs associated with preparing powers of attorney pursuant to Section 4.01(b) above, and other claim or legal actions incidental to the servicing of the TrusteeMortgage Loans (provided that such expenses are reasonable and that the Master Servicer or Special Servicer, as applicable, specifies the Custodian Mortgage Loan(s) to which such expenses relate); (ii) all ground rents, taxes, assessments, water rates, sewer rates and other charges, as applicable, that are or may become a lien upon the Securities Administrator shall be required to provide access to such records Mortgaged Property, and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trusteeall fire, the Custodian flood, hazard and the Securities Administrator shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee’s, the Custodian’s or the Securities Administrator’s actual costs. The Trustee shall execute and deliver other insurance coverage (to the extent required in this Servicing Agreement, including renewal payments); and (iii) compliance with the servicing provisions applicable to the Master Servicer or Special Servicer, as applicable, set forth herein. With respect to any costs described in clauses (i) and (ii) above as to non-Specially Serviced Mortgaged Loans, and to the extent the related Mortgage Loan Documents do not provide for escrow payments or the Master Servicer upon request determines that any court pleadings, requests for trustee’s sale or other documents necessary or desirable and, in each case, provided to the Trustee such payments have not been made by the Servicer or related Mortgagor, the Master Servicer shall effect timely payment of all such expenses before they become delinquent if the Master Servicer shall have or should have had knowledge based on Accepted Master Servicing Practices of such nonpayment by the Mortgagor before it becomes delinquent, and, otherwise, the Master Servicer shall effect immediate payment of all such expenses which have become delinquent and about which it has knowledge or should have knowledge based on Accepted Master Servicing Practices. The Master Servicer shall make Property Protection Advances from its own funds to effect such payments to the extent not deemed a Nonrecoverable Advance and shall be reimbursed therefor in accordance with Section 4.03(a) hereof; provided, that with respect to the payment of taxes and assessments, the Master Servicer shall make such advance within five (i5) Business Days after the foreclosure Master Servicer has received confirmation that such item has not been paid; provided further that the Master Servicer shall use its reasonable best efforts in accordance with Accepted Master Servicing Practices, to confirm whether such items have been paid. With respect to any costs described in clause (iii) above, the Master Servicer shall be entitled to reimbursement of such costs as Property Protection Advances only to the extent expressly provided in this Servicing Agreement. If the Master Servicer determines with respect to any Mortgage Loan that a Property Protection Advance, if made, would constitute a Nonrecoverable Advance or trustee’s sale that it has made a Nonrecoverable Advance, it shall deliver to the Indenture Trustee a Nonrecoverable Advance Certificate. (d) Upon the occurrence of a Servicing Transfer Event or upon the resignation or termination of the Master Servicer, the Master Servicer shall effect the timely and efficient transfer of its servicing responsibilities (excluding, with respect to a Mortgaged PropertyServicing Transfer Event, the Master Servicer's obligation to make Advances; (ii) any legal action brought provided, that, if the Master Servicer is terminated or resigns, the Master Servicer shall no longer have the obligation to obtain judgment against any Mortgagor on make Advances and the Mortgage Note successor shall be obligated to do so subsequent to the date of such termination or any other Loan Document; (iii) obtain a deficiency judgment against the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or any other Mortgage Loan Document or otherwise available at law or equityresignation).

The Master Servicer. The Master Servicer shall supervise, monitor and oversee the obligation of the Servicer Servicers to service and administer the Mortgage Loans in accordance with the terms of this Agreement and the Servicing Agreement and shall have full power and authority to do any and all things which it may deem necessary or desirable in connection with such master servicing and administration. In performing its obligations hereunder, the Master Servicer shall act in a manner consistent with Accepted Master Servicing Practices. Furthermore, the Master Servicer shall oversee and consult with the Servicer Servicers as necessary from time-to-time to carry out the Master Servicer’s obligations hereunder, shall receive, review and evaluate all reports, information and other data provided to the Master Servicer by the Servicer Servicers and shall cause the each Servicer to perform and observe the covenants, obligations and conditions to be performed or observed by the such Servicer under this Agreement or the Servicing Agreement, as applicable. The Master Servicer shall independently and separately monitor the servicing activities of the Servicer Servicers with respect to each Mortgage Loan, reconcile the results of such monitoring with such information provided in the previous sentence on a monthly basis and coordinate corrective adjustments to the Servicer’s Servicers and Master Servicer’s records, and based on such reconciled and corrected information, provide such information relating to the Mortgage Loans to the Securities Administrator as shall be necessary to enable it to prepare the statements specified in Section 5.06 and any other information and statements required to be provided by the Securities Administrator hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Servicer Servicers to the Distribution AccountAccounts. Notwithstanding anything in this Agreement to the contrary, the Master Servicer shall not have any duty or obligation to enforce any Credit Risk Management Agreement that the Servicer is a party to (the “Servicer Credit Risk Management Agreement”) or to supervise, monitor or oversee the activities of the Credit Risk Manager under the Servicer Credit Risk Management Agreement with respect to any action taken or not taken by the Servicer pursuant to a recommendation of the Credit Risk Manager. The Trustee shall furnish the Servicer Servicers and the Master Servicer with any limited powers of attorney and other documents in form acceptable to the Trustee necessary or appropriate to enable the Servicer and the Master Servicer to service or master service and administer the Mortgage Loans and REO Property. The Trustee shall have no responsibility for any action of the Master Servicer or the a Servicer pursuant to any such limited power of attorney and shall be indemnified by the Master Servicer or the related Servicer for any cost, liability or expense arising from the misuse thereof by the Master Servicer or the related Servicer. The Trustee, the Custodian and the Securities Administrator shall provide access to the records and documentation in possession of the Trustee, the Custodian or the Securities Administrator regarding the Mortgage Loans and REO Property and the servicing thereof to the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the Trustee, the Custodian or the Securities Administrator; provided, however, that, unless otherwise required by law, none of the Trustee, the Custodian or the Securities Administrator shall be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee, the Custodian and the Securities Administrator shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee’s, the Custodian’s or the Securities Administrator’s actual costs. The Trustee shall execute and deliver to the Servicer or the Master Servicer upon request any court pleadings, requests for trustee’s sale or other documents necessary or desirable and, in each case, provided to the Trustee by the Servicer or the Master Servicer to (i) the foreclosure or trustee’s sale with respect to a Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note or any other Loan Document; (iii) obtain a deficiency judgment against the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or any other Mortgage Loan Document or otherwise available at law or equity.

The Master Servicer. (a) The Master Servicer shall supervise, monitor and oversee the obligation of the Servicer to service and administer the Mortgage Loans in accordance with the terms of the this Agreement and in accordance with Accepted Servicing Agreement Practices, and shall have full power and authority authority, acting alone, to do or cause to be done any and all things in connection with such servicing and administration which it may deem necessary or desirable desirable. (b) The Master Servicer shall exercise its discretion consistent with Accepted Servicing Practices and the terms of this Agreement, with respect to the enforcement of defaulted Mortgage Loans in connection such manner as will maximize the receipt of principal and interest with respect thereto, including but not limited to the sale of such master servicing Mortgage Loan to a third party, the modification of such Mortgage Loan, or foreclosure upon the related property with a Mortgage and administration. In performing its obligations hereunder, disposition thereof. (c) The duties of the Master Servicer shall act in a manner consistent include collecting and posting of all payments, responding to inquiries of Mortgagors or by federal, state or local government authorities with Accepted Master Servicing Practices. Furthermore, the Master Servicer shall oversee and consult with the Servicer as necessary from time-to-time to carry out the Master Servicer’s obligations hereunder, shall receive, review and evaluate all reports, information and other data provided respect to the Master Servicer by Mortgage Loans, investigating delinquencies, reporting tax information to Mortgagors in accordance with its customary practices and accounting for collections and furnishing monthly and annual statements to the Servicer Indenture Trustee with respect to distributions, paying Compensating Interest and shall cause the Servicer to perform making Periodic Advances and observe the covenants, obligations and conditions to be performed or observed by the Servicer under the Servicing AgreementAdvances pursuant hereto. The Master Servicer shall independently follow its customary standards, policies and separately monitor the servicing activities of the Servicer with respect to each Mortgage Loan, reconcile the results of such monitoring with such information provided procedures in the previous sentence on a monthly basis and coordinate corrective adjustments to the Servicer’s and performing its duties as Master Servicer’s records, and based on such reconciled and corrected information, provide such information relating to the Mortgage Loans to the Securities Administrator as shall be necessary to enable it to prepare the statements specified in Section 5.06 and any other information and statements required to be provided by the Securities Administrator hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring cooperate with the actual remittances of the Servicer Indenture Trustee and furnish to the Distribution Account. Notwithstanding anything Indenture Trustee with reasonable promptness information in this Agreement its possession as may be necessary or appropriate to enable the contrary, the Master Servicer shall not have any duty or obligation Indenture Trustee to enforce any Credit Risk Management Agreement that the Servicer is a party to (the “Servicer Credit Risk Management Agreement”) or to supervise, monitor or oversee the activities of the Credit Risk Manager under the Servicer Credit Risk Management Agreement with respect to any action taken or not taken by the Servicer pursuant to a recommendation of the Credit Risk Managerperform its tax reporting duties hereunder. The Indenture Trustee shall furnish the Servicer and Master Servicer, or the Master Backup Servicer with any limited powers of attorney and other documents in form acceptable to as the Indenture Trustee shall deem necessary or appropriate to enable the Servicer and the Master Servicer to service or master service and administer the Mortgage Loans and REO Property. The Trustee shall have no responsibility for any action of the Master Servicer or the Servicer pursuant to any such limited power of attorney and shall be indemnified by the Master Servicer or the Servicer for any cost, liability or expense arising from the misuse thereof by the Master Servicer or the Servicer. The Trustee, the Custodian and the Securities Administrator shall provide access to the records and documentation in possession of the Trustee, the Custodian or the Securities Administrator regarding the Mortgage Loans and REO Property and the servicing thereof to the Certificateholders, the FDIC, and the supervisory agents Backup Servicer to carry out its servicing and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the Trustee, the Custodian or the Securities Administratoradministrative duties hereunder; provided, however, thatthe Master Servicer, unless otherwise required by law, none of the Trustee, the Custodian or the Securities Administrator Backup Servicer shall be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee, the Custodian and the Securities Administrator shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment prepare for that purpose at a charge that covers the Trustee’s, the Custodian’s or the Securities Administrator’s actual costs. The Trustee shall execute and deliver to the Indenture Trustee for its execution any such powers of attorney; provided, further, that the Indenture Trustee shall not be responsible for any misuse of any such power of attorney. (d) [Reserved]. (e) The Master Servicer shall, in accordance with Accepted Servicing Practices, have the right to approve requests of Mortgagors for consent to (i) partial releases of Mortgage Loans and (ii) alterations, removal, demolition or division of Mortgaged Properties subject to Mortgage Loans. No such request shall be approved by the Master Servicer upon request unless: (x) the provisions of the related Mortgage Note have been complied with; (y) the LTV (which may, for this purpose, be determined at the time of any court pleadings, requests for trustee’s sale or other documents necessary or desirable and, such action in each case, provided a manner reasonably acceptable to the Trustee Note Insurer) after any release does not exceed the LTV set forth for such Mortgage Loan in the Mortgage Loan Schedule; and (z) the lien priority, monthly payment, Mortgage Interest Rate or maturity date of the related Mortgage is not affected except in accordance with Section 5.02; provided, however, that the foregoing requirements (x), (y) and (z) shall not apply to any such situation described in this paragraph if such situation results from any condemnation or easement activity by a governmental entity. (f) Notwithstanding anything else contained herein, the Master Servicer may not, without the consent of the Note Insurer, agree to a modification or extension of any Mortgage Loan unless both (i) such Mortgage Loan is in default or a default thereon is reasonably foreseeable and (ii) such modification or extension would not result in the Master Servicer agreeing to modifications or extensions on Mortgage Loans with aggregate Cut-Off Date Principal Balances of more than __% of the Maximum Collateral Amount. In addition, the Master Servicer may not agree to more than (i) one modification or extension with respect to any individual Mortgage Loan in a calendar year or (ii) three modifications or extensions of an individual Mortgage Loan during the life of such Mortgage Loan. (g) [Reserved]. (h) Without limiting the generality of the foregoing, but subject to Sections 5.05 and 5.06, the Master Servicer in its own name may be authorized and empowered pursuant to a power of attorney executed and delivered by the Servicer Indenture Trustee to execute and deliver, and may be authorized and empowered by the Indenture Trustee, to execute and deliver, on behalf of itself, the Noteholders and the Indenture Trustee or any of them, (i) any and all instruments of satisfaction or cancellation or of partial or full release or discharge and all other comparable instruments with respect to the Mortgage Loans and with respect to the Mortgaged Properties, (ii) and to institute foreclosure proceedings or obtain a deed in lieu of foreclosure so as to effect ownership of any Mortgaged Property on behalf of the Indenture Trustee, and (iii) to hold title to any Mortgaged Property upon such foreclosure or deed in lieu of foreclosure on behalf of the Indenture Trustee; provided, however, that Section 5.07(a) shall constitute a power of attorney from the Indenture Trustee to the Master Servicer to execute an instrument of satisfaction (or assignment of mortgage without recourse) with respect to any Mortgage Loan paid in full (or with respect to which payment in full has been escrowed). Subject to Sections 5.05 and 5.06, the Indenture Trustee shall furnish the Master Servicer with any powers of attorney and other documents as the Master Servicer shall reasonably request to enable the Master Servicer to carry out their respective servicing and administrative duties hereunder; provided, however, the Master Servicer shall prepare for and deliver to the Indenture Trustee for its execution any such powers of attorney; provided, further, that the Indenture Trustee shall not be responsible for any misuse of any such power of attorney. (i) The Master Servicer shall give prompt notice to the foreclosure Backup Servicer, the Indenture Trustee and the Note Insurer of any action, of which the Master Servicer has actual knowledge, to (i) assert a claim against the Trust or trustee’s sale with respect to a Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor on assert jurisdiction over the Trust. (j) Servicing Advances incurred by the Master Servicer in connection with the servicing of the Mortgage Loans (including any penalties in connection with the payment of any taxes and assessments or other charges) on any Mortgaged Property shall be recoverable by the Master Servicer to the extent described herein. (k) The Master Servicer shall be entitled to rely, and shall be fully protected in relying, upon any promissory note, writing, resolution, notice, consent, certificate, affidavit, letter, e-mail, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document reasonably believed by it to be genuine and correct and to have been signed, sent or made by the proper person or persons and upon advice and statements of legal counsel (including, without limitation, counsel to the Mortgagor(s)), independent accountants and other experts selected by the Master Servicer. (l) The Master Servicer shall have no liability to the Sponsor, the Indenture Trustee, the Owner Trustee, the Note Insurer, any Noteholder or any other Loan DocumentPerson for any action taken, or for refraining from the taking of any action, in good faith pursuant to this Agreement, or for errors in judgment; (iii) obtain a deficiency judgment against provided, however, that the Mortgagor; foregoing shall not apply to any breach of representations or (iv) enforce any other rights or remedies provided warranties made by the Mortgage Note Master Servicer herein, or to any specific liability imposed upon the Master Servicer pursuant to this Agreement or any other Mortgage Loan Document liability that would otherwise be imposed upon the Master Servicer by reason of its willful misconduct, bad faith or otherwise available at law negligence in the performance of its duties hereunder or equityby reason of its failure to perform its obligations or duties hereunder.

The Master Servicer. (a) It is intended that the Trust formed hereunder shall consist of the REMIC I and REMIC II and that the affairs of the Trust shall be conducted so as to qualify REMIC I and REMIC II each as a "real estate mortgage investment conduit" as defined in and in accordance with the REMIC Provisions. In furtherance of such intentions, the Master Servicer covenants and agrees that it shall not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status of REMIC I or REMIC II. (b) The Master Servicer shall supervise, monitor and oversee the obligation of the Servicer to service and administer the Mortgage Loans in accordance a manner consistent with the terms of the Servicing this Agreement and with general industry practice and shall have full power and authority authority, acting alone or through a Subservicer, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable desirable, it being understood, however, that the Master Servicer shall at all times remain responsible to the Trustee and the Certificateholders for the performance of its duties and obligations hereunder in connection accordance with the terms hereof and any amounts in respect of the Mortgage Loans received by any such master servicing and administrationSubservicer shall be deemed to have been received by the Master Servicer whether or not actually received by it. In performing its obligations hereunderWithout limiting the generality of the foregoing, the Master Servicer shall act continue, and is hereby authorized and empowered by the Trustee, to execute and deliver, in connection with the Trust taking possession of any Mortgaged Property or upon receipt from the Mortgagor of the amounts owed under the related Mortgage Loan and upon delivery of written notice to the Trustee, on behalf of itself, the Certificateholders and the Trustee or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Properties. The Trustee shall upon written request of a manner consistent Servicing Officer furnish the Master Servicer with Accepted any powers of attorney and other documents necessary or appropriate to enable the Master Servicing PracticesServicer to carry out its servicing and administrative duties hereunder, which powers of attorney or other documents shall be prepared by the Master Servicer. FurthermoreThe relationship of the Master Servicer (and of any successor to the Master Servicer as servicer under this Agreement) to the Trustee under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent. (c) In the event that the rights, duties and obligations of the Master Servicer are terminated hereunder, any successor to the Master Servicer shall oversee assume the terminated Master Servicer's rights under such subservicing arrangements which termination or assumption will not violate the terms of such arrangements. (d) [RESERVED] (e) The Master Servicer may agree to changes in the terms of a Mortgage Loan that would not cause REMIC I or REMIC II to fail to qualify as a REMIC, as evidenced by a Nondisqualification Opinion delivered by the Master Servicer to the Trustee prior to the effective date of any such change, provided, however, that such changes (i) do not adversely affect the interests of Certificateholders, (ii) are consistent with prudent business practice, as evidenced by an Officer's Certificate, substantially in the form of Exhibit G, delivered by the Master Servicer to the Trustee prior to such effective date, (iii) do not extend the maturity date of such Mortgage Loan in excess of one year, and consult (iv) do not result in any change of the Loan Rate of such Mortgage Loan. (f) [RESERVED] (g) The Master Servicer may enter into subservicing agreements for any servicing and administration of Mortgage Loans with any institution which is in compliance with the laws of each state necessary to enable it to perform its obligations under such subservicing agreement and (1) has been designated as an approved Seller/Servicer as necessary from time-to-time to carry out by FHLMC or Fannxx Xxx, xx (2) is an Affiliate of the Master Servicer’s obligations hereunder, . The Master Servicer shall receive, review and evaluate all reports, information and other data provided give notice to the Master Servicer by Trustee of the Servicer appointment of any Subservicer. Any subservicing arrangement shall be consistent with and shall cause not violate the Servicer to perform and observe the covenants, obligations and conditions to be performed or observed by the Servicer under the Servicing provisions of this Agreement. The Master Servicer shall independently and separately monitor the servicing activities not be relieved of its obligations under this Agreement notwithstanding any such arrangement or any of the provisions of this Agreement relating to arrangements between the Master Servicer and a Subservicer or otherwise, and the Master Servicer shall be obligated to the same extent and under the same terms and conditions as if the Master Servicer alone were servicing and administering the Mortgage Loans. Any such arrangement shall be deemed to be between the Subservicer and the Master Servicer alone and the Trustee and the Trust shall not be deemed a party thereto and shall have no claims, rights, obligations, duties or liabilities with respect to each Mortgage Loan, reconcile any Subservicer. (h) The Master Servicer and all Subservicers shall be deemed a single entity for the results purpose of such monitoring determining compliance with such information provided in the previous sentence terms of this Agreement and the Master Servicer shall be deemed to have received Principal Collections and Interest Collections on a monthly basis and coordinate corrective adjustments to the Servicer’s and Master Servicer’s records, and based on such reconciled and corrected information, provide such information relating to the Mortgage Loans when any Subservicer has received such Principal Collections and Interest Collections. (i) A Holder of Subordinate Certificates may direct the Master Servicer, subject to the Securities Administrator as shall be necessary Mater Servicer's approval, to enable it enter into a special servicing agreement (in substantially the form of Exhibit R hereto) (the "Special Servicing Agreement") with a special servicer chosen by such Holder and acceptable to prepare the statements specified in Section 5.06 and any other information and statements required to be provided by Master Servicer (the Securities Administrator hereunder"Special Servicer"). The Master Special Servicer shall reconcile the results may have an interest in a Class of its Mortgage Loan monitoring with the actual remittances of the Servicer Subordinate Certificates. Pursuant to the Distribution Account. Notwithstanding anything in this Agreement to the contrarySpecial Servicing Agreement, the Master Servicer shall not have any duty or obligation will contract with the Special Servicer for the Servicing of Mortgage Loans that become Specially Serviced Mortgage Loans (as defined in the Special Servicing Agreement) to enforce any Credit Risk Management Agreement the extent that the Servicer is a party to (the “Servicer Credit Risk Management Agreement”) or to supervise, monitor or oversee the activities of the Credit Risk Manager under the Servicer Credit Risk Management Agreement with respect to any action taken or not taken by the Servicer pursuant to a recommendation of the Credit Risk Manager. The Trustee shall furnish the Servicer and the Master Servicer with any limited powers is granted the authority in the related subservicing agreement or has otherwise obtained the agreement of attorney and other documents in form acceptable the related Subservicer to transfer the Trustee necessary or appropriate to enable the Servicer and the Master Servicer to service or master service and administer the servicing of such Specially Serviced Mortgage Loans and REO Property. The Trustee shall have no responsibility for any action of subject to other conditions set forth in the Master Servicer or the Servicer pursuant to any such limited power of attorney and shall be indemnified by the Master Servicer or the Servicer for any cost, liability or expense arising from the misuse thereof by the Master Servicer or the Servicer. The Trustee, the Custodian and the Securities Administrator shall provide access to the records and documentation in possession of the Trustee, the Custodian or the Securities Administrator regarding the Mortgage Loans and REO Property and the servicing thereof to the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the Trustee, the Custodian or the Securities Administrator; provided, however, that, unless otherwise required by law, none of the Trustee, the Custodian or the Securities Administrator shall be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee, the Custodian and the Securities Administrator shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee’s, the Custodian’s or the Securities Administrator’s actual costs. The Trustee shall execute and deliver to the Servicer or the Master Servicer upon request any court pleadings, requests for trustee’s sale or other documents necessary or desirable and, in each case, provided to the Trustee by the Servicer or the Master Servicer to (i) the foreclosure or trustee’s sale with respect to a Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note or any other Loan Document; (iii) obtain a deficiency judgment against the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or any other Mortgage Loan Document or otherwise available at law or equitySpecial Servicing Agreement.

The Master Servicer. The Master Servicer shall supervise, monitor and oversee the obligation of the Servicer to service and administer the Mortgage Loans in accordance with the terms of the Servicing this Agreement and shall have full power and authority to do any and all things which it may deem necessary or desirable in connection with such master servicing and administration. In performing its obligations hereunder, the Master Servicer shall act in a manner consistent with Accepted Master Servicing Practices. Furthermore, the Master Servicer shall oversee and consult with the Servicer as necessary from time-to-time to carry out the Master Servicer’s obligations hereunder, shall receive, review and evaluate all reports, information and other data provided to the Master Servicer by the Servicer and shall cause the Servicer to perform and observe the covenants, obligations and conditions to be performed or observed by the Servicer under the Servicing this Agreement. The Master Servicer shall independently and separately monitor the servicing activities of the Servicer with respect to each Mortgage Loan, reconcile the results of such monitoring with such information provided in the previous sentence on a monthly basis and coordinate corrective adjustments to the Servicer’s Servicer and Master Servicer’s records, and based on such reconciled and corrected information, provide such information relating to the Mortgage Loans to the Securities Administrator as shall be necessary to enable it to prepare the statements specified in Section 5.06 and any other information and statements required to be provided by the Securities Administrator hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Servicer to the Distribution Account. Notwithstanding anything in this Agreement to the contrary, the Master Servicer shall not have any duty or obligation to enforce any Credit Risk Management Agreement that the Servicer is a party to (the “Servicer Credit Risk Management Agreement”) or to supervise, monitor or oversee the activities of the Credit Risk Manager under the Servicer Credit Risk Management Agreement with respect to any action taken or not taken by the Servicer pursuant to a recommendation of the Credit Risk Manager. The Trustee shall furnish the Servicer and the Master Servicer with any limited powers of attorney and other documents in form acceptable to the Trustee necessary or appropriate to enable the Servicer and the Master Servicer to service or master service and administer the Mortgage Loans and REO Property. The Trustee shall have no responsibility for any action of the Master Servicer or the Servicer pursuant to any such limited power of attorney and shall be indemnified by the Master Servicer or the Servicer for any cost, liability or expense arising from the misuse thereof by the Master Servicer or the Servicer. The Trustee, the Custodian and the Securities Administrator shall provide access to the records and documentation in possession of the Trustee, the Custodian or the Securities Administrator regarding the Mortgage Loans and REO Property and the servicing thereof to the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the Trustee, the Custodian or the Securities Administrator; provided, however, that, unless otherwise required by law, none of the Trustee, the Custodian or the Securities Administrator shall be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee, the Custodian and the Securities Administrator shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee’s, the Custodian’s or the Securities Administrator’s actual costs. The Trustee shall execute and deliver to the Servicer or the Master Servicer upon request any court pleadings, requests for trustee’s sale or other documents necessary or desirable and, in each case, provided to the Trustee by the Servicer or the Master Servicer to (i) the foreclosure or trustee’s sale with respect to a Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note or any other Loan Document; (iii) obtain a deficiency judgment against the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or any other Mortgage Loan Document or otherwise available at law or equity.

The Master Servicer. The Master Servicer shall supervise, monitor and oversee the obligation of the Servicer Servicers to service and administer the Mortgage Loans in accordance with the terms of this Agreement and the Servicing Agreement and shall have full power and authority to do any and all things which it may deem necessary or desirable in connection with such master servicing and administration. In performing its obligations hereunder, the Master Servicer shall act in a manner consistent with Accepted Master Servicing Practices. Furthermore, the Master Servicer shall oversee and consult with the Servicer Servicers as necessary from time-to-time to carry out the Master Servicer’s obligations hereunder, shall receive, review and evaluate all reports, information and other data provided to the Master Servicer by the Servicer Servicers and shall cause the each Servicer to perform and observe the covenants, obligations and conditions to be performed or observed by the such Servicer under this Agreement or the Servicing Agreement, as applicable. The Master Servicer shall independently and separately monitor the servicing activities of the Servicer Servicers with respect to each Mortgage Loan, reconcile the results of such monitoring with such information provided in the previous sentence on a monthly basis and coordinate corrective adjustments to the Servicer’s Servicers and Master Servicer’s records, and based on such reconciled and corrected information, provide such information relating to the Mortgage Loans to the Securities Administrator as shall be necessary to enable it to prepare the statements specified in Section 5.06 and any other information and statements required to be provided by the Securities Administrator hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Servicer Servicers to the Distribution Account. Notwithstanding anything in this Agreement to the contrary, the Master Servicer shall not have any duty or obligation to enforce any Credit Risk Management Agreement that the each Servicer is a party to (the each, a “Servicer Credit Risk Management Agreement”) or to supervise, monitor or oversee the activities of the Credit Risk Manager under the Servicer Credit Risk Management Agreement with respect to any action taken or not taken by the a Servicer pursuant to a recommendation of the Credit Risk Manager. The Trustee shall furnish the Servicer Servicers and the Master Servicer with any limited powers of attorney and other documents in form acceptable to the Trustee necessary or appropriate to enable the Servicer and the Master Servicer to service or master service and administer the Mortgage Loans and REO Property. The Trustee shall have no responsibility for any action of the Master Servicer or the a Servicer pursuant to any such limited power of attorney and shall be indemnified by the Master Servicer or the related Servicer for any cost, liability or expense arising from the misuse thereof by the Master Servicer or the related Servicer. The Trustee, the Custodian and the Securities Administrator shall provide access to the records and documentation in possession of the Trustee, the Custodian or the Securities Administrator regarding the Mortgage Loans and REO Property and the servicing thereof to the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the Trustee, the Custodian or the Securities Administrator; provided, however, that, unless otherwise required by law, none of the Trustee, the Custodian or the Securities Administrator shall be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee, the Custodian and the Securities Administrator shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee’s, the Custodian’s or the Securities Administrator’s actual costs. The Trustee shall execute and deliver to the related Servicer or the Master Servicer upon request any court pleadings, requests for trustee’s sale or other documents necessary or desirable and, in each case, provided to the Trustee by the related Servicer or the Master Servicer to (i) the foreclosure or trustee’s sale with respect to a Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note or any other Loan Document; (iii) obtain a deficiency judgment against the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or any other Mortgage Loan Document or otherwise available at law or equity.

The Master Servicer. The Master Servicer shall supervise, monitor and oversee the obligation of the Servicer Servicers to service and administer the Mortgage Loans in accordance with the terms of this Agreement and the Servicing Agreement and shall have full power and authority to do any and all things which it may deem necessary or desirable in connection with such master servicing and administration. In performing its obligations hereunder, the Master Servicer shall act in a manner consistent with Accepted Master Servicing Practices. Furthermore, the Master Servicer shall oversee and consult with the Servicer Servicers as necessary from time-to-time to carry out the Master Servicer’s obligations hereunder, shall receive, review and evaluate all reports, information and other data provided to the Master Servicer by the Servicer Servicers and shall cause the each Servicer to perform and observe the covenants, obligations and conditions to be performed or observed by the such Servicer under this Agreement or the Servicing Agreement, as applicable. The Master Servicer shall independently and separately monitor the servicing activities of the Servicer Servicers with respect to each Mortgage Loan, reconcile the results of such monitoring with such information provided in the previous sentence on a monthly basis and coordinate corrective adjustments to the Servicer’s Servicers and Master Servicer’s records, and based on such reconciled and corrected information, provide such information relating to the Mortgage Loans to the Securities Administrator as shall be necessary to enable it to prepare the statements specified in Section 5.06 5.07 and any other information and statements required to be provided by the Securities Administrator hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Servicer Servicers to the Distribution Account. Notwithstanding anything in this Agreement to the contrary, the Master Servicer shall not have any duty or obligation to enforce any Credit Risk Management Agreement that the Servicer is a party to (the “Servicer Credit Risk Management Agreement”) or to supervise, monitor or oversee the activities of the Credit Risk Manager under the Servicer Credit Risk Management Agreement with respect to any action taken or not taken by the Servicer pursuant to a recommendation of the Credit Risk Manager. The Trustee shall furnish the Servicer Servicers and the Master Servicer with any limited powers of attorney and other documents in form acceptable to the Trustee necessary or appropriate to enable the Servicer Servicers and the Master Servicer to service or master service and administer the Mortgage Loans and REO Property. The Trustee shall have no responsibility for any action of the Master Servicer or the a Servicer pursuant to any such limited power of attorney and shall be indemnified by the Master Servicer or the related Servicer for any cost, liability or expense arising from the misuse thereof by the Master Servicer or the related Servicer. The Trustee, the Custodian and the Securities Administrator shall provide access to the records and documentation in possession of the Trustee, the Custodian or the Securities Administrator regarding the Mortgage Loans and REO Property and the servicing thereof to the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the Trustee, the Custodian or the Securities Administrator; provided, however, that, unless otherwise required by law, none of the Trustee, the Custodian or the Securities Administrator shall be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee, the Custodian and the Securities Administrator shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee’s, the Custodian’s or the Securities Administrator’s actual costs. The Trustee shall execute and deliver to the related Servicer or the Master Servicer upon request any court pleadings, requests for trustee’s sale or other documents necessary or desirable and, in each case, provided to the Trustee by the related Servicer or the Master Servicer to (i) the foreclosure or trustee’s sale with respect to a Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note or any other Loan Document; (iii) obtain a deficiency judgment against the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or any other Mortgage Loan Document or otherwise available at law or equity.

The Master Servicer. (a) The Master Servicer shall supervise, monitor and oversee the obligation of the Servicer to service and administer the Mortgage Loans and shall have full power and authority, acting alone, to do any and all things in connection with such servicing and administration which the Master Servicer may deem necessary or desirable and consistent with the terms of this Agreement. The Master Servicer may enter into Subservicing Agreements for any servicing and administration of Mortgage Loans with any institution which (i) is in compliance with the laws of each state necessary to enable it to perform its obligations under such Subservicing Agreement, (ii) (x) has been designated an approved Seller-Master Servicer by the Federal Home Loan Mortgage Corporation (“FHLMC”) or the Federal National Mortgage Association (“FNMA”) for first and second mortgage loans, (y) is an affiliate of the Master Servicer or (z) is otherwise approved by the Insurer. The Master Servicer shall give written notice to the Insurer and the Indenture Trustee prior to the appointment of any Subservicer. Any such Subservicing Agreement shall be consistent with and not violate the provisions of this Agreement and shall be in form and substance acceptable to the Insurer. The Master Servicer shall be entitled to terminate any Subservicing Agreement in accordance with the terms and conditions of such Subservicing Agreement and either itself directly service the related Mortgage Loans or enter into a Subservicing Agreement with a successor subservicer which qualifies hereunder. (b) Notwithstanding any Subservicing Agreement or any of the provisions of this Agreement relating to agreements or arrangements between the Master Servicer and a Subservicer or reference to actions taken through a Subservicer or otherwise, the Master Servicer shall remain obligated and primarily liable for the servicing and administering of the Mortgage Loans in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer and to the same extent and under the same terms of and conditions as if the Servicing Agreement and shall have full power and authority to do any and all things which it may deem necessary or desirable in connection with such master Master Servicer alone were servicing and administrationadministering the Mortgage Loans. In performing its obligations hereunderFor purposes of this Agreement, the Master Servicer shall act be deemed to have received payments on Mortgage Loans when the Subservicer has received such payments. The Master Servicer shall be entitled to enter into any agreement with a Subservicer for indemnification of the Master Servicer by such Subservicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. (c) Any Subservicing Agreement that may be entered into and any transactions or services relating to the Mortgage Loans involving a manner consistent Subservicer in its capacity as such and not as an originator shall be deemed to be between the Subservicer and the Master Servicer alone, and the Indenture Trustee, the Insurer, the Owner Trustee and Noteholders and the Transferor in respect of the Transferor Interest shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with Accepted respect to the Subservicer except as set forth in Section 3.01(d) herein, as applicable. The Master Servicer shall be solely liable for all fees owed by it to any Subservicer irrespective of whether the Master Servicer’s compensation pursuant to this Agreement is sufficient to pay such fees. (d) In the event the Master Servicer shall for any reason no longer be the Master Servicer (including by reason of an Event of Servicing PracticesTermination), the Indenture Trustee or its designee approved by the Insurer or a successor Master Servicer under Section 7.02(a) shall thereupon assume all of the rights and obligations of the Master Servicer under each Subservicing Agreement that the Master Servicer may have entered into, unless the Indenture Trustee or designee approved by the Insurer or any successor Master Servicer under Section 7.02(a) elects to terminate any Subservicing Agreement in accordance with the terms of such Subservicing Agreement. FurthermoreEach Subservicing Agreement shall include the provision that such agreement may be immediately terminated by the Insurer, the Indenture Trustee or any successor Master Servicer in the event that the Master Servicer shall, for any reason, no longer be the Master Servicer (including termination due to an Event of Servicing Termination). In no event shall any Subservicing Agreement require the Insurer or the Indenture Trustee as successor Master Servicer to pay compensation to a Subservicer or order the termination of such Subservicer without the payment of any termination fee. Any fee payable or expense incurred in connection with such a termination will be payable by the outgoing Master Servicer. If the Indenture Trustee does not terminate a Subservicing Agreement, the Indenture Trustee, its designee (approved by the Insurer) or a successor Master Servicer under Section 7.02(a) shall be deemed to have assumed all of the Master Servicer’s interest therein and to have replaced the Master Servicer as a party to each Subservicing Agreement to the same extent as if the Subservicing Agreements had been assigned to the assuming party, except that the Master Servicer shall not thereby be relieved of any liability or obligations under the Subservicing Agreements with regard to events that occurred prior to the date the Master Servicer ceased to be the Master Servicer hereunder. The Master Servicer, at its expense and without right of reimbursement therefor, shall, upon the request of the Indenture Trustee, deliver to the assuming party all documents and records relating to each Subservicing Agreement and the Mortgage Loans then being serviced and an accounting of amounts collected and held by it and otherwise use its best efforts to effect the orderly and efficient transfer of the Subservicing Agreements to the assuming party. (e) No costs incurred by the Master Servicer or any Subservicer in respect of Servicing Advances shall, for the purposes of distributions to Noteholders, be added to the amount owing under the related Mortgage Loan. Without limiting the generality of the foregoing, the Master Servicer shall oversee continue, and consult with the Servicer as necessary from time-to-time is hereby authorized and empowered to carry out the Master Servicer’s obligations hereunder, shall receive, review execute and evaluate all reports, information and other data provided to the Master Servicer by the Servicer and shall cause the Servicer to perform and observe the covenants, obligations and conditions to be performed or observed by the Servicer under the Servicing Agreement. The Master Servicer shall independently and separately monitor the servicing activities deliver on behalf of the Servicer Trust and each Noteholder, all instruments of satisfaction or cancellation, or of partial or full release, discharge and all other comparable instruments with respect to each Mortgage Loan, reconcile the results of such monitoring with such information provided in the previous sentence on a monthly basis and coordinate corrective adjustments to the Servicer’s and Master Servicer’s records, and based on such reconciled and corrected information, provide such information relating to the Mortgage Loans and with respect to the Securities Administrator as shall be necessary to enable it to prepare the statements specified in Section 5.06 and any other information and statements Mortgaged Properties. If reasonably required to be provided by the Securities Administrator hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Servicer to the Distribution Account. Notwithstanding anything in this Agreement to the contrary, the Master Servicer shall not have any duty or obligation to enforce any Credit Risk Management Agreement that and requested in writing, the Servicer is a party to (Trust and/or the “Servicer Credit Risk Management Agreement”) or to supervise, monitor or oversee the activities of the Credit Risk Manager under the Servicer Credit Risk Management Agreement with respect to any action taken or not taken by the Servicer pursuant to a recommendation of the Credit Risk Manager. The Indenture Trustee shall furnish the Master Servicer and and, if directed by the Master Servicer Servicer, any Subservicer with any limited powers of attorney and other documents in form acceptable to the Trustee necessary or appropriate to enable the Master Servicer and any such Subservicer to carry out its servicing and administrative duties under this Agreement. Notwithstanding anything to the contrary contained herein, the Master Servicer, in servicing and administering the Mortgage Loans, shall employ or cause to be employed procedures (including collection, foreclosure and REO management procedures) and exercise the same care that it customarily employs and exercises in servicing and administering home equity line of credit mortgage loans for its own account, in accordance with Accepted Servicing Practices and giving due consideration to the Insurer’s, the Noteholders’ and the Trust’s reliance on the Master Servicer. Without limiting the foregoing, the Master Servicer is authorized to commence loss mitigation procedures with respect to any Mortgage Loan if the Master Servicer, in its judgment and consistent with Accepted Servicing Practices, determines that a default with respect to such Mortgage Loan is imminent. (f) On and after such time as the Indenture Trustee receives the resignation of, or notice of the removal of, the Master Servicer from its rights and obligations under this Agreement, and with respect to resignation pursuant to Section 6.04 herein, after receipt by the Indenture Trustee and the Insurer of the Opinion of Counsel required pursuant to Section 6.04, the Indenture Trustee, if it so elects, and with the consent of the Insurer, shall assume all of the rights and obligations of the Master Servicer, subject to Section 7.02 herein. The Master Servicer shall, upon request of the Indenture Trustee, but at the expense of the Master Servicer, deliver to the Indenture Trustee, all documents and records relating to the Mortgage Loans and an accounting of amounts collected and held by the Master Servicer and otherwise use its best efforts to effect the orderly and efficient transfer of servicing rights and obligations to the assuming party. (g) The Master Servicer shall deliver a list of Servicing Officers to the Indenture Trustee and the Insurer on or before the Closing Date and shall revise such list from time to time, as appropriate, and shall deliver all revisions promptly to the Indenture Trustee and the Insurer. (h) Consistent with the terms of this Agreement, the Master Servicer may execute and deliver, on behalf of itself, the Noteholders, and the Trust, or any of them, any instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Properties. At the request of a Servicing Officer, the Trust shall furnish the Master Servicer with any powers of attorney and other documents appropriate to enable the Master Servicer to service or master service carry out its servicing and administer administrative duties under this Agreement. Consistent with the Mortgage Loans and REO Property. The Trustee shall have no responsibility for any action terms of this Agreement, the Master Servicer or will consent to the Servicer pursuant placing of a lien senior to that of the Mortgage on the related Mortgaged Property; provided, (i) the Combined Loan-to-Value Ratio of the related Mortgage Loan immediately following the modification is not greater than the Combined Loan-to-Value Ratio of such Mortgage Loan as of the date such Mortgage Loan was originated; or (ii) in the case of any such limited power action that would result in an increase in the Combined Loan-to-Value Ratio over the Combined Loan-to-Value Ratio as of attorney and shall be indemnified the date such Mortgage Loan was originated, the aggregate number of Mortgage Loans with respect to which a new senior lien is consented to by the Master Servicer or the Servicer for any cost, liability or expense arising from the misuse thereof by the Master Servicer or the Servicer. The Trustee, the Custodian and the Securities Administrator shall provide access to the records and documentation in possession does not exceed 5% of the Trustee, the Custodian or the Securities Administrator regarding the number of Mortgage Loans and REO Property and the servicing thereof to the Certificateholders, the FDIC, and the supervisory agents and examiners as of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the Trustee, the Custodian or the Securities AdministratorCut-Off Date; provided, however, that, unless otherwise required by law, none of the Trustee, the Custodian or the Securities Administrator shall be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee, the Custodian and the Securities Administrator shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee’s, the Custodian’s or the Securities Administrator’s actual costs. The Trustee shall execute and deliver to the Servicer or the Master Servicer upon request any court pleadings, requests for trustee’s sale or other documents necessary or desirable and, in each case, provided to the Trustee by the Servicer or the Master Servicer to (i) the foreclosure or trustee’s sale with respect to a Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note or any other Loan Document; (iii) obtain a deficiency judgment against the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or any other Mortgage Loan Document or otherwise available at law or equity.

The Master Servicer. (a) The Master Servicer, as independent contract servicer, shall service and administer the Mortgage Loans and shall have full power and authority, acting alone, to do any and all things in connection with such servicing and administration which the Master Servicer may deem necessary or desirable and consistent with the terms of this Agreement. The Master Servicer may enter into Subservicing Agreements for any servicing and administration of Mortgage Loans with any institution which (i) is in compliance with the laws of each state necessary to enable it to perform its obligations under such Subservicing Agreement, (ii) (x) has been designated an approved Seller-Master Servicer by the Federal Home Loan Mortgage Corporation (“FHLMC”) or the Federal National Mortgage Association (“FNMA”) for first and second mortgage loans, (y) is an affiliate of the Master Servicer or (z) is otherwise approved by the Insurer. The Master Servicer shall supervise, monitor give written notice to the Insurer and oversee the obligation Indenture Trustee prior to the appointment of any Subservicer. Any such Subservicing Agreement shall be consistent with and not violate the provisions of this Agreement and shall be in form and substance acceptable to the Insurer. The Master Servicer shall be entitled to terminate any Subservicing Agreement in accordance with the terms and conditions of such Subservicing Agreement and either itself directly service the related Mortgage Loans or enter into a Subservicing Agreement with a successor subservicer which qualifies hereunder. (b) Notwithstanding any Subservicing Agreement or any of the provisions of this Agreement relating to agreements or arrangements between the Master Servicer and a Subservicer or reference to service actions taken through a Subservicer or otherwise, the Master Servicer shall remain obligated and administer primarily liable for the servicing and administering of the Mortgage Loans in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer and to the same extent and under the same terms of and conditions as if the Servicing Agreement and shall have full power and authority to do any and all things which it may deem necessary or desirable in connection with such master Master Servicer alone were servicing and administrationadministering the Mortgage Loans. In performing its obligations hereunderFor purposes of this Agreement, the Master Servicer shall act be deemed to have received payments on Mortgage Loans when the Subservicer has received such payments. The Master Servicer shall be entitled to enter into any agreement with a Subservicer for indemnification of the Master Servicer by such Subservicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. (c) Any Subservicing Agreement that may be entered into and any transactions or services relating to the Mortgage Loans involving a manner consistent Subservicer in its capacity as such and not as an originator shall be deemed to be between the Subservicer and the Master Servicer alone, and the Indenture Trustee, the Insurer, the Owner Trustee and Class A Noteholders and the Transferor in respect of the Transferor Interest shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with Accepted respect to the Subservicer except as set forth in Section 3.01(d) herein, as applicable. The Master Servicer shall be solely liable for all fees owed by it to any Subservicer irrespective of whether the Master Servicer’s compensation pursuant to this Agreement is sufficient to pay such fees. (d) In the event the Master Servicer shall for any reason no longer be the Master Servicer (including by reason of an Event of Servicing PracticesTermination), the Indenture Trustee or its designee approved by the Insurer or a successor Master Servicer under Section 7.02(a) shall thereupon assume all of the rights and obligations of the Master Servicer under each Subservicing Agreement that the Master Servicer may have entered into, unless the Indenture Trustee or designee approved by the Insurer or any successor Master Servicer under Section 7.02(a) elects to terminate any Subservicing Agreement in accordance with the terms of such Subservicing Agreement. FurthermoreEach Subservicing Agreement shall include the provision that such agreement may be immediately terminated by the Insurer, the Indenture Trustee or any successor Master Servicer in the event that the Master Servicer shall, for any reason, no longer be the Master Servicer (including termination due to an Event of Servicing Termination). In no event shall any Subservicing Agreement require the Insurer or the Indenture Trustee as successor Master Servicer to pay compensation to a Subservicer or order the termination of such Subservicer without the payment of any termination fee. Any fee payable or expense incurred in connection with such a termination will be payable by the outgoing Master Servicer. If the Indenture Trustee does not terminate a Subservicing Agreement, the Indenture Trustee, its designee (approved by the Insurer) or a successor Master Servicer under Section 7.02(a) shall be deemed to have assumed all of the Master Servicer’s interest therein and to have replaced the Master Servicer as a party to each Subservicing Agreement to the same extent as if the Subservicing Agreements had been assigned to the assuming party, except that the Master Servicer shall not thereby be relieved of any liability or obligations under the Subservicing Agreements with regard to events that occurred prior to the date the Master Servicer ceased to be the Master Servicer hereunder. The Master Servicer, at its expense and without right of reimbursement therefor, shall, upon the request of the Indenture Trustee, deliver to the assuming party all documents and records relating to each Subservicing Agreement and the Mortgage Loans then being serviced and an accounting of amounts collected and held by it and otherwise use its best efforts to effect the orderly and efficient transfer of the Subservicing Agreements to the assuming party. (e) No costs incurred by the Master Servicer or any Subservicer in respect of Servicing Advances shall, for the purposes of distributions to Class A Noteholders, be added to the amount owing under the related Mortgage Loan. Without limiting the generality of the foregoing, the Master Servicer shall oversee continue, and consult with the Servicer as necessary from time-to-time is hereby authorized and empowered to carry out the Master Servicer’s obligations hereunder, shall receive, review execute and evaluate all reports, information and other data provided to the Master Servicer by the Servicer and shall cause the Servicer to perform and observe the covenants, obligations and conditions to be performed or observed by the Servicer under the Servicing Agreement. The Master Servicer shall independently and separately monitor the servicing activities deliver on behalf of the Servicer Trust and each Class A Noteholder, all instruments of satisfaction or cancellation, or of partial or full release, discharge and all other comparable instruments with respect to each Mortgage Loan, reconcile the results of such monitoring with such information provided in the previous sentence on a monthly basis and coordinate corrective adjustments to the Servicer’s and Master Servicer’s records, and based on such reconciled and corrected information, provide such information relating to the Mortgage Loans and with respect to the Securities Administrator as shall be necessary to enable it to prepare the statements specified in Section 5.06 and any other information and statements Mortgaged Properties. If reasonably required to be provided by the Securities Administrator hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Servicer to the Distribution Account. Notwithstanding anything in this Agreement to the contrary, the Master Servicer shall not have any duty or obligation to enforce any Credit Risk Management Agreement that and requested in writing, the Servicer is a party to (Trust and/or the “Servicer Credit Risk Management Agreement”) or to supervise, monitor or oversee the activities of the Credit Risk Manager under the Servicer Credit Risk Management Agreement with respect to any action taken or not taken by the Servicer pursuant to a recommendation of the Credit Risk Manager. The Indenture Trustee shall furnish the Master Servicer and and, if directed by the Master Servicer Servicer, any Subservicer with any limited powers of attorney and other documents in form acceptable to the Trustee necessary or appropriate to enable the Master Servicer and any such Subservicer to carry out its servicing and administrative duties under this Agreement. Notwithstanding anything to the contrary contained herein, the Master Servicer, in servicing and administering the Mortgage Loans, shall employ or cause to be employed procedures (including collection, foreclosure and REO management procedures) and exercise the same care that it customarily employs and exercises in servicing and administering home equity line of credit mortgage loans for its own account, in accordance with Accepted Servicing Practices and giving due consideration to the Insurer’s, the Class A Noteholders’ and the Trust’s reliance on the Master Servicer. Without limiting the foregoing, the Master Servicer is authorized to commence loss mitigation procedures with respect to any Mortgage Loan if the Master Servicer, in its judgment and consistent with Accepted Servicing Practices, determines that a default with respect to such Mortgage Loan is imminent. (f) On and after such time as the Indenture Trustee receives the resignation of, or notice of the removal of, the Master Servicer from its rights and obligations under this Agreement, and with respect to resignation pursuant to Section 6.04 herein, after receipt by the Indenture Trustee and the Insurer of the Opinion of Counsel required pursuant to Section 6.04, the Indenture Trustee, if it so elects, and with the consent of the Insurer, shall assume all of the rights and obligations of the Master Servicer, subject to Section 7.02 herein. The Master Servicer shall, upon request of the Indenture Trustee, but at the expense of the Master Servicer, deliver to the Indenture Trustee, all documents and records relating to the Mortgage Loans and an accounting of amounts collected and held by the Master Servicer and otherwise use its best efforts to effect the orderly and efficient transfer of servicing rights and obligations to the assuming party. (g) The Master Servicer shall deliver a list of Servicing Officers to the Indenture Trustee and the Insurer on or before the Closing Date and shall revise such list from time to time, as appropriate, and shall deliver all revisions promptly to the Indenture Trustee and the Insurer. (h) Consistent with the terms of this Agreement, the Master Servicer may execute and deliver, on behalf of itself, the Class A Noteholders, and the Trust, or any of them, any instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Properties. At the request of a Servicing Officer, the Trust shall furnish the Master Servicer with any powers of attorney and other documents appropriate to enable the Master Servicer to service or master service carry out its servicing and administer administrative duties under this Agreement. Consistent with the Mortgage Loans and REO Property. The Trustee shall have no responsibility for any action terms of this Agreement, the Master Servicer or will consent to the Servicer pursuant placing of a lien senior to that of the Mortgage on the related Mortgaged Property; provided, (i) the Combined Loan-to-Value Ratio of the related Mortgage Loan immediately following the modification is not greater than the Combined Loan-to-Value Ratio of such Mortgage Loan as of the date such Mortgage Loan was originated; or (ii) in the case of any such limited power action that would result in an increase in the Combined Loan-to-Value Ratio over the Combined Loan-to-Value Ratio as of attorney and shall be indemnified the date such Mortgage Loan was originated, the aggregate number of Mortgage Loans with respect to which a new senior lien is consented to by the Master Servicer or the Servicer for any cost, liability or expense arising from the misuse thereof by the Master Servicer or the Servicer. The Trustee, the Custodian and the Securities Administrator shall provide access to the records and documentation in possession does not exceed 5% of the Trustee, the Custodian or the Securities Administrator regarding the number of Mortgage Loans and REO Property and the servicing thereof to the Certificateholders, the FDIC, and the supervisory agents and examiners as of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the Trustee, the Custodian or the Securities AdministratorCut-Off Date; provided, however, that, unless otherwise required by law, none of the Trustee, the Custodian or the Securities Administrator shall be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee, the Custodian and the Securities Administrator shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee’s, the Custodian’s or the Securities Administrator’s actual costs. The Trustee shall execute and deliver to the Servicer or the Master Servicer upon request any court pleadings, requests for trustee’s sale or other documents necessary or desirable and, in each case, provided to the Trustee by the Servicer or the Master Servicer to (i) the foreclosure or trustee’s sale with respect to a Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note or any other Loan Document; (iii) obtain a deficiency judgment against the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or any other Mortgage Loan Document or otherwise available at law or equity.

The Master Servicer. The Master Servicer shall supervise, monitor and oversee the obligation of the Servicer to service and administer the Mortgage Loans in accordance with the terms of the Servicing this Agreement and shall have full power and authority to do any and all things which it may deem necessary or desirable in connection with such master servicing and administration. In performing its obligations hereunder, the Master Servicer shall act in a manner consistent with Accepted Master Servicing Practices. Furthermore, the Master Servicer shall oversee and consult with the Servicer as necessary from time-to-time to carry out the Master Servicer’s 's obligations hereunder, shall receive, review and evaluate all reports, information and other data provided to the Master Servicer by the Servicer and shall cause the Servicer to perform and observe the covenants, obligations and conditions to be performed or observed by the Servicer under the Servicing this Agreement. The Master Servicer shall independently and separately monitor the servicing activities of the Servicer with respect to each Mortgage Loan, reconcile the results of such monitoring with such information provided in the previous sentence on a monthly basis and coordinate corrective adjustments to the Servicer’s 's and Master Servicer’s 's records, and based on such reconciled and corrected information, provide such information relating to the Mortgage Loans to the Securities Administrator as shall be necessary to enable it to prepare the statements specified in Section 5.06 and any other information and statements required to be provided by the Securities Administrator hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Servicer to the Distribution Account. Notwithstanding anything in this Agreement to the contrary, the Master Servicer shall not have any duty or obligation to enforce any Credit Risk Management Agreement that the Servicer is a party to (the “"Servicer Credit Risk Management Agreement”") or to supervise, monitor or oversee the activities of the Credit Risk Manager under the Servicer Credit Risk Management Agreement with respect to any action taken or not taken by the Servicer pursuant to a recommendation of the Credit Risk Manager. The Trustee shall furnish the Servicer and the Master Servicer with any limited powers of attorney and other documents in form acceptable as provided to the Trustee it necessary or appropriate to enable the Servicer and the Master Servicer to service or master service and administer the Mortgage Loans and REO Property. The Trustee shall have no responsibility for any action of the Master Servicer or the Servicer pursuant to any such limited power of attorney and shall be indemnified by the Master Servicer or the Servicer for any cost, liability or expense arising from the misuse thereof by the Master Servicer or the Servicer. The Trustee, the Custodian and the Securities Administrator shall provide access to the records and documentation in possession of the Trustee, the Custodian or the Securities Administrator regarding the Mortgage Loans and REO Property and the servicing thereof to the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the Trustee, the Custodian or the Securities Administrator; provided, however, that, unless otherwise required by law, none of the Trustee, the Custodian or the Securities Administrator shall be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee, the Custodian and the Securities Administrator shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee’s's, the Custodian’s 's or the Securities Administrator’s 's actual costs. The Trustee shall execute and deliver to the Servicer or the Master Servicer upon request any court pleadings, requests for trustee’s 's sale or other documents necessary or desirable and, in each case, provided to the Trustee by the Servicer or the Master Servicer to (i) the foreclosure or trustee’s 's sale with respect to a Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note or any other Loan Document; (iii) obtain a deficiency judgment against the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or any other Mortgage Loan Document or otherwise available at law or equity.

The Master Servicer. (a) The Master Servicer shall supervise, monitor and oversee the obligation of the Servicer to service and administer the Home Loans in a manner generally consistent with the terms of the Program Guide and in a manner consistent with the terms of this Servicing Agreement and which shall be normal and usual in its general mortgage servicing activities and shall have full power and authority, acting alone or through a subservicer, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable, it being understood, however, that the Master Servicer shall at all times remain responsible to the Issuer and the Indenture Trustee for the performance of its duties and obligations hereunder in accordance with the terms hereof and the Program Guide. Without limiting the generality of the foregoing, the Master Servicer shall continue, and is hereby authorized and empowered by the Issuer and the Indenture Trustee, as pledgee of the Home Loans, to execute and deliver, on behalf of itself, the Issuer, the Indenture Trustee or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments with respect to the Home Loans and with respect to the Mortgaged Properties. The Issuer, the Indenture Trustee and the Custodian, as applicable, shall furnish the Master Servicer with any powers of attorney and other documents necessary or appropriate to enable the Master Servicer to carry out its servicing and administrative duties hereunder. In addition, the Master Servicer may, at its own discretion and on behalf of the Indenture Trustee, obtain credit information in the form of a Credit Score from a credit repository. On the Closing Date, the Indenture Trustee shall deliver to the Master Servicer a limited power of attorney substantially in the form of Exhibit B hereto. If the Mortgage relating to a Home Loan did not have a lien senior to the Home Loan on the related Mortgaged Property as of the Cut-off Date, then the Master Servicer, in such capacity, may not consent to the placing of a lien senior to that of the Mortgage on the related Mortgaged Property. If the Mortgage relating to a Home Loan had a lien senior to the Home Loan on the related Mortgaged Property as of the Cut-off Date, then the Master Servicer, in such capacity, may consent to the refinancing of the prior senior lien, provided that the following requirements are met: (A) the Mortgagor's debt-to-income ratio resulting from such refinancing is less than the original debt-to-income ratio as set forth on the Mortgage Loan Schedule and, in the event that the resulting Combined Loan-to-Value Ratio ("Combined Loan-to-Value Ratio") of such Home Loan increases by more than 10% above the Combined Loan-to-Value Ratio prior to such refinancing, the Master Servicer shall obtain the prior consent of the Credit Enhancer, which consent shall not be unreasonably withheld; PROVIDED, HOWEVER, that in no instance shall the resulting Combined Loan-to-Value Ratio of such Home Loan be higher than that permitted by the Program Guide; or (B) the resulting Combined Loan-to-Value Ratio of such Home Loan is no higher than the Combined Loan-to-Value Ratio prior to such refinancing; PROVIDED, HOWEVER, if such refinanced mortgage loan is a "rate and term" mortgage loan (meaning, the Mortgagor does not receive any cash from the refinancing), the Combined Loan-to-Value Ratio may increase to the extent of either (a) the reasonable closing costs of such refinancing or (b) any decrease in the value of the related Mortgaged Property, if the Mortgagor is in good standing as defined by the Program Guide; (ii) the interest rate, or, in the case of an adjustable rate existing senior lien, the maximum interest rate, for the loan evidencing the refinanced senior lien is no more than 2.0% higher than the interest rate or the maximum interest rate, as the case may be, on the loan evidencing the existing senior lien immediately prior to the date of such refinancing; PROVIDED, HOWEVER (a) if the loan evidencing the existing senior lien prior to the date of refinancing has an adjustable rate and the loan evidencing the refinanced senior lien has a fixed rate, then the current interest rate on the loan evidencing the refinanced senior lien may be up to 2.0% higher than the then-current loan rate of the loan evidencing the existing senior lien and (b) if the loan evidencing the existing senior lien prior to the date of refinancing has a fixed rate and the loan evidencing the refinanced senior lien has an adjustable rate, then the maximum interest rate on the loan evidencing the refinanced senior lien shall be less than or equal to (x) the interest rate on the loan evidencing the existing senior lien prior to the date of refinancing plus (y) 2.0%; and (iii) the loan evidencing the refinanced senior lien is not subject to negative amortization. The relationship of the Master Servicer (and of any successor to the Master Servicer as servicer under this Servicing Agreement) to the Issuer under this Servicing Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent. (b) The Master Servicer may enter into Subservicing Agreements with Subservicers for the servicing and administration of certain of the Home Loans. References in this Servicing Agreement to actions taken or to be taken by the Master Servicer in servicing the Home 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 not inconsistent with this Servicing Agreement and as the Master Servicer and the Subservicer have agreed. With the approval of the Master Servicer, a Subservicer may delegate its servicing obligations to third-party servicers, but such Subservicers will remain obligated under the related Subservicing Agreements. The Master Servicer and the Subservicer may enter into amendments to the related Subservicing Agreements; PROVIDED, HOWEVER, that any such amendments shall not cause the Home Loans to be serviced in a manner that would be materially inconsistent with the standards set forth in this Servicing Agreement. The Master Servicer shall be entitled to terminate any Subservicing Agreement in accordance with the terms and conditions thereof and without any limitation by virtue of this Servicing Agreement; PROVIDED, HOWEVER, that in the event of termination of any Subservicing Agreement by the Master Servicer or the Subservicer, the Master Servicer shall either act as servicer of the related Home Loan or enter into a Subservicing Agreement with a successor Subservicer which will be bound by the terms of the related Subservicing Agreement. The Master Servicer shall be entitled to enter into any agreement with a Subservicer for indemnification of the Master Servicer and nothing contained in this Servicing Agreement shall be deemed to limit or modify such indemnification. In the event that the rights, duties and obligations of the Master Servicer are terminated hereunder, any successor to the Master Servicer in its sole discretion may, to the extent permitted by applicable law, terminate the existing Subservicing Agreement with any Subservicer in accordance with the terms of the Servicing applicable Subservicing Agreement or assume the terminated Master Servicer's rights and shall have full power and authority to do any and all things obligations under such subservicing arrangements which it may deem necessary termination or desirable in connection with assumption will not violate the terms of such master arrangements. As part of its servicing and administration. In performing its obligations activities hereunder, the Master Servicer Servicer, for the benefit of the Securityholders and the Credit Enhancer, shall act in use 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 manner consistent with Accepted Master Servicing Practicesmaterial adverse effect on a Home Loan. FurthermoreSuch enforcement, including, without limitation, the Master Servicer legal prosecution of claims, termination of Subservicing Agreements and the pursuit of other appropriate remedies, shall oversee be in such form and consult with the Servicer carried out to such an extent and at such time as necessary from time-to-time to carry out the Master Servicer’s obligations hereunder, shall receivein its good faith business judgment, review and evaluate all reports, information and other data provided to would require were it the Master Servicer by owner of the Servicer and shall cause the Servicer to perform and observe the covenants, obligations and conditions to be performed or observed by the Servicer under the Servicing Agreementrelated Home Loans. The Master Servicer shall independently and separately monitor pay the servicing activities of the Servicer with respect to each Mortgage Loan, reconcile the results costs of such monitoring with such information provided in the previous sentence on a monthly basis and coordinate corrective adjustments to the Servicer’s and Master Servicer’s recordsenforcement at its own expense, and based on such reconciled and corrected information, provide such information relating to the Mortgage Loans to the Securities Administrator as shall be necessary to enable it to prepare the statements specified in Section 5.06 and any other information and statements required to be provided by the Securities Administrator hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Servicer to the Distribution Account. Notwithstanding anything in this Agreement to the contrary, the Master Servicer shall not have any duty or obligation to enforce any Credit Risk Management Agreement that the Servicer is a party to (the “Servicer Credit Risk Management Agreement”) or to supervise, monitor or oversee the activities of the Credit Risk Manager under the Servicer Credit Risk Management Agreement with respect to any action taken or not taken by the Servicer pursuant to a recommendation of the Credit Risk Manager. The Trustee shall furnish the Servicer and the Master Servicer with any limited powers of attorney and other documents in form acceptable to the Trustee necessary or appropriate to enable the Servicer and the Master Servicer to service or master service and administer the Mortgage Loans and REO Property. The Trustee shall have no responsibility for any action of the Master Servicer or the Servicer pursuant to any such limited power of attorney and shall be indemnified by the Master Servicer or the Servicer for any cost, liability or expense arising from the misuse thereof by the Master Servicer or the Servicer. The Trustee, the Custodian and the Securities Administrator shall provide access to the records and documentation in possession of the Trustee, the Custodian or the Securities Administrator regarding the Mortgage Loans and REO Property and the servicing thereof to the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded reimbursed therefor only upon reasonable prior written request and during normal business hours at the office of the Trustee, the Custodian or the Securities Administrator; provided, however, that, unless otherwise required by law, none of the Trustee, the Custodian or the Securities Administrator shall be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee, the Custodian and the Securities Administrator shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee’s, the Custodian’s or the Securities Administrator’s actual costs. The Trustee shall execute and deliver to the Servicer or the Master Servicer upon request any court pleadings, requests for trustee’s sale or other documents necessary or desirable and, in each case, provided to the Trustee by the Servicer or the Master Servicer to (i) from a general recovery resulting from such enforcement to the foreclosure extent, if any, that such recovery exceeds all amounts due in respect of the related Home Loan or trustee’s sale with respect to a Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note from a specific recovery of costs, expenses or any other Loan Document; (iii) obtain a deficiency judgment attorneys fees against the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or any other Mortgage Loan Document or otherwise available at law or equityparty against whom such enforcement is directed.

The Master Servicer. The Master Servicer shall supervise, monitor and oversee the obligation of the Servicer to service and administer the Mortgage Loans in accordance with the terms of the Servicing Agreement and shall have full power and authority to do any and all things which it may deem necessary or desirable in connection with such master servicing and administration. In performing its obligations hereunder, the Master Servicer shall act in a manner consistent with Accepted Master Servicing Practices. Furthermore, the Master Servicer shall oversee and consult with the Servicer as necessary from time-to-time to carry out the Master Servicer’s obligations hereunder, shall receive, review and evaluate all reports, information and other data provided to the Master Servicer by the Servicer and shall cause the Servicer to perform and observe the covenants, obligations and conditions to be performed or observed by the Servicer under the Servicing Agreement. The Master Servicer shall independently and separately monitor the Servicer’s servicing activities of the Servicer with respect to each Mortgage Loan, reconcile the results of such monitoring with such information provided in the previous sentence on a monthly basis and coordinate corrective adjustments to the Servicer’s and Master Servicer’s records, and based on such reconciled and corrected information, provide such information relating to the Mortgage Loans to the Securities Administrator as shall be necessary to enable it to prepare the statements specified in Section 5.06 5.07 and any other information and statements required to be provided by the Securities Administrator Master Servicer hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Servicer to the Distribution AccountAccount pursuant to the Servicing Agreement. Notwithstanding anything in this Agreement or the Servicing Agreement to the contrary, the Master Servicer shall not have any duty or obligation to enforce any Credit Risk Management Agreement that the Servicer is a party to (the “Servicer Credit Risk Management Agreement”) or to supervise, monitor or oversee the activities of the Credit Risk Manager under the Servicer Credit Risk Management Agreement with respect to any action taken or not taken by the Servicer pursuant to a recommendation of the Credit Risk Manager. The Trustee shall furnish the Servicer and the Master Servicer with any limited powers of attorney and other documents in form acceptable as provided to the Trustee it necessary or appropriate to enable the Servicer and the Master Servicer to service or master service and administer the Mortgage Loans and REO Property. The Trustee shall have no responsibility for any action of the Master Servicer or the Servicer pursuant to any such limited power of attorney and shall be indemnified by the Master Servicer or the Servicer for any cost, liability or expense arising from the misuse thereof by the Master Servicer or the Servicer. The Trustee, the Custodian and the Securities Administrator shall provide access to the records and documentation in possession of the Trustee, the Custodian or the Securities Administrator regarding the Mortgage Loans and REO Property and the servicing thereof to the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the Trustee, the Custodian or the Securities Administrator; provided, however, that, unless otherwise required by law, none of the Trustee, the Custodian or the Securities Administrator shall be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee, the Custodian and the Securities Administrator shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee’s, the Custodian’s or the Securities Administrator’s actual costs. The Trustee shall execute and deliver to the Servicer or the Master Servicer upon request any court pleadings, requests for trustee’s sale or other documents necessary or desirable and, in each case, provided to the Trustee by the Servicer or the Master Servicer to (i) the foreclosure or trustee’s sale with respect to a Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note or any other Loan Document; (iii) obtain a deficiency judgment against the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or any other Mortgage Loan Document or otherwise available at law or equity.

The Master Servicer. (a) It is intended that the Trust formed hereunder shall consist of the REMIC I and that the affairs of the Trust shall be conducted so as to qualify the REMIC I as a "real estate mortgage investment conduit" as defined in and in accordance with the REMIC Provisions. In furtherance of such intentions, the Master Servicer covenants and agrees that it shall not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status of the REMIC I. (b) The Master Servicer shall supervise, monitor and oversee the obligation of the Servicer to service and administer the Mortgage Loans in accordance a manner consistent with the terms of the Servicing this Agreement and with general industry practice and shall have full power and authority authority, acting alone or through a Subservicer, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable desirable, it being understood, however, that the Master Servicer shall at all times remain responsible to the Trustee and the Certificateholders for the performance of its duties and obligations hereunder in connection accordance with the terms hereof and any amounts in respect of the Mortgage Loans received by any such master servicing and administrationSubservicer shall be deemed to have been received by the Master Servicer whether or not actually received by it. In performing its obligations hereunderWithout limiting the generality of the foregoing, the Master Servicer shall act continue, and is hereby authorized and empowered by the Trustee, to execute and deliver, in 95 102 connection with the Trust taking possession of any Mortgaged Property or upon receipt from the Mortgagor of the amounts owed under the related Mortgage Loan and upon delivery of written notice to the Trustee, on behalf of itself, the Certificateholders and the Trustee or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Properties. The Trustee shall upon written request of a manner consistent Servicing Officer furnish the Master Servicer with Accepted any powers of attorney and other documents necessary or appropriate to enable the Master Servicing PracticesServicer to carry out its servicing and administrative duties hereunder, which powers of attorney or other documents shall be prepared by the Master Servicer. FurthermoreThe relationship of the Master Servicer (and of any successor to the Master Servicer as servicer and any Subservicer under this Agreement) to the Trustee under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent. (c) In the event that the rights, duties and obligations of the Master Servicer are terminated hereunder, any successor to the Master Servicer shall oversee assume the terminated Master Servicer's rights under such subservicing arrangements which termination or assumption will not violate the terms of such arrangements. (d) [RESERVED] (e) The Master Servicer may agree to changes in the terms of a Mortgage Loan that would not cause the REMIC I to fail to qualify as a REMIC, as evidenced by a Nondisqualification Opinion delivered by the Master Servicer to the Trustee prior to the effective date of any such change, provided, however, that such changes (i) do not adversely affect the interests of Certificateholders, (ii) are consistent with prudent business practice, as evidenced by an Officer's Certificate, substantially in the form of Exhibit G, delivered by the Master Servicer to the Trustee prior to such effective date, (iii) do not extend the maturity date of such Mortgage Loan in excess of one year, and consult (iv) do not result in any change of the Loan Rate of such Mortgage Loan. (f) [RESERVED] (g) The Master Servicer may enter into subservicing agreements for any servicing and administration of Mortgage Loans with any institution which is in compliance with the laws of each state necessary to enable it to perform its obligations under such subservicing agreement and (1) has been designated as an approved Seller/Servicer as necessary from time-to-time to carry out by FHLMC or Fannxx Xxx, xx (2) is an Affiliate of the Master Servicer’s obligations hereunder, . The Master Servicer shall receive, review and evaluate all reports, information and other data provided give notice to the Master Servicer by Trustee of the Servicer appointment of any Subservicer. Any subservicing arrangement shall be consistent with and shall cause not violate the Servicer to perform and observe the covenants, obligations and conditions to be performed or observed by the Servicer under the Servicing provisions of this Agreement. The Master Servicer shall independently and separately monitor the servicing activities not be relieved of its obligations under this Agreement notwithstanding any such arrangement or any of the provisions of this Agreement relating to arrangements between the Master Servicer with respect to each Mortgage Loan, reconcile the results of such monitoring with such information provided in the previous sentence on and a monthly basis and coordinate corrective adjustments to the Servicer’s and Master Servicer’s recordsSubservicer or otherwise, and based on such reconciled and corrected information, provide such information relating to the Mortgage Loans to the Securities Administrator as shall be necessary to enable it to prepare the statements specified in Section 5.06 and any other information and statements required to be provided by the Securities Administrator hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Servicer to the Distribution Account. Notwithstanding anything in this Agreement to the contrary, the Master Servicer shall be obligated to the same extent and under the same terms and conditions as if the Master Servicer alone were servicing and administering the Mortgage Loans. Any such arrangement shall be deemed to be between the Subservicer and the 96 103 Master Servicer alone and the Trustee and the Trust shall not have any duty or obligation to enforce any Credit Risk Management Agreement that the Servicer is be deemed a party to (the “Servicer Credit Risk Management Agreement”) thereto and shall have no claims, rights, obligations, duties or to supervise, monitor or oversee the activities of the Credit Risk Manager under the Servicer Credit Risk Management Agreement liabilities with respect to any action taken or not taken by Subservicer. (h) The Master Servicer and all Subservicers shall be deemed a single entity for the Servicer pursuant to a recommendation purpose of determining compliance with the Credit Risk Manager. The Trustee shall furnish the Servicer terms of this Agreement and the Master Servicer with any limited powers of attorney shall be deemed to have received Principal Collections and other documents in form acceptable to the Trustee necessary or appropriate to enable the Servicer and the Master Servicer to service or master service and administer Interest Collections on the Mortgage Loans when any Subservicer has received such Principal Collections and REO Property. The Trustee shall have no responsibility for any action of the Master Servicer or the Servicer pursuant to any such limited power of attorney and shall be indemnified by the Master Servicer or the Servicer for any cost, liability or expense arising from the misuse thereof by the Master Servicer or the Servicer. The Trustee, the Custodian and the Securities Administrator shall provide access to the records and documentation in possession of the Trustee, the Custodian or the Securities Administrator regarding the Mortgage Loans and REO Property and the servicing thereof to the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the Trustee, the Custodian or the Securities Administrator; provided, however, that, unless otherwise required by law, none of the Trustee, the Custodian or the Securities Administrator shall be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee, the Custodian and the Securities Administrator shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee’s, the Custodian’s or the Securities Administrator’s actual costs. The Trustee shall execute and deliver to the Servicer or the Master Servicer upon request any court pleadings, requests for trustee’s sale or other documents necessary or desirable and, in each case, provided to the Trustee by the Servicer or the Master Servicer to (i) the foreclosure or trustee’s sale with respect to a Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note or any other Loan Document; (iii) obtain a deficiency judgment against the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or any other Mortgage Loan Document or otherwise available at law or equityInterest Collections.

The Master Servicer. The Master Servicer shall supervise, monitor and oversee the obligation of the Servicer to service and administer the Mortgage Loans in accordance with the terms of the Servicing this Agreement and shall have full power and authority to do any and all things which it may deem necessary or desirable in connection with such master servicing and administration. In performing its obligations hereunder, the Master Servicer shall act in a manner consistent with Accepted Master Servicing Practices. Furthermore, the Master Servicer shall oversee and consult with the Servicer as necessary from time-to-time to carry out the Master Servicer’s obligations hereunder, shall receive, review and evaluate all reports, information and other data provided to the Master Servicer by the Servicer and shall cause the Servicer to perform and observe the covenants, obligations and conditions to be performed or observed by the Servicer under the Servicing this Agreement. The Master Servicer shall independently and separately monitor the Servicer’s servicing activities of the Servicer with respect to each Mortgage Loan, reconcile the results of such monitoring with such information provided in the previous sentence on a monthly basis and coordinate corrective adjustments to the Servicer’s and Master Servicer’s records, and based on such reconciled and corrected information, provide such information relating to the Mortgage Loans to the Securities Administrator as shall be necessary to enable it to prepare the statements specified in Section 5.06 and any other information and statements required to be provided by the Securities Administrator hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Servicer to the Distribution Account. Notwithstanding anything in this Agreement to the contrary, the Master Servicer shall not have any duty or obligation to enforce any Credit Risk Management Agreement that the Servicer is a party to (the “Servicer Credit Risk Management Agreement”) or to supervise, monitor or oversee the activities of the Credit Risk Manager under the Servicer Credit Risk Management Agreement with respect to any action taken or not taken by the Servicer pursuant to a recommendation of the Credit Risk Manager. The Trustee shall furnish the Servicer and the Master Servicer with any limited powers of attorney and other documents in form acceptable as agreed to the Trustee by it necessary or appropriate to enable the Servicer and the Master Servicer to service or master service and administer the Mortgage Loans and REO Property. The Trustee shall have no responsibility for any action of the Master Servicer or the Servicer pursuant to any such limited power of attorney and shall be indemnified by the Master Servicer or the Servicer for any cost, liability or expense arising from the misuse thereof by the Master Servicer or the Servicer. The Trustee, the Custodian and the Securities Administrator shall provide access to the records and documentation in possession of the Trustee, the Custodian or the Securities Administrator regarding the Mortgage Loans and REO Property and the servicing thereof to the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the Trustee, the Custodian or the Securities Administrator; provided, however, that, unless otherwise required by law, none of the Trustee, the Custodian or the Securities Administrator shall be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee, the Custodian and the Securities Administrator shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee’s, the Custodian’s or the Securities Administrator’s actual costs. The Trustee shall execute and deliver to the Servicer or the Master Servicer upon request any court pleadings, requests for trustee’s sale or other documents necessary or desirable and, in each case, provided to the Trustee by the Servicer or the Master Servicer to (i) the foreclosure or trustee’s sale with respect to a Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note or any other Loan Document; (iii) obtain a deficiency judgment against the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or any other Mortgage Loan Document or otherwise available at law or equity.

The Master Servicer. (a) The Master Servicer shall supervise, monitor and oversee the obligation of the Servicer to service and administer the Mortgage Loans in accordance with the terms of the this Agreement and in accordance with Accepted Servicing Agreement Practices, and shall have full power and authority authority, acting alone, to do or cause to be done any and all things in connection with such servicing and administration which it may deem necessary or desirable desirable. (b) The Master Servicer shall exercise its discretion consistent with Accepted Servicing Practices and the terms of this Agreement, with respect to the enforcement of defaulted Mortgage Loans in connection such manner as will maximize the receipt of principal and interest with respect thereto, including but not limited to the sale of such master servicing Mortgage Loan to a third party, the modification of such Mortgage Loan, or foreclosure upon the related property with a Mortgage and administration. In performing its obligations hereunder, disposition thereof. (c) The duties of the Master Servicer shall act in a manner consistent include collecting and posting of all payments, responding to inquiries of Mortgagors or by federal, state or local government authorities with Accepted Master Servicing Practices. Furthermore, the Master Servicer shall oversee and consult with the Servicer as necessary from time-to-time to carry out the Master Servicer’s obligations hereunder, shall receive, review and evaluate all reports, information and other data provided respect to the Master Servicer by Mortgage Loans, investigating delinquencies, reporting tax information to Mortgagors in accordance with its customary practices and accounting for collections and furnishing monthly and annual statements to the Servicer Indenture Trustee with respect to distributions, paying Compensating Interest and shall cause the Servicer to perform making Periodic Advances and observe the covenants, obligations and conditions to be performed or observed by the Servicer under the Servicing AgreementAdvances pursuant hereto. The Master Servicer shall independently follow its customary standards, policies and separately monitor the servicing activities of the Servicer with respect to each Mortgage Loan, reconcile the results of such monitoring with such information provided procedures in the previous sentence on a monthly basis and coordinate corrective adjustments to the Servicer’s and performing its duties as Master Servicer’s records, and based on such reconciled and corrected information, provide such information relating to the Mortgage Loans to the Securities Administrator as shall be necessary to enable it to prepare the statements specified in Section 5.06 and any other information and statements required to be provided by the Securities Administrator hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring cooperate with the actual remittances of the Servicer Indenture Trustee and furnish to the Distribution Account. Notwithstanding anything Indenture Trustee with reasonable promptness information in this Agreement its possession as may be necessary or appropriate to enable the contrary, the Master Servicer shall not have any duty or obligation Indenture Trustee to enforce any Credit Risk Management Agreement that the Servicer is a party to (the “Servicer Credit Risk Management Agreement”) or to supervise, monitor or oversee the activities of the Credit Risk Manager under the Servicer Credit Risk Management Agreement with respect to any action taken or not taken by the Servicer pursuant to a recommendation of the Credit Risk Managerperform its tax reporting duties hereunder. The Indenture Trustee shall furnish the Servicer and Master Servicer, or the Master Backup Servicer with any limited powers of attorney and other documents in form acceptable to as the Indenture Trustee shall deem necessary or appropriate to enable the Servicer and the Master Servicer to service or master service and administer the Mortgage Loans and REO Property. The Trustee shall have no responsibility for any action of the Master Servicer or the Servicer pursuant to any such limited power of attorney and shall be indemnified by the Master Servicer or the Servicer for any cost, liability or expense arising from the misuse thereof by the Master Servicer or the Servicer. The Trustee, the Custodian and the Securities Administrator shall provide access to the records and documentation in possession of the Trustee, the Custodian or the Securities Administrator regarding the Mortgage Loans and REO Property and the servicing thereof to the Certificateholders, the FDIC, and the supervisory agents Backup Servicer to carry out its servicing and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the Trustee, the Custodian or the Securities Administratoradministrative duties hereunder; provided, however, thatthe Master Servicer, unless otherwise required by law, none of the Trustee, the Custodian or the Securities Administrator Backup Servicer shall be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee, the Custodian and the Securities Administrator shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment prepare for that purpose at a charge that covers the Trustee’s, the Custodian’s or the Securities Administrator’s actual costs. The Trustee shall execute and deliver to the Indenture Trustee for its execution any such powers of attorney; provided, further, that the Indenture Trustee shall not be responsible for any misuse of any such power of attorney. (d) [Reserved]. (e) The Master Servicer shall, in accordance with Accepted Servicing Practices, have the right to approve requests of Mortgagors for consent to (i) partial releases of Mortgage Loans and (ii) alterations, removal, demolition or division of Mortgaged Properties subject to Mortgage Loans. No such request shall be approved by the Master Servicer upon request unless: (x) the provisions of the related Mortgage Note have been complied with; (y) the LTV (which may, for this purpose, be determined at the time of any court pleadings, requests for trustee’s sale or other documents necessary or desirable and, such action in each case, provided a manner reasonably acceptable to the Trustee Note Insurer) after any release does not exceed the LTV set forth for such Mortgage Loan in the Mortgage Loan Schedule; and (z) the lien priority, monthly payment, Mortgage Interest Rate or maturity date of the related Mortgage is not affected except in accordance with Section 5.02; provided, however, that the foregoing requirements (x), (y) and (z) shall not apply to any such situation described in this paragraph if such situation results from any condemnation or easement activity by a governmental entity. (f) Notwithstanding anything else contained herein, the Master Servicer may not, without the consent of the Note Insurer, agree to a modification or extension of any Mortgage Loan unless both (i) such Mortgage Loan is in default or a default thereon is reasonably foreseeable and (ii) such modification or extension would not result in the Master Servicer agreeing to modifications or extensions on Mortgage Loans with aggregate Cut-Off Date Principal Balances of more than __% of the Maximum Collateral Amount. In addition, the Master Servicer may not agree to more than (i) one modification or extension with respect to any individual Mortgage Loan in a calendar year or (ii) three modifications or extensions of an individual Mortgage Loan during the life of such Mortgage Loan. (g) [Reserved]. (h) Without limiting the generality of the foregoing, but subject to Sections 5.05 and 5.06, the Master Servicer in its own name may be authorized and empowered pursuant to a power of attorney executed and delivered by the Servicer Indenture Trustee to execute and deliver, and may be authorized and empowered by the Indenture Trustee, to execute and deliver, on behalf of itself, the Noteholders and the Indenture Trustee or any of them, (i) any and all instruments of satisfaction or cancellation or of partial or full release or discharge and all other comparable instruments with respect to the Mortgage Loans and with respect to the Mortgaged Properties, (ii) and to institute foreclosure proceedings or obtain a deed in lieu of foreclosure so as to effect ownership of any Mortgaged Property on behalf of the Indenture Trustee, and (iii) to hold title to any Mortgaged Property upon such foreclosure or deed in lieu of foreclosure on behalf of the Indenture Trustee; provided, however, that Section 5.07(a) shall constitute a power of attorney from the Indenture Trustee to the Master Servicer to execute an instrument of satisfaction (or assignment of mortgage without recourse) with respect to any Mortgage Loan paid in full (or with respect to which payment in full has been escrowed). Subject to Sections 5.05 and 5.06, the Indenture Trustee shall furnish the Master Servicer with any powers of attorney and other documents as the Master Servicer shall reasonably request to enable the Master Servicer to carry out their respective servicing and administrative duties hereunder; provided, however, the Master Servicer shall prepare for and deliver to the Indenture Trustee for its execution any such powers of attorney; provided, further, that the Indenture Trustee shall not be responsible for any misuse of any such power of attorney. (i) The Master Servicer shall give prompt notice to the foreclosure Backup Servicer, the Indenture Trustee and the Note Insurer of any action, of which the Master Servicer has actual knowledge, to (i) assert a claim against the Trust or trustee’s sale with respect to a Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor on assert jurisdiction over the Trust. (j) Servicing Advances incurred by the Master Servicer in connection with the servicing of the Mortgage Loans (including any penalties in connection with the payment of any taxes and assessments or other charges) on any Mortgaged Property shall be recoverable by the Master Servicer to the extent described herein. (k) The Master Servicer shall be entitled to rely, and shall be fully protected in relying, upon any promissory note, writing, resolution, notice, consent, certificate, affidavit, letter, e-mail, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document reasonably believed by it to be genuine and correct and to have been signed, sent or made by the proper person or persons and upon advice and statements of legal counsel (including, without limitation, counsel to the Mortgagor(s)), independent accountants and other experts selected by the Master Servicer. (l) The Master Servicer shall have no liability to the Sponsor, [the Depositor,] the Indenture Trustee, the Owner Trustee, the Note Insurer, any Noteholder or any other Loan DocumentPerson for any action taken, or for refraining from the taking of any action, in good faith pursuant to this Agreement, or for errors in judgment; (iii) obtain a deficiency judgment against provided, however, that the Mortgagor; foregoing shall not apply to any breach of representations or (iv) enforce any other rights or remedies provided warranties made by the Mortgage Note Master Servicer herein, or to any specific liability imposed upon the Master Servicer pursuant to this Agreement or any other Mortgage Loan Document liability that would otherwise be imposed upon the Master Servicer by reason of its willful misconduct, bad faith or otherwise available at law negligence in the performance of its duties hereunder or equityby reason of its failure to perform its obligations or duties hereunder.

The Master Servicer. (a) The Master Servicer shall supervise, monitor and oversee the obligation of the Servicer to service and administer each Mortgage Loan (except as such obligations may be assigned to the Mortgage Loans Special Servicer pursuant to Article VI hereof) on behalf of the Trust Fund and in the best interests of and for the benefit of the Certificateholders in accordance with the terms of this Agreement, the terms of the respective Mortgage Loans and Accepted Master Servicing Practices. (b) Subject to Accepted Master Servicing Practices, Section 4.16 and the other terms of this Agreement and of each Mortgage Loan, the Master Servicer shall have full power and authority to do or cause to be done any and all things which it may deem necessary or desirable in connection with such master servicing and administrationadministration that it may deem, in its best judgment, necessary or desirable, including, without limitation, to execute and deliver, on behalf of the Trust Fund, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to any Mortgage Loan which is not a Specially Serviced Mortgage Loan. In performing its obligations hereunderWithout limiting the generality of the foregoing, the Master Servicer shall act in a manner consistent with Accepted Master Servicing Practices. Furthermoreshall, the Master Servicer shall oversee and consult with the Servicer as necessary from time-to-time to carry out the Master Servicer’s obligations hereunder, shall receive, review is hereby authorized and evaluate all reports, information and other data provided to the Master Servicer by the Servicer and shall cause the Servicer to perform and observe the covenants, obligations and conditions to be performed or observed by the Servicer under the Servicing Agreement. The Master Servicer shall independently and separately monitor the servicing activities of the Servicer empowered with respect to each Mortgage Loan, reconcile to prepare, execute and deliver, on behalf of the results of such monitoring with such information provided in Trust Fund and at the previous sentence on a monthly basis Trust Fund's expense, any and coordinate corrective adjustments to the Servicer’s all financing statements, continuation statements and Master Servicer’s records, and based on such reconciled and corrected information, provide such information relating to the Mortgage Loans to the Securities Administrator as shall be other documents or instruments necessary to enable it to prepare maintain the statements specified in Section 5.06 lien on the related Mortgaged Property and any other information and statements required to be provided by the Securities Administrator hereunderrelated collateral. The Master Servicer shall reconcile the results of its service and administer each Mortgage Loan monitoring in accordance with applicable state and federal law and shall provide to each related Mortgagor any information required to be provided to it thereby. Subject to the foregoing, the Master Servicer shall service and administer each Mortgage Loan in accordance with the actual remittances related Mortgage Loan Documents, and shall enforce all provisions designated in such Mortgage Loan Documents, including but not limited to the establishment and administration of escrow accounts, reserve accounts, impound accounts and operation and maintenance plans. The Master Servicer may from time to time submit to the Trustee for execution any powers of attorney and other documents necessary or appropriate to enable such Master Servicer to the Distribution Accountcarry out its servicing and administrative duties hereunder. Notwithstanding anything in this Agreement to the contraryforegoing, the Master Servicer shall not have modify, waive or amend any duty term of any Mortgage Loan (or obligation consent to enforce any Credit Risk Management Agreement such modification, waiver or amendment) if such modification, waiver or amendment would affect the related Monthly Payment (other than the portion thereof relating to Escrow Payments), the related Maturity Date, the related Mortgage interest rate or the related amortization schedule unless the Master Servicer determines that the contemplated action will not result in an Adverse REMIC Event in accordance with Accepted Master Servicing Practices or in reliance upon an Opinion of Counsel. The Master Servicer is may only waive late payment charges in respect of a party Mortgage Loan with the Directing Certificateholder's prior consent; provided, however, the Master Servicer may waive late payment charges in respect of a Mortgage Loan without the Directing Certificateholder's prior consent to the extent the same exceed the sum of (x) all unreimbursed P&I Advances made in xxxxxxx xx xxxx Mortgage Loan (after the “Delivery Date and prior to the collection of such late payment charges), together with all interest thereon at the Advance Rate, and (y) all reimbursements owed to the Special Servicer Credit Risk Management Agreement”) or to supervise, monitor or oversee the activities Trust for costs incurred in connection with inspections of the Credit Risk Manager related Mortgaged Property. 77 The Master Servicer may only waive Default Interest with the Directing Certificateholder's prior consent. The Master Servicer shall prepare for signature by the Trustee any such powers of attorney or other documents necessary or appropriate to carry out such duties hereunder. The Trustee shall not be responsible for any action taken or omitted to be taken by any Servicer pursuant to the application of such powers of attorney unless such action was taken or omitted to be taken at the express written direction of, and in the manner specified by, the Trustee. Notwithstanding anything contained herein to the contrary, neither the Master Servicer nor the Special Servicer shall without the Trustee's written consent: (i) except as relating to a Mortgage Loan which the Master Servicer or the Special Servicer, as applicable, is servicing pursuant to its respective duties herein (in which case such Servicer shall give notice to the Trustee of the initiation), initiate any action, suit or proceeding solely under the Trustee's name without indicating the Master Servicer's or Special Servicer's, as applicable, representative capacity, or (ii) take any action with the intent to, and which actually does cause, the Trustee to be registered to do business in any state. (c) The Master Servicer Credit Risk Management Agreement assumes, with respect to each Mortgage Loan (except as otherwise set forth in Article VI and this Section 4.01(c)), full responsibility for the timely payment of all customary, reasonable and necessary "out of pocket" costs and expenses (including reasonable attorneys' fees and disbursements) incurred in connection with: (i) any enforcement, administrative or judicial proceedings, or any necessary legal work or advice specifically related to servicing the Mortgage Loans, including but not limited to, bankruptcies, condemnations, drug seizures, foreclosures by subordinate or superior lienholders, legal costs associated with preparing powers of attorney pursuant to Section 4.01(b) above, and other legal actions incidental to the servicing of the Mortgage Loans (provided that such expenses are reasonable); (ii) all ground rents, taxes, assessments, water rates, sewer rates and other charges, as applicable, that are or may become a lien upon a related Mortgaged Property, and all fire, flood and hazard insurance coverage (to the extent required in this Agreement, including renewal payments); and (iii) compliance with the servicing provisions applicable to such Master Servicer set forth herein. With respect to any costs described in clauses (i) and (ii) above and to the extent the related Mortgage Loan Documents do not provide for Escrow Payments or the Master Servicer determines that any such payments have not been made by the related Mortgagor, the Master Servicer shall make a Servicing Advance to effect timely payment of all such expenses (in the case of those set forth in clause (ii) above, before they become delinquent) if the Master Servicer shall have or should have had knowledge based on Accepted Master Servicing Practices of such nonpayment by the Mortgagor before it becomes delinquent, and, otherwise, the Master Servicer shall effect immediate payment of all such expenses which it has knowledge or should have knowledge based on Accepted Master Servicing Practices have become delinquent, unless, with respect to the payment of taxes and assessments, the Master Servicer reasonably anticipates that such bill will be paid by the Mortgagor xx the close of business on or before the delinquency date, but in any event the Master Servicer shall make such advance within 90 days after such date or five Business Days after the Master Servicer has received confirmation that such item has not been paid, whichever is earlier, provided that during such 90-day period the Master Servicer shall use best efforts consistent with Accepted Master Servicing Practices to confirm whether such bill has been paid. The Master Serxxxxr shall make such Servicing Advances with respect to Mortgage Loans from its own funds to effect such payments only to the extent not deemed a Nonrecoverable Advance and shall be reimbursed therefor in accordance with Section 4.03(a) hereof. With respect to any costs described in clause (iii) above, the Master Servicer shall be entitled to reimbursement of such costs as Servicing Advances only to the extent expressly provided in this Agreement. If the Master Servicer determines with respect to any action taken Mortgage Loan that a Servicing Advance, if made, would constitute a Nonrecoverable Advance or not taken by that it has made a Nonrecoverable Advance, it shall deliver to the Servicer Trustee and the Directing Certificateholder a Nonrecoverable Advance Certificate. Notwithstanding the foregoing, with respect to legal costs incurred in connection with preparing powers of attorney pursuant to clause (i) above, the Master Servicer shall not be entitled to reimbursement for preparing a recommendation form of a power of attorney for each state or for legal costs incurred in connection with the Credit Risk Manager. The Trustee preparation of a power of attorney specifically for a Mortgage Loan. (d) Upon the occurrence of a Servicing Transfer Event with respect to a Mortgage Loan, the Master Servicer immediately notify the Directing Certificateholder and shall furnish effect the timely and efficient transfer of its servicing responsibilities with respect to such Mortgage Loan to the Special Servicer. (e) Unless the Master Servicer and the Master Special Servicer with any limited powers of attorney and other documents in form acceptable respect to a Mortgage Loan are the Trustee necessary or appropriate same Person, not later than two (2) Business Days after a Mortgage Loan ceases to enable the Servicer and be a Specially Serviced Mortgage Loan, the Master Servicer shall send a letter by first class mail substantially in the form of Exhibit L notifying the related Mortgagor that servicing has been transferred to service or master service and administer the Mortgage Loans and REO Property. Master Servicer. (f) The Trustee Master Servicer shall have no responsibility for any action the performance by the Special Servicer of its duties hereunder, provided that the Master Servicer shall continue certain servicing and reporting functions with respect to Specially Serviced Mortgage Loans as set forth in this Agreement. (g) The Master Servicer shall calculate for each Mortgage Loan, to the extent provided in and consistent with a Mortgage Loan, any related Prepayment Premium required to be calculated by reference to a U.S. Treasury Rate (or a specified number of basis points in excess thereof) by determining the Servicer pursuant present value as of the date of prepayment of the remaining Monthly Payments from such date of prepayment through the related stated maturity (including the Balloon Payment). With respect to any such limited power of attorney and shall be indemnified by Specially Serviced Mortgage Loan, the Master Servicer or the Servicer for any cost, liability or expense arising shall request confirmation from the misuse thereof by Special Servicer as to the calculation of the related Prepayment Premium. (h) With respect to any Mortgage Loan that has a ground lease, the Master Servicer or the Servicer. The Trustee, the Custodian and the Securities Administrator shall provide access to the records and documentation in possession on behalf of the Trustee, the Custodian or the Securities Administrator regarding the Mortgage Loans and REO Property and the servicing thereof shall send notice to the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the Trustee, the Custodian or the Securities Administrator; provided, however, that, unless otherwise required by law, none of the Trustee, the Custodian or the Securities Administrator shall be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee, the Custodian and the Securities Administrator shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee’s, the Custodian’s or the Securities Administrator’s actual costs. The Trustee shall execute and deliver related ground lessor to the Servicer or the Master Servicer upon request any court pleadings, requests for trustee’s sale or other documents necessary or desirable and, in each case, provided to effect that the Trustee by is the Servicer or the Master Servicer to (i) the foreclosure or trustee’s sale with respect to a Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor on the new mortgagee under such Mortgage Note or any other Loan Document; (iii) obtain a deficiency judgment against the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or any other Mortgage Loan Document or otherwise available at law or equityLoan.

The Master Servicer. The (a) Acting directly or through one or more Subservicers as provided in Section 5.13, the Master Servicer shall supervise, monitor and oversee the obligation of the Servicer to service and administer the Mortgage Loans in accordance with the terms of the this Agreement and in accordance with Accepted Servicing Agreement Practices, and shall have full power and authority authority, acting alone, to do or cause to be done any and all things in connection with such servicing and administration which it may deem necessary or desirable in connection with such master servicing and administration. In performing its obligations hereunder, desirable. (b) The duties of the Master Servicer shall act in a manner consistent include collecting and posting of all payments, responding to inquiries of Mortgagors or by federal, state or local government authorities with Accepted Master Servicing Practices. Furthermore, the Master Servicer shall oversee and consult with the Servicer as necessary from time-to-time to carry out the Master Servicer’s obligations hereunder, shall receive, review and evaluate all reports, information and other data provided respect to the Master Servicer by Mortgage Loans, investigating delinquencies, reporting tax information to Mortgagors in accordance with its customary practices and accounting for collections and furnishing monthly and annual statements to the Servicer Indenture Trustee with respect to distributions, paying Compensating Interest and shall cause the Servicer to perform making Periodic Advances and observe the covenants, obligations and conditions to be performed or observed by the Servicer under the Servicing AgreementAdvances pursuant hereto. The Master Servicer shall independently follow its customary standards, policies and separately monitor the servicing activities of the Servicer with respect to each Mortgage Loan, reconcile the results of such monitoring with such information provided procedures in the previous sentence on a monthly basis and coordinate corrective adjustments to the Servicer’s and performing its duties as Master Servicer’s records, and based on such reconciled and corrected information, provide such information relating to the Mortgage Loans to the Securities Administrator as shall be necessary to enable it to prepare the statements specified in Section 5.06 and any other information and statements required to be provided by the Securities Administrator hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring cooperate with the actual remittances of the Servicer Indenture Trustee and furnish to the Distribution Account. Notwithstanding anything Indenture Trustee with reasonable promptness information in this Agreement its possession as may be necessary or appropriate to enable the contrary, the Master Servicer shall not have any duty or obligation Indenture Trustee to enforce any Credit Risk Management Agreement that the Servicer is a party to (the “Servicer Credit Risk Management Agreement”) or to supervise, monitor or oversee the activities of the Credit Risk Manager under the Servicer Credit Risk Management Agreement with respect to any action taken or not taken by the Servicer pursuant to a recommendation of the Credit Risk Managerperform its tax reporting duties hereunder. The Indenture Trustee shall furnish the Master Servicer, the Backup Servicer and the Master Servicer or any Subservicer with any limited powers of attorney and other documents in form acceptable to as the Indenture Trustee shall deem necessary or appropriate to enable the Master Servicer, the Backup Servicer and any Subservicer to carry out its servicing and administrative duties hereunder; provided, however, the Master Servicer, the Backup Servicer or any Subservicer shall prepare for and deliver to the Indenture Trustee for its execution any such powers of attorney. (c) The Indenture Trustee is authorized to acknowledge, as required, any subservicing agreement between a Subservicer and the Master Servicer; PROVIDED, HOWEVER, that notwithstanding the terms of any such subservicing agreement, the provisions of Section 5.13(c) hereof shall control. (d) The Master Servicer shall, in accordance with Accepted Servicing Practices, have the right to service approve requests of Mortgagors for consent to (i) partial releases of Mortgage Loans and (ii) alterations, removal, demolition or master service division of Mortgaged Properties subject to Mortgage Loans. No such request shall be approved by the Master Servicer unless: (x) the provisions of the related Mortgage Note have been complied with; (y) the CLTV (which may, for this purpose, be determined at the time of any such action in a manner reasonably acceptable to the Note Insurer) after any release does not exceed the CLTV set forth for such Mortgage Loan in the Mortgage Loan Schedule; and administer (z) the lien priority, monthly payment, Mortgage Interest Rate or maturity date of the related Mortgage is not affected except in accordance with Section 5.02; PROVIDED, HOWEVER, that the foregoing requirements (x), (y) and (z) shall not apply to any such situation described in this paragraph if such situation results from any condemnation or easement activity by a governmental entity. (e) Notwithstanding anything else contained herein or in any Subservicing Agreement, the Master Servicer may not, without the consent of the Note Insurer, agree to a modification or extension of any Mortgage Loan unless both (i) such Mortgage Loan is in default or a default thereon is reasonably foreseeable and (ii) such modification or extension would not result in the Master Servicer agreeing to modifications or extensions on Mortgage Loans with aggregate Cut-Off Date Principal Balances of more than 5.0% of the Maximum Collateral Amount. In addition, the Master Servicer may not agree to more than (i) one modification or extension with respect to any individual Mortgage Loan in a calendar year or (ii) three modifications or extensions of an individual Mortgage Loan during the life of such Mortgage Loan. (f) The Master Servicer may, and is hereby authorized to, perform any of its servicing responsibilities with respect to all or certain of the Mortgage Loans through a Subservicer as it may from time to time designate with the approval of the Note Insurer as provided in Section 5.13, but no such designation of a Subservicer shall serve to release the Master Servicer from any of its obligations under this Agreement. Such Subservicer shall have all the rights and powers of the Master Servicer with respect to such Mortgage Loans under this Agreement. (g) Without limiting the generality of the foregoing, but subject to Sections 5.05 and 5.06, the Master Servicer in its own name or in the name of a Subservicer may be authorized and empowered pursuant to a power of attorney executed and delivered by the Indenture Trustee to execute and deliver, and may be authorized and empowered by the Indenture Trustee, to execute and deliver, on behalf of itself, the Noteholders and the Indenture Trustee or any of them, (i) any and all instruments of satisfaction or cancellation or of partial or full release or discharge and all other comparable instruments with respect to the Mortgage Loans and REO Property. The with respect to the Mortgaged Properties, (ii) and to institute foreclosure proceedings or obtain a deed in lieu of foreclosure so as to effect ownership of any Mortgaged Property on behalf of the Indenture Trustee, and (iii) to hold title to any Mortgaged Property upon such foreclosure or deed in lieu of foreclosure on behalf of the Indenture Trustee; PROVIDED, HOWEVER, that Section 5.07(a) shall constitute a power of attorney from the Indenture Trustee shall have no responsibility for any action of to the Master Servicer or the Servicer pursuant a Subservicer to execute an instrument of satisfaction (or assignment of mortgage without recourse) with respect to any such limited power Mortgage Loan paid in full (or with respect to which payment in full has been escrowed). Subject to Sections 5.05 and 5.06, the Indenture Trustee shall furnish the Master Servicer and any Subservicer with any powers of attorney and other documents as the Master Servicer or such Subservicer shall be indemnified reasonably request to enable the Master Servicer and such Subservicer to carry out their respective servicing and administrative duties hereunder; provided, however, the Master Servicer or any Subservicer shall prepare for and deliver to the Indenture Trustee for its execution any such powers of attorney. (h) The Master Servicer shall give prompt notice to the Backup Servicer, the Indenture Trustee and the Note Insurer of any action, of which the Master Servicer has actual knowledge, to (i) assert a claim against the Trust or (ii) assert jurisdiction over the Trust. (i) Servicing Advances incurred by the Master Servicer or any Subservicer in connection with the Servicer for servicing of the Mortgage Loans (including any cost, liability penalties in connection with the payment of any taxes and assessments or expense arising from the misuse thereof other charges) on any Mortgaged Property shall be recoverable by the Master Servicer or such Subservicer to the Servicer. extent described herein. (j) The Master Servicer or any Subservicer shall be entitled to rely, and shall be fully protected in relying, upon any promissory note, writing, resolution, notice, consent, certificate, affidavit, letter, e-mail, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document reasonably believed by it to be genuine and correct and to have been signed, sent or made by the proper person or persons and upon advice and statements of legal counsel (including, without limitation, counsel to the Mortgagor(s)), independent accountants and other experts selected by the Master Servicer or any Subservicer. (k) The Master Servicer shall have no liability to the Sponsor, the Indenture Trustee, the Custodian and the Securities Administrator shall provide access to the records and documentation in possession of the Owner Trustee, the Custodian Note Insurer, any Noteholder or any other Person for any action taken, or for refraining from the Securities Administrator regarding the Mortgage Loans and REO Property and the servicing thereof to the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the Trustee, the Custodian or the Securities Administrator; provided, however, that, unless otherwise required by law, none of the Trustee, the Custodian or the Securities Administrator shall be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy taking of any Mortgagor. The Trusteeaction, in good faith pursuant to this Agreement, or for errors in judgment; PROVIDED, HOWEVER, that the Custodian and the Securities Administrator foregoing shall allow representatives not apply to any breach of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee’s, the Custodian’s representations or the Securities Administrator’s actual costs. The Trustee shall execute and deliver to the Servicer or warranties made by the Master Servicer herein, or to any specific liability imposed upon request any court pleadings, requests for trustee’s sale or other documents necessary or desirable and, in each case, provided to the Trustee by the Servicer or the Master Servicer pursuant to (i) the foreclosure or trustee’s sale with respect to a Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note this Agreement or any other Loan Document; (iii) obtain a deficiency judgment against liability that would otherwise be imposed upon the Mortgagor; Master Servicer by reason of its willful misconduct, bad faith or (iv) enforce any other rights negligence in the performance of its duties hereunder or remedies provided by the Mortgage Note reason of its failure to perform its obligations or any other Mortgage Loan Document or otherwise available at law or equityduties hereunder.

The Master Servicer. (a) The Master Servicer shall supervise, monitor and oversee the obligation of the Servicer to service and administer the Mortgage Loans in accordance with the terms of the this Agreement and in accordance with Accepted Servicing Agreement Practices, and shall have full power and authority authority, acting alone, to do or cause to be done any and all things in connection with such servicing and administration which it may deem necessary or desirable desirable. (b) The Master Servicer shall exercise its discretion consistent with Accepted Servicing Practices and the terms of this Agreement, with respect to the enforcement of defaulted Mortgage Loans in connection such manner as will maximize the receipt of principal and interest with respect thereto, including but not limited to the sale of such master servicing Mortgage Loan to a third party, the modification of such Mortgage Loan, or foreclosure upon the related property with a Mortgage and administration. In performing its obligations hereunder, disposition thereof. (c) The duties of the Master Servicer shall act in a manner consistent include collecting and posting of all payments, responding to inquiries of Mortgagors or by federal, state or local government authorities with Accepted Master Servicing Practices. Furthermore, the Master Servicer shall oversee and consult with the Servicer as necessary from time-to-time to carry out the Master Servicer’s obligations hereunder, shall receive, review and evaluate all reports, information and other data provided respect to the Master Servicer by Mortgage Loans, investigating delinquencies, reporting tax information to Mortgagors in accordance with its customary practices and accounting for collections and furnishing monthly and annual statements to the Servicer Indenture Trustee with respect to distributions, paying Compensating Interest and shall cause the Servicer to perform making Delinquency Advances and observe the covenants, obligations and conditions to be performed or observed by the Servicer under the Servicing AgreementAdvances pursuant hereto. The Master Servicer shall independently follow its customary standards, policies and separately monitor the servicing activities of the Servicer with respect to each Mortgage Loan, reconcile the results of such monitoring with such information provided procedures in the previous sentence on a monthly basis and coordinate corrective adjustments to the Servicer’s and performing its duties as Master Servicer’s records, and based on such reconciled and corrected information, provide such information relating to the Mortgage Loans to the Securities Administrator as shall be necessary to enable it to prepare the statements specified in Section 5.06 and any other information and statements required to be provided by the Securities Administrator hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring cooperate with the actual remittances of the Servicer Indenture Trustee and furnish to the Distribution Account. Notwithstanding anything Indenture Trustee with reasonable promptness information in this Agreement its possession as may be necessary or appropriate to enable the contrary, the Master Servicer shall not have any duty or obligation Indenture Trustee to enforce any Credit Risk Management Agreement that the Servicer is a party to (the “Servicer Credit Risk Management Agreement”) or to supervise, monitor or oversee the activities of the Credit Risk Manager under the Servicer Credit Risk Management Agreement with respect to any action taken or not taken by the Servicer pursuant to a recommendation of the Credit Risk Managerperform its tax reporting duties hereunder. The Indenture Trustee shall furnish the Servicer and Master Servicer, or the Master Backup Servicer with any limited powers of attorney and other documents in form acceptable to as the Indenture Trustee shall deem necessary or appropriate to enable the Servicer and the Master Servicer to service or master service and administer the Mortgage Loans and REO Property. The Trustee shall have no responsibility for any action of the Master Servicer or the Servicer pursuant to any such limited power of attorney and shall be indemnified by the Master Servicer or the Servicer for any cost, liability or expense arising from the misuse thereof by the Master Servicer or the Servicer. The Trustee, the Custodian and the Securities Administrator shall provide access to the records and documentation in possession of the Trustee, the Custodian or the Securities Administrator regarding the Mortgage Loans and REO Property and the servicing thereof to the Certificateholders, the FDIC, and the supervisory agents Backup Servicer to carry out its servicing and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the Trustee, the Custodian or the Securities Administratoradministrative duties hereunder; provided, however, thatthe Master Servicer, unless otherwise required by law, none of the Trustee, the Custodian or the Securities Administrator Backup Servicer shall be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee, the Custodian and the Securities Administrator shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment prepare for that purpose at a charge that covers the Trustee’s, the Custodian’s or the Securities Administrator’s actual costs. The Trustee shall execute and deliver to the Indenture Trustee for its execution any such powers of attorney; provided, further, that the Indenture Trustee shall not be responsible for any misuse of any such power of attorney. (d) [Reserved]. (e) The Master Servicer shall, in accordance with Accepted Servicing Practices, have the right to approve requests of Mortgagors for consent to (i) partial releases of Mortgage Loans and (ii) alterations, removal, demolition or division of Mortgaged Properties subject to Mortgage Loans. No such request shall be approved by the Master Servicer upon request unless: (x) the provisions of the related Mortgage Note have been complied with; (y) the LTV (which may, for this purpose, be determined at the time of any court pleadings, requests for trustee’s sale or other documents necessary or desirable and, such action in each case, provided a manner reasonably acceptable to the Trustee Note Insurer) after any release does not exceed the LTV set forth for such Mortgage Loan in the Mortgage Loan Schedule; and (z) the lien priority, monthly payment, Mortgage Interest Rate or maturity date of the related Mortgage is not affected except in accordance with Section 5.01(f); provided, however, that the foregoing requirements (x), (y) and (z) shall not apply to any such situation described in this paragraph if such situation results from any condemnation or easement activity by a governmental entity. (f) Notwithstanding anything else contained herein, the Master Servicer may not, without the consent of the Note Insurer, agree to a modification or extension of any Mortgage Loan unless both (i) such Mortgage Loan is in default or a default thereon is reasonably foreseeable and (ii) such modification or extension would not result in the Master Servicer agreeing to modifications or extensions on Mortgage Loans with aggregate Cut-Off Date Principal Balances of more than 5.0% of the Maximum Collateral Amount. In addition, the Master Servicer may not agree to more than (i) one modification or extension with respect to any individual Mortgage Loan in a calendar year or (ii) three modifications or extensions of an individual Mortgage Loan during the life of such Mortgage Loan. (g) [Reserved]. (h) Without limiting the generality of the foregoing, but subject to Sections 5.05 and 5.06, the Master Servicer in its own name may be authorized and empowered pursuant to a power of attorney executed and delivered by the Servicer Indenture Trustee to execute and deliver, and may be authorized and empowered by the Indenture Trustee, to execute and deliver, on behalf of itself, the Noteholders and the Indenture Trustee or any of them, (i) any and all instruments of satisfaction or cancellation or of partial or full release or discharge and all other comparable instruments with respect to the Mortgage Loans and with respect to the Mortgaged Properties, (ii) and to institute foreclosure proceedings or obtain a deed in lieu of foreclosure so as to effect ownership of any Mortgaged Property on behalf of the Indenture Trustee, and (iii) to hold title to any Mortgaged Property upon such foreclosure or deed in lieu of foreclosure on behalf of the Indenture Trustee; provided, however, that Section 5.07(a) shall constitute a power of attorney from the Indenture Trustee to the Master Servicer to execute an instrument of satisfaction (or assignment of mortgage without recourse) with respect to any Mortgage Loan paid in full (or with respect to which payment in full has been escrowed). Subject to Sections 5.05 and 5.06, the Indenture Trustee shall furnish the Master Servicer with any powers of attorney and other documents as the Master Servicer shall reasonably request to enable the Master Servicer to carry out their respective servicing and administrative duties hereunder; provided, however, the Master Servicer shall prepare for and deliver to the Indenture Trustee for its execution any such powers of attorney; provided, further, that the Indenture Trustee shall not be responsible for any misuse of any such power of attorney. (i) The Master Servicer shall give prompt notice to the foreclosure Backup Servicer, the Indenture Trustee and the Note Insurer of any action, of which the Master Servicer has actual knowledge, to (i) assert a claim against the Trust or trustee’s sale (ii) assert jurisdiction over the Trust. (j) Servicing Advances incurred by the Master Servicer in connection with the servicing of the Mortgage Loans (including any penalties in connection with the payment of any taxes and assessments or other charges) on any Mortgaged Property shall be recoverable by the Master Servicer to the extent described herein. (k) The Master Servicer shall be entitled to rely, and shall be fully protected in relying, upon any promissory note, writing, resolution, notice, consent, certificate, affidavit, letter, e-mail, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document reasonably believed by it to be genuine and correct and to have been signed, sent or made by the proper person or persons and upon advice and statements of legal counsel (including, without limitation, counsel to the Mortgagor(s)), independent accountants and other experts selected by the Master Servicer. (l) The Master Servicer shall have no liability to the Seller, the Sponsor, the Indenture Trustee, the Owner Trustee, the Note Insurer, any Noteholder or any other Person for any action taken, or for refraining from the taking of any action, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that the foregoing shall not apply to any breach of representations or warranties made by the Master Servicer herein, or to any specific liability imposed upon the Master Servicer pursuant to this Agreement or any liability that would otherwise be imposed upon the Master Servicer by reason of its willful misconduct, bad faith or negligence in the performance of its duties hereunder or by reason of its failure to perform its obligations or duties hereunder. (m) The Master Servicer further is authorized and empowered by the Indenture Trustee, on behalf of the Noteholders, the Note Insurer and the Indenture Trustee, when the Master Servicer believes it is appropriate in its best judgment to register any Mortgage Loan on the MERS System, or cause the removal from the registration of any Mortgage Loan on the MERS System, to execute and deliver, on behalf of the Indenture Trustee, the Note Insurer and the Noteholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgaged Property; (ii) any legal action brought Mortgage in the name of MERS, solely as nominee for the Indenture Trustee and its successors and assigns. Any expenses incurred in connection with the actions described in the preceding sentence shall be reimbursable to obtain judgment against any Mortgagor on the Mortgage Note or any other Loan Document; (iii) obtain a deficiency judgment against the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or any other Mortgage Loan Document or otherwise available at law or equityMaster Servicer as Servicing Advances.

The Master Servicer. (a) The Master Servicer shall supervise, monitor and oversee the obligation of the Servicer to service and administer the Mortgage Loans in accordance with the terms of the this Agreement and in accordance with Accepted Servicing Agreement Practices, and shall have full power and authority authority, acting alone, to do or cause to be done any and all things in connection with such servicing and administration which it may deem necessary or desirable desirable. (b) The Master Servicer shall exercise its discretion consistent with Accepted Servicing Practices and the terms of this Agreement, with respect to the enforcement of defaulted Mortgage Loans in connection such manner as will maximize the receipt of principal and interest with respect thereto, including but not limited to the sale of such master servicing Mortgage Loan to a third party, the modification of such Mortgage Loan, or foreclosure upon the related property with a Mortgage and administration. In performing its obligations hereunder, disposition thereof. (c) The duties of the Master Servicer shall act in a manner consistent include collecting and posting of all payments, responding to inquiries of Mortgagors or by federal, state or local government authorities with Accepted Master Servicing Practices. Furthermore, the Master Servicer shall oversee and consult with the Servicer as necessary from time-to-time to carry out the Master Servicer’s obligations hereunder, shall receive, review and evaluate all reports, information and other data provided respect to the Master Servicer by Mortgage Loans, investigating delinquencies, reporting tax information to Mortgagors in accordance with its customary practices and accounting for collections and furnishing monthly and annual statements to the Servicer Indenture Trustee with respect to distributions, paying Compensating Interest and shall cause the Servicer to perform making Delinquency Advances and observe the covenants, obligations and conditions to be performed or observed by the Servicer under the Servicing AgreementAdvances pursuant hereto. The Master Servicer shall independently follow its customary standards, policies and separately monitor the servicing activities of the Servicer with respect to each Mortgage Loan, reconcile the results of such monitoring with such information provided procedures in the previous sentence on a monthly basis and coordinate corrective adjustments to the Servicer’s and performing its duties as Master Servicer’s records, and based on such reconciled and corrected information, provide such information relating to the Mortgage Loans to the Securities Administrator as shall be necessary to enable it to prepare the statements specified in Section 5.06 and any other information and statements required to be provided by the Securities Administrator hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring cooperate with the actual remittances of the Servicer Indenture Trustee and furnish to the Distribution Account. Notwithstanding anything Indenture Trustee with reasonable promptness information in this Agreement its possession as may be necessary or appropriate to enable the contrary, the Master Servicer shall not have any duty or obligation Indenture Trustee to enforce any Credit Risk Management Agreement that the Servicer is a party to (the “Servicer Credit Risk Management Agreement”) or to supervise, monitor or oversee the activities of the Credit Risk Manager under the Servicer Credit Risk Management Agreement with respect to any action taken or not taken by the Servicer pursuant to a recommendation of the Credit Risk Managerperform its tax reporting duties hereunder. The Indenture Trustee shall furnish the Servicer and Master Servicer, or the Master Backup Servicer with any limited powers of attorney and other documents in form acceptable to as the Indenture Trustee shall deem necessary or appropriate to enable the Servicer and the Master Servicer to service or master service and administer the Mortgage Loans and REO Property. The Trustee shall have no responsibility for any action of the Master Servicer or the Servicer pursuant to any such limited power of attorney and shall be indemnified by the Master Servicer or the Servicer for any cost, liability or expense arising from the misuse thereof by the Master Servicer or the Servicer. The Trustee, the Custodian and the Securities Administrator shall provide access to the records and documentation in possession of the Trustee, the Custodian or the Securities Administrator regarding the Mortgage Loans and REO Property and the servicing thereof to the Certificateholders, the FDIC, and the supervisory agents Backup Servicer to carry out its servicing and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the Trustee, the Custodian or the Securities Administratoradministrative duties hereunder; provided, however, thatthe Master Servicer, unless otherwise required by law, none of the Trustee, the Custodian or the Securities Administrator Backup Servicer shall be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee, the Custodian and the Securities Administrator shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment prepare for that purpose at a charge that covers the Trustee’s, the Custodian’s or the Securities Administrator’s actual costs. The Trustee shall execute and deliver to the Servicer or Indenture Trustee for its execution any such powers of attorney; provided, further, that the Indenture Trustee shall not be responsible for any misuse of any such power of attorney. Notwithstanding anything contained herein to the contrary, neither the Master Servicer upon request nor the Backup Servicer shall, without the Indenture Trustee’s written consent, other than routine foreclosure actions: (i) initiate any court pleadingsaction, requests suit or proceeding directly relating to the servicing of the Mortgage Loan solely under the Indenture Trustee’s name without indicating the Master Servicer’s or Backup Servicer’s, as applicable, representative capacity, (ii) initiate any other action, suit or proceeding not directly relating to the servicing of any Mortgage Loan (including but not limited to actions, suits or proceedings against Noteholders or Certificateholders, or against the Seller for trusteebreaches of representations and warranties) solely under the Indenture Trustee’s sale name, (iii) engage counsel to represent the Indenture Trustee in any action, suit or proceeding not directly related to the servicing of any Mortgage Loan (including but not limited to actions, suits or proceedings against Noteholders or Certificateholders, or against the Seller for breaches of representations and warranties, or (iv) prepare, execute or deliver any government filings, forms, permits, registrations or other documents necessary or desirable andtake any action with the intent to cause, and that actually causes, the Indenture Trustee to be registered to do business in any state. (d) [Reserved]. (e) The Master Servicer shall, in each caseaccordance with Accepted Servicing Practices, provided have the right to approve requests of Mortgagors for consent to (i) partial releases of Mortgage Loans and (ii) alterations, removal, demolition or division of Mortgaged Properties subject to Mortgage Loans. No such request shall be approved by the Master Servicer unless: (x) the provisions of the related Mortgage Note have been complied with; (y) the LTV (which may, for this purpose, be determined at the time of any such action) after any release does not exceed the LTV set forth for such Mortgage Loan in the Mortgage Loan Schedule; and (z) the lien priority, monthly payment, Mortgage Interest Rate or maturity date of the related Mortgage is not affected except in accordance with Section 5.01(f); provided, however, that the foregoing requirements (x), (y) and (z) shall not apply to any such situation described in this paragraph if such situation results from any condemnation or easement activity by a governmental entity. (f) Notwithstanding anything else contained herein, the Master Servicer may not agree to a modification or extension of any Mortgage Loan unless both (i) such Mortgage Loan is in default or a default thereon is reasonably foreseeable and (ii) such modification or extension would not result in the Master Servicer agreeing to modifications or extensions on Mortgage Loans with Initial Pool Balances of the related Group or Pool of more than 5.0% of the Maximum Collateral Amount. In addition, the Master Servicer may not agree to more than (i) one modification or extension with respect to any individual Mortgage Loan in a calendar year or (ii) three modifications or extensions of an individual Mortgage Loan during the life of such Mortgage Loan. (g) [Reserved]. (h) Without limiting the generality of the foregoing, but subject to Sections 5.05 and 5.06, the Master Servicer in its own name may be authorized and empowered pursuant to a power of attorney executed and delivered by the Indenture Trustee to execute and deliver, and may be authorized and empowered by the Indenture Trustee, to execute and deliver, on behalf of itself, the Noteholders and the Indenture Trustee or any of them, (i) any and all instruments of satisfaction or cancellation or of partial or full release or discharge and all other comparable instruments with respect to the Mortgage Loans and with respect to the Mortgaged Properties, (ii) and to institute foreclosure proceedings or obtain a deed in lieu of foreclosure so as to effect ownership of any Mortgaged Property on behalf of the Indenture Trustee, and (iii) to hold title to any Mortgaged Property upon such foreclosure or deed in lieu of foreclosure on behalf of the Indenture Trustee; provided, however, that Section 5.07(a) shall constitute a power of attorney from the Indenture Trustee by the Servicer or to the Master Servicer to execute an instrument of satisfaction (or assignment of mortgage without recourse) with respect to any Mortgage Loan paid in full (or with respect to which payment in full has been escrowed). Subject to Sections 5.05 and 5.06, the Indenture Trustee shall furnish the Master Servicer with any powers of attorney and other documents as the Master Servicer shall reasonably request to enable the Master Servicer to carry out its servicing and administrative duties hereunder; provided, however, the Master Servicer shall prepare for and deliver to the Indenture Trustee for its execution any such powers of attorney; provided, further, that the Indenture Trustee shall not be responsible for any misuse of any such power of attorney. Notwithstanding anything contained herein to the contrary, neither the Master Servicer nor the Backup Servicer shall, without the Indenture Trustee’s written consent, other than routine foreclosure actions: (i) initiate any action, suit or proceeding directly relating to the foreclosure servicing of the Mortgage Loan solely under the Indenture Trustee’s name without indicating the Master Servicer’s or trustee’s sale with respect to a Mortgaged Property; Backup Servicer’s, as applicable, representative capacity, (ii) any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note or initiate any other action, suit or proceeding not directly relating to the servicing of any Mortgage Loan Document; (including but not limited to actions, suits or proceedings against Noteholders or Certificateholders, or against the Seller for breaches of representations and warranties) solely under the Indenture Trustee’s name, (iii) obtain a deficiency judgment engage counsel to represent the Indenture Trustee in any action, suit or proceeding not directly related to the servicing of any Mortgage Loan (including but not limited to actions, suits or proceedings against Noteholders or Certificateholders, or against the Mortgagor; Seller for breaches of representations and warranties, or (iv) enforce prepare, execute or deliver any government filings, forms, permits, registrations or other rights documents or remedies provided take any action with the intent to cause, and that actually causes, the Indenture Trustee to be registered to do business in any state. (i) The Master Servicer shall give prompt notice to the Backup Servicer and the Indenture Trustee of any action, of which the Master Servicer has actual knowledge, to (i) assert a claim against the Trust or (ii) assert jurisdiction over the Trust. (j) Servicing Advances incurred by the Master Servicer in connection with the servicing of the Mortgage Note Loans (including any penalties in connection with the payment of any taxes and assessments or other charges) on any Mortgaged Property shall be recoverable by the Master Servicer to the extent described herein. (k) The Master Servicer shall be entitled to rely, and shall be fully protected in relying, upon any promissory note, writing, resolution, notice, consent, certificate, affidavit, letter, e-mail, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document reasonably believed by it to be genuine and correct and to have been signed, sent or made by the proper person or persons and upon advice and statements of legal counsel (including, without limitation, counsel to the Mortgagor(s)), independent accountants and other experts selected by the Master Servicer. (l) The Master Servicer shall have no liability to the Seller, the Sponsor, the Indenture Trustee, the Owner Trustee, any Noteholder or any other Person for any action taken, or for refraining from the taking of any action, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that the foregoing shall not apply to any breach of representations or warranties made by the Master Servicer herein, or to any specific liability imposed upon the Master Servicer pursuant to this Agreement or any liability that would otherwise be imposed upon the Master Servicer by reason of its willful misconduct, bad faith or negligence in the performance of its duties hereunder or by reason of its failure to perform its obligations or duties hereunder. (m) The Master Servicer further is authorized and empowered by the Indenture Trustee, on behalf of the Noteholders and the Indenture Trustee, when the Master Servicer believes it is appropriate in its best judgment to register any Mortgage Loan Document on the MERS System, or otherwise available at law cause the removal from the registration of any Mortgage Loan on the MERS System, to execute and deliver, on behalf of the Indenture Trustee and the Noteholders or equityany of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Indenture Trustee and its successors and assigns. Any expenses incurred in connection with the actions described in the preceding sentence shall be reimbursable to the Master Servicer as Servicing Advances.

The Master Servicer. (a) The Master Servicer shall supervise, monitor and oversee the obligation of the Servicer to service and administer each Mortgage Loan (except as such obligations may be assigned to the Mortgage Loans Special Servicer pursuant to Article VI hereof) on behalf of the Trust Fund in accordance with applicable law, the terms of this Agreement, the terms of the respective Mortgage Loans and, to the extent consistent with the foregoing, Accepted Master Servicing Practices. (b) Subject to Accepted Master Servicing Practices, Section 3.18 and the other terms of this Agreement and of each Mortgage Loan, the Master Servicer shall have full power and authority to do or cause to be done any and all things which it may deem necessary or desirable in connection with such master servicing and administrationadministration that it may deem, in its best judgment, necessary or desirable, including, without limitation, to execute and deliver, on behalf of the Trust Fund, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to any Mortgage Loan which is not a Specially Serviced Mortgage Loan, subject, in certain instances, to the Special Servicer's approval of certain actions with respect to Mortgage Loans that are not Specially Serviced Mortgage Loans. In performing its obligations hereunderWithout limiting the generality of the foregoing, the Master Servicer shall act in a manner consistent with Accepted Master Servicing Practices. Furthermoreshall, the Master Servicer shall oversee and consult with the Servicer as necessary from time-to-time to carry out the Master Servicer’s obligations hereunder, shall receive, review is hereby authorized and evaluate all reports, information and other data provided to the Master Servicer by the Servicer and shall cause the Servicer to perform and observe the covenants, obligations and conditions to be performed or observed by the Servicer under the Servicing Agreement. The Master Servicer shall independently and separately monitor the servicing activities of the Servicer empowered with respect to each Mortgage Loan, reconcile to prepare, execute and deliver, on behalf of the results of such monitoring with such information provided in Trust Fund and at the previous sentence on a monthly basis Trust Fund's expense, any and coordinate corrective adjustments to the Servicer’s all financing statements, continuation statements and Master Servicer’s records, and based on such reconciled and corrected information, provide such information relating to the Mortgage Loans to the Securities Administrator as shall be other documents or instruments necessary to enable it to prepare maintain the statements specified in Section 5.06 lien on the related Mortgaged Property and any other information and statements required to be provided by the Securities Administrator hereunderrelated collateral. The Master Servicer shall reconcile the results of its service and administer each Mortgage Loan monitoring in accordance with applicable state and federal law and shall provide to each related Mortgagor any information required to be provided to it thereby. Subject to the foregoing, the Master Servicer shall service and administer each Mortgage Loan in accordance with the actual remittances related Mortgage Loan Documents, and shall enforce all provisions designated in such Mortgage Loan Documents, including but not limited to the establishment and administration of escrow accounts, reserve accounts, impound accounts and operation and maintenance plans. The Master Servicer may from time to time submit to the Trustee for execution any powers of attorney and other documents necessary or appropriate to enable such Master Servicer to the Distribution Accountcarry out its servicing and administrative duties hereunder. Notwithstanding anything in this Agreement to the contraryforegoing, the Master Servicer shall not have modify, waive or amend any duty term of any Mortgage Loan (or obligation consent to enforce any Credit Risk Management Agreement such modification, waiver or amendment) if such modification, waiver or amendment would affect the related Monthly Payment (other than the portion thereof relating to Escrow Payments), the related Maturity Date, the related Mortgage interest rate or the related amortization schedule unless the Master Servicer determines that the contemplated action will not result in an Adverse REMIC Event in accordance with Accepted Master Servicing Practices in reliance upon an Opinion of Counsel. The Master Servicer shall prepare for signature by the Trustee any such powers of attorney or other documents necessary or appropriate to carry out such duties hereunder. The Trustee shall not be responsible for any action taken or omitted to be taken by any Servicer pursuant to the application of such powers of attorney unless such action was taken or omitted to be taken at the express written direction of, and in the manner specified by, the Trustee. Notwithstanding anything contained herein to the contrary, neither the Master Servicer nor the Special Servicer shall without the Trustee's written consent: (i) except as relating to a Mortgage Loan which the Master Servicer or the Special Servicer, as applicable, is a party servicing pursuant to its respective duties herein (in which case such Servicer shall give notice to the “Servicer Credit Risk Management Agreement”) or to supervise, monitor or oversee the activities Trustee of the Credit Risk Manager initiation), initiate any action, suit or proceeding solely under the Trustee's name without indicating the Master Servicer's or Special Servicer's, as applicable, representative capacity, or (ii) take any action with the intent to, and which actually does cause, the Trustee to be registered to do business in any state. (c) The Master Servicer Credit Risk Management Agreement assumes, with respect to each Mortgage Loan (except as otherwise set forth in Article VI and this Section 4.01(c)), full responsibility for the timely payment of all customary, reasonable and necessary "out of pocket" costs and expenses (including reasonable attorneys' fees and disbursements) incurred in connection with: (i) any enforcement, administrative or judicial proceedings, or any necessary legal work or advice specifically related to servicing the Mortgage Loans, including but not limited to, bankruptcies, condemnations, drug seizures, foreclosures by subordinate or superior lienholders, legal costs associated with preparing powers of attorney pursuant to Section 4.01(b) above, and other legal actions incidental to the servicing of the Mortgage Loans (provided that such expenses are reasonable), but excluding any enforcement or necessary legal work or advice specifically related to monitoring or enforcing the Foreign Currency Exchange Contract (which costs and expenses, if any, shall constitute a Servicing Advance); (ii) all ground rents, taxes, assessments, water rates, sewer rates and other charges, as applicable, that are or may become a lien upon a related Mortgaged Property, and all fire, flood and hazard insurance coverage (to the extent required in this Agreement, including renewal payments); and (iii) compliance with the servicing provisions applicable to such Master Servicer set forth herein. With respect to any costs described in clauses (i) and (ii) above and to the extent the related Mortgage Loan Documents do not provide for Escrow Payments or the Master Servicer determines that any such payments have not been made by the related Mortgagor, the Master Servicer shall make a Servicing Advance to effect timely payment of all such expenses (in the case of those set forth in clause (ii) above, before they become delinquent) if the Master Servicer shall have or should have had knowledge based on Accepted Master Servicing Practices of such nonpayment by the Mortgagor before it becomes delinquent, and, otherwise, the Master Servicer shall effect immediate payment of all such expenses which it has knowledge or should have knowledge based on Accepted Master Servicing Practices have become delinquent, unless, with respect to the payment of taxes and assessments, the Master Servicer reasonably anticipates that such bxxx will be paid by the Mortgagor by the close of business on or before the delinquency date, but in any event the Master Servicer shall make such advance within 90 days after such date or five Business Days after the Master Servicer has received confirmation that such item has not been paid, whichever is earlier, provided that during such 90-day period the Master Servicer shall use best efforts consistent with Accepted Master Servicing Practices to confirm whether such bxxx has been paid. The Master Servicer shall make such Servicing Advances with respect to Mortgage Loans from its own funds to effect such payments only to the extent not deemed a Nonrecoverable Advance and shall be reimbursed therefor in accordance with Section 4.03(a) hereof. With respect to any costs described in clause (iii) above, the Master Servicer shall be entitled to reimbursement of such costs as Servicing Advances only to the extent expressly provided in this Agreement. If the Master Servicer determines with respect to any action taken Mortgage Loan that a Servicing Advance, if made, would constitute a Nonrecoverable Advance or not taken by that it has made a Nonrecoverable Advance, it shall deliver to the Servicer pursuant Trustee a Nonrecoverable Advance Certificate. (d) Upon the occurrence of a Servicing Transfer Event with respect to a recommendation Mortgage Loan, the Master Servicer shall effect the timely and efficient transfer of its servicing responsibilities to the Credit Risk Manager. The Trustee shall furnish Special Servicer. (e) Unless the Master Servicer and the Master Special Servicer with any limited powers of attorney and other documents in form acceptable respect to a Mortgage Loan are the Trustee necessary or appropriate to enable the Servicer and same Person, not later than two (2) Business Days after the Master Servicer becomes aware that a Mortgage Loan ceases to service or master service and administer be a Specially Serviced Mortgage Loan, the Mortgage Loans and REO Property. Master Servicer shall send a letter by first class mail substantially in the form of Exhibit L hereto notifying the related Mortgagor that servicing has been transferred to the Master Servicer. (f) The Trustee Master Servicer shall have no responsibility for any action the performance by the Special Servicer of its duties hereunder, provided that the Master Servicer shall continue certain servicing and reporting functions with respect to Specially Serviced Mortgage Loans as set forth in this Agreement. (g) The Master Servicer shall calculate for each Mortgage Loan, to the extent provided in and consistent with a Mortgage Loan, any related Prepayment Premium required to be calculated by reference to a U.S. Treasury Rate (or a specified number of basis points in excess thereof) by determining the Servicer pursuant present value as of the date of prepayment of the remaining Monthly Payments from such date of prepayment through the related stated maturity (including the Balloon Payment). With respect to any such limited power of attorney and shall be indemnified by Specially Serviced Mortgage Loan, the Master Servicer or the Servicer for any cost, liability or expense arising shall request confirmation from the misuse thereof by Special Servicer as to the calculation of the related Prepayment Premium. (h) With respect to any Mortgage Loan that has a ground lease, the Master Servicer or the Servicer. The Trustee, the Custodian and the Securities Administrator shall provide access to the records and documentation in possession on behalf of the Trustee, the Custodian or the Securities Administrator regarding the Mortgage Loans and REO Property and the servicing thereof shall send notice to the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the Trustee, the Custodian or the Securities Administrator; provided, however, that, unless otherwise required by law, none of the Trustee, the Custodian or the Securities Administrator shall be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee, the Custodian and the Securities Administrator shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee’s, the Custodian’s or the Securities Administrator’s actual costs. The Trustee shall execute and deliver related ground lessor to the Servicer or the Master Servicer upon request any court pleadings, requests for trustee’s sale or other documents necessary or desirable and, in each case, provided to effect that the Trustee by is the Servicer or the Master Servicer to (i) the foreclosure or trustee’s sale with respect to a Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor on the new mortgagee under such Mortgage Note or any other Loan Document; (iii) obtain a deficiency judgment against the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or any other Mortgage Loan Document or otherwise available at law or equityLoan.

The Master Servicer. The Master Servicer shall supervise, monitor and oversee the obligation of the Servicer to service and administer the Mortgage Loans in accordance with the terms of the Servicing this Agreement and shall have full power and authority to do any and all things which it may deem necessary or desirable in connection with such master servicing and administration. In performing its obligations hereunder, the Master Servicer shall act in a manner consistent with Accepted Master Servicing Practices. Furthermore, the Master Servicer shall oversee and consult with the Servicer as necessary from time-to-time to carry out the Master Servicer’s obligations hereunder, shall receive, review and evaluate all reports, information and other data provided to the Master Servicer by the Servicer and shall cause enforce the Servicer Servicer’s obligation to perform and observe the covenants, obligations and conditions to be performed or observed by the Servicer under the Servicing this Agreement. The Master Servicer shall independently and separately monitor the Servicer’s servicing activities of the Servicer with respect to each Mortgage Loan, reconcile the results of such monitoring with such information provided in the previous sentence on a monthly basis and coordinate corrective adjustments to the Servicer’s and Master Servicer’s records, and based on such reconciled and corrected information, provide such information relating to the Mortgage Loans to the Securities Administrator as shall be necessary to enable it to prepare the statements specified in Section 5.06 and any other information and statements required to be provided by the Securities Administrator hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Servicer to the Distribution Account. Notwithstanding anything in this Agreement to the contrary, the Master Servicer shall not have any duty or obligation to enforce any Credit Risk Management Agreement that the Servicer is a party to (the “Servicer Credit Risk Management Agreement”) or to supervise, monitor or oversee the activities of the Credit Risk Manager under the Servicer Credit Risk Management Agreement with respect to any action taken or not taken by the Servicer pursuant to a recommendation of the Credit Risk Manager. The Trustee shall furnish the Servicer and the Master Servicer with any limited powers of attorney and other documents in form acceptable agreeable to the Trustee necessary or appropriate to enable the Servicer and the Master Servicer to service or master service and administer the Mortgage Loans and REO Property. The Trustee shall have no responsibility for any action of the Master Servicer or the Servicer pursuant to any such limited power of attorney or any other executed document delivered by the Trustee pursuant to this paragraph and shall be indemnified by the Master Servicer or and the Servicer for any cost, liability or expense arising from the misuse thereof by the Master Servicer or the Servicer. The Trustee, the Custodian and the Securities Administrator shall provide access to the records and documentation in possession of the Trustee, the Custodian or the Securities Administrator regarding the Mortgage Loans and REO Property and the servicing thereof to the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the Trustee, the Custodian or the Securities Administrator; provided, however, that, unless otherwise required by law, none of the Trustee, the Custodian or the Securities Administrator shall be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee, the Custodian and the Securities Administrator shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee’s, the Custodian’s or the Securities Administrator’s actual costs. The Trustee shall execute and deliver to the Servicer or the Master Servicer upon request any court pleadings, requests for trustee’s sale or other documents necessary or desirable and, in each case, provided to the Trustee by the Servicer or the Master Servicer to (i) the foreclosure or trustee’s sale with respect to a Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note or any other Loan Document; (iii) obtain a deficiency judgment against the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or any other Mortgage Loan Document or otherwise available at law or equity.

The Master Servicer. (a) The Master Servicer shall supervise, monitor and oversee the obligation of the Servicer to service and administer the Mortgage Loans in accordance with the terms of the this Agreement and in accordance with Accepted Servicing Agreement Practices, and shall have full power and authority authority, acting alone, to do or cause to be done any and all things in connection with such servicing and administration which it may deem necessary or desirable desirable. (b) The Master Servicer shall exercise its discretion consistent with Accepted Servicing Practices and the terms of this Agreement, with respect to the enforcement of defaulted Mortgage Loans in connection such manner as will maximize the receipt of principal and interest with respect thereto, including but not limited to the sale of such master servicing Mortgage Loan to a third party, the modification of such Mortgage Loan, or foreclosure upon the related property with a Mortgage and administration. In performing its obligations hereunder, disposition thereof. (c) The duties of the Master Servicer shall act in a manner consistent include collecting and posting of all payments, responding to inquiries of Mortgagors or by federal, state or local government authorities with Accepted Master Servicing Practices. Furthermore, the Master Servicer shall oversee and consult with the Servicer as necessary from time-to-time to carry out the Master Servicer’s obligations hereunder, shall receive, review and evaluate all reports, information and other data provided respect to the Master Servicer by Mortgage Loans, investigating delinquencies, reporting tax information to Mortgagors in accordance with its customary practices and accounting for collections and furnishing monthly and annual statements to the Servicer Indenture Trustee with respect to distributions, paying Compensating Interest and shall cause the Servicer to perform making Delinquency Advances and observe the covenants, obligations and conditions to be performed or observed by the Servicer under the Servicing AgreementAdvances pursuant hereto. The Master Servicer shall independently follow its customary standards, policies and separately monitor the servicing activities of the Servicer with respect to each Mortgage Loan, reconcile the results of such monitoring with such information provided procedures in the previous sentence on a monthly basis and coordinate corrective adjustments to the Servicer’s and performing its duties as Master Servicer’s records, and based on such reconciled and corrected information, provide such information relating to the Mortgage Loans to the Securities Administrator as shall be necessary to enable it to prepare the statements specified in Section 5.06 and any other information and statements required to be provided by the Securities Administrator hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring cooperate with the actual remittances of the Servicer Indenture Trustee and furnish to the Distribution Account. Notwithstanding anything Indenture Trustee with reasonable promptness information in this Agreement its possession as may be necessary or appropriate to enable the contrary, the Master Servicer shall not have any duty or obligation Indenture Trustee to enforce any Credit Risk Management Agreement that the Servicer is a party to (the “Servicer Credit Risk Management Agreement”) or to supervise, monitor or oversee the activities of the Credit Risk Manager under the Servicer Credit Risk Management Agreement with respect to any action taken or not taken by the Servicer pursuant to a recommendation of the Credit Risk Managerperform its tax reporting duties hereunder. The Indenture Trustee shall furnish the Servicer and Master Servicer, or the Master Backup Servicer with any limited powers of attorney and other documents in form acceptable to as the Indenture Trustee shall deem necessary or appropriate to enable the Servicer and the Master Servicer to service or master service and administer the Mortgage Loans and REO Property. The Trustee shall have no responsibility for any action of the Master Servicer or the Servicer pursuant to any such limited power of attorney and shall be indemnified by the Master Servicer or the Servicer for any cost, liability or expense arising from the misuse thereof by the Master Servicer or the Servicer. The Trustee, the Custodian and the Securities Administrator shall provide access to the records and documentation in possession of the Trustee, the Custodian or the Securities Administrator regarding the Mortgage Loans and REO Property and the servicing thereof to the Certificateholders, the FDIC, and the supervisory agents Backup Servicer to carry out its servicing and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the Trustee, the Custodian or the Securities Administratoradministrative duties hereunder; provided, however, thatthe Master Servicer, unless otherwise required by law, none of the Trustee, the Custodian or the Securities Administrator Backup Servicer shall be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee, the Custodian and the Securities Administrator shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment prepare for that purpose at a charge that covers the Trustee’s, the Custodian’s or the Securities Administrator’s actual costs. The Trustee shall execute and deliver to the Servicer or Indenture Trustee for its execution any such powers of attorney; provided, further, that the Indenture Trustee shall not be responsible for any misuse of any such power of attorney. Notwithstanding anything contained herein to the contrary, neither the Master Servicer upon request nor the Backup Servicer shall, without the Indenture Trustee’s written consent: (i) initiate any court pleadingsaction, requests suit or proceeding directly relating to the servicing of the Mortgage Loan solely under the Indenture Trustee’s name without indicating the Master Servicer’s or Backup Servicer’s, as applicable, representative capacity, (ii) initiate any other action, suit or proceeding not directly relating to the servicing of any Mortgage Loan (including but not limited to actions, suits or proceedings against Noteholders or Certificateholders, or against the Seller for trusteebreaches of representations and warranties) solely under the Indenture Trustee’s sale name, (iii) engage counsel to represent the Indenture Trustee in any action, suit or proceeding not directly related to the servicing of any Mortgage Loan (including but not limited to actions, suits or proceedings against Noteholders or Certificateholders, or against the Seller for breaches of representations and warranties, or (iv) prepare, execute or deliver any government filings, forms, permits, registrations or other documents necessary or desirable andtake any action with the intent to cause, and that actually causes, the Indenture Trustee to be registered to do business in any state. (d) [Reserved]. (e) The Master Servicer shall, in each caseaccordance with Accepted Servicing Practices, provided have the right to approve requests of Mortgagors for consent to (i) partial releases of Mortgage Loans and (ii) alterations, removal, demolition or division of Mortgaged Properties subject to Mortgage Loans. No such request shall be approved by the Master Servicer unless: (x) the provisions of the related Mortgage Note have been complied with; (y) the LTV (which may, for this purpose, be determined at the time of any such action in a manner reasonably acceptable to the Trustee Note Insurer) after any release does not exceed the LTV set forth for such Mortgage Loan in the Mortgage Loan Schedule; and (z) the lien priority, monthly payment, Mortgage Interest Rate or maturity date of the related Mortgage is not affected except in accordance with Section 5.01(f); provided, however, that the foregoing requirements (x), (y) and (z) shall not apply to any such situation described in this paragraph if such situation results from any condemnation or easement activity by a governmental entity. (f) Notwithstanding anything else contained herein, the Master Servicer may not, without the consent of the Note Insurer, agree to a modification or extension of any Mortgage Loan unless both (i) such Mortgage Loan is in default or a default thereon is reasonably foreseeable and (ii) such modification or extension would not result in the Master Servicer agreeing to modifications or extensions on Mortgage Loans with aggregate Cut-Off Date Principal Balances of more than 5.0% of the Maximum Collateral Amount. In addition, the Master Servicer may not agree to more than (i) one modification or extension with respect to any individual Mortgage Loan in a calendar year or (ii) three modifications or extensions of an individual Mortgage Loan during the life of such Mortgage Loan. (g) [Reserved]. (h) Without limiting the generality of the foregoing, but subject to Sections 5.05 and 5.06, the Master Servicer in its own name may be authorized and empowered pursuant to a power of attorney executed and delivered by the Servicer Indenture Trustee to execute and deliver, and may be authorized and empowered by the Indenture Trustee, to execute and deliver, on behalf of itself, the Noteholders and the Indenture Trustee or any of them, (i) any and all instruments of satisfaction or cancellation or of partial or full release or discharge and all other comparable instruments with respect to the Mortgage Loans and with respect to the Mortgaged Properties, (ii) and to institute foreclosure proceedings or obtain a deed in lieu of foreclosure so as to effect ownership of any Mortgaged Property on behalf of the Indenture Trustee, and (iii) to hold title to any Mortgaged Property upon such foreclosure or deed in lieu of foreclosure on behalf of the Indenture Trustee; provided, however, that Section 5.07(a) shall constitute a power of attorney from the Indenture Trustee to the Master Servicer to execute an instrument of satisfaction (or assignment of mortgage without recourse) with respect to any Mortgage Loan paid in full (or with respect to which payment in full has been escrowed). Subject to Sections 5.05 and 5.06, the Indenture Trustee shall furnish the Master Servicer with any powers of attorney and other documents as the Master Servicer shall reasonably request to enable the Master Servicer to carry out its servicing and administrative duties hereunder; provided, however, the Master Servicer shall prepare for and deliver to the Indenture Trustee for its execution any such powers of attorney; provided, further, that the Indenture Trustee shall not be responsible for any misuse of any such power of attorney. Notwithstanding anything contained herein to the contrary, neither the Master Servicer nor the Backup Servicer shall, without the Indenture Trustee’s written consent: (i) initiate any action, suit or proceeding directly relating to the foreclosure servicing of the Mortgage Loan solely under the Indenture Trustee’s name without indicating the Master Servicer’s or trustee’s sale with respect to a Mortgaged Property; Backup Servicer’s, as applicable, representative capacity, (ii) any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note or initiate any other action, suit or proceeding not directly relating to the servicing of any Mortgage Loan Document; (including but not limited to actions, suits or proceedings against Noteholders or Certificateholders, or against the Seller for breaches of representations and warranties) solely under the Indenture Trustee’s name, (iii) obtain a deficiency judgment engage counsel to represent the Indenture Trustee in any action, suit or proceeding not directly related to the servicing of any Mortgage Loan (including but not limited to actions, suits or proceedings against Noteholders or Certificateholders, or against the Mortgagor; Seller for breaches of representations and warranties, or (iv) enforce prepare, execute or deliver any government filings, forms, permits, registrations or other rights documents or remedies provided take any action with the intent to cause, and that actually causes, the Indenture Trustee to be registered to do business in any state. (i) The Master Servicer shall give prompt notice to the Backup Servicer, the Indenture Trustee and the Note Insurer of any action, of which the Master Servicer has actual knowledge, to (i) assert a claim against the Trust or (ii) assert jurisdiction over the Trust. (j) Servicing Advances incurred by the Master Servicer in connection with the servicing of the Mortgage Loans (including any penalties in connection with the payment of any taxes and assessments or other charges) on any Mortgaged Property shall be recoverable by the Master Servicer to the extent described herein. (k) The Master Servicer shall be entitled to rely, and shall be fully protected in relying, upon any promissory note, writing, resolution, notice, consent, certificate, affidavit, letter, e-mail, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document reasonably believed by it to be genuine and correct and to have been signed, sent or made by the proper person or persons and upon advice and statements of legal counsel (including, without limitation, counsel to the Mortgagor(s)), independent accountants and other experts selected by the Master Servicer. (l) The Master Servicer shall have no liability to the Seller, the Sponsor, the Indenture Trustee, the Owner Trustee, the Note Insurer, any Noteholder or any other Person for any action taken, or for refraining from the taking of any action, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that the foregoing shall not apply to any breach of representations or warranties made by the Master Servicer herein, or to any specific liability imposed upon the Master Servicer pursuant to this Agreement or any liability that would otherwise be imposed upon the Master Servicer by reason of its willful misconduct, bad faith or negligence in the performance of its duties hereunder or by reason of its failure to perform its obligations or duties hereunder. (m) The Master Servicer further is authorized and empowered by the Indenture Trustee, on behalf of the Noteholders, the Note Insurer and the Indenture Trustee, when the Master Servicer believes it is appropriate in its best judgment to register any Mortgage Loan Document on the MERS System, or otherwise available at law cause the removal from the registration of any Mortgage Loan on the MERS System, to execute and deliver, on behalf of the Indenture Trustee, the Note Insurer and the Noteholders or equityany of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Indenture Trustee and its successors and assigns. Any expenses incurred in connection with the actions described in the preceding sentence shall be reimbursable to the Master Servicer as Servicing Advances.

The Master Servicer. The Master Servicer shall, or shall supervisecause the related Subservicer to, monitor and oversee the obligation of the Servicer to service and administer the Mortgage Loans in accordance a manner consistent with the terms of the Servicing this Agreement and with general industry practice and shall have full power and authority authority, acting alone or through such Subservicer, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable desirable, it being understood, however, that the Master Servicer shall at all times remain responsible to the Trustee and the Credit Enhancer and the Certificateholders for the performance of its duties and obligations hereunder in connection accordance with such master servicing and administrationthe terms hereof. In performing its obligations hereunderAny amounts received by the related Subservicer in respect of a Mortgage Loan shall be deemed to have been received by the Master Servicer whether or not actually received by it. Without limiting the generality of the foregoing, the Master Servicer shall act in a manner consistent with Accepted Master Servicing Practices. Furthermoreshall, and is hereby authorized and empowered by the Trustee to, execute and deliver, on behalf of itself, the Master Servicer shall oversee Certificateholders and consult with the Servicer as necessary from time-to-time to carry out the Master Servicer’s obligations hereunderTrustee or any of them, shall receiveany and all instruments of satisfaction or cancellation, review or of partial or full release or discharge and evaluate all reportsother comparable instruments, information and other data provided to the Master Servicer by the Servicer and shall cause the Servicer to perform and observe the covenants, obligations and conditions to be performed or observed by the Servicer under the Servicing Agreement. The Master Servicer shall independently and separately monitor the servicing activities of the Servicer with respect to each Mortgage Loan, reconcile the results of such monitoring with such information provided in the previous sentence on a monthly basis and coordinate corrective adjustments to the Servicer’s and Master Servicer’s records, and based on such reconciled and corrected information, provide such information relating to the Mortgage Loans to the Securities Administrator as shall be necessary to enable it to prepare the statements specified in Section 5.06 and any other information and statements required to be provided by the Securities Administrator hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Servicer to the Distribution Account. Notwithstanding anything in this Agreement to the contrary, the Master Servicer shall not have any duty or obligation to enforce any Credit Risk Management Agreement that the Servicer is a party to (the “Servicer Credit Risk Management Agreement”) or to supervise, monitor or oversee the activities of the Credit Risk Manager under the Servicer Credit Risk Management Agreement with respect to any action taken or not taken by the Servicer pursuant to a recommendation Mortgaged Properties. Upon the written request of the Credit Risk Manager. The Master Servicer, the Seller and the Trustee shall furnish the Servicer and the Master Servicer with any limited powers of attorney and other documents in form acceptable to the Trustee necessary or appropriate to enable the Servicer and the Master Servicer to service or master service carry out its servicing and administer administrative duties hereunder. The Master Servicer in such capacity may also consent to the placing of a lien senior to that of the Mortgage Loans and REO on the related Mortgaged Property. The Trustee shall have no responsibility for any action , provided that (a) the Mortgage relating to the Mortgage Loan (i) was in a first lien position as of the Master Servicer or applicable Cut-Off Date and (ii) was in a first lien position immediately prior to the Servicer pursuant to any placement of such limited power senior lien and (iii) the ratio of attorney and shall be indemnified by (A) the Master Servicer or sum of the Servicer for any cost, liability or expense arising from the misuse thereof by the Master Servicer or the Servicer. The Trustee, the Custodian Credit Limit of such Mortgage Loan and the Securities Administrator shall provide access unpaid principal balance of the lien senior to that of the Mortgage on the related Mortgaged Property immediately following such placement to (B) the Valuation of the Mortgaged Property at the time the Mortgage Loan was originated is not greater than (1) with respect to Mortgage Loans with a Combined Loan-to-Value Ratio of _____% or less, _____%, (2) with respect to Mortgage Loans with a Combined Loan-to-Value Ratio in excess of _____% and not greater than _____%, _____% and (3) with respect to Mortgage Loans with a Combined Loan-to-Value Ratio greater than _____%, _____%; (b) such Mortgage succeeded to a first or second lien position after the related Mortgage Loan was conveyed to the records and documentation Trust and, immediately following the placement of such senior lien, such Mortgage is in possession of a second or, if at the Trustee, the Custodian or the Securities Administrator regarding time the Mortgage Loans and REO Property and the servicing thereof to the CertificateholdersLoan was in a third lien position, the FDICa third lien position, and the supervisory agents and examiners outstanding principal amount of the FDIC, mortgage loan secured by such access being afforded only upon reasonable prior written request and during normal business hours at the office of the Trustee, the Custodian or the Securities Administrator; provided, however, that, unless otherwise required by law, none of the Trustee, the Custodian or the Securities Administrator shall be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee, the Custodian subsequent senior lien and the Securities Administrator shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose rate at a charge that covers the Trustee’s, the Custodian’s or the Securities Administrator’s actual costs. The Trustee shall execute and deliver to the Servicer or the Master Servicer upon request any court pleadings, requests for trustee’s sale or other documents necessary or desirable and, in each case, provided to the Trustee by the Servicer or the Master Servicer to (i) the foreclosure or trustee’s sale with respect to a Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note or any other Loan Document; (iii) obtain a deficiency judgment against the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or any other Mortgage Loan Document or otherwise available at law or equity.which interest accrues thereon are

The Master Servicer. (a) The Master Servicer shall supervise, monitor and oversee the obligation of the Servicer to service and administer the Revolving Credit Loans in a manner generally consistent with the terms of the Program Guide and in a manner consistent with the terms of this Servicing Agreement and which shall be normal and usual in its general mortgage servicing activities, and shall have full power and authority, acting alone or through a subservicer, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable, it being understood, however, that the Master Servicer shall at all times remain responsible to the Issuer, the Indenture Trustee, as pledgee of the Revolving Credit Loans; and for the performance of its duties and obligations hereunder in accordance with the terms hereof and the Program Guide. Without limiting the generality of the foregoing, the Master Servicer shall continue, and is hereby authorized and empowered by the Issuer and the Indenture Trustee, as pledgee of the Revolving Credit Loans, to execute and deliver, on behalf of itself, the Issuer, the Indenture Trustee or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments with respect to the Revolving Credit Loans and with respect to the Mortgaged Properties. The Issuer, the Indenture Trustee and the Custodian, as applicable, shall furnish the Master Servicer with any powers of attorney and other documents necessary or appropriate to enable the Master Servicer to carry out its servicing and administrative duties hereunder. In addition, the Master Servicer may, at its own discretion and on behalf of the Indenture Trustee, obtain credit information in the form of a "credit score" from a credit repository. On the Closing Date, the Indenture Trustee shall deliver to the Master Servicer a limited power of attorney generally in the form of Exhibit B hereto. If the Mortgage relating to a Revolving Credit Loan did not have a lien senior to the Revolving Credit Loan on the related Mortgaged Property as of the Cut-off Date, then the Master Servicer, in such capacity, may not consent to the placing of a lien senior to that of the Mortgage on the related Mortgaged Property. If the Mortgage relating to a Revolving Credit Loan had a lien senior to the Revolving Credit Loan on the related Mortgaged Property as of the Cut-off Date, then the Master Servicer, in such capacity, may consent to the refinancing of the prior senior lien; provided that (i) the resulting Combined Loan-to-Value Ratio of such Revolving Credit Loan is no higher than the greater of the Combined Loan-to-Value Ratio prior to such refinancing and [70]% (or [80]% for those borrowers with a FICO "credit score" of 710 or greater), (ii) the interest rate for the loan evidencing the refinanced senior lien is no higher than the interest rate on the loan evidencing the existing senior lien immediately prior to the date of such refinancing; provided however if the loan evidencing the existing senior lien prior to the date of refinancing is an adjustable rate and the loan evidencing the refinanced senior lien is a fixed rate lien, then the loan evidencing the refinanced senior lien may be up to 2.0% higher than the then-current mortgage rate of the loan evidencing the existing senior lien and (iii) the loan evidencing the refinanced senior lien is not subject to negative amortization. In connection with servicing the Revolving Credit Loans, the Master Servicer may take reasonable actions to encourage or effect the termination of Loan Agreements that have become dormant. The relationship of the Master Servicer (and of any successor to the Master Servicer as servicer under this Servicing Agreement) to the Issuer under this Servicing Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent. (b) The Master Servicer may enter into Subservicing Agreements with Subservicers for the servicing and administration of certain of the Revolving Credit Loans. References in this Servicing Agreement to actions taken or to be taken by the Master Servicer in servicing the Revolving Credit Loans include actions taken or to be taken by a Subservicer on behalf of the Master Servicer and any amount actually received by such Subservicer in respect of a Revolving Credit Loan shall be deemed to have been received by the Master Servicer whether or not actually received by the Master Servicer. Each Subservicing Agreement will be upon such terms and conditions as are not inconsistent with this Servicing Agreement and as the Master Servicer and the Subservicer have agreed. With the approval of the Master Servicer, a Subservicer may delegate its servicing obligations to third-party servicers, but such Subservicers will remain obligated under the related Subservicing Agreements. The Master Servicer and the Subservicer may enter into amendments to the related Subservicing Agreements; provided, however, that any such amendments shall not cause the Revolving Credit Loans to be serviced in a manner that would be materially inconsistent with the standards set forth in this Servicing Agreement. The Master Servicer shall be entitled to terminate any Subservicing Agreement in accordance with the terms and conditions thereof and without any limitation by virtue of this Servicing Agreement; provided, however, that in the event of termination of any Subservicing Agreement by the Master Servicer or the Subservicer, the Master Servicer shall either act as servicer of the related Revolving Credit Loan or enter into a Subservicing Agreement with a successor Subservicer which will be bound by the terms of the related Subservicing Agreement. The Master Servicer shall be entitled to enter into any agreement with a Subservicer for indemnification of the Master Servicer and nothing contained in this Servicing Agreement shall be deemed to limit or modify such indemnification. In the event that the rights, duties and obligations of the Master Servicer are terminated hereunder, any successor to the Master Servicer in its sole discretion may, to the extent permitted by applicable law, terminate the existing Subservicing Agreement with any Subservicer in accordance with the terms of the Servicing applicable Subservicing Agreement or assume the terminated Master Servicer's rights and shall have full power and authority to do any and all things obligations under such subservicing arrangements which it may deem necessary termination or desirable in connection with assumption will not violate the terms of such master arrangements. As part of its servicing and administration. In performing its obligations activities hereunder, the Master Servicer Servicer, for the benefit of the Trust and the Securityholders, shall act in use 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 manner consistent with Accepted Master Servicing Practicesmaterial adverse effect on a Revolving Credit Loan. FurthermoreSuch enforcement, including, without limitation, the Master Servicer legal prosecution of claims, termination of Subservicing Agreements and the pursuit of other appropriate remedies, shall oversee be in such form and consult with the Servicer carried out to such an extent and at such time as necessary from time-to-time to carry out the Master Servicer’s obligations hereunder, shall receivein its good faith business judgment, review and evaluate all reports, information and other data provided to would require were it the Master Servicer by owner of the Servicer and shall cause the Servicer to perform and observe the covenants, obligations and conditions to be performed or observed by the Servicer under the Servicing Agreementrelated Revolving Credit Loans. The Master Servicer shall independently and separately monitor pay the servicing activities of the Servicer with respect to each Mortgage Loan, reconcile the results costs of such monitoring with such information provided in the previous sentence on a monthly basis and coordinate corrective adjustments to the Servicer’s and Master Servicer’s recordsenforcement at its own expense, and based on such reconciled and corrected information, provide such information relating to the Mortgage Loans to the Securities Administrator as shall be necessary to enable it to prepare the statements specified in Section 5.06 and any other information and statements required to be provided by the Securities Administrator hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Servicer to the Distribution Account. Notwithstanding anything in this Agreement to the contrary, the Master Servicer shall not have any duty or obligation to enforce any Credit Risk Management Agreement that the Servicer is a party to (the “Servicer Credit Risk Management Agreement”) or to supervise, monitor or oversee the activities of the Credit Risk Manager under the Servicer Credit Risk Management Agreement with respect to any action taken or not taken by the Servicer pursuant to a recommendation of the Credit Risk Manager. The Trustee shall furnish the Servicer and the Master Servicer with any limited powers of attorney and other documents in form acceptable to the Trustee necessary or appropriate to enable the Servicer and the Master Servicer to service or master service and administer the Mortgage Loans and REO Property. The Trustee shall have no responsibility for any action of the Master Servicer or the Servicer pursuant to any such limited power of attorney and shall be indemnified by the Master Servicer or the Servicer for any cost, liability or expense arising from the misuse thereof by the Master Servicer or the Servicer. The Trustee, the Custodian and the Securities Administrator shall provide access to the records and documentation in possession of the Trustee, the Custodian or the Securities Administrator regarding the Mortgage Loans and REO Property and the servicing thereof to the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded reimbursed therefor only upon reasonable prior written request and during normal business hours at the office of the Trustee, the Custodian or the Securities Administrator; provided, however, that, unless otherwise required by law, none of the Trustee, the Custodian or the Securities Administrator shall be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee, the Custodian and the Securities Administrator shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee’s, the Custodian’s or the Securities Administrator’s actual costs. The Trustee shall execute and deliver to the Servicer or the Master Servicer upon request any court pleadings, requests for trustee’s sale or other documents necessary or desirable and, in each case, provided to the Trustee by the Servicer or the Master Servicer to (i) from a general recovery resulting from such enforcement to the foreclosure extent, if any, that such recovery exceeds all amounts due in respect of the related Revolving Credit Loan or trustee’s sale with respect to a Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note from a specific recovery of costs, expenses or any other Loan Document; (iii) obtain a deficiency judgment attorneys fees against the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or any other Mortgage Loan Document or otherwise available at law or equityparty against whom such enforcement is directed.

The Master Servicer. The Master Servicer shall supervise, monitor and oversee the obligation of the Servicer to service and administer the Mortgage Loans on behalf of the Trust in accordance with the terms of hereof, consistent with prudent mortgage loan servicing practices and (unless inconsistent with prudent mortgage loan servicing practices) in the Servicing Agreement same manner in which, and with the same care, skill, prudence and diligence with which, it services and administers similar mortgage loans for other portfolios, and shall have full power and authority to do or cause to be done any and all things which it may deem necessary or desirable in connection with such servicing and administration which a prudent servicer of mortgage loans would do under similar circumstances, including, without limitation, the power and authority to bring actions and defend the Mortgage Pool Assets on behalf of the Trust in order to enforce the terms of the Mortgage Notes. The Master Servicer may perform its master servicing responsibilities through agents or independent contractors, but shall not thereby be released from any of its responsibilities hereunder and administrationthe Master Servicer shall diligently pursue all of its rights against such agents or independent contractors. In performing The Master Servicer shall make reasonable efforts to collect or cause to be collected all payments called for under the terms and provisions of the Mortgage Loans and shall, to the extent such procedures shall be consistent with this Agreement and the terms and provisions of any Primary Insurance Policy, any FHA insurance policy or VA guaranty, any hazard insurance policy, and federal flood insurance, cause to be followed such collection procedures as are followed with respect to mortgage loans comparable to the Mortgage Loans and held in portfolios of responsible mortgage lenders in the local areas where each Mortgaged Property is located. The Master Servicer shall enforce “due-on-sale” clauses with respect to the related Mortgage Loans, to the extent permitted by law, subject to the provisions set forth in Section 3.08. Consistent with the foregoing, the Master Servicer may, in accordance with prudent mortgage loan servicing practices, (i) waive or cause to be waived any assumption fee or late payment charge in connection with the prepayment of any Mortgage Loan and (ii) only upon determining that the coverage of any applicable insurance policy or guaranty related to a Mortgage Loan will not be materially adversely affected, arrange a schedule, running for no more than 180 days after the first delinquent Due Date, for payment of any delinquent installment on any Mortgage Note or for the liquidation of delinquent items. The Master Servicer, in its obligations hereundersole discretion, shall have the right, but not the obligation, to purchase any Mortgage Loan delinquent 90 consecutive days or more for an amount equal to its Purchase Price. The Master Servicer, in its sole discretion, shall also have the right, but not the obligation, to purchase, for an amount equal to its Purchase Price, any Mortgage Loan delinquent 90 consecutive days or more, for the purpose of requiring the Person who sold such Mortgage Loan to the Company to repurchase such Mortgage Loan based on a breach of a representation or warranty made by such Person in connection with the Company’s purchase or acquisition of such Mortgage Loan. For purposes of this paragraph, a Mortgage Loan is considered delinquent for 90 consecutive days if a Monthly Payment is not received by the first day of the third month following the month during which such payment was due. Consistent with the terms of this Section 3.01, the Master Servicer may waive, modify or vary any term of any Mortgage Loan or consent to the postponement of strict compliance with any such term or in any manner grant indulgence to any Mortgagor if it has determined, exercising its good faith business judgment in the same manner as it would if it were the owner of the related Mortgage Loan, that the security for, and the timely and full collectability of, such Mortgage Loan would not be adversely affected by such waiver, modification, postponement or indulgence; provided, however, that (unless the Mortgagor is in default with respect to the Mortgage Loan or in the reasonable judgment of the Master Servicer such default is imminent) the Master Servicer shall not permit any modification with respect to any Mortgage Loan that would (i) change the applicable Mortgage Interest Rate, defer or forgive the payment of any principal or interest, reduce the outstanding principal balance (except for actual payments of principal) or extend the final maturity date with respect to such Mortgage Loan, or (ii) be inconsistent with the terms of any applicable Primary Insurance Policy, FHA insurance policy, VA guaranty, hazard insurance policy or federal flood insurance policy. Notwithstanding the foregoing, the Master Servicer shall act not permit any modification with respect to any Mortgage Loan that would both constitute a sale or exchange of such Mortgage Loan within the meaning of Section 1001 of the Code (including any proposed, temporary or final regulations promulgated thereunder) (other than in connection with a proposed conveyance or assumption of such Mortgage Loan that is treated as a Principal Prepayment or in a default situation) and cause REMIC I to fail to qualify as such under the Code. The Master Servicer shall be entitled to approve a request from a Mortgagor for a partial release of the related Mortgaged Property, the granting of an easement thereon in favor of another Person, any alteration or demolition of the related Mortgaged Property or other similar matters if it has determined, exercising its good faith business judgment in the same manner consistent as it would if it were the owner of the related Mortgage Loan, that the security for, and the timely and full collectability of, such Mortgage Loan would not be adversely affected thereby and that REMIC I would not fail to continue to qualify as a REMIC under the Code as a result thereof and that no tax on “prohibited transactions” or “contributions” after the startup day would be imposed on REMIC I as a result thereof. The Master Servicer is hereby authorized and empowered by the Trust to execute and deliver or cause to be executed and delivered on behalf of the Holders of the Certificates, and the Trust or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release, discharge or modification, assignments of Mortgages and endorsements of Mortgage Notes in connection with Accepted refinancings (in jurisdictions where such assignments are the customary and usual standard of practice of mortgage lenders) and all other comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Properties. The Master Servicing Practices. FurthermoreServicer is hereby further authorized and empowered by the Trust to execute and deliver or cause to be executed and delivered on behalf of the Holders of the Certificates and the Trust, or any of them, such instruments of assignment or other comparable instruments as the Master Servicer shall oversee and consult shall, in its sole judgment, deem appropriate in order to register any Mortgage Loan on the MERS® System or to cause the removal of any Mortgage Loan from registration thereon. Any expenses incurred in connection with the actions described in the preceding sentence shall be borne by the Master Servicer with no right of reimbursement; provided, however, that any such expenses incurred as necessary from time-to-time a result of any termination by MERS of the MERS® System shall be reimbursable to carry out the Master Servicer. The Trustee on behalf of the Trust shall execute and furnish to the Master Servicer, at the Master Servicer’s obligations hereunderdirection, shall receive, review and evaluate all reports, information any powers of attorney and other data provided to documents prepared by the Master Servicer and determined by the Servicer and shall cause the Master Servicer to perform be necessary or appropriate to enable the Master Servicer to carry out its supervisory, servicing and observe the covenants, obligations and conditions to be performed or observed by the Servicer administrative duties under the Servicing this Agreement. The Master Servicer shall independently obtain and separately monitor maintain, and shall cause each Subservicer to obtain and maintain (in each case, to the servicing activities of the Servicer extent generally commercially available), fidelity bond and errors and omissions coverage acceptable to Xxxxxx Xxx or Xxxxxxx Mac with respect to each Mortgage Loanits obligations under this Agreement and the applicable subservicing agreement, reconcile the results of such monitoring with such information provided in the previous sentence on a monthly basis and coordinate corrective adjustments to the Servicer’s and Master Servicer’s records, and based on such reconciled and corrected information, provide such information relating to the Mortgage Loans to the Securities Administrator as shall be necessary to enable it to prepare the statements specified in Section 5.06 and any other information and statements required to be provided by the Securities Administrator hereunderrespectively. The Master Servicer shall reconcile the results establish or cause to be established escrow accounts for, or pay or cause to be paid when due (by means of its Mortgage Loan monitoring an advance), any tax liens in connection with the actual remittances of Mortgaged Properties that are not paid by the Servicer Mortgagors when due to the Distribution Accountextent that any such payment would not constitute a Nonrecoverable Advance when made. Notwithstanding anything in this Agreement to In connection with the contraryservicing and administering of each Mortgage Loan, the Master Servicer shall not have and any duty or obligation to enforce any Credit Risk Management Agreement that the Servicer is a party to (the “Servicer Credit Risk Management Agreement”) or to supervise, monitor or oversee the activities of the Credit Risk Manager under the Servicer Credit Risk Management Agreement with respect to any action taken or not taken by the Servicer pursuant to a recommendation of the Credit Risk Manager. The Trustee shall furnish the Servicer and the Master Servicer with any limited powers of attorney and other documents in form acceptable to the Trustee necessary or appropriate to enable the Servicer and the Master Servicer to service or master service and administer the Mortgage Loans and REO Property. The Trustee shall have no responsibility for any action affiliate of the Master Servicer or (i) may perform services such as appraisals, default management and (in the Servicer pursuant to any such limited power case of attorney affiliates only) brokerage services that are not customarily provided by servicers of mortgage loans, and shall be indemnified by the Master Servicer or the Servicer for any cost, liability or expense arising from the misuse thereof by the Master Servicer or the Servicer. The Trustee, the Custodian entitled to reasonable compensation therefor and the Securities Administrator shall provide access to the records and documentation in possession of the Trustee, the Custodian or the Securities Administrator regarding the Mortgage Loans and REO Property and the servicing thereof to the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the Trustee, the Custodian or the Securities Administrator; provided, however, that, unless otherwise required by law, none of the Trustee, the Custodian or the Securities Administrator shall be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee, the Custodian and the Securities Administrator shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee’s, the Custodian’s or the Securities Administrator’s actual costs. The Trustee shall execute and deliver to the Servicer or the Master Servicer upon request any court pleadings, requests for trustee’s sale or other documents necessary or desirable and, in each case, provided to the Trustee by the Servicer or the Master Servicer to (i) the foreclosure or trustee’s sale with respect to a Mortgaged Property; (ii) any legal action brought to may, at its own discretion and on behalf of the Trust, obtain judgment against any Mortgagor on credit information in the Mortgage Note or any other Loan Document; (iii) obtain form of a deficiency judgment against the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or any other Mortgage Loan Document or otherwise available at law or equity“credit score” from a credit repository.

The Master Servicer. The Master Servicer shall supervise, monitor and oversee the obligation of the each Servicer to service and administer the Mortgage Loans in accordance with the terms of the Servicing this Agreement and shall have full power and authority to do any and all things which it may deem necessary or desirable in connection with such master servicing and administration. In performing its obligations hereunder, the Master Servicer shall act in a manner consistent with Accepted Master Servicing Practices. Furthermore, the Master Servicer shall oversee and consult with the each Servicer as necessary from time-to-time to carry out the Master Servicer’s obligations hereunder, shall receive, review and evaluate all reports, information and other data provided to the Master Servicer by the each Servicer and shall cause the each Servicer to perform and observe the covenants, obligations and conditions to be performed or observed by the such Servicer under the Servicing this Agreement. The Master Servicer shall independently and separately monitor the each Servicer’s servicing activities of the Servicer with respect to each Mortgage Loan, reconcile the results of such monitoring with such information provided in the previous sentence on a monthly basis and coordinate corrective adjustments to the applicable Servicer’s and Master Servicer’s records, and based on such reconciled and corrected information, provide such information relating to the Mortgage Loans to the Securities Administrator as shall be necessary to enable it to prepare the statements specified in Section 5.06 and any other information and statements required to be provided by the Securities Administrator hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Servicer Servicers to the Distribution Account. Notwithstanding anything in this Agreement to the contrary, the Master Servicer shall not have any duty or obligation to enforce any Credit Risk Management Agreement that the a Servicer is a party to (the “Servicer Credit Risk Management Agreement”) or to supervise, monitor or oversee the activities of the Credit Risk Manager under the applicable Servicer Credit Risk Management Agreement with respect to any action taken or not taken by the related Servicer pursuant to a recommendation of the Credit Risk Manager. The Trustee shall furnish the each Servicer and the Master Servicer with any limited powers of attorney and other documents in form acceptable agreeable to the Trustee necessary or appropriate to enable the applicable Servicer and the Master Servicer to service or master service and administer the Mortgage Loans and REO Property. The Trustee shall have no responsibility for any action of the Master Servicer or the any Servicer pursuant to any such limited power of attorney or any other executed document delivered by the Trustee pursuant to this paragraph and shall be indemnified by the Master Servicer or the and each Servicer for any cost, liability or expense arising from the misuse thereof by the Master Servicer or the such Servicer. The Trustee, the Custodian and the Securities Administrator shall provide access to the records and documentation in possession of the Trustee, the Custodian or the Securities Administrator regarding the Mortgage Loans and REO Property and the servicing thereof to the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the Trustee, the Custodian or the Securities Administrator; provided, however, that, unless otherwise required by law, none of the Trustee, the Custodian or the Securities Administrator shall be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee, the Custodian and the Securities Administrator shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee’s, the Custodian’s or the Securities Administrator’s actual costs. The Trustee shall execute and deliver to the applicable Servicer or the Master Servicer upon request any court pleadings, requests for trustee’s sale or other documents necessary or desirable and, in each case, provided to the Trustee by the such Servicer or the Master Servicer to (i) the foreclosure or trustee’s sale with respect to a Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note or any other Loan Document; (iii) obtain a deficiency judgment against the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or any other Mortgage Loan Document or otherwise available at law or equity.

The Master Servicer. The Master Servicer shall supervise, monitor and oversee the obligation of the Servicer to service and administer the Mortgage Loans in accordance with the terms of the Servicing Agreement and shall have full power and authority to do any and all things which it may deem necessary or desirable in connection with such master servicing and administration. In performing its obligations hereunder, the Master Servicer shall act in a manner consistent with Accepted Master Servicing Practices. Furthermore, the Master Servicer shall oversee and consult with the Servicer as necessary from time-to-time to carry out the Master Servicer’s obligations hereunder, shall receive, review and evaluate all reports, information and other data provided to the Master Servicer by the Servicer and shall cause enforce the Servicer Servicer’s obligation to perform and observe the covenants, obligations and conditions to be performed or observed by the Servicer under the Servicing Agreement. The Master Servicer shall independently and separately monitor the Servicer’s servicing activities of the Servicer with respect to each Mortgage Loan, reconcile the results of such monitoring with such information provided in the previous sentence on a monthly basis and coordinate corrective adjustments to the Servicer’s and Master Servicer’s records, and based on such reconciled and corrected information, provide such information relating to the Mortgage Loans to the Securities Administrator as shall be necessary to enable it to prepare the statements specified in Section 5.06 and any other information and statements required to be provided by the Securities Administrator hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Servicer to the Distribution AccountAccount pursuant to the Servicing Agreement. Notwithstanding anything in this Agreement or the Servicing Agreement to the contrary, the Master Servicer shall not have any duty or obligation to enforce any Credit Risk Management Agreement that the Servicer is a party to (the “Servicer Credit Risk Management Agreement”) or to supervise, monitor or oversee the activities of the Credit Risk Manager under the Servicer Credit Risk Management Agreement with respect to any action taken or not taken by the Servicer pursuant to a recommendation of the Credit Risk Manager. The Trustee shall furnish the Servicer and the Master Servicer with any limited powers of attorney and other documents in form acceptable agreeable to the Trustee necessary or appropriate to enable the Servicer and the Master Servicer to service or master service and administer the Mortgage Loans and REO Property. The Trustee shall have no responsibility for any action of the Master Servicer or the Servicer pursuant to any such limited power of attorney or any other executed document delivered by the Trustee pursuant to this paragraph and shall be indemnified by the Master Servicer or and the Servicer for any cost, liability or expense arising from the misuse thereof by the Master Servicer or the Servicer. The Trustee, the Custodian and the Securities Administrator shall provide access to the records and documentation in possession of the Trustee, the Custodian or the Securities Administrator regarding the Mortgage Loans and REO Property and the servicing thereof to the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the Trustee, the Custodian or the Securities Administrator; provided, however, that, unless otherwise required by law, none of the Trustee, the Custodian or the Securities Administrator shall be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee, the Custodian and the Securities Administrator shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee’s, the Custodian’s or the Securities Administrator’s actual costs. The Trustee shall execute and deliver to the Servicer or the Master Servicer upon request any court pleadings, requests for trustee’s sale or other documents necessary or desirable and, in each case, provided to the Trustee by the Servicer or the Master Servicer to (i) the foreclosure or trustee’s sale with respect to a Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note or any other Loan Document; (iii) obtain a deficiency judgment against the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or any other Mortgage Loan Document or otherwise available at law or equity.

The Master Servicer. (a) The Master Servicer, as independent contract Master Servicer, shall service and administer the Mortgage Loans and shall have full power and authority, acting alone, to do any and all things in connection with such servicing and administration which the Master Servicer may deem necessary or desirable and consistent with the terms of this Agreement. The Master Servicer shall supervise, monitor may enter into subservicing agreements for any servicing and oversee administration of Mortgage Loans with any institution which (i) is in compliance with the obligation laws of each state necessary to enable it to perform its obligations under such subservicing agreement and (ii) is an affiliate of the Master Servicer. (b) Notwithstanding any subservicing agreement or any of the provisions of this Agreement relating to agreements or arrangements between the Master Servicer and a subservicer or reference to service actions taken through a subservicer or otherwise, the Master Servicer shall remain obligated and administer primarily liable for the servicing and administering of the Mortgage Loans in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such subservicing agreements or arrangements or by virtue of indemnification from the subservicer and to the same extent and under the same terms of and conditions as if the Servicing Agreement and shall have full power and authority to do any and all things which it may deem necessary or desirable in connection with such master Master Servicer alone were servicing and administrationadministering the Mortgage Loans. In performing its obligations hereunderFor purposes of this Agreement, the Master Servicer shall act in a manner consistent with Accepted Master Servicing Practices. Furthermore, be deemed to have received payments on Mortgage Loans when the Master Servicer shall oversee and consult with the Servicer as necessary from time-to-time to carry out the Master Servicer’s obligations hereunder, shall receive, review and evaluate all reports, information and other data provided to the Master Servicer by the Servicer and shall cause the Servicer to perform and observe the covenants, obligations and conditions to be performed or observed by the Servicer under the Servicing Agreementsubservicer has received such payments. The Master Servicer shall independently and separately monitor the servicing activities be entitled to enter into any agreement with a subservicer for indemnification of the Master Servicer with respect to each Mortgage Loan, reconcile the results of by such monitoring with such information provided in the previous sentence on a monthly basis and coordinate corrective adjustments to the Servicer’s and Master Servicer’s recordssubservicer, and based on nothing contained in this Agreement shall be deemed to limit or modify such reconciled indemnification. (c) Any subservicing agreement that may be entered into and corrected information, provide such information any transactions or services relating to the Mortgage Loans involving a subservicer in its capacity as such and not as an originator shall be deemed to be between the subservicer and the Master Servicer alone, and the Trust Administrator, the Trustee and Certificateholders shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the Securities Administrator subservicer except as shall be necessary to enable it to prepare the statements specified set forth in Section 5.06 and any other information and statements required to be provided by the Securities Administrator hereunder3.01(e). The Master Servicer shall reconcile be solely liable for all fees owed by it to any subservicer irrespective of whether the results Master Servicer's compensation pursuant to this Agreement is sufficient to pay such fees. (d) In the event the Master Servicer shall for any reason no longer be the Master Servicer (including by reason of an Event of Default), the Trust Administrator or its designee shall thereupon assume all of the rights and obligations of the Master Servicer under each subservicing agreement that the Master Servicer may have entered into, unless the Trust Administrator or designee elects to terminate any subservicing agreement. Any fee payable in connection with such a termination will be payable by the outgoing Master Servicer. If the Trust Administrator does not terminate a subservicing agreement, the Trust Administrator, its designee or the successor Master Servicer for the Trust Administrator shall be deemed to have assumed all of the Master Servicer's interest therein and to have replaced the Master Servicer as a party to each subservicing agreement to the same extent as if the subservicing agreements had been assigned to the assuming party, except that the Master Servicer shall not thereby be relieved of any liability or obligations under the subservicing agreements with regard to events that occurred prior to the date the Master Servicer ceased to be the Master Servicer hereunder. The Master Servicer, at its expense and without right of reimbursement therefor, shall, upon the request of the Trust Administrator, deliver to the assuming party all documents and records and afford the assuming party reasonable access (to the extent practicable) to the computer systems, electronic files and personnel as they relate to each subservicing agreement and the Mortgage Loans then being serviced and an accounting of amounts collected and held by it and otherwise use its best efforts to effect the orderly and efficient transfer of the subservicing agreements to the assuming party. (e) Consistent with the terms of this Agreement, the Master Servicer may waive, modify or vary any term of any Mortgage Loan monitoring or consent to the postponement of strict compliance with any such term or in any manner grant indulgence to any Mortgagor if in the actual remittances Master Servicer's good faith determination such waiver, modification, postponement or indulgence is not materially adverse to the interests of the Servicer to the Distribution Account. Notwithstanding anything in this Agreement to the contraryCertificateholders, provided, however, the Master Servicer shall not have make or permit any duty modification, waiver or obligation amendment of any Mortgage Loan which would cause the REMIC created hereunder to enforce fail to qualify as a REMIC or result in the imposition of any Credit Risk Management Agreement that the Servicer is a party to (the “Servicer Credit Risk Management Agreement”tax under Section 860F(a) or to supervise, monitor or oversee the activities Section 860G(d) of the Credit Risk Manager under Code. Without limiting the generality of the foregoing, the Master Servicer Credit Risk Management Agreement shall continue, and is hereby authorized and empowered to execute and deliver on behalf of the Trustee and each Certificateholder, all instruments of satisfaction or cancellation, or of partial or full release, discharge and all other comparable instruments with respect to any action taken or not taken the Mortgage Loans and with respect to the Mortgaged Properties. If reasonably required by the Servicer pursuant to a recommendation of Master Servicer, the Credit Risk Manager. The Trustee and the Trust Administrator shall furnish the Servicer and the Master Servicer with any limited powers of attorney and other documents in form acceptable to the Trustee necessary or appropriate to enable the Servicer and the Master Servicer to service carry out its servicing and administrative duties under this Agreement. Notwithstanding anything to the contrary contained herein, the Master Servicer, in servicing and administering the Mortgage Loans, shall employ or master service cause to be employed procedures (including collection, foreclosure and administer REO Property management procedures) and exercise the same care that it customarily employs and exercises in servicing and administering mortgage loans for its own account, in accordance with accepted mortgage servicing practices of prudent lending institutions servicing mortgage loans similar to the Mortgage Loans and REO Property. The Trustee giving due consideration to the Certificateholders' reliance on the Master Servicer. (f) On and after such time as the Trust Administrator receives the written resignation of, or notice of the removal of, the Master Servicer from its rights and obligations under this Agreement, and with respect to resignation pursuant to Section 6.04, after receipt by the Trust Administrator of the Opinion of Counsel required pursuant to Section 6.04, the Trust Administrator or its designee shall have no responsibility for any action assume all of the rights and obligations of the Master Servicer or the Servicer pursuant Servicer, subject to any such limited power of attorney and shall be indemnified by the Master Servicer or the Servicer for any cost, liability or expense arising from the misuse thereof by the Master Servicer or the Servicer. The Trustee, the Custodian and the Securities Administrator shall provide access to the records and documentation in possession of the Trustee, the Custodian or the Securities Administrator regarding the Mortgage Loans and REO Property and the servicing thereof to the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the Trustee, the Custodian or the Securities Administrator; provided, however, that, unless otherwise required by law, none of the Trustee, the Custodian or the Securities Administrator shall be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee, the Custodian and the Securities Administrator shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee’s, the Custodian’s or the Securities Administrator’s actual costs. The Trustee shall execute and deliver to the Servicer or the Master Servicer upon request any court pleadings, requests for trustee’s sale or other documents necessary or desirable and, in each case, provided to the Trustee by the Servicer or the Master Servicer to (i) the foreclosure or trustee’s sale with respect to a Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note or any other Loan Document; (iii) obtain a deficiency judgment against the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or any other Mortgage Loan Document or otherwise available at law or equitySection 7.

The Master Servicer. (a) The Master Servicer shall supervise, monitor and oversee the obligation of the Servicer to service and administer the Mortgage Loans and shall have full power and authority, acting alone, to do any and all things in connection with such servicing and administration which the Master Servicer may deem necessary or desirable and consistent with the terms of this Agreement. The Master Servicer may enter into Subservicing Agreements for any servicing and administration of Mortgage Loans with any institution which (i) is in compliance with the laws of each state necessary to enable it to perform its obligations under such Subservicing Agreement, (ii) (x) has been designated an approved Seller-Master Servicer by the Federal Home Loan Mortgage Corporation (“FHLMC”) or the Federal National Mortgage Association (“FNMA”) for first and second mortgage loans, (y) is an affiliate of the Master Servicer or (z) is otherwise approved by the Insurer. The Master Servicer shall give written notice to the Insurer and the Indenture Trustee prior to the appointment of any Subservicer. Any such Subservicing Agreement shall be consistent with and not violate the provisions of this Agreement and shall be in form and substance acceptable to the Insurer. The Master Servicer shall be entitled to terminate any Subservicing Agreement in accordance with the terms and conditions of such Subservicing Agreement and either itself directly service the related Mortgage Loans or enter into a Subservicing Agreement with a successor subservicer which qualifies hereunder. The Master Servicer may enter into any Subcontracting Agreement from time to time with any Subcontractor without notice to or approval of the Insurer. (b) Notwithstanding any Subservicing Agreement or any Subcontracting Agreement or any of the provisions of this Agreement relating to agreements or arrangements between the Master Servicer and a Subservicer or a Subcontractor or reference to actions taken through a Subservicer or a Subcontractor or otherwise, the Master Servicer shall remain obligated and primarily liable for the servicing and administering of the Mortgage Loans in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such Subservicing Agreements, Subcontracting Agreements or arrangements or by virtue of indemnification from the Subservicer or Subcontractor, as applicable, and to the same extent and under the same terms of and conditions as if the Servicing Agreement and shall have full power and authority to do any and all things which it may deem necessary or desirable in connection with such master Master Servicer alone were servicing and administrationadministering the Mortgage Loans. In performing its obligations hereunderFor purposes of this Agreement, the Master Servicer shall act in a manner consistent with Accepted Master Servicing Practices. Furthermore, be deemed to have received payments on Mortgage Loans when the Master Servicer shall oversee and consult with the Servicer as necessary from time-to-time to carry out the Master Servicer’s obligations hereunder, shall receive, review and evaluate all reports, information and other data provided to the Master Servicer by the Servicer and shall cause the Servicer to perform and observe the covenants, obligations and conditions to be performed or observed by the Servicer under the Servicing AgreementSubservicer has received such payments. The Master Servicer shall independently and separately monitor the servicing activities be entitled to enter into any agreement with a Subservicer or a Subcontractor for indemnification of the Master Servicer with respect to each Mortgage Loan, reconcile the results of by such monitoring with such information provided in the previous sentence on a monthly basis and coordinate corrective adjustments to the Servicer’s and Master Servicer’s recordsSubservicer or Subcontractor, and based on nothing contained in this Agreement shall be deemed to limit or modify such reconciled indemnification. (c) Any Subservicing Agreement or Subcontracting Agreement that may be entered into and corrected information, provide such information any transactions or services relating to the Mortgage Loans involving a Subservicer or a Subcontractor, as applicable, in its capacity as such and not as an originator shall be deemed to be between the Subservicer or Subcontractor, as applicable, and the Master Servicer alone, and the Indenture Trustee, the Insurer, the Owner Trustee and Noteholders and the Transferor in respect of the Transferor Interest shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the Securities Administrator Subservicer or the Subcontractor, as shall be necessary to enable it to prepare the statements specified applicable, except as set forth in Section 5.06 and any other information and statements required to be provided by the Securities Administrator hereunder3.01(d) herein, as applicable. The Master Servicer shall reconcile be solely liable for all fees owed by it to any Subservicer or any Subcontractor irrespective of whether the results Master Servicer’s compensation pursuant to this Agreement is sufficient to pay such fees. (d) In the event the Master Servicer shall for any reason no longer be the Master Servicer (including by reason of an Event of Servicing Termination), the Indenture Trustee or its Mortgage Loan monitoring designee approved by the Insurer or a successor Master Servicer under Section 7.02(a) shall thereupon assume all of the rights and obligations of the Master Servicer under each Subservicing Agreement and each Subcontracting Agreement that the Master Servicer may have entered into, unless the Indenture Trustee or designee approved by the Insurer or any successor Master Servicer under Section 7.02(a) elects to terminate any Subservicing Agreement or any Subcontracting Agreement in accordance with the actual remittances terms of such Subservicing Agreement or such Subcontracting Agreement. Each Subservicing Agreement shall include the provision that such agreement may be immediately terminated by the Insurer, the Indenture Trustee or any successor Master Servicer in the event that the Master Servicer shall, for any reason, no longer be the Master Servicer (including termination due to an Event of Servicing Termination). In no event shall any Subservicing Agreement or any Subcontracting Agreement require the Insurer or the Indenture Trustee as successor Master Servicer to pay compensation to a Subservicer or a Subcontractor or order the termination of such Subservicer or Subcontractor without the payment of any termination fee. Any fee payable or expense incurred in connection with such a termination will be payable by the outgoing Master Servicer. If the Indenture Trustee does not terminate a Subservicing Agreement or a Subcontracting Agreement, the Indenture Trustee, its designee (approved by the Insurer) or a successor Master Servicer under Section 7.02(a) shall be deemed to have assumed all of the Master Servicer’s interest therein and to have replaced the Master Servicer as a party to the Distribution Account. Notwithstanding anything in this each Subservicing Agreement and each Subcontracting Agreement to the contrarysame extent as if the Subservicing Agreements and the Subcontracting Agreements had been assigned to the assuming party, except that the Master Servicer shall not have thereby be relieved of any duty liability or obligation obligations under the Subservicing Agreements or the Subcontracting Agreements with regard to enforce any Credit Risk Management Agreement events that occurred prior to the date the Master Servicer is a party ceased to (be the “Master Servicer Credit Risk Management Agreement”) or to supervisehereunder. The Master Servicer, monitor or oversee at its expense and without right of reimbursement therefor, shall, upon the activities request of the Credit Risk Manager Indenture Trustee, deliver to the assuming party all documents and records relating to each Subservicing Agreement, each Subcontracting Agreement and the Mortgage Loans then being serviced and an accounting of amounts collected and held by it and otherwise use its best efforts to effect the orderly and efficient transfer of the Subservicing Agreements and the Subcontracting Agreements to the assuming party. (e) No costs incurred by the Master Servicer or any Subservicer in respect of Servicing Advances shall, for the purposes of distributions to Noteholders, be added to the amount owing under the Servicer Credit Risk Management Agreement with respect to any action taken or not taken related Mortgage Loan. If reasonably required by the Master Servicer pursuant to and requested in writing by a recommendation of Servicing Officer, the Credit Risk Manager. The Trust and/or the Indenture Trustee shall furnish the Master Servicer and and, if directed by the Master Servicer Servicer, any Subservicer or any Subcontractor with any limited powers of attorney and other documents in form acceptable to the Trustee necessary or appropriate to enable the Servicer Master Servicer, any such Subservicer and any such Subcontractor to carry out its servicing and administrative duties under this Agreement. Notwithstanding anything to the contrary contained herein, the Master Servicer, in servicing and administering the Mortgage Loans, shall employ or cause to be employed procedures (including collection, foreclosure and REO management procedures) and exercise the same care that it customarily employs and exercises in servicing and administering home equity line of credit mortgage loans for its own account, in accordance with Accepted Servicing Practices and giving due consideration to the Insurer’s, the Noteholders’ and the Trust’s reliance on the Master Servicer. Without limiting the foregoing, the Master Servicer is authorized to service commence loss mitigation procedures with respect to any Mortgage Loan if the Master Servicer, in its judgment and consistent with Accepted Servicing Practices, determines that a default with respect to such Mortgage Loan is imminent. (f) On and after such time as the Indenture Trustee receives the resignation of, or master service notice of the removal of, the Master Servicer from its rights and administer obligations under this Agreement, and with respect to resignation pursuant to Section 6.04 herein, after receipt by the Indenture Trustee and the Insurer of the Opinion of Counsel required pursuant to Section 6.04, the Indenture Trustee, if it so elects, and with the consent of the Insurer, shall assume all of the rights and obligations of the Master Servicer, subject to Section 7.02 herein. The Master Servicer shall, upon request of the Indenture Trustee, but at the expense of the Master Servicer, deliver to the Indenture Trustee, all documents and records relating to the Mortgage Loans and REO Property. The Trustee shall have no responsibility for any action an accounting of the Master Servicer or the Servicer pursuant to any such limited power of attorney amounts collected and shall be indemnified held by the Master Servicer and otherwise use its best efforts to effect the orderly and efficient transfer of servicing rights and obligations to the assuming party. (g) The Master Servicer shall deliver a list of Servicing Officers to the Indenture Trustee and the Insurer on or before the Closing Date and shall revise such list from time to time, as appropriate, and shall deliver all revisions promptly to the Indenture Trustee and the Insurer. (h) Consistent with the terms of this Agreement, the Master Servicer for may execute and deliver, on behalf of itself, the Noteholders, and the Trust, or any costof them, liability any instruments of satisfaction or expense arising from cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the misuse thereof Mortgage Loans and with respect to the Mortgaged Properties. Consistent with the terms of this Agreement, the Master Servicer will consent to the placing of a lien senior to that of the Mortgage on the related Mortgaged Property; provided, (i) the Combined Loan-to-Value Ratio of the related Mortgage Loan immediately following the modification is not greater than the Combined Loan-to-Value Ratio of such Mortgage Loan as of the date such Mortgage Loan was originated; or (ii) in the case of any such action that would result in an increase in the Combined Loan-to-Value Ratio over the Combined Loan-to-Value Ratio as of the date such Mortgage Loan was originated, the aggregate number of Mortgage Loans with respect to which a new senior lien is consented to by the Master Servicer or the Servicer. The Trustee, the Custodian and the Securities Administrator shall provide access to the records and documentation in possession does not exceed 5% of the Trustee, the Custodian or the Securities Administrator regarding the number of Mortgage Loans and REO Property and the servicing thereof to the Certificateholders, the FDIC, and the supervisory agents and examiners as of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the Trustee, the Custodian or the Securities AdministratorCut-Off Date; provided, however, that, unless otherwise required by law, none of the Trustee, the Custodian or the Securities Administrator shall be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee, the Custodian and the Securities Administrator shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee’s, the Custodian’s or the Securities Administrator’s actual costs. The Trustee shall execute and deliver to the Servicer or the Master Servicer upon request any court pleadings, requests for trustee’s sale or other documents necessary or desirable and, in each case, provided to the Trustee by the Servicer or the Master Servicer to (i) the foreclosure or trustee’s sale with respect to a Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note or any other Loan Document; (iii) obtain a deficiency judgment against the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or any other Mortgage Loan Document or otherwise available at law or equity.

The Master Servicer. The Master Servicer shall, or shall supervise------------------- cause any Subservicer to, monitor manage, service, administer and oversee make collections on the obligation of the Servicer to service Home Equity Loans and administer the Mortgage Loans make Servicing Advances in accordance with the terms of the Servicing Agreement Standards, and shall have full power and authority authority, acting alone or through any Subservicer, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable desirable. Any amounts received by any Subservicer in connection respect of a Home Equity Loan shall be deemed to have been received by the Master Servicer whether or not actually received by it and shall be deposited into the Collection Account as required by Section 3.2(b). The Master Servicer's duties shall include, without limitation, collection and posting of all payments, responding to inquiries of Obligors on such Home Equity Loans, investigating delinquencies, sending coupon books to Obligors, reporting tax information to Obligors, accounting for collections and furnishing monthly and annual statements to the Trustee with such master servicing respect to distributions pursuant to Sections 5.1 and administration5.2 and otherwise pursuant to this Agreement. In performing its Notwithstanding the performance of the Master Servicer's obligations hereunderhereunder through a Subservicer, the Master Servicer shall act in a manner consistent with Accepted remain liable and obligated to the Trustee and the Certificateholders for the Master Servicing Practices. FurthermoreServicer's duties and obligations under this Agreement, without any diminution of such duties and obligations and as if the Master Servicer shall oversee itself were performing such duties and consult with the Servicer as necessary from time-to-time to carry out the Master Servicer’s obligations hereunder, shall receive, review and evaluate all reports, information and other data provided to the Master Servicer by the Servicer and shall cause the Servicer to perform and observe the covenants, obligations and conditions to be performed or observed by the Servicer under the Servicing Agreementobligations. The Master Servicer shall independently and separately monitor follow the servicing activities Servicing Standards in performing its duties as Master Servicer. Without limiting the generality of the foregoing, the Master Servicer (i) shall continue, and is hereby authorized and empowered by the Trustee, to execute and deliver, on behalf of itself, the Trust, the Certificateholders and the Trustee or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to each Mortgage Loan, reconcile the results of such monitoring Home Equity Loans and with such information provided in the previous sentence on a monthly basis and coordinate corrective adjustments respect to the Servicer’s Mortgaged Properties securing such Home Equity Loans; and Master Servicer’s records(ii) subject to Section 3.2(a), and based on such reconciled and corrected information, provide such information relating may also consent to the modification of the terms of any Mortgage Loans to Note or the Securities Administrator as terms of a Home Equity Loan if such modification is consistent with the Servicing Standards. The Trustee shall be upon request of a Servicing Officer furnish the Master Servicer with any powers of attorney and other documents necessary or appropriate to enable it the Master Servicer to prepare the statements specified in Section 5.06 carry out its servicing and any other information and statements required to be provided by the Securities Administrator administrative duties hereunder. The Master Servicer shall reconcile not extend a Home Equity Loan if such extension would extend the results of its Mortgage Loan monitoring with the actual remittances termination date of the Trust beyond March, 2030. The Master Servicer may xxx to enforce or collect on any of the Distribution AccountHome Equity Loans or any insurance policy covering a Home Equity Loan, in its own name if possible, or on behalf of the Trust. Notwithstanding anything in this Agreement to the contrary, If the Master Servicer shall not have any duty or obligation commences a legal proceeding to enforce a Home Equity Loan or any Credit Risk Management Agreement such insurance policy, the Trustee shall thereupon be deemed to have automatically assigned the Home Equity Loan or the rights under such insurance policy to the Master Servicer for purposes of collection only. If, however, in any suit or legal proceeding for enforcement, it is held that the Master Servicer may not enforce or collect on a Home Equity Loan or any insurance policy covering a Home Equity Loan on the ground that it is not a real party in interest or a holder entitled to (enforce such Home Equity Loan or such insurance policy, as the “Servicer Credit Risk Management Agreement”) or to supervisecase may be, monitor or oversee then the activities Trustee shall, upon written request of the Credit Risk Manager under the Servicer Credit Risk Management Agreement with respect to any action taken or not taken by the Servicer pursuant to a recommendation of the Credit Risk Manager. The Trustee shall Servicing Officer, furnish the Servicer and the Master Servicer with any limited such powers of attorney and other documents in form acceptable to the Trustee necessary or appropriate to enable the Servicer and the Master Servicer to service enforce such Home Equity Loan or master service and administer insurance policy, as the Mortgage Loans and REO Propertycase may be. The Trustee shall have no responsibility for any action relationship of the Master Servicer or the Servicer pursuant (and of any successor to any such limited power of attorney and shall be indemnified by the Master Servicer or the Servicer for any cost, liability or expense arising from the misuse thereof by the as Master Servicer or the Servicer. The Trustee, the Custodian and the Securities Administrator shall provide access to the records and documentation in possession of the Trustee, the Custodian or the Securities Administrator regarding the Mortgage Loans and REO Property and the servicing thereof to the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the Trustee, the Custodian or the Securities Administrator; provided, however, that, unless otherwise required by law, none of the Trustee, the Custodian or the Securities Administrator shall be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee, the Custodian and the Securities Administrator shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee’s, the Custodian’s or the Securities Administrator’s actual costs. The Trustee shall execute and deliver to the Servicer or the Master Servicer upon request any court pleadings, requests for trustee’s sale or other documents necessary or desirable and, in each case, provided under this Agreement) to the Trustee under this Agreement is intended by the Servicer parties to be that of an independent contractor and not that of a joint venturer, partner or the Master Servicer to (i) the foreclosure or trustee’s sale with respect to a Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note or any other Loan Document; (iii) obtain a deficiency judgment against the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or any other Mortgage Loan Document or otherwise available at law or equityagent.

The Master Servicer. (a) The Master Servicer shall supervise, monitor and oversee the obligation of the Servicer to service and administer the Revolving Credit Loans in a manner generally consistent with the terms of the Program Guide and in a manner consistent with the terms of this Servicing Agreement and which shall be normal and usual in its general mortgage servicing activities and shall have full power and authority, acting alone or through a subservicer, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable, it being understood, however, that the Master Servicer shall at all times remain responsible to the Issuer and the Indenture Trustee, as pledgee of the Revolving Credit Loans, for the performance of its duties and obligations hereunder in accordance with the terms hereof and the Program Guide. Without limiting the generality of the foregoing, the Master Servicer shall continue, and is hereby authorized and empowered by the Issuer and the Indenture Trustee, as pledgee of the Revolving Credit Loans, to execute and deliver, on behalf of itself, the Issuer, the Indenture Trustee or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments with respect to the Revolving Credit Loans and with respect to the Mortgaged Properties. The Issuer, the Indenture Trustee and the Custodian, as applicable, shall furnish the Master Servicer with any powers of attorney and other documents necessary or appropriate to enable the Master Servicer to carry out its servicing and administrative duties hereunder. In addition, the Master Servicer may, at its own discretion and on behalf of the Indenture Trustee, obtain credit information in the form of a Credit Score from a credit repository. On the Closing Date, the Indenture Trustee shall deliver to the Master Servicer a limited power of attorney substantially in the form of Exhibit B hereto. If the Mortgage relating to a Revolving Credit Loan did not have a lien senior to the Revolving Credit Loan on the related Mortgaged Property as of the Cut-off Date, then the Master Servicer, in such capacity, may not consent to the placing of a lien senior to that of the Mortgage on the related Mortgaged Property. If the Mortgage relating to a Revolving Credit Loan had a lien senior to the Revolving Credit Loan on the related Mortgaged Property as of the Cut-off Date, then the Master Servicer, in such capacity, may consent to the refinancing of the prior senior lien, provided that the following requirements are met: (i) the resulting Combined Loan-to-Value Ratio ("Combined Loan-to-Value Ratio") of such Revolving Credit Loan is no higher than that permitted by the Program Guide, provided, however, the Mortgagor's debt-to-income ratio is less than the original debt-to-income ratio as set forth on the Revolving Credit Loan Schedule; or (ii) the resulting Combined Loan-to-Value Ratio of such Revolving Credit Loan is no higher than the Combined Loan-to-Ratio prior to such refinancing; provided, however, if such refinanced mortgage loan is a "rate and term" mortgage loan (meaning, the Mortgagor does not receive any cash from the refinancing), the Combined Loan-to-Value Ratio may increase to the extent of either (a) the reasonable closing costs of such refinancing or (b) any decrease in the value of the related Mortgaged Property, if the Mortgagor is in good standing; (iii) the interest rate, or, in the case of an adjustable rate existing senior lien, the maximum interest rate, for the loan evidencing the refinanced senior lien is no higher than the interest rate or the maximum interest rate, as the case may be, on the loan evidencing the existing senior lien immediately prior to the date of such refinancing; provided, however, (a) if the loan evidencing the existing senior lien prior to the date of refinancing has an adjustable rate and the loan evidencing the refinanced senior lien has a fixed rate, then the current interest rate on the loan evidencing the refinanced senior lien may be up to 2.0% higher than the then current loan rate of the loan evidencing the existing senior lien and (b) if the loan evidencing the existing senior lien prior to the date of refinancing has a fixed rate and the loan evidencing the refinanced senior lien has an adjustable rate, then the maximum interest rate on the loan evidencing the refinanced senior lien shall be less than or equal to (x) the interest rate on the loan evidencing the existing senior lien prior to the date of refinancing plus (y) 2.0%; and (b) the loan evidencing the refinanced senior lien is not subject to negative amortization. The Master Servicer may also, without prior approval of the Rating Agencies or the Credit Enhancer, increase the Credit Limits on Revolving Credit Loans (a "Credit Limit Increase"), provided that (i) a new appraisal is obtained, (ii) the new Combined Loan-to-Value Ratio of any such Revolving Credit Loan after giving effect to such increase is less than or equal to the Combined Loan-to-Value Ratio of the Revolving Credit Loan as of the Cut-off Date, (iii) the Master Servicer receives verbal verification of employment of the related Mortgagor and (iv) the payment history of the related Mortgagor is within the underwriting parameters of the Program Guide. In addition, the Master Servicer may increase the Credit Limits on Revolving Credit Loans without obtaining new appraisals provided that clauses (iii) and (iv) of the preceding sentence are satisfied, the Combined Loan-to-Value Ratio of the Revolving Credit Loan following the Credit Limit Increase will be limited to 100% and at no time shall the aggregate Principal Balance of such Revolving Credit Loans exceed 10% of the current Pool Balance; provided, further, however, that for Revolving Credit Loans with original Combined Loan-to-Value Ratios in excess of 80%, the Combined Loan-to-Value Ratio resulting from such Credit Limit Increase must be less than or equal to the original Combined Loan-to-Value Ratio and at no time shall the aggregate Principal Balance of such Revolving Credit Loans exceed 5% of the current Pool Balance. In connection with servicing the Revolving Credit Loans, the Master Servicer may take reasonable actions to encourage or effect the termination of Loan Agreements that have become dormant. The relationship of the Master Servicer (and of any successor to the Master Servicer as servicer under this Servicing Agreement) to the Issuer under this Servicing Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent. (c) The Master Servicer may enter into Subservicing Agreements with Subservicers for the servicing and administration of certain of the Revolving Credit Loans. References in this Servicing Agreement to actions taken or to be taken by the Master Servicer in servicing the Revolving Credit Loans include actions taken or to be taken by a Subservicer on behalf of the Master Servicer and any amount actually received by such Subservicer in respect of a Revolving Credit Loan shall be deemed to have been received by the Master Servicer whether or not actually received by the Master Servicer. Each Subservicing Agreement will be upon such terms and conditions as are not inconsistent with this Servicing Agreement and as the Master Servicer and the Subservicer have agreed. With the approval of the Master Servicer, a Subservicer may delegate its servicing obligations to third-party servicers, but such Subservicers will remain obligated under the related Subservicing Agreements. The Master Servicer and the Subservicer may enter into amendments to the related Subservicing Agreements; provided, however, that any such amendments shall not cause the Revolving Credit Loans to be serviced in a manner that would be materially inconsistent with the standards set forth in this Servicing Agreement. The Master Servicer shall be entitled to terminate any Subservicing Agreement in accordance with the terms and conditions thereof and without any limitation by virtue of this Servicing Agreement; provided, however, that in the event of termination of any Subservicing Agreement by the Master Servicer or the Subservicer, the Master Servicer shall either act as servicer of the related Revolving Credit Loan or enter into a Subservicing Agreement with a successor Subservicer which will be bound by the terms of the related Subservicing Agreement. The Master Servicer shall be entitled to enter into any agreement with a Subservicer for indemnification of the Master Servicer and nothing contained in this Servicing Agreement shall be deemed to limit or modify such indemnification. In the event that the rights, duties and obligations of the Master Servicer are terminated hereunder, any successor to the Master Servicer in its sole discretion may, to the extent permitted by applicable law, terminate the existing Subservicing Agreement with any Subservicer in accordance with the terms of the Servicing applicable Subservicing Agreement or assume the terminated Master Servicer's rights and shall have full power and authority to do any and all things obligations under such subservicing arrangements which it may deem necessary termination or desirable in connection with assumption will not violate the terms of such master arrangements. As part of its servicing and administration. In performing its obligations activities hereunder, the Master Servicer Servicer, for the benefit of the Securityholders and the Credit Enhancer, shall act in use 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 manner consistent with Accepted Master Servicing Practicesmaterial adverse effect on a Revolving Credit Loan. FurthermoreSuch enforcement, including, without limitation, the Master Servicer legal prosecution of claims, termination of Subservicing Agreements and the pursuit of other appropriate remedies, shall oversee be in such form and consult with the Servicer carried out to such an extent and at such time as necessary from time-to-time to carry out the Master Servicer’s obligations hereunder, shall receivein its good faith business judgment, review and evaluate all reports, information and other data provided to would require were it the Master Servicer by owner of the Servicer and shall cause the Servicer to perform and observe the covenants, obligations and conditions to be performed or observed by the Servicer under the Servicing Agreementrelated Revolving Credit Loans. The Master Servicer shall independently and separately monitor pay the servicing activities of the Servicer with respect to each Mortgage Loan, reconcile the results costs of such monitoring with such information provided in the previous sentence on a monthly basis and coordinate corrective adjustments to the Servicer’s and Master Servicer’s recordsenforcement at its own expense, and based on such reconciled and corrected information, provide such information relating to the Mortgage Loans to the Securities Administrator as shall be necessary to enable it to prepare the statements specified in Section 5.06 and any other information and statements required to be provided by the Securities Administrator hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Servicer to the Distribution Account. Notwithstanding anything in this Agreement to the contrary, the Master Servicer shall not have any duty or obligation to enforce any Credit Risk Management Agreement that the Servicer is a party to (the “Servicer Credit Risk Management Agreement”) or to supervise, monitor or oversee the activities of the Credit Risk Manager under the Servicer Credit Risk Management Agreement with respect to any action taken or not taken by the Servicer pursuant to a recommendation of the Credit Risk Manager. The Trustee shall furnish the Servicer and the Master Servicer with any limited powers of attorney and other documents in form acceptable to the Trustee necessary or appropriate to enable the Servicer and the Master Servicer to service or master service and administer the Mortgage Loans and REO Property. The Trustee shall have no responsibility for any action of the Master Servicer or the Servicer pursuant to any such limited power of attorney and shall be indemnified by the Master Servicer or the Servicer for any cost, liability or expense arising from the misuse thereof by the Master Servicer or the Servicer. The Trustee, the Custodian and the Securities Administrator shall provide access to the records and documentation in possession of the Trustee, the Custodian or the Securities Administrator regarding the Mortgage Loans and REO Property and the servicing thereof to the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded reimbursed therefor only upon reasonable prior written request and during normal business hours at the office of the Trustee, the Custodian or the Securities Administrator; provided, however, that, unless otherwise required by law, none of the Trustee, the Custodian or the Securities Administrator shall be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee, the Custodian and the Securities Administrator shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee’s, the Custodian’s or the Securities Administrator’s actual costs. The Trustee shall execute and deliver to the Servicer or the Master Servicer upon request any court pleadings, requests for trustee’s sale or other documents necessary or desirable and, in each case, provided to the Trustee by the Servicer or the Master Servicer to (i) from a general recovery resulting from such enforcement to the foreclosure extent, if any, that such recovery exceeds all amounts due in respect of the related Revolving Credit Loan or trustee’s sale with respect to a Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note from a specific recovery of costs, expenses or any other Loan Document; (iii) obtain a deficiency judgment attorneys fees against the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or any other Mortgage Loan Document or otherwise available at law or equityparty against whom such enforcement is directed.

The Master Servicer. The Notwithstanding any Subservicing Agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Master Servicer or a Subservicer or reference to actions taken through a Subservicer or otherwise, the Master Servicer shall superviseremain obligated and liable to the Trustee, monitor the Certificateholders for the servicing and oversee the obligation administering of the Servicer to service and administer the Mortgage Loans in accordance with the provisions of Section 3.01 without diminution of such obligation or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer or the Company and to the same extent and under the same terms of the Servicing Agreement and shall have full power and authority to do any and all things which it may deem necessary or desirable in connection with such master servicing and administration. In performing its obligations hereunder, conditions as if the Master Servicer shall act in a manner consistent with Accepted Master Servicing Practices. Furthermore, alone were servicing and administering the Master Servicer shall oversee and consult with the Servicer as necessary from time-to-time to carry out the Master Servicer’s obligations hereunder, shall receive, review and evaluate all reports, information and other data provided to the Master Servicer by the Servicer and shall cause the Servicer to perform and observe the covenants, obligations and conditions to be performed or observed by the Servicer under the Servicing AgreementMortgage Loans. The Master Servicer shall independently and separately monitor the servicing activities be entitled to enter into any agreement with a Subservicer or Seller for indemnification of the Master Servicer with respect and nothing contained in this Agreement shall be deemed to each Mortgage Loan, reconcile the results of limit or modify such monitoring with such information provided in the previous sentence on a monthly basis indemnification. [YOUN7950:~5.NY01B] 16069-00385 02/04/97 7:45pm 51 Section No Contractual Relationship Between Subservicer and coordinate corrective adjustments to the Servicer’s Trustee or Certificateholders. Any Subservicing Agreement that may be entered into and Master Servicer’s records, and based on such reconciled and corrected information, provide such information any other transactions or services relating to the Mortgage Loans to the Securities Administrator involving a Subservicer in its capacity as such and not as an originator shall be necessary to enable it to prepare the statements specified in Section 5.06 and any other information and statements required deemed to be provided by between the Securities Administrator hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Servicer to the Distribution Account. Notwithstanding anything in this Agreement to the contrary, the Master Servicer shall not have any duty or obligation to enforce any Credit Risk Management Agreement that the Servicer is a party to (the “Servicer Credit Risk Management Agreement”) or to supervise, monitor or oversee the activities of the Credit Risk Manager under the Servicer Credit Risk Management Agreement with respect to any action taken or not taken by the Servicer pursuant to a recommendation of the Credit Risk Manager. The Trustee shall furnish the Servicer Subservicer and the Master Servicer with any limited powers of attorney alone and other documents in form acceptable to the Trustee necessary or appropriate to enable the Servicer and the Master Servicer to service or master service and administer the Mortgage Loans and REO Property. The Trustee shall have no responsibility for any action of the Master Servicer or the Servicer pursuant to any such limited power of attorney and shall be indemnified by the Master Servicer or the Servicer for any cost, liability or expense arising from the misuse thereof by the Master Servicer or the Servicer. The Trustee, the Custodian and the Securities Administrator shall provide access to the records and documentation in possession of the Trustee, the Custodian or the Securities Administrator regarding the Mortgage Loans and REO Property and the servicing thereof to the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the Trustee, the Custodian or the Securities Administrator; provided, however, that, unless otherwise required by law, none of the Trustee, the Custodian or the Securities Administrator Certificateholders shall not be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee, the Custodian and the Securities Administrator shall allow representatives of the above entities to photocopy any of the records and documentation deemed parties thereto and shall provide equipment for that purpose at a charge that covers the Trustee’shave no claims, the Custodian’s rights, obligations, duties or the Securities Administrator’s actual costs. The Trustee shall execute and deliver to the Servicer or the Master Servicer upon request any court pleadings, requests for trustee’s sale or other documents necessary or desirable and, in each case, provided to the Trustee by the Servicer or the Master Servicer to (i) the foreclosure or trustee’s sale liabilities with respect to the Subservicer in its capacity as such except as set forth in Section 3.06. The foregoing provision shall not in any way limit a Mortgaged Property; (ii) any legal action brought Subservicer's obligation to obtain judgment against any Mortgagor on the Mortgage Note cure an omission or any other Loan Document; (iii) obtain defect or to repurchase a deficiency judgment against the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or any other Mortgage Loan Document or otherwise available at law or equityas referred to in Section 2.02 hereof.

The Master Servicer. (a) The Master Servicer shall supervise, monitor and oversee the obligation of the Servicer to service and administer the Mortgage Loans in accordance with the terms of the this Agreement and in accordance with Accepted Servicing Agreement Practices, and shall have full power and authority authority, acting alone, to do or cause to be done any and all things in connection with such servicing and administration which it may deem necessary or desirable desirable. (b) The Master Servicer shall exercise its discretion consistent with Accepted Servicing Practices and the terms of this Agreement, with respect to the enforcement of defaulted Mortgage Loans in connection such manner as will maximize the receipt of principal and interest with respect thereto, including but not limited to the sale of such master servicing Mortgage Loan to a third party, the modification of such Mortgage Loan, or foreclosure upon the related property with a Mortgage and administration. In performing its obligations hereunder, disposition thereof. (c) The duties of the Master Servicer shall act in a manner consistent include collecting and posting of all payments, responding to inquiries of Mortgagors or by federal, state or local government authorities with Accepted Master Servicing Practices. Furthermore, the Master Servicer shall oversee and consult with the Servicer as necessary from time-to-time to carry out the Master Servicer’s obligations hereunder, shall receive, review and evaluate all reports, information and other data provided respect to the Master Servicer by Mortgage Loans, investigating delinquencies, reporting tax information to Mortgagors in accordance with its customary practices and accounting for collections and furnishing monthly and annual statements to the Servicer Indenture Trustee with respect to distributions, paying Compensating Interest and shall cause the Servicer to perform making Periodic Advances and observe the covenants, obligations and conditions to be performed or observed by the Servicer under the Servicing AgreementAdvances pursuant hereto. The Master Servicer shall independently follow its customary standards, policies and separately monitor the servicing activities of the Servicer with respect to each Mortgage Loan, reconcile the results of such monitoring with such information provided procedures in the previous sentence on a monthly basis and coordinate corrective adjustments to the Servicer’s and performing its duties as Master Servicer’s records, and based on such reconciled and corrected information, provide such information relating to the Mortgage Loans to the Securities Administrator as shall be necessary to enable it to prepare the statements specified in Section 5.06 and any other information and statements required to be provided by the Securities Administrator hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring cooperate with the actual remittances of the Servicer Indenture Trustee and furnish to the Distribution Account. Notwithstanding anything Indenture Trustee with reasonable promptness information in this Agreement its possession as may be necessary or appropriate to enable the contrary, the Master Servicer shall not have any duty or obligation Indenture Trustee to enforce any Credit Risk Management Agreement that the Servicer is a party to (the “Servicer Credit Risk Management Agreement”) or to supervise, monitor or oversee the activities of the Credit Risk Manager under the Servicer Credit Risk Management Agreement with respect to any action taken or not taken by the Servicer pursuant to a recommendation of the Credit Risk Managerperform its tax reporting duties hereunder. The Indenture Trustee shall furnish the Servicer and Master Servicer, or the Master Backup Servicer with any limited powers of attorney and other documents in form acceptable to as the Indenture Trustee shall deem necessary or appropriate to enable the Servicer and the Master Servicer to service or master service and administer the Mortgage Loans and REO Property. The Trustee shall have no responsibility for any action of the Master Servicer or the Servicer pursuant to any such limited power of attorney and shall be indemnified by the Master Servicer or the Servicer for any cost, liability or expense arising from the misuse thereof by the Master Servicer or the Servicer. The Trustee, the Custodian and the Securities Administrator shall provide access to the records and documentation in possession of the Trustee, the Custodian or the Securities Administrator regarding the Mortgage Loans and REO Property and the servicing thereof to the Certificateholders, the FDIC, and the supervisory agents Backup Servicer to carry out its servicing and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the Trustee, the Custodian or the Securities Administratoradministrative duties hereunder; provided, however, thatthe Master Servicer, unless otherwise required by law, none of the Trustee, the Custodian or the Securities Administrator Backup Servicer shall be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee, the Custodian and the Securities Administrator shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment prepare for that purpose at a charge that covers the Trustee’s, the Custodian’s or the Securities Administrator’s actual costs. The Trustee shall execute and deliver to the Indenture Trustee for its execution any such powers of attorney; provided, further, that the Indenture Trustee shall not be responsible for any misuse of any such power of attorney. (d) [Reserved]. (e) The Master Servicer shall, in accordance with Accepted Servicing Practices, have the right to approve requests of Mortgagors for consent to (i) partial releases of Mortgage Loans and (ii) alterations, removal, demolition or division of Mortgaged Properties subject to Mortgage Loans. No such request shall be approved by the Master Servicer upon request unless: (x) the provisions of the related Mortgage Note have been complied with; (y) the LTV (which may, for this purpose, be determined at the time of any court pleadings, requests for trustee’s sale or other documents necessary or desirable and, such action in each case, provided a manner reasonably acceptable to the Trustee Note Insurer) after any release does not exceed the LTV set forth for such Mortgage Loan in the Mortgage Loan Schedule; and (z) the lien priority, monthly payment, Mortgage Interest Rate or maturity date of the related Mortgage is not affected except in accordance with Section 5.01(f); PROVIDED, HOWEVER, that the foregoing requirements (x), (y) and (z) shall not apply to any such situation described in this paragraph if such situation results from any condemnation or easement activity by a governmental entity. (f) Notwithstanding anything else contained herein, the Master Servicer may not, without the consent of the Note Insurer, agree to a modification or extension of any Mortgage Loan unless both (i) such Mortgage Loan is in default or a default thereon is reasonably foreseeable and (ii) such modification or extension would not result in the Master Servicer agreeing to modifications or extensions on Mortgage Loans with aggregate Cut-Off Date Principal Balances of more than 5.0% of the Maximum Collateral Amount. In addition, the Master Servicer may not agree to more than (i) one modification or extension with respect to any individual Mortgage Loan in a calendar year or (ii) three modifications or extensions of an individual Mortgage Loan during the life of such Mortgage Loan. (g) [Reserved]. (h) Without limiting the generality of the foregoing, but subject to Sections 5.05 and 5.06, the Master Servicer in its own name may be authorized and empowered pursuant to a power of attorney executed and delivered by the Servicer Indenture Trustee to execute and deliver, and may be authorized and empowered by the Indenture Trustee, to execute and deliver, on behalf of itself, the Noteholders and the Indenture Trustee or any of them, (i) any and all instruments of satisfaction or cancellation or of partial or full release or discharge and all other comparable instruments with respect to the Mortgage Loans and with respect to the Mortgaged Properties, (ii) and to institute foreclosure proceedings or obtain a deed in lieu of foreclosure so as to effect ownership of any Mortgaged Property on behalf of the Indenture Trustee, and (iii) to hold title to any Mortgaged Property upon such foreclosure or deed in lieu of foreclosure on behalf of the Indenture Trustee; PROVIDED, HOWEVER, that Section 5.07(a) shall constitute a power of attorney from the Indenture Trustee to the Master Servicer to execute an instrument of satisfaction (or assignment of mortgage without recourse) with respect to any Mortgage Loan paid in full (or with respect to which payment in full has been escrowed). Subject to Sections 5.05 and 5.06, the Indenture Trustee shall furnish the Master Servicer with any powers of attorney and other documents as the Master Servicer shall reasonably request to enable the Master Servicer to carry out their respective servicing and administrative duties hereunder; provided, however, the Master Servicer shall prepare for and deliver to the Indenture Trustee for its execution any such powers of attorney; provided, further, that the Indenture Trustee shall not be responsible for any misuse of any such power of attorney. (i) The Master Servicer shall give prompt notice to the foreclosure Backup Servicer, the Indenture Trustee and the Note Insurer of any action, of which the Master Servicer has actual knowledge, to (i) assert a claim against the Trust or trustee’s sale with respect to a Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor on assert jurisdiction over the Trust. (j) Servicing Advances incurred by the Master Servicer in connection with the servicing of the Mortgage Loans (including any penalties in connection with the payment of any taxes and assessments or other charges) on any Mortgaged Property shall be recoverable by the Master Servicer to the extent described herein. (k) The Master Servicer shall be entitled to rely, and shall be fully protected in relying, upon any promissory note, writing, resolution, notice, consent, certificate, affidavit, letter, e-mail, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document reasonably believed by it to be genuine and correct and to have been signed, sent or made by the proper person or persons and upon advice and statements of legal counsel (including, without limitation, counsel to the Mortgagor(s)), independent accountants and other experts selected by the Master Servicer. (l) The Master Servicer shall have no liability to the Seller, the Sponsor, the Indenture Trustee, the Owner Trustee, the Note Insurer, any Noteholder or any other Loan DocumentPerson for any action taken, or for refraining from the taking of any action, in good faith pursuant to this Agreement, or for errors in judgment; (iii) obtain a deficiency judgment against provided, however, that the Mortgagor; foregoing shall not apply to any breach of representations or (iv) enforce any other rights or remedies provided warranties made by the Mortgage Note Master Servicer herein, or to any specific liability imposed upon the Master Servicer pursuant to this Agreement or any other Mortgage Loan Document liability that would otherwise be imposed upon the Master Servicer by reason of its willful misconduct, bad faith or otherwise available at law negligence in the performance of its duties hereunder or equityby reason of its failure to perform its obligations or duties hereunder.

The Master Servicer. The Master Servicer shall supervise, monitor and oversee the obligation of the Servicer to service and administer the Mortgage Loans in accordance with the terms of the Servicing this Agreement and shall have full power and authority to do any and all things which it may deem necessary or desirable in connection with such master servicing and administration. In performing its obligations hereunder, the Master Servicer shall act in a manner consistent with Accepted Master Servicing Practices. Furthermore, the Master Servicer shall oversee and consult with the Servicer as necessary from time-to-time to carry out the Master Servicer’s obligations hereunder, shall receive, review and evaluate all reports, information and other data provided to the Master Servicer by the Servicer and shall cause the Servicer to perform and observe the covenants, obligations and conditions to be performed or observed by the Servicer under the Servicing this Agreement. The Master Servicer shall independently and separately monitor the Servicer’s servicing activities of the Servicer with respect to each Mortgage Loan, reconcile the results of such monitoring with such information provided in the previous sentence on a monthly basis and coordinate corrective adjustments to the Servicer’s and Master Servicer’s records, and based on such reconciled and corrected information, provide such information relating to the Mortgage Loans to the Securities Administrator as shall be necessary to enable it to prepare the statements specified in Section 5.06 and any other information and statements required to be provided by the Securities Administrator hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Servicer to the Distribution Account. Notwithstanding anything in this Agreement to the contrary, the Master Servicer shall not have any duty or obligation to enforce any Credit Risk Management Agreement that the Servicer is a party to (the “Servicer Credit Risk Management Agreement”) or to supervise, monitor or oversee the activities of the Credit Risk Manager under the Servicer Credit Risk Management Agreement with respect to any action taken or not taken by the Servicer pursuant to a recommendation of the Credit Risk Manager. The Trustee shall furnish the Servicer and the Master Servicer with any limited powers of attorney and other documents in form acceptable as provided to the Trustee it necessary or appropriate to enable the Servicer and the Master Servicer to service or master service and administer the Mortgage Loans and REO Property. The Trustee shall have no responsibility for any action of the Master Servicer or the Servicer pursuant to any such limited power of attorney and shall be indemnified by the Master Servicer or the Servicer for any cost, liability or expense arising from the misuse thereof by the Master Servicer or the Servicer. The Trustee, the Custodian Custodians and the Securities Administrator shall provide access to the records and documentation in possession of the Trustee, the Custodian or the Securities Administrator regarding the Mortgage Loans and REO Property and the servicing thereof to the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the Trustee, the Custodian Custodians or the Securities Administrator; provided, however, that, unless otherwise required by law, none of the Trustee, the Custodian Custodians or the Securities Administrator shall be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee, the Custodian Custodians and the Securities Administrator shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee’s, the Custodian’s Custodians’ or the Securities Administrator’s actual costs. The Trustee shall execute and deliver to the Servicer or the Master Servicer upon request any court pleadings, requests for trustee’s sale or other documents necessary or desirable and, in each case, provided to the Trustee by the Servicer or the Master Servicer to (i) the foreclosure or trustee’s sale with respect to a Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note or any other Loan Document; (iii) obtain a deficiency judgment against the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or any other Mortgage Loan Document or otherwise available at law or equity.

The Master Servicer. The Master Servicer shall, or shall supervisecause ------------------- any Subservicer to, monitor manage, service, administer and oversee make collections on the obligation of the Servicer to service Home Equity Loans and administer the Mortgage Loans make Servicing Advances in accordance with the terms of the Servicing Agreement Standards, and shall have full power and authority authority, acting alone or through any Subservicer, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable desirable. Any amounts received by any Subservicer in connection respect of a Home Equity Loan shall be deemed to have been received by the Master Servicer whether or not actually received by it and shall be deposited into the Collection Account as required by Section 3.2(b). The Master Servicer's duties shall include, without limitation, collection and posting of all payments, responding to inquiries of Obligors on such Home Equity Loans, investigating delinquencies, sending coupon books to Obligors, reporting tax information to Obligors, accounting for collections and furnishing monthly and annual statements to the Trustee with such master servicing respect to distributions pursuant to Sections 5.1 and administration5.2 and otherwise pursuant to this Agreement. In performing its Notwithstanding the performance of the Master Servicer's obligations hereunderhereunder through a Subservicer, the Master Servicer shall act in a manner consistent with Accepted remain liable and obligated to the Trustee and the Certificateholders for the Master Servicing Practices. FurthermoreServicer's duties and obligations under this Agreement, without any diminution of such duties and obligations and as if the Master Servicer shall oversee itself were performing such duties and consult with the Servicer as necessary from time-to-time to carry out the Master Servicer’s obligations hereunder, shall receive, review and evaluate all reports, information and other data provided to the Master Servicer by the Servicer and shall cause the Servicer to perform and observe the covenants, obligations and conditions to be performed or observed by the Servicer under the Servicing Agreementobligations. The Master Servicer shall independently and separately monitor follow the servicing activities Servicing Standards in performing its duties as Master Servicer. Without limiting the generality of the foregoing, the Master Servicer (i) shall continue, and is hereby authorized and empowered by the Trustee, to execute and deliver, on behalf of itself, the Trust, the Certificateholders and the Trustee or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to each Mortgage Loan, reconcile the results of such monitoring Home Equity Loans and with such information provided in the previous sentence on a monthly basis and coordinate corrective adjustments respect to the Servicer’s Mortgaged Properties securing such Home Equity Loans; and Master Servicer’s records(ii) subject to Section 3.2(a), and based on such reconciled and corrected information, provide such information relating may also consent to the modification of the terms of any Mortgage Loans to Note or the Securities Administrator as terms of a Home Equity Loan if such modification is consistent with the Servicing Standards. The Trustee shall be upon request of a Servicing Officer furnish the Master Servicer with any powers of attorney and other documents necessary or appropriate to enable it the Master Servicer to prepare the statements specified in Section 5.06 carry out its servicing and any other information and statements required to be provided by the Securities Administrator administrative duties hereunder. The Master Servicer shall reconcile not extend a Home Equity Loan if such extension would extend the results of its Mortgage Loan monitoring with the actual remittances termination date of the Trust beyond October, 2028. The Master Servicer may sue to enforce or collect on any of the Distribution AccountHome Equity Loans or any insuranxx policy covering a Home Equity Loan, in its own name if possible, or on behalf of the Trust. Notwithstanding anything in this Agreement to the contrary, If the Master Servicer shall not have any duty or obligation commences a legal proceeding to enforce a Home Equity Loan or any Credit Risk Management Agreement such insurance policy, the Trustee shall thereupon be deemed to have automatically assigned the Home Equity Loan or the rights under such insurance policy to the Master Servicer for purposes of collection only. If, however, in any suit or legal proceeding for enforcement, it is held that the Master Servicer may not enforce or collect on a Home Equity Loan or any insurance policy covering a Home Equity Loan on the ground that it is not a real party in interest or a holder entitled to (enforce such Home Equity Loan or such insurance policy, as the “Servicer Credit Risk Management Agreement”) or to supervisecase may be, monitor or oversee then the activities Trustee shall, upon written request of the Credit Risk Manager under the Servicer Credit Risk Management Agreement with respect to any action taken or not taken by the Servicer pursuant to a recommendation of the Credit Risk Manager. The Trustee shall Servicing Officer, furnish the Servicer and the Master Servicer with any limited such powers of attorney and other documents in form acceptable to the Trustee necessary or appropriate to enable the Servicer and the Master Servicer to service enforce such Home Equity Loan or master service and administer insurance policy, as the Mortgage Loans and REO Propertycase may be. The Trustee shall have no responsibility for any action relationship of the Master Servicer or the Servicer pursuant (and of any successor to any such limited power of attorney and shall be indemnified by the Master Servicer or the Servicer for any cost, liability or expense arising from the misuse thereof by the as Master Servicer or the Servicer. The Trustee, the Custodian and the Securities Administrator shall provide access to the records and documentation in possession of the Trustee, the Custodian or the Securities Administrator regarding the Mortgage Loans and REO Property and the servicing thereof to the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the Trustee, the Custodian or the Securities Administrator; provided, however, that, unless otherwise required by law, none of the Trustee, the Custodian or the Securities Administrator shall be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee, the Custodian and the Securities Administrator shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee’s, the Custodian’s or the Securities Administrator’s actual costs. The Trustee shall execute and deliver to the Servicer or the Master Servicer upon request any court pleadings, requests for trustee’s sale or other documents necessary or desirable and, in each case, provided under this Agreement) to the Trustee under this Agreement is intended by the Servicer parties to be that of an independent contractor and not that of a joint venturer, partner or the Master Servicer to (i) the foreclosure or trustee’s sale with respect to a Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note or any other Loan Document; (iii) obtain a deficiency judgment against the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or any other Mortgage Loan Document or otherwise available at law or equityagent.

The Master Servicer. The Master Servicer shall supervise, monitor and oversee the obligation of the Servicer to service and administer the Mortgage Loans in accordance with the terms of the Servicing Agreement this Agreement, and shall have full power and authority to do any and all things which it may deem necessary or desirable in connection with such master servicing and administration. In performing its obligations hereunder, the Master Servicer shall act in a manner consistent with Accepted Master Servicing Practices. Furthermore, the Master Servicer shall oversee and consult with the Servicer as necessary from time-to-time to carry out the Master Servicer’s obligations hereunder, shall receive, review and evaluate all reports, information and other data provided to the Master Servicer by the Servicer and shall cause enforce the Servicer Servicer’s obligation to perform and observe the covenants, obligations and conditions to be performed or observed by the Servicer under the Servicing this Agreement. The Master Servicer shall independently and separately monitor the Servicer’s servicing activities of the Servicer with respect to each Mortgage Loan, reconcile the results of such monitoring with such information provided in the previous sentence on a monthly basis and coordinate corrective adjustments to the Servicer’s and Master Servicer’s records, and based on such reconciled and corrected information, provide such information relating to the Mortgage Loans to the Securities Administrator as shall be necessary to enable it to prepare the statements specified in Section 5.06 and any other information and statements required to be provided by the Securities Administrator hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Servicer to the Distribution Account. Notwithstanding anything in this Agreement to the contrary, the Master Servicer shall not have any duty or obligation to enforce any Credit Risk Management Agreement that the Servicer is a party to (the “Servicer Credit Risk Management Agreement”) or to supervise, monitor or oversee the activities of the Credit Risk Manager under the Servicer Credit Risk Management Agreement with respect to any action taken or not taken by the Servicer pursuant to a recommendation of the Credit Risk Manager. The Trustee shall furnish the Servicer and the Master Servicer with any limited powers of attorney and other documents in form acceptable agreeable to the Trustee necessary or appropriate to enable the Servicer and the Master Servicer to service or master service and administer the Mortgage Loans and REO Property. The Trustee shall have no responsibility for any action of the Master Servicer or the Servicer pursuant to any such limited power of attorney or any other executed document delivered by the Trustee pursuant to this paragraph and shall be indemnified by the Master Servicer or and the Servicer for any cost, liability or expense arising from the misuse thereof by the Master Servicer or the Servicer. The Trustee, the Custodian and the Securities Administrator shall provide access to the records and documentation in possession of the Trustee, the Custodian or the Securities Administrator regarding the Mortgage Loans and REO Property and the servicing thereof to the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the Trustee, the Custodian or the Securities Administrator; provided, however, that, unless otherwise required by law, none of the Trustee, the Custodian or the Securities Administrator shall be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee, the Custodian and the Securities Administrator shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee’s, the Custodian’s or the Securities Administrator’s actual costs. The Trustee shall execute and deliver to the Servicer or the Master Servicer upon request any court pleadings, requests for trustee’s sale or other documents necessary or desirable and, in each case, provided to the Trustee by the Servicer or the Master Servicer to (i) the foreclosure or trustee’s sale with respect to a Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note or any other Loan Document; (iii) obtain a deficiency judgment against the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or any other Mortgage Loan Document or otherwise available at law or equity.

The Master Servicer. The Master Servicer shall supervise, monitor and oversee the obligation of the Servicer to service and administer the Mortgage Loans in accordance with the terms of the Servicing this Agreement and shall have full power and authority to do any and all things which it may deem necessary or desirable in connection with such master servicing and administration. In performing its obligations hereunder, the Master Servicer shall act in a manner consistent with Accepted Master Servicing Practices. Furthermore, the Master Servicer shall oversee and consult with the Servicer as necessary from time-to-time to carry out the Master Servicer’s obligations hereunder, shall receive, review and evaluate all reports, information and other data provided to the Master Servicer by the Servicer and shall cause the Servicer to perform and observe the covenants, obligations and conditions to be performed or observed by the Servicer under the Servicing this Agreement. The Master Servicer shall independently and separately monitor the Servicer’s servicing activities of the Servicer with respect to each Mortgage Loan, reconcile the results of such monitoring with such information provided in the previous sentence on a monthly basis and coordinate corrective adjustments to the Servicer’s and Master Servicer’s records, and based on such reconciled and corrected information, provide such information relating to the Mortgage Loans to the Securities Administrator as shall be necessary to enable it to prepare the statements specified in Section 5.06 and any other information and statements required to be provided by the Securities Administrator hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Servicer to the Distribution Account. Notwithstanding anything in this Agreement to the contrary, the Master Servicer shall not have any duty or obligation to enforce any Credit Risk Management Agreement that the Servicer is a party to (the “Servicer Credit Risk Management Agreement”) or to supervise, monitor or oversee the activities of the Credit Risk Manager under the Servicer Credit Risk Management Agreement with respect to any action taken or not taken by the Servicer pursuant to a recommendation of the Credit Risk Manager. The Trustee shall furnish the Servicer and the Master Servicer with any limited powers of attorney and other documents in form acceptable as provided to the Trustee it necessary or appropriate to enable the Servicer and the Master Servicer to service or master service and administer the Mortgage Loans and REO Property. The Trustee shall have no responsibility for any action of the Master Servicer or the Servicer pursuant to any such limited power of attorney and shall be indemnified by the Master Servicer or the Servicer for any cost, liability or expense arising from the misuse thereof by the Master Servicer or the Servicer. The Trustee, the Custodian and the Securities Administrator shall provide access to the records and documentation in possession of the Trustee, the Custodian or the Securities Administrator regarding the Mortgage Loans and REO Property and the servicing thereof to the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the Trustee, the Custodian or the Securities Administrator; provided, however, that, unless otherwise required by law, none of the Trustee, the Custodian or the Securities Administrator shall be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee, the Custodian and the Securities Administrator shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee’s, the Custodian’s or the Securities Administrator’s actual costs. The Trustee shall execute and deliver to the Servicer or the Master Servicer upon request any court pleadings, requests for trustee’s sale or other documents necessary or desirable and, in each case, provided to the Trustee by the Servicer or the Master Servicer to (i) the foreclosure or trustee’s sale with respect to a Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note or any other Loan Document; (iii) obtain a deficiency judgment against the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or any other Mortgage Loan Document or otherwise available at law or equity.

The Master Servicer. (a) The Master Servicer shall supervise, monitor and oversee the obligation of the Servicer to service and administer the Revolving Credit Loans in a manner generally consistent with the terms of the Program Guide and in a manner consistent with the terms of this Servicing Agreement and which shall be normal and usual in its general mortgage servicing activities, and shall have full power and authority, acting alone or through a subservicer, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable, it being understood, however, that the Master Servicer shall at all times remain responsible to the Issuer, the Indenture Trustee, as pledgee of the Revolving Credit Loans; and for the performance of its duties and obligations hereunder in accordance with the terms hereof and the Program Guide. Without limiting the generality of the foregoing, the Master Servicer shall continue, and is hereby authorized and empowered by the Issuer and the Indenture Trustee, as pledgee of the Revolving Credit Loans, to execute and deliver, on behalf of itself, the Issuer, the Indenture Trustee or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments with respect to the Revolving Credit Loans and with respect to the Mortgaged Properties. The Issuer, the Indenture Trustee and the Custodian, as applicable, shall furnish the Master Servicer with any powers of attorney and other documents necessary or appropriate to enable the Master Servicer to carry out its servicing and administrative duties hereunder. In addition, the Master Servicer may, at its own discretion and on behalf of the Indenture Trustee, obtain credit information in the form of a "credit score" from a credit repository. On the Closing Date, the Indenture Trustee shall deliver to the Master Servicer a limited power of attorney generally in the form of Exhibit B hereto. If the Mortgage relating to a Revolving Credit Loan did not have a lien senior to the Revolving Credit Loan on the related Mortgaged Property as of the Cut-off Date, then the Master Servicer, in such capacity, may not consent to the placing of a lien senior to that of the Mortgage on the related Mortgaged Property. If the Mortgage relating to a Revolving Credit Loan had a lien senior to the Revolving Credit Loan on the related Mortgaged Property as of the Cut-off Date, then the Master Servicer, in such capacity, may consent to the refinancing of the prior senior lien; provided that (i) the resulting Combined Loan-to-Value Ratio of such Revolving Credit Loan is no higher than the greater of the Combined Loan-to-Value Ratio prior to such refinancing and 70% (or 80% for those borrowers with a FICO "credit score" of 710 or greater), (ii) the interest rate for the loan evidencing the refinanced senior lien is no higher than the interest rate on the loan evidencing the existing senior lien immediately prior to the date of such refinancing; provided however if the loan evidencing the existing senior lien prior to the date of refinancing is an adjustable rate and the loan evidencing the refinanced senior lien is a fixed rate lien, then the loan evidencing the refinanced senior lien may be up to 2.0% higher than the then-current mortgage rate of the loan evidencing the existing senior lien and (iii) the loan evidencing the refinanced senior lien is not subject to negative amortization. In connection with servicing the Revolving Credit Loans, the Master Servicer may take reasonable actions to encourage or effect the termination of Loan Agreements that have become dormant. [NY01B:316703.2] 16069-00394 03/27/97 10:57am 6 The relationship of the Master Servicer (and of any successor to the Master Servicer as servicer under this Servicing Agreement) to the Issuer under this Servicing Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent. (b) The Master Servicer may enter into Subservicing Agreements with Subservicers for the servicing and administration of certain of the Revolving Credit Loans. References in this Servicing Agreement to actions taken or to be taken by the Master Servicer in servicing the Revolving Credit Loans include actions taken or to be taken by a Subservicer on behalf of the Master Servicer and any amount actually received by such Subservicer in respect of a Revolving Credit Loan shall be deemed to have been received by the Master Servicer whether or not actually received by the Master Servicer. Each Subservicing Agreement will be upon such terms and conditions as are not inconsistent with this Servicing Agreement and as the Master Servicer and the Subservicer have agreed. With the approval of the Master Servicer, a Subservicer may delegate its servicing obligations to third-party servicers, but such Subservicers will remain obligated under the related Subservicing Agreements. The Master Servicer and the Subservicer may enter into amendments to the related Subservicing Agreements; provided, however, that any such amendments shall not cause the Revolving Credit Loans to be serviced in a manner that would be materially inconsistent with the standards set forth in this Servicing Agreement. The Master Servicer shall be entitled to terminate any Subservicing Agreement in accordance with the terms and conditions thereof and without any limitation by virtue of this Servicing Agreement; provided, however, that in the event of termination of any Subservicing Agreement by the Master Servicer or the Subservicer, the Master Servicer shall either act as servicer of the related Revolving Credit Loan or enter into a Subservicing Agreement with a successor Subservicer which will be bound by the terms of the related Subservicing Agreement. The Master Servicer shall be entitled to enter into any agreement with a Subservicer for indemnification of the Master Servicer and nothing contained in this Servicing Agreement shall be deemed to limit or modify such indemnification. In the event that the rights, duties and obligations of the Master Servicer are terminated hereunder, any successor to the Master Servicer in its sole discretion may, to the extent permitted by applicable law, terminate the existing Subservicing Agreement with any Subservicer in accordance with the terms of the Servicing applicable Subservicing Agreement or assume the terminated Master Servicer's rights and shall have full power and authority to do any and all things obligations under such subservicing arrangements which it may deem necessary termination or desirable in connection with assumption will not violate the terms of such master arrangements. As part of its servicing and administration. In performing its obligations activities hereunder, the Master Servicer Servicer, for the benefit of the Trust and the Securityholders, shall act in use 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 manner consistent with Accepted Master Servicing Practicesmaterial adverse effect on a Revolving Credit Loan. FurthermoreSuch enforcement, including, without limitation, the Master Servicer legal prosecution of claims, termination of Subservicing Agreements and the pursuit of other appropriate remedies, shall oversee be in such form and consult with the Servicer carried out to such an extent and at such time as necessary from time-to-time to carry out the Master Servicer’s obligations hereunder, shall receivein its good faith business judgment, review and evaluate all reports, information and other data provided to would require were it the Master Servicer by owner of the Servicer and shall cause the Servicer to perform and observe the covenants, obligations and conditions to be performed or observed by the Servicer under the Servicing Agreementrelated Revolving Credit Loans. The Master Servicer shall independently and separately monitor pay the servicing activities of the Servicer with respect to each Mortgage Loan, reconcile the results costs of such monitoring with such information provided in the previous sentence on a monthly basis and coordinate corrective adjustments to the Servicer’s and Master Servicer’s recordsenforcement at its own expense, and based on such reconciled and corrected information, provide such information relating to the Mortgage Loans to the Securities Administrator as shall be necessary to enable it to prepare the statements specified in Section 5.06 and any other information and statements required to be provided by the Securities Administrator hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Servicer to the Distribution Account. Notwithstanding anything in this Agreement to the contrary, the Master Servicer shall not have any duty or obligation to enforce any Credit Risk Management Agreement that the Servicer is a party to (the “Servicer Credit Risk Management Agreement”) or to supervise, monitor or oversee the activities of the Credit Risk Manager under the Servicer Credit Risk Management Agreement with respect to any action taken or not taken by the Servicer pursuant to a recommendation of the Credit Risk Manager. The Trustee shall furnish the Servicer and the Master Servicer with any limited powers of attorney and other documents in form acceptable to the Trustee necessary or appropriate to enable the Servicer and the Master Servicer to service or master service and administer the Mortgage Loans and REO Property. The Trustee shall have no responsibility for any action of the Master Servicer or the Servicer pursuant to any such limited power of attorney and shall be indemnified by the Master Servicer or the Servicer for any cost, liability or expense arising from the misuse thereof by the Master Servicer or the Servicer. The Trustee, the Custodian and the Securities Administrator shall provide access to the records and documentation in possession of the Trustee, the Custodian or the Securities Administrator regarding the Mortgage Loans and REO Property and the servicing thereof to the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded reimbursed therefor only upon reasonable prior written request and during normal business hours at the office of the Trustee, the Custodian or the Securities Administrator; provided, however, that, unless otherwise required by law, none of the Trustee, the Custodian or the Securities Administrator shall be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee, the Custodian and the Securities Administrator shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee’s, the Custodian’s or the Securities Administrator’s actual costs. The Trustee shall execute and deliver to the Servicer or the Master Servicer upon request any court pleadings, requests for trustee’s sale or other documents necessary or desirable and, in each case, provided to the Trustee by the Servicer or the Master Servicer to (i) from a general recovery resulting from such enforcement to the foreclosure extent, if any, that such recovery exceeds all amounts due in respect of the related Revolving [NY01B:316703.2] 16069-00394 03/27/97 10:57am 7 Credit Loan or trustee’s sale with respect to a Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note from a specific recovery of costs, expenses or any other Loan Document; (iii) obtain a deficiency judgment attorneys fees against the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or any other Mortgage Loan Document or otherwise available at law or equityparty against whom such enforcement is directed.

The Master Servicer. The Master Servicer shall supervise, monitor and oversee the obligation of the Servicer Servicers to service and administer the their respective Mortgage Loans in accordance with the terms of the applicable Servicing Agreement and shall have full power and authority to do any and all things which it may deem necessary or desirable in connection with such master servicing and administration. In performing its obligations hereunder, the Master Servicer shall act in a manner consistent with Accepted Master Servicing Practices. Furthermore, the Master Servicer shall oversee and consult with the each such Servicer as necessary from time-to-time to carry out the Master Servicer’s 's obligations hereunder, shall receive, receive and review and evaluate all reports, information and other data provided to the Master Servicer by the each such Servicer and shall cause the each such Servicer to perform and observe the covenants, obligations and conditions to be performed or observed by the such Servicer under the applicable Servicing Agreement. The Master Servicer shall independently and separately monitor the each such Servicer's servicing activities of the Servicer with respect to each related Mortgage Loan, reconcile the results of such monitoring with such information provided in the previous sentence on a monthly basis and coordinate corrective adjustments to such Servicers' and the Servicer’s and Master Servicer’s 's records, and based on such reconciled and corrected information, provide such information relating to the Mortgage Loans to the Securities Administrator as shall be necessary to enable it to prepare the statements specified in Section 5.06 5.04(c) and any other information and statements required to be provided by the Securities Administrator hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the each such Servicer to the Distribution Account. Notwithstanding anything in this Agreement its Protected Account pursuant to the contraryapplicable Servicing Agreement. The Master Servicer shall be entitled to conclusively rely on the Mortgage Loan data provided by the related Servicer and shall have no liability for any errors in such Mortgage Loan data. In addition to the foregoing, in connection with a modification of any Mortgage Loan by a Servicer, if the Master Servicer is unable to enforce the obligations of such Servicer with respect to such modification, the Master Servicer shall not have any duty or obligation notify the Depositor of such Servicer's failure to enforce any Credit Risk Management comply with the terms of the related Servicing Agreement. If the related Servicing Agreement requires the approval of the Master Servicer for a modification to a Mortgage Loan, the Master Servicer shall approve such modification if, based upon its receipt of written notification from the related Servicer outlining the terms of such modification and appropriate supporting documentation, the Master Servicer determines that the Servicer modification is a party to (permitted under the “Servicer Credit Risk Management Agreement”) or to supervise, monitor or oversee the activities terms of the Credit Risk Manager under related Servicing Agreement and that any conditions to such modification set forth in the Servicer Credit Risk Management related Servicing Agreement have been satisfied. Furthermore, if the related Servicing Agreement requires the oversight and monitoring of loss mitigation measures with respect to the related Mortgage Loans, the Master Servicer will monitor any loss mitigation procedure or recovery action taken or not taken by the Servicer pursuant related to a recommendation defaulted Mortgage Loan (to the extent it receives notice of such from the Credit Risk Manager. The Trustee shall furnish related Servicer) and confirm that such loss mitigation procedure or recovery action is initiated, conducted and concluded in accordance with any timeframes and any other requirements set forth in the Servicer related Servicing Agreement, and the Master Servicer with shall notify the Depositor in any limited powers of attorney and other documents case in form acceptable to the Trustee necessary or appropriate to enable the Servicer and which the Master Servicer to service or master service and administer the Mortgage Loans and REO Property. The Trustee shall have no responsibility for any action of the Master believes that such Servicer or the Servicer pursuant to any is not complying with such limited power of attorney and shall be indemnified by the Master Servicer or the Servicer for any cost, liability or expense arising from the misuse thereof by the Master Servicer or the Servicer. The Trustee, the Custodian and the Securities Administrator shall provide access to the records and documentation in possession of the Trustee, the Custodian or the Securities Administrator regarding the Mortgage Loans and REO Property and the servicing thereof to the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the Trustee, the Custodian or the Securities Administrator; provided, however, that, unless otherwise required by law, none of the Trustee, the Custodian or the Securities Administrator shall be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee, the Custodian and the Securities Administrator shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee’s, the Custodian’s or the Securities Administrator’s actual costs. The Trustee shall execute and deliver to the Servicer or the Master Servicer upon request any court pleadings, requests for trustee’s sale or timeframes and/or other documents necessary or desirable and, in each case, provided to the Trustee by the Servicer or the Master Servicer to (i) the foreclosure or trustee’s sale with respect to a Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note or any other Loan Document; (iii) obtain a deficiency judgment against the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or any other Mortgage Loan Document or otherwise available at law or equityrequirements.

The Master Servicer. The Master Servicer shall supervise, monitor and oversee the obligation of the Servicer to service and administer the Mortgage Loans in accordance with the terms of the Servicing this Agreement and shall have full power and authority to do any and all things which it may deem necessary or desirable in connection with such master servicing and administration. In performing its obligations hereunder, the Master Servicer shall act in a manner consistent with Accepted Master Servicing Practices. Furthermore, the Master Servicer shall oversee and consult with the Servicer as necessary from time-to-time to carry out the Master Servicer’s obligations hereunder, shall receive, review and evaluate all reports, information and other data provided to the Master Servicer by the Servicer and shall cause the Servicer to perform and observe the covenants, obligations and conditions to be performed or observed by the Servicer under the Servicing this Agreement. The Master Servicer shall independently and separately monitor the Servicer’s servicing activities of the Servicer with respect to each Mortgage Loan, reconcile the results of such monitoring with such information provided in the previous sentence on a monthly basis and coordinate corrective adjustments to the Servicer’s and Master Servicer’s records, and based on such reconciled and corrected information, provide such information relating to the Mortgage Loans to the Securities Administrator as shall be necessary to enable it to prepare the statements specified in Section 5.06 and any other information and statements required to be provided by the Securities Administrator hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Servicer to the Distribution Account. Notwithstanding anything in this Agreement to the contrary, the Master Servicer shall not have any duty or obligation to enforce any Credit Risk Management Agreement that the Servicer is a party to (the “Servicer Credit Risk Management Agreement”) or to supervise, monitor or oversee the activities of the Credit Risk Manager under the Servicer Credit Risk Management Agreement with respect to any action taken or not taken by the Servicer pursuant to a recommendation of the Credit Risk Manager. The Trustee shall furnish the Servicer and the Master Servicer with any limited powers of attorney and other documents in form acceptable agreeable to the Trustee necessary or appropriate to enable the Servicer and the Master Servicer to service or master service and administer the Mortgage Loans and REO Property. The Trustee shall have no responsibility for any action of the Master Servicer or the any Servicer pursuant to any such limited power of attorney or any other executed document delivered by the Trustee pursuant to this paragraph and shall be indemnified by the Master Servicer or and the Servicer for any cost, liability or expense arising from the misuse thereof by the Master Servicer or the Servicer. The Trustee, the Custodian and the Securities Administrator shall provide access to the records and documentation in possession of the Trustee, the Custodian or the Securities Administrator regarding the Mortgage Loans and REO Property and the servicing thereof to the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the Trustee, the Custodian or the Securities Administrator; provided, however, that, unless otherwise required by law, none of the Trustee, the Custodian or the Securities Administrator shall be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee, the Custodian and the Securities Administrator shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee’s, the Custodian’s or the Securities Administrator’s actual costs. The Trustee shall execute and deliver to the Servicer or the Master Servicer upon request any court pleadings, requests for trustee’s sale or other documents necessary or desirable and, in each case, provided to the Trustee by the Servicer or the Master Servicer to (i) the foreclosure or trustee’s sale with respect to a Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note or any other Loan Document; (iii) obtain a deficiency judgment against the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or any other Mortgage Loan Document or otherwise available at law or equity.

The Master Servicer. (a) The Master Servicer shall supervise, monitor and oversee the obligation of the Servicer to service and administer the Mortgage Loans in accordance the same manner as would prudent institutional mortgage lenders servicing comparable mortgage loans for their own account in the jurisdictions where the related Mortgaged Properties are located and in a manner consistent with the terms of the this Servicing Agreement and which shall be normal and usual in its general mortgage servicing activities and shall have full power and authority authority, acting alone or through a subservicer, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable desirable, it being understood, how ever, that the Master Servicer shall at all times remain responsible to the Depositor, the Indenture Trustee, as pledgee of the Mortgage Collateral, and the Securityholders for the performance of its duties and obligations hereunder in connection accordance with such master the terms hereof and the servicing and administrationstandard set forth above. In performing its obligations hereunderWithout limiting the generality of the foregoing, the Master Servicer shall act in a manner consistent continue, and is hereby authorized and empowered by the Depositor and the Indenture Trustee, as pledgee of the Mortgage Collateral, to execute and deliver, on behalf of itself, the Depositor, the Securityholders and the Indenture Trustee or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments with Accepted Master Servicing Practicesrespect to the Mortgage Loans and with respect to the Mortgaged Properties. FurthermoreThe Depositor, the Indenture Trustee and the Custodian, as applicable, shall furnish the Master Servicer shall oversee with any powers of attorney and consult with other documents necessary or appropriate to enable the Master Servicer as necessary from time-to-time to carry out its servicing and administrative duties hereunder. On the Master Servicer’s obligations hereunderClosing Date, the Depositor shall receive, review and evaluate all reports, information and other data provided deliver to the Master Servicer a power of attorney substantially in the form of Exhibit B hereto. If the Mortgage relating to a Mortgage Loan did not have a lien senior on the related Mortgaged Property as of the Cut-Off Date, then the Master Servicer, in such capacity, may not consent to the placing of a lien senior to that of the Mortgage on the related Mortgaged Property. If the Mortgage relating to a Mortgage Loan had a lien senior to the Mortgage Loan on the related Mortgaged Property as of the Cut-Off Date, then the Master Servicer, in such capacity, may consent to the refinancing of such senior lien; PROVIDED that (i) the resulting Combined Loan-to-Value Ratio of such Mortgage Loan is no higher than the Combined Loan-to-Value Ratio prior to such refinancing and (ii) the interest rate for the loan evidencing the refinanced senior lien on the date of such refinancing is no higher than the interest rate on the loan evidencing the existing senior lien immediately prior to the date of such refinancing. The relationship of the Master Servicer (and of any successor to the Master Servicer as servicer under this Servicing Agreement) to the Depositor under this Servicing Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent. (b) The Master Servicer has entered into Initial Subservicing Agreements with the Initial Subservicers for the servicing and administration of the Mortgage Loans and may enter into additional Sub servicing Agreements with Subservicers for the servicing and administration of certain of the Mortgage Loans. References in this Servicing Agreement to actions taken or to be taken by the Master Servicer in servicing the Mortgage Loans include actions taken or to be taken by a Subservicer on behalf of the Master Servicer and any amount received by such Subservicer in respect of a Mortgage Loan shall cause be deemed to have been received by the Master Servicer to perform and observe whether or not actually received by the covenants, obligations Master Servicer. Each Subservicing Agreement will be upon such terms and conditions as are not inconsistent with this Servicing Agreement and as the Master Servicer and the Subservicer have agreed. With the approval of the Master Servicer, a Subservicer may delegate its servicing obligations to be performed or observed by the Servicer third-party servicers, but such Subservicers will remain obligated under the related Subservicing Agreements. The Master Servicer and the Subservicer may enter into amendments to the related Subservicing Agreements; provided, HOWEVER, that any such amendments shall be consistent with and not violate the provisions of this Servicing Agreement. The Master Servicer shall independently be entitled to terminate any Subservicing Agreement in accordance with the terms and separately monitor the servicing activities conditions thereof and without any limitation by virtue of the Servicer with respect to each Mortgage Loanthis Servicing Agreement; PROVIDED, reconcile the results of such monitoring with such information provided HOWEVER, that in the previous sentence on a monthly basis and coordinate corrective adjustments to the Servicer’s and Master Servicer’s records, and based on such reconciled and corrected information, provide such information relating to the Mortgage Loans to the Securities Administrator as shall be necessary to enable it to prepare the statements specified in Section 5.06 and event of termination of any other information and statements required to be provided by the Securities Administrator hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Servicer to the Distribution Account. Notwithstanding anything in this Subservicing Agreement to the contrary, the Master Servicer shall not have any duty or obligation to enforce any Credit Risk Management Agreement that the Servicer is a party to (the “Servicer Credit Risk Management Agreement”) or to supervise, monitor or oversee the activities of the Credit Risk Manager under the Servicer Credit Risk Management Agreement with respect to any action taken or not taken by the Servicer pursuant to a recommendation of the Credit Risk Manager. The Trustee shall furnish the Servicer and the Master Servicer with any limited powers of attorney and other documents in form acceptable to the Trustee necessary or appropriate to enable the Servicer and the Master Servicer to service or master service and administer the Mortgage Loans and REO Property. The Trustee shall have no responsibility for any action of the Master Servicer or the Servicer pursuant to any such limited power of attorney and shall be indemnified by the Master Servicer or the Servicer for any costSubservicer, liability or expense arising from the misuse thereof by the Master Servicer shall either act as servicer of the related Mortgage Loan or enter into a Subservicing Agreement with a successor Subservicer which will be bound by the Servicerterms of the related Subservicing Agreement. The Trustee, the Custodian and the Securities Administrator shall provide access to the records and documentation in possession of the Trustee, the Custodian or the Securities Administrator regarding the Mortgage Loans and REO Property and the servicing thereof to the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the Trustee, the Custodian or the Securities Administrator; provided, however, that, unless otherwise required by law, none of the Trustee, the Custodian or the Securities Administrator Master Servicer shall be required entitled to provide access to such records and documentation if the provision thereof would violate the legal right to privacy enter into any agreement with a Subservicer for indemnification of any Mortgagor. The Trustee, the Custodian and the Securities Administrator shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee’s, the Custodian’s or the Securities Administrator’s actual costs. The Trustee shall execute and deliver to the Servicer or the Master Servicer upon request any court pleadingsand nothing contained in this Servicing Agreement shall be deemed to limit or modify such indemnification. In the event that the rights, requests for trustee’s sale or other documents necessary or desirable and, in each case, provided to the Trustee by the Servicer or duties and obligations of the Master Servicer are terminated hereunder, any successor to the Master Servicer in its sole discretion may, to the extent permitted by applicable law, terminate the existing Subservicing Agreement with any Subservicer in accordance with the terms of the applicable Subservicing Agreement or assume the terminated Master Servicer's rights and obligations under such subservicing arrangements which termination or assumption will not violate the terms of such arrangements. As part of its servicing activities hereunder, the Master Servicer, for the benefit of the Depositor, shall use 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 material and adverse effect on a Mortgage Loan. 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 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 foreclosure extent, if any, that such recovery exceeds all amounts due in respect of the related Mortgage Loan or trustee’s sale with respect to a Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note from a specific recovery of costs, expenses or any other Loan Document; (iii) obtain a deficiency judgment attorneys fees against the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or any other Mortgage Loan Document or otherwise available at law or equityparty against whom such enforcement is directed.

The Master Servicer. The Master Servicer shall supervise, monitor and oversee the obligation obligations of the Servicer Servicers to service and administer the related Mortgage Loans in accordance with the terms of this Agreement and the Servicing Agreement Agreements and shall have full power and authority to do any and all things which it may deem necessary or desirable in connection with such master servicing and administration. In performing its obligations hereunder, the Master Servicer shall act in a manner consistent with Accepted Master Servicing Practices. Furthermore, the Master Servicer shall oversee and consult with the Servicer Servicers as necessary from time-to-time to carry out the Master Servicer’s obligations hereunder, shall receive, review and evaluate all reports, information and other data provided to the Master Servicer by the Servicer Servicers and shall cause the Servicer Servicers to perform and observe the covenants, obligations and conditions to be performed or observed by the Servicer Servicers under this Agreement and the Servicing AgreementAgreements. The Master Servicer shall independently and separately monitor the servicing activities of the each Servicer with respect to each Mortgage Loan, reconcile the results of such monitoring with such information provided in the previous sentence on a monthly basis and coordinate corrective adjustments to the related Servicer’s and Master Servicer’s records, and based on such reconciled and corrected information, provide such information relating to the Mortgage Loans to the Securities Administrator as shall be necessary to enable it to prepare the statements specified in Section 5.06 and any other information and statements required to be provided by the Securities Administrator hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Servicer Servicers to the Distribution Account. Notwithstanding anything in this Agreement to the contrary, the Master Servicer shall not have any duty or obligation to enforce any Credit Risk Management Agreement that the a Servicer is a party to (the “Servicer Credit Risk Management Agreement”) or to supervise, monitor or oversee the activities of the Credit Risk Manager under the Servicer Credit Risk Management Agreement with respect to any action taken or not taken by the Servicer pursuant to a recommendation of the Credit Risk Manager. The Trustee shall furnish the Servicer Servicers and the Master Servicer with any limited powers of attorney and other documents in form acceptable as provided to the Trustee it necessary or appropriate to enable the Servicer Servicers and the Master Servicer to service or master service and administer the Mortgage Loans and REO Property. The Trustee shall have no responsibility for any action of the Master Servicer or the Servicer Servicers pursuant to any such limited power of attorney and shall be indemnified by the Master Servicer or the Servicer Servicers for any cost, liability or expense arising from the misuse thereof by the Master Servicer or the ServicerServicers. The Trustee, the Custodian Custodians and the Securities Administrator shall provide access to the records and documentation in possession of the Trustee, the Custodian or the Securities Administrator regarding the Mortgage Loans and REO Property and the servicing thereof to the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the Trustee, the Custodian Custodians or the Securities Administrator; provided, however, that, unless otherwise required by law, none of the Trustee, the Custodian Custodians or the Securities Administrator shall be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee, the Custodian Custodians and the Securities Administrator shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee’s, the Custodian’s Custodians’ or the Securities Administrator’s actual costs. The Trustee shall execute and deliver to the Servicer Servicers or the Master Servicer upon request any court pleadings, requests for trustee’s sale or other documents necessary or desirable and, in each case, provided to the Trustee by the Servicer Servicers or the Master Servicer to (i) the foreclosure or trustee’s sale with respect to a Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note or any other Loan Document; (iii) obtain a deficiency judgment against the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or any other Mortgage Loan Document or otherwise available at law or equity.

The Master Servicer. (a) The Master Servicer shall supervise, monitor and oversee the obligation of the Servicer to service and administer each Mortgage Loan (except as such obligations may be assigned to the Mortgage Loans Special Servicer pursuant to Article VI hereof) on behalf of the Trust Fund and in the best interests of and for the benefit of the Certificateholders in accordance with the terms of this Agreement, the terms of the respective Mortgage Loans and Accepted Servicing Practices. (b) Subject to Accepted Servicing Practices and the terms of this Agreement and of each Mortgage Loan, the Master Servicer shall have full power and authority to do or cause to be done any and all things which it may deem necessary or desirable in connection with such master servicing and administrationadministration that it may deem, in its best judgment, necessary or desirable, including, without limitation, to execute and deliver, on behalf of the Trust Fund, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to any Mortgage Loan which is not a Specially Serviced Mortgage Loan. In performing its obligations hereunderWithout limiting the generality of the foregoing, the Master Servicer shall act in a manner consistent with Accepted Master Servicing Practices. Furthermoreshall, the Master Servicer shall oversee and consult with the Servicer as necessary from time-to-time to carry out the Master Servicer’s obligations hereunder, shall receive, review is hereby authorized and evaluate all reports, information and other data provided to the Master Servicer by the Servicer and shall cause the Servicer to perform and observe the covenants, obligations and conditions to be performed or observed by the Servicer under the Servicing Agreement. The Master Servicer shall independently and separately monitor the servicing activities of the Servicer empowered with respect to each Mortgage Loan, reconcile to prepare, execute and deliver, on behalf of the results of such monitoring with such information provided in Trust Fund and at the previous sentence on a monthly basis Trust Fund's expense, any and coordinate corrective adjustments to the Servicer’s all financing statements, continuation statements and Master Servicer’s records, and based on such reconciled and corrected information, provide such information relating to the Mortgage Loans to the Securities Administrator as shall be other documents or instruments necessary to enable it to prepare maintain the statements specified in Section 5.06 lien on the related Mortgaged Property and any other information and statements required to be provided by the Securities Administrator hereunderrelated collateral. The Master Servicer shall reconcile the results of its service and administer each Mortgage Loan monitoring in accordance with applicable state and federal law and shall provide to each related Mortgagor any information required to be provided to it thereby. Subject to the foregoing, the Master Servicer shall service and administer each Mortgage Loan in accordance with the actual remittances related Mortgage Loan Documents, and shall enforce all provisions designated in such Mortgage Loan Documents, including but not limited to the establishment and administration of escrow accounts, reserve accounts, impound accounts and operation and maintenance plans. The Master Servicer may from time to time obtain from the Trustee any powers of attorney and other documents necessary or appropriate to enable such Master Servicer to the Distribution Accountcarry out its servicing and administrative duties hereunder. Notwithstanding anything in this Agreement to the contraryforegoing, the Master Servicer shall not have modify, waive or amend any duty term of any Mortgage Loan (or obligation to enforce any Credit Risk Management Agreement that the Servicer is a party to (the “Servicer Credit Risk Management Agreement”) or to supervise, monitor or oversee the activities of the Credit Risk Manager under the Servicer Credit Risk Management Agreement with respect consent to any action taken such modification, waiver or not taken amendment) if such modification, waiver or amendment would affect the related Monthly Payment (other than the portion thereof relating to Escrow Payments), the related Maturity Date, the related Mortgage interest rate or the related amortization schedule. The Master Servicer shall prepare for signature by the Servicer pursuant to a recommendation of the Credit Risk Manager. The Trustee shall furnish the Servicer and the Master Servicer with any limited such powers of attorney and other documents in form acceptable to the Trustee necessary or appropriate to enable the Servicer and the Master Servicer to service or master service and administer the Mortgage Loans and REO Property. The Trustee shall have no responsibility for any action of the Master Servicer or the Servicer pursuant to any such limited power of attorney and shall be indemnified by the Master Servicer or the Servicer for any cost, liability or expense arising from the misuse thereof by the Master Servicer or the Servicer. The Trustee, the Custodian and the Securities Administrator shall provide access to the records and documentation in possession of the Trustee, the Custodian or the Securities Administrator regarding the Mortgage Loans and REO Property and the servicing thereof to the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the Trustee, the Custodian or the Securities Administrator; provided, however, that, unless otherwise required by law, none of the Trustee, the Custodian or the Securities Administrator shall be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee, the Custodian and the Securities Administrator shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee’s, the Custodian’s or the Securities Administrator’s actual costs. The Trustee shall execute and deliver to the Servicer or the Master Servicer upon request any court pleadings, requests for trustee’s sale or other documents necessary or desirable and, in each case, provided appropriate to carry out such duties hereunder. The Trustee shall not be responsible for any action taken or omitted to be taken by any Servicer pursuant to the Trustee application of such powers of attorney unless such action was taken or omitted to be taken at the express written direction of, and in the manner specified by, the Trustee. (c) The Master Servicer assumes, with respect to each Mortgage Loan (except as otherwise set forth in Article VI and this Section 4.01(c)), full responsibility for the timely payment of all customary, reasonable and necessary "out of pocket" costs and expenses (including reasonable attorneys' fees and disbursements) incurred in connection with: (i) any enforcement, administrative or judicial proceedings, or any necessary legal work or advice specifically related to servicing the Mortgage Loans, including but not limited to, bankruptcies, condemnations, drug seizures, foreclosures by subordinate or superior lienholders, legal costs associated with preparing powers of attorney pursuant to Section 4.01(b) above, and other legal actions incidental to the servicing of the Mortgage Loans (provided that such expenses are reasonable); (ii) all ground rents, taxes, assessments, water rates, sewer rates and other charges, as applicable, that are or may become a lien upon a related Mortgaged Property, and all fire, flood and hazard insurance coverage (to the extent required in this Agreement, including renewal payments); and (iii) compliance with the servicing provisions applicable to such Master Servicer set forth herein. With respect to any costs described in clauses (i) and (ii) above and to the extent the related Mortgage Loan Documents do not provide for Escrow Payments or the Master Servicer determines that any such payments have not been made by the related Mortgagor, the Master Servicer shall make a Servicing Advance to effect timely payment of all such expenses (in the case of those set forth in clause (ii) above, before they become delinquent) if the Master Servicer shall have or should have had knowledge based on Accepted Servicing Practices of such nonpayment by the Mortgagor before it becomes delinquent, and, otherwise, the Master Servicer shall effect immediate payment of all such expenses which it has knowledge or should have knowledge based on Accepted Servicing Practices have become delinquent. The Master Servicer shall make such Servicing Advances with respect to Mortgage Loans from its own funds to effect such payments only to the extent not deemed a Nonrecoverable Advance and shall be reimbursed therefor in accordance with Section 4.03(a) and Section 4.06(c) hereof. With respect to any costs described in clause (iii) above, the Master Servicer shall be entitled to reimbursement of such costs as Servicing Advances only to the extent expressly provided in this Agreement. If the Master Servicer determines with respect to any Mortgage Loan that a Servicing Advance, if made, would constitute a Nonrecoverable Advance or that it has made a Nonrecoverable Advance, it shall deliver to the Trustee a Nonrecoverable Advance Certificate. Notwithstanding the foregoing, with respect to legal costs incurred in connection with preparing powers of attorney pursuant to clause (i) above, the foreclosure or trustee’s sale Master Servicer shall only be entitled to reimbursement for preparing a form of a power of attorney for each state and not for legal costs incurred in connection with the preparation of a power of attorney specifically for a Mortgage Loan. (d) Upon the occurrence of a Servicing Transfer Event with respect to a Mortgaged Property; Mortgage Loan, the Master Servicer shall effect the timely and efficient transfer of its servicing responsibilities to the Special Servicer. (iie) any legal action brought Unless the Master Servicer and the Special Servicer with respect to obtain judgment against any a Mortgage Loan are the same Person, not later than two (2) Business Days after a Mortgage Loan ceases to be a Specially Serviced Mortgage Loan, the Master Servicer shall send a letter by first class mail in the form of Exhibit L hereto notifying the related Mortgagor on that servicing has been transferred to the Mortgage Note or any other Loan Document; Master Servicer. (iiif) obtain a deficiency judgment against The Master Servicer shall, have no responsibility for the Mortgagor; or (iv) enforce any other rights or remedies provided performance by the Special Servicer of its duties hereunder, provided that the Master Servicer shall continue certain servicing and reporting functions with respect to Specially Serviced Mortgage Note or any other Mortgage Loan Document or otherwise available at law or equityLoans as set forth in this Agreement.

The Master Servicer. (a) The Master Servicer shall supervise, monitor and oversee the obligation of the Servicer to service and administer the Mortgage Loans in a manner generally consistent with the terms of the Xxxxxx Xxx Guides and in a manner consistent with the terms of this Agreement and that shall be normal and usual in its general mortgage servicing activities and consistent with the manner in which it services all other Mortgage Loans in its servicing portfolio with characteristics similar to those of the Mortgage Loans. The Master Servicer shall have full power and authority, acting alone or through a Subservicer, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable, it being understood, however, that the Master Servicer shall at all times remain responsible to the Issuer and the Indenture Trustee, as pledgee of the Mortgage Loans, for the performance of its duties and obligations hereunder in accordance with the terms hereof and the Xxxxxx Xxx Guides. Without limiting the generality of the foregoing, the Master Servicer shall continue, and is hereby authorized and empowered by the Issuer and the Indenture Trustee, as pledgee of the Mortgage Loans, to execute and deliver, on behalf of itself, the Issuer, the Indenture Trustee or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments with respect to the Mortgage Loans and the Mortgaged Properties. The Issuer, the Indenture Trustee and the Custodian, as applicable, shall furnish the Master Servicer with any powers of attorney and other documents necessary or appropriate to enable the Master Servicer to carry out its servicing and administrative duties hereunder. In addition, the Master Servicer may, at its own discretion and on behalf of the Indenture Trustee, obtain credit information in the form of a “credit score” from a credit repository. On the Closing Date, the Indenture Trustee shall deliver to the Master Servicer a limited power of attorney substantially in the form of Exhibit B hereto. The Master Servicer is further authorized and empowered by the Issuer and the Indenture Trustee, on behalf of the Bondholders and the Indenture Trustee, in its own name or in the name of the Subservicer, when the Master Servicer or the Subservicer, as the case may be, believes it appropriate in its best judgment to register any Mortgage Loan on the MERS® System, or cause the removal from the registration of any Mortgage Loan on the MERS® System, to execute and deliver, on behalf of the Indenture Trustee and the Bondholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Indenture Trustee and its successors and assigns. The Indenture Trustee shall have no ongoing responsibility to check the status of the Mortgage Loans on the MERS® System. Any expenses incurred in connection with the actions described in the preceding sentence shall be borne by the Master Servicer, with no right of reimbursement. If the Mortgage did not have a Lien senior to the related Mortgage Loan on the related Mortgaged Property as of the related Cut-Off Date, then the Master Servicer, in such capacity, may not consent to the placing of a Lien senior to that of the Mortgage on the related Mortgaged Property. If the Mortgage had a Lien senior to the related Mortgage Loan on the related Mortgaged Property as of the related Cut-Off Date, then the Master Servicer, in such capacity, may consent to the refinancing of such prior senior Lien; provided, that (i) the resulting CLTV of such Mortgage Loan is no higher than the greater of the CLTV prior to such refinancing or a 70% CLTV (or an 80% CLTV for those borrowers with a FICO “credit score” of 720 or greater) and (ii) the interest rate for the loan evidencing the refinanced senior Lien is no higher than the interest rate on the loan evidencing the existing senior Lien immediately prior to the date of such refinancing (meaning, in the case of an adjustable rate loan, a substantially similar index and a gross margin no higher than that of the existing senior Lien); provided, however, that if the loan evidencing the existing senior Lien prior to the date of refinancing is an adjustable rate loan and the loan evidencing the refinanced senior Lien is a fixed rate loan, then the interest rate on the loan evidencing the refinanced senior Lien may be up to 2.0% higher than the then-current mortgage rate of the loan evidencing the existing senior Lien and (iii) the loan evidencing the refinanced senior Lien is not subject to negative amortization. In connection with servicing the Mortgage Loans, the Master Servicer may take reasonable actions to encourage or effect the termination of Loan Agreements that have become dormant. The relationship of the Master Servicer (and of any successor to the Master Servicer as master servicer under this Agreement) to the Issuer under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent. (b) The Master Servicer may enter into Subservicing Agreements with Subservicers for the servicing and administration of certain of the Mortgage Loans. The Master Servicer shall provide notice to the Indenture Trustee upon entering into a Subservicing Agreement. References in this Agreement to actions taken or to be taken by the Master Servicer in servicing the Mortgage Loans include actions taken or to be taken by a Subservicer on behalf of the Master Servicer and any amount actually received by such Subservicer in respect of a Mortgage Loan shall be deemed to have been received by the Master Servicer whether or not actually received by the 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 Subservicer have agreed. With the approval of the Master Servicer, a Subservicer may delegate its servicing obligations to third-party servicers, but such Subservicers will remain obligated under the related Subservicing Agreements. The Master Servicer and the Subservicer may enter into amendments to the related Subservicing Agreements; provided, however, that any such amendments shall not cause the Mortgage Loans to be serviced in a manner that would be materially inconsistent with the standards set forth in this Agreement. The Master Servicer shall be entitled to terminate any Subservicing Agreement in accordance with the terms and conditions thereof and without any limitation by virtue of this Agreement; provided, however, that in the event of termination of any Subservicing Agreement by the Master Servicer or the Subservicer, the Master Servicer shall either act as servicer of the related Mortgage Loan or enter into a Subservicing Agreement with a successor Subservicer which will be bound by the terms of the related Subservicing Agreement. The Master Servicer shall be entitled to enter into any agreement with a Subservicer for indemnification of the Master Servicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. In the event that the rights, duties and obligations of the Master Servicer are terminated hereunder, any successor to the Master Servicer in its sole discretion may, to the extent permitted by applicable law, terminate the existing Subservicing Agreement with any Subservicer in accordance with the terms of the Servicing applicable Subservicing Agreement or assume the terminated Master Servicer’s rights and shall have full power and authority to do any and all things obligations under such subservicing arrangements which it may deem necessary termination or desirable in connection with assumption will not violate the terms of such master arrangements. As part of its servicing and administration. In performing its obligations activities hereunder, the Master Servicer shall act in a manner consistent with Accepted Master Servicing Practices. FurthermoreServicer, for the benefit of the Indenture Trustee, the Master Servicer Enhancer and the Securityholders, shall oversee use 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 adverse effect on a Mortgage Loan. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Subservicing Agreements and consult with the Servicer pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as necessary from time-to-time to carry out the Master Servicer’s obligations hereunder, shall receivein its good faith business judgment, review and evaluate all reports, information and other data provided to would require were it the Master Servicer by owner of the Servicer and shall cause the Servicer to perform and observe the covenants, obligations and conditions to be performed or observed by the Servicer under the Servicing Agreementrelated Mortgage Loans. The Master Servicer shall independently pay the costs of such enforcement at its own expense, and separately monitor shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement to the servicing activities extent, if any, that such recovery exceeds all amounts due in respect of the Servicer with respect to each related Mortgage LoanLoan or (ii) from a specific recovery of costs, reconcile expenses or attorneys fees against the results of party against whom such monitoring with such information provided enforcement is directed. (c) All other documents contained in the previous sentence on a monthly basis Mortgage File and coordinate corrective adjustments to the Servicer’s and Master Servicer’s records, and based on such reconciled and corrected information, provide such information any original documents relating to the Mortgage Loans not contained in the Mortgage File or delivered to the Securities Administrator as shall be necessary to enable it to prepare the statements specified in Section 5.06 and any other information and statements required to be provided by the Securities Administrator hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Servicer to the Distribution Account. Notwithstanding anything in this Agreement to the contraryCustodian, the Master Servicer shall not have any duty or obligation to enforce any Credit Risk Management Agreement that the Servicer is a party to (the “Servicer Credit Risk Management Agreement”) or to superviseif any, monitor or oversee the activities of the Credit Risk Manager under the Servicer Credit Risk Management Agreement with respect to any action taken or not taken by the Servicer pursuant to a recommendation of the Credit Risk Manager. The Trustee shall furnish the Servicer and the Master Servicer with any limited powers of attorney and other documents in form acceptable to the Trustee necessary or appropriate to enable the Servicer and the Master Servicer to service or master service and administer the Mortgage Loans and REO Property. The Trustee shall have no responsibility for any action of the Master Servicer or the Servicer pursuant to any such limited power of attorney Indenture Trustee are and shall be indemnified held by the Master Servicer or in trust as agent for the Servicer for any cost, liability or expense arising from the misuse thereof by the Master Servicer or the Servicer. The Trustee, the Custodian and the Securities Administrator shall provide access to the records and documentation in possession Indenture Trustee on behalf of the Trustee, the Custodian or the Securities Administrator regarding the Mortgage Loans and REO Property and the servicing thereof to the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the Trustee, the Custodian or the Securities Administrator; provided, however, that, unless otherwise required by law, none of the Trustee, the Custodian or the Securities Administrator shall be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee, the Custodian and the Securities Administrator shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee’s, the Custodian’s or the Securities Administrator’s actual costs. The Trustee shall execute and deliver to the Servicer or the Master Servicer upon request any court pleadings, requests for trustee’s sale or other documents necessary or desirable and, in each case, provided to the Trustee by the Servicer or the Master Servicer to (i) the foreclosure or trustee’s sale with respect to a Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note or any other Loan Document; (iii) obtain a deficiency judgment against the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or any other Mortgage Loan Document or otherwise available at law or equityBondholders.

The Master Servicer. (a) The Master Servicer shall supervise, monitor and oversee the obligation of the Servicer to service and administer each Mortgage Loan (except as such obligations may be assigned to the Mortgage Loans Special Servicer pursuant to Article VI hereof) on behalf of the Trust Fund and in the best interests of and for the benefit of the Certificateholders in accordance with the terms of this Agreement, the terms of the respective Mortgage Loans and Accepted Servicing Practices. (b) Subject to Accepted Servicing Practices and the terms of this Agreement and of each Mortgage Loan, the Master Servicer shall have full power and authority to do or cause to be done any and all things which it may deem necessary or desirable in connection with such master servicing and administrationadministration that it may deem, in its best judgment, necessary or desirable, including, without limitation, to execute and deliver, on behalf of the Trust Fund, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to any Mortgage Loan which is not a Specially Serviced Mortgage Loan. In performing its obligations hereunderWithout limiting the generality of the foregoing, the Master Servicer shall act in a manner consistent with Accepted Master Servicing Practices. Furthermoreshall, the Master Servicer shall oversee and consult with the Servicer as necessary from time-to-time to carry out the Master Servicer’s obligations hereunder, shall receive, review is hereby authorized and evaluate all reports, information and other data provided to the Master Servicer by the Servicer and shall cause the Servicer to perform and observe the covenants, obligations and conditions to be performed or observed by the Servicer under the Servicing Agreement. The Master Servicer shall independently and separately monitor the servicing activities of the Servicer empowered with respect to each Mortgage Loan, reconcile to prepare, execute and deliver, on behalf of the results of such monitoring with such information provided in Trust Fund and at the previous sentence on a monthly basis Trust Fund's expense, any and coordinate corrective adjustments to the Servicer’s all financing statements, continuation statements and Master Servicer’s records, and based on such reconciled and corrected information, provide such information relating to the Mortgage Loans to the Securities Administrator as shall be other documents or instruments necessary to enable it to prepare maintain the statements specified in Section 5.06 lien on the related Mortgaged Property and any other information and statements required to be provided by the Securities Administrator hereunderrelated collateral. The Master Servicer shall reconcile the results of its service and administer each Mortgage Loan monitoring in accordance with applicable state and federal law and shall provide to each related Mortgagor any information required to be provided to it thereby. Subject to the foregoing, the Master Servicer shall service and administer each Mortgage Loan in accordance with the actual remittances related Mortgage Loan Documents, and shall enforce all provisions designated in such Mortgage Loan Documents, including but not limited to the establishment and administration of escrow accounts, reserve accounts, impound accounts and operation and maintenance plans. The Master Servicer may from time to time obtain from the Trustee any powers of attorney and other documents necessary or appropriate to enable such Master Servicer to the Distribution Accountcarry out its servicing and administrative duties hereunder. Notwithstanding anything in this Agreement to the contraryforegoing, the Master Servicer shall not have modify, waive or amend any duty term of any Mortgage Loan (or obligation to enforce any Credit Risk Management Agreement that the Servicer is a party to (the “Servicer Credit Risk Management Agreement”) or to supervise, monitor or oversee the activities of the Credit Risk Manager under the Servicer Credit Risk Management Agreement with respect consent to any action taken such modification, waiver or not taken amendment) if such modification, waiver or amendment would affect the related Monthly Payment (other than the portion thereof relating to Escrow Payments), the related Maturity Date, the related Mortgage interest rate or the related amortization schedule. The Master Servicer shall prepare for signature by the Servicer pursuant to a recommendation of the Credit Risk Manager. The Trustee shall furnish the Servicer and the Master Servicer with any limited such powers of attorney and other documents in form acceptable to the Trustee necessary or appropriate to enable the Servicer and the Master Servicer to service or master service and administer the Mortgage Loans and REO Property. The Trustee shall have no responsibility for any action of the Master Servicer or the Servicer pursuant to any such limited power of attorney and shall be indemnified by the Master Servicer or the Servicer for any cost, liability or expense arising from the misuse thereof by the Master Servicer or the Servicer. The Trustee, the Custodian and the Securities Administrator shall provide access to the records and documentation in possession of the Trustee, the Custodian or the Securities Administrator regarding the Mortgage Loans and REO Property and the servicing thereof to the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the Trustee, the Custodian or the Securities Administrator; provided, however, that, unless otherwise required by law, none of the Trustee, the Custodian or the Securities Administrator shall be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee, the Custodian and the Securities Administrator shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee’s, the Custodian’s or the Securities Administrator’s actual costs. The Trustee shall execute and deliver to the Servicer or the Master Servicer upon request any court pleadings, requests for trustee’s sale or other documents necessary or desirable and, in each case, provided appropriate to carry out such duties hereunder. The Trustee shall not be responsible for any action taken or omitted to be taken by any Servicer pursuant to the Trustee application of such powers of attorney unless such action was taken or omitted to be taken at the express written direction of, and in the manner specified by, the Trustee. (c) The Master Servicer assumes, with respect to each Mortgage Loan (except as otherwise set forth in Article VI and this Section 4.01(c)), full responsibility for the timely payment of all customary, reasonable and necessary "out of pocket" costs and expenses (including reasonable attorneys' fees and disbursements) incurred in connection with: (i) any enforcement, administrative or judicial proceedings, or any necessary legal work or advice specifically related to servicing the Mortgage Loans, including but not limited to, bankruptcies, condemnations, drug seizures, foreclosures by subordinate or superior lienholders, legal costs associated with preparing powers of attorney pursuant to Section 4.01(b) above, and other legal actions incidental to the servicing of the Mortgage Loans (provided that such expenses are reasonable); (ii) all ground rents, taxes, assessments, water rates, sewer rates and other charges, as applicable, that are or may become a lien upon a related Mortgaged Property, and all fire, flood and hazard insurance coverage (to the extent required in this Agreement, including renewal payments); and (iii) compliance with the servicing provisions applicable to such Master Servicer set forth herein. With respect to any costs described in clauses (i) and (ii) above and to the extent the related Mortgage Loan Documents do not provide for Escrow Payments or the Master Servicer determines that any such payments have not been made by the related Mortgagor, the Master Servicer shall make a Servicing Advance to effect timely payment of all such expenses (in the case of those set forth in clause (ii) above, before they become delinquent) if the Master Servicer shall have or should have had knowledge based on Accepted Servicing Practices of such nonpayment by the Mortgagor before it becomes delinquent, and, otherwise, the Master Servicer shall effect immediate payment of all such expenses which it has knowledge or should have knowledge based on Accepted Servicing Practices have become delinquent. The Master Servicer shall make such Servicing Advances with respect to Mortgage Loans from its own funds to effect such payments only to the extent not deemed a Nonrecoverable Advance and shall be reimbursed therefor in accordance with Section 4.03(a) and Section 4.06(c) hereof. With respect to any costs described in clause (iii) above, the Master Servicer shall be entitled to reimbursement of such costs as Servicing Advances only to the extent expressly provided in this Agreement. If the Master Servicer determines with respect to any Mortgage Loan that a Servicing Advance, if made, would constitute a Nonrecoverable Advance or that it has made a Nonrecoverable Advance, it shall deliver to the Trustee a Nonrecoverable Advance Certificate. Notwithstanding the foregoing, with respect to legal costs incurred in connection with preparing powers of attorney pursuant to clause (i) above, the foreclosure or trustee’s sale Master Servicer shall only be entitled to reimbursement for preparing a form of a power of attorney for each state and not for legal costs incurred in connection with the preparation of a power of attorney specifically for a Mortgage Loan. (d) Upon the occurrence of a Servicing Transfer Event with respect to a Mortgaged Property; Mortgage Loan, the Master Servicer shall effect the timely and efficient transfer of its servicing responsibilities to the Special Servicer. (iie) any legal action brought Unless the Master Servicer and the Special Servicer with respect to obtain judgment against any a Mortgage Loan are the same Person, not later than two (2) Business Days after a Mortgage Loan ceases to be a Specially Serviced Mortgage Loan, the Special Servicer shall send a letter by first class mail in the form of Exhibit L hereto notifying the related Mortgagor on that servicing has been transferred to the Mortgage Note or any other Loan Document; Master Servicer. (iiif) obtain a deficiency judgment against The Master Servicer shall, have no responsibility for the Mortgagor; or (iv) enforce any other rights or remedies provided performance by the Special Servicer of its duties hereunder, provided that the Master Servicer shall continue certain servicing and reporting functions with respect to Specially Serviced Mortgage Note or any other Mortgage Loan Document or otherwise available at law or equityLoans as set forth in this Agreement.

The Master Servicer. The Master Servicer shall supervisemakes the following representations and warranties on which the Trust, monitor the Indenture Trustee and oversee the obligation Trust Collateral Agent rely in accepting the Receivables in trust and in connection with the performance by each of the Trust Collateral Agent and the Back-up Servicer of its obligations hereunder and the Note Insurer relies in issuing the Note Policy. The representations and warranties speak as of the execution and delivery of this Agreement, on the Closing Date, and as of each Subsequent Transfer Date, but shall survive each sale of the Receivables to service the Trust and administer the Mortgage Loans subsequent pledge thereof to the Indenture Trustee pursuant to the Indenture: (i) The Master Servicer is duly organized and validly existing in accordance good standing as a corporation under the laws of the State of Delaware with the terms of the Servicing Agreement and shall have full corporate power and authority to do any own its properties and to conduct its business as such properties shall be currently owned and such business is presently conducted, and had at all things which it may deem necessary or desirable in connection with such master servicing relevant times, and administration. In performing its obligations hereunderhas, the corporate power, authority and legal right to acquire, own, sell and service the Receivables, and is duly qualified and has all necessary licenses in all such jurisdictions as are required by it to conduct its business (including the servicing of the Receivables as required by this Agreement and the performance of its other obligations under this Agreement. (ii) The Master Servicer shall act in a manner consistent with Accepted Master Servicing Practices. Furthermore, has the Master Servicer shall oversee power and consult with the Servicer as necessary from time-to-time authority to execute and deliver this Agreement and to carry out the terms hereof. This Agreement and all other instruments or documents to be delivered hereunder or pursuant hereto, and the transactions contemplated hereby, have been duly authorized by all necessary corporate proceedings of the Master Servicer’s . This Agreement has been duly and validly executed and delivered by the Master Servicer and, assuming due authorization, execution and delivery by each other party hereto, this Agreement is a valid and legally binding agreement of the Master Servicer enforceable in accordance with its terms. (iii) The execution and delivery of this Agreement and performance under this Agreement by the Master Servicer and the compliance by the Master Servicer with all provisions of this Agreement do not conflict with or violate any applicable law, regulation or order of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality and do not conflict with or result in a breach of or (with or without notice or lapse of time) default under any of the terms or provisions of any contract or agreement to which the Master Servicer is subject or by which it or its property is bound, or result in the creation or imposition of a Lien upon any of its properties pursuant to the terms of any such contract or agreement, nor does such execution, delivery or compliance violate the Charter or By-Laws of the Master Servicer. (iv) There are no proceedings or investigations pending or, to the Master Servicer's knowledge, threatened against the Master Servicer before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Master Servicer or its properties (A) asserting the invalidity of this Agreement, the other Basic Documents to which the Master Servicer is a party, the Notes or the Certificate, (B) seeking to prevent the issuance of the Notes or the Certificate or the consummation of any of the transactions contemplated by this Agreement, the Notes or the Certificate, or (C) seeking any determination or ruling that might materially and adversely affect the performance by the Master Servicer of its obligations hereunderunder, shall receiveor the validity or enforceability of, review and evaluate all reportsthis Agreement, information and other data provided the Notes or the Certificate, or (D) relating to the Master Servicer and which might adversely affect the federal or state income, excise, franchise or similar tax attributes of the Securities, or (E) that could have a material adverse effect on the Receivables. (v) No consent, approval, authorization or order of or declaration or filing with any governmental authority is required for the issuance or sale of the Notes or the consummation of the transactions contemplated by this Agreement except such as have been duly made or obtained. (vi) The Master Servicer has filed on a timely basis all tax returns required to be filed by it and paid all taxes to the extent that such taxes have become due. (vii) The Master Servicer hereby represents and warrants that the Master Servicer's principal place of business and chief executive office is, and for the four months preceding the date of this Agreement has been, located at: [__________ address]. (viii) The practices used or to be used by the Servicer and shall cause the Master Servicer, including as Successor Servicer to perform monitor collections with respect to the Receivables and observe repossess and dispose of the covenantsFinanced Vehicles related to the Receivables will be, obligations in all material respects, legal, proper and conditions to be performed or observed by in conformity with the Servicer under the Servicing requirements of all applicable federal and state laws, rules and regulations, and this Agreement. The Master Servicer shall independently and separately monitor the servicing activities of the Servicer with respect to each Mortgage Loan, reconcile the results of such monitoring with such information provided in the previous sentence on a monthly basis and coordinate corrective adjustments to the Servicer’s and Master Servicer’s records, and based on such reconciled and corrected information, provide such information relating to the Mortgage Loans to the Securities Administrator as shall be necessary to enable it to prepare the statements specified in Section 5.06 and any other information and statements required to be provided by the Securities Administrator hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Servicer to the Distribution Account. Notwithstanding anything in this Agreement to the contrary, the Master Servicer shall not have any duty or obligation to enforce any Credit Risk Management Agreement that the Servicer is a party to (the “Servicer Credit Risk Management Agreement”) or to supervise, monitor or oversee the activities of the Credit Risk Manager under the Servicer Credit Risk Management Agreement with respect to any action taken or not taken by the Servicer pursuant to a recommendation of the Credit Risk Manager. The Trustee shall furnish the Servicer and the Master Servicer with any limited powers of attorney and other documents in form acceptable to the Trustee necessary or appropriate to enable the Servicer and the Master Servicer to service or master service and administer the Mortgage Loans and REO Property. The Trustee shall have no responsibility for any action of the Master Servicer or the Servicer pursuant to any such limited power of attorney and shall be indemnified by the Master Servicer or the Servicer for any cost, liability or expense arising from the misuse thereof by the Master Servicer or the Servicer. The Trustee, the Custodian and the Securities Administrator shall provide access to the records and documentation in possession of all state and local licenses (including all debt collection licenses) required for it to perform its services hereunder, including as Successor Servicer, and none of such licenses has been suspended, revoked or terminated. The representations and warranties contained in this Section 7.01(a) shall survive the Trusteeexecution and delivery of this Agreement, the Custodian or transfer of the Securities Administrator regarding Initial Receivables on the Mortgage Loans and REO Property Closing Date, the transfer of the Subsequent Receivables on the related Subsequent Transfer Date and the servicing thereof pledge of the Receivables to the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the Trustee, the Custodian or the Securities Administrator; provided, however, that, unless otherwise required by law, none of the Trustee, the Custodian or the Securities Administrator shall be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee, the Custodian and the Securities Administrator shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee’s, the Custodian’s or the Securities Administrator’s actual costs. The Indenture Trustee shall execute and deliver pursuant to the Servicer or the Master Servicer upon request any court pleadings, requests for trustee’s sale or other documents necessary or desirable and, in each case, provided to the Trustee by the Servicer or the Master Servicer to (i) the foreclosure or trustee’s sale with respect to a Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note or any other Loan Document; (iii) obtain a deficiency judgment against the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or any other Mortgage Loan Document or otherwise available at law or equityIndenture.

The Master Servicer. (a) The Master Servicer shall supervise, monitor and oversee the obligation of the Servicer to service and administer the Mortgage Loans in accordance with the terms of the this Agreement and in accordance with Accepted Servicing Agreement Practices, and shall have full power and authority authority, acting alone, to do or cause to be done any and all things in connection with such servicing and administration which it may deem necessary or desirable desirable. (b) The Master Servicer shall exercise its discretion consistent with Accepted Servicing Practices and the terms of this Agreement, with respect to the enforcement of defaulted Mortgage Loans in connection such manner as will maximize the receipt of principal and interest with respect thereto, including but not limited to the sale of such master servicing Mortgage Loan to a third party, the modification of such Mortgage Loan, or foreclosure upon the related property with a Mortgage and administration. In performing its obligations hereunder, disposition thereof. (c) The duties of the Master Servicer shall act in a manner consistent include collecting and posting of all payments, responding to inquiries of Mortgagors or by federal, state or local government authorities with Accepted Master Servicing Practices. Furthermore, the Master Servicer shall oversee and consult with the Servicer as necessary from time-to-time to carry out the Master Servicer’s obligations hereunder, shall receive, review and evaluate all reports, information and other data provided respect to the Master Servicer by Mortgage Loans, investigating delinquencies, reporting tax information to Mortgagors in accordance with its customary practices and accounting for collections and furnishing monthly and annual statements to the Servicer Indenture Trustee with respect to distributions, paying Compensating Interest and shall cause the Servicer to perform making Periodic Advances and observe the covenants, obligations and conditions to be performed or observed by the Servicer under the Servicing AgreementAdvances pursuant hereto. The Master Servicer shall independently follow its customary standards, policies and separately monitor the servicing activities of the Servicer with respect to each Mortgage Loan, reconcile the results of such monitoring with such information provided procedures in the previous sentence on a monthly basis and coordinate corrective adjustments to the Servicer’s and performing its duties as Master Servicer’s records, and based on such reconciled and corrected information, provide such information relating to the Mortgage Loans to the Securities Administrator as shall be necessary to enable it to prepare the statements specified in Section 5.06 and any other information and statements required to be provided by the Securities Administrator hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring cooperate with the actual remittances of the Servicer Indenture Trustee and furnish to the Distribution Account. Notwithstanding anything Indenture Trustee with reasonable promptness information in this Agreement its possession as may be necessary or appropriate to enable the contrary, the Master Servicer shall not have any duty or obligation Indenture Trustee to enforce any Credit Risk Management Agreement that the Servicer is a party to (the “Servicer Credit Risk Management Agreement”) or to supervise, monitor or oversee the activities of the Credit Risk Manager under the Servicer Credit Risk Management Agreement with respect to any action taken or not taken by the Servicer pursuant to a recommendation of the Credit Risk Managerperform its tax reporting duties hereunder. The Indenture Trustee shall furnish the Servicer and Master Servicer, or the Master Backup Servicer with any limited powers of attorney and other documents in form acceptable to as the Indenture Trustee shall deem necessary or appropriate to enable the Servicer and the Master Servicer to service or master service and administer the Mortgage Loans and REO Property. The Trustee shall have no responsibility for any action of the Master Servicer or the Servicer pursuant to any such limited power of attorney and shall be indemnified by the Master Servicer or the Servicer for any cost, liability or expense arising from the misuse thereof by the Master Servicer or the Servicer. The Trustee, the Custodian and the Securities Administrator shall provide access to the records and documentation in possession of the Trustee, the Custodian or the Securities Administrator regarding the Mortgage Loans and REO Property and the servicing thereof to the Certificateholders, the FDIC, and the supervisory agents Backup Servicer to carry out its servicing and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the Trustee, the Custodian or the Securities Administratoradministrative duties hereunder; provided, however, thatthe Master Servicer, unless otherwise required by law, none of the Trustee, the Custodian or the Securities Administrator Backup Servicer shall be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee, the Custodian and the Securities Administrator shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment prepare for that purpose at a charge that covers the Trustee’s, the Custodian’s or the Securities Administrator’s actual costs. The Trustee shall execute and deliver to the Indenture Trustee for its execution any such powers of attorney; provided, further, that the Indenture Trustee shall not be responsible for any misuse of any such power of attorney. (d) [Reserved]. (e) The Master Servicer shall, in accordance with Accepted Servicing Practices, have the right to approve requests of Mortgagors for consent to (i) partial releases of Mortgage Loans and (ii) alterations, removal, demolition or division of Mortgaged Properties subject to Mortgage Loans. No such request shall be approved by the Master Servicer upon request unless: (x) the provisions of the related Mortgage Note have been complied with; (y) the LTV (which may, for this purpose, be determined at the time of any court pleadings, requests for trustee’s sale or other documents necessary or desirable and, such action in each case, provided a manner reasonably acceptable to the Trustee Note Insurer) after any release does not exceed the LTV set forth for such Mortgage Loan in the Mortgage Loan Schedule; and (z) the lien priority, monthly payment, Mortgage Interest Rate or maturity date of the related Mortgage is not affected except in accordance with Section 5.02; PROVIDED, HOWEVER, that the foregoing requirements (x), (y) and (z) shall not apply to any such situation described in this paragraph if such situation results from any condemnation or easement activity by a governmental entity. (f) Notwithstanding anything else contained herein, the Master Servicer may not, without the consent of the Note Insurer, agree to a modification or extension of any Mortgage Loan unless both (i) such Mortgage Loan is in default or a default thereon is reasonably foreseeable and (ii) such modification or extension would not result in the Master Servicer agreeing to modifications or extensions on Mortgage Loans with aggregate Cut-Off Date Principal Balances of more than 5.0% of the Maximum Collateral Amount. In addition, the Master Servicer may not agree to more than (i) one modification or extension with respect to any individual Mortgage Loan in a calendar year or (ii) three modifications or extensions of an individual Mortgage Loan during the life of such Mortgage Loan. (g) [Reserved]. (h) Without limiting the generality of the foregoing, but subject to Sections 5.05 and 5.06, the Master Servicer in its own name may be authorized and empowered pursuant to a power of attorney executed and delivered by the Servicer Indenture Trustee to execute and deliver, and may be authorized and empowered by the Indenture Trustee, to execute and deliver, on behalf of itself, the Noteholders and the Indenture Trustee or any of them, (i) any and all instruments of satisfaction or cancellation or of partial or full release or discharge and all other comparable instruments with respect to the Mortgage Loans and with respect to the Mortgaged Properties, (ii) and to institute foreclosure proceedings or obtain a deed in lieu of foreclosure so as to effect ownership of any Mortgaged Property on behalf of the Indenture Trustee, and (iii) to hold title to any Mortgaged Property upon such foreclosure or deed in lieu of foreclosure on behalf of the Indenture Trustee; PROVIDED, HOWEVER, that Section 5.07(a) shall constitute a power of attorney from the Indenture Trustee to the Master Servicer to execute an instrument of satisfaction (or assignment of mortgage without recourse) with respect to any Mortgage Loan paid in full (or with respect to which payment in full has been escrowed). Subject to Sections 5.05 and 5.06, the Indenture Trustee shall furnish the Master Servicer with any powers of attorney and other documents as the Master Servicer shall reasonably request to enable the Master Servicer to carry out their respective servicing and administrative duties hereunder; provided, however, the Master Servicer shall prepare for and deliver to the Indenture Trustee for its execution any such powers of attorney; provided, further, that the Indenture Trustee shall not be responsible for any misuse of any such power of attorney. (i) The Master Servicer shall give prompt notice to the foreclosure Backup Servicer, the Indenture Trustee and the Note Insurer of any action, of which the Master Servicer has actual knowledge, to (i) assert a claim against the Trust or trustee’s sale with respect to a Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor on assert jurisdiction over the Trust. (j) Servicing Advances incurred by the Master Servicer in connection with the servicing of the Mortgage Loans (including any penalties in connection with the payment of any taxes and assessments or other charges) on any Mortgaged Property shall be recoverable by the Master Servicer to the extent described herein. (k) The Master Servicer shall be entitled to rely, and shall be fully protected in relying, upon any promissory note, writing, resolution, notice, consent, certificate, affidavit, letter, e-mail, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document reasonably believed by it to be genuine and correct and to have been signed, sent or made by the proper person or persons and upon advice and statements of legal counsel (including, without limitation, counsel to the Mortgagor(s)), independent accountants and other experts selected by the Master Servicer. (l) The Master Servicer shall have no liability to the Sponsor, the Indenture Trustee, the Owner Trustee, the Note Insurer, any Noteholder or any other Loan DocumentPerson for any action taken, or for refraining from the taking of any action, in good faith pursuant to this Agreement, or for errors in judgment; (iii) obtain a deficiency judgment against provided, however, that the Mortgagor; foregoing shall not apply to any breach of representations or (iv) enforce any other rights or remedies provided warranties made by the Mortgage Note Master Servicer herein, or to any specific liability imposed upon the Master Servicer pursuant to this Agreement or any other Mortgage Loan Document liability that would otherwise be imposed upon the Master Servicer by reason of its willful misconduct, bad faith or otherwise available at law negligence in the performance of its duties hereunder or equityby reason of its failure to perform its obligations or duties hereunder.

The Master Servicer. The Master Servicer shall supervise, monitor and oversee the obligation of the Servicer to service and administer the Mortgage Loans in accordance with the terms of the Servicing this Agreement and shall have full power and authority to do any and all things which it may deem necessary or desirable in connection with such master servicing and administration. In performing its obligations hereunder, the Master Servicer shall act in a manner consistent with Accepted Master Servicing Practices. Furthermore, the Master Servicer shall oversee and consult with the Servicer as necessary from time-to-time to carry out the Master Servicer’s 's obligations hereunder, shall receive, review and evaluate all reports, information and other data provided to the Master Servicer by the Servicer and shall cause the Servicer to perform and observe the covenants, obligations and conditions to be performed or observed by the Servicer under the Servicing this Agreement. The Master Servicer shall independently and separately monitor the Servicer's servicing activities of the Servicer with respect to each Mortgage Loan, reconcile the results of such monitoring with such information provided in the previous sentence on a monthly basis and coordinate corrective adjustments to the Servicer’s 's and Master Servicer’s 's records, and based on such reconciled and corrected information, provide such information relating to the Mortgage Loans to the Securities Administrator as shall be necessary to enable it to prepare the statements specified in Section 5.06 and any other information and statements required to be provided by the Securities Administrator hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Servicer to the Distribution Account. Notwithstanding anything in this Agreement to the contrary, the Master Servicer shall not have any duty or obligation to enforce any Credit Risk Management Agreement that the Servicer is a party to (the “"Servicer Credit Risk Management Agreement”") or to supervise, monitor or oversee the activities of the Credit Risk Manager under the Servicer Credit Risk Management Agreement with respect to any action taken or not taken by the Servicer pursuant to a recommendation of the Credit Risk Manager. The Trustee shall furnish the Servicer and the Master Servicer with any limited powers of attorney and other documents in form acceptable agreeable to the Trustee necessary or appropriate to enable the Servicer and the Master Servicer to service or master service and administer the Mortgage Loans and REO Property. The Trustee shall have no responsibility for any action of the Master Servicer or the any Servicer pursuant to any such limited power of attorney or any other executed document delivered by the Trustee pursuant to this paragraph and shall be indemnified by the Master Servicer or and the Servicer for any cost, liability or expense arising from the misuse thereof by the Master Servicer or the Servicer. The Trustee, the Custodian and the Securities Administrator shall provide access to the records and documentation in possession of the Trustee, the Custodian or the Securities Administrator regarding the Mortgage Loans and REO Property and the servicing thereof to the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the Trustee, the Custodian or the Securities Administrator; provided, however, that, unless otherwise required by law, none of the Trustee, the Custodian or the Securities Administrator shall be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee, the Custodian and the Securities Administrator shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee’s's, the Custodian’s 's or the Securities Administrator’s 's actual costs. The Trustee shall execute and deliver to the Servicer or the Master Servicer upon request any court pleadings, requests for trustee’s 's sale or other documents necessary or desirable and, in each case, provided to the Trustee by the Servicer or the Master Servicer to (i) the foreclosure or trustee’s 's sale with respect to a Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note or any other Loan Document; (iii) obtain a deficiency judgment against the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or any other Mortgage Loan Document or otherwise available at law or equity.

The Master Servicer. (a) The Master Servicer shall supervise, monitor and oversee the obligation of the Servicer to service and administer the Mortgage Loans in accordance with the terms of the this Agreement and in accordance with Accepted Servicing Agreement Practices, and shall have full power and authority authority, acting alone, to do or cause to be done any and all things in connection with such servicing and administration which it may deem necessary or desirable desirable. (b) The Master Servicer shall exercise its discretion consistent with Accepted Servicing Practices and the terms of this Agreement, with respect to the enforcement of defaulted Mortgage Loans in connection such manner as will maximize the receipt of principal and interest with respect thereto, including but not limited to the sale of such master servicing Mortgage Loan to a third party, the modification of such Mortgage Loan, or foreclosure upon the related property with a Mortgage and administration. In performing its obligations hereunder, disposition thereof. (c) The duties of the Master Servicer shall act in a manner consistent include collecting and posting of all payments, responding to inquiries of Mortgagors or by federal, state or local government authorities with Accepted Master Servicing Practices. Furthermore, the Master Servicer shall oversee and consult with the Servicer as necessary from time-to-time to carry out the Master Servicer’s obligations hereunder, shall receive, review and evaluate all reports, information and other data provided respect to the Master Servicer by Mortgage Loans, investigating delinquencies, reporting tax information to Mortgagors in accordance with its customary practices and accounting for collections and furnishing monthly and annual statements to the Servicer Indenture Trustee with respect to distributions, paying Compensating Interest and shall cause the Servicer to perform making Periodic Advances and observe the covenants, obligations and conditions to be performed or observed by the Servicer under the Servicing AgreementAdvances pursuant hereto. The Master Servicer shall independently follow its customary standards, policies and separately monitor the servicing activities of the Servicer with respect to each Mortgage Loan, reconcile the results of such monitoring with such information provided procedures in the previous sentence on a monthly basis and coordinate corrective adjustments to the Servicer’s and performing its duties as Master Servicer’s records, and based on such reconciled and corrected information, provide such information relating to the Mortgage Loans to the Securities Administrator as shall be necessary to enable it to prepare the statements specified in Section 5.06 and any other information and statements required to be provided by the Securities Administrator hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring cooperate with the actual remittances of the Servicer Indenture Trustee and furnish to the Distribution Account. Notwithstanding anything Indenture Trustee with reasonable promptness information in this Agreement its possession as may be necessary or appropriate to enable the contrary, the Master Servicer shall not have any duty or obligation Indenture Trustee to enforce any Credit Risk Management Agreement that the Servicer is a party to (the “Servicer Credit Risk Management Agreement”) or to supervise, monitor or oversee the activities of the Credit Risk Manager under the Servicer Credit Risk Management Agreement with respect to any action taken or not taken by the Servicer pursuant to a recommendation of the Credit Risk Managerperform its tax reporting duties hereunder. The Indenture Trustee shall furnish the Servicer and Master Servicer, or the Master Backup Servicer with any limited powers of attorney and other documents in form acceptable to as the Indenture Trustee shall deem necessary or appropriate to enable the Servicer and the Master Servicer to service or master service and administer the Mortgage Loans and REO Property. The Trustee shall have no responsibility for any action of the Master Servicer or the Servicer pursuant to any such limited power of attorney and shall be indemnified by the Master Servicer or the Servicer for any cost, liability or expense arising from the misuse thereof by the Master Servicer or the Servicer. The Trustee, the Custodian and the Securities Administrator shall provide access to the records and documentation in possession of the Trustee, the Custodian or the Securities Administrator regarding the Mortgage Loans and REO Property and the servicing thereof to the Certificateholders, the FDIC, and the supervisory agents Backup Servicer to carry out its servicing and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the Trustee, the Custodian or the Securities Administratoradministrative duties hereunder; provided, however, thatthe Master Servicer, unless otherwise required by law, none of the Trustee, the Custodian or the Securities Administrator Backup Servicer shall be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee, the Custodian and the Securities Administrator shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment prepare for that purpose at a charge that covers the Trustee’s, the Custodian’s or the Securities Administrator’s actual costs. The Trustee shall execute and deliver to the Indenture Trustee for its execution any such powers of attorney; provided, further, that the Indenture Trustee shall not be responsible for any misuse of any such power of attorney. (d) [Reserved]. (e) The Master Servicer shall, in accordance with Accepted Servicing Practices, have the right to approve requests of Mortgagors for consent to (i) partial releases of Mortgage Loans and (ii) alterations, removal, demolition or division of Mortgaged Properties subject to Mortgage Loans. No such request shall be approved by the Master Servicer upon request unless: (x) the provisions of the related Mortgage Note have been complied with; (y) the LTV (which may, for this purpose, be determined at the time of any court pleadings, requests for trustee’s sale or other documents necessary or desirable and, such action in each case, provided a manner reasonably acceptable to the Trustee Note Insurer) after any release does not exceed the LTV set forth for such Mortgage Loan in the Mortgage Loan Schedule; and (z) the lien priority, monthly payment, Mortgage Interest Rate or maturity date of the related Mortgage is not affected except in accordance with Section 5.02; provided, however, that the foregoing requirements (x), (y) and (z) shall not apply to any such situation described in this paragraph if such situation results from any condemnation or easement activity by a governmental entity. (f) Notwithstanding anything else contained herein, the Master Servicer may not, without the consent of the Note Insurer, agree to a modification or extension of any Mortgage Loan unless both (i) such Mortgage Loan is in default or a default thereon is reasonably foreseeable and (ii) such modification or extension would not result in the Master Servicer agreeing to modifications or extensions on Mortgage Loans with aggregate Cut-Off Date Principal Balances of more than 5.0% of the Maximum Collateral Amount. In addition, the Master Servicer may not agree to more than (i) one modification or extension with respect to any individual Mortgage Loan in a calendar year or (ii) three modifications or extensions of an individual Mortgage Loan during the life of such Mortgage Loan. (g) [Reserved]. (h) Without limiting the generality of the foregoing, but subject to Sections 5.05 and 5.06, the Master Servicer in its own name may be authorized and empowered pursuant to a power of attorney executed and delivered by the Servicer Indenture Trustee to execute and deliver, and may be authorized and empowered by the Indenture Trustee, to execute and deliver, on behalf of itself, the Noteholders and the Indenture Trustee or any of them, (i) any and all instruments of satisfaction or cancellation or of partial or full release or discharge and all other comparable instruments with respect to the Mortgage Loans and with respect to the Mortgaged Properties, (ii) and to institute foreclosure proceedings or obtain a deed in lieu of foreclosure so as to effect ownership of any Mortgaged Property on behalf of the Indenture Trustee, and (iii) to hold title to any Mortgaged Property upon such foreclosure or deed in lieu of foreclosure on behalf of the Indenture Trustee; provided, however, that Section 5.07(a) shall constitute a power of attorney from the Indenture Trustee to the Master Servicer to execute an instrument of satisfaction (or assignment of mortgage without recourse) with respect to any Mortgage Loan paid in full (or with respect to which payment in full has been escrowed). Subject to Sections 5.05 and 5.06, the Indenture Trustee shall furnish the Master Servicer with any powers of attorney and other documents as the Master Servicer shall reasonably request to enable the Master Servicer to carry out their respective servicing and administrative duties hereunder; provided, however, the Master Servicer shall prepare for and deliver to the Indenture Trustee for its execution any such powers of attorney; provided, further, that the Indenture Trustee shall not be responsible for any misuse of any such power of attorney. (i) The Master Servicer shall give prompt notice to the foreclosure Backup Servicer, the Indenture Trustee and the Note Insurer of any action, of which the Master Servicer has actual knowledge, to (i) assert a claim against the Trust or trustee’s sale with respect to a Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor on assert jurisdiction over the Trust. (j) Servicing Advances incurred by the Master Servicer in connection with the servicing of the Mortgage Loans (including any penalties in connection with the payment of any taxes and assessments or other charges) on any Mortgaged Property shall be recoverable by the Master Servicer to the extent described herein. (k) The Master Servicer shall be entitled to rely, and shall be fully protected in relying, upon any promissory note, writing, resolution, notice, consent, certificate, affidavit, letter, e-mail, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document reasonably believed by it to be genuine and correct and to have been signed, sent or made by the proper person or persons and upon advice and statements of legal counsel (including, without limitation, counsel to the Mortgagor(s)), independent accountants and other experts selected by the Master Servicer. (l) The Master Servicer shall have no liability to the Sponsor, the Indenture Trustee, the Owner Trustee, the Note Insurer, any Noteholder or any other Loan DocumentPerson for any action taken, or for refraining from the taking of any action, in good faith pursuant to this Agreement, or for errors in judgment; (iii) obtain a deficiency judgment against provided, however, that the Mortgagor; foregoing shall not apply to any breach of representations or (iv) enforce any other rights or remedies provided warranties made by the Mortgage Note Master Servicer herein, or to any specific liability imposed upon the Master Servicer pursuant to this Agreement or any other Mortgage Loan Document liability that would otherwise be imposed upon the Master Servicer by reason of its willful misconduct, bad faith or otherwise available at law negligence in the performance of its duties hereunder or equityby reason of its failure to perform its obligations or duties hereunder.