Common use of Administration and Servicing of Mortgage Loans Clause in Contracts

Administration and Servicing of Mortgage Loans. (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 related 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 applicable Servicing Agreement. The Master Servicer shall independently and separately monitor the Servicer's servicing activities 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 the Servicer's and Master Servicer's records, and based on such reconciled and corrected information, the Master Servicer shall provide such information to the Securities Administrator as shall be necessary in order for it to prepare the statements specified in Section 4.03, and prepare any other information and statements required to be forwarded by the Master Servicer hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Servicer to the Custodial Account pursuant to the applicable Servicing Agreement. The Trustee shall furnish the Servicer and the Master Servicer with any powers of attorney and other documents in form as provided to it necessary or appropriate to enable the Servicer and the Master Servicer to service and administer the related Mortgage Loans and REO Property. The Trustee shall provide access to the records and documentation in possession of the Trustee regarding the related Mortgage Loans and REO Property and the servicing thereof to the Certificateholders, the NIMS Insurer, 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; provided, however, that, unless otherwise required by law, the Trustee shall not be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee's actual costs. The Trustee shall execute and deliver to the Servicer and the Master Servicer any court pleadings, requests for trustee's sale or other documents necessary or desirable to (i) the foreclosure or trustee's sale with respect to a Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note or Security Instrument; (iii) obtain a deficiency judgment against the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or Security Instrument or otherwise available at law or equity.

Administration and Servicing of Mortgage Loans. (a) The SECTION 3.01 Master Servicer shall supervise, monitor Servicing and oversee the obligation Servicing of Mortgage Loans. For and on behalf of the Servicer to Certificateholders, as independent contractors of the Trustee, (i) each Servicer, severally and not jointly, shall service and administer the related Non-Designated Mortgage Loans in accordance with the terms of this Agreement and with Accepted Servicing Practices and with all applicable requirements of the Servicing Criteria, (ii) the Master Servicer shall, in accordance with Section 3.03 of this Agreement, master service and administer the Non-Designated Mortgage Loans by overseeing and enforcing the servicing of the Non-Designated Mortgage Loans by the related Servicing Servicer according to the terms of this Agreement and (iii) the Master Servicer shall, in accordance with the Section 3.20 of this Agreement, master service and administer the Designated Mortgage Loans by overseeing and enforcing the servicing of the Designated Mortgage Loans by the related Designated Servicer according to the terms of the related Designated Servicing Agreement. The obligations of each of SPS, UMS and Xxxxx Fargo hereunder to service and administer the Mortgage Loans shall be limited to SPS Serviced Mortgage Loans, Xxxxx Fargo Serviced Mortgage Loans, Xxxxx Fargo Serviced CORE Mortgage Loans and UMS Serviced Mortgage Loans, respectively; and with respect to the duties and obligations of each Servicer, references herein to related “Mortgage Loans” shall be limited to the SPS Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties) in the case of SPS, the Xxxxx Fargo Serviced Mortgage Loans and the Xxxxx Fargo Serviced CORE Mortgage Loans (and the related proceeds thereof and related REO Properties) in the case of Xxxxx Fargo and UMS Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties) in the case of UMS; and in no event shall any Servicer have any responsibility or liability with respect to any of the other Mortgage Loans. The obligations of the Master Servicer to master service and administer the Mortgage Loans shall be limited to the SPS Serviced Mortgage Loans, the Xxxxx Fargo Serviced Mortgage Loans, the Xxxxx Fargo Serviced CORE Mortgage Loans, the UMS Serviced Mortgage Loans and the Designated Mortgage Loans. In connection with such servicing and administration of the Non-Designated Mortgage Loans, the Master Servicer and each Servicer shall have full power and authority authority, acting alone and/or, with respect to any Servicer, through Sub-Servicers as provided in Section 3.02 hereof, to do or cause to be done any and all things which that it may deem necessary or desirable in connection with such master servicing and administration. In performing its obligations hereunder, including but not limited to, the power and authority, subject to the terms hereof (i) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds and other Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that neither the Master Servicer nor any Servicer shall act take any action that is inconsistent with or prejudices the interests of the Trust Fund or the Certificateholders in a manner consistent with Accepted Master Servicing Practices. Furthermoreany Mortgage Loan or the rights and interests of the Depositor, the Master Servicer shall oversee and consult with Trustee, the Servicer as necessary from time-to-time to carry out Trust Administrator or 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 Certificateholders under the applicable Servicing this Agreement. The Master Servicer and each Servicer shall independently represent and separately monitor protect the Servicer's servicing activities with respect to each related interests of the Trust Fund in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan, reconcile the results and shall not make or permit any modification, waiver or amendment of such monitoring with such information provided any Mortgage Loan which would cause any REMIC created hereunder to fail to qualify as a REMIC or result in the previous sentence on a monthly basis and coordinate corrective adjustments to imposition of any tax under Section 860F(a) or Section 860G(d) of the Servicer's and Master Servicer's records, and based on such reconciled and corrected informationCode. Without limiting the generality of the foregoing, the Master Servicer shall provide such information to and each Servicer, in its own name or in the Securities Administrator as shall be necessary in order for it to prepare name of the statements specified in Section 4.03Depositor and the Trustee, is hereby authorized and prepare any other information empowered by the Depositor, the Trustee and statements required to be forwarded by the Trust Administrator, when the Master Servicer hereunderor such Servicer believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Trust Administrator, the Depositor, the Certificateholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to the Mortgage Loans, and with respect to the Mortgaged Properties held for the benefit of the Certificateholders. The Master Servicer and each Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Servicer prepare and deliver to the Custodial Account pursuant to Depositor and/or the applicable Servicing Agreement. The Trustee shall furnish and/or the Servicer Trust Administrator such documents requiring execution and the Master Servicer with any powers delivery by either or both of attorney and other documents in form them as provided to it are necessary or appropriate to enable the Servicer and the Master Servicer or such Servicer to master servicer and administer or service and administer the Mortgage Loans, as applicable, to the extent that the Master Servicer or such Servicer is not permitted to execute and deliver such documents pursuant to the preceding sentence. Upon receipt of such documents, the Depositor and/or the Trustee or the Trust Administrator shall execute such documents and deliver them to the Master Servicer or such Servicer, as applicable. In accordance with the standards of the preceding paragraph and unless determined in good faith to be a Nonrecoverable Advance, each Servicer shall advance or cause to be advanced funds, as necessary for the purpose of effecting the payment of taxes and assessments on the Mortgaged Properties related to Non-Designated Mortgage Loans, which advances constitute Servicing Advances and shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.06, and further as provided in Section 3.08. In no event will any Servicer be required to make any Servicing Advance that would constitute a Nonrecoverable Advance. The costs incurred by a Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties related to Non-Designated Mortgage Loans and REO Property. The Trustee related insurance premiums shall provide access to not, for the records and documentation in possession purpose of the Trustee regarding the related Mortgage Loans and REO Property and the servicing thereof calculating monthly distributions to the Certificateholders, be added to the NIMS Insurer, the FDIC, and the supervisory agents and examiners Stated Principal Balances of the FDICrelated Non-Designated Mortgage Loans, notwithstanding that the terms of such access being afforded only upon reasonable prior written request and during normal business hours at the office of the TrusteeNon-Designated Mortgage Loans so permit; provided, however, that the limitations contained in this sentence will not apply to modifications made pursuant to Section 3.05(b). The parties to this Agreement acknowledge that Servicing Advances shall be reimbursable pursuant to Section 3.08 and agree that no Servicing Advances shall be rejected or disallowed by any party unless such Servicing Advance is not reimbursable under the terms of this Agreement Each Servicer hereby acknowledges that, unless to the extent such Servicer has previously serviced some or all of the Non-Designated Mortgage Loans pursuant to another servicing agreement, the provisions contained in this Agreement shall supersede the provisions contained in such other servicing agreement from and after the Closing Date, except that such other servicing agreement shall survive and govern with respect to excess servicing fees and termination without cause. In addition, the Master Servicer hereby acknowledges that, to the extent the Master Servicer or any Designated Servicer has previously serviced some or all of the Designated Mortgage Loans pursuant to another servicing agreement, the provisions contained in the related Designated Servicing Agreement shall supersede the provisions contained in such other servicing agreement from and after the Closing Date. Notwithstanding anything in this Agreement to the contrary, the purchase of any Xxxxx Fargo Serviced CORE Mortgage Loan by any Person shall be subject to the rights of Xxxxx Fargo to continue servicing such Xxxxx Fargo Serviced CORE Mortgage Loan for the same Servicing Fee substantially in accordance with the terms of this Agreement. The related Servicer will fully furnish, in accordance with the Fair Credit Reporting Act and its implementing regulations or as otherwise required by lawXxxxxx Mae or Xxxxxxx Mac, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company, on a monthly basis. Each Servicer is authorized and empowered, on behalf of the Certificateholders and the Trustee, in its own name or in the name of any Sub-Servicer, when a Servicer or any Sub-Servicer, as the case may be, believes it appropriate in its best judgment to register any related Mortgage Loan on the MERS® System, or cause the removal from the registration of such Mortgage Loan on the MERS® System, to execute and deliver, on behalf of the Trustee shall not be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee shall allow representatives of the above entities to photocopy Certificateholders or any of the records them, any and documentation all instruments of assignment and shall provide equipment for that purpose at a charge that covers the Trustee's actual costs. The Trustee shall execute and deliver to the Servicer and the Master Servicer any court pleadings, requests for trustee's sale or other documents necessary or desirable to (i) the foreclosure or trustee's sale comparable instruments with respect to such assignment or re-recording of a Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor on Mortgage in the Mortgage Note or Security Instrument; (iii) obtain a deficiency judgment against name of MERS, solely as nominee for the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or Security Instrument or otherwise available at law or equityTrustee and its successors and assigns.

Administration and Servicing of Mortgage Loans. (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 related 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 ’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 applicable Servicing Agreement. The Master Servicer shall independently and separately monitor the Servicer's ’s servicing activities 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 the Servicer's ’s and Master Servicer's ’s records, and based on such reconciled and corrected information, the Master Servicer shall provide such information to the Securities Administrator Trustee as shall be necessary in order for it to prepare the statements specified in Section 4.03, and prepare any other information and statements required to be forwarded by the Master Servicer hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Servicer to the Custodial Certificate Account pursuant to the applicable Servicing Agreement. The Trustee shall furnish the Servicer and the Master Servicer with any powers a separate power of attorney in the standard form used by the Trustee in the form of Exhibit R to the extent necessary and other documents in form as provided to it necessary or appropriate to enable the Servicer and the Master Servicer to service and administer the related Mortgage Loans and REO Property. The Trustee shall not be liable for the actions of any Servicer or the Master Servicer under such powers of attorney. The Trustee shall provide access to the records and documentation in possession of the Trustee regarding the related Mortgage Loans and REO Property and the servicing thereof to the Certificateholders, the NIMS Insurer, 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; provided, however, that, unless otherwise required by law, the Trustee shall not be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee's ’s actual costs. The Trustee shall execute and deliver to the Servicer and the Master Servicer any court pleadings, requests for trustee's ’s sale or other documents necessary or desirable 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 Security Instrumentsecurity instrument; (iii) obtain a deficiency judgment against the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or Security Instrument security instrument or otherwise available at law or equity.

Administration and Servicing of Mortgage Loans. (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 related 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 applicable Servicing Agreement. The Master Servicer shall independently and separately monitor the Servicer's servicing activities 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 the Servicer's and Master Servicer's records, and based on such reconciled and corrected information, the Master Servicer shall provide such information to the Securities Administrator as shall be necessary in order for it to prepare the statements specified in Section 4.03, and prepare any other information and statements required to be forwarded by the Master Servicer hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Servicer to the Custodial Account pursuant to the applicable Servicing Agreement. The Trustee shall furnish the Servicer and the Master Servicer with any powers of attorney and other documents in form as provided to it necessary or appropriate to enable the Servicer and the Master Servicer to service and administer the related Mortgage Loans and REO Property. The Trustee shall provide access to the records and documentation in possession of the Trustee regarding the related Mortgage Loans and REO Property and the servicing thereof to the Certificateholders, the NIMS Insurer, 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; provided, however, that, unless otherwise required by law, the Trustee shall not be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee's actual costs. The Trustee shall execute and deliver to the Servicer and the Master Servicer any court pleadings, requests for trustee's sale or other documents necessary or desirable to (i) the foreclosure or trustee's sale with respect to a Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note or Security Instrument; (iii) obtain a deficiency judgment against the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or Security Instrument or otherwise available at law or equity.

Administration and Servicing of Mortgage Loans. (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 related 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 ’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 applicable Servicing Agreement. The Master Servicer shall independently and separately monitor the Servicer's ’s servicing activities 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 the Servicer's ’s and Master Servicer's ’s records, and based on such reconciled and corrected information, the Master Servicer shall provide such information to the Securities Administrator as shall be necessary in order for it to prepare the statements specified in Section 4.03, and prepare any other information and statements required to be forwarded by the Master Servicer hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Servicer to the Custodial Distribution Account pursuant to the applicable Servicing Agreement. The Trustee shall furnish the Servicer and the Master Servicer with any powers a separate power of attorney in the standard form used by the Trustee to the extent necessary and other documents in form as provided to it necessary or appropriate to enable the Servicer and the Master Servicer to service and administer the related Mortgage Loans and REO Property. The Trustee shall not be liable for the actions of any Servicer or the Master Servicer under such powers of attorney. The Trustee shall provide access to the records and documentation in possession of the Trustee regarding the related Mortgage Loans and REO Property and the servicing thereof to the Certificateholders, the NIMS Insurer, 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; provided, however, that, unless otherwise required by law, the Trustee shall not be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee's ’s actual costs. The Trustee shall execute and deliver to the Servicer and the Master Servicer any court pleadings, requests for trustee's ’s sale or other documents necessary or desirable 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 Security Instrumentsecurity instrument; (iii) obtain a deficiency judgment against the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or Security Instrument security instrument or otherwise available at law or equity.

Administration and Servicing of Mortgage Loans. Section 5.01 PHH Mortgage to Act as Servicer; Servicing Standards; Additional Documents; Consent of the Purchaser. (a1) The Master Servicer Servicer, as independent contract servicer, shall supervise, monitor and oversee the obligation of the Servicer to service and administer the Mortgage Loans and REO Property from and after each Funding Date in accordance with the terms and provisions of the related Servicing Mortgage Loans, applicable law and the terms and provisions of this Agreement for and shall on behalf of, and in the best interests of, the Purchaser (without taking into account any relationship the Servicer may have full power with any Mortgagor or other Person, the participation, if any, of the Servicer in any financing provided in connection with the sale of any Mortgaged Property, or the Servicer's obligation to advance any expenses or incur any costs in the performance of its duties hereunder) in accordance with a standard that is not less than the higher of (a) the same care, skill, prudence and authority to do any and all things diligence with which it may deem necessary services similar assets held for its own or desirable its Affiliates' account and (b) the same care, skill, prudence and diligence with which it services similar assets for third party institutional investors, in each case giving due consideration to customary and usual standards of practice of prudent institutional mortgage loan servicers utilized with respect to mortgage loans comparable to the Mortgage Loans. Subject to the foregoing standards, 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, seek to maximize the Master Servicer timely recovery of principal and interest on the Mortgage Notes; provided that nothing contained herein shall oversee and consult with the Servicer be construed 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 an express or implied guarantee by the Servicer and of the collectibility of payments on the Mortgage Loans or shall cause be construed as impairing or adversely affecting any rights or benefits specifically provided by this Agreement to the Servicer to perform and observe the covenantsSeller, obligations and conditions to be performed or observed by the Servicer under the applicable Servicing Agreement. The Master Servicer shall independently and separately monitor the Servicer's servicing activities including with respect to each related Mortgage Loan, reconcile Servicing Fees. In 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, the Master Servicer shall provide such information to the Securities Administrator as shall be necessary in order for it to prepare the statements specified in Section 4.03, and prepare any other information and statements required to be forwarded by the Master Servicer hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Servicer to the Custodial Account pursuant to the applicable Servicing Agreement. The Trustee shall furnish the Servicer and the Master Servicer with any powers of attorney and other documents in form as provided to it necessary or appropriate to enable the Servicer and the Master Servicer to service and administer the related Mortgage Loans and REO Property. The Trustee shall provide access to the records and documentation in possession of the Trustee regarding the related Mortgage Loans and REO Property and the servicing thereof to the Certificateholders, the NIMS Insurer, 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; provided, however, that, unless otherwise required by law, the Trustee shall not be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee shall allow representatives of the above entities to photocopy event that any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee's actual costs. The Trustee shall execute and deliver to the Servicer and the Master Servicer any court pleadings, requests for trustee's sale or other documents necessary or desirable to (i) the foreclosure or trustee's sale with respect to a Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor Mortgage Loans included on the Mortgage Note or Security Instrument; (iii) obtain Loan Schedule for a deficiency judgment against the Mortgagor; or (iv) enforce any other rights or remedies provided by the particular Funding Date are Pledged Asset Mortgage Note or Security Instrument or otherwise available at law or equityLoans, such Pledged Asset Mortgage Loans will be serviced in accordance with Section 5.18 hereof.

Administration and Servicing of Mortgage Loans. (a) The SECTION 3.01 Master Servicer shall supervise, monitor Servicing and oversee the obligation Servicing of Mortgage Loans. For and on behalf of the Servicer to Certificateholders and the Certificate Insurer, as independent contractors of the Trustee, (i) each Servicer, severally and not jointly, shall service and administer the related Non-Designated Mortgage Loans in accordance with the terms of this Agreement and with Accepted Servicing Practices and with all applicable requirements of the Servicing Criteria, (ii) the Master Servicer shall, in accordance with Section 3.03 of this Agreement, master service and administer the Non-Designated Mortgage Loans (other than the WMMSC Serviced Mortgage Loans) by overseeing and enforcing the servicing of the Non-Designated Mortgage Loans by the related Servicing Servicer (other than WMMSC) according to the terms of this Agreement and (iii) the Master Servicer shall, in accordance with the Section 3.20 of this Agreement, master service and administer the Designated Mortgage Loans by overseeing and enforcing the servicing of the Designated Mortgage Loans by the related Designated Servicer according to the terms of the related Designated Servicing Agreement. The obligations of each of SPS, Xxxxx Fargo, UMS and WMMSC hereunder to service and administer the Mortgage Loans shall be limited to SPS Serviced Mortgage Loans, Xxxxx Fargo Serviced Mortgage Loans and Xxxxx Fargo Serviced CORE Mortgage Loans, UMS Serviced Mortgage Loans and WMMSC Serviced Mortgage Loans, respectively; and with respect to the duties and obligations of each Servicer, references herein to related “Mortgage Loans” shall be limited to the SPS Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties) in the case of SPS, the Xxxxx Fargo Serviced Mortgage Loans and the Xxxxx Fargo Serviced CORE Mortgage Loans (and the related proceeds thereof and related REO Properties) in the case of Xxxxx Fargo, UMS Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties) in the case of UMS and the WMMSC Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties) in the case of WMMSC; and in no event shall any Servicer have any responsibility or liability with respect to any of the other Mortgage Loans. The obligations of the Master Servicer to master service and administer the Mortgage Loans shall be limited to the SPS Serviced Mortgage Loans, the Xxxxx Fargo Serviced Mortgage Loans, the UMS Serviced Mortgage Loans and the Designated Mortgage Loans. Notwithstanding anything to the contrary contained in this Agreement, the Master Servicer shall have no obligations to master service or administer the WMMSC Serviced Mortgage Loans. In connection with such servicing and administration of the Non-Designated Mortgage Loans, the Master Servicer and each Servicer shall have full power and authority authority, acting alone and/or, with respect to any Servicer, through Sub-Servicers as provided in Section 3.02 hereof, to do or cause to be done any and all things which that it may deem necessary or desirable in connection with such master servicing and administration. In performing its obligations hereunder, including but not limited to, the power and authority, subject to the terms hereof (i) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds and other Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that neither the Master Servicer nor any Servicer shall act take any action that is inconsistent with or prejudices the interests of the Trust Fund or the Certificateholders in a manner consistent with Accepted Master Servicing Practices. Furthermoreany Mortgage Loan or the rights and interests of the Depositor, the Master Servicer shall oversee and consult with Trustee, the Servicer as necessary from time-to-time to carry out Certificate Insurer, the Master Servicer's obligations hereunder, shall receive, review and evaluate all reports, information and other data provided to Trust Administrator or 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 Certificateholders under the applicable Servicing this Agreement. The Master Servicer and each Servicer shall independently represent and separately monitor protect the Servicer's servicing activities with respect to each related interests of the Trust Fund in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan, reconcile the results and shall not make or permit any modification, waiver or amendment of such monitoring with such information provided any Mortgage Loan which would cause any REMIC created hereunder to fail to qualify as a REMIC or result in the previous sentence on a monthly basis and coordinate corrective adjustments to imposition of any tax under Section 860F(a) or Section 860G(d) of the Servicer's and Master Servicer's records, and based on such reconciled and corrected informationCode. Without limiting the generality of the foregoing, the Master Servicer shall provide such information to and each Servicer, in its own name or in the Securities Administrator as shall be necessary in order for it to prepare name of the statements specified in Section 4.03Depositor and the Trustee, is hereby authorized and prepare any other information empowered by the Depositor, the Trustee and statements required to be forwarded by the Trust Administrator, when the Master Servicer hereunderor such Servicer believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Trust Administrator, the Depositor, the Certificateholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to the Mortgage Loans, and with respect to the Mortgaged Properties held for the benefit of the Certificateholders. The Master Servicer and each Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Servicer prepare and deliver to the Custodial Account pursuant to Depositor and/or the applicable Servicing Agreement. The Trustee shall furnish and/or the Servicer Trust Administrator such documents requiring execution and the Master Servicer with any powers delivery by either or both of attorney and other documents in form them as provided to it are necessary or appropriate to enable the Servicer and the Master Servicer or such Servicer to master servicer and administer or service and administer the Mortgage Loans, as applicable, to the extent that the Master Servicer or such Servicer is not permitted to execute and deliver such documents pursuant to the preceding sentence. Upon receipt of such documents, the Depositor and/or the Trustee or the Trust Administrator shall execute such documents and deliver them to the Master Servicer or such Servicer, as applicable. In accordance with the standards of the preceding paragraph and unless determined in good faith to be a Nonrecoverable Advance, each Servicer shall advance or cause to be advanced funds, as necessary for the purpose of effecting the payment of taxes and assessments on the Mortgaged Properties related to Non-Designated Mortgage Loans, which advances constitute Servicing Advances and shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.06, and further as provided in Section 3.08. In no event will any Servicer be required to make any Servicing Advance that would constitute a Nonrecoverable Advance. The costs incurred by a Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties related to Non-Designated Mortgage Loans and REO Property. The Trustee related insurance premiums shall provide access to not, for the records and documentation in possession purpose of the Trustee regarding the related Mortgage Loans and REO Property and the servicing thereof calculating monthly distributions to the Certificateholders, be added to the NIMS Insurer, the FDIC, and the supervisory agents and examiners Stated Principal Balances of the FDICrelated Non-Designated Mortgage Loans, notwithstanding that the terms of such access being afforded only upon reasonable prior written request and during normal business hours at the office of the TrusteeNon-Designated Mortgage Loans so permit; provided, however, that the limitations contained in this sentence will not apply to modifications made pursuant to Section 3.05(b). The parties to this Agreement acknowledge that Servicing Advances shall be reimbursable pursuant to Section 3.08 and agree that no Servicing Advances shall be rejected or disallowed by any party unless such Servicing Advance is not reimbursable under the terms of this Agreement Each Servicer hereby acknowledges that, unless otherwise required by lawto the extent such Servicer has previously serviced some or all of the Non-Designated Mortgage Loans pursuant to another servicing agreement, the Trustee provisions contained in this Agreement shall not be required supersede the provisions contained in such other servicing agreement from and after the Closing Date, except that such other servicing agreement shall survive and govern with respect to provide access to such records excess servicing fees and documentation if the provision thereof would violate the legal right to privacy of any Mortgagortermination without cause. The Trustee shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee's actual costs. The Trustee shall execute and deliver to the Servicer and In addition, the Master Servicer hereby acknowledges that, to the extent the Master Servicer or any court pleadingsDesignated Servicer has previously serviced some or all of the Designated Mortgage Loans pursuant to another servicing agreement, requests for trustee's sale or the provisions contained in the related Designated Servicing Agreement shall supersede the provisions contained in such other documents necessary or desirable servicing agreement from and after the Closing Date. Notwithstanding anything in this Agreement to the contrary, (i) the foreclosure purchase of any WMMSC Serviced Mortgage Loan by any Person shall be subject to the rights of WMMSC to continue servicing such WMMSC Serviced Mortgage Loan for the same Servicing Fee substantially in accordance with the terms of this Agreement and (ii) the purchase of any Xxxxx Fargo Serviced CORE Mortgage Loan by any Person shall be subject to the rights of Xxxxx Fargo to continue servicing such Xxxxx Fargo Serviced CORE Mortgage Loan for the same Servicing Fee substantially in accordance with the terms of this Agreement. The related Servicer, other than WMMSC, will fully furnish, in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company, on a monthly basis. With respect to each WMMSC Serviced Mortgage Loan, WMMSC will furnish information regarding its borrower credit files to credit reporting agencies in compliance with the provisions of the Fair Credit Reporting Act and its implementing regulations applicable to WMMSC. Each Servicer is authorized and empowered, on behalf of the Certificateholders and the Trustee, in its own name or trustee's sale in the name of any Sub-Servicer, when a Servicer or any Sub-Servicer, as the case may be, believes it appropriate in its best judgment to register any related Mortgage Loan on the MERS® System, or cause the removal from the registration of such Mortgage Loan on the MERS® System, to execute and deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor on Mortgage in the Mortgage Note or Security Instrument; (iii) obtain a deficiency judgment against name of MERS, solely as nominee for the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or Security Instrument or otherwise available at law or equityTrustee and its successors and assigns.

Administration and Servicing of Mortgage Loans. (a) The SECTION 3.01 Master Servicer shall supervise, monitor Servicing and oversee the obligation Servicing of Mortgage Loans. For and on behalf of the Servicer to Certificateholders, as independent contractors of the Trustee, (i) each Servicer, severally and not jointly, shall service and administer the related Non-Designated Mortgage Loans in accordance with the terms of this Agreement and with Accepted Servicing Practices and with all applicable requirements of the Servicing Criteria, (ii) the Master Servicer shall, in accordance with Section 3.03 of this Agreement, master service and administer the Non-Designated Mortgage Loans by overseeing and enforcing the servicing of the Non-Designated Mortgage Loans by the related Servicing Servicer according to the terms of this Agreement and (iii) the Master Servicer shall, in accordance with the Section 3.20 of this Agreement, master service and administer the Designated Mortgage Loans by overseeing and enforcing the servicing of the Designated Mortgage Loans by the related Designated Servicer according to the terms of the related Designated Servicing Agreement. The obligations of each of SPS, Xxxxx Fargo, R&G Mortgage and Banco Popular hereunder to service and administer the Mortgage Loans shall be limited to SPS Serviced Mortgage Loans, Xxxxx Fargo Serviced Mortgage Loans and Xxxxx Fargo Serviced CORE Mortgage Loans, R&G Mortgage Serviced Mortgage Loans and Banco Popular Serviced Mortgage Loans, respectively; and with respect to the duties and obligations of each Servicer, references herein to related “Mortgage Loans” shall be limited to the SPS Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties) in the case of SPS, the Xxxxx Fargo Serviced Mortgage Loans and the Xxxxx Fargo Serviced CORE Mortgage Loans (and the related proceeds thereof and related REO Properties) in the case of Xxxxx Fargo, the Banco Popular Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties) in the case of Banco Popular and the R&G Mortgage Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties) in the case of R&G Mortgage; and in no event shall any Servicer have any responsibility or liability with respect to any of the other Mortgage Loans. The obligations of the Master Servicer to master service and administer the Mortgage Loans shall be limited to the SPS Serviced Mortgage Loans, the Xxxxx Fargo Serviced Mortgage Loans, the Xxxxx Fargo Serviced CORE Mortgage Loans, the Banco Popular Serviced Mortgage Loans and the R&G Mortgage Serviced Mortgage Loans and the Designated Mortgage Loans. In connection with such servicing and administration of the Non-Designated Mortgage Loans, the Master Servicer and each Servicer shall have full power and authority authority, acting alone and/or, with respect to any Servicer, through Sub-Servicers as provided in Section 3.02 hereof, to do or cause to be done any and all things which that it may deem necessary or desirable in connection with such master servicing and administration. In performing its obligations hereunder, including but not limited to, the power and authority, subject to the terms hereof (i) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds and other Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that neither the Master Servicer nor any Servicer shall act take any action that is inconsistent with or prejudices the interests of the Trust Fund or the Certificateholders in a manner consistent with Accepted Master Servicing Practices. Furthermoreany Mortgage Loan or the rights and interests of the Depositor, the Master Servicer shall oversee and consult with Trustee, the Servicer as necessary from time-to-time to carry out Trust Administrator or 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 Certificateholders under the applicable Servicing this Agreement. The Master Servicer and each Servicer shall independently represent and separately monitor protect the Servicer's servicing activities with respect to each related interests of the Trust Fund in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan, reconcile the results and shall not make or permit any modification, waiver or amendment of such monitoring with such information provided any Mortgage Loan which would cause any REMIC created hereunder to fail to qualify as a REMIC or result in the previous sentence on a monthly basis and coordinate corrective adjustments to imposition of any tax under Section 860F(a) or Section 860G(d) of the Servicer's and Master Servicer's records, and based on such reconciled and corrected informationCode. Without limiting the generality of the foregoing, the Master Servicer shall provide such information to and each Servicer, in its own name or in the Securities Administrator as shall be necessary in order for it to prepare name of the statements specified in Section 4.03Depositor and the Trustee, is hereby authorized and prepare any other information empowered by the Depositor, the Trustee and statements required to be forwarded by the Trust Administrator, when the Master Servicer hereunderor such Servicer believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Trust Administrator, the Depositor, the Certificateholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to the Mortgage Loans, and with respect to the Mortgaged Properties held for the benefit of the Certificateholders. The Master Servicer and each Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Servicer prepare and deliver to the Custodial Account pursuant to Depositor and/or the applicable Servicing Agreement. The Trustee shall furnish and/or the Servicer Trust Administrator such documents requiring execution and the Master Servicer with any powers delivery by either or both of attorney and other documents in form them as provided to it are necessary or appropriate to enable the Servicer and the Master Servicer or such Servicer to master servicer and administer or service and administer the Mortgage Loans, as applicable, to the extent that the Master Servicer or such Servicer is not permitted to execute and deliver such documents pursuant to the preceding sentence. Upon receipt of such documents, the Depositor and/or the Trustee or the Trust Administrator shall execute such documents and deliver them to the Master Servicer or such Servicer, as applicable. In accordance with the standards of the preceding paragraph and unless determined in good faith to be a Nonrecoverable Advance, each Servicer shall advance or cause to be advanced funds, as necessary for the purpose of effecting the payment of taxes and assessments on the Mortgaged Properties related to Non-Designated Mortgage Loans, which advances constitute Servicing Advances and shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.06, and further as provided in Section 3.08. In no event will any Servicer be required to make any Servicing Advance that would constitute a Nonrecoverable Advance. The costs incurred by a Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties related to Non-Designated Mortgage Loans and REO Property. The Trustee related insurance premiums shall provide access to not, for the records and documentation in possession purpose of the Trustee regarding the related Mortgage Loans and REO Property and the servicing thereof calculating monthly distributions to the Certificateholders, be added to the NIMS Insurer, the FDIC, and the supervisory agents and examiners Stated Principal Balances of the FDICrelated Non-Designated Mortgage Loans, notwithstanding that the terms of such access being afforded only upon reasonable prior written request and during normal business hours at the office of the TrusteeNon-Designated Mortgage Loans so permit; provided, however, that the limitations contained in this sentence will not apply to modifications made pursuant to Section 3.05(b). The parties to this Agreement acknowledge that Servicing Advances shall be reimbursable pursuant to Section 3.08 and agree that no Servicing Advances shall be rejected or disallowed by any party unless such Servicing Advance is not reimbursable under the terms of this Agreement Each Servicer hereby acknowledges that, unless to the extent such Servicer has previously serviced some or all of the Non-Designated Mortgage Loans pursuant to another servicing agreement, the provisions contained in this Agreement shall supersede the provisions contained in such other servicing agreement from and after the Closing Date, except that such other servicing agreement shall survive and govern with respect to excess servicing fees and termination without cause. In addition, the Master Servicer hereby acknowledges that, to the extent the Master Servicer or any Designated Servicer has previously serviced some or all of the Designated Mortgage Loans pursuant to another servicing agreement, the provisions contained in the related Designated Servicing Agreement shall supersede the provisions contained in such other servicing agreement from and after the Closing Date. Notwithstanding anything in this Agreement to the contrary, the purchase of any Xxxxx Fargo Serviced CORE Mortgage Loan by any Person shall be subject to the rights of Xxxxx Fargo to continue servicing such Xxxxx Fargo Serviced CORE Mortgage Loan for the same Servicing Fee substantially in accordance with the terms of this Agreement. The related Servicer will fully furnish, in accordance with the Fair Credit Reporting Act and its implementing regulations and any other applicable laws, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company, on a monthly basis or as otherwise required by lawXxxxxx Mae or Xxxxxxx Mac. Each Servicer is authorized and empowered, on behalf of the Certificateholders and the Trustee, in its own name or in the name of any Sub-Servicer, when a Servicer or any Sub-Servicer, as the case may be, believes it appropriate in its best judgment to register any related Mortgage Loan on the MERS® System, or cause the removal from the registration of such Mortgage Loan on the MERS® System, to execute and deliver, on behalf of the Trustee shall not be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee shall allow representatives of the above entities to photocopy Certificateholders or any of the records them, any and documentation all instruments of assignment and shall provide equipment for that purpose at a charge that covers the Trustee's actual costs. The Trustee shall execute and deliver to the Servicer and the Master Servicer any court pleadings, requests for trustee's sale or other documents necessary or desirable to (i) the foreclosure or trustee's sale comparable instruments with respect to such assignment or re-recording of a Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor on Mortgage in the Mortgage Note or Security Instrument; (iii) obtain a deficiency judgment against name of MERS, solely as nominee for the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or Security Instrument or otherwise available at law or equityTrustee and its successors and assigns.

Administration and Servicing of Mortgage Loans. (a) The SECTION 3.01 Master Servicer shall supervise, monitor Servicing and oversee the obligation Servicing of Mortgage Loans. For and on behalf of the Servicer to Certificateholders, as independent contractors of the Trustee, (i) each Servicer, severally and not jointly, shall service and administer the related Non-Designated Mortgage Loans in accordance with the terms of this Agreement and with Accepted Servicing Practices and with all applicable requirements of the Servicing Criteria, (ii) the Master Servicer shall, in accordance with Section 3.03 of this Agreement, master service and administer the Non-Designated Mortgage Loans by overseeing and enforcing the servicing of the Non-Designated Mortgage Loans by the related Servicing Servicer according to the terms of this Agreement and (iii) the Master Servicer shall, in accordance with the Section 3.20 of this Agreement, master service and administer the Designated Mortgage Loans by overseeing and enforcing the servicing of the Designated Mortgage Loans by the related Designated Servicer according to the terms of the related Designated Servicing Agreement. The obligations of each of SPS, GreenPoint and Xxxxx Fargo hereunder to service and administer the Mortgage Loans shall be limited to SPS Serviced Mortgage Loans, GreenPoint Serviced Mortgage Loans, Xxxxx Fargo Serviced Mortgage Loans and Xxxxx Fargo Serviced CORE Mortgage Loans, respectively; and with respect to the duties and obligations of each Servicer, references herein to related “Mortgage Loans” shall be limited to the SPS Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties) in the case of SPS, the Xxxxx Fargo Serviced Mortgage Loans and the Xxxxx Fargo Serviced CORE Mortgage Loans (and the related proceeds thereof and related REO Properties) in the case of Xxxxx Fargo, the GreenPoint Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties), in the case of GreenPoint; and in no event shall any Servicer have any responsibility or liability with respect to any of the other Mortgage Loans. The obligations of the Master Servicer to master service and administer the Mortgage Loans shall be limited to the SPS Serviced Mortgage Loans, the GreenPoint Serviced Mortgage Loans, the Xxxxx Fargo Serviced Mortgage Loans, and the Designated Mortgage Loans. In connection with such servicing and administration of the Non-Designated Mortgage Loans, the Master Servicer and each Servicer shall have full power and authority authority, acting alone and/or, with respect to any Servicer, through Sub-Servicers as provided in Section 3.02 hereof, to do or cause to be done any and all things which that it may deem necessary or desirable in connection with such master servicing and administration. In performing its obligations hereunder, including but not limited to, the power and authority, subject to the terms hereof (i) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds and other Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that neither the Master Servicer nor any Servicer shall act take any action that is inconsistent with or prejudices the interests of the Trust Fund or the Certificateholders in a manner consistent with Accepted Master Servicing Practices. Furthermoreany Mortgage Loan or the rights and interests of the Depositor, the Master Servicer shall oversee and consult with Trustee, the Servicer as necessary from time-to-time to carry out Trust Administrator or 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 Certificateholders under the applicable Servicing this Agreement. The Master Servicer and each Servicer shall independently represent and separately monitor protect the Servicer's servicing activities with respect to each related interests of the Trust Fund in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan, reconcile the results and shall not make or permit any modification, waiver or amendment of such monitoring with such information provided any Mortgage Loan which would cause any REMIC created hereunder to fail to qualify as a REMIC or result in the previous sentence on a monthly basis and coordinate corrective adjustments to imposition of any tax under Section 860F(a) or Section 860G(d) of the Servicer's and Master Servicer's records, and based on such reconciled and corrected informationCode. Without limiting the generality of the foregoing, the Master Servicer shall provide such information to and each Servicer, in its own name or in the Securities Administrator as shall be necessary in order for it to prepare name of the statements specified in Section 4.03Depositor and the Trustee, is hereby authorized and prepare any other information empowered by the Depositor, the Trustee and statements required to be forwarded by the Trust Administrator, when the Master Servicer hereunderor such Servicer believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Trust Administrator, the Depositor, the Certificateholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to the Mortgage Loans, and with respect to the Mortgaged Properties held for the benefit of the Certificateholders. The Master Servicer and each Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Servicer prepare and deliver to the Custodial Account pursuant to Depositor and/or the applicable Servicing Agreement. The Trustee shall furnish and/or the Servicer Trust Administrator such documents requiring execution and the Master Servicer with any powers delivery by either or both of attorney and other documents in form them as provided to it are necessary or appropriate to enable the Servicer and the Master Servicer or such Servicer to master servicer and administer or service and administer the Mortgage Loans, as applicable, to the extent that the Master Servicer or such Servicer is not permitted to execute and deliver such documents pursuant to the preceding sentence. Upon receipt of such documents, the Depositor and/or the Trustee or the Trust Administrator shall execute such documents and deliver them to the Master Servicer or such Servicer, as applicable. In accordance with the standards of the preceding paragraph and unless determined in good faith to be a Nonrecoverable Advance, each Servicer shall advance or cause to be advanced funds, as necessary for the purpose of effecting the payment of taxes and assessments on the Mortgaged Properties related to Non-Designated Mortgage Loans, which advances constitute Servicing Advances and shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.06, and further as provided in Section 3.08. In no event will any Servicer be required to make any Servicing Advance that would constitute a Nonrecoverable Advance. The costs incurred by a Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties related to Non-Designated Mortgage Loans and REO Property. The Trustee related insurance premiums shall provide access to not, for the records and documentation in possession purpose of the Trustee regarding the related Mortgage Loans and REO Property and the servicing thereof calculating monthly distributions to the Certificateholders, be added to the NIMS Insurer, the FDIC, and the supervisory agents and examiners Stated Principal Balances of the FDICrelated Non-Designated Mortgage Loans, notwithstanding that the terms of such access being afforded only upon reasonable prior written request and during normal business hours at the office of the TrusteeNon-Designated Mortgage Loans so permit; provided, however, that the limitations contained in this sentence will not apply to modifications made pursuant to Section 3.05(b). The parties to this Agreement acknowledge that Servicing Advances shall be reimbursable pursuant to Section 3.08 and agree that no Servicing Advances shall be rejected or disallowed by any party unless such Servicing Advance is not reimbursable under the terms of this Agreement Each Servicer hereby acknowledges that, unless otherwise required by lawto the extent such Servicer has previously serviced some or all of the Non-Designated Mortgage Loans pursuant to another servicing agreement, the Trustee provisions contained in this Agreement shall not be required supersede the provisions contained in such other servicing agreement from and after the Closing Date, except that such other servicing agreement shall survive and govern with respect to provide access to such records excess servicing fees and documentation if the provision thereof would violate the legal right to privacy of any Mortgagortermination without cause. The Trustee shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee's actual costs. The Trustee shall execute and deliver to the Servicer and In addition, the Master Servicer hereby acknowledges that, to the extent the Master Servicer or any court pleadingsDesignated Servicer has previously serviced some or all of the Designated Mortgage Loans pursuant to another servicing agreement, requests the provisions contained in the related Designated Servicing Agreement shall supersede the provisions contained in such other servicing agreement from and after the Closing Date. Notwithstanding anything in this Agreement to the contrary, the purchase of any Xxxxx Fargo Serviced CORE Mortgage Loan by any Person shall be subject to the rights of Xxxxx Fargo to continue servicing such Xxxxx Fargo Serviced CORE Mortgage Loan for trustee's sale the same Servicing Fee substantially in accordance with the terms of this Agreement. The related Servicer will fully furnish, in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company, on a monthly basis. Each Servicer is authorized and empowered, on behalf of the Certificateholders and the Trustee, in its own name or in the name of any Sub-Servicer, when a Servicer or any Sub-Servicer, as the case may be, believes it appropriate in its best judgment to register any related Mortgage Loan on the MERS® System, or cause the removal from the registration of such Mortgage Loan on the MERS® System, to execute and deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of assignment and other documents necessary or desirable to (i) the foreclosure or trustee's sale comparable instruments with respect to such assignment or re-recording of a Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor on Mortgage in the Mortgage Note or Security Instrument; (iii) obtain a deficiency judgment against name of MERS, solely as nominee for the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or Security Instrument or otherwise available at law or equityTrustee and its successors and assigns.

Administration and Servicing of Mortgage Loans. (a) 2.1. The Master Servicer shall supervise, monitor and oversee the obligation of the Servicer to Act as the Servicer. The Servicer, as an independent contractor, shall service and administer the Mortgage Loans on an actual/actual basis in accordance with the terms of the related this Agreement, giving due consideration to Accepted Servicing Agreement Practices, and shall have full power and authority authority, acting alone or through the delegation of duties to third party servicing providers, to do any and all things in connection with such servicing and administration which it the Servicer may deem necessary or desirable desirable, consistent with the terms of this Agreement. Unless this Agreement is terminated pursuant to the terms hereof or the Owner and the Servicer agree otherwise, the Owner agrees that the Servicer shall be the exclusive provider to Owner (and any of its subsidiaries) of the services set forth in this Agreement, and will provide such services with respect to all residential mortgage loans and related real estate properties and interests owned by the Owner which meet the eligibility criteria. The Servicer may perform its servicing responsibilities through agents or independent contractors, but shall not thereby be released from any of its responsibilities hereunder. From and after the initial Effective Date, the Servicer shall assume responsibility under this Agreement to service and administer additional Mortgage Loans upon the delivery, in accordance with all reasonable instructions and directions which the Servicer may give to the Owner, of the related New Loan Data File and all related Mortgage Loan Documents by the Owner, provided that any new Mortgage Loans that the Owner desires to make subject to this Agreement meet the Eligibility Criteria then in effect. The Owner shall provide the New Loan Data File for each Mortgage Loan to the Servicer promptly upon purchase or origination of the Mortgage Loan by the Owner, and in no event later than fifteen (15) days before the Servicer is expected to perform servicing on that Mortgage Loan. The Owner shall notify the Servicer within two (2) Business Days, in writing, of any changes in the information contained in the New Loan Data File. The Owner agrees to provide the Servicer, within two (2) Business Days after the Servicer’s request, copies of the Mortgage Note, the Mortgage or any other documents the Owner has in its possession or which are held by the Custodian with respect to a Mortgage Loan that the Servicer deems reasonably necessary in connection with such master its performance of the servicing and administrationof said Mortgage Loan. In performing its obligations hereunder, the Master The Servicer shall act in a manner consistent with Accepted Master Servicing Practices. Furthermore, the Master Servicer shall oversee and consult cooperate with the Servicer as necessary from time-to-time to carry out Owner in connection with the Master Servicer's transfer of the servicing rights and 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 applicable Servicing Agreement. The Master Servicer shall independently and separately monitor the Servicer's servicing activities with respect to each related the Mortgage Loans. Consistent with the terms of this Agreement, the Servicer may waive, modify or vary any term of any Mortgage Loan or consent to the postponement of strict compliance with any such term or in any manner grant indulgence to any Mortgagor if in the Servicer’s reasonable and prudent determination such waiver, modification, postponement or indulgence is not materially adverse to the Owner, provided, however, the Servicer shall not make any future advances with respect to a Mortgage Loan. Unless the Mortgagor is in default with respect to the Mortgage Loan or such default is, reconcile the results of such monitoring with such information provided in the previous sentence judgment of the Servicer, imminent, the Servicer shall not permit any modification with respect to any Mortgage Loan that would change the Mortgage Interest Rate, defer or forgive the payment of principal (except for actual payments of principal) or change the final maturity date on any Mortgage Loan. The Servicer shall request written consent from the Owner to permit such a monthly basis modification and coordinate corrective adjustments the Owner shall provide written consent or notify the Servicer of its objection to such modification within three (3) Business Days of its receipt of the Servicer’s request. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered, to execute and deliver on behalf of itself and the Owner, all instruments of satisfaction or cancellation, or of partial or full release, discharge and all other comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Properties. If reasonably required by the Servicer's and Master Servicer's records, and based on such reconciled and corrected information, the Master Servicer shall provide such information to the Securities Administrator as shall be necessary in order for it to prepare the statements specified in Section 4.03, and prepare any other information and statements required to be forwarded by the Master Servicer hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Servicer to the Custodial Account pursuant to the applicable Servicing Agreement. The Trustee Owner shall furnish the Servicer and the Master Servicer with any powers of attorney and other documents in form as provided to it necessary or appropriate to enable the Servicer to carry out its servicing and the Master Servicer to service and administer the related Mortgage Loans and REO Property. The Trustee shall provide access to the records and documentation in possession of the Trustee regarding the related Mortgage Loans and REO Property and the servicing thereof to the Certificateholders, the NIMS Insurer, 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; provided, however, that, unless otherwise required by law, the Trustee shall not be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee's actual costs. The Trustee shall execute and deliver to the Servicer and the Master Servicer any court pleadings, requests for trustee's sale or other documents necessary or desirable to (i) the foreclosure or trustee's sale with respect to a Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note or Security Instrument; (iii) obtain a deficiency judgment against the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or Security Instrument or otherwise available at law or equityadministrative duties under this Agreement.

Administration and Servicing of Mortgage Loans. (a) Section 4.01 Company to Act as Servicer. The Master Servicer Company, as independent contract servicer, shall supervise, monitor and oversee the obligation of the Servicer to service and administer the Mortgage Loans in accordance with the terms of this Agreement and the related Term Sheet and 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 the Company may deem necessary or desirable and consistent with the terms of this Agreement and the related Term Sheet and with Accepted Servicing Practices and exercise the same care that it customarily employs for its own account. Except as set forth in this Agreement and the related Term Sheet, the Company shall service the Mortgage Loans in strict compliance with the servicing provisions of the Xxxxxx Xxx Guides (special servicing option), which include, but are not limited to, provisions regarding the liquidation of Mortgage Loans, the collection of Mortgage Loan payments, the payment of taxes, insurance and other charges, the maintenance of hazard insurance with a Qualified Insurer, the maintenance of mortgage impairment insurance, the maintenance of fidelity bond and errors and omissions insurance, inspections, the restoration of Mortgaged Property, the maintenance of Primary Mortgage Insurance Policies, insurance claims, the title, management and disposition of REO Property, permitted withdrawals with respect to REO Property, liquidation reports, and reports of foreclosures and abandonments of Mortgaged Property, the transfer of Mortgaged Property, the release of Mortgage Files, annual statements, and examination of records and facilities. In the event of any conflict, inconsistency or discrepancy between any of the servicing provisions of this Agreement and the related Term Sheet and any of the servicing provisions of the Xxxxxx Mae Guides, the provisions of this Agreement and the related Term Sheet shall control and be binding upon the Purchaser and the Company. Consistent with the terms of this Agreement and the related Term Sheet, the Company may waive, modify or vary any term of any Mortgage Loan or consent to the postponement of any such term or in any manner grant indulgence to any Mortgagor if in the Company's reasonable and prudent determination such waiver, modification, postponement or indulgence is not materially adverse to the Purchaser, provided, however, that unless the Company has obtained the prior written consent of the Purchaser, the Company shall not permit any modification with respect to any Mortgage Loan that would change the Mortgage Interest Rate, defer for more than ninety days or forgive any payment of principal or interest, reduce or increase the outstanding principal balance (except for actual payments of principal) or change the final maturity date on such Mortgage Loan. In the event of any such modification which has been agreed to in writing by the Purchaser and which permits the deferral of interest or principal payments on any Mortgage Loan, the Company shall, on the Business Day immediately preceding the Remittance Date in any month in which any such principal or interest payment has been deferred, deposit in the Custodial Account from its own funds, in accordance with Section 4.04, the difference between (a) such month's principal and one month's interest at the Mortgage Loan Remittance Rate on the unpaid principal balance of such Mortgage Loan and (b) the amount paid by the Mortgagor. The Company shall be entitled to reimbursement for such advances to the same extent as for all other advances pursuant to Section 4.05. Without limiting the generality of the foregoing, the Company shall continue, and is hereby authorized and empowered, to prepare, execute and deliver, all instruments of satisfaction or cancellation, or of partial or full release, discharge and all other comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Properties. Notwithstanding anything herein to the contrary, the Company may not enter into a forbearance agreement or similar arrangement with respect to any Mortgage Loan which term exceeds 12 months in duration. Any such agreement shall be approved by Purchaser and, if required, by the Primary Mortgage Insurance Policy insurer, if required. Any other loss mitigation or workout alternatives, such as short sales or deeds in lieu of foreclosure, shall be subject to the approval of the Purchaser and the Primary Mortgage Insurance Policy insurer if applicable. Notwithstanding anything in this Agreement to the contrary, if any Mortgage Loan becomes subject to a Pass-Through Transfer, the Company (a) with respect to such Mortgage Loan, shall not permit any modification with respect to such Mortgage Loan that would change the Mortgage Interest Rate and (b) shall not (unless the Mortgagor is in default with respect to such Mortgage Loan or such default is, in the judgment of the Company, reasonably foreseeable) make or permit any modification, waiver or amendment of any term of such Mortgage Loan that would both (i) effect an exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or Treasury regulations promulgated thereunder) and (ii) cause any REMIC to fail to qualify as a REMIC under the Code or the imposition of any tax on "prohibited transactions" or "contributions" after the startup date under the REMIC Provisions. Prior to taking any action with respect to the Mortgage Loans subject to a Pass-Through Transfer, which is not contemplated under the terms of this Agreement, the Company will obtain an Opinion of Counsel acceptable to the trustee in such Pass-Through Transfer with respect to whether such action could result in the imposition of a tax upon any REMIC (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code)(either such event, an "Adverse REMIC Event"), and the Company shall not take any such actions as to which it has been advised that an Adverse REMIC Event could occur. The Company shall not permit the creation of any "interests" (within the meaning of Section 860G of the Code) in any REMIC. The Company shall not enter into any arrangement by which a REMIC will receive a fee or other compensation for services nor permit a REMIC to receive any income from assets other than "qualified mortgages" as defined in Section 860G(a)(3) of the Code or "permitted investments" as defined in Section 860G(a)(5) of the Code. In servicing and administering the Mortgage Loans, the Company shall employ Accepted Servicing Practices, giving due consideration to the Purchaser's reliance on the Company. Unless a different time period is stated in this Agreement or the related Term Sheet, Purchaser shall be deemed to have given consent in connection with a particular matter if Purchaser does not affirmatively grant or deny consent within five (5) Business Days from the date Purchaser receives a second written request for consent for such master matter from Company as servicer. The Mortgage Loans may be subserviced by a Subservicer on behalf of the Company provided that the Subservicer is an entity that engages in the business of servicing loans, and administrationin either case shall be authorized to transact business, and licensed to service mortgage loans, in the state or states where the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the Subservicer to perform its obligations hereunder and under the Subservicing Agreement, and in either case shall be a FHLMC or Xxxxxx Xxx approved mortgage servicer in good standing, and no event has occurred, including but not limited to a change in insurance coverage, which would make it unable to comply with the eligibility requirements for lenders imposed by Xxxxxx Mae or for seller/servicers imposed by Xxxxxx Xxx or FHLMC, or which would require notification to Xxxxxx Mae or FHLMC. In performing addition, each Subservicer will obtain and preserve its obligations hereunderqualifications to do business as a foreign corporation and its licenses to service mortgage loans, in each jurisdiction in which such qualifications and/or licenses are or shall be necessary to protect the Master Servicer shall act in a manner consistent with Accepted Master Servicing Practices. Furthermorevalidity and enforceability of this Agreement, or any of the Master Servicer shall oversee Mortgage Loans 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 or cause to be performed or observed by the Servicer its duties under the applicable Servicing related Subservicing Agreement. The Master Servicer Company may perform any of its servicing responsibilities hereunder or may cause the Subservicer to perform any such servicing responsibilities on its behalf, but the use by the Company of the Subservicer shall independently not release the Company from any of its obligations hereunder and separately monitor the ServicerCompany shall remain responsible hereunder for all acts and omissions of the Subservicer as fully as if such acts and omissions were those of the Company. The Company shall pay all fees and expenses of the Subservicer from its own funds, and the Subservicer's fee shall not exceed the Servicing Fee. Company shall notify Purchaser promptly in writing upon the appointment of any Subservicer. At the cost and expense of the Company, without any right of reimbursement from the Custodial Account, the Company shall be entitled to terminate the rights and responsibilities of the Subservicer and arrange for any servicing activities with respect responsibilities to each related Mortgage Loan, reconcile be performed by a successor subservicer meeting the results of such monitoring with such information provided requirements in the previous sentence on a monthly basis and coordinate corrective adjustments to the Servicer's and Master Servicer's recordspreceding paragraph, and based on such reconciled and corrected informationprovided, the Master Servicer shall provide such information to the Securities Administrator as however, that nothing contained herein shall be necessary in order for it deemed to prepare prevent or prohibit the statements specified in Section 4.03Company, and prepare any other information and statements required to be forwarded by at the Master Servicer hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Servicer to the Custodial Account pursuant to the applicable Servicing Agreement. The Trustee shall furnish the Servicer and the Master Servicer with any powers of attorney and other documents in form as provided to it necessary or appropriate to enable the Servicer and the Master Servicer Company's option, from electing to service and administer the related Mortgage Loans itself. In the event that the Company's responsibilities and REO Propertyduties under this Agreement are terminated pursuant to Section 4.13, 8.04, 9.01 or 10.01 and if requested to do so by the Purchaser, the Company shall at its own cost and expense terminate the rights and responsibilities of the Subservicer effective as of the date of termination of the Company. The Trustee Company shall provide access pay all fees, expenses or penalties necessary in order to terminate the rights and responsibilities of the Subservicer from the Company's own funds without reimbursement from the Purchaser. Notwithstanding any of the provisions of this Agreement relating to agreements or arrangements between the Company and the Subservicer or any reference herein to actions taken through the Subservicer or otherwise, the Company shall not be relieved of its obligations to the records Purchaser and documentation in possession shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage Loans. The Company shall be entitled to enter into an agreement with the Subservicer for indemnification of the Trustee regarding Company by the related Subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. The Company will indemnify and hold Purchaser harmless from any loss, liability or expense arising out of its use of a Subservicer to perform any of its servicing duties, responsibilities and obligations hereunder. Any Subservicing Agreement and any other transactions or services relating to the Mortgage Loans involving the Subservicer shall be deemed to be between the Subservicer and REO Property and the servicing thereof to the Certificateholders, the NIMS Insurer, the FDICCompany alone, and the supervisory agents and examiners of the FDICPurchaser shall have no obligations, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the Trustee; provided, however, that, unless otherwise required by law, the Trustee shall not be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee's actual costs. The Trustee shall execute and deliver to the Servicer and the Master Servicer any court pleadings, requests for trustee's sale duties or other documents necessary or desirable to (i) the foreclosure or trustee's sale liabilities with respect to a Mortgaged Property; (ii) any legal action brought the Subservicer including no obligation, duty or liability of Purchaser to obtain judgment against any Mortgagor on pay the Mortgage Note or Security Instrument; (iii) obtain a deficiency judgment against the Mortgagor; or (iv) enforce any other rights or remedies provided Subservicer's fees and expenses. For purposes of distributions and advances by the Company pursuant to this Agreement, the Company shall be deemed to have received a payment on a Mortgage Note Loan when the Subservicer has received such payment. The Company will transmit full-file credit reporting data for each Mortgage Loan pursuant to the Xxxxxx Xxx Selling Guide and that for each Mortgage Loan, the Company agrees it shall report one of the following statuses each month as follows: new origination, current, delinquent (30-, 60-, 90-days, etc.), foreclosed, or Security Instrument or otherwise available at law or equitycharged-off.

Administration and Servicing of Mortgage Loans. (a) The SECTION 3.01 Master Servicer shall supervise, monitor Servicing and oversee the obligation Servicing of Mortgage Loans. For and on behalf of the Servicer to Certificateholders, as independent contractors of the Trustee, (i) each Servicer, severally and not jointly, shall service and administer the related Non-Designated Mortgage Loans in accordance with the terms of this Agreement and with Accepted Servicing Practices, (ii) the Master Servicer shall, in accordance with Section 3.03 of this Agreement, master service and administer the Non-Designated Mortgage Loans (other than the WMMSC Serviced Mortgage Loans) by overseeing and enforcing the servicing of the Non-Designated Mortgage Loans by the related Servicing Servicer (other than WMMSC) according to the terms of this Agreement and (iii) the Master Servicer shall, in accordance with the Section 3.20 of this Agreement, master service and administer the Designated Mortgage Loans by overseeing and enforcing the servicing of the Designated Mortgage Loans by the related Designated Servicer according to the terms of the related Designated Servicing Agreement. The obligations of each of SPS, GreenPoint, Xxxxx Fargo and WMMSC hereunder to service and administer the Mortgage Loans shall be limited to the SPS Serviced Mortgage Loans, GreenPoint Serviced Mortgage Loans, Xxxxx Fargo Serviced Mortgage Loans and WMMSC Serviced Mortgage Loans, respectively; and with respect to the duties and obligations of each Servicer, references herein to related “Mortgage Loans” shall be limited to the SPS Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties) in the case of SPS, the GreenPoint Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties), in the case of GreenPoint, the Xxxxx Fargo Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties) in the case of Xxxxx Fargo and the WMMSC Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties) in the case of WMMSC; and in no event shall any Servicer have any responsibility or liability with respect to any of the other Mortgage Loans. The obligations of the Master Servicer to master service and administer the Mortgage Loans shall be limited to the SPS Serviced Mortgage Loans, the GreenPoint Serviced Mortgage Loans, the Xxxxx Fargo Serviced Mortgage Loans and the Designated Mortgage Loans. Notwithstanding anything to the contrary contained in this Agreement, the Master Servicer shall have no obligations to master service or administer the WMMSC Serviced Mortgage Loans. In connection with such servicing and administration of the Non-Designated Mortgage Loans, the Master Servicer and each Servicer shall have full power and authority authority, acting alone and/or, with respect to any Servicer, through Subservicers as provided in Section 3.02 hereof, to do or cause to be done any and all things which that it may deem necessary or desirable in connection with such master servicing and administration. In performing its obligations hereunder, including but not limited to, the power and authority, subject to the terms hereof (i) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds and other Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that neither the Master Servicer nor any Servicer shall act take any action that is inconsistent with or prejudices the interests of the Trust Fund or the Certificateholders in a manner consistent with Accepted Master Servicing Practices. Furthermoreany Mortgage Loan or the rights and interests of the Depositor, the Master Servicer shall oversee and consult with Trustee, the Servicer as necessary from time-to-time to carry out Trust Administrator or 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 Certificateholders under the applicable Servicing this Agreement. The Master Servicer and each Servicer shall independently represent and separately monitor protect the Servicer's servicing activities with respect to each related interests of the Trust Fund in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan, reconcile the results and shall not make or permit any modification, waiver or amendment of such monitoring with such information provided any Mortgage Loan which would cause any REMIC created hereunder to fail to qualify as a REMIC or result in the previous sentence on a monthly basis and coordinate corrective adjustments to imposition of any tax under Section 860F(a) or Section 860G(d) of the Servicer's and Master Servicer's records, and based on such reconciled and corrected informationCode. Without limiting the generality of the foregoing, the Master Servicer shall provide such information to and each Servicer, in its own name or in the Securities Administrator as shall be necessary in order for it to prepare name of the statements specified in Section 4.03Depositor and the Trustee, is hereby authorized and prepare any other information empowered by the Depositor, the Trustee and statements required to be forwarded by the Trust Administrator, when the Master Servicer hereunderor such Servicer believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Trust Administrator, the Depositor, the Certificateholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to the Mortgage Loans, and with respect to the Mortgaged Properties held for the benefit of the Certificateholders. The Master Servicer and each Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Servicer prepare and deliver to the Custodial Account pursuant to Depositor and/or the applicable Servicing Agreement. The Trustee shall furnish and/or the Servicer Trust Administrator such documents requiring execution and the Master Servicer with any powers delivery by either or both of attorney and other documents in form them as provided to it are necessary or appropriate to enable the Servicer and the Master Servicer or such Servicer to master servicer and administer or service and administer the Mortgage Loans, as applicable, to the extent that the Master Servicer or such Servicer is not permitted to execute and deliver such documents pursuant to the preceding sentence. Upon receipt of such documents, the Depositor and/or the Trustee or the Trust Administrator shall execute such documents and deliver them to the Master Servicer or such Servicer, as applicable. In accordance with the standards of the preceding paragraph and unless determined in good faith to be a Nonrecoverable Advance, each Servicer shall advance or cause to be advanced funds, as necessary for the purpose of effecting the payment of taxes and assessments on the Mortgaged Properties related to Non-Designated Mortgage Loans, which advances constitute Servicing Advances and shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.06, and further as provided in Section 3.08. In no event will any Servicer be required to make any Servicing Advance that would constitute a Nonrecoverable Advance. The costs incurred by a Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties related to Non-Designated Mortgage Loans and REO Property. The Trustee related insurance premiums shall provide access to not, for the records and documentation in possession purpose of the Trustee regarding the related Mortgage Loans and REO Property and the servicing thereof calculating monthly distributions to the Certificateholders, be added to the NIMS InsurerStated Principal Balances of the related Non-Designated Mortgage Loans, notwithstanding that the terms of such Non-Designated Mortgage Loans so permit. Each Servicer hereby acknowledges that, to the extent such Servicer has previously serviced some or all of the Non-Designated Mortgage Loans pursuant to another servicing agreement, the FDICprovisions contained in this Agreement shall supersede the provisions contained in such other servicing agreement from and after the Closing Date, except that such other servicing agreement shall survive and the supervisory agents govern with respect to excess servicing fees and examiners of the FDICtermination without cause. In addition, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the Trustee; provided, however, that, unless otherwise required by law, the Trustee shall not be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee's actual costs. The Trustee shall execute and deliver to the Servicer and the Master Servicer hereby acknowledges that, to the extent the Master Servicer or any court pleadingsDesignated Servicer has previously serviced some or all of the Designated Mortgage Loans pursuant to another servicing agreement, requests for trustee's sale or the provisions contained in the related Designated Servicing Agreement shall supersede the provisions contained in such other documents necessary or desirable servicing agreement from and after the Closing Date. Notwithstanding anything in this Agreement to the contrary, (i) the foreclosure purchase of any WMMSC Serviced Mortgage Loan by any Person shall be subject to the rights of WMMSC to continue servicing such WMMSC Serviced Mortgage Loan for the same Servicing Fee substantially in accordance with the terms of this Agreement and (ii) the purchase of any Xxxxx Fargo Serviced CORE Mortgage Loan by any Person shall be subject to the rights of Xxxxx Fargo to continue servicing such Xxxxx Fargo Serviced CORE Mortgage Loan for the same Servicing Fee substantially in accordance with the terms of this Agreement. The related Servicer, other than WMMSC, will fully furnish, in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company, on a monthly basis. With respect to each WMMSC Serviced Mortgage Loan, WMMSC will furnish information regarding its borrower credit files to credit reporting agencies in compliance with the provisions of the Fair Credit Reporting Act and its implementing regulations applicable to WMMSC. Each Servicer is authorized and empowered, on behalf of the Certificateholders and the Trustee, in its own name or trustee's sale in the name of any Subservicer, when a Servicer or any Subservicer, as the case may be, believes it appropriate in its best judgment to register any related Mortgage Loan on the MERS® System, or cause the removal from the registration of such Mortgage Loan on the MERS® System, to execute and deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor on Mortgage in the Mortgage Note or Security Instrument; (iii) obtain a deficiency judgment against name of MERS, solely as nominee for the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or Security Instrument or otherwise available at law or equityTrustee and its successors and assigns.

Administration and Servicing of Mortgage Loans. (a) Section 4.01 Company to Act as Servicer. The Master Servicer Company, as independent contract 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 related this Agreement and 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 the Company may deem necessary or desirable and consistent with the terms of this Agreement and with Accepted Servicing Practices and exercise the same care that it customarily employs for its own account. Except as set forth in this Agreement, the Company shall service the Mortgage Loans in strict compliance with the servicing provisions of the Xxxxxx Xxx Guides (special servicing option), which include, but are not limited to, provisions regarding the liquidation of Mortgage Loans, the collection of Mortgage Loan payments, the payment of taxes, insurance and other charges, the maintenance of hazard insurance with a Qualified Insurer, the maintenance of mortgage impairment insurance, the maintenance of fidelity bond and errors and omissions insurance, inspections, the restoration of Mortgaged Property, the maintenance of Primary Mortgage Insurance Policies and Lender Primary Mortgage Insurance Policies, insurance claims, the title, management and disposition of REO Property, permitted withdrawals with respect to REO Property, liquidation reports, and reports of foreclosures and abandonments of Mortgaged Property, the transfer of Mortgaged Property, the release of Mortgage Files, annual statements, and examination of records and facilities. In the event of any conflict, inconsistency or discrepancy between any of the servicing provisions of this Agreement and the related Term Sheet and any of the servicing provisions of the Xxxxxx Mae Guides, the provisions of this Agreement shall control and be binding upon the Purchaser and the Company. Consistent with the terms of this Agreement, the Company may waive, modify or vary any term of any Mortgage Loan or consent to the postponement of any such term or in any manner grant indulgence to any Mortgagor if in the Company's reasonable and prudent determination such waiver, modification, postponement or indulgence is not materially adverse to the Purchaser, provided, however, that unless the Company has obtained the prior written consent of the Purchaser, the Company shall not permit any modification with respect to any Mortgage Loan that would change the Mortgage Interest Rate, defer for more than ninety (90) days or forgive any payment of principal or interest, reduce or increase the outstanding principal balance (except for actual payments of principal) or change the final maturity date on such Mortgage Loan. In the event of any such modification which has been agreed to in writing by the Purchaser and which permits the deferral of interest or principal payments on any Mortgage Loan, the Company shall, on the Business Day immediately preceding the Remittance Date in any month in which any such principal or interest payment has been deferred, deposit in the Custodial Account from its own funds, in accordance with Section 4.04, the difference between (a) such month's principal and one month's interest at the Mortgage Loan Remittance Rate on the unpaid principal balance of such Mortgage Loan and (b) the amount paid by the Mortgagor. The Company shall be entitled to reimbursement for such advances to the same extent as for all other advances pursuant to Section 4.05. Without limiting the generality of the foregoing, the Company shall continue, and is hereby authorized and empowered, to prepare, execute and deliver, all instruments of satisfaction or cancellation, or of partial or full release, discharge and all other comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Properties. Notwithstanding anything herein to the contrary, the Company may not enter into a forbearance agreement or similar arrangement with respect to any Mortgage Loan which runs more than one hundred eighty (180) days after the first delinquent Due Date. Any such agreement shall be approved by Purchaser and, if required, by the Primary Mortgage Insurance Policy insurer and Lender Primary Mortgage Insurance Policy insurer, if required. Notwithstanding anything in this Agreement to the contrary, if any Mortgage Loan becomes subject to a Pass-Through Transfer, the Company (a) with respect to such Mortgage Loan, shall not permit any modification with respect to such Mortgage Loan that would change the Mortgage Interest Rate and (b) shall not (unless the Mortgagor is in default with respect to such Mortgage Loan or such default is, in the judgment of the Company, reasonably foreseeable) make or permit any modification, waiver or amendment of any term of such Mortgage Loan that would both (i) effect an exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or Treasury regulations promulgated thereunder) or (ii) cause any REMIC to fail to qualify as a REMIC under the Code or the imposition of any tax on "prohibited transactions" or "contributions" after the startup date under the REMIC Provisions. Prior to taking any action with respect to the Mortgage Loans subject to a Pass-Through Transfer, which is not contemplated under the terms of this Agreement, the Company will obtain an Opinion of Counsel acceptable to the trustee in such Pass-Through Transfer with respect to whether such action could result in the imposition of a tax upon any REMIC (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code)(either such event, an "Adverse REMIC Event"), and the Company shall not take any such actions as to which it has been advised that an Adverse REMIC Event could occur. The Company shall not permit the creation of any "interests" (within the meaning of Section 860G of the Code) in any REMIC. The Company shall not enter into any arrangement by which a REMIC will receive a fee or other compensation for services nor permit a REMIC to receive any income from assets other than "qualified mortgages" as defined in Section 860G(a)(3) of the Code or "permitted investments" as defined in Section 860G(a)(5) of the Code. In servicing and administering the Mortgage Loans, the Company shall employ Accepted Servicing Practices, giving due consideration to the Purchaser's reliance on the Company. Unless a different time period is stated in this Agreement or the related Term Sheet, Purchaser shall be deemed to have given consent in connection with a particular matter if Purchaser does not affirmatively grant or deny consent within five (5) Business Days from the date Purchaser receives a second written request for consent for such master matter from Company as servicer. The Mortgage Loans may be subserviced by a Subservicer on behalf of the Company provided that the Subservicer is an entity that engages in the business of servicing loans, and administrationin either case shall be authorized to transact business, and licensed to service mortgage loans, in the state or states where the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the Subservicer to perform its obligations hereunder and under the Subservicing Agreement, and in either case shall be a FHLMC or Xxxxxx Xxx approved mortgage servicer in good standing, and no event has occurred, including but not limited to a change in insurance coverage, which would make it unable to comply with the eligibility requirements for lenders imposed by Xxxxxx Mae or for seller/servicers imposed by Xxxxxx Xxx or FHLMC, or which would require notification to Xxxxxx Mae or FHLMC. In performing addition, each Subservicer will obtain and preserve its obligations hereunderqualifications to do business as a foreign corporation and its licenses to service mortgage loans, in each jurisdiction in which such qualifications and/or licenses are or shall be necessary to protect the Master Servicer shall act in a manner consistent with Accepted Master Servicing Practices. Furthermorevalidity and enforceability of this Agreement, or any of the Master Servicer shall oversee Mortgage Loans 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 or cause to be performed or observed by the Servicer its duties under the applicable Servicing related Subservicing Agreement. The Master Servicer Company may perform any of its servicing responsibilities hereunder or may cause the Subservicer to perform any such servicing responsibilities on its behalf, but the use by the Company of the Subservicer shall independently not release the Company from any of its obligations hereunder and separately monitor the ServicerCompany shall remain responsible hereunder for all acts and omissions of the Subservicer as fully as if such acts and omissions were those of the Company. The Company shall pay all fees and expenses of the Subservicer from its own funds, and the Subservicer's fee shall not exceed the Servicing Fee. Company shall notify Purchaser promptly in writing upon the appointment of any Subservicer. At the cost and expense of the Company, without any right of reimbursement from the Custodial Account, the Company shall be entitled to terminate the rights and responsibilities of the Subservicer and arrange for any servicing activities with respect responsibilities to each related Mortgage Loan, reconcile be performed by a successor subservicer meeting the results of such monitoring with such information provided requirements in the previous sentence on a monthly basis and coordinate corrective adjustments to the Servicer's and Master Servicer's recordspreceding paragraph, and based on such reconciled and corrected informationprovided, the Master Servicer shall provide such information to the Securities Administrator as however, that nothing contained herein shall be necessary in order for it deemed to prepare prevent or prohibit the statements specified in Section 4.03Company, and prepare any other information and statements required to be forwarded by at the Master Servicer hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Servicer to the Custodial Account pursuant to the applicable Servicing Agreement. The Trustee shall furnish the Servicer and the Master Servicer with any powers of attorney and other documents in form as provided to it necessary or appropriate to enable the Servicer and the Master Servicer Company's option, from electing to service and administer the related Mortgage Loans itself. In the event that the Company's responsibilities and REO Propertyduties under this Agreement are terminated pursuant to Section 4.13, 8.04, 9.01 or 10.01 and if requested to do so by the Purchaser, the Company shall at its own cost and expense terminate the rights and responsibilities of the Subservicer effective as of the date of termination of the Company. The Trustee Company shall provide access pay all fees, expenses or penalties necessary in order to terminate the rights and responsibilities of the Subservicer from the Company's own funds without reimbursement from the Purchaser. Notwithstanding any of the provisions of this Agreement relating to agreements or arrangements between the Company and the Subservicer or any reference herein to actions taken through the Subservicer or otherwise, the Company shall not be relieved of its obligations to the records Purchaser and documentation in possession shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage Loans. The Company shall be entitled to enter into an agreement with the Subservicer for indemnification of the Trustee regarding Company by the related Subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. The Company will indemnify and hold Purchaser harmless from any loss, liability or expense arising out of its use of a Subservicer to perform any of its servicing duties, responsibilities and obligations hereunder. Any Subservicing Agreement and any other transactions or services relating to the Mortgage Loans involving the Subservicer shall be deemed to be between the Subservicer and REO Property and the servicing thereof to the Certificateholders, the NIMS Insurer, the FDICCompany alone, and the supervisory agents and examiners of the FDICPurchaser shall have no obligations, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the Trustee; provided, however, that, unless otherwise required by law, the Trustee shall not be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee's actual costs. The Trustee shall execute and deliver to the Servicer and the Master Servicer any court pleadings, requests for trustee's sale duties or other documents necessary or desirable to (i) the foreclosure or trustee's sale liabilities with respect to a Mortgaged Property; (ii) any legal action brought the Subservicer including no obligation, duty or liability of Purchaser to obtain judgment against any Mortgagor on pay the Mortgage Note or Security Instrument; (iii) obtain a deficiency judgment against the Mortgagor; or (iv) enforce any other rights or remedies provided Subservicer's fees and expenses. For purposes of distributions and advances by the Company pursuant to this Agreement, the Company shall be deemed to have received a payment on a Mortgage Note or Security Instrument or otherwise available at law or equityLoan when the Subservicer has received such payment.

Administration and Servicing of Mortgage Loans. (a) The SECTION 3.01 Master Servicer shall supervise, monitor Servicing and oversee the obligation Servicing of Mortgage Loans. For and on behalf of the Servicer to Certificateholders, as independent contractors of the Trustee, (i) each Servicer, severally and not jointly, shall service and administer the related Non-Designated Mortgage Loans in accordance with the terms of this Agreement and with Accepted Servicing Practices and with all applicable requirements of the Servicing Criteria, (ii) the Master Servicer shall, in accordance with Section 3.03 of this Agreement, master service and administer the Non-Designated Mortgage Loans (other than the WMMSC Serviced Mortgage Loans) by overseeing and enforcing the servicing of the Non-Designated Mortgage Loans by the related Servicing Servicer (other than WMMSC) according to the terms of this Agreement and (iii) the Master Servicer shall, in accordance with the Section 3.20 of this Agreement, master service and administer the Designated Mortgage Loans by overseeing and enforcing the servicing of the Designated Mortgage Loans by the related Designated Servicer according to the terms of the related Designated Servicing Agreement. The obligations of each of SPS, Xxxxx Fargo, Bank of America and WMMSC hereunder to service and administer the Mortgage Loans shall be limited to SPS Serviced Mortgage Loans, Xxxxx Fargo Serviced Mortgage Loans, Bank of America Serviced Mortgage Loans and WMMSC Serviced Mortgage Loans, respectively; and with respect to the duties and obligations of each Servicer, references herein to related “Mortgage Loans” shall be limited to the SPS Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties) in the case of SPS, the Xxxxx Fargo Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties) in the case of Xxxxx Fargo, the Bank of America Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties), in the case of Bank of America and the WMMSC Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties) in the case of WMMSC; and in no event shall any Servicer have any responsibility or liability with respect to any of the other Mortgage Loans. The obligations of the Master Servicer to master service and administer the Mortgage Loans shall be limited to the SPS Serviced Mortgage Loans, the Xxxxx Fargo Serviced Mortgage Loans, the Bank of America Serviced Mortgage Loans and the Designated Mortgage Loans. Notwithstanding anything to the contrary contained in this Agreement, the Master Servicer shall have no obligations to master service or administer the WMMSC Serviced Mortgage Loans. In connection with such servicing and administration of the Non-Designated Mortgage Loans, the Master Servicer and each Servicer shall have full power and authority authority, acting alone and/or, with respect to any Servicer, through Sub-Servicers as provided in Section 3.02 hereof, to do or cause to be done any and all things which that it may deem necessary or desirable in connection with such master servicing and administration. In performing its obligations hereunder, including but not limited to, the power and authority, subject to the terms hereof (i) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds and other Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that neither the Master Servicer nor any Servicer shall act take any action that is inconsistent with or prejudices the interests of the Trust Fund or the Certificateholders in a manner consistent with Accepted Master Servicing Practices. Furthermoreany Mortgage Loan or the rights and interests of the Depositor, the Master Servicer shall oversee and consult with Trustee, the Servicer as necessary from time-to-time to carry out Trust Administrator or 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 Certificateholders under the applicable Servicing this Agreement. The Master Servicer and each Servicer shall independently represent and separately monitor protect the Servicer's servicing activities with respect to each related interests of the Trust Fund in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan, reconcile the results and shall not make or permit any modification, waiver or amendment of such monitoring with such information provided any Mortgage Loan which would cause any REMIC created hereunder to fail to qualify as a REMIC or result in the previous sentence on a monthly basis and coordinate corrective adjustments to imposition of any tax under Section 860F(a) or Section 860G(d) of the Servicer's and Master Servicer's records, and based on such reconciled and corrected informationCode. Without limiting the generality of the foregoing, the Master Servicer shall provide such information to and each Servicer, in its own name or in the Securities Administrator as shall be necessary in order for it to prepare name of the statements specified in Section 4.03Depositor and the Trustee, is hereby authorized and prepare any other information empowered by the Depositor, the Trustee and statements required to be forwarded by the Trust Administrator, when the Master Servicer hereunderor such Servicer believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Trust Administrator, the Depositor, the Certificateholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to the Mortgage Loans, and with respect to the Mortgaged Properties held for the benefit of the Certificateholders. The Master Servicer and each Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Servicer prepare and deliver to the Custodial Account pursuant to Depositor and/or the applicable Servicing Agreement. The Trustee shall furnish and/or the Servicer Trust Administrator such documents requiring execution and the Master Servicer with any powers delivery by either or both of attorney and other documents in form them as provided to it are necessary or appropriate to enable the Servicer and the Master Servicer or such Servicer to master servicer and administer or service and administer the Mortgage Loans, as applicable, to the extent that the Master Servicer or such Servicer is not permitted to execute and deliver such documents pursuant to the preceding sentence. Upon receipt of such documents, the Depositor and/or the Trustee or the Trust Administrator shall execute such documents and deliver them to the Master Servicer or such Servicer, as applicable. In accordance with the standards of the preceding paragraph and unless determined in good faith to be a Nonrecoverable Advance, each Servicer shall advance or cause to be advanced funds, as necessary for the purpose of effecting the payment of taxes and assessments on the Mortgaged Properties related to Non-Designated Mortgage Loans, which advances constitute Servicing Advances and shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.06, and further as provided in Section 3.08. In no event will any Servicer be required to make any Servicing Advance that would constitute a Nonrecoverable Advance. The costs incurred by a Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties related to Non-Designated Mortgage Loans and REO Property. The Trustee related insurance premiums shall provide access to not, for the records and documentation in possession purpose of the Trustee regarding the related Mortgage Loans and REO Property and the servicing thereof calculating monthly distributions to the Certificateholders, be added to the NIMS InsurerStated Principal Balances of the related Non-Designated Mortgage Loans, notwithstanding that the terms of such Non-Designated Mortgage Loans so permit. Each Servicer hereby acknowledges that, to the extent such Servicer has previously serviced some or all of the Non-Designated Mortgage Loans pursuant to another servicing agreement, the FDICprovisions contained in this Agreement shall supersede the provisions contained in such other servicing agreement from and after the Closing Date, except that such other servicing agreement shall survive and the supervisory agents govern with respect to excess servicing fees and examiners of the FDICtermination without cause. In addition, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the Trustee; provided, however, that, unless otherwise required by law, the Trustee shall not be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee's actual costs. The Trustee shall execute and deliver to the Servicer and the Master Servicer hereby acknowledges that, to the extent the Master Servicer or any court pleadingsDesignated Servicer has previously serviced some or all of the Designated Mortgage Loans pursuant to another servicing agreement, requests for trustee's sale or the provisions contained in the related Designated Servicing Agreement shall supersede the provisions contained in such other documents necessary or desirable servicing agreement from and after the Closing Date. Notwithstanding anything in this Agreement to the contrary, (i) the foreclosure purchase of any WMMSC Serviced Mortgage Loan by any Person shall be subject to the rights of WMMSC to continue servicing such WMMSC Serviced Mortgage Loan for the same Servicing Fee substantially in accordance with the terms of this Agreement, (ii) the purchase of any Xxxxx Fargo Serviced CORE Mortgage Loan by any Person shall be subject to the rights of Xxxxx Fargo to continue servicing such Xxxxx Fargo Serviced CORE Mortgage Loan for the same Servicing Fee substantially in accordance with the terms of this Agreement and (iii) the purchase of any Bank of America Serviced Mortgage Loan by any Person shall be subject to the rights of Bank of America to continue servicing such Bank of America Serviced Mortgage Loan for the same Servicing Fee substantially in accordance with the terms of this Agreement. The related Servicer, other than WMMSC, will fully furnish, in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company, on a monthly basis. With respect to each WMMSC Serviced Mortgage Loan, WMMSC will furnish information regarding its borrower credit files to credit reporting agencies in compliance with the provisions of the Fair Credit Reporting Act and its implementing regulations applicable to WMMSC. Each Servicer is authorized and empowered, on behalf of the Certificateholders and the Trustee, in its own name or trustee's sale in the name of any Sub-Servicer, when a Servicer or any Sub-Servicer, as the case may be, believes it appropriate in its best judgment to register any related Mortgage Loan on the MERS® System, or cause the removal from the registration of such Mortgage Loan on the MERS® System, to execute and deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor on Mortgage in the Mortgage Note or Security Instrument; (iii) obtain a deficiency judgment against name of MERS, solely as nominee for the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or Security Instrument or otherwise available at law or equityTrustee and its successors and assigns.

Administration and Servicing of Mortgage Loans. (a) 2.1. The Master Servicer shall supervise, monitor and oversee the obligation of the Servicer to Act as the Servicer. The Servicer, as an independent contractor, shall service and administer the Mortgage Loans on an actual/actual basis in accordance with the terms of the related this Agreement, in accordance with Accepted Servicing Agreement Practices, and shall have full power and authority authority, acting alone or through the delegation of duties to third party servicing providers, to do any and all things in connection with such servicing and administration which it the Servicer may deem necessary or desirable desirable, consistent with the terms of this Agreement. The Servicer may perform its servicing responsibilities through agents or independent contractors, provided, however, that in connection no event will the Servicer delegate oversight of servicing, interaction with such master servicing the Owner or the Custodian, administration of accounts or reporting and administrationin no event will the Servicer be released from any of its responsibilities hereunder on account of any delegation. In performing its obligations hereunderUnless otherwise agreed in writing by the Owner, in no event will the Master Servicer shall Owner act in a manner that is not consistent with Accepted Master the Approval Matrix or the Agreed Servicing PracticesGuidelines. FurthermoreFrom and after the initial Effective Date, the Master Servicer shall oversee assume responsibility under this Agreement to service and consult administer additional Mortgage Loans upon the delivery, in accordance with all reasonable instructions and directions which the Servicer may give to the Owner, of the related New Loan Data File and all related Mortgage Loan Documents by the Owner. To the extent available to the Owner and not otherwise available to the Servicer, the Owner shall provide the New Loan Data File for each Mortgage Loan to the Servicer no event later than fifteen (15) days before the Servicer is expected to perform servicing on that Mortgage Loan. To the extent available to the Owner and not otherwise available to the Servicer, the Owner shall notify the Servicer within two (2) Business Days, in writing, of any changes in the information contained in the New Loan Data File. The Owner agrees to take such actions under the Custodial Agreement as are required of the Owner in connection 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 delivery to the Master Servicer of copies of the Mortgage Note, the Mortgage or any other documents which are held 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 applicable Servicing Agreement. The Master Servicer shall independently and separately monitor the Servicer's servicing activities Custodian with respect to each related a Mortgage Loan that the Servicer deems reasonably necessary in connection with its performance of the servicing of said Mortgage Loan. The Servicer shall cooperate with the Owner in connection with the transfer of the servicing rights and obligations with respect to the Mortgage Loans. The Servicer shall have no liability hereunder and shall be excused from performance to the extent that such liability or failure to perform is related to the fact that the Servicer has not been provided with the Mortgage Loan Documents. Consistent with the terms of this Agreement, reconcile the results Servicer may waive, modify or vary any term of any Mortgage Loan or consent to the postponement of strict compliance with any such monitoring with such information provided term or in any manner grant indulgence to any Mortgagor if in the previous sentence on a monthly basis Servicer’s reasonable and coordinate corrective adjustments prudent determination such waiver, modification, postponement or indulgence is not materially adverse to the Owner and provided that in no event will Servicer (i) make any such waiver, modification, variance or consent unless permitted under the Agreed Servicing Guidelines and/or the Approval Matrix or (ii) make any future advances with respect to a Mortgage Loan. Unless the Mortgagor is in default with respect to the Mortgage Loan or such default is, in the judgment of the Servicer's , either imminent or reasonably foreseeable, the Servicer shall not accept short sales or partial payments in full satisfaction of any payment obligation, grant forbearances or permit any modification with respect to any Mortgage Loan that would change the Mortgage Interest Rate, defer or forgive the payment of principal (except for actual payments of principal), capitalize arrearages or change the final maturity date on any Mortgage Loan (a “Prohibited Modification”). Notwithstanding the foregoing sentence, the Servicer may permit a Prohibited Modification if the Owner has consented to the same in writing or the Servicer has reasonably determined that such activities are necessary and Master Servicer's recordsdesirable and in the best interests of the Owner to maximize recovery of principal and interest over the life of the Mortgage Loans. Without limiting the generality of the foregoing, the Servicer shall continue, and based is hereby authorized and empowered, to execute and deliver on such reconciled behalf of itself and corrected informationthe Owner, all instruments of satisfaction or cancellation, or of partial or full release, discharge and all other comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Properties. If reasonably required by the Servicer, the Master Servicer shall provide such information to the Securities Administrator as shall be necessary in order for it to prepare the statements specified in Section 4.03, and prepare any other information and statements required to be forwarded by the Master Servicer hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Servicer to the Custodial Account pursuant to the applicable Servicing Agreement. The Trustee Owner shall furnish the Servicer and the Master Servicer with any powers of attorney and other documents in form as provided to it necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. Unless the Master Servicer agrees for specified Mortgage Loans, the Owner shall not make any Mortgage Loan subject to this Agreement for which the Owner or the Servicer has knowledge that there may be a legal issue regarding the Mortgage Loan, including without limitation, fraudulent origination, theft or identity, or failure to comply with applicable laws and regulations in the origination or prior servicing of the Mortgage Loan. The Owner shall notify the Servicer in writing of those Mortgage Loans, if any, that have been subject to a report to a governmental agency with regard to alleged fraud or identity theft. The Servicer’s assumption of the responsibility to service and administer the related such Mortgage Loans and REO Property. The Trustee Loan, if any, shall provide access to the records and documentation in possession not constitute a waiver of the Trustee regarding the related Mortgage Loans and REO Property and the servicing thereof Servicer’s rights to the Certificateholders, the NIMS Insurer, 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; provided, however, that, unless indemnification as otherwise required by law, the Trustee shall not be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee's actual costs. The Trustee shall execute and deliver to the Servicer and the Master Servicer any court pleadings, requests for trustee's sale or other documents necessary or desirable to (i) the foreclosure or trustee's sale with respect to a Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note or Security Instrument; (iii) obtain a deficiency judgment against the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or Security Instrument or otherwise available at law or equityin this Agreement.

Administration and Servicing of Mortgage Loans. (a) The SECTION 3.01 Master Servicer shall supervise, monitor Servicing and oversee the obligation Servicing of Mortgage Loans. For and on behalf of the Servicer to Certificateholders, as independent contractors of the Trustee, (i) each Servicer, severally and not jointly, shall service and administer the related Non-Designated Mortgage Loans in accordance with the terms of this Agreement and with Accepted Servicing Practices and with all applicable requirements of the Servicing Criteria, (ii) the Master Servicer shall, in accordance with Section 3.03 of this Agreement, master service and administer the Non-Designated Mortgage Loans by overseeing and enforcing the servicing of the Non-Designated Mortgage Loans by the related Servicing Servicer according to the terms of this Agreement and (iii) the Master Servicer shall, in accordance with the Section 3.20 of this Agreement, master service and administer the Designated Mortgage Loans by overseeing and enforcing the servicing of the Designated Mortgage Loans by the related Designated Servicer according to the terms of the related Designated Servicing Agreement. The obligations of each of SPS, Xxxxx Fargo and Banco Popular hereunder to service and administer the Mortgage Loans shall be limited to SPS Serviced Mortgage Loans, Xxxxx Fargo Serviced Mortgage Loans, Xxxxx Fargo Serviced CORE Mortgage Loans and Banco Popular Serviced Mortgage Loans, respectively; and with respect to the duties and obligations of each Servicer, references herein to related “Mortgage Loans” shall be limited to the SPS Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties) in the case of SPS, the Xxxxx Fargo Serviced Mortgage Loans and the Xxxxx Fargo Serviced CORE Mortgage Loans (and the related proceeds thereof and related REO Properties) in the case of Xxxxx Fargo, the Banco Popular Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties), in the case of Banco Popular (and the related proceeds thereof and related REO Properties); and in no event shall any Servicer have any responsibility or liability with respect to any of the other Mortgage Loans. The obligations of the Master Servicer to master service and administer the Mortgage Loans shall be limited to the SPS Serviced Mortgage Loans, the Xxxxx Fargo Serviced Mortgage Loans, the Banco Popular Serviced Mortgage Loans and the Designated Mortgage Loans. In connection with such servicing and administration of the Non-Designated Mortgage Loans, the Master Servicer and each Servicer shall have full power and authority authority, acting alone and/or, with respect to any Servicer, through Sub-Servicers as provided in Section 3.02 hereof, to do or cause to be done any and all things which that it may deem necessary or desirable in connection with such master servicing and administration. In performing its obligations hereunder, including but not limited to, the power and authority, subject to the terms hereof (i) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds and other Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that neither the Master Servicer nor any Servicer shall act take any action that is inconsistent with or prejudices the interests of the Trust Fund or the Certificateholders in a manner consistent with Accepted Master Servicing Practices. Furthermoreany Mortgage Loan or the rights and interests of the Depositor, the Master Servicer shall oversee and consult with Trustee, the Servicer as necessary from time-to-time to carry out Trust Administrator or 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 Certificateholders under the applicable Servicing this Agreement. The Master Servicer and each Servicer shall independently represent and separately monitor protect the Servicer's servicing activities with respect to each related interests of the Trust Fund in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan, reconcile the results and shall not make or permit any modification, waiver or amendment of such monitoring with such information provided any Mortgage Loan which would cause any REMIC created hereunder to fail to qualify as a REMIC or result in the previous sentence on a monthly basis and coordinate corrective adjustments to imposition of any tax under Section 860F(a) or Section 860G(d) of the Servicer's and Master Servicer's records, and based on such reconciled and corrected informationCode. Without limiting the generality of the foregoing, the Master Servicer shall provide such information to and each Servicer, in its own name or in the Securities Administrator as shall be necessary in order for it to prepare name of the statements specified in Section 4.03Depositor and the Trustee, is hereby authorized and prepare any other information empowered by the Depositor, the Trustee and statements required to be forwarded by the Trust Administrator, when the Master Servicer hereunderor such Servicer believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Trust Administrator, the Depositor, the Certificateholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to the Mortgage Loans, and with respect to the Mortgaged Properties held for the benefit of the Certificateholders. The Master Servicer and each Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Servicer prepare and deliver to the Custodial Account pursuant to Depositor and/or the applicable Servicing Agreement. The Trustee shall furnish and/or the Servicer Trust Administrator such documents requiring execution and the Master Servicer with any powers delivery by either or both of attorney and other documents in form them as provided to it are necessary or appropriate to enable the Servicer and the Master Servicer or such Servicer to master servicer and administer or service and administer the Mortgage Loans, as applicable, to the extent that the Master Servicer or such Servicer is not permitted to execute and deliver such documents pursuant to the preceding sentence. Upon receipt of such documents, the Depositor and/or the Trustee or the Trust Administrator shall execute such documents and deliver them to the Master Servicer or such Servicer, as applicable. In accordance with the standards of the preceding paragraph and unless determined in good faith to be a Nonrecoverable Advance, each Servicer shall advance or cause to be advanced funds, as necessary for the purpose of effecting the payment of taxes and assessments on the Mortgaged Properties related to Non-Designated Mortgage Loans, which advances constitute Servicing Advances and shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.06, and further as provided in Section 3.08. In no event will any Servicer be required to make any Servicing Advance that would constitute a Nonrecoverable Advance. The costs incurred by a Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties related to Non-Designated Mortgage Loans and REO Property. The Trustee related insurance premiums shall provide access to not, for the records and documentation in possession purpose of the Trustee regarding the related Mortgage Loans and REO Property and the servicing thereof calculating monthly distributions to the Certificateholders, be added to the NIMS Insurer, the FDIC, and the supervisory agents and examiners Stated Principal Balances of the FDICrelated Non-Designated Mortgage Loans, notwithstanding that the terms of such access being afforded only upon reasonable prior written request and during normal business hours at the office of the TrusteeNon-Designated Mortgage Loans so permit; provided, however, that the limitations contained in this sentence will not apply to modifications made pursuant to Section 3.05(b). The parties to this Agreement acknowledge that Servicing Advances shall be reimbursable pursuant to Section 3.08 and agree that no Servicing Advances shall be rejected or disallowed by any party unless such Servicing Advance is not reimbursable under the terms of this Agreement Each Servicer hereby acknowledges that, unless otherwise required by lawto the extent such Servicer has previously serviced some or all of the Non-Designated Mortgage Loans pursuant to another servicing agreement, the Trustee provisions contained in this Agreement shall not be required supersede the provisions contained in such other servicing agreement from and after the Closing Date, except that such other servicing agreement shall survive and govern with respect to provide access to such records excess servicing fees and documentation if the provision thereof would violate the legal right to privacy of any Mortgagortermination without cause. The Trustee shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee's actual costs. The Trustee shall execute and deliver to the Servicer and In addition, the Master Servicer hereby acknowledges that, to the extent the Master Servicer or any court pleadingsDesignated Servicer has previously serviced some or all of the Designated Mortgage Loans pursuant to another servicing agreement, requests the provisions contained in the related Designated Servicing Agreement shall supersede the provisions contained in such other servicing agreement from and after the Closing Date. Notwithstanding anything in this Agreement to the contrary, the purchase of any Xxxxx Fargo Serviced CORE Mortgage Loan by any Person shall be subject to the rights of Xxxxx Fargo to continue servicing such Xxxxx Fargo Serviced CORE Mortgage Loan for trustee's sale the same Servicing Fee substantially in accordance with the terms of this Agreement. The related Servicer will fully furnish, in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company, on a monthly basis. Each Servicer is authorized and empowered, on behalf of the Certificateholders and the Trustee, in its own name or in the name of any Sub-Servicer, when a Servicer or any Sub-Servicer, as the case may be, believes it appropriate in its best judgment to register any related Mortgage Loan on the MERS® System, or cause the removal from the registration of such Mortgage Loan on the MERS® System, to execute and deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of assignment and other documents necessary or desirable to (i) the foreclosure or trustee's sale comparable instruments with respect to such assignment or re-recording of a Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor on Mortgage in the Mortgage Note or Security Instrument; (iii) obtain a deficiency judgment against name of MERS, solely as nominee for the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or Security Instrument or otherwise available at law or equityTrustee and its successors and assigns.

Administration and Servicing of Mortgage Loans. (a) Section 4.01 Company to Act as Servicer. The Master Servicer Company, as independent contract servicer, shall supervise, monitor and oversee the obligation of the Servicer to service and administer the Mortgage Loans in accordance with the terms of this Agreement and the related Term Sheet and 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 the Company may deem necessary or desirable and consistent with the terms of this Agreement and the related Term Sheet and with Accepted Servicing Practices and exercise the same care that it customarily employs for its own account. Except as set forth in this Agreement and the related Term Sheet, the Company shall service the Mortgage Loans in strict compliance with the servicing provisions of the Xxxxxx Xxx Guides (special servicing option), which include, but are not limited to, provisions regarding the liquidation of Mortgage Loans, the collection of Mortgage Loan payments, the payment of taxes, insurance and other charges, the maintenance of hazard insurance with a Qualified Insurer, the maintenance of mortgage impairment insurance, the maintenance of fidelity bond and errors and omissions insurance, inspections, the restoration of Mortgaged Property, the maintenance of Primary Mortgage Insurance Policies, insurance claims, the title, management and disposition of REO Property, permitted withdrawals with respect to REO Property, liquidation reports, and reports of foreclosures and abandonments of Mortgaged Property, the transfer of Mortgaged Property, the release of Mortgage Files, annual statements, and examination of records and facilities. In the event of any conflict, inconsistency or discrepancy between any of the servicing provisions of this Agreement and the related Term Sheet and any of the servicing provisions of the Xxxxxx Mae Guides, the provisions of this Agreement and the related Term Sheet shall control and be binding upon the Purchaser and the Company. Consistent with the terms of this Agreement and the related Term Sheet, the Company may waive, modify or vary any term of any Mortgage Loan or consent to the postponement of any such term or in any manner grant indulgence to any Mortgagor if in the Company's reasonable and prudent determination such waiver, modification, postponement or indulgence is not materially adverse to the Purchaser, provided, however, that unless the Company has obtained the prior written consent of the Purchaser, the Company shall not permit any modification with respect to any Mortgage Loan that would change the Mortgage Interest Rate, defer for more than ninety days or forgive any payment of principal or interest, reduce or increase the outstanding principal balance (except for actual payments of principal) or change the final maturity date on such Mortgage Loan. In the event of any such modification which has been agreed to in writing by the Purchaser and which permits the deferral of interest or principal payments on any Mortgage Loan, the Company shall, on the Business Day immediately preceding the Remittance Date in any month in which any such principal or interest payment has been deferred, deposit in the Custodial Account from its own funds, in accordance with Section 4.04, the difference between (a) such month's principal and one month's interest at the Mortgage Loan Remittance Rate on the unpaid principal balance of such Mortgage Loan and (b) the amount paid by the Mortgagor. The Company shall be entitled to reimbursement for such advances to the same extent as for all other advances pursuant to Section 4.05. Without limiting the generality of the foregoing, the Company shall continue, and is hereby authorized and empowered, to prepare, execute and deliver, all instruments of satisfaction or cancellation, or of partial or full release, discharge and all other comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Properties. Notwithstanding anything herein to the contrary, the Company may not enter into a forbearance agreement or similar arrangement with respect to any Mortgage Loan which runs more than 180 days after the first delinquent Due Date. Any such agreement shall be approved by Purchaser and, if required, by the Primary Mortgage Insurance Policy insurer, if required. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not make or permit any modification, waiver or amendment of any term of any Mortgage Loan that would cause any REMIC created under the trust agreement pursuant to any Reconstitution 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. The Company shall not permit the creation of any "interests" (within the meaning of Section 860G of the Code) in any REMIC. The Company shall not enter into any arrangement by which a REMIC will receive a fee or other compensation for services nor permit a REMIC to receive any income from assets other than "qualified mortgages" as defined in Section 860G(a)(3) of the Code or "permitted investments" as defined in Section 860G(a)(5) of the Code. In servicing and administering the Mortgage Loans, the Company shall employ Accepted Servicing Practices, giving due consideration to the Purchaser's reliance on the Company. Unless a different time period is stated in this Agreement or the related Term Sheet, Purchaser shall be deemed to have given consent in connection with a particular matter if Purchaser does not affirmatively grant or deny consent within five (5) Business Days from the date Purchaser receives a second written request for consent for such master matter from Company as servicer. The Mortgage Loans may be subserviced by a Subservicer on behalf of the Company provided that the Subservicer is an entity that engages in the business of servicing loans, and administrationin either case shall be authorized to transact business, and licensed to service mortgage loans, in the state or states where the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the Subservicer to perform its obligations hereunder and under the Subservicing Agreement, and in either case shall be a FHLMC or Xxxxxx Xxx approved mortgage servicer in good standing, and no event has occurred, including but not limited to a change in insurance coverage, which would make it unable to comply with the eligibility requirements for lenders imposed by Xxxxxx Mae or for seller/servicers imposed by Xxxxxx Xxx or FHLMC, or which would require notification to Xxxxxx Mae or FHLMC. In performing addition, each Subservicer will obtain and preserve its obligations hereunderqualifications to do business as a foreign corporation and its licenses to service mortgage loans, in each jurisdiction in which such qualifications and/or licenses are or shall be necessary to protect the Master Servicer shall act in a manner consistent with Accepted Master Servicing Practices. Furthermorevalidity and enforceability of this Agreement, or any of the Master Servicer shall oversee Mortgage Loans 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 or cause to be performed or observed by the Servicer its duties under the applicable Servicing related Subservicing Agreement. The Master Servicer Company may perform any of its servicing responsibilities hereunder or may cause the Subservicer to perform any such servicing responsibilities on its behalf, but the use by the Company of the Subservicer shall independently not release the Company from any of its obligations hereunder and separately monitor the ServicerCompany shall remain responsible hereunder for all acts and omissions of the Subservicer as fully as if such acts and omissions were those of the Company. The Company shall pay all fees and expenses of the Subservicer from its own funds, and the Subservicer's fee shall not exceed the Servicing Fee. Company shall notify Purchaser promptly in writing upon the appointment of any Subservicer. At the cost and expense of the Company, without any right of reimbursement from the Custodial Account, the Company shall be entitled to terminate the rights and responsibilities of the Subservicer and arrange for any servicing activities with respect responsibilities to each related Mortgage Loan, reconcile be performed by a successor subservicer meeting the results of such monitoring with such information provided requirements in the previous sentence on a monthly basis and coordinate corrective adjustments to the Servicer's and Master Servicer's recordspreceding paragraph, and based on such reconciled and corrected informationprovided, the Master Servicer shall provide such information to the Securities Administrator as however, that nothing contained herein shall be necessary in order for it deemed to prepare prevent or prohibit the statements specified in Section 4.03Company, and prepare any other information and statements required to be forwarded by at the Master Servicer hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Servicer to the Custodial Account pursuant to the applicable Servicing Agreement. The Trustee shall furnish the Servicer and the Master Servicer with any powers of attorney and other documents in form as provided to it necessary or appropriate to enable the Servicer and the Master Servicer Company's option, from electing to service and administer the related Mortgage Loans itself. In the event that the Company's responsibilities and REO Propertyduties under this Agreement are terminated pursuant to Section 4.13, 8.04, 9.01 or 10.01 and if requested to do so by the Purchaser, the Company shall at its own cost and expense terminate the rights and responsibilities of the Subservicer effective as of the date of termination of the Company. The Trustee Company shall provide access pay all fees, expenses or penalties necessary in order to terminate the rights and responsibilities of the Subservicer from the Company's own funds without reimbursement from the Purchaser. Notwithstanding any of the provisions of this Agreement relating to agreements or arrangements between the Company and the Subservicer or any reference herein to actions taken through the Subservicer or otherwise, the Company shall not be relieved of its obligations to the records Purchaser and documentation in possession shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage Loans. The Company shall be entitled to enter into an agreement with the Subservicer for indemnification of the Trustee regarding Company by the related Subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. The Company will indemnify and hold Purchaser harmless from any loss, liability or expense arising out of its use of a Subservicer to perform any of its servicing duties, responsibilities and obligations hereunder. Any Subservicing Agreement and any other transactions or services relating to the Mortgage Loans involving the Subservicer shall be deemed to be between the Subservicer and REO Property and the servicing thereof to the Certificateholders, the NIMS Insurer, the FDICCompany alone, and the supervisory agents and examiners of the FDICPurchaser shall have no obligations, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the Trustee; provided, however, that, unless otherwise required by law, the Trustee shall not be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee's actual costs. The Trustee shall execute and deliver to the Servicer and the Master Servicer any court pleadings, requests for trustee's sale duties or other documents necessary or desirable to (i) the foreclosure or trustee's sale liabilities with respect to a Mortgaged Property; (ii) any legal action brought the Subservicer including no obligation, duty or liability of Purchaser to obtain judgment against any Mortgagor on pay the Mortgage Note or Security Instrument; (iii) obtain a deficiency judgment against the Mortgagor; or (iv) enforce any other rights or remedies provided Subservicer's fees and expenses. For purposes of distributions and advances by the Company pursuant to this Agreement, the Company shall be deemed to have received a payment on a Mortgage Note or Security Instrument or otherwise available at law or equityLoan when the Subservicer has received such payment.

Administration and Servicing of Mortgage Loans. (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 related 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 ’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 applicable Servicing Agreement. The Master Servicer shall independently and separately monitor the Servicer's ’s servicing activities 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 the Servicer's ’s and Master Servicer's ’s records, and based on such reconciled and corrected information, the Master Servicer shall provide such information to the Securities Administrator as shall be necessary in order for it to prepare the statements specified in Section 4.03, and prepare any other information and statements required to be forwarded by the Master Servicer hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Servicer to the Custodial Distribution Account pursuant to the applicable Servicing Agreement. In addition to the foregoing, in connection with a modification of any Mortgage Loan by the Servicer, if the Master Servicer is unable to enforce the obligations of the Servicer with respect to such modification, the Master Servicer shall notify the Depositor and the Certificate Insurer of such Servicer’s failure to comply with the terms of the Servicing Agreement or this Agreement. If the 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 Servicer outlining the terms of such modification and appropriate supporting documentation, the Master Servicer determines that the modification is permitted under the terms of the Servicing Agreement and that any conditions to such modification set forth in the Servicing Agreement have been satisfied. Furthermore, if the 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 related to a defaulted Mortgage Loan (to the extent it receives notice of such from the 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 Servicing Agreement, and the Master Servicer shall notify the Depositor and the Certificate Insurer in any case in which the Master Servicer believes that the Servicer is not complying with such timeframes and/or other requirements. The Trustee shall furnish the Servicer and the Master Servicer with any powers a separate power of attorney in the standard form used by the Trustee in the form of Exhibit R to the extent necessary and other documents in form as provided to it necessary or appropriate to enable the Servicer and the Master Servicer to service and administer the related Mortgage Loans and REO Property. The Trustee shall not be liable for the actions of any Servicer or the Master Servicer under such powers of attorney. The Trustee shall provide access to the records and documentation in possession of the Trustee regarding the related Mortgage Loans and REO Property and the servicing thereof to the CertificateholdersCertificate Insurer, the NIMS InsurerCertificateholders, 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; provided, however, that, unless otherwise required by law, the Trustee shall not be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee's ’s actual costs. The Trustee shall execute and deliver to the Servicer and the Master Servicer any court pleadings, requests for trustee's ’s sale or other documents necessary or desirable 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 Security Instrumentsecurity instrument; (iii) obtain a deficiency judgment against the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or Security Instrument security instrument or otherwise available at law or equity.

Administration and Servicing of Mortgage Loans. (a) The SECTION 3.01 Master Servicer shall supervise, monitor Servicing and oversee the obligation Servicing of Mortgage Loans. For and on behalf of the Servicer to Certificateholders, as independent contractors of the Trustee, (i) each Servicer, severally and not jointly, shall service and administer the related Non-Designated Mortgage Loans in accordance with the terms of this Agreement and with Accepted Servicing Practices and with all applicable requirements of the Servicing Criteria, (ii) the Master Servicer shall, in accordance with Section 3.03 of this Agreement, master service and administer the Non-Designated Mortgage Loans by overseeing and enforcing the servicing of the Non-Designated Mortgage Loans by the related Servicing Servicer according to the terms of this Agreement and (iii) the Master Servicer shall, in accordance with the Section 3.20 of this Agreement, master service and administer the Designated Mortgage Loans by overseeing and enforcing the servicing of the Designated Mortgage Loans by the related Designated Servicer according to the terms of the related Designated Servicing Agreement. The obligations of each of SPS, GreenPoint, Xxxxx Fargo and Banco Popular hereunder to service and administer the Mortgage Loans shall be limited to SPS Serviced Mortgage Loans, GreenPoint Serviced Mortgage Loans, Xxxxx Fargo Serviced Mortgage Loans, Xxxxx Fargo Serviced CORE Mortgage Loans and Banco Popular Serviced Mortgage Loans, respectively; and with respect to the duties and obligations of each Servicer, references herein to related “Mortgage Loans” shall be limited to the SPS Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties) in the case of SPS, the Xxxxx Fargo Serviced Mortgage Loans and the Xxxxx Fargo Serviced CORE Mortgage Loans (and the related proceeds thereof and related REO Properties) in the case of Xxxxx Fargo, the GreenPoint Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties), in the case of GreenPoint, the Banco Popular Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties) in the case of Banco Popular (and the related proceeds thereof and related REO Properties); and in no event shall any Servicer have any responsibility or liability with respect to any of the other Mortgage Loans. The obligations of the Master Servicer to master service and administer the Mortgage Loans shall be limited to the SPS Serviced Mortgage Loans, the GreenPoint Serviced Mortgage Loans, the Xxxxx Fargo Serviced Mortgage Loans, the Banco Popular Serviced Mortgage Loans and the Designated Mortgage Loans. In connection with such servicing and administration of the Non-Designated Mortgage Loans, the Master Servicer and each Servicer shall have full power and authority authority, acting alone and/or, with respect to any Servicer, through Sub-Servicers as provided in Section 3.02 hereof, to do or cause to be done any and all things which that it may deem necessary or desirable in connection with such master servicing and administration. In performing its obligations hereunder, including but not limited to, the power and authority, subject to the terms hereof (i) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds and other Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that neither the Master Servicer nor any Servicer shall act take any action that is inconsistent with or prejudices the interests of the Trust Fund or the Certificateholders in a manner consistent with Accepted Master Servicing Practices. Furthermoreany Mortgage Loan or the rights and interests of the Depositor, the Master Servicer shall oversee and consult with Trustee, the Servicer as necessary from time-to-time to carry out Trust Administrator or 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 Certificateholders under the applicable Servicing this Agreement. The Master Servicer and each Servicer shall independently represent and separately monitor protect the Servicer's servicing activities with respect to each related interests of the Trust Fund in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan, reconcile the results and shall not make or permit any modification, waiver or amendment of such monitoring with such information provided any Mortgage Loan which would cause any REMIC created hereunder to fail to qualify as a REMIC or result in the previous sentence on a monthly basis and coordinate corrective adjustments to imposition of any tax under Section 860F(a) or Section 860G(d) of the Servicer's and Master Servicer's records, and based on such reconciled and corrected informationCode. Without limiting the generality of the foregoing, the Master Servicer shall provide such information to and each Servicer, in its own name or in the Securities Administrator as shall be necessary in order for it to prepare name of the statements specified in Section 4.03Depositor and the Trustee, is hereby authorized and prepare any other information empowered by the Depositor, the Trustee and statements required to be forwarded by the Trust Administrator, when the Master Servicer hereunderor such Servicer believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Trust Administrator, the Depositor, the Certificateholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to the Mortgage Loans, and with respect to the Mortgaged Properties held for the benefit of the Certificateholders. The Master Servicer and each Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Servicer prepare and deliver to the Custodial Account pursuant to Depositor and/or the applicable Servicing Agreement. The Trustee shall furnish and/or the Servicer Trust Administrator such documents requiring execution and the Master Servicer with any powers delivery by either or both of attorney and other documents in form them as provided to it are necessary or appropriate to enable the Servicer and the Master Servicer or such Servicer to master servicer and administer or service and administer the Mortgage Loans, as applicable, to the extent that the Master Servicer or such Servicer is not permitted to execute and deliver such documents pursuant to the preceding sentence. Upon receipt of such documents, the Depositor and/or the Trustee or the Trust Administrator shall execute such documents and deliver them to the Master Servicer or such Servicer, as applicable. In accordance with the standards of the preceding paragraph and unless determined in good faith to be a Nonrecoverable Advance, each Servicer shall advance or cause to be advanced funds, as necessary for the purpose of effecting the payment of taxes and assessments on the Mortgaged Properties related to Non-Designated Mortgage Loans, which advances constitute Servicing Advances and shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.06, and further as provided in Section 3.08. In no event will any Servicer be required to make any Servicing Advance that would constitute a Nonrecoverable Advance. The costs incurred by a Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties related to Non-Designated Mortgage Loans and REO Property. The Trustee related insurance premiums shall provide access to not, for the records and documentation in possession purpose of the Trustee regarding the related Mortgage Loans and REO Property and the servicing thereof calculating monthly distributions to the Certificateholders, be added to the NIMS Insurer, the FDIC, and the supervisory agents and examiners Stated Principal Balances of the FDICrelated Non-Designated Mortgage Loans, notwithstanding that the terms of such access being afforded only upon reasonable prior written request and during normal business hours at the office of the TrusteeNon-Designated Mortgage Loans so permit; provided, however, that the limitations contained in this sentence will not apply to modifications made pursuant to Section 3.05(b). The parties to this Agreement acknowledge that Xxxxxxxxx Advances shall be reimbursable pursuant to Section 3.08 and agree that no Servicing Advances shall be rejected or disallowed by any party unless such Servicing Advance is not reimbursable under the terms of this Agreement Each Servicer hereby acknowledges that, unless otherwise required by lawto the extent such Servicer has previously serviced some or all of the Non-Designated Mortgage Loans pursuant to another servicing agreement, the Trustee provisions contained in this Agreement shall not be required supersede the provisions contained in such other servicing agreement from and after the Closing Date, except that such other servicing agreement shall survive and govern with respect to provide access to such records excess servicing fees and documentation if the provision thereof would violate the legal right to privacy of any Mortgagortermination without cause. The Trustee shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee's actual costs. The Trustee shall execute and deliver to the Servicer and In addition, the Master Servicer hereby acknowledges that, to the extent the Master Servicer or any court pleadingsDesignated Servicer has previously serviced some or all of the Designated Mortgage Loans pursuant to another servicing agreement, requests the provisions contained in the related Designated Servicing Agreement shall supersede the provisions contained in such other servicing agreement from and after the Closing Date. Notwithstanding anything in this Agreement to the contrary, the purchase of any Xxxxx Fargo Serviced CORE Mortgage Loan by any Person shall be subject to the rights of Xxxxx Fargo to continue servicing such Xxxxx Fargo Serviced CORE Mortgage Loan for trustee's sale the same Servicing Fee substantially in accordance with the terms of this Agreement. The related Servicer will fully furnish, in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company, on a monthly basis. Each Servicer is authorized and empowered, on behalf of the Certificateholders and the Trustee, in its own name or in the name of any Sub-Servicer, when a Servicer or any Sub-Servicer, as the case may be, believes it appropriate in its best judgment to register any related Mortgage Loan on the MERS® System, or cause the removal from the registration of such Mortgage Loan on the MERS® System, to execute and deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of assignment and other documents necessary or desirable to (i) the foreclosure or trustee's sale comparable instruments with respect to such assignment or re-recording of a Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor on Mortgage in the Mortgage Note or Security Instrument; (iii) obtain a deficiency judgment against name of MERS, solely as nominee for the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or Security Instrument or otherwise available at law or equityTrustee and its successors and assigns.

Administration and Servicing of Mortgage Loans. (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 related 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 applicable Servicing Agreement. The Master Servicer shall independently and separately monitor the Servicer's servicing activities 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 the Servicer's and Master Servicer's records, and based on such reconciled and corrected information, the Master Servicer shall provide such information to the Securities Administrator as shall be necessary in order for it to prepare the statements specified in Section 4.03, and prepare any other information and statements required to be forwarded by the Master Servicer hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Servicer to the Custodial Account pursuant to the applicable Servicing Agreement. The Trustee shall furnish the Servicer and the Master Servicer with any powers of attorney and other documents in form as provided to it necessary or appropriate to enable the Servicer and the Master Servicer to service and administer the related Mortgage Loans and REO Property. The Trustee shall provide access to the records and documentation in possession of the Trustee regarding the related Mortgage Loans and REO Property and the servicing thereof to the Certificateholders, the NIMS Insurer, 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; provided, however, that, unless otherwise required by law, the Trustee shall not be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee's actual costs. The Trustee shall execute and deliver to the Servicer and the Master Servicer any court pleadings, requests for trustee's sale or other documents necessary or desirable to (i) the foreclosure or trustee's sale with respect to a Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note or Security Instrument; (iii) obtain a deficiency judgment against the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or Security Instrument or otherwise available at law or equity.obtain

Administration and Servicing of Mortgage Loans. (a) Section 4.01 Company to Act as Servicer. The Master Servicer Company, as independent contract servicer, shall supervise, monitor and oversee the obligation of the Servicer to service and administer the Mortgage Loans in accordance with the terms of this Agreement and the related Term Sheet and 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 the Company may deem necessary or desirable and consistent with the terms of this Agreement and the related Term Sheet and with Accepted Servicing Practices and exercise the same care that it customarily employs for its own account. Except as set forth in this Agreement and the related Term Sheet, the Company shall service the Mortgage Loans in strict compliance with the servicing provisions of the Fxxxxx Mxx Guides (special servicing option), which include, but are not limited to, provisions regarding the liquidation of Mortgage Loans, the collection of Mortgage Loan payments, the payment of taxes, insurance and other charges, the maintenance of hazard insurance with a Qualified Insurer, the maintenance of mortgage impairment insurance, the maintenance of fidelity bond and errors and omissions insurance, inspections, the restoration of Mortgaged Property, the maintenance of Primary Mortgage Insurance Policies and Lender Primary Mortgage Insurance Policies, insurance claims, the title, management and disposition of REO Property, permitted withdrawals with respect to REO Property, liquidation reports, and reports of foreclosures and abandonments of Mortgaged Property, the transfer of Mortgaged Property, the release of Mortgage Files, annual statements, and examination of records and facilities. In the event of any conflict, inconsistency or discrepancy between any of the servicing provisions of this Agreement and the related Term Sheet and any of the servicing provisions of the Fxxxxx Mae Guides, the provisions of this Agreement and the related Term Sheet shall control and be binding upon the Purchaser and the Company. Consistent with the terms of this Agreement and the related Term Sheet, the Company may waive, modify or vary any term of any Mortgage Loan or consent to the postponement of any such term or in any manner grant indulgence to any Mortgagor if in the Company's reasonable and prudent determination such waiver, modification, postponement or indulgence is not materially adverse to the Purchaser, provided, however, that unless the Company has obtained the prior written consent of the Purchaser, the Company shall not permit any modification with respect to any Mortgage Loan that would change the Mortgage Interest Rate, defer for more than ninety days or forgive any payment of principal or interest, reduce or increase the outstanding principal balance (except for actual payments of principal) or change the final maturity date on such Mortgage Loan. In the event of any such modification which has been agreed to in writing by the Purchaser and which permits the deferral of interest or principal payments on any Mortgage Loan, the Company shall, on the Business Day immediately preceding the Remittance Date in any month in which any such principal or interest payment has been deferred, deposit in the Custodial Account from its own funds, in accordance with Section 4.04, the difference between (a) such month's principal and one month's interest at the Mortgage Loan Remittance Rate on the unpaid principal balance of such Mortgage Loan and (b) the amount paid by the Mortgagor. The Company shall be entitled to reimbursement for such advances to the same extent as for all other advances pursuant to Section 4.05. Without limiting the generality of the foregoing, the Company shall continue, and is hereby authorized and empowered, to prepare, execute and deliver, all instruments of satisfaction or cancellation, or of partial or full release, discharge and all other comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Properties. Notwithstanding anything herein to the contrary, the Company may not enter into a forbearance agreement or similar arrangement with respect to any Mortgage Loan which runs more than 180 days after the first delinquent Due Date. Any such agreement shall be approved by Purchaser and, if required, by the Primary Mortgage Insurance Policy insurer and Lender Primary Mortgage Insurance Policy insurer, if required. Notwithstanding anything in this Agreement to the contrary, if any Mortgage Loan becomes subject to a Pass-Through Transfer, the Company (a) with respect to such Mortgage Loan, shall not permit any modification with respect to such Mortgage Loan that would change the Mortgage Interest Rate and (b) shall not (unless the Mortgagor is in default with respect to such Mortgage Loan or such default is, in the judgment of the Company, reasonably foreseeable) make or permit any modification, waiver or amendment of any term of such Mortgage Loan that would both (i) effect an exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or Treasury regulations promulgated thereunder) and (ii) cause any REMIC to fail to qualify as a REMIC under the Code or the imposition of any tax on "prohibited transactions" or "contributions" after the startup date under the REMIC Provisions. Prior to taking any action with respect to the Mortgage Loans subject to a Pass-Through Transfer, which is not contemplated under the terms of this Agreement, the Company will obtain an Opinion of Counsel acceptable to the trustee in such Pass-Through Transfer with respect to whether such action could result in the imposition of a tax upon any REMIC (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code)(either such event, an "Adverse REMIC Event"), and the Company shall not take any such actions as to which it has been advised that an Adverse REMIC Event could occur. The Company shall not permit the creation of any "interests" (within the meaning of Section 860G of the Code) in any REMIC. The Company shall not enter into any arrangement by which a REMIC will receive a fee or other compensation for services nor permit a REMIC to receive any income from assets other than "qualified mortgages" as defined in Section 860G(a)(3) of the Code or "permitted investments" as defined in Section 860G(a)(5) of the Code. In servicing and administering the Mortgage Loans, the Company shall employ Accepted Servicing Practices, giving due consideration to the Purchaser's reliance on the Company. Unless a different time period is stated in this Agreement or the related Term Sheet, Purchaser shall be deemed to have given consent in connection with a particular matter if Purchaser does not affirmatively grant or deny consent within five (5) Business Days from the date Purchaser receives a second written request for consent for such master matter from Company as servicer. The Mortgage Loans may be subserviced by a Subservicer on behalf of the Company provided that the Subservicer is an entity that engages in the business of servicing loans, and administrationin either case shall be authorized to transact business, and licensed to service mortgage loans, in the state or states where the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the Subservicer to perform its obligations hereunder and under the Subservicing Agreement, and in either case shall be a FHLMC or Fxxxxx Mxx approved mortgage servicer in good standing, and no event has occurred, including but not limited to a change in insurance coverage, which would make it unable to comply with the eligibility requirements for lenders imposed by Fxxxxx Mae or for seller/servicers imposed by Fxxxxx Mxx or FHLMC, or which would require notification to Fxxxxx Mae or FHLMC. In performing addition, each Subservicer will obtain and preserve its obligations hereunderqualifications to do business as a foreign corporation and its licenses to service mortgage loans, in each jurisdiction in which such qualifications and/or licenses are or shall be necessary to protect the Master Servicer shall act in a manner consistent with Accepted Master Servicing Practices. Furthermorevalidity and enforceability of this Agreement, or any of the Master Servicer shall oversee Mortgage Loans 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 or cause to be performed or observed by the Servicer its duties under the applicable Servicing related Subservicing Agreement. The Master Servicer Company may perform any of its servicing responsibilities hereunder or may cause the Subservicer to perform any such servicing responsibilities on its behalf, but the use by the Company of the Subservicer shall independently not release the Company from any of its obligations hereunder and separately monitor the ServicerCompany shall remain responsible hereunder for all acts and omissions of the Subservicer as fully as if such acts and omissions were those of the Company. The Company shall pay all fees and expenses of the Subservicer from its own funds, and the Subservicer's fee shall not exceed the Servicing Fee. Company shall notify Purchaser promptly in writing upon the appointment of any Subservicer. At the cost and expense of the Company, without any right of reimbursement from the Custodial Account, the Company shall be entitled to terminate the rights and responsibilities of the Subservicer and arrange for any servicing activities with respect responsibilities to each related Mortgage Loan, reconcile be performed by a successor subservicer meeting the results of such monitoring with such information provided requirements in the previous sentence on a monthly basis and coordinate corrective adjustments to the Servicer's and Master Servicer's recordspreceding paragraph, and based on such reconciled and corrected informationprovided, the Master Servicer shall provide such information to the Securities Administrator as however, that nothing contained herein shall be necessary in order for it deemed to prepare prevent or prohibit the statements specified in Section 4.03Company, and prepare any other information and statements required to be forwarded by at the Master Servicer hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Servicer to the Custodial Account pursuant to the applicable Servicing Agreement. The Trustee shall furnish the Servicer and the Master Servicer with any powers of attorney and other documents in form as provided to it necessary or appropriate to enable the Servicer and the Master Servicer Company's option, from electing to service and administer the related Mortgage Loans itself. In the event that the Company's responsibilities and REO Propertyduties under this Agreement are terminated pursuant to Section 4.13, 8.04, 9.01 or 10.01 and if requested to do so by the Purchaser, the Company shall at its own cost and expense terminate the rights and responsibilities of the Subservicer effective as of the date of termination of the Company. The Trustee Company shall provide access pay all fees, expenses or penalties necessary in order to terminate the rights and responsibilities of the Subservicer from the Company's own funds without reimbursement from the Purchaser. Notwithstanding any of the provisions of this Agreement relating to agreements or arrangements between the Company and the Subservicer or any reference herein to actions taken through the Subservicer or otherwise, the Company shall not be relieved of its obligations to the records Purchaser and documentation in possession shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage Loans. The Company shall be entitled to enter into an agreement with the Subservicer for indemnification of the Trustee regarding Company by the related Subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. The Company will indemnify and hold Purchaser harmless from any loss, liability or expense arising out of its use of a Subservicer to perform any of its servicing duties, responsibilities and obligations hereunder. Any Subservicing Agreement and any other transactions or services relating to the Mortgage Loans involving the Subservicer shall be deemed to be between the Subservicer and REO Property and the servicing thereof to the Certificateholders, the NIMS Insurer, the FDICCompany alone, and the supervisory agents and examiners of the FDICPurchaser shall have no obligations, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the Trustee; provided, however, that, unless otherwise required by law, the Trustee shall not be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee's actual costs. The Trustee shall execute and deliver to the Servicer and the Master Servicer any court pleadings, requests for trustee's sale duties or other documents necessary or desirable to (i) the foreclosure or trustee's sale liabilities with respect to a Mortgaged Property; (ii) any legal action brought the Subservicer including no obligation, duty or liability of Purchaser to obtain judgment against any Mortgagor on pay the Mortgage Note or Security Instrument; (iii) obtain a deficiency judgment against the Mortgagor; or (iv) enforce any other rights or remedies provided Subservicer's fees and expenses. For purposes of distributions and advances by the Company pursuant to this Agreement, the Company shall be deemed to have received a payment on a Mortgage Note or Security Instrument or otherwise available at law or equityLoan when the Subservicer has received such payment.

Administration and Servicing of Mortgage Loans. (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 related 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 ’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 applicable Servicing Agreement. The Master Servicer shall independently and separately monitor the Servicer's ’s servicing activities 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 the Servicer's ’s and Master Servicer's ’s records, and based on such reconciled and corrected information, the Master Servicer shall provide such information to the Securities Administrator as shall be necessary in order for it to prepare the statements specified in Section 4.03, and prepare any other information and statements required to be forwarded by the Master Servicer hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Servicer to the Custodial Account pursuant to the applicable Servicing Agreement. The Trustee shall furnish the Servicer and the Master Servicer with any powers of attorney and other documents in form as provided to it necessary or appropriate to enable the Servicer and the Master Servicer to service and administer the related Mortgage Loans and REO Property. The Trustee shall provide access to the records and documentation in possession of the Trustee regarding the related Mortgage Loans and REO Property and the servicing thereof to the Certificateholders, the NIMS Insurer, 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; provided, however, that, unless otherwise required by law, the Trustee shall not be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee's ’s actual costs. The Trustee shall execute and deliver to the Servicer and the Master Servicer any court pleadings, requests for trustee's ’s sale or other documents necessary or desirable 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 Security Instrument; (iii) obtain a deficiency judgment against the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or Security Instrument or otherwise available at law or equity.

Administration and Servicing of Mortgage Loans. (a) The SECTION 3.01 Master Servicer shall supervise, monitor Servicing and oversee the obligation Servicing of Mortgage Loans. For and on behalf of the Servicer to Certificateholders, as independent contractors of the Trustee, (i) each Servicer, severally and not jointly, shall service and administer the related Non-Designated Mortgage Loans in accordance with the terms of this Agreement and with Accepted Servicing Practices and with all applicable requirements of the Servicing Criteria, (ii) the Master Servicer shall, in accordance with Section 3.03 of this Agreement, master service and administer the Non-Designated Mortgage Loans (other than the WMMSC Serviced Mortgage Loans) by overseeing and enforcing the servicing of the Non-Designated Mortgage Loans by the related Servicing Servicer (other than WMMSC) according to the terms of this Agreement and (iii) the Master Servicer shall, in accordance with the Section 3.20 of this Agreement, master service and administer the Designated Mortgage Loans by overseeing and enforcing the servicing of the Designated Mortgage Loans by the related Designated Servicer according to the terms of the related Designated Servicing Agreement. The obligations of each of SPS, Xxxxx Fargo, Bank of America and WMMSC hereunder to service and administer the Mortgage Loans shall be limited to SPS Serviced Mortgage Loans, Xxxxx Fargo Serviced Mortgage Loans, Bank of America Serviced Mortgage Loans and WMMSC Serviced Mortgage Loans, respectively; and with respect to the duties and obligations of each Servicer, references herein to related “Mortgage Loans” shall be limited to the SPS Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties) in the case of SPS, the Xxxxx Fargo Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties) in the case of Xxxxx Fargo, the Bank of America Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties), in the case of Bank of America and the WMMSC Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties) in the case of WMMSC; and in no event shall any Servicer have any responsibility or liability with respect to any of the other Mortgage Loans. The obligations of the Master Servicer to master service and administer the Mortgage Loans shall be limited to the SPS Serviced Mortgage Loans, the Xxxxx Fargo Serviced Mortgage Loans, the Bank of America Serviced Mortgage Loans and the Designated Mortgage Loans. Notwithstanding anything to the contrary contained in this Agreement, the Master Servicer shall have no obligations to master service or administer the WMMSC Serviced Mortgage Loans. In connection with such servicing and administration of the Non-Designated Mortgage Loans, the Master Servicer and each Servicer shall have full power and authority authority, acting alone and/or, with respect to any Servicer, through Sub-Servicers as provided in Section 3.02 hereof, to do or cause to be done any and all things which that it may deem necessary or desirable in connection with such master servicing and administration. In performing its obligations hereunder, including but not limited to, the power and authority, subject to the terms hereof (i) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds and other Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that neither the Master Servicer nor any Servicer shall act take any action that is inconsistent with or prejudices the interests of the Trust Fund or the Certificateholders in a manner consistent with Accepted Master Servicing Practices. Furthermoreany Mortgage Loan or the rights and interests of the Depositor, the Master Servicer shall oversee and consult with Trustee, the Servicer as necessary from time-to-time to carry out Trust Administrator or 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 Certificateholders under the applicable Servicing this Agreement. The Master Servicer and each Servicer shall independently represent and separately monitor protect the Servicer's servicing activities with respect to each related interests of the Trust Fund in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan, reconcile the results and shall not make or permit any modification, waiver or amendment of such monitoring with such information provided any Mortgage Loan which would cause any REMIC created hereunder to fail to qualify as a REMIC or result in the previous sentence on a monthly basis and coordinate corrective adjustments to imposition of any tax under Section 860F(a) or Section 860G(d) of the Servicer's and Master Servicer's records, and based on such reconciled and corrected informationCode. Without limiting the generality of the foregoing, the Master Servicer shall provide such information to and each Servicer, in its own name or in the Securities Administrator as shall be necessary in order for it to prepare name of the statements specified in Section 4.03Depositor and the Trustee, is hereby authorized and prepare any other information empowered by the Depositor, the Trustee and statements required to be forwarded by the Trust Administrator, when the Master Servicer hereunderor such Servicer believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Trust Administrator, the Depositor, the Certificateholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to the Mortgage Loans, and with respect to the Mortgaged Properties held for the benefit of the Certificateholders. The Master Servicer and each Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Servicer prepare and deliver to the Custodial Account pursuant to Depositor and/or the applicable Servicing Agreement. The Trustee shall furnish and/or the Servicer Trust Administrator such documents requiring execution and the Master Servicer with any powers delivery by either or both of attorney and other documents in form them as provided to it are necessary or appropriate to enable the Servicer and the Master Servicer or such Servicer to master servicer and administer or service and administer the Mortgage Loans, as applicable, to the extent that the Master Servicer or such Servicer is not permitted to execute and deliver such documents pursuant to the preceding sentence. Upon receipt of such documents, the Depositor and/or the Trustee or the Trust Administrator shall execute such documents and deliver them to the Master Servicer or such Servicer, as applicable. In accordance with the standards of the preceding paragraph and unless determined in good faith to be a Nonrecoverable Advance, each Servicer shall advance or cause to be advanced funds, as necessary for the purpose of effecting the payment of taxes and assessments on the Mortgaged Properties related to Non-Designated Mortgage Loans, which advances constitute Servicing Advances and shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.06, and further as provided in Section 3.08. In no event will any Servicer be required to make any Servicing Advance that would constitute a Nonrecoverable Advance. The costs incurred by a Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties related to Non-Designated Mortgage Loans and REO Property. The Trustee related insurance premiums shall provide access to not, for the records and documentation in possession purpose of the Trustee regarding the related Mortgage Loans and REO Property and the servicing thereof calculating monthly distributions to the Certificateholders, be added to the NIMS Insurer, the FDIC, and the supervisory agents and examiners Stated Principal Balances of the FDICrelated Non-Designated Mortgage Loans, notwithstanding that the terms of such access being afforded only upon reasonable prior written request and during normal business hours at the office of the TrusteeNon-Designated Mortgage Loans so permit; provided, however, that the limitations contained in this sentence will not apply to modifications made pursuant to Section 3.05(b). The parties to this Agreement acknowledge that Servicing Advances shall be reimbursable pursuant to Section 3.08 and agree that no Servicing Advances shall be rejected or disallowed by any party unless such Servicing Advance is not reimbursable under the terms of this Agreement Each Servicer hereby acknowledges that, unless otherwise required by lawto the extent such Servicer has previously serviced some or all of the Non-Designated Mortgage Loans pursuant to another servicing agreement, the Trustee provisions contained in this Agreement shall not be required supersede the provisions contained in such other servicing agreement from and after the Closing Date, except that such other servicing agreement shall survive and govern with respect to provide access to such records excess servicing fees and documentation if the provision thereof would violate the legal right to privacy of any Mortgagortermination without cause. The Trustee shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee's actual costs. The Trustee shall execute and deliver to the Servicer and In addition, the Master Servicer hereby acknowledges that, to the extent the Master Servicer or any court pleadingsDesignated Servicer has previously serviced some or all of the Designated Mortgage Loans pursuant to another servicing agreement, requests for trustee's sale or the provisions contained in the related Designated Servicing Agreement shall supersede the provisions contained in such other documents necessary or desirable servicing agreement from and after the Closing Date. Notwithstanding anything in this Agreement to the contrary, (i) the foreclosure purchase of any WMMSC Serviced Mortgage Loan by any Person shall be subject to the rights of WMMSC to continue servicing such WMMSC Serviced Mortgage Loan for the same Servicing Fee substantially in accordance with the terms of this Agreement, (ii) the purchase of any Xxxxx Fargo Serviced CORE Mortgage Loan by any Person shall be subject to the rights of Xxxxx Fargo to continue servicing such Xxxxx Fargo Serviced CORE Mortgage Loan for the same Servicing Fee substantially in accordance with the terms of this Agreement and (iii) the purchase of any Bank of America Serviced Mortgage Loan by any Person shall be subject to the rights of Bank of America to continue servicing such Bank of America Serviced Mortgage Loan for the same Servicing Fee substantially in accordance with the terms of this Agreement. The related Servicer, other than WMMSC, will fully furnish, in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company, on a monthly basis. With respect to each WMMSC Serviced Mortgage Loan, WMMSC will furnish information regarding its borrower credit files to credit reporting agencies in compliance with the provisions of the Fair Credit Reporting Act and its implementing regulations applicable to WMMSC. Each Servicer is authorized and empowered, on behalf of the Certificateholders and the Trustee, in its own name or trustee's sale in the name of any Sub-Servicer, when a Servicer or any Sub-Servicer, as the case may be, believes it appropriate in its best judgment to register any related Mortgage Loan on the MERS® System, or cause the removal from the registration of such Mortgage Loan on the MERS® System, to execute and deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor on Mortgage in the Mortgage Note or Security Instrument; (iii) obtain a deficiency judgment against name of MERS, solely as nominee for the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or Security Instrument or otherwise available at law or equityTrustee and its successors and assigns.

Administration and Servicing of Mortgage Loans. (a) Section 3.01. The Company to Act as Master Servicer Servicer. The Company shall supervise, monitor and oversee the obligation of the act as Master Servicer to service and administer the Mortgage Loans on behalf of the Trustee and for the benefit of the Certificateholders in accordance with the terms of hereof and in the related 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 in connection with such servicing and administration which it may deem necessary or desirable desirable, including, without limitation, the power and authority to bring actions and defend the Trust Fund on behalf of the Trustee 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 the Master Servicer shall diligently pursue all of its rights against such agents or independent contractors. 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, the Mortgage Portfolio Insurance Policy, the Special 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 its discretion (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 shall have the right, but not the obligation, to repurchase any delinquent Mortgage Loan delinquent 90 consecutive days or more for an amount equal to its Purchase Price; provided, however, that the aggregate Purchase Price of Mortgage Loans so purchased or repurchased pursuant to this sentence shall not exceed one-half of one percent (0.50%) of the aggregate Principal Balance, as of the Cut-Off Date, of all Mortgage Loans. The Master Servicer shall also have the right, but not the obligation, to repurchase, for an amount equal to its Purchase Price, any Mortgage Loan either (i) delinquent 90 consecutive days or more, (ii) delinquent one or more but less than 90 consecutive days with respect to which the Master Servicer has determined, in its reasonable judgment, that a default is expected to occur or (iii) with respect to which the Mortgage was fraudulently procured by the Mortgagor, in the case of each of (i), (ii) and (iii) above, for the purpose of requiring the Person who sold such master servicing 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. The Master Servicer shall also have the right, but not the obligation, to direct the Trustee to sell, transfer and administration. In performing its obligations hereunderassign any Mortgage Loan that has been delinquent for 90 consecutive days or more to a third party designated by the Master Servicer as agent for such third party, upon receipt by the Trustee of written notification signed by a Servicing Officer of the deposit in the Certificate Account of the Purchase Price for such delinquent Mortgage Loan by the Master Servicer on behalf of such third party or by such third party; provided, however, that if the Purchase Price is deposited in the Certificate Account by the Master Servicer on behalf of such third party, the Master Servicer shall act be entitled to retain from the Purchase Price the amount of any unreimbursed advances made by the Master Servicer with respect to such Mortgage Loan, and if the Purchase Price is deposited in a manner consistent with Accepted Master Servicing Practices. Furthermorethe Certificate Account directly by such third party, the Master Servicer shall oversee and consult be entitled to reimburse itself for such unreimbursed advances pursuant to Section 3.05(a)(iv). 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 Servicer as necessary from time-to-time to carry out the Master Servicer's obligations hereunderterms of this Section 3.01, shall receive, review and evaluate all reports, information and other data provided to the Master Servicer by may waive, modify or vary any term of any Mortgage Loan or consent to the Servicer and shall cause 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 Servicer to perform and observe same manner as it would if it were the covenants, obligations and conditions to be performed or observed by owner of the Servicer under the applicable Servicing Agreement. The Master Servicer shall independently and separately monitor the Servicer's servicing activities with respect to each related Mortgage Loan, reconcile that the results of security for, and the timely and full collectability of, such monitoring Mortgage Loan would not be adversely affected by such waiver, modification, postponement or indulgence; provided, however, that (unless the Mortgagor is in default with such information provided respect to the Mortgage Loan or in the previous sentence on a monthly basis and coordinate corrective adjustments 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 Servicer's and Master Servicer's recordsapplicable Mortgage Interest Rate, and based on 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 reconciled and corrected informationMortgage 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 provide not permit any modification with respect to any Mortgage Loan that would both constitute a sale or exchange of such information 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 either REMIC to fail to qualify as such under the Code. The Master Servicer is hereby authorized and empowered by the Trustee to execute and deliver or cause to be executed and delivered on behalf of the Holders of the REMIC I Regular Interests and the Class R-1 Certificateholders, and the Trustee 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 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 Securities Administrator Mortgage Loans and with respect to the Mortgaged Properties. The Master Servicer is hereby further authorized and empowered by the Trustee to execute and deliver or cause to be executed and delivered on behalf of the Holders of the REMIC I Regular Interests, the Class R-1 Certificateholders and the Trustee, or any of them, such instruments of assignment or other comparable instruments as the Master Servicer shall, in its sole judgment, deem appropriate in order to register any Mortgage Loan on the MERSr 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 necessary in order for it to prepare the statements specified in Section 4.03, and prepare any other information and statements required to be forwarded borne by the Master Servicer hereunder. The Master Servicer shall reconcile the results with no right of its Mortgage Loan monitoring with the actual remittances reimbursement; provided, however, that any such expenses incurred as a result of any termination by MERS of the Servicer MERSr System shall be reimbursable to the Custodial Account pursuant to the applicable Servicing AgreementMaster Servicer. The Trustee shall execute and furnish the Servicer and to the Master Servicer with Servicer, at the Master Servicer's direction, any powers of attorney and other documents in form as provided prepared by the Master Servicer and determined by the Master Servicer to it be necessary or appropriate to enable the Master Servicer to carry out its supervisory, servicing and administrative duties under this Agreement. The Master Servicer and each Servicer shall obtain (to the extent generally commercially available from time to time) and maintain fidelity bond and errors and omissions coverage acceptable to Xxxxxx Xxx or Xxxxxxx Mac with respect to their obligations under this Agreement and the applicable Selling and Servicing Contract, respectively. The Master Servicer or each Servicer, as applicable, shall establish escrow accounts for, or pay when due (by means of an advance), any tax liens in connection with the Mortgaged Properties that are not paid by the Mortgagors when due to the extent that any such payment would not constitute a Nonrecoverable Advance when made. Notwithstanding the foregoing, the Master Servicer shall not permit any modification with respect to service 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 administer cause either of the REMICs 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 as it would if it were the owner of the related Mortgage Loans and REO Property. The Trustee shall provide access to Loan, that the records and documentation in possession of the Trustee regarding the related Mortgage Loans and REO Property and the servicing thereof to the Certificateholders, the NIMS Insurer, the FDICsecurity for, and the supervisory agents timely and examiners full collectability of, such Mortgage Loan would not be adversely affected thereby and that the applicable trust fund 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 either REMIC as a result thereof. In connection with the servicing and administering of each Mortgage Loan, the Master Servicer and any affiliate of the FDICMaster Servicer (i) may perform services such as appraisals, such access being afforded only upon default management and brokerage services that are not customarily provided by servicers of mortgage loans, and shall be entitled to reasonable prior written request compensation therefor and during normal business hours (ii) may, at the office its own discretion and on behalf of the Trustee; provided, however, that, unless otherwise required by law, obtain credit information in the Trustee shall not be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy form of any Mortgagor. The Trustee shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee's actual costs. The Trustee shall execute and deliver to the Servicer and the Master Servicer any court pleadings, requests for trustee's sale or other documents necessary or desirable to (i) the foreclosure or trustee's sale with respect to "credit score" from a Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note or Security Instrument; (iii) obtain a deficiency judgment against the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or Security Instrument or otherwise available at law or equitycredit repository.

Administration and Servicing of Mortgage Loans. (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 related 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 ’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 applicable Servicing Agreement. The Master Servicer shall independently and separately monitor the Servicer's ’s servicing activities 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 the Servicer's ’s and Master Servicer's ’s records, and based on such reconciled and corrected information, the Master Servicer shall provide such information to the Securities Administrator as shall be necessary in order for it to prepare the statements specified in Section 4.03, and prepare any other information and statements required to be forwarded by the Master Servicer hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Servicer to the Custodial Account pursuant to the applicable Servicing Agreement. The Trustee shall furnish the Servicer and the Master Servicer with any powers of attorney and other documents in form as provided to it necessary or appropriate to enable the Servicer and the Master Servicer to service and administer the related Mortgage Loans and REO Property. The Trustee shall provide access to the records and documentation in possession of the Trustee regarding the related Mortgage Loans and REO Property and the servicing thereof to the Certificateholders, the NIMS Insurer, 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; provided, however, that, unless otherwise required by law, the Trustee shall not be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee's ’s actual costs. The Trustee shall execute and deliver to the Servicer and the Master Servicer any court pleadings, requests for trustee's ’s sale or other documents necessary or desirable 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 Security Instrument; (iii) obtain a deficiency judgment against the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or Security Instrument or otherwise available at law or equity.

Administration and Servicing of Mortgage Loans. (a) The SECTION 3.01 Master Servicer shall supervise, monitor Servicing and oversee the obligation Servicing of Mortgage Loans. For and on behalf of the Servicer to Certificateholders and the Class I-A-5 Insurer, as independent contractors of the Trustee, (i) each Servicer, severally and not jointly, shall service and administer the related Non-Designated Mortgage Loans in accordance with the terms of this Agreement and with Accepted Servicing Practices, (ii) the Master Servicer shall, in accordance with Section 3.03 of this Agreement, master service and administer the Non-Designated Mortgage Loans by overseeing and enforcing the servicing of the Non-Designated Mortgage Loans by the related Servicing Servicer according to the terms of this Agreement and (iii) the Master Servicer shall, in accordance with the Section 3.20 of this Agreement, master service and administer the Designated Mortgage Loans by overseeing and enforcing the servicing of the Designated Mortgage Loans by the related Designated Servicer according to the terms of the related Designated Servicing Agreement. The obligations of each of SPS, GreenPoint and Xxxxx Fargo hereunder to service and administer the Mortgage Loans shall be limited to the SPS Serviced Mortgage Loans, GreenPoint Serviced Mortgage Loans and Xxxxx Fargo Serviced Mortgage Loans, respectively; and with respect to the duties and obligations of each Servicer, references herein to related “Mortgage Loans” shall be limited to the SPS Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties) in the case of SPS, the GreenPoint Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties) in the case of GreenPoint, and the Xxxxx Fargo Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties) in the case of Xxxxx Fargo; and in no event shall any Servicer have any responsibility or liability with respect to any of the other Mortgage Loans. The obligations of the Master Servicer to master service and administer the Mortgage Loans shall be limited to the SPS Serviced Mortgage Loans, the GreenPoint Serviced Mortgage Loans, the Xxxxx Fargo Serviced Mortgage Loans and the Designated Mortgage Loans. In connection with such servicing and administration of the Non-Designated Mortgage Loans, the Master Servicer and each Servicer shall have full power and authority authority, acting alone and/or, with respect to any Servicer, through Subservicers as provided in Section 3.02 hereof, to do or cause to be done any and all things which that it may deem necessary or desirable in connection with such master servicing and administration. In performing its obligations hereunder, including but not limited to, the power and authority, subject to the terms hereof (i) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds and other Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that neither the Master Servicer nor any Servicer shall act take any action that is inconsistent with or prejudices the interests of the Trust Fund or the Certificateholders in a manner consistent with Accepted Master Servicing Practices. Furthermoreany Mortgage Loan or the rights and interests of the Depositor, the Master Servicer shall oversee and consult with Trustee, the Servicer as necessary from time-to-time to carry out Trust Administrator or 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 Certificateholders under the applicable Servicing this Agreement. The Master Servicer and each Servicer shall independently represent and separately monitor protect the Servicer's servicing activities with respect to each related interests of the Trust Fund in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan, reconcile the results and shall not make or permit any modification, waiver or amendment of such monitoring with such information provided any Mortgage Loan which would cause any REMIC created hereunder to fail to qualify as a REMIC or result in the previous sentence on a monthly basis and coordinate corrective adjustments to imposition of any tax under Section 860F(a) or Section 860G(d) of the Servicer's and Master Servicer's records, and based on such reconciled and corrected informationCode. Without limiting the generality of the foregoing, the Master Servicer shall provide such information to and each Servicer, in its own name or in the Securities Administrator as shall be necessary in order for it to prepare name of the statements specified in Section 4.03Depositor and the Trustee, is hereby authorized and prepare any other information empowered by the Depositor, the Trustee and statements required to be forwarded by the Trust Administrator, when the Master Servicer hereunderor such Servicer believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Trust Administrator, the Depositor, the Certificateholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to the Mortgage Loans, and with respect to the Mortgaged Properties held for the benefit of the Certificateholders. The Master Servicer and each Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Servicer prepare and deliver to the Custodial Account pursuant to Depositor and/or the applicable Servicing Agreement. The Trustee shall furnish and/or the Servicer Trust Administrator such documents requiring execution and the Master Servicer with any powers delivery by either or both of attorney and other documents in form them as provided to it are necessary or appropriate to enable the Servicer and the Master Servicer or such Servicer to master servicer and administer or service and administer the Mortgage Loans, as applicable, to the extent that the Master Servicer or such Servicer is not permitted to execute and deliver such documents pursuant to the preceding sentence. Upon receipt of such documents, the Depositor and/or the Trustee or the Trust Administrator shall execute such documents and deliver them to the Master Servicer or such Servicer, as applicable. In accordance with the standards of the preceding paragraph and unless determined in good faith to be a Nonrecoverable Advance, each Servicer shall advance or cause to be advanced funds, as necessary for the purpose of effecting the payment of taxes and assessments on the Mortgaged Properties related to Non-Designated Mortgage Loans, which advances constitute Servicing Advances and shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.06, and further as provided in Section 3.08. In no event will any Servicer be required to make any Servicing Advance that would constitute a Nonrecoverable Advance. The costs incurred by a Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties related to Non-Designated Mortgage Loans and REO Propertyrelated insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders and the Class I-A-5 Insurer, be added to the Stated Principal Balances of the related Non-Designated Mortgage Loans, notwithstanding that the terms of such Non-Designated Mortgage Loans so permit. Each Servicer hereby acknowledges that, to the extent such Servicer has previously serviced some or all of the Non-Designated Mortgage Loans pursuant to another servicing agreement, the provisions contained in this Agreement shall supersede the provisions contained in such other servicing agreement from and after the Closing Date. In addition, the Master Servicer hereby acknowledges that, to the extent the Master Servicer or any Designated Servicer has previously serviced some or all of the Designated Mortgage Loans pursuant to another servicing agreement, the provisions contained in the related Designated Servicing Agreement shall supersede the provisions contained in such other servicing agreement from and after the Closing Date. The Trustee shall provide access related Servicer will fully furnish, in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company, on a monthly basis. Each Servicer is authorized and empowered, on behalf of the records Certificateholders and documentation the Trustee, in possession its own name or in the name of any Subservicer, when a Servicer or any Subservicer, as the case may be, believes it appropriate in its best judgment to register any related Mortgage Loan on the MERS® System, or cause the removal from the registration of such Mortgage Loan on the MERS® System, to execute and deliver, on behalf of the Trustee regarding the related Mortgage Loans and REO Property and the servicing thereof to the Certificateholders, the NIMS Insurer, 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; provided, however, that, unless otherwise required by law, the Trustee shall not be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee shall allow representatives of the above entities to photocopy Certificateholders or any of the records them, any and documentation all instruments of assignment and shall provide equipment for that purpose at a charge that covers the Trustee's actual costs. The Trustee shall execute and deliver to the Servicer and the Master Servicer any court pleadings, requests for trustee's sale or other documents necessary or desirable to (i) the foreclosure or trustee's sale comparable instruments with respect to such assignment or re-recording of a Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor on Mortgage in the Mortgage Note or Security Instrument; (iii) obtain a deficiency judgment against name of MERS, solely as nominee for the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or Security Instrument or otherwise available at law or equityTrustee and its successors and assigns.

Administration and Servicing of Mortgage Loans. (a) The SECTION 3.01 Master Servicer shall supervise, monitor Servicing and oversee the obligation Servicing of Mortgage Loans. For and on behalf of the Servicer to Certificateholders, as independent contractors of the Trustee, (i) each Servicer, severally and not jointly, shall service and administer the related Non-Designated Mortgage Loans in accordance with the terms of this Agreement and with Accepted Servicing Practices and with all applicable requirements of the Servicing Criteria, (ii) the Master Servicer shall, in accordance with Section 3.03 of this Agreement, master service and administer the Non-Designated Mortgage Loans by overseeing and enforcing the servicing of the Non-Designated Mortgage Loans by the related Servicing Servicer according to the terms of this Agreement and (iii) the Master Servicer shall, in accordance with the Section 3.20 of this Agreement, master service and administer the Designated Mortgage Loans by overseeing and enforcing the servicing of the Designated Mortgage Loans by the Designated Servicer according to the terms of the Designated Servicing Agreement. The obligations of each of SPS and Xxxxx Fargo hereunder to service and administer the Mortgage Loans shall be limited to SPS Serviced Mortgage Loans and Xxxxx Fargo Serviced Mortgage Loans, respectively; and with respect to the duties and obligations of each Servicer, references herein to related “Mortgage Loans” shall be limited to the SPS Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties) in the case of SPS and the Xxxxx Fargo Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties) in the case of Xxxxx Fargo; and in no event shall any Servicer have any responsibility or liability with respect to any of the other Mortgage Loans. The obligations of the Master Servicer to master service and administer the Mortgage Loans shall be limited to the SPS Serviced Mortgage Loans, the Xxxxx Fargo Serviced Mortgage Loans and the Designated Mortgage Loans. In connection with such servicing and administration of the Non-Designated Mortgage Loans, the Master Servicer and each Servicer shall have full power and authority authority, acting alone and/or, with respect to any Servicer, through Sub-Servicers as provided in Section 3.02 hereof, to do or cause to be done any and all things which that it may deem necessary or desirable in connection with such master servicing and administration. In performing its obligations hereunder, including but not limited to, the power and authority, subject to the terms hereof (i) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds and other Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that neither the Master Servicer nor any Servicer shall act take any action that is inconsistent with or prejudices the interests of the Trust Fund or the Certificateholders in a manner consistent with Accepted Master Servicing Practices. Furthermoreany Mortgage Loan or the rights and interests of the Depositor, the Master Servicer shall oversee and consult with Trustee, the Servicer as necessary from time-to-time to carry out Trust Administrator or 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 Certificateholders under the applicable Servicing this Agreement. The Master Servicer and each Servicer shall independently represent and separately monitor protect the Servicer's servicing activities with respect to each related interests of the Trust Fund in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan, reconcile the results and shall not make or permit any modification, waiver or amendment of such monitoring with such information provided any Mortgage Loan which would cause any REMIC created hereunder to fail to qualify as a REMIC or result in the previous sentence on a monthly basis and coordinate corrective adjustments to imposition of any tax under Section 860F(a) or Section 860G(d) of the Servicer's and Master Servicer's records, and based on such reconciled and corrected informationCode. Without limiting the generality of the foregoing, the Master Servicer shall provide such information to and each Servicer, in its own name or in the Securities Administrator as shall be necessary in order for it to prepare name of the statements specified in Section 4.03Depositor and the Trustee, is hereby authorized and prepare any other information empowered by the Depositor, the Trustee and statements required to be forwarded by the Trust Administrator, when the Master Servicer hereunderor such Servicer believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Trust Administrator, the Depositor, the Certificateholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to the Mortgage Loans, and with respect to the Mortgaged Properties held for the benefit of the Certificateholders. The Master Servicer and each Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Servicer prepare and deliver to the Custodial Account pursuant to Depositor and/or the applicable Servicing Agreement. The Trustee shall furnish and/or the Servicer Trust Administrator such documents requiring execution and the Master Servicer with any powers delivery by either or both of attorney and other documents in form them as provided to it are necessary or appropriate to enable the Servicer and the Master Servicer or such Servicer to master servicer and administer or service and administer the Mortgage Loans, as applicable, to the extent that the Master Servicer or such Servicer is not permitted to execute and deliver such documents pursuant to the preceding sentence. Upon receipt of such documents, the Depositor and/or the Trustee or the Trust Administrator shall execute such documents and deliver them to the Master Servicer or such Servicer, as applicable. In accordance with the standards of the preceding paragraph and unless determined in good faith to be a Nonrecoverable Advance, each Servicer shall advance or cause to be advanced funds, as necessary for the purpose of effecting the payment of taxes and assessments on the Mortgaged Properties related to Non-Designated Mortgage Loans, which advances constitute Servicing Advances and shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.06, and further as provided in Section 3.08. In no event will any Servicer be required to make any Servicing Advance that would constitute a Nonrecoverable Advance. The costs incurred by a Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties related to Non-Designated Mortgage Loans and REO Property. The Trustee related insurance premiums shall provide access to not, for the records and documentation in possession purpose of the Trustee regarding the related Mortgage Loans and REO Property and the servicing thereof calculating monthly distributions to the Certificateholders, be added to the NIMS Insurer, the FDIC, and the supervisory agents and examiners Stated Principal Balances of the FDICrelated Non-Designated Mortgage Loans, notwithstanding that the terms of such access being afforded only upon reasonable prior written request and during normal business hours at the office of the TrusteeNon-Designated Mortgage Loans so permit; provided, however, that the limitations contained in this sentence will not apply to modifications made pursuant to Section 3.06(a). The parties to this Agreement acknowledge that Xxxxxxxxx Advances shall be reimbursable pursuant to Section 3.08 and agree that no Servicing Advances shall be rejected or disallowed by any party unless such Servicing Advance is not reimbursable under the terms of this Agreement Each Servicer hereby acknowledges that, unless otherwise required by lawto the extent such Servicer has previously serviced some or all of the Non-Designated Mortgage Loans pursuant to another servicing agreement, the Trustee provisions contained in this Agreement shall not be required supersede the provisions contained in such other servicing agreement from and after the Closing Date, except that such other servicing agreement shall survive and govern with respect to provide access to such records excess servicing fees and documentation if the provision thereof would violate the legal right to privacy of any Mortgagortermination without cause. The Trustee shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee's actual costs. The Trustee shall execute and deliver to the Servicer and In addition, the Master Servicer hereby acknowledges that, to the extent the Master Servicer or the Designated Servicer has previously serviced some or all of the Designated Mortgage Loans pursuant to another servicing agreement, the provisions contained in the Designated Servicing Agreement shall supersede the provisions contained in such other servicing agreement from and after the Closing Date. Notwithstanding anything in this Agreement to the contrary, the purchase of any court pleadingsXxxxx Fargo Serviced CORE Mortgage Loan by any Person shall be subject to the rights of Xxxxx Fargo to continue servicing such Xxxxx Fargo Serviced CORE Mortgage Loan for the same Servicing Fee substantially in accordance with the terms of this Agreement. The related Servicer will fully furnish, requests for trustee's sale in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company, on a monthly basis. Each Servicer is authorized and empowered, on behalf of the Certificateholders and the Trustee, in its own name or in the name of any Sub-Servicer, when a Servicer or any Sub-Servicer, as the case may be, believes it appropriate in its best judgment to register any related Mortgage Loan on the MERS® System, or cause the removal from the registration of such Mortgage Loan on the MERS® System, to execute and deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of assignment and other documents necessary or desirable to (i) the foreclosure or trustee's sale comparable instruments with respect to such assignment or re-recording of a Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor on Mortgage in the Mortgage Note or Security Instrument; (iii) obtain a deficiency judgment against name of MERS, solely as nominee for the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or Security Instrument or otherwise available at law or equityTrustee and its successors and assigns.

Administration and Servicing of Mortgage Loans. (a) The SECTION 3.01 Master Servicer shall supervise, monitor Servicing and oversee the obligation Servicing of Mortgage Loans. For and on behalf of the Servicer to Certificateholders, as independent contractors of the Trustee, (i) each Servicer, severally and not jointly, shall service and administer the related Mortgage Loans in accordance with the terms of this Agreement and with Accepted Servicing Practices and with all applicable requirements of the Servicing Criteria and (ii) the Master Servicer shall, in accordance with Section 3.03 of this Agreement, master service and administer the Mortgage Loans by overseeing and enforcing the servicing of the Mortgage Loans by the related Servicing Agreement Servicer according to the terms of this Agreement. The obligations of each of SPS and Xxxxx Fargo to service and administer the Mortgage Loans shall be limited to SPS Serviced Mortgage Loans and the Xxxxx Fargo Serviced Mortgage Loans, respectively; and with respect to the duties and obligations of each Servicer, references herein to related “Mortgage Loans” shall be limited to the SPS Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties) in the case of SPS and the Xxxxx Fargo Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties) in the case of Xxxxx Fargo; and in no event shall any Servicer have any responsibility or liability with respect to any of the other Mortgage Loans. In connection with such servicing and administration of the Mortgage Loans, the Master Servicer and each Servicer shall have full power and authority authority, acting alone and/or, with respect to any Servicer, through Sub-Servicers as provided in Section 3.02 hereof, to do or cause to be done any and all things which that it may deem necessary or desirable in connection with such master servicing and administration. In performing its obligations hereunder, including but not limited to, the power and authority, subject to the terms hereof (i) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds and other Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that neither the Master Servicer nor any Servicer shall act take any action that is inconsistent with or prejudices the interests of the Trust Fund or the Certificateholders in a manner consistent with Accepted Master Servicing Practices. Furthermoreany Mortgage Loan or the rights and interests of the Depositor, the Master Servicer shall oversee and consult with Trustee, the Servicer as necessary from time-to-time to carry out Trust Administrator or 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 Certificateholders under the applicable Servicing this Agreement. The Master Servicer and each Servicer shall independently represent and separately monitor protect the Servicer's servicing activities with respect to each related interests of the Trust Fund in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan, reconcile the results and shall not make or permit any modification, waiver or amendment of such monitoring with such information provided any Mortgage Loan which would cause any REMIC created hereunder to fail to qualify as a REMIC or result in the previous sentence on a monthly basis and coordinate corrective adjustments to imposition of any tax under Section 860F(a) or Section 860G(d) of the Servicer's and Master Servicer's records, and based on such reconciled and corrected informationCode. Without limiting the generality of the foregoing, the Master Servicer shall provide such information to and each Servicer, in its own name or in the Securities Administrator as shall be necessary in order for it to prepare name of the statements specified in Section 4.03Depositor and the Trustee, is hereby authorized and prepare any other information empowered by the Depositor, the Trustee and statements required to be forwarded by the Trust Administrator, when the Master Servicer hereunderor such Servicer believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Trust Administrator, the Depositor, the Certificateholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to the Mortgage Loans, and with respect to the Mortgaged Properties held for the benefit of the Certificateholders. The Master Servicer and each Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Servicer prepare and deliver to the Custodial Account pursuant to Depositor and/or the applicable Servicing Agreement. The Trustee shall furnish and/or the Servicer Trust Administrator such documents requiring execution and the Master Servicer with any powers delivery by either or both of attorney and other documents in form them as provided to it are necessary or appropriate to enable the Servicer and the Master Servicer or such Servicer to master servicer and administer or service and administer the Mortgage Loans, as applicable, to the extent that the Master Servicer or such Servicer is not permitted to execute and deliver such documents pursuant to the preceding sentence. Upon receipt of such documents, the Depositor and/or the Trustee or the Trust Administrator shall execute such documents and deliver them to the Master Servicer or such Servicer, as applicable. In accordance with the standards of the preceding paragraph and unless determined in good faith to be a Nonrecoverable Advance, each Servicer shall advance or cause to be advanced funds, as necessary for the purpose of effecting the payment of taxes and assessments on the Mortgaged Properties related to Mortgage Loans, which advances constitute Servicing Advances and shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.06, and further as provided in Section 3.08. In no event will any Servicer be required to make any Servicing Advance that would constitute a Nonrecoverable Advance. The costs incurred by a Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties related to Mortgage Loans and REO Property. The Trustee related insurance premiums shall provide access to not, for the records and documentation in possession purpose of the Trustee regarding the related Mortgage Loans and REO Property and the servicing thereof calculating monthly distributions to the Certificateholders, be added to the NIMS InsurerStated Principal Balances of the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. Each Servicer hereby acknowledges that, to the extent such Servicer has previously serviced some or all of the Mortgage Loans pursuant to another servicing agreement, the FDICprovisions contained in this Agreement shall supersede the provisions contained in such other servicing agreement from and after the Closing Date, except that such other servicing agreement shall survive 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; provided, however, that, unless otherwise required by law, the Trustee shall not be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee's actual costs. The Trustee shall execute and deliver to the Servicer and the Master Servicer any court pleadings, requests for trustee's sale or other documents necessary or desirable to (i) the foreclosure or trustee's sale govern with respect to excess servicing fees and termination without cause. Notwithstanding anything in this Agreement to the contrary, the purchase of any Xxxxx Fargo Serviced CORE Mortgage Loan by any Person shall be subject to the rights of Xxxxx Fargo to continue servicing such Xxxxx Fargo Serviced CORE Mortgage Loan for the same Servicing Fee substantially in accordance with the terms of this Agreement. The related Servicer will fully furnish, in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company, on a Mortgaged Property; (ii) monthly basis. Each Servicer is authorized and empowered, on behalf of the Certificateholders and the Trustee, in its own name or in the name of any legal action brought Sub-Servicer, when a Servicer or any Sub-Servicer, as the case may be, believes it appropriate in its best judgment to obtain judgment against register any Mortgagor related Mortgage Loan on the MERS® System, or cause the removal from the registration of such Mortgage Note Loan on the MERS® System, to execute and deliver, on behalf of the Trustee and the Certificateholders or Security Instrument; (iii) obtain any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a deficiency judgment against Mortgage in the Mortgagor; or (iv) enforce any other rights or remedies provided by name of MERS, solely as nominee for the Mortgage Note or Security Instrument or otherwise available at law or equityTrustee and its successors and assigns.

Administration and Servicing of Mortgage Loans. (a) Section 4.01 Company to Act as Servicer. The Master Servicer Company, as independent contract servicer, shall supervise, monitor and oversee the obligation of the Servicer to service and administer the Mortgage Loans in accordance with the terms of this Agreement and the related Term Sheet and 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 the Company may deem necessary or desirable and consistent with the terms of this Agreement and the related Term Sheet and with Accepted Servicing Practices and exercise the same care that it customarily employs for its own account. Except as set forth in this Agreement and the related Term Sheet, the Company shall service the Mortgage Loans in strict compliance with the servicing provisions of the Xxxxxx Xxx Guides (special servicing option), which include, but are not limited to, provisions regarding the liquidation of Mortgage Loans, the collection of Mortgage Loan payments, the payment of taxes, insurance and other charges, the maintenance of hazard insurance with a Qualified Insurer, the maintenance of mortgage impairment insurance, the maintenance of fidelity bond and errors and omissions insurance, inspections, the restoration of Mortgaged Property, the maintenance of Primary Mortgage Insurance Policies and Lender Primary Mortgage Insurance Policies, insurance claims, the title, management and disposition of REO Property, permitted withdrawals with respect to REO Property, liquidation reports, and reports of foreclosures and abandonments of Mortgaged Property, the transfer of Mortgaged Property, the release of Mortgage Files, annual statements, and examination of records and facilities. In the event of any conflict, inconsistency or discrepancy between any of the servicing provisions of this Agreement and the related Term Sheet and any of the servicing provisions of the Xxxxxx Mae Guides, the provisions of this Agreement and the related Term Sheet shall control and be binding upon the Purchaser and the Company. Consistent with the terms of this Agreement and the related Term Sheet, the Company may waive, modify or vary any term of any Mortgage Loan or consent to the postponement of any such term or in any manner grant indulgence to any Mortgagor if in the Company's reasonable and prudent determination such waiver, modification, postponement or indulgence is not materially adverse to the Purchaser, provided, however, that unless the Company has obtained the prior written consent of the Purchaser, the Company shall not permit any modification with respect to any Mortgage Loan that would change the Mortgage Interest Rate, defer for more than ninety days or forgive any payment of principal or interest, reduce or increase the outstanding principal balance (except for actual payments of principal) or change the final maturity date on such Mortgage Loan. In the event of any such modification which has been agreed to in writing by the Purchaser and which permits the deferral of interest or principal payments on any Mortgage Loan, the Company shall, on the Business Day immediately preceding the Remittance Date in any month in which any such principal or interest payment has been deferred, deposit in the Custodial Account from its own funds, in accordance with Section 4.04, the difference between (a) such month's principal and one month's interest at the Mortgage Loan Remittance Rate on the unpaid principal balance of such Mortgage Loan and (b) the amount paid by the Mortgagor. The Company shall be entitled to reimbursement for such advances to the same extent as for all other advances pursuant to Section 4.05. Without limiting the generality of the foregoing, the Company shall continue, and is hereby authorized and empowered, to prepare, execute and deliver, all instruments of satisfaction or cancellation, or of partial or full release, discharge and all other comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Properties. Notwithstanding anything herein to the contrary, the Company may not enter into a forbearance agreement or similar arrangement with respect to any Mortgage Loan which runs more than 180 days after the first delinquent Due Date. Any such agreement shall be approved by Purchaser and, if required, by the Primary Mortgage Insurance Policy insurer and Lender Primary Mortgage Insurance Policy insurer, if required. Notwithstanding anything in this Agreement to the contrary, if any Mortgage Loan becomes subject to a Pass-Through Transfer, the Company (a) with respect to such Mortgage Loan, shall not permit any modification with respect to such Mortgage Loan that would change the Mortgage Interest Rate and (b) shall not (unless the Mortgagor is in default with respect to such Mortgage Loan or such default is, in the judgment of the Company, reasonably foreseeable) make or permit any modification, waiver or amendment of any term of such Mortgage Loan that would both (i) effect an exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or Treasury regulations promulgated thereunder) and (ii) cause any REMIC to fail to qualify as a REMIC under the Code or the imposition of any tax on "prohibited transactions" or "contributions" after the startup date under the REMIC Provisions. Prior to taking any action with respect to the Mortgage Loans subject to a Pass-Through Transfer, which is not contemplated under the terms of this Agreement, the Company will obtain an Opinion of Counsel acceptable to the trustee in such Pass-Through Transfer with respect to whether such action could result in the imposition of a tax upon any REMIC (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code)(either such event, an "Adverse REMIC Event"), and the Company shall not take any such actions as to which it has been advised that an Adverse REMIC Event could occur. The Company shall not permit the creation of any "interests" (within the meaning of Section 860G of the Code) in any REMIC. The Company shall not enter into any arrangement by which a REMIC will receive a fee or other compensation for services nor permit a REMIC to receive any income from assets other than "qualified mortgages" as defined in Section 860G(a)(3) of the Code or "permitted investments" as defined in Section 860G(a)(5) of the Code. In servicing and administering the Mortgage Loans, the Company shall employ Accepted Servicing Practices, giving due consideration to the Purchaser's reliance on the Company. Unless a different time period is stated in this Agreement or the related Term Sheet, Purchaser shall be deemed to have given consent in connection with a particular matter if Purchaser does not affirmatively grant or deny consent within five (5) Business Days from the date Purchaser receives a second written request for consent for such master matter from Company as servicer. The Mortgage Loans may be subserviced by a Subservicer on behalf of the Company provided that the Subservicer is an entity that engages in the business of servicing loans, and administrationin either case shall be authorized to transact business, and licensed to service mortgage loans, in the state or states where the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the Subservicer to perform its obligations hereunder and under the Subservicing Agreement, and in either case shall be a FHLMC or Xxxxxx Xxx approved mortgage servicer in good standing, and no event has occurred, including but not limited to a change in insurance coverage, which would make it unable to comply with the eligibility requirements for lenders imposed by Xxxxxx Mae or for seller/servicers imposed by Xxxxxx Xxx or FHLMC, or which would require notification to Xxxxxx Mae or FHLMC. In performing addition, each Subservicer will obtain and preserve its obligations hereunderqualifications to do business as a foreign corporation and its licenses to service mortgage loans, in each jurisdiction in which such qualifications and/or licenses are or shall be necessary to protect the Master Servicer shall act in a manner consistent with Accepted Master Servicing Practices. Furthermorevalidity and enforceability of this Agreement, or any of the Master Servicer shall oversee Mortgage Loans 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 or cause to be performed or observed by the Servicer its duties under the applicable Servicing related Subservicing Agreement. The Master Servicer Company may perform any of its servicing responsibilities hereunder or may cause the Subservicer to perform any such servicing responsibilities on its behalf, but the use by the Company of the Subservicer shall independently not release the Company from any of its obligations hereunder and separately monitor the ServicerCompany shall remain responsible hereunder for all acts and omissions of the Subservicer as fully as if such acts and omissions were those of the Company. The Company shall pay all fees and expenses of the Subservicer from its own funds, and the Subservicer's fee shall not exceed the Servicing Fee. Company shall notify Purchaser promptly in writing upon the appointment of any Subservicer. At the cost and expense of the Company, without any right of reimbursement from the Custodial Account, the Company shall be entitled to terminate the rights and responsibilities of the Subservicer and arrange for any servicing activities with respect responsibilities to each related Mortgage Loan, reconcile be performed by a successor subservicer meeting the results of such monitoring with such information provided requirements in the previous sentence on a monthly basis and coordinate corrective adjustments to the Servicer's and Master Servicer's recordspreceding paragraph, and based on such reconciled and corrected informationprovided, the Master Servicer shall provide such information to the Securities Administrator as however, that nothing contained herein shall be necessary in order for it deemed to prepare prevent or prohibit the statements specified in Section 4.03Company, and prepare any other information and statements required to be forwarded by at the Master Servicer hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Servicer to the Custodial Account pursuant to the applicable Servicing Agreement. The Trustee shall furnish the Servicer and the Master Servicer with any powers of attorney and other documents in form as provided to it necessary or appropriate to enable the Servicer and the Master Servicer Company's option, from electing to service and administer the related Mortgage Loans itself. In the event that the Company's responsibilities and REO Propertyduties under this Agreement are terminated pursuant to Section 4.13, 8.04, 9.01 or 10.01 and if requested to do so by the Purchaser, the Company shall at its own cost and expense terminate the rights and responsibilities of the Subservicer effective as of the date of termination of the Company. The Trustee Company shall provide access pay all fees, expenses or penalties necessary in order to terminate the rights and responsibilities of the Subservicer from the Company's own funds without reimbursement from the Purchaser. Notwithstanding any of the provisions of this Agreement relating to agreements or arrangements between the Company and the Subservicer or any reference herein to actions taken through the Subservicer or otherwise, the Company shall not be relieved of its obligations to the records Purchaser and documentation in possession shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage Loans. The Company shall be entitled to enter into an agreement with the Subservicer for indemnification of the Trustee regarding Company by the related Subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. The Company will indemnify and hold Purchaser harmless from any loss, liability or expense arising out of its use of a Subservicer to perform any of its servicing duties, responsibilities and obligations hereunder. Any Subservicing Agreement and any other transactions or services relating to the Mortgage Loans involving the Subservicer shall be deemed to be between the Subservicer and REO Property and the servicing thereof to the Certificateholders, the NIMS Insurer, the FDICCompany alone, and the supervisory agents and examiners of the FDICPurchaser shall have no obligations, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the Trustee; provided, however, that, unless otherwise required by law, the Trustee shall not be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee's actual costs. The Trustee shall execute and deliver to the Servicer and the Master Servicer any court pleadings, requests for trustee's sale duties or other documents necessary or desirable to (i) the foreclosure or trustee's sale liabilities with respect to a Mortgaged Property; (ii) any legal action brought the Subservicer including no obligation, duty or liability of Purchaser to obtain judgment against any Mortgagor on pay the Mortgage Note or Security Instrument; (iii) obtain a deficiency judgment against the Mortgagor; or (iv) enforce any other rights or remedies provided Subservicer's fees and expenses. For purposes of distributions and advances by the Company pursuant to this Agreement, the Company shall be deemed to have received a payment on a Mortgage Note or Security Instrument or otherwise available at law or equityLoan when the Subservicer has received such payment.

Administration and Servicing of Mortgage Loans. (a) The SECTION 3.01 Master Servicer shall supervise, monitor Servicing and oversee the obligation Servicing of Mortgage Loans. For and on behalf of the Servicer to Certificateholders, as independent contractors of the Trustee, (i) each Servicer, severally and not jointly, shall service and administer the related Non-Designated Mortgage Loans in accordance with the terms of this Agreement and with Accepted Servicing Practices and with all applicable requirements of the Servicing Criteria, (ii) the Master Servicer shall, in accordance with Section 3.03 of this Agreement, master service and administer the Non-Designated Mortgage Loans by overseeing and enforcing the servicing of the Non-Designated Mortgage Loans by the related Servicing Servicer according to the terms of this Agreement and (iii) the Master Servicer shall, in accordance with the Section 3.20 of this Agreement, master service and administer the Designated Mortgage Loans by overseeing and enforcing the servicing of the Designated Mortgage Loans by the related Designated Servicer according to the terms of the related Designated Servicing Agreement. The obligations of each of SPS, Xxxxx Fargo and Bank of America hereunder to service and administer the Mortgage Loans shall be limited to SPS Serviced Mortgage Loans, Xxxxx Fargo Serviced Mortgage Loans and Bank of America Serviced Mortgage Loans, respectively; and with respect to the duties and obligations of each Servicer, references herein to related “Mortgage Loans” shall be limited to the SPS Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties) in the case of SPS, the Xxxxx Fargo Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties) in the case of Xxxxx Fargo and the Bank of America Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties), in the case of Bank of America; and in no event shall any Servicer have any responsibility or liability with respect to any of the other Mortgage Loans. The obligations of the Master Servicer to master service and administer the Mortgage Loans shall be limited to the SPS Serviced Mortgage Loans, the Xxxxx Fargo Serviced Mortgage Loans, the Bank of America Serviced Mortgage Loans and the Designated Mortgage Loans. In connection with such servicing and administration of the Non-Designated Mortgage Loans, the Master Servicer and each Servicer shall have full power and authority authority, acting alone and/or, with respect to any Servicer, through Sub-Servicers as provided in Section 3.02 hereof, to do or cause to be done any and all things which that it may deem necessary or desirable in connection with such master servicing and administration. In performing its obligations hereunder, including but not limited to, the power and authority, subject to the terms hereof (i) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds and other Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that neither the Master Servicer nor any Servicer shall act take any action that is inconsistent with or prejudices the interests of the Trust Fund or the Certificateholders in a manner consistent with Accepted Master Servicing Practices. Furthermoreany Mortgage Loan or the rights and interests of the Depositor, the Master Servicer shall oversee and consult with Trustee, the Servicer as necessary from time-to-time to carry out Trust Administrator or 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 Certificateholders under the applicable Servicing this Agreement. The Master Servicer and each Servicer shall independently represent and separately monitor protect the Servicer's servicing activities with respect to each related interests of the Trust Fund in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan, reconcile the results and shall not make or permit any modification, waiver or amendment of such monitoring with such information provided any Mortgage Loan which would cause any REMIC created hereunder to fail to qualify as a REMIC or result in the previous sentence on a monthly basis and coordinate corrective adjustments to imposition of any tax under Section 860F(a) or Section 860G(d) of the Servicer's and Master Servicer's records, and based on such reconciled and corrected informationCode. Without limiting the generality of the foregoing, the Master Servicer shall provide such information to and each Servicer, in its own name or in the Securities Administrator as shall be necessary in order for it to prepare name of the statements specified in Section 4.03Depositor and the Trustee, is hereby authorized and prepare any other information empowered by the Depositor, the Trustee and statements required to be forwarded by the Trust Administrator, when the Master Servicer hereunderor such Servicer believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Trust Administrator, the Depositor, the Certificateholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to the Mortgage Loans, and with respect to the Mortgaged Properties held for the benefit of the Certificateholders. The Master Servicer and each Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Servicer prepare and deliver to the Custodial Account pursuant to Depositor and/or the applicable Servicing Agreement. The Trustee shall furnish and/or the Servicer Trust Administrator such documents requiring execution and the Master Servicer with any powers delivery by either or both of attorney and other documents in form them as provided to it are necessary or appropriate to enable the Servicer and the Master Servicer or such Servicer to master servicer and administer or service and administer the Mortgage Loans, as applicable, to the extent that the Master Servicer or such Servicer is not permitted to execute and deliver such documents pursuant to the preceding sentence. Upon receipt of such documents, the Depositor and/or the Trustee or the Trust Administrator shall execute such documents and deliver them to the Master Servicer or such Servicer, as applicable. In accordance with the standards of the preceding paragraph and unless determined in good faith to be a Nonrecoverable Advance, each Servicer shall advance or cause to be advanced funds, as necessary for the purpose of effecting the payment of taxes and assessments on the Mortgaged Properties related to Non-Designated Mortgage Loans, which advances constitute Servicing Advances and shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.06, and further as provided in Section 3.08. In no event will any Servicer be required to make any Servicing Advance that would constitute a Nonrecoverable Advance. The costs incurred by a Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties related to Non-Designated Mortgage Loans and REO Property. The Trustee related insurance premiums shall provide access to not, for the records and documentation in possession purpose of the Trustee regarding the related Mortgage Loans and REO Property and the servicing thereof calculating monthly distributions to the Certificateholders, be added to the NIMS InsurerStated Principal Balances of the related Non-Designated Mortgage Loans, notwithstanding that the terms of such Non-Designated Mortgage Loans so permit. Each Servicer hereby acknowledges that, to the extent such Servicer has previously serviced some or all of the Non-Designated Mortgage Loans pursuant to another servicing agreement, the FDICprovisions contained in this Agreement shall supersede the provisions contained in such other servicing agreement from and after the Closing Date, except that such other servicing agreement shall survive and the supervisory agents govern with respect to excess servicing fees and examiners of the FDICtermination without cause. In addition, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the Trustee; provided, however, that, unless otherwise required by law, the Trustee shall not be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee's actual costs. The Trustee shall execute and deliver to the Servicer and the Master Servicer hereby acknowledges that, to the extent the Master Servicer or any court pleadingsDesignated Servicer has previously serviced some or all of the Designated Mortgage Loans pursuant to another servicing agreement, requests for trustee's sale or the provisions contained in the related Designated Servicing Agreement shall supersede the provisions contained in such other documents necessary or desirable servicing agreement from and after the Closing Date. Notwithstanding anything in this Agreement to the contrary, (i) the foreclosure purchase of any Xxxxx Fargo Serviced CORE Mortgage Loan by any Person shall be subject to the rights of Xxxxx Fargo to continue servicing such Xxxxx Fargo Serviced CORE Mortgage Loan for the same Servicing Fee substantially in accordance with the terms of this Agreement and (ii) the purchase of any Bank of America Serviced Mortgage Loan by any Person shall be subject to the rights of Bank of America to continue servicing such Bank of America Serviced Mortgage Loan for the same Servicing Fee substantially in accordance with the terms of this Agreement. The related Servicer will fully furnish, in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company, on a monthly basis. Each Servicer is authorized and empowered, on behalf of the Certificateholders and the Trustee, in its own name or trustee's sale in the name of any Sub-Servicer, when a Servicer or any Sub-Servicer, as the case may be, believes it appropriate in its best judgment to register any related Mortgage Loan on the MERS® System, or cause the removal from the registration of such Mortgage Loan on the MERS® System, to execute and deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor on Mortgage in the Mortgage Note or Security Instrument; (iii) obtain a deficiency judgment against name of MERS, solely as nominee for the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or Security Instrument or otherwise available at law or equityTrustee and its successors and assigns.

Administration and Servicing of Mortgage Loans. (a) Section 26.01. Company to Act as Servicer The Master Servicer Company, as independent contract 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 related this Agreement and 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 the Company may deem necessary or desirable and consistent with the terms of this Agreement and with Accepted Servicing Practices and shall exercise the same care that it customarily employs for its own account. Except as set forth in connection with such master servicing and administration. In performing its obligations hereunderthis Agreement, the Master Servicer Company shall act service the Mortgage Loans in a manner consistent accordance with Accepted Master Servicing Practices. FurthermorePractices in strict compliance with the servicing provisions of the Xxxxxx Xxx Guide, which include, but are not limited to, provisions regarding the liquidation of Mortgage Loans, the Master Servicer shall oversee and consult with collection of Mortgage Loan payments, the Servicer as necessary from time-to-time to carry out the Master Servicer's obligations hereunderpayment of taxes, shall receive, review and evaluate all reports, information insurance and other data provided to charges, the Master Servicer by maintenance of hazard insurance with a Qualified Insurer, the Servicer maintenance of fidelity bond and shall cause errors and omissions insurance, inspections, the Servicer to perform restoration of Mortgaged Property, the maintenance of Primary Mortgage Insurance Policies, insurance claims, and observe the covenantstitle insurance, obligations and conditions to be performed or observed by the Servicer under the applicable Servicing Agreement. The Master Servicer shall independently and separately monitor the Servicer's servicing activities management of REO Property, permitted withdrawals with respect to each related REO Property, liquidation reports, and reports of foreclosures and abandonments of Mortgaged Property, the transfer of Mortgaged Property, the release of Mortgage LoanFiles, reconcile annual statements, and examination of records and facilities. In the results event of such monitoring any conflict, inconsistency or discrepancy between any of the servicing provisions of this Agreement and any of the servicing provisions of the Xxxxxx Mae Guide, the provisions of this Agreement shall control and be binding upon the Purchaser and the Company. The Purchaser may, at its option, deliver powers-of-attorney to the Company sufficient to allow the Company as servicer to execute all documentation requiring execution on behalf of Purchaser with such information provided respect to the servicing of the Mortgage Loans, including satisfactions, partial releases, modifications and foreclosure documentation or, in the previous sentence on a monthly basis alternative, shall as promptly as reasonably possible, execute and coordinate corrective adjustments return such documentation to the Servicer's and Master Servicer's records, and based on such reconciled and corrected informationCompany. Consistent with the terms of this Agreement, the Master Servicer shall provide such information Company may waive, modify or vary any term of any Mortgage Loan or consent to the Securities Administrator as shall be necessary postponement of any such term or in order for it any manner grant indulgence to prepare any Mortgagor if in the statements specified in Section 4.03Company's reasonable and prudent determination such waiver, and prepare any other information and statements required to be forwarded by the Master Servicer hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Servicer modification, postponement or indulgence is not materially adverse to the Custodial Account pursuant to the applicable Servicing Agreement. The Trustee shall furnish the Servicer and the Master Servicer with any powers of attorney and other documents in form as provided to it necessary or appropriate to enable the Servicer and the Master Servicer to service and administer the related Mortgage Loans and REO Property. The Trustee shall provide access to the records and documentation in possession of the Trustee regarding the related Mortgage Loans and REO Property and the servicing thereof to the CertificateholdersPurchaser, the NIMS Insurer, 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; provided, however, that, that unless otherwise required by lawthe Company has obtained the prior written consent of the Purchaser, the Trustee Company shall not be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of permit any Mortgagor. The Trustee shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee's actual costs. The Trustee shall execute and deliver to the Servicer and the Master Servicer any court pleadings, requests for trustee's sale or other documents necessary or desirable to (i) the foreclosure or trustee's sale modification with respect to a Mortgaged Property; any Mortgage Loan that would change the Mortgage Interest Rate, forgive the payment of principal or interest, reduce or increase the outstanding principal balance (iiexcept for actual payments of principal) or change the final maturity date on such Mortgage Loan. In the event of any legal action brought such modification which has been agreed to obtain judgment against in writing by the Purchaser and which permits the deferral of interest or principal payments on any Mortgagor Mortgage Loan, the Company shall, on the Business Day immediately preceding the related Remittance Date in any month in which any such principal or interest payment has been deferred, deposit in the Custodial Account from its own funds, in accordance with Section 4.04 and Section 5.03, the difference between (a) such month's principal and one month's interest at the related Mortgage Note or Security Instrument; (iii) obtain a deficiency judgment against Loan Remittance Rate on the Mortgagor; or (iv) enforce any other rights or remedies provided by the unpaid principal balance of such Mortgage Note or Security Instrument or otherwise available at law or equity.Loan and

Administration and Servicing of Mortgage Loans. (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 related 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 ’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 applicable Servicing Agreement. The Master Servicer shall independently and separately monitor the Servicer's ’s servicing activities 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 the Servicer's ’s and Master Servicer's ’s records, and based on such reconciled and corrected information, the Master Servicer shall provide such information to the Securities Administrator as shall be necessary in order for it to prepare the statements specified in Section 4.03, and prepare any other information and statements required to be forwarded by the Master Servicer hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Servicer to the Custodial Distribution Account pursuant to the applicable Servicing Agreement. The Trustee shall furnish the Servicer and the Master Servicer with any powers a separate power of attorney in the standard form used by the Trustee in the form of Exhibit R to the extent necessary and other documents in form as provided to it necessary or appropriate to enable the Servicer and the Master Servicer to service and administer the related Mortgage Loans and REO Property. The Trustee shall not be liable for the actions of any Servicer or the Master Servicer under such powers of attorney. The Trustee shall provide access to the records and documentation in possession of the Trustee regarding the related Mortgage Loans and REO Property and the servicing thereof to the Certificateholders, the NIMS Insurer, 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; provided, however, that, unless otherwise required by law, the Trustee shall not be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee's ’s actual costs. The Trustee shall execute and deliver to the Servicer and the Master Servicer any court pleadings, requests for trustee's ’s sale or other documents necessary or desirable 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 Security Instrumentsecurity instrument; (iii) obtain a deficiency judgment against the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or Security Instrument security instrument or otherwise available at law or equity.

Administration and Servicing of Mortgage Loans. (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 related 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 ’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 applicable Servicing Agreement. The Master Servicer shall independently and separately monitor the Servicer's ’s servicing activities 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 the Servicer's ’s and Master Servicer's ’s records, and based on such reconciled and corrected information, the Master Servicer shall provide such information to the Securities Administrator as shall be necessary in order for it to prepare the statements specified in Section 4.03, and prepare any other information and statements required to be forwarded by the Master Servicer hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Servicer to the Custodial Account pursuant to the applicable Servicing Agreement. The Trustee shall furnish the Servicer and the Master Servicer with any powers of attorney and other documents in form as provided to it and reasonably acceptable to it necessary or appropriate to enable the Servicer and the Master Servicer to service and administer the related Mortgage Loans and REO Property. The Trustee shall provide access to the records and documentation in possession of the Trustee regarding the related Mortgage Loans and REO Property and the servicing thereof to the Certificateholders, the NIMS Insurer, 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; provided, however, that, unless otherwise required by law, the Trustee shall not be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee's ’s actual costs. The Trustee shall execute and deliver to the Servicer and the Master Servicer any court pleadings, requests for trustee's ’s sale or other documents necessary or desirable 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 Security Instrument; (iii) obtain a deficiency judgment against the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or Security Instrument or otherwise available at law or equity.

Administration and Servicing of Mortgage Loans. (a) Section 2.01. The Master Servicer and the Sub-Servicers. Acting directly or through one or more Sub-Servicers as provided in Section 2.14, the Servicer, as servicer, shall supervise, monitor and oversee the obligation of the Servicer to service and administer the Mortgage Loans with reasonable care, using that degree of skill and attention that the Servicer exercises with respect to all comparable home equity mortgage loans that it services for itself or others. The duties of the Servicer shall include collecting and posting of all payments, responding to inquiries of Mortgagors or by federal, state or local government authorities with respect to the 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 terms Issuer and the Indenture Trustee with respect to payments and making Monthly Advances and Servicing Advances pursuant to Section 4.01. The Servicer shall follow its customary standards, policies and procedures in performing its duties as Servicer, to the extent not in conflict with the provisions of this Agreement. Notwithstanding the appointment of any Sub-Servicer, the Servicer shall remain liable for the performance of all of the related 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 responsibilities under the applicable Servicing this Agreement. The Master Servicer shall independently maintain all licenses and separately monitor qualifications necessary under the Servicer's laws of Arizona, California, Colorado, Nevada, Oregon, Utah and Washington to perform the servicing activities obligations hereunder. If the Servicer commences directly to service a material number or principal amount of Mortgage Loans with respect related Mortgaged Properties located in any other state, the Servicer will use its reasonable efforts promptly to obtain, and thereafter to maintain, all licenses and qualifications necessary to perform its servicing obligations hereunder in each related Mortgage Loan, reconcile such state. Each Sub-Servicer shall maintain all licenses and qualifications necessary to perform its servicing obligations in the results of such monitoring states where the Mortgaged Properties to which the applicable Sub-Servicing Agreement relates are located. The Servicer shall cooperate with the Issuer and the Indenture Trustee and furnish to the Issuer and the Indenture Trustee 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, the Master Servicer shall provide such information to the Securities Administrator its possession as shall may be necessary in order for it or appropriate to prepare enable the statements specified in Section 4.03, Issuer and prepare any other information and statements required the Indenture Trustee to be forwarded by the Master Servicer perform their tax reporting duties hereunder. The Master Servicer shall reconcile Issuer and the results of its Mortgage Loan monitoring with the actual remittances of the Servicer to the Custodial Account pursuant to the applicable Servicing Agreement. The Indenture Trustee shall furnish the Servicer and the Master Servicer with any powers of attorney and other documents in form as provided to it necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. As promptly as practicable subsequent to the Closing Date, and in any event, within 30 days thereafter, the Servicer shall (i) affix the Indenture Trustee's name to each assignment of Mortgage, as the assignee thereof, (ii) cause such assignment to be in proper form for recording in the appropriate public office for real property records and (iii) cause to be delivered for recording in the appropriate pubic office for real property records the assignments of the Mortgages to the Indenture Trustee, except that, with respect to any assignments of Mortgage as to which the Servicer has not received the information required to prepare such assignment in recordable form, the Servicer shall be obligated to prepare and to deliver such assignment for such recording as soon as practicable after receipt of such information and in any event within 30 days after receipt thereof (and in no event more than one year after the Closing Date) and that the Servicer need not cause to be recorded any assignment that relates to a Mortgage Loan in any jurisdiction under the laws of which, as evidenced by an Opinion of Counsel or other documentation delivered by the Servicer (as the Servicer's expense) to the Indenture Trustee, the recordation of such assignment is not necessary to protect the Indenture Trustee's and the Master Servicer to service and administer Bondholders' interest in the related Mortgage Loans and REO PropertyLoan. The Trustee Servicer shall provide access to the records enforce each Mortgage Loan and documentation shall timely calculate, record, report and apply all Mortgage Loan Rate adjustments in possession of the Trustee regarding accordance with the related Mortgage Note. The Servicer's record shall, at all times, reflect the then-current Mortgage Loan Rate and Monthly Mortgage Payment and the Servicer shall timely notify the Mortgagor of any changes to the Mortgage Loan Rate and the Monthly Mortgage Payment. If the Servicer fails to adjust the Mortgage Loan Rate or the Monthly Mortgage Payment in accordance with the terms of the Mortgage Note for the related Mortgage Loan, or if the Servicer fails to notify the related Mortgagor of any such adjustment as required under the terms of such Mortgage Note, or if any liability, claim or defense arises with respect to any Mortgage Loan solely as a result of any such failure, the Servicer shall pay, from its own funds and without right of reimbursement therefor, any shortage in amounts collected or collectible on the related Mortgage Loan that results. The Servicer shall transfer any amounts in respect of such shortage to the Indenture Trustee for deposit in the Bond Account, as described in Section 2.02(e). Without limiting the generality of the foregoing, the Servicer (i) shall continue, and is hereby authorized and empowered by the Issuer and the Indenture Trustee, to execute and deliver, on behalf of itself, the Issuer, the Bondholders 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 respect to the Mortgage Loans and REO with respect to the related Mortgaged Properties (ii) may consent to any modification of the terms of any Mortgage Note not expressly prohibited hereby if the effect of any such modification will not be to materially and adversely affect the security afforded by the related Mortgaged Property or to decrease or slow (other than as permitted by Section 2.02(a)(ii)) the timing of receipt of any payments required thereunder and (iii) shall not consent to the placing of a lien senior to or on parity with that of the Mortgage on the related Mortgaged Property. In the event that notwithstanding the provisions of clause (iii) above the Servicer shall consent to the placing of a lien senior to or on a parity with that of the Mortgage on a Mortgaged Property, the Servicer shall purchase on the next Remittance Date such Mortgage Loan (including any property acquired in respect thereof and any insurance policy or insurance proceeds with respect thereto) from the Trust Estate at a price equal to the Purchase Price and transfer such amount to the Indenture Trustee for deposit in the Bond Account on such Remittance Date pursuant to Section 2.02(e). For purposes of this Agreement, any such purchase shall be deemed to be a prepayment of such Mortgage Loan. It is understood and agreed that the obligation of the Servicer to purchase any Mortgage Loan (or property acquired in respect thereof or insurance policy or insurance proceeds with respect thereto) pursuant to the second immediately preceding sentence shall constitute the sole remedy against it respecting such breach available to the Bondholders or the Indenture Trustee and such obligation shall survive any resignation or termination of the consenting Servicer under this Agreement. The Servicer may sue xx enforce or collect on any of the Mortgage Loans or any insurance policy covering a Mortgage Loan, in its own name if possible, or on behalf of the Issuer or the Indenture Trustee. If the Servicer commences a legal proceeding to enforce a Mortgage Loan or any such insurance policy, the Issuer and the servicing thereof Indenture Trustee shall thereupon be deemed to have automatically assigned the Mortgage Loan or the rights under such insurance policy to the Certificateholders, the NIMS Insurer, the FDIC, and the supervisory agents and examiners Servicer for purposes of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the Trustee; providedcollection only. If, however, thatin any suit or legal proceeding for enforcement, unless otherwise required by lawit is held that the Servicer may not enforce or collect on a Mortgage Loan or any insurance policy covering a Mortgage Loan on the ground that it is not a real party in interest or a holder entitled to enforce such Mortgage Loan or such insurance policy, as the case may be, then the Issuer and the Indenture Trustee shall not be required shall, upon the written request of a Servicing Officer, furnish the Servicer with such powers of attorney and other documents as are necessary or appropriate to provide access enable the Servicer to enforce such records and documentation if Mortgage Loan or insurance policy, as the provision thereof would violate the legal right to privacy of any Mortgagorcase may be. The Trustee shall allow representatives Servicer, on behalf of the above entities Issuer, shall execute, deliver and take all actions reasonably necessary to photocopy any protect the Trust Estate pursuant to Section 3.05 of the records Indenture and documentation and shall provide equipment for that purpose at a charge that covers shall, on behalf of the Trustee's actual costs. The Trustee shall Issuer, execute and deliver and take any additional actions as shall be deemed necessary to effect the administrative obligations of the Issuer under the Indenture. The relationship of the Servicer to the Servicer Issuer and the Master Servicer any court pleadings, requests for trustee's sale or other documents necessary or desirable to (i) the foreclosure or trustee's sale with respect to a Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note or Security Instrument; (iii) obtain a deficiency judgment against the Mortgagor; or (iv) enforce any other rights or remedies provided Indenture Trustee under this Agreement is intended by the Mortgage Note parties to be that of an independent contractor and not that of a joint venturer, partner or Security Instrument or otherwise available at law or equityagent.

Administration and Servicing of Mortgage Loans. (a) The SECTION 3.01 Master Servicer shall supervise, monitor Servicing and oversee the obligation Servicing of Mortgage Loans. For and on behalf of the Servicer to Certificateholders, as independent contractors of the Trustee, (i) each Servicer, severally and not jointly, shall service and administer the related Non-Designated Mortgage Loans in accordance with the terms of this Agreement and with Accepted Servicing Practices, (ii) the Master Servicer shall, in accordance with Section 3.03 of this Agreement, master service and administer the Non-Designated Mortgage Loans (other than the WMMSC Serviced Mortgage Loans) by overseeing and enforcing the servicing of the Non-Designated Mortgage Loans by the related Servicing Servicer (other than WMMSC) according to the terms of this Agreement and (iii) the Master Servicer shall, in accordance with the Section 3.20 of this Agreement, master service and administer the Designated Mortgage Loans by overseeing and enforcing the servicing of the Designated Mortgage Loans by the related Designated Servicer according to the terms of the related Designated Servicing Agreement. The obligations of each of SPS, GreenPoint, Xxxxx Fargo and WMMSC hereunder to service and administer the Mortgage Loans shall be limited to the SPS Serviced Mortgage Loans, GreenPoint Serviced Mortgage Loans, Xxxxx Fargo Serviced Mortgage Loans and WMMSC Serviced Mortgage Loans, respectively; and with respect to the duties and obligations of each Servicer, references herein to related “Mortgage Loans” shall be limited to the SPS Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties) in the case of SPS, the GreenPoint Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties) in the case of GreenPoint, the Xxxxx Fargo Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties) in the case of Xxxxx Fargo, and the WMMSC Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties) in the case of WMMSC; and in no event shall any Servicer have any responsibility or liability with respect to any of the other Mortgage Loans. The obligations of the Master Servicer to master service and administer the Mortgage Loans shall be limited to the SPS Serviced Mortgage Loans, the GreenPoint Serviced Mortgage Loans, the Xxxxx Fargo Serviced Mortgage Loans and the Designated Mortgage Loans. Notwithstanding anything to the contrary contained in this Agreement, the Master Servicer shall have no obligations to master service or administer the WMMSC Serviced Mortgage Loans. In connection with such servicing and administration of the Non-Designated Mortgage Loans, the Master Servicer and each Servicer shall have full power and authority authority, acting alone and/or, with respect to any Servicer, through Subservicers as provided in Section 3.02 hereof, to do or cause to be done any and all things which that it may deem necessary or desirable in connection with such master servicing and administration. In performing its obligations hereunder, including but not limited to, the power and authority, subject to the terms hereof (i) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds and other Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that neither the Master Servicer nor any Servicer shall act take any action that is inconsistent with or prejudices the interests of the Trust Fund or the Certificateholders in a manner consistent with Accepted Master Servicing Practices. Furthermoreany Mortgage Loan or the rights and interests of the Depositor, the Master Servicer shall oversee and consult with Trustee, the Servicer as necessary from time-to-time to carry out Trust Administrator or 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 Certificateholders under the applicable Servicing this Agreement. The Master Servicer and each Servicer shall independently represent and separately monitor protect the Servicer's servicing activities with respect to each related interests of the Trust Fund in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan, reconcile the results and shall not make or permit any modification, waiver or amendment of such monitoring with such information provided any Mortgage Loan which would cause any REMIC created hereunder to fail to qualify as a REMIC or result in the previous sentence on a monthly basis and coordinate corrective adjustments to imposition of any tax under Section 860F(a) or Section 860G(d) of the Servicer's and Master Servicer's records, and based on such reconciled and corrected informationCode. Without limiting the generality of the foregoing, the Master Servicer shall provide such information to and each Servicer, in its own name or in the Securities Administrator as shall be necessary in order for it to prepare name of the statements specified in Section 4.03Depositor and the Trustee, is hereby authorized and prepare any other information empowered by the Depositor, the Trustee and statements required to be forwarded by the Trust Administrator, when the Master Servicer hereunderor such Servicer believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Trust Administrator, the Depositor, the Certificateholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to the Mortgage Loans, and with respect to the Mortgaged Properties held for the benefit of the Certificateholders. The Master Servicer and each Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Servicer prepare and deliver to the Custodial Account pursuant to Depositor and/or the applicable Servicing Agreement. The Trustee shall furnish and/or the Servicer Trust Administrator such documents requiring execution and the Master Servicer with any powers delivery by either or both of attorney and other documents in form them as provided to it are necessary or appropriate to enable the Servicer and the Master Servicer or such Servicer to master servicer and administer or service and administer the Mortgage Loans, as applicable, to the extent that the Master Servicer or such Servicer is not permitted to execute and deliver such documents pursuant to the preceding sentence. Upon receipt of such documents, the Depositor and/or the Trustee or the Trust Administrator shall execute such documents and deliver them to the Master Servicer or such Servicer, as applicable. In accordance with the standards of the preceding paragraph and unless determined in good faith to be a Nonrecoverable Advance, each Servicer shall advance or cause to be advanced funds, as necessary for the purpose of effecting the payment of taxes and assessments on the Mortgaged Properties related to Non-Designated Mortgage Loans, which advances constitute Servicing Advances and shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.06, and further as provided in Section 3.08. In no event will any Servicer be required to make any Servicing Advance that would constitute a Nonrecoverable Advance. The costs incurred by a Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties related to Non-Designated Mortgage Loans and REO Property. The Trustee related insurance premiums shall provide access to not, for the records and documentation in possession purpose of the Trustee regarding the related Mortgage Loans and REO Property and the servicing thereof calculating monthly distributions to the Certificateholders, be added to the NIMS InsurerStated Principal Balances of the related Non-Designated Mortgage Loans, notwithstanding that the terms of such Non-Designated Mortgage Loans so permit. Each Servicer hereby acknowledges that, to the extent such Servicer has previously serviced some or all of the Non-Designated Mortgage Loans pursuant to another servicing agreement, the FDICprovisions contained in this Agreement shall supersede the provisions contained in such other servicing agreement from and after the Closing Date. In addition, 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; provided, however, that, unless otherwise required by law, the Trustee shall not be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee's actual costs. The Trustee shall execute and deliver to the Servicer and the Master Servicer hereby acknowledges that, to the extent the Master Servicer or any court pleadingsDesignated Servicer has previously serviced some or all of the Designated Mortgage Loans pursuant to another servicing agreement, requests the provisions contained in the related Designated Servicing Agreement shall supersede the provisions contained in such other servicing agreement from and after the Closing Date. Notwithstanding anything in this Agreement to the contrary, the purchase of any WMMSC Serviced Mortgage Loan by any Person shall be subject to the rights of WMMSC to continue servicing such WMMSC Serviced Mortgage Loan for trustee's sale the same Servicing Fee substantially in accordance with the terms of this Agreement. The related Servicer, other than WMMSC, will fully furnish, in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company, on a monthly basis. With respect to each WMMSC Serviced Mortgage Loan, WMMSC will furnish information regarding its borrower credit files to credit reporting agencies in compliance with the provisions of the Fair Credit Reporting Act and its implementing regulations applicable to WMMSC. Each Servicer is authorized and empowered, on behalf of the Certificateholders and the Trustee, in its own name or in the name of any Subservicer, when a Servicer or any Subservicer, as the case may be, believes it appropriate in its best judgment to register any related Mortgage Loan on the MERS® System, or cause the removal from the registration of such Mortgage Loan on the MERS® System, to execute and deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of assignment and other documents necessary or desirable to (i) the foreclosure or trustee's sale comparable instruments with respect to such assignment or re-recording of a Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor on Mortgage in the Mortgage Note or Security Instrument; (iii) obtain a deficiency judgment against name of MERS, solely as nominee for the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or Security Instrument or otherwise available at law or equityTrustee and its successors and assigns.

Administration and Servicing of Mortgage Loans. (a) The SECTION 3.01 Master Servicer shall supervise, monitor Servicing and oversee the obligation Servicing of Mortgage Loans. For and on behalf of the Servicer to Certificateholders, as independent contractors of the Trustee, (i) each Servicer, severally and not jointly, shall service and administer the related Non-Designated Mortgage Loans in accordance with the terms of this Agreement and with Accepted Servicing Practices and with all applicable requirements of the Servicing Criteria, (ii) the Master Servicer shall, in accordance with Section 3.03 of this Agreement, master service and administer the Non-Designated Mortgage Loans (other than the WMMSC Serviced Mortgage Loans) by overseeing and enforcing the servicing of the Non-Designated Mortgage Loans by the related Servicing Servicer (other than WMMSC) according to the terms of this Agreement and (iii) the Master Servicer shall, in accordance with the Section 3.20 of this Agreement, master service and administer the Designated Mortgage Loans by overseeing and enforcing the servicing of the Designated Mortgage Loans by the related Designated Servicer according to the terms of the related Designated Servicing Agreement. The obligations of each of SPS, Xxxxx Fargo, GreenPoint and WMMSC hereunder to service and administer the Mortgage Loans shall be limited to SPS Serviced Mortgage Loans, Xxxxx Fargo Serviced Mortgage Loans, GreenPoint Serviced Mortgage Loans and WMMSC Serviced Mortgage Loans, respectively; and with respect to the duties and obligations of each Servicer, references herein to related “Mortgage Loans” shall be limited to the SPS Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties) in the case of SPS, the Xxxxx Fargo Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties) in the case of Xxxxx Fargo, the GreenPoint Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties), in the case of GreenPoint and the WMMSC Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties) in the case of WMMSC; and in no event shall any Servicer have any responsibility or liability with respect to any of the other Mortgage Loans. The obligations of the Master Servicer to master service and administer the Mortgage Loans shall be limited to the SPS Serviced Mortgage Loans, the Xxxxx Fargo Serviced Mortgage Loans, the GreenPoint Serviced Mortgage Loans and the Designated Mortgage Loans. Notwithstanding anything to the contrary contained in this Agreement, the Master Servicer shall have no obligations to master service or administer the WMMSC Serviced Mortgage Loans. In connection with such servicing and administration of the Non-Designated Mortgage Loans, the Master Servicer and each Servicer shall have full power and authority authority, acting alone and/or, with respect to any Servicer, through Sub-Servicers as provided in Section 3.02 hereof, to do or cause to be done any and all things which that it may deem necessary or desirable in connection with such master servicing and administration. In performing its obligations hereunder, including but not limited to, the power and authority, subject to the terms hereof (i) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds and other Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that neither the Master Servicer nor any Servicer shall act take any action that is inconsistent with or prejudices the interests of the Trust Fund or the Certificateholders in a manner consistent with Accepted Master Servicing Practices. Furthermoreany Mortgage Loan or the rights and interests of the Depositor, the Master Servicer shall oversee and consult with Trustee, the Servicer as necessary from time-to-time to carry out Trust Administrator or 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 Certificateholders under the applicable Servicing this Agreement. The Master Servicer and each Servicer shall independently represent and separately monitor protect the Servicer's servicing activities with respect to each related interests of the Trust Fund in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan, reconcile the results and shall not make or permit any modification, waiver or amendment of such monitoring with such information provided any Mortgage Loan which would cause any REMIC created hereunder to fail to qualify as a REMIC or result in the previous sentence on a monthly basis and coordinate corrective adjustments to imposition of any tax under Section 860F(a) or Section 860G(d) of the Servicer's and Master Servicer's records, and based on such reconciled and corrected informationCode. Without limiting the generality of the foregoing, the Master Servicer shall provide such information to and each Servicer, in its own name or in the Securities Administrator as shall be necessary in order for it to prepare name of the statements specified in Section 4.03Depositor and the Trustee, is hereby authorized and prepare any other information empowered by the Depositor, the Trustee and statements required to be forwarded by the Trust Administrator, when the Master Servicer hereunderor such Servicer believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Trust Administrator, the Depositor, the Certificateholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to the Mortgage Loans, and with respect to the Mortgaged Properties held for the benefit of the Certificateholders. The Master Servicer and each Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Servicer prepare and deliver to the Custodial Account pursuant to Depositor and/or the applicable Servicing Agreement. The Trustee shall furnish and/or the Servicer Trust Administrator such documents requiring execution and the Master Servicer with any powers delivery by either or both of attorney and other documents in form them as provided to it are necessary or appropriate to enable the Servicer and the Master Servicer or such Servicer to master servicer and administer or service and administer the Mortgage Loans, as applicable, to the extent that the Master Servicer or such Servicer is not permitted to execute and deliver such documents pursuant to the preceding sentence. Upon receipt of such documents, the Depositor and/or the Trustee or the Trust Administrator shall execute such documents and deliver them to the Master Servicer or such Servicer, as applicable. In accordance with the standards of the preceding paragraph and unless determined in good faith to be a Nonrecoverable Advance, each Servicer shall advance or cause to be advanced funds, as necessary for the purpose of effecting the payment of taxes and assessments on the Mortgaged Properties related to Non-Designated Mortgage Loans, which advances constitute Servicing Advances and shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.06, and further as provided in Section 3.08. In no event will any Servicer be required to make any Servicing Advance that would constitute a Nonrecoverable Advance. The costs incurred by a Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties related to Non-Designated Mortgage Loans and REO Property. The Trustee related insurance premiums shall provide access to not, for the records and documentation in possession purpose of the Trustee regarding the related Mortgage Loans and REO Property and the servicing thereof calculating monthly distributions to the Certificateholders, be added to the NIMS InsurerStated Principal Balances of the related Non-Designated Mortgage Loans, notwithstanding that the terms of such Non-Designated Mortgage Loans so permit. Each Servicer hereby acknowledges that, to the extent such Servicer has previously serviced some or all of the Non-Designated Mortgage Loans pursuant to another servicing agreement, the FDICprovisions contained in this Agreement shall supersede the provisions contained in such other servicing agreement from and after the Closing Date, except that such other servicing agreement shall survive and the supervisory agents govern with respect to excess servicing fees and examiners of the FDICtermination without cause. In addition, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the Trustee; provided, however, that, unless otherwise required by law, the Trustee shall not be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee's actual costs. The Trustee shall execute and deliver to the Servicer and the Master Servicer hereby acknowledges that, to the extent the Master Servicer or any court pleadingsDesignated Servicer has previously serviced some or all of the Designated Mortgage Loans pursuant to another servicing agreement, requests for trustee's sale or the provisions contained in the related Designated Servicing Agreement shall supersede the provisions contained in such other documents necessary or desirable servicing agreement from and after the Closing Date. Notwithstanding anything in this Agreement to the contrary, (i) the foreclosure purchase of any WMMSC Serviced Mortgage Loan by any Person shall be subject to the rights of WMMSC to continue servicing such WMMSC Serviced Mortgage Loan for the same Servicing Fee substantially in accordance with the terms of this Agreement and (ii) the purchase of any Xxxxx Fargo Serviced CORE Mortgage Loan by any Person shall be subject to the rights of Xxxxx Fargo to continue servicing such Xxxxx Fargo Serviced CORE Mortgage Loan for the same Servicing Fee substantially in accordance with the terms of this Agreement. The related Servicer, other than WMMSC, will fully furnish, in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company, on a monthly basis. With respect to each WMMSC Serviced Mortgage Loan, WMMSC will furnish information regarding its borrower credit files to credit reporting agencies in compliance with the provisions of the Fair Credit Reporting Act and its implementing regulations applicable to WMMSC. Each Servicer is authorized and empowered, on behalf of the Certificateholders and the Trustee, in its own name or trustee's sale in the name of any Sub-Servicer, when a Servicer or any Sub-Servicer, as the case may be, believes it appropriate in its best judgment to register any related Mortgage Loan on the MERS® System, or cause the removal from the registration of such Mortgage Loan on the MERS® System, to execute and deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor on Mortgage in the Mortgage Note or Security Instrument; (iii) obtain a deficiency judgment against name of MERS, solely as nominee for the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or Security Instrument or otherwise available at law or equityTrustee and its successors and assigns.

Administration and Servicing of Mortgage Loans. (a) Section 4.01 Company to Act as Servicer. The Master Servicer Company, as independent contract servicer, shall supervise, monitor and oversee the obligation of the Servicer to service and administer the Mortgage Loans in accordance with the terms of this Agreement and the related Term Sheet and 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 the Company may deem necessary or desirable and consistent with the terms of this Agreement and the related Term Sheet and with Accepted Servicing Practices and exercise the same care that it customarily employs for its own account. Except as set forth in this Agreement and the related Term Sheet, the Company shall service the Mortgage Loans in strict compliance with the servicing provisions of the Fxxxxx Mxx Guides (special servicing option), which include, but are not limited to, provisions regarding the liquidation of Mortgage Loans, the collection of Mortgage Loan payments, the payment of taxes, insurance and other charges, the maintenance of hazard insurance with a Qualified Insurer, the maintenance of mortgage impairment insurance, the maintenance of fidelity bond and errors and omissions insurance, inspections, the restoration of Mortgaged Property, the maintenance of Primary Mortgage Insurance Policies, insurance claims, the title, management and disposition of REO Property, permitted withdrawals with respect to REO Property, liquidation reports, and reports of foreclosures and abandonments of Mortgaged Property, the transfer of Mortgaged Property, the release of Mortgage Files, annual statements, and examination of records and facilities. In the event of any conflict, inconsistency or discrepancy between any of the servicing provisions of this Agreement and the related Term Sheet and any of the servicing provisions of the Fxxxxx Mae Guides, the provisions of this Agreement and the related Term Sheet shall control and be binding upon the Purchaser and the Company. Consistent with the terms of this Agreement and the related Term Sheet, the Company may waive, modify or vary any term of any Mortgage Loan or consent to the postponement of any such term or in any manner grant indulgence to any Mortgagor if in the Company's reasonable and prudent determination such waiver, modification, postponement or indulgence is not materially adverse to the Purchaser, provided, however, that unless the Company has obtained the prior written consent of the Purchaser, the Company shall not permit any modification with respect to any Mortgage Loan that would change the Mortgage Interest Rate, defer for more than ninety days or forgive any payment of principal or interest, reduce or increase the outstanding principal balance (except for actual payments of principal) or change the final maturity date on such Mortgage Loan. In the event of any such modification which has been agreed to in writing by the Purchaser and which permits the deferral of interest or principal payments on any Mortgage Loan, the Company shall, on the Business Day immediately preceding the Remittance Date in any month in which any such principal or interest payment has been deferred, deposit in the Custodial Account from its own funds, in accordance with Section 4.04, the difference between (a) such month's principal and one month's interest at the Mortgage Loan Remittance Rate on the unpaid principal balance of such Mortgage Loan and (b) the amount paid by the Mortgagor. The Company shall be entitled to reimbursement for such advances to the same extent as for all other advances pursuant to Section 4.05. Without limiting the generality of the foregoing, the Company shall continue, and is hereby authorized and empowered, to prepare, execute and deliver, all instruments of satisfaction or cancellation, or of partial or full release, discharge and all other comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Properties. Notwithstanding anything herein to the contrary, the Company may not enter into a forbearance agreement or similar arrangement with respect to any Mortgage Loan which runs more than 180 days after the first delinquent Due Date. Any such agreement shall be approved by Purchaser and, if required, by the Primary Mortgage Insurance Policy insurer, if required. Notwithstanding anything in this Agreement to the contrary, if any Mortgage Loan becomes subject to a Pass-Through Transfer, the Company (a) with respect to such Mortgage Loan, shall not permit any modification with respect to such Mortgage Loan that would change the Mortgage Interest Rate and (b) shall not (unless the Mortgagor is in default with respect to such Mortgage Loan or such default is, in the judgment of the Company, reasonably foreseeable) make or permit any modification, waiver or amendment of any term of such Mortgage Loan that would both (i) effect an exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or Treasury regulations promulgated thereunder) and (ii) cause any REMIC to fail to qualify as a REMIC under the Code or the imposition of any tax on "prohibited transactions" or "contributions" after the startup date under the REMIC Provisions. Prior to taking any action with respect to the Mortgage Loans subject to a Pass-Through Transfer, which is not contemplated under the terms of this Agreement, the Company will obtain an Opinion of Counsel acceptable to the trustee in such Pass-Through Transfer with respect to whether such action could result in the imposition of a tax upon any REMIC (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code)(either such event, an "Adverse REMIC Event"), and the Company shall not take any such actions as to which it has been advised that an Adverse REMIC Event could occur. The Company shall not permit the creation of any "interests" (within the meaning of Section 860G of the Code) in any REMIC. The Company shall not enter into any arrangement by which a REMIC will receive a fee or other compensation for services nor permit a REMIC to receive any income from assets other than "qualified mortgages" as defined in Section 860G(a)(3) of the Code or "permitted investments" as defined in Section 860G(a)(5) of the Code. In servicing and administering the Mortgage Loans, the Company shall employ Accepted Servicing Practices, giving due consideration to the Purchaser's reliance on the Company. Unless a different time period is stated in this Agreement or the related Term Sheet, Purchaser shall be deemed to have given consent in connection with a particular matter if Purchaser does not affirmatively grant or deny consent within five (5) Business Days from the date Purchaser receives a second written request for consent for such master matter from Company as servicer. The Mortgage Loans may be subserviced by a Subservicer on behalf of the Company provided that the Subservicer is an entity that engages in the business of servicing loans, and administrationin either case shall be authorized to transact business, and licensed to service mortgage loans, in the state or states where the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the Subservicer to perform its obligations hereunder and under the Subservicing Agreement, and in either case shall be a FHLMC or Fxxxxx Mxx approved mortgage servicer in good standing, and no event has occurred, including but not limited to a change in insurance coverage, which would make it unable to comply with the eligibility requirements for lenders imposed by Fxxxxx Mae or for seller/servicers imposed by Fxxxxx Mxx or FHLMC, or which would require notification to Fxxxxx Mae or FHLMC. In performing addition, each Subservicer will obtain and preserve its obligations hereunderqualifications to do business as a foreign corporation and its licenses to service mortgage loans, in each jurisdiction in which such qualifications and/or licenses are or shall be necessary to protect the Master Servicer shall act in a manner consistent with Accepted Master Servicing Practices. Furthermorevalidity and enforceability of this Agreement, or any of the Master Servicer shall oversee Mortgage Loans 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 or cause to be performed or observed by the Servicer its duties under the applicable Servicing related Subservicing Agreement. The Master Servicer Company may perform any of its servicing responsibilities hereunder or may cause the Subservicer to perform any such servicing responsibilities on its behalf, but the use by the Company of the Subservicer shall independently not release the Company from any of its obligations hereunder and separately monitor the ServicerCompany shall remain responsible hereunder for all acts and omissions of the Subservicer as fully as if such acts and omissions were those of the Company. The Company shall pay all fees and expenses of the Subservicer from its own funds, and the Subservicer's fee shall not exceed the Servicing Fee. Company shall notify Purchaser promptly in writing upon the appointment of any Subservicer. At the cost and expense of the Company, without any right of reimbursement from the Custodial Account, the Company shall be entitled to terminate the rights and responsibilities of the Subservicer and arrange for any servicing activities with respect responsibilities to each related Mortgage Loan, reconcile be performed by a successor subservicer meeting the results of such monitoring with such information provided requirements in the previous sentence on a monthly basis and coordinate corrective adjustments to the Servicer's and Master Servicer's recordspreceding paragraph, and based on such reconciled and corrected informationprovided, the Master Servicer shall provide such information to the Securities Administrator as however, that nothing contained herein shall be necessary in order for it deemed to prepare prevent or prohibit the statements specified in Section 4.03Company, and prepare any other information and statements required to be forwarded by at the Master Servicer hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Servicer to the Custodial Account pursuant to the applicable Servicing Agreement. The Trustee shall furnish the Servicer and the Master Servicer with any powers of attorney and other documents in form as provided to it necessary or appropriate to enable the Servicer and the Master Servicer Company's option, from electing to service and administer the related Mortgage Loans itself. In the event that the Company's responsibilities and REO Propertyduties under this Agreement are terminated pursuant to Section 4.13, 8.04, 9.01 or 10.01 and if requested to do so by the Purchaser, the Company shall at its own cost and expense terminate the rights and responsibilities of the Subservicer effective as of the date of termination of the Company. The Trustee Company shall provide access pay all fees, expenses or penalties necessary in order to terminate the rights and responsibilities of the Subservicer from the Company's own funds without reimbursement from the Purchaser. Notwithstanding any of the provisions of this Agreement relating to agreements or arrangements between the Company and the Subservicer or any reference herein to actions taken through the Subservicer or otherwise, the Company shall not be relieved of its obligations to the records Purchaser and documentation in possession shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage Loans. The Company shall be entitled to enter into an agreement with the Subservicer for indemnification of the Trustee regarding Company by the related Subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. The Company will indemnify and hold Purchaser harmless from any loss, liability or expense arising out of its use of a Subservicer to perform any of its servicing duties, responsibilities and obligations hereunder. Any Subservicing Agreement and any other transactions or services relating to the Mortgage Loans involving the Subservicer shall be deemed to be between the Subservicer and REO Property and the servicing thereof to the Certificateholders, the NIMS Insurer, the FDICCompany alone, and the supervisory agents and examiners of the FDICPurchaser shall have no obligations, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the Trustee; provided, however, that, unless otherwise required by law, the Trustee shall not be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee's actual costs. The Trustee shall execute and deliver to the Servicer and the Master Servicer any court pleadings, requests for trustee's sale duties or other documents necessary or desirable to (i) the foreclosure or trustee's sale liabilities with respect to a Mortgaged Property; (ii) any legal action brought the Subservicer including no obligation, duty or liability of Purchaser to obtain judgment against any Mortgagor on pay the Mortgage Note or Security Instrument; (iii) obtain a deficiency judgment against the Mortgagor; or (iv) enforce any other rights or remedies provided Subservicer's fees and expenses. For purposes of distributions and advances by the Company pursuant to this Agreement, the Company shall be deemed to have received a payment on a Mortgage Note or Security Instrument or otherwise available at law or equityLoan when the Subservicer has received such payment.

Administration and Servicing of Mortgage Loans. (a) The SECTION 3.01 Master Servicer shall supervise, monitor Servicing and oversee the obligation Servicing of Mortgage Loans. For and on behalf of the Servicer to Certificateholders and the Certificate Insurer, as independent contractors of the Trustee, (i) each Servicer, severally and not jointly, shall service and administer the related Non-Designated Mortgage Loans in accordance with the terms of this Agreement and with Accepted Servicing Practices and with all applicable requirements of the Servicing Criteria, (ii) the Master Servicer shall, in accordance with Section 3.03 of this Agreement, master service and administer the Non-Designated Mortgage Loans by overseeing and enforcing the servicing of the Non-Designated Mortgage Loans by the related Servicing Servicer according to the terms of this Agreement and (iii) the Master Servicer shall, in accordance with the Section 3.20 of this Agreement, master service and administer the Designated Mortgage Loans by overseeing and enforcing the servicing of the Designated Mortgage Loans by the related Designated Servicer according to the terms of the related Designated Servicing Agreement. The obligations of each of SPS, Xxxxx Fargo and GreenPoint hereunder to service and administer the Mortgage Loans shall be limited to SPS Serviced Mortgage Loans, Xxxxx Fargo Serviced CORE Mortgage Loans, Xxxxx Fargo Serviced Mortgage Loans and GreenPoint Serviced Mortgage Loans, respectively; and with respect to the duties and obligations of each Servicer, references herein to related “Mortgage Loans” shall be limited to the SPS Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties) in the case of SPS, the Xxxxx Fargo Serviced Mortgage Loans and the Xxxxx Fargo Serviced CORE Mortgage Loans (and the related proceeds thereof and related REO Properties) in the case of Xxxxx Fargo and the GreenPoint Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties) in the case of GreenPoint; and in no event shall any Servicer have any responsibility or liability with respect to any of the other Mortgage Loans. The obligations of the Master Servicer to master service and administer the Mortgage Loans shall be limited to the Non-Designated Mortgage Loans and the Designated Mortgage Loans. In connection with such servicing and administration of the Non-Designated Mortgage Loans, the Master Servicer and each Servicer shall have full power and authority authority, acting alone and/or, with respect to any Servicer, through Sub-Servicers as provided in Section 3.02 hereof, to do or cause to be done any and all things which that it may deem necessary or desirable in connection with such master servicing and administration. In performing its obligations hereunder, including but not limited to, the power and authority, subject to the terms hereof (i) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds and other Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that neither the Master Servicer nor any Servicer shall act take any action that is inconsistent with or prejudices the interests of the Trust Fund or the Certificateholders in a manner consistent with Accepted Master Servicing Practices. Furthermoreany Mortgage Loan or the rights and interests of the Depositor, the Master Servicer shall oversee and consult with Trustee, the Servicer as necessary from time-to-time to carry out Trust Administrator, the Master Servicer's obligations hereunder, shall receive, review and evaluate all reports, information and other data provided to Certificate Insurer or 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 Certificateholders under the applicable Servicing this Agreement. The Master Servicer and each Servicer shall independently represent and separately monitor protect the Servicer's servicing activities with respect to each related interests of the Trust Fund in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan, reconcile the results and shall not make or permit any modification, waiver or amendment of such monitoring with such information provided any Mortgage Loan which would cause any REMIC created hereunder to fail to qualify as a REMIC or result in the previous sentence on a monthly basis and coordinate corrective adjustments to imposition of any tax under Section 860F(a) or Section 860G(d) of the Servicer's and Master Servicer's records, and based on such reconciled and corrected informationCode. Without limiting the generality of the foregoing, the Master Servicer shall provide such information to and each Servicer, in its own name or in the Securities Administrator as shall be necessary in order for it to prepare name of the statements specified in Section 4.03Depositor and the Trustee, is hereby authorized and prepare any other information empowered by the Depositor, the Trustee and statements required to be forwarded by the Trust Administrator, when the Master Servicer hereunderor such Servicer believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Trust Administrator, the Depositor, the Certificateholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to the Mortgage Loans, and with respect to the Mortgaged Properties held for the benefit of the Certificateholders. The Master Servicer and each Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Servicer prepare and deliver to the Custodial Account pursuant to Depositor and/or the applicable Servicing Agreement. The Trustee shall furnish and/or the Servicer Trust Administrator such documents requiring execution and the Master Servicer with any powers delivery by either or both of attorney and other documents in form them as provided to it are necessary or appropriate to enable the Servicer and the Master Servicer or such Servicer to master servicer and administer or service and administer the Mortgage Loans, as applicable, to the extent that the Master Servicer or such Servicer is not permitted to execute and deliver such documents pursuant to the preceding sentence. Upon receipt of such documents, the Depositor and/or the Trustee or the Trust Administrator shall execute such documents and deliver them to the Master Servicer or such Servicer, as applicable. In accordance with the standards of the preceding paragraph and unless determined in good faith to be a Nonrecoverable Advance, each Servicer shall advance or cause to be advanced funds, as necessary for the purpose of effecting the payment of taxes and assessments on the Mortgaged Properties related to Non-Designated Mortgage Loans, which advances constitute Servicing Advances and shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.06, and further as provided in Section 3.08. In no event will any Servicer be required to make any Servicing Advance that would constitute a Nonrecoverable Advance. The costs incurred by a Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties related to Non-Designated Mortgage Loans and REO Property. The Trustee related insurance premiums shall provide access to not, for the records and documentation in possession purpose of the Trustee regarding the related Mortgage Loans and REO Property and the servicing thereof calculating monthly distributions to the Certificateholders, be added to the NIMS Insurer, the FDIC, and the supervisory agents and examiners Stated Principal Balances of the FDICrelated Non-Designated Mortgage Loans, notwithstanding that the terms of such access being afforded only upon reasonable prior written request and during normal business hours at the office of the TrusteeNon-Designated Mortgage Loans so permit; provided, however, that the limitations contained in this sentence will not apply to modifications made pursuant to Section 3.05(b). The parties to this Agreement acknowledge that Servicing Advances shall be reimbursable pursuant to Section 3.08 and agree that no Servicing Advances shall be rejected or disallowed by any party unless such Servicing Advance is not reimbursable under the terms of this Agreement. Each Servicer hereby acknowledges that, unless otherwise required by lawto the extent such Servicer has previously serviced some or all of the Non-Designated Mortgage Loans pursuant to another servicing agreement, the Trustee provisions contained in this Agreement shall not be required supersede the provisions contained in such other servicing agreement from and after the Closing Date, except that such other servicing agreement shall survive and govern with respect to provide access to such records excess servicing fees and documentation if the provision thereof would violate the legal right to privacy of any Mortgagortermination without cause. The Trustee shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee's actual costs. The Trustee shall execute and deliver to the Servicer and In addition, the Master Servicer hereby acknowledges that, to the extent the Master Servicer or any court pleadingsDesignated Servicer has previously serviced some or all of the Designated Mortgage Loans pursuant to another servicing agreement, requests the provisions contained in the related Designated Servicing Agreement shall supersede the provisions contained in such other servicing agreement from and after the Closing Date. Notwithstanding anything in this Agreement to the contrary, the purchase of any Xxxxx Fargo Serviced CORE Mortgage Loan by any Person shall be subject to the rights of Xxxxx Fargo to continue servicing such Xxxxx Fargo Serviced CORE Mortgage Loan for trustee's sale the same Servicing Fee substantially in accordance with the terms of this Agreement. The related Servicer will fully furnish, in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company, on a monthly basis. Each Servicer is authorized and empowered, on behalf of the Certificateholders and the Trustee, in its own name or in the name of any Sub-Servicer, when a Servicer or any Sub-Servicer, as the case may be, believes it appropriate in its best judgment to register any related Mortgage Loan on the MERS® System, or cause the removal from the registration of such Mortgage Loan on the MERS® System, to execute and deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of assignment and other documents necessary or desirable to (i) the foreclosure or trustee's sale comparable instruments with respect to such assignment or re-recording of a Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor on Mortgage in the Mortgage Note or Security Instrument; (iii) obtain a deficiency judgment against name of MERS, solely as nominee for the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or Security Instrument or otherwise available at law or equityTrustee and its successors and assigns.

Administration and Servicing of Mortgage Loans. (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 related 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 ’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 applicable Servicing Agreement. The Master Servicer shall independently and separately monitor the Servicer's ’s servicing activities 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 the Servicer's ’s and Master Servicer's ’s records, and based on such reconciled and corrected information, the Master Servicer shall provide such information to the Securities Administrator as shall be necessary in order for it to prepare the statements specified in Section 4.03, and prepare any other information and statements required to be forwarded by the Master Servicer hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Servicer to the Custodial Account pursuant to the applicable Servicing Agreement. In addition to the foregoing, in connection with a modification of any Mortgage Loan by the Servicer, if the Master Servicer is unable to enforce the obligations of the Servicer with respect to such modification, the Master Servicer shall notify the Depositor of such Servicer’s failure to comply with the terms of the Servicing Agreement or this Agreement. If the 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 Servicer outlining the terms of such modification and appropriate supporting documentation, the Master Servicer determines that the modification is permitted under the terms of the Servicing Agreement and that any conditions to such modification set forth in the Servicing Agreement have been satisfied. Furthermore, if the 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 related to a defaulted Mortgage Loan (to the extent it receives notice of such from the 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 Servicing Agreement, and the Master Servicer shall notify the Depositor in any case in which the Master Servicer believes that the Servicer is not complying with such timeframes and/or other requirements. The Trustee shall furnish the Servicer and the Master Servicer with any powers of attorney and other documents in form as provided to it and reasonably acceptable to it necessary or appropriate to enable the Servicer and the Master Servicer to service and administer the related Mortgage Loans and REO Property. The Trustee shall provide access to the records and documentation in possession of the Trustee regarding the related Mortgage Loans and REO Property and the servicing thereof to the Certificateholders, the NIMS Insurer, 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; provided, however, that, unless otherwise required by law, the Trustee shall not be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee's ’s actual costs. The Trustee shall execute and deliver to the Servicer and the Master Servicer any court pleadings, requests for trustee's ’s sale or other documents necessary or desirable 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 Security Instrument; (iii) obtain a deficiency judgment against the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or Security Instrument or otherwise available at law or equity.

Administration and Servicing of Mortgage Loans. (a) The SECTION 3.01 Master Servicer shall supervise, monitor Servicing and oversee the obligation Servicing of Mortgage Loans. For and on behalf of the Servicer to Certificateholders, as independent contractors of the Trustee, (i) each Servicer, severally and not jointly, shall service and administer the related Non-Designated Mortgage Loans in accordance with the terms of this Agreement and with Accepted Servicing Practices, (ii) the Master Servicer shall, in accordance with Section 3.03 of this Agreement, master service and administer the Non-Designated Mortgage Loans (other than the WMMSC Serviced Mortgage Loans) by overseeing and enforcing the servicing of the Non-Designated Mortgage Loans by the related Servicing Servicer (other than WMMSC) according to the terms of this Agreement and (iii) the Master Servicer shall, in accordance with the Section 3.20 of this Agreement, master service and administer the Designated Mortgage Loans by overseeing and enforcing the servicing of the Designated Mortgage Loans by the related Designated Servicer according to the terms of the related Designated Servicing Agreement. The obligations of each of SPS, Xxxxx Fargo, GreenPoint and WMMSC hereunder to service and administer the Mortgage Loans shall be limited to SPS Serviced Mortgage Loans, Xxxxx Fargo Serviced Mortgage Loans, GreenPoint Serviced Mortgage Loans and WMMSC Serviced Mortgage Loans, respectively; and with respect to the duties and obligations of each Servicer, references herein to related “Mortgage Loans” shall be limited to the SPS Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties) in the case of SPS, the Xxxxx Fargo Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties) in the case of Xxxxx Fargo, the GreenPoint Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties), in the case of GreenPoint and the WMMSC Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties) in the case of WMMSC; and in no event shall any Servicer have any responsibility or liability with respect to any of the other Mortgage Loans. The obligations of the Master Servicer to master service and administer the Mortgage Loans shall be limited to the SPS Serviced Mortgage Loans, the Xxxxx Fargo Serviced Mortgage Loans, the GreenPoint Serviced Mortgage Loans and the Designated Mortgage Loans. Notwithstanding anything to the contrary contained in this Agreement, the Master Servicer shall have no obligations to master service or administer the WMMSC Serviced Mortgage Loans. In connection with such servicing and administration of the Non-Designated Mortgage Loans, the Master Servicer and each Servicer shall have full power and authority authority, acting alone and/or, with respect to any Servicer, through Subservicers as provided in Section 3.02 hereof, to do or cause to be done any and all things which that it may deem necessary or desirable in connection with such master servicing and administration. In performing its obligations hereunder, including but not limited to, the power and authority, subject to the terms hereof (i) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds and other Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that neither the Master Servicer nor any Servicer shall act take any action that is inconsistent with or prejudices the interests of the Trust Fund or the Certificateholders in a manner consistent with Accepted Master Servicing Practices. Furthermoreany Mortgage Loan or the rights and interests of the Depositor, the Master Servicer shall oversee and consult with Trustee, the Servicer as necessary from time-to-time to carry out Trust Administrator or 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 Certificateholders under the applicable Servicing this Agreement. The Master Servicer and each Servicer shall independently represent and separately monitor protect the Servicer's servicing activities with respect to each related interests of the Trust Fund in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan, reconcile the results and shall not make or permit any modification, waiver or amendment of such monitoring with such information provided any Mortgage Loan which would cause any REMIC created hereunder to fail to qualify as a REMIC or result in the previous sentence on a monthly basis and coordinate corrective adjustments to imposition of any tax under Section 860F(a) or Section 860G(d) of the Servicer's and Master Servicer's records, and based on such reconciled and corrected informationCode. Without limiting the generality of the foregoing, the Master Servicer shall provide such information to and each Servicer, in its own name or in the Securities Administrator as shall be necessary in order for it to prepare name of the statements specified in Section 4.03Depositor and the Trustee, is hereby authorized and prepare any other information empowered by the Depositor, the Trustee and statements required to be forwarded by the Trust Administrator, when the Master Servicer hereunderor such Servicer believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Trust Administrator, the Depositor, the Certificateholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to the Mortgage Loans, and with respect to the Mortgaged Properties held for the benefit of the Certificateholders. The Master Servicer and each Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Servicer prepare and deliver to the Custodial Account pursuant to Depositor and/or the applicable Servicing Agreement. The Trustee shall furnish and/or the Servicer Trust Administrator such documents requiring execution and the Master Servicer with any powers delivery by either or both of attorney and other documents in form them as provided to it are necessary or appropriate to enable the Servicer and the Master Servicer or such Servicer to master servicer and administer or service and administer the Mortgage Loans, as applicable, to the extent that the Master Servicer or such Servicer is not permitted to execute and deliver such documents pursuant to the preceding sentence. Upon receipt of such documents, the Depositor and/or the Trustee or the Trust Administrator shall execute such documents and deliver them to the Master Servicer or such Servicer, as applicable. In accordance with the standards of the preceding paragraph and unless determined in good faith to be a Nonrecoverable Advance, each Servicer shall advance or cause to be advanced funds, as necessary for the purpose of effecting the payment of taxes and assessments on the Mortgaged Properties related to Non-Designated Mortgage Loans, which advances constitute Servicing Advances and shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.06, and further as provided in Section 3.08. In no event will any Servicer be required to make any Servicing Advance that would constitute a Nonrecoverable Advance. The costs incurred by a Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties related to Non-Designated Mortgage Loans and REO Property. The Trustee related insurance premiums shall provide access to not, for the records and documentation in possession purpose of the Trustee regarding the related Mortgage Loans and REO Property and the servicing thereof calculating monthly distributions to the Certificateholders, be added to the NIMS InsurerStated Principal Balances of the related Non-Designated Mortgage Loans, notwithstanding that the terms of such Non-Designated Mortgage Loans so permit. Each Servicer hereby acknowledges that, to the extent such Servicer has previously serviced some or all of the Non-Designated Mortgage Loans pursuant to another servicing agreement, the FDICprovisions contained in this Agreement shall supersede the provisions contained in such other servicing agreement from and after the Closing Date, except that such other servicing agreement shall survive and the supervisory agents govern with respect to excess servicing fees and examiners of the FDICtermination without cause. In addition, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the Trustee; provided, however, that, unless otherwise required by law, the Trustee shall not be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee's actual costs. The Trustee shall execute and deliver to the Servicer and the Master Servicer hereby acknowledges that, to the extent the Master Servicer or any court pleadingsDesignated Servicer has previously serviced some or all of the Designated Mortgage Loans pursuant to another servicing agreement, requests for trustee's sale or the provisions contained in the related Designated Servicing Agreement shall supersede the provisions contained in such other documents necessary or desirable servicing agreement from and after the Closing Date. Notwithstanding anything in this Agreement to the contrary, (i) the foreclosure purchase of any WMMSC Serviced Mortgage Loan by any Person shall be subject to the rights of WMMSC to continue servicing such WMMSC Serviced Mortgage Loan for the same Servicing Fee substantially in accordance with the terms of this Agreement and (ii) the purchase of any Xxxxx Fargo Serviced CORE Mortgage Loan by any Person shall be subject to the rights of Xxxxx Fargo to continue servicing such Xxxxx Fargo Serviced CORE Mortgage Loan for the same Servicing Fee substantially in accordance with the terms of this Agreement. The related Servicer, other than WMMSC, will fully furnish, in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company, on a monthly basis. With respect to each WMMSC Serviced Mortgage Loan, WMMSC will furnish information regarding its borrower credit files to credit reporting agencies in compliance with the provisions of the Fair Credit Reporting Act and its implementing regulations applicable to WMMSC. Each Servicer is authorized and empowered, on behalf of the Certificateholders and the Trustee, in its own name or trustee's sale in the name of any Subservicer, when a Servicer or any Subservicer, as the case may be, believes it appropriate in its best judgment to register any related Mortgage Loan on the MERS® System, or cause the removal from the registration of such Mortgage Loan on the MERS® System, to execute and deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor on Mortgage in the Mortgage Note or Security Instrument; (iii) obtain a deficiency judgment against name of MERS, solely as nominee for the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or Security Instrument or otherwise available at law or equityTrustee and its successors and assigns.

Administration and Servicing of Mortgage Loans. (a) The SECTION 3.01 Master Servicer shall supervise, monitor Servicing and oversee the obligation Servicing of Mortgage Loans. For and on behalf of the Servicer to Certificateholders, as independent contractors of the Trustee, (i) each Servicer, severally and not jointly, shall service and administer the related Non-Designated Mortgage Loans in accordance with the terms of this Agreement and with Accepted Servicing Practices, (ii) the Master Servicer shall, in accordance with Section 3.03 of this Agreement, master service and administer the Non-Designated Mortgage Loans (other than the WMMSC Serviced Mortgage Loans) by overseeing and enforcing the servicing of the Non-Designated Mortgage Loans by the related Servicing Servicer (other than WMMSC) according to the terms of this Agreement and (iii) the Master Servicer shall, in accordance with the Section 3.20 of this Agreement, master service and administer the Designated Mortgage Loans by overseeing and enforcing the servicing of the Designated Mortgage Loans by the related Designated Servicer according to the terms of the related Designated Servicing Agreement. The obligations of each of SPS, Xxxxx Fargo, Bank of America and WMMSC hereunder to service and administer the Mortgage Loans shall be limited to the SPS Serviced Mortgage Loans, Xxxxx Fargo Serviced Mortgage Loans, Bank of America Serviced Mortgage Loans and WMMSC Serviced Mortgage Loans, respectively; and with respect to the duties and obligations of each Servicer, references herein to related “Mortgage Loans” shall be limited to the SPS Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties) in the case of SPS, the Xxxxx Fargo Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties) in the case of Xxxxx Fargo, the Bank of America Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties) in the case of Bank of America, and the WMMSC Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties) in the case of WMMSC; and in no event shall any Servicer have any responsibility or liability with respect to any of the other Mortgage Loans. The obligations of the Master Servicer to master service and administer the Mortgage Loans shall be limited to the SPS Serviced Mortgage Loans, the Xxxxx Fargo Serviced Mortgage Loans, the Bank of America Serviced Mortgage Loans and the Designated Mortgage Loans. Notwithstanding anything to the contrary contained in this Agreement, the Master Servicer shall have no obligations to master service or administer the WMMSC Serviced Mortgage Loans. In connection with such servicing and administration of the Non-Designated Mortgage Loans, the Master Servicer and each Servicer shall have full power and authority authority, acting alone and/or, with respect to any Servicer, through Subservicers as provided in Section 3.02 hereof, to do or cause to be done any and all things which that it may deem necessary or desirable in connection with such master servicing and administration. In performing its obligations hereunder, including but not limited to, the power and authority, subject to the terms hereof (i) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds and other Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that neither the Master Servicer nor any Servicer shall act take any action that is inconsistent with or prejudices the interests of the Trust Fund or the Certificateholders in a manner consistent with Accepted Master Servicing Practices. Furthermoreany Mortgage Loan or the rights and interests of the Depositor, the Master Servicer shall oversee and consult with Trustee, the Servicer as necessary from time-to-time to carry out Trust Administrator or 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 Certificateholders under the applicable Servicing this Agreement. The Master Servicer and each Servicer shall independently represent and separately monitor protect the Servicer's servicing activities with respect to each related interests of the Trust Fund in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan, reconcile the results and shall not make or permit any modification, waiver or amendment of such monitoring with such information provided any Mortgage Loan which would cause any REMIC created hereunder to fail to qualify as a REMIC or result in the previous sentence on a monthly basis and coordinate corrective adjustments to imposition of any tax under Section 860F(a) or Section 860G(d) of the Servicer's and Master Servicer's records, and based on such reconciled and corrected informationCode. Without limiting the generality of the foregoing, the Master Servicer shall provide such information to and each Servicer, in its own name or in the Securities Administrator as shall be necessary in order for it to prepare name of the statements specified in Section 4.03Depositor and the Trustee, is hereby authorized and prepare any other information empowered by the Depositor, the Trustee and statements required to be forwarded by the Trust Administrator, when the Master Servicer hereunderor such Servicer believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Trust Administrator, the Depositor, the Certificateholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to the Mortgage Loans, and with respect to the Mortgaged Properties held for the benefit of the Certificateholders. The Master Servicer and each Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Servicer prepare and deliver to the Custodial Account pursuant to Depositor and/or the applicable Servicing Agreement. The Trustee shall furnish and/or the Servicer Trust Administrator such documents requiring execution and the Master Servicer with any powers delivery by either or both of attorney and other documents in form them as provided to it are necessary or appropriate to enable the Servicer and the Master Servicer or such Servicer to master servicer and administer or service and administer the Mortgage Loans, as applicable, to the extent that the Master Servicer or such Servicer is not permitted to execute and deliver such documents pursuant to the preceding sentence. Upon receipt of such documents, the Depositor and/or the Trustee or the Trust Administrator shall execute such documents and deliver them to the Master Servicer or such Servicer, as applicable. In accordance with the standards of the preceding paragraph and unless determined in good faith to be a Nonrecoverable Advance, each Servicer shall advance or cause to be advanced funds, as necessary for the purpose of effecting the payment of taxes and assessments on the Mortgaged Properties related to Non-Designated Mortgage Loans, which advances constitute Servicing Advances and shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.06, and further as provided in Section 3.08. In no event will any Servicer be required to make any Servicing Advance that would constitute a Nonrecoverable Advance. The costs incurred by a Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties related to Non-Designated Mortgage Loans and REO Property. The Trustee related insurance premiums shall provide access to not, for the records and documentation in possession purpose of the Trustee regarding the related Mortgage Loans and REO Property and the servicing thereof calculating monthly distributions to the Certificateholders, be added to the NIMS InsurerStated Principal Balances of the related Non-Designated Mortgage Loans, notwithstanding that the terms of such Non-Designated Mortgage Loans so permit. Each Servicer hereby acknowledges that, to the extent such Servicer has previously serviced some or all of the Non-Designated Mortgage Loans pursuant to another servicing agreement, the FDICprovisions contained in this Agreement shall supersede the provisions contained in such other servicing agreement from and after the Closing Date. In addition, 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; provided, however, that, unless otherwise required by law, the Trustee shall not be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee's actual costs. The Trustee shall execute and deliver to the Servicer and the Master Servicer hereby acknowledges that, to the extent the Master Servicer or any court pleadingsDesignated Servicer has previously serviced some or all of the Designated Mortgage Loans pursuant to another servicing agreement, requests for trustee's sale or the provisions contained in the related Designated Servicing Agreement shall supersede the provisions contained in such other documents necessary or desirable servicing agreement from and after the Closing Date. Notwithstanding anything in this Agreement to the contrary, (i) the foreclosure purchase of any WMMSC Serviced Mortgage Loan by any Person shall be subject to the rights of WMMSC to continue servicing such WMMSC Serviced Mortgage Loan for the same Servicing Fee substantially in accordance with the terms of this Agreement, and (ii) the purchase of any Bank of America Serviced Mortgage Loan by any Person shall be subject to the rights of Bank of America to continue servicing such Bank of America Serviced Mortgage Loan for the same Servicing Fee substantially in accordance with the terms of this Agreement. The related Servicer, other than WMMSC, will fully furnish, in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company, on a monthly basis. With respect to each WMMSC Serviced Mortgage Loan, WMMSC will furnish information regarding its borrower credit files to credit reporting agencies in compliance with the provisions of the Fair Credit Reporting Act and its implementing regulations applicable to WMMSC. Each Servicer is authorized and empowered, on behalf of the Certificateholders and the Trustee, in its own name or trustee's sale in the name of any Subservicer, when a Servicer or any Subservicer, as the case may be, believes it appropriate in its best judgment to register any related Mortgage Loan on the MERS® System, or cause the removal from the registration of such Mortgage Loan on the MERS® System, to execute and deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor on Mortgage in the Mortgage Note or Security Instrument; (iii) obtain a deficiency judgment against name of MERS, solely as nominee for the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or Security Instrument or otherwise available at law or equityTrustee and its successors and assigns.

Administration and Servicing of Mortgage Loans. (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 related 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 ’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 applicable Servicing Agreement. The Master Servicer shall independently and separately monitor the Servicer's ’s servicing activities 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 the Servicer's ’s and Master Servicer's ’s records, and based on such reconciled and corrected information, the Master Servicer shall provide such information to the Securities Administrator as shall be necessary in order for it to prepare the statements specified in Section 4.03, and prepare any other information and statements required to be forwarded by the Master Servicer hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Servicer to the Custodial Distribution Account pursuant to the applicable Servicing Agreement. In addition to the foregoing, in connection with a modification of any Mortgage Loan by the Servicer, if the Master Servicer is unable to enforce the obligations of the Servicer with respect to such modification, the Master Servicer shall notify the Depositor of such Servicer’s failure to comply with the terms of the Servicing Agreement or this Agreement. If the 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 Servicer outlining the terms of such modification and appropriate supporting documentation, the Master Servicer determines that the modification is permitted under the terms of the Servicing Agreement and that any conditions to such modification set forth in the Servicing Agreement have been satisfied. Furthermore, if the 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 related to a defaulted Mortgage Loan (to the extent it receives notice of such from the 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 Servicing Agreement, and the Master Servicer shall notify the Depositor in any case in which the Master Servicer believes that the Servicer is not complying with such timeframes and/or other requirements. The Trustee shall furnish the Servicer and the Master Servicer with any powers a separate power of attorney in the standard form used by the Trustee in the form of Exhibit R to the extent necessary and other documents in form as provided to it necessary or appropriate to enable the Servicer and the Master Servicer to service and administer the related Mortgage Loans and REO Property. The Trustee shall not be liable for the actions of any Servicer or the Master Servicer under such powers of attorney. The Trustee shall provide access to the records and documentation in possession of the Trustee regarding the related Mortgage Loans and REO Property and the servicing thereof to the Certificateholders, the NIMS InsurerCredit Enhancer, 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; provided, however, that, unless otherwise required by law, the Trustee shall not be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee's ’s actual costs. The Trustee shall execute and deliver to the Servicer and the Master Servicer any court pleadings, requests for trustee's ’s sale or other documents necessary or desirable 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 Security Instrumentsecurity instrument; (iii) obtain a deficiency judgment against the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or Security Instrument security instrument or otherwise available at law or equity.

Administration and Servicing of Mortgage Loans. (a) The SECTION 3.01 Master Servicer shall supervise, monitor Servicing and oversee the obligation Servicing of Mortgage Loans. For and on behalf of the Servicer to Certificateholders, as independent contractors of the Trustee, (i) each Servicer, severally and not jointly, shall service and administer the related Non-Designated Mortgage Loans in accordance with the terms of this Agreement and with Accepted Servicing Practices and with all applicable requirements of the Servicing Criteria, (ii) the Master Servicer shall, in accordance with Section 3.03 of this Agreement, master service and administer the Non-Designated Mortgage Loans by overseeing and enforcing the servicing of the Non-Designated Mortgage Loans by the related Servicing Servicer according to the terms of this Agreement and (iii) the Master Servicer shall, in accordance with the Section 3.20 of this Agreement, master service and administer the Designated Mortgage Loans by overseeing and enforcing the servicing of the Designated Mortgage Loans by the related Designated Servicer according to the terms of the related Designated Servicing Agreement. The obligations of each of SPS, Xxxxx Fargo, R&G Mortgage, UMS, GreenPoint and Banco Popular hereunder to service and administer the Mortgage Loans shall be limited to SPS Serviced Mortgage Loans, Xxxxx Fargo Serviced Mortgage Loans and Xxxxx Fargo Serviced CORE Mortgage Loans, R&G Mortgage Serviced Mortgage Loans, UMS Serviced Mortgage Loans, GreenPoint Serviced Mortgage Loans and Banco Popular Serviced Mortgage Loans, respectively; and with respect to the duties and obligations of each Servicer, references herein to related “Mortgage Loans” shall be limited to the SPS Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties) in the case of SPS, the Xxxxx Fargo Serviced Mortgage Loans and the Xxxxx Fargo Serviced CORE Mortgage Loans (and the related proceeds thereof and related REO Properties) in the case of Xxxxx Fargo, the Banco Popular Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties) in the case of Banco Popular, UMS Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties) in the case of UMS, GreenPoint Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties) in the case of GreenPoint and the R&G Mortgage Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties) in the case of R&G Mortgage; and in no event shall any Servicer have any responsibility or liability with respect to any of the other Mortgage Loans. The obligations of the Master Servicer to master service and administer the Mortgage Loans shall be limited to the SPS Serviced Mortgage Loans, the Xxxxx Fargo Serviced Mortgage Loans, the Xxxxx Fargo Serviced CORE Mortgage Loans, the Banco Popular Serviced Mortgage Loans, the GreenPoint Serviced Mortgage Loans, the R&G Mortgage Serviced Mortgage Loans and the Designated Mortgage Loans. In connection with such servicing and administration of the Non-Designated Mortgage Loans, the Master Servicer and each Servicer shall have full power and authority authority, acting alone and/or, with respect to any Servicer, through Sub-Servicers as provided in Section 3.02 hereof, to do or cause to be done any and all things which that it may deem necessary or desirable in connection with such master servicing and administration. In performing its obligations hereunder, including but not limited to, the power and authority, subject to the terms hereof (i) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds and other Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that neither the Master Servicer nor any Servicer shall act take any action that is inconsistent with or prejudices the interests of the Trust Fund or the Certificateholders in a manner consistent with Accepted Master Servicing Practices. Furthermoreany Mortgage Loan or the rights and interests of the Depositor, the Master Servicer shall oversee and consult with Trustee, the Servicer as necessary from time-to-time to carry out Trust Administrator or 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 Certificateholders under the applicable Servicing this Agreement. The Master Servicer and each Servicer shall independently represent and separately monitor protect the Servicer's servicing activities with respect to each related interests of the Trust Fund in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan, reconcile the results and shall not make or permit any modification, waiver or amendment of such monitoring with such information provided any Mortgage Loan which would cause any REMIC created hereunder to fail to qualify as a REMIC or result in the previous sentence on a monthly basis and coordinate corrective adjustments to imposition of any tax under Section 860F(a) or Section 860G(d) of the Servicer's and Master Servicer's records, and based on such reconciled and corrected informationCode. Without limiting the generality of the foregoing, the Master Servicer shall provide such information to and each Servicer, in its own name or in the Securities Administrator as shall be necessary in order for it to prepare name of the statements specified in Section 4.03Depositor and the Trustee, is hereby authorized and prepare any other information empowered by the Depositor, the Trustee and statements required to be forwarded by the Trust Administrator, when the Master Servicer hereunderor such Servicer believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Trust Administrator, the Depositor, the Certificateholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to the Mortgage Loans, and with respect to the Mortgaged Properties held for the benefit of the Certificateholders. The Master Servicer and each Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Servicer prepare and deliver to the Custodial Account pursuant to Depositor and/or the applicable Servicing Agreement. The Trustee shall furnish and/or the Servicer Trust Administrator such documents requiring execution and the Master Servicer with any powers delivery by either or both of attorney and other documents in form them as provided to it are necessary or appropriate to enable the Servicer and the Master Servicer or such Servicer to master servicer and administer or service and administer the Mortgage Loans, as applicable, to the extent that the Master Servicer or such Servicer is not permitted to execute and deliver such documents pursuant to the preceding sentence. Upon receipt of such documents, the Depositor and/or the Trustee or the Trust Administrator shall execute such documents and deliver them to the Master Servicer or such Servicer, as applicable. In accordance with the standards of the preceding paragraph and unless determined in good faith to be a Nonrecoverable Advance, each Servicer shall advance or cause to be advanced funds, as necessary for the purpose of effecting the payment of taxes and assessments on the Mortgaged Properties related to Non-Designated Mortgage Loans, which advances constitute Servicing Advances and shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.06, and further as provided in Section 3.08. In no event will any Servicer be required to make any Servicing Advance that would constitute a Nonrecoverable Advance. The costs incurred by a Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties related to Non-Designated Mortgage Loans and REO Property. The Trustee related insurance premiums shall provide access to not, for the records and documentation in possession purpose of the Trustee regarding the related Mortgage Loans and REO Property and the servicing thereof calculating monthly distributions to the Certificateholders, be added to the NIMS Insurer, the FDIC, and the supervisory agents and examiners Stated Principal Balances of the FDICrelated Non-Designated Mortgage Loans, notwithstanding that the terms of such access being afforded only upon reasonable prior written request and during normal business hours at the office of the TrusteeNon-Designated Mortgage Loans so permit; provided, however, that the limitations contained in this sentence will not apply to modifications made pursuant to Section 3.05(b). The parties to this Agreement acknowledge that Xxxxxxxxx Advances shall be reimbursable pursuant to Section 3.08 and agree that no Servicing Advances shall be rejected or disallowed by any party unless such Servicing Advance is not reimbursable under the terms of this Agreement Each Servicer hereby acknowledges that, unless to the extent such Servicer has previously serviced some or all of the Non-Designated Mortgage Loans pursuant to another servicing agreement, the provisions contained in this Agreement shall supersede the provisions contained in such other servicing agreement from and after the Closing Date, except that such other servicing agreement shall survive and govern with respect to excess servicing fees and termination without cause. In addition, the Master Servicer hereby acknowledges that, to the extent the Master Servicer or any Designated Servicer has previously serviced some or all of the Designated Mortgage Loans pursuant to another servicing agreement, the provisions contained in the related Designated Servicing Agreement shall supersede the provisions contained in such other servicing agreement from and after the Closing Date. Notwithstanding anything in this Agreement to the contrary, the purchase of any Xxxxx Fargo Serviced CORE Mortgage Loan by any Person shall be subject to the rights of Xxxxx Fargo to continue servicing such Xxxxx Fargo Serviced CORE Mortgage Loan for the same Servicing Fee substantially in accordance with the terms of this Agreement. The related Servicer will fully furnish, in accordance with the Fair Credit Reporting Act and its implementing regulations and any other applicable laws, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company, on a monthly basis or as otherwise required by lawXxxxxx Xxx or Freddie Mac. Each Servicer is authorized and empowered, on behalf of the Certificateholders and the Trustee, in its own name or in the name of any Sub-Servicer, when a Servicer or any Sub-Servicer, as the case may be, believes it appropriate in its best judgment to register any related Mortgage Loan on the MERS® System, or cause the removal from the registration of such Mortgage Loan on the MERS® System, to execute and deliver, on behalf of the Trustee shall not be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee shall allow representatives of the above entities to photocopy Certificateholders or any of the records them, any and documentation all instruments of assignment and shall provide equipment for that purpose at a charge that covers the Trustee's actual costs. The Trustee shall execute and deliver to the Servicer and the Master Servicer any court pleadings, requests for trustee's sale or other documents necessary or desirable to (i) the foreclosure or trustee's sale comparable instruments with respect to such assignment or re-recording of a Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor on Mortgage in the Mortgage Note or Security Instrument; (iii) obtain a deficiency judgment against name of MERS, solely as nominee for the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or Security Instrument or otherwise available at law or equityTrustee and its successors and assigns.

Administration and Servicing of Mortgage Loans. (a) The SECTION 3.01 Master Servicer shall supervise, monitor Servicing and oversee the obligation Servicing of Mortgage Loans. For and on behalf of the Servicer to Certificateholders, as independent contractors of the Trustee, (i) each Servicer, severally and not jointly, shall service and administer the related Non-Designated Mortgage Loans in accordance with the terms of this Agreement and with Accepted Servicing Practices and with all applicable requirements of the Servicing Criteria, (ii) the Master Servicer shall, in accordance with Section 3.03 of this Agreement, master service and administer the Non-Designated Mortgage Loans (other than the WMMSC Serviced Mortgage Loans) by overseeing and enforcing the servicing of the Non-Designated Mortgage Loans by the related Servicing Servicer (other than WMMSC) according to the terms of this Agreement and (iii) the Master Servicer shall, in accordance with the Section 3.20 of this Agreement, master service and administer the Designated Mortgage Loans by overseeing and enforcing the servicing of the Designated Mortgage Loans by the related Designated Servicer according to the terms of the related Designated Servicing Agreement. The obligations of each of SPS, Xxxxx Fargo, Bank of America, Banco Popular and WMMSC hereunder to service and administer the Mortgage Loans shall be limited to SPS Serviced Mortgage Loans, Xxxxx Fargo Serviced Mortgage Loans, Bank of America Serviced Mortgage Loans, Banco Popular Serviced Mortgage Loans and WMMSC Serviced Mortgage Loans, respectively; and with respect to the duties and obligations of each Servicer, references herein to related “Mortgage Loans” shall be limited to the SPS Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties) in the case of SPS, the Xxxxx Fargo Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties) in the case of Xxxxx Fargo, the Bank of America Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties), in the case of Bank of America, the Banco Popular Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties), in the case of Banco Popular and the WMMSC Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties) in the case of WMMSC; and in no event shall any Servicer have any responsibility or liability with respect to any of the other Mortgage Loans. The obligations of the Master Servicer to master service and administer the Mortgage Loans shall be limited to the SPS Serviced Mortgage Loans, the Xxxxx Fargo Serviced Mortgage Loans, the Bank of America Serviced Mortgage Loans, the Banco Popular Serviced Mortgage Loans and the Designated Mortgage Loans. Notwithstanding anything to the contrary contained in this Agreement, the Master Servicer shall have no obligations to master service or administer the WMMSC Serviced Mortgage Loans. In connection with such servicing and administration of the Non-Designated Mortgage Loans, the Master Servicer and each Servicer shall have full power and authority authority, acting alone and/or, with respect to any Servicer, through Sub-Servicers as provided in Section 3.02 hereof, to do or cause to be done any and all things which that it may deem necessary or desirable in connection with such master servicing and administration. In performing its obligations hereunder, including but not limited to, the power and authority, subject to the terms hereof (i) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds and other Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that neither the Master Servicer nor any Servicer shall act take any action that is inconsistent with or prejudices the interests of the Trust Fund or the Certificateholders in a manner consistent with Accepted Master Servicing Practices. Furthermoreany Mortgage Loan or the rights and interests of the Depositor, the Master Servicer shall oversee and consult with Trustee, the Servicer as necessary from time-to-time to carry out Trust Administrator or 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 Certificateholders under the applicable Servicing this Agreement. The Master Servicer and each Servicer shall independently represent and separately monitor protect the Servicer's servicing activities with respect to each related interests of the Trust Fund in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan, reconcile the results and shall not make or permit any modification, waiver or amendment of such monitoring with such information provided any Mortgage Loan which would cause any REMIC created hereunder to fail to qualify as a REMIC or result in the previous sentence on a monthly basis and coordinate corrective adjustments to imposition of any tax under Section 860F(a) or Section 860G(d) of the Servicer's and Master Servicer's records, and based on such reconciled and corrected informationCode. Without limiting the generality of the foregoing, the Master Servicer shall provide such information to and each Servicer, in its own name or in the Securities Administrator as shall be necessary in order for it to prepare name of the statements specified in Section 4.03Depositor and the Trustee, is hereby authorized and prepare any other information empowered by the Depositor, the Trustee and statements required to be forwarded by the Trust Administrator, when the Master Servicer hereunderor such Servicer believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Trust Administrator, the Depositor, the Certificateholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to the Mortgage Loans, and with respect to the Mortgaged Properties held for the benefit of the Certificateholders. The Master Servicer and each Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Servicer prepare and deliver to the Custodial Account pursuant to Depositor and/or the applicable Servicing Agreement. The Trustee shall furnish and/or the Servicer Trust Administrator such documents requiring execution and the Master Servicer with any powers delivery by either or both of attorney and other documents in form them as provided to it are necessary or appropriate to enable the Servicer and the Master Servicer or such Servicer to master servicer and administer or service and administer the Mortgage Loans, as applicable, to the extent that the Master Servicer or such Servicer is not permitted to execute and deliver such documents pursuant to the preceding sentence. Upon receipt of such documents, the Depositor and/or the Trustee or the Trust Administrator shall execute such documents and deliver them to the Master Servicer or such Servicer, as applicable. In accordance with the standards of the preceding paragraph and unless determined in good faith to be a Nonrecoverable Advance, each Servicer shall advance or cause to be advanced funds, as necessary for the purpose of effecting the payment of taxes and assessments on the Mortgaged Properties related to Non-Designated Mortgage Loans, which advances constitute Servicing Advances and shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.06, and further as provided in Section 3.08. In no event will any Servicer be required to make any Servicing Advance that would constitute a Nonrecoverable Advance. The costs incurred by a Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties related to Non-Designated Mortgage Loans and REO Property. The Trustee related insurance premiums shall provide access to not, for the records and documentation in possession purpose of the Trustee regarding the related Mortgage Loans and REO Property and the servicing thereof calculating monthly distributions to the Certificateholders, be added to the NIMS Insurer, the FDIC, and the supervisory agents and examiners Stated Principal Balances of the FDICrelated Non-Designated Mortgage Loans, notwithstanding that the terms of such access being afforded only upon reasonable prior written request and during normal business hours at the office of the TrusteeNon-Designated Mortgage Loans so permit; provided, however, that the limitations contained in this sentence will not apply to modifications made pursuant to Section 3.05(b). The parties to this Agreement acknowledge that Servicing Advances shall be reimbursable pursuant to Section 3.08 and agree that no Servicing Advances shall be rejected or disallowed by any party unless such Servicing Advance is not reimbursable under the terms of this Agreement Each Servicer hereby acknowledges that, unless otherwise required by lawto the extent such Servicer has previously serviced some or all of the Non-Designated Mortgage Loans pursuant to another servicing agreement, the Trustee provisions contained in this Agreement shall not be required supersede the provisions contained in such other servicing agreement from and after the Closing Date, except that such other servicing agreement shall survive and govern with respect to provide access to such records excess servicing fees and documentation if the provision thereof would violate the legal right to privacy of any Mortgagortermination without cause. The Trustee shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee's actual costs. The Trustee shall execute and deliver to the Servicer and In addition, the Master Servicer hereby acknowledges that, to the extent the Master Servicer or any court pleadingsDesignated Servicer has previously serviced some or all of the Designated Mortgage Loans pursuant to another servicing agreement, requests for trustee's sale or the provisions contained in the related Designated Servicing Agreement shall supersede the provisions contained in such other documents necessary or desirable servicing agreement from and after the Closing Date. Notwithstanding anything in this Agreement to the contrary, (i) the foreclosure purchase of any WMMSC Serviced Mortgage Loan by any Person shall be subject to the rights of WMMSC to continue servicing such WMMSC Serviced Mortgage Loan for the same Servicing Fee substantially in accordance with the terms of this Agreement, (ii) the purchase of any Xxxxx Fargo Serviced CORE Mortgage Loan by any Person shall be subject to the rights of Xxxxx Fargo to continue servicing such Xxxxx Fargo Serviced CORE Mortgage Loan for the same Servicing Fee substantially in accordance with the terms of this Agreement and (iii) the purchase of any Bank of America Serviced Mortgage Loan by any Person shall be subject to the rights of Bank of America to continue servicing such Bank of America Serviced Mortgage Loan for the same Servicing Fee substantially in accordance with the terms of this Agreement. The related Servicer, other than WMMSC, will fully furnish, in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company, on a monthly basis. With respect to each WMMSC Serviced Mortgage Loan, WMMSC will furnish information regarding its borrower credit files to credit reporting agencies in compliance with the provisions of the Fair Credit Reporting Act and its implementing regulations applicable to WMMSC. Each Servicer is authorized and empowered, on behalf of the Certificateholders and the Trustee, in its own name or trustee's sale in the name of any Sub-Servicer, when a Servicer or any Sub-Servicer, as the case may be, believes it appropriate in its best judgment to register any related Mortgage Loan on the MERS® System, or cause the removal from the registration of such Mortgage Loan on the MERS® System, to execute and deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor on Mortgage in the Mortgage Note or Security Instrument; (iii) obtain a deficiency judgment against name of MERS, solely as nominee for the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or Security Instrument or otherwise available at law or equityTrustee and its successors and assigns.

Administration and Servicing of Mortgage Loans. (a) The SECTION 3.01 Master Servicer shall supervise, monitor Servicing and oversee the obligation Servicing of Mortgage Loans. For and on behalf of the Servicer to Certificateholders, as independent contractors of the Trustee, (i) each Servicer, severally and not jointly, shall service and administer the related Non-Designated Mortgage Loans in accordance with the terms of this Agreement and with Accepted Servicing Practices and with all applicable requirements of the Servicing Criteria, (ii) the Master Servicer shall, in accordance with Section 3.03 of this Agreement, master service and administer the Non-Designated Mortgage Loans by overseeing and enforcing the servicing of the Non-Designated Mortgage Loans by the related Servicing Servicer according to the terms of this Agreement and (iii) the Master Servicer shall, in accordance with the Section 3.20 of this Agreement, master service and administer the Designated Mortgage Loans by overseeing and enforcing the servicing of the Designated Mortgage Loans by the related Designated Servicer according to the terms of the related Designated Servicing Agreement. The obligations of each of SPS, GreenPoint, Xxxxx Fargo and Banco Popular hereunder to service and administer the Mortgage Loans shall be limited to SPS Serviced Mortgage Loans, GreenPoint Serviced Mortgage Loans, Xxxxx Fargo Serviced Mortgage Loans, Xxxxx Fargo Serviced CORE Mortgage Loans and Banco Popular Serviced Mortgage Loans, respectively; and with respect to the duties and obligations of each Servicer, references herein to related “Mortgage Loans” shall be limited to the SPS Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties) in the case of SPS, the Xxxxx Fargo Serviced Mortgage Loans and the Xxxxx Fargo Serviced CORE Mortgage Loans (and the related proceeds thereof and related REO Properties) in the case of Xxxxx Fargo, the GreenPoint Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties), in the case of GreenPoint, the Banco Popular Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties) in the case of Banco Popular (and the related proceeds thereof and related REO Properties); and in no event shall any Servicer have any responsibility or liability with respect to any of the other Mortgage Loans. The obligations of the Master Servicer to master service and administer the Mortgage Loans shall be limited to the SPS Serviced Mortgage Loans, the GreenPoint Serviced Mortgage Loans, the Xxxxx Fargo Serviced Mortgage Loans, the Banco Popular Serviced Mortgage Loans and the Designated Mortgage Loans. In connection with such servicing and administration of the Non-Designated Mortgage Loans, the Master Servicer and each Servicer shall have full power and authority authority, acting alone and/or, with respect to any Servicer, through Sub-Servicers as provided in Section 3.02 hereof, to do or cause to be done any and all things which that it may deem necessary or desirable in connection with such master servicing and administration. In performing its obligations hereunder, including but not limited to, the power and authority, subject to the terms hereof (i) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds and other Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that neither the Master Servicer nor any Servicer shall act take any action that is inconsistent with or prejudices the interests of the Trust Fund or the Certificateholders in a manner consistent with Accepted Master Servicing Practices. Furthermoreany Mortgage Loan or the rights and interests of the Depositor, the Master Servicer shall oversee and consult with Trustee, the Servicer as necessary from time-to-time to carry out Trust Administrator or 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 Certificateholders under the applicable Servicing this Agreement. The Master Servicer and each Servicer shall independently represent and separately monitor protect the Servicer's servicing activities with respect to each related interests of the Trust Fund in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan, reconcile the results and shall not make or permit any modification, waiver or amendment of such monitoring with such information provided any Mortgage Loan which would cause any REMIC created hereunder to fail to qualify as a REMIC or result in the previous sentence on a monthly basis and coordinate corrective adjustments to imposition of any tax under Section 860F(a) or Section 860G(d) of the Servicer's and Master Servicer's records, and based on such reconciled and corrected informationCode. Without limiting the generality of the foregoing, the Master Servicer shall provide such information to and each Servicer, in its own name or in the Securities Administrator as shall be necessary in order for it to prepare name of the statements specified in Section 4.03Depositor and the Trustee, is hereby authorized and prepare any other information empowered by the Depositor, the Trustee and statements required to be forwarded by the Trust Administrator, when the Master Servicer hereunderor such Servicer believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Trust Administrator, the Depositor, the Certificateholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to the Mortgage Loans, and with respect to the Mortgaged Properties held for the benefit of the Certificateholders. The Master Servicer and each Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Servicer prepare and deliver to the Custodial Account pursuant to Depositor and/or the applicable Servicing Agreement. The Trustee shall furnish and/or the Servicer Trust Administrator such documents requiring execution and the Master Servicer with any powers delivery by either or both of attorney and other documents in form them as provided to it are necessary or appropriate to enable the Servicer and the Master Servicer or such Servicer to master servicer and administer or service and administer the Mortgage Loans, as applicable, to the extent that the Master Servicer or such Servicer is not permitted to execute and deliver such documents pursuant to the preceding sentence. Upon receipt of such documents, the Depositor and/or the Trustee or the Trust Administrator shall execute such documents and deliver them to the Master Servicer or such Servicer, as applicable. In accordance with the standards of the preceding paragraph and unless determined in good faith to be a Nonrecoverable Advance, each Servicer shall advance or cause to be advanced funds, as necessary for the purpose of effecting the payment of taxes and assessments on the Mortgaged Properties related to Non-Designated Mortgage Loans, which advances constitute Servicing Advances and shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.06, and further as provided in Section 3.08. In no event will any Servicer be required to make any Servicing Advance that would constitute a Nonrecoverable Advance. The costs incurred by a Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties related to Non-Designated Mortgage Loans and REO Property. The Trustee related insurance premiums shall provide access to not, for the records and documentation in possession purpose of the Trustee regarding the related Mortgage Loans and REO Property and the servicing thereof calculating monthly distributions to the Certificateholders, be added to the NIMS Insurer, the FDIC, and the supervisory agents and examiners Stated Principal Balances of the FDICrelated Non-Designated Mortgage Loans, notwithstanding that the terms of such access being afforded only upon reasonable prior written request and during normal business hours at the office of the TrusteeNon-Designated Mortgage Loans so permit; provided, however, that the limitations contained in this sentence will not apply to modifications made pursuant to Section 3.05(b). The parties to this Agreement acknowledge that Servicing Advances shall be reimbursable pursuant to Section 3.08 and agree that no Servicing Advances shall be rejected or disallowed by any party unless such Servicing Advance is not reimbursable under the terms of this Agreement Each Servicer hereby acknowledges that, unless otherwise required by lawto the extent such Servicer has previously serviced some or all of the Non-Designated Mortgage Loans pursuant to another servicing agreement, the Trustee provisions contained in this Agreement shall not be required supersede the provisions contained in such other servicing agreement from and after the Closing Date, except that such other servicing agreement shall survive and govern with respect to provide access to such records excess servicing fees and documentation if the provision thereof would violate the legal right to privacy of any Mortgagortermination without cause. The Trustee shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee's actual costs. The Trustee shall execute and deliver to the Servicer and In addition, the Master Servicer hereby acknowledges that, to the extent the Master Servicer or any court pleadingsDesignated Servicer has previously serviced some or all of the Designated Mortgage Loans pursuant to another servicing agreement, requests the provisions contained in the related Designated Servicing Agreement shall supersede the provisions contained in such other servicing agreement from and after the Closing Date. Notwithstanding anything in this Agreement to the contrary, the purchase of any Xxxxx Fargo Serviced CORE Mortgage Loan by any Person shall be subject to the rights of Xxxxx Fargo to continue servicing such Xxxxx Fargo Serviced CORE Mortgage Loan for trustee's sale the same Servicing Fee substantially in accordance with the terms of this Agreement. The related Servicer will fully furnish, in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company, on a monthly basis. Each Servicer is authorized and empowered, on behalf of the Certificateholders and the Trustee, in its own name or in the name of any Sub-Servicer, when a Servicer or any Sub-Servicer, as the case may be, believes it appropriate in its best judgment to register any related Mortgage Loan on the MERS® System, or cause the removal from the registration of such Mortgage Loan on the MERS® System, to execute and deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of assignment and other documents necessary or desirable to (i) the foreclosure or trustee's sale comparable instruments with respect to such assignment or re-recording of a Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor on Mortgage in the Mortgage Note or Security Instrument; (iii) obtain a deficiency judgment against name of MERS, solely as nominee for the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or Security Instrument or otherwise available at law or equityTrustee and its successors and assigns.

Administration and Servicing of Mortgage Loans. (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 (as determined by the Servicer in its reasonable judgment) in accordance with the terms of the related Servicing this Agreement and the Mortgage Loans and legal, proper, prudent and customary standards of practice in the mortgage servicing business for mortgage loans similar to the Mortgage Loans and with a view to the maximization of timely recovery of principal and interest on the Mortgage Loans but without regard to (i) any relationship that the Servicer or any Affiliate of the Servicer may have with any Mortgagor or any Affiliate of any Mortgagor; (ii) the ownership of any Certificate by the Servicer or any Affiliate of the Servicer; (iii) the Servicer's obligations to make Monthly Advances or to incur servicing expenses with respect to the Mortgage Loans; or (iv) the Servicer's right to receive compensation for its services hereunder or with respect to any particular transaction. Subject to the above-described servicing standards (herein referred to as "Accepted Servicing Practices") and the terms of this Agreement (and in particular Section 11.3) and of the Mortgage Loans, the Servicer shall have full power and authority to do any and all things in connection with such servicing and administration which it may deem necessary or desirable in connection and consistent with such master servicing and administrationthe terms of this Agreement. 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. Furthermorecontinue, and is hereby authorized and empowered by the Master Servicer shall oversee Trustee, to determine the amount, and consult with notify the related Obligor, of any changes to the Mortgage Interest Rate of an adjustable-rate Mortgage Loan as fully as if the Servicer as necessary from time-to-time to carry out were 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 applicable Servicing Agreement. The Master Servicer shall independently and separately monitor the Servicer's servicing activities with respect to each related Mortgage Loan, reconcile the results holder 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, the Master Servicer shall provide such information to the Securities Administrator as shall be necessary in order for it to prepare the statements specified in Section 4.03, and prepare any other information and statements required to be forwarded by the Master Servicer hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Servicer to the Custodial Account pursuant to the applicable Servicing Agreement. The Trustee shall furnish the Servicer and the Master Servicer with any powers of attorney and other documents in form as provided to it necessary or appropriate to enable the Servicer and the Master Servicer to service and administer the related Mortgage Loans Note, and REO Property. The Trustee shall provide access to the records execute and documentation in possession deliver, on behalf of the Trustee regarding the related Mortgage Loans and REO Property and the servicing thereof to itself, the Certificateholders, the NIMS Insurer, 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; provided, however, that, unless otherwise required by law, the Trustee shall not be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee shall allow representatives of the above entities to photocopy 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 records Mortgage Loans and documentation and shall provide equipment for that purpose at a charge that covers with respect to the Trustee's actual costsMortgaged Properties. The Trustee shall execute and deliver to the Servicer and any such documents as are provided to the Master Servicer any court pleadings, requests for trustee's sale or other documents Trustee which are necessary or desirable appropriate to (i) enable the foreclosure or trustee's sale with respect Servicer to a Mortgaged Property; (ii) any legal action brought carry out its servicing and administrative duties hereunder. The relationship of the Servicer to obtain judgment against any Mortgagor on the Mortgage Note or Security Instrument; (iii) obtain a deficiency judgment against the Mortgagor; or (iv) enforce any other rights or remedies provided Trustee under this Agreement is intended by the Mortgage Note parties to be that of an independent contractor and not that of a joint venturer, partner or Security Instrument or otherwise available at law or equityagent.

Administration and Servicing of Mortgage Loans. (a) Section 4.01 Company to Act as Servicer. The Master Servicer Company, as independent contract servicer, shall supervise, monitor and oversee the obligation of the Servicer to service and administer the Mortgage Loans in accordance with the terms of this Agreement and the related Term Sheet and 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 the Company may deem necessary or desirable and consistent with the terms of this Agreement and the related Term Sheet and with Accepted Servicing Practices and exercise the same care that it customarily employs for its own account. Except as set forth in this Agreement and the related Term Sheet, the Company shall service the Mortgage Loans in strict compliance with the servicing provisions of the Xxxxxx Xxx Guides (special servicing option), which include, but are not limited to, provisions regarding the liquidation of Mortgage Loans, the collection of Mortgage Loan payments, the payment of taxes, insurance and other charges, the maintenance of hazard insurance with a Qualified Insurer, the maintenance of mortgage impairment insurance, the maintenance of fidelity bond and errors and omissions insurance, inspections, the restoration of Mortgaged Property, the maintenance of Primary Mortgage Insurance Policies and Lender Primary Mortgage Insurance Policies, insurance claims, the title, management and disposition of REO Property, permitted withdrawals with respect to REO Property, liquidation reports, and reports of foreclosures and abandonments of Mortgaged Property, the transfer of Mortgaged Property, the release of Mortgage Files, annual statements, and examination of records and facilities. In the event of any conflict, inconsistency or discrepancy between any of the servicing provisions of this Agreement and the related Term Sheet and any of the servicing provisions of the Xxxxxx Mae Guides, the provisions of this Agreement and the related Term Sheet shall control and be binding upon the Purchaser and the Company. Consistent with the terms of this Agreement and the related Term Sheet, the Company may waive, modify or vary any term of any Mortgage Loan or consent to the postponement of any such term or in any manner grant indulgence to any Mortgagor if in the Company's reasonable and prudent determination such waiver, modification, postponement or indulgence is not materially adverse to the Purchaser, provided, however, that unless the Company has obtained the prior written consent of the Purchaser, the Company shall not permit any modification with respect to any Mortgage Loan that would change the Mortgage Interest Rate, defer for more than ninety (90) days or forgive any payment of principal or interest, reduce or increase the outstanding principal balance (except for actual payments of principal) or change the final maturity date on such Mortgage Loan. In the event of any such modification which has been agreed to in writing by the Purchaser and which permits the deferral of interest or principal payments on any Mortgage Loan, the Company shall, on the Business Day immediately preceding the Remittance Date in any month in which any such principal or interest payment has been deferred, deposit in the Custodial Account from its own funds, in accordance with Section 4.04, the difference between (a) such month's principal and one month's interest at the Mortgage Loan Remittance Rate on the unpaid principal balance of such Mortgage Loan and (b) the amount paid by the Mortgagor. The Company shall be entitled to reimbursement for such advances to the same extent as for all other advances pursuant to Section 4.05. Without limiting the generality of the foregoing, the Company shall continue, and is hereby authorized and empowered, to prepare, execute and deliver on behalf of itself and the Purchaser, all instruments of satisfaction or cancellation, or of partial or full release, discharge and all other comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Properties. Notwithstanding anything herein to the contrary, the Company may not enter into a forbearance agreement or similar arrangement with respect to any Mortgage Loan which runs more than 180 days after the first delinquent Due Date. Any such agreement shall be approved by the Purchaser and, if required, by the Primary Mortgage Insurance Policy insurer and Lender Primary Mortgage Insurance Policy insurer, if required. Notwithstanding anything in this Agreement to the contrary, if any Mortgage Loan becomes subject to a Pass-Through Transfer, the Company (a) with respect to such Mortgage Loan, shall not permit any modification with respect to such Mortgage Loan that would change the Mortgage Interest Rate and (b) shall not (unless the Mortgagor is in default with respect to such Mortgage Loan or such default is, in the judgment of the Company, reasonably foreseeable) make or permit any modification, waiver or amendment of any term of such Mortgage Loan that would both (i) effect an exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or Treasury regulations promulgated thereunder) and (ii) cause any REMIC to fail to qualify as a REMIC under the Code or the imposition of any tax on "prohibited transactions" or "contributions" after the startup date under the REMIC Provisions. Prior to taking any action with respect to the Mortgage Loans subject to a Pass-Through Transfer, which is not contemplated under the terms of this Agreement, the Company will obtain an Opinion of Counsel acceptable to the trustee in such Pass-Through Transfer with respect to whether such action could result in the imposition of a tax upon any REMIC (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code)(either such event, an "Adverse REMIC Event"), and the Company shall not take any such actions as to which it has been advised that an Adverse REMIC Event could occur. The Company shall not permit the creation of any "interests" (within the meaning of Section 860G of the Code) in any REMIC. The Company shall not enter into any arrangement by which a REMIC will receive a fee or other compensation for services nor permit a REMIC to receive any income from assets other than "qualified mortgages" as defined in Section 860G(a)(3) of the Code or "permitted investments" as defined in Section 860G(a)(5) of the Code. In servicing and administering the Mortgage Loans, the Company shall employ Accepted Servicing Practices, giving due consideration to the Purchaser's reliance on the Company. Unless a different time period is stated in this Agreement or the related Term Sheet, the Purchaser shall be deemed to have given consent in connection with a particular matter if the Purchaser does not affirmatively grant or deny consent within five (5) Business Days from the date the Purchaser receives a second written request for consent for such master matter from the Company as servicer. The Mortgage Loans may be subserviced by a Subservicer on behalf of the Company provided that the Subservicer is an entity that engages in the business of servicing loans, and administrationin either case shall be authorized to transact business, and licensed to service mortgage loans, in the state or states where the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the Subservicer to perform its obligations hereunder and under the Subservicing Agreement, and in either case shall be a FHLMC or Xxxxxx Xxx approved mortgage servicer in good standing, and no event has occurred, including but not limited to a change in insurance coverage, which would make it unable to comply with the eligibility requirements for lenders imposed by Xxxxxx Mae or for seller/servicers imposed by Xxxxxx Xxx or FHLMC, or which would require notification to Xxxxxx Mae or FHLMC. In performing addition, each Subservicer will obtain and preserve its obligations hereunderqualifications to do business as a foreign corporation and its licenses to service mortgage loans, in each jurisdiction in which such qualifications and/or licenses are or shall be necessary to protect the Master Servicer shall act in a manner consistent with Accepted Master Servicing Practices. Furthermorevalidity and enforceability of this Agreement, or any of the Master Servicer shall oversee Mortgage Loans 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 or cause to be performed or observed by the Servicer its duties under the applicable Servicing related Subservicing Agreement. The Master Servicer shall independently and separately monitor Company may perform any of its servicing responsibilities hereunder or may cause the Servicer's Subservicer to perform any such servicing activities with respect to each related Mortgage Loanresponsibilities on its behalf, reconcile but 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, the Master Servicer shall provide such information to the Securities Administrator as shall be necessary in order for it to prepare the statements specified in Section 4.03, and prepare any other information and statements required to be forwarded use by the Master Servicer hereunderCompany of the Subservicer shall not release the Company from any of its obligations hereunder and the Company shall remain responsible hereunder for all acts and omissions of the Subservicer as fully as if such acts and omissions were those of the Company. The Master Servicer Company shall reconcile the results of its Mortgage Loan monitoring with the actual remittances pay all fees and expenses of the Servicer to the Custodial Account pursuant to the applicable Servicing Agreement. The Trustee shall furnish the Servicer and the Master Servicer with any powers of attorney and other documents in form as provided to it necessary or appropriate to enable the Servicer and the Master Servicer to service and administer the related Mortgage Loans and REO Property. The Trustee shall provide access to the records and documentation in possession of the Trustee regarding the related Mortgage Loans and REO Property and the servicing thereof to the Certificateholders, the NIMS Insurer, the FDICSubservicer from its own funds, and the supervisory agents Subservicer's fee shall not exceed the Servicing Fee. The Company shall notify the Purchaser promptly in writing upon the appointment of any Subservicer. At the cost and examiners expense of the FDICCompany, such access being afforded only upon reasonable prior written request without any right of reimbursement from the Custodial Account, the Company shall be entitled to terminate the rights and during normal business hours at the office responsibilities of the TrusteeSubservicer and arrange for any servicing responsibilities to be performed by a successor subservicer meeting the requirements in the preceding paragraph; provided, however, thatthat nothing contained herein shall be deemed to prevent or prohibit the Company, unless otherwise required at the Company's option, from electing to service the related Mortgage Loans itself. In the event that the Company's responsibilities and duties under this Agreement are terminated pursuant to Section 4.03, 4.13, 8.04, 9.01 or 10.01 and if requested to do so by lawthe Purchaser, the Trustee Company shall at its own cost and expense terminate the rights and responsibilities of the Subservicer effective as of the date of termination of the Company. The Company shall pay all fees, expenses or penalties necessary in order to terminate the rights and responsibilities of the Subservicer from the Company's own funds without reimbursement from the Purchaser. Notwithstanding any of the provisions of this Agreement relating to agreements or arrangements between the Company and the Subservicer or any reference herein to actions taken through the Subservicer or otherwise, the Company shall not be required relieved of its obligations to provide access the Purchaser and shall be obligated to such records the same extent and documentation under the same terms and conditions as if it alone were servicing and administering the provision thereof would violate the legal right to privacy of any MortgagorMortgage Loans. The Trustee Company shall allow representatives be entitled to enter into an agreement with the Subservicer for indemnification of the above entities Company by the Subservicer and nothing contained in this Agreement shall be deemed to photocopy limit or modify such indemnification. The Company will indemnify and hold the Purchaser harmless from any loss, liability or expense arising out of its use of a Subservicer to perform any of the records its servicing duties, responsibilities and documentation obligations hereunder. Any Subservicing Agreement and shall provide equipment for that purpose at a charge that covers the Trustee's actual costs. The Trustee shall execute and deliver any other transactions or services relating to the Servicer Mortgage Loans involving the Subservicer shall be deemed to be between the Subservicer and the Master Servicer any court pleadingsCompany alone, requests for trustee's sale and the Purchaser shall have no obligations, duties or other documents necessary or desirable to (i) the foreclosure or trustee's sale liabilities with respect to a Mortgaged Property; (ii) any legal action brought the Subservicer including no obligation, duty or liability of the Purchaser to obtain judgment against any Mortgagor on pay the Mortgage Note or Security Instrument; (iii) obtain a deficiency judgment against the Mortgagor; or (iv) enforce any other rights or remedies provided Subservicer's fees and expenses. For purposes of distributions and advances by the Company pursuant to this Agreement, the Company shall be deemed to have received a payment on a Mortgage Note or Security Instrument or otherwise available at law or equityLoan when the Subservicer has received such payment.

Administration and Servicing of Mortgage Loans. (a) Section 4.01 Company to Act as Servicer. The Master Servicer Company, as independent contract 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 related this Agreement and 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 the Company may deem necessary or desirable and consistent with the terms of this Agreement and with Accepted Servicing Practices and exercise the same care that it customarily employs for its own account. Except as set forth in this Agreement, the Company shall service the Mortgage Loans in strict compliance with the servicing provisions of the Fxxxxx Mxx Guides (special servicing option), which include, but are not limited to, provisions regarding the liquidation of Mortgage Loans, the collection of Mortgage Loan payments, the payment of taxes, insurance and other charges, the maintenance of hazard insurance with a Qualified Insurer, the maintenance of mortgage impairment insurance, the maintenance of fidelity bond and errors and omissions insurance, inspections, the restoration of Mortgaged Property, the maintenance of Primary Mortgage Insurance Policies, insurance claims, the title, management and disposition of REO Property, permitted withdrawals with respect to REO Property, liquidation reports, and reports of foreclosures and abandonments of Mortgaged Property, the transfer of Mortgaged Property, the release of Mortgage Files, annual statements, and examination of records and facilities. In the event of any conflict, inconsistency or discrepancy between any of the servicing provisions of this Agreement and any of the servicing provisions of the Fxxxxx Mae Guides, the provisions of this Agreement shall control and be binding upon the Purchaser and the Company. Consistent with the terms of this Agreement, the Company may waive, modify or vary any term of any Mortgage Loan or consent to the postponement of any such term or in any manner grant indulgence to any Mortgagor if in the Company's reasonable and prudent determination such waiver, modification, postponement or indulgence is not materially adverse to the Purchaser, provided, however, that unless the Company has obtained the prior written consent of the Purchaser, the Company shall not permit any modification with respect to any Mortgage Loan that would change the Mortgage Interest Rate, defer for more than ninety days or forgive any payment of principal or interest, reduce or increase the outstanding principal balance (except for actual payments of principal) or change the final maturity date on such Mortgage Loan. In the event of any such modification which has been agreed to in writing by the Purchaser and which permits the deferral of interest or principal payments on any Mortgage Loan, the Company shall, on the Business Day immediately preceding the Remittance Date in any month in which any such principal or interest payment has been deferred, deposit in the Custodial Account from its own funds, in accordance with Section 4.04, the difference between (a) such month's principal and one month's interest at the Mortgage Loan Remittance Rate on the unpaid principal balance of such Mortgage Loan and (b) the amount paid by the Mortgagor. The Company shall be entitled to reimbursement for such advances to the same extent as for all other advances pursuant to Section 4.05. Without limiting the generality of the foregoing, the Company shall continue, and is hereby authorized and empowered, to prepare, execute and deliver, all instruments of satisfaction or cancellation, or of partial or full release, discharge and all other comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Properties. Notwithstanding anything herein to the contrary, the Company may not enter into a forbearance agreement or similar arrangement with respect to any Mortgage Loan which runs more than 180 days after the first delinquent Due Date. Any such agreement shall be approved by Purchaser and, if required, by the Primary Mortgage Insurance Policy insurer, if required. Notwithstanding anything in this Agreement to the contrary, if any Mortgage Loan becomes subject to a Pass-Through Transfer, the Company (a) with respect to such Mortgage Loan, shall not permit any modification with respect to such Mortgage Loan that would change the Mortgage Interest Rate and (b) shall not (unless the Mortgagor is in default with respect to such Mortgage Loan or such default is, in the judgment of the Company, reasonably foreseeable) make or permit any modification, waiver or amendment of any term of such Mortgage Loan that would both (i) effect an exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or Treasury regulations promulgated thereunder) and (ii) cause any REMIC to fail to qualify as a REMIC under the Code or the imposition of any tax on "prohibited transactions" or "contributions" after the startup date under the REMIC Provisions. Prior to taking any action with respect to the Mortgage Loans subject to a Pass-Through Transfer, which is not contemplated under the terms of this Agreement, the Company will obtain an Opinion of Counsel acceptable to the trustee in such Pass-Through Transfer with respect to whether such action could result in the imposition of a tax upon any REMIC (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code)(either such event, an "Adverse REMIC Event"), and the Company shall not take any such actions as to which it has been advised that an Adverse REMIC Event could occur. The Company shall not permit the creation of any "interests" (within the meaning of Section 860G of the Code) in any REMIC. The Company shall not enter into any arrangement by which a REMIC will receive a fee or other compensation for services nor permit a REMIC to receive any income from assets other than "qualified mortgages" as defined in Section 860G(a)(3) of the Code or "permitted investments" as defined in Section 860G(a)(5) of the Code. In servicing and administering the Mortgage Loans, the Company shall employ Accepted Servicing Practices, giving due consideration to the Purchaser's reliance on the Company. Unless a different time period is stated in this Agreement, Purchaser shall be deemed to have given consent in connection with a particular matter if Purchaser does not affirmatively grant or deny consent within five (5) Business Days from the date Purchaser receives a second written request for consent for such master matter from Company as servicer. The Mortgage Loans may be subserviced by a Subservicer on behalf of the Company provided that the Subservicer is an entity that engages in the business of servicing loans, and administrationin either case shall be authorized to transact business, and licensed to service mortgage loans, in the state or states where the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the Subservicer to perform its obligations hereunder and under the Subservicing Agreement, and in either case shall be a FHLMC or Fxxxxx Mxx approved mortgage servicer in good standing, and no event has occurred, including but not limited to a change in insurance coverage, which would make it unable to comply with the eligibility requirements for lenders imposed by Fxxxxx Mae or for seller/servicers imposed by Fxxxxx Mxx or FHLMC, or which would require notification to Fxxxxx Mae or FHLMC. In performing addition, each Subservicer will obtain and preserve its obligations hereunderqualifications to do business as a foreign corporation and its licenses to service mortgage loans, in each jurisdiction in which such qualifications and/or licenses are or shall be necessary to protect the Master Servicer shall act in a manner consistent with Accepted Master Servicing Practices. Furthermorevalidity and enforceability of this Agreement, or any of the Master Servicer shall oversee Mortgage Loans 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 or cause to be performed or observed by the Servicer its duties under the applicable Servicing related Subservicing Agreement. The Master Servicer Company may perform any of its servicing responsibilities hereunder or may cause the Subservicer to perform any such servicing responsibilities on its behalf, but the use by the Company of the Subservicer shall independently not release the Company from any of its obligations hereunder and separately monitor the ServicerCompany shall remain responsible hereunder for all acts and omissions of the Subservicer as fully as if such acts and omissions were those of the Company. The Company shall pay all fees and expenses of the Subservicer from its own funds, and the Subservicer's fee shall not exceed the Servicing Fee. Company shall notify Purchaser promptly in writing upon the appointment of any Subservicer. At the cost and expense of the Company, without any right of reimbursement from the Custodial Account, the Company shall be entitled to terminate the rights and responsibilities of the Subservicer and arrange for any servicing activities with respect responsibilities to each related Mortgage Loan, reconcile be performed by a successor subservicer meeting the results of such monitoring with such information provided requirements in the previous sentence on a monthly basis and coordinate corrective adjustments to the Servicer's and Master Servicer's recordspreceding paragraph, and based on such reconciled and corrected informationprovided, the Master Servicer shall provide such information to the Securities Administrator as however, that nothing contained herein shall be necessary in order for it deemed to prepare prevent or prohibit the statements specified in Section 4.03Company, and prepare any other information and statements required to be forwarded by at the Master Servicer hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Servicer to the Custodial Account pursuant to the applicable Servicing Agreement. The Trustee shall furnish the Servicer and the Master Servicer with any powers of attorney and other documents in form as provided to it necessary or appropriate to enable the Servicer and the Master Servicer Company's option, from electing to service and administer the related Mortgage Loans itself. In the event that the Company's responsibilities and REO Propertyduties under this Agreement are terminated pursuant to Section 4.13, 8.04, 9.01 or 10.01 and if requested to do so by the Purchaser, the Company shall at its own cost and expense terminate the rights and responsibilities of the Subservicer effective as of the date of termination of the Company. The Trustee Company shall provide access pay all fees, expenses or penalties necessary in order to terminate the rights and responsibilities of the Subservicer from the Company's own funds without reimbursement from the Purchaser. Notwithstanding any of the provisions of this Agreement relating to agreements or arrangements between the Company and the Subservicer or any reference herein to actions taken through the Subservicer or otherwise, the Company shall not be relieved of its obligations to the records Purchaser and documentation in possession shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage Loans. The Company shall be entitled to enter into an agreement with the Subservicer for indemnification of the Trustee regarding Company by the related Subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. The Company will indemnify and hold Purchaser harmless from any loss, liability or expense arising out of its use of a Subservicer to perform any of its servicing duties, responsibilities and obligations hereunder. Any Subservicing Agreement and any other transactions or services relating to the Mortgage Loans involving the Subservicer shall be deemed to be between the Subservicer and REO Property and the servicing thereof to the Certificateholders, the NIMS Insurer, the FDICCompany alone, and the supervisory agents and examiners of the FDICPurchaser shall have no obligations, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the Trustee; provided, however, that, unless otherwise required by law, the Trustee shall not be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee's actual costs. The Trustee shall execute and deliver to the Servicer and the Master Servicer any court pleadings, requests for trustee's sale duties or other documents necessary or desirable to (i) the foreclosure or trustee's sale liabilities with respect to a Mortgaged Property; (ii) any legal action brought the Subservicer including no obligation, duty or liability of Purchaser to obtain judgment against any Mortgagor on pay the Mortgage Note or Security Instrument; (iii) obtain a deficiency judgment against the Mortgagor; or (iv) enforce any other rights or remedies provided Subservicer's fees and expenses. For purposes of distributions and advances by the Company pursuant to this Agreement, the Company shall be deemed to have received a payment on a Mortgage Note or Security Instrument or otherwise available at law or equityLoan when the Subservicer has received such payment.

Administration and Servicing of Mortgage Loans. (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 related 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 ’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 applicable Servicing Agreement. The Master Servicer shall independently and separately monitor the Servicer's ’s servicing activities 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 the Servicer's ’s and Master Servicer's ’s records, and based on such reconciled and corrected information, the Master Servicer shall provide such information to the Securities Administrator Trustee as shall be necessary in order for it to prepare the statements specified in Section 4.03, and prepare any other information and statements required to be forwarded by the Master Servicer hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Servicer to the Custodial Certificate Account pursuant to the applicable Servicing Agreement. The Trustee shall furnish the Servicer and the Master Servicer with any powers a separate power of attorney in the standard form used by the Trustee (such form available upon request) to the extent necessary and other documents in form as provided to it necessary or appropriate to enable the Servicer and the Master Servicer to service and administer the related Mortgage Loans and REO Property. The Trustee shall not be liable for the actions of any Servicer or the Master Servicer under such powers of attorney. The Trustee shall provide access to the records and documentation in possession of the Trustee regarding the related Mortgage Loans and REO Property and the servicing thereof to the Certificateholders, the NIMS Insurer, 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; provided, however, that, unless otherwise required by law, the Trustee shall not be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee's ’s actual costs. The Trustee shall execute and deliver to the Servicer and the Master Servicer any court pleadings, requests for trustee's ’s sale or other documents necessary or desirable 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 Security Instrumentsecurity instrument; (iii) obtain a deficiency judgment against the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or Security Instrument security instrument or otherwise available at law or equity.

Administration and Servicing of Mortgage Loans. (a) SECTION 2.1. The Servicer to Service the WMMSC Serviced Mortgage Loans; CMMC to Master Servicer shall supervise, monitor Master Serviced Mortgage Loans. For and oversee the obligation on behalf of the Certificateholders, as independent contractors of the Trustee, (i) the Servicer to shall service and administer the the WMMSC Serviced Mortgage Loans in accordance with the terms of this Agreement and with Accepted Servicing Practices and (ii) the Master Servicer shall, in accordance with the Section 3.03 of this Agreement, master service and administer the Master Serviced Mortgage Loans by overseeing and enforcing the servicing of the Master Serviced Mortgage Loans by National City according to the terms of the National City Servicing Agreement. The obligations of the Servicer hereunder to service and administer the Mortgage Loans shall be limited to the the WMMSC Serviced Mortgage Loans; and with respect to the duties and obligations of the Servicer, references herein to related “Mortgage Loans” shall be limited to the the WMMSC Serviced Mortgage Loans (and the related Servicing Agreement proceeds thereof and related REO Properties); and in no event shall the Servicer have any responsibility or liability with respect to any of the other Mortgage Loans. The obligations of the Master Servicer to master service and administer the Mortgage Loans shall be limited to the Master Serviced Mortgage Loans. Notwithstanding anything to the contrary contained in this Agreement, the Master Servicer shall have no obligations to master service or administer the the WMMSC Serviced Mortgage Loans. In connection with such servicing and administration of the the WMMSC Serviced Mortgage Loans, the Servicer shall have full power and authority authority, acting alone and/or through Subservicers as provided in Section 3.02 hereof, to do or cause to be done any and all things which that it may deem necessary or desirable in connection with such master servicing and administration. In performing its obligations hereunder, including but not limited to, the Master power and authority, subject to the terms hereof (i) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds and other Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that the Servicer shall act take any action that is inconsistent with or prejudices the interests of the Trust Fund or the Certificateholders in a manner consistent with Accepted Master Servicing Practices. Furthermoreany Mortgage Loan or the rights and interests of the Depositor, the Master Servicer shall oversee and consult with Trustee, the Servicer as necessary from time-to-time to carry out Trust Administrator or 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 Certificateholders under the applicable Servicing this Agreement. The Master Servicer and the Servicer shall independently represent and separately monitor protect the Servicer's servicing activities with respect to each related interests of the Trust Fund in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan, reconcile the results and shall not make or permit any modification, waiver or amendment of such monitoring with such information provided any Mortgage Loan which would cause any REMIC created hereunder to fail to qualify as a REMIC or result in the previous sentence on a monthly basis and coordinate corrective adjustments to imposition of any tax under Section 860F(a) or Section 860G(d) of the Servicer's and Master Servicer's records, and based on such reconciled and corrected informationCode. Without limiting the generality of the foregoing, the Master Servicer shall provide such information to and the Securities Administrator as shall be necessary Servicer, in order for it to prepare its own name or in the statements specified in Section 4.03name of the Depositor and the Trustee, is hereby authorized and prepare any other information empowered by the Depositor, the Trustee and statements required to be forwarded by the Trust Administrator, when the Master Servicer hereunderor the Servicer believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Trust Administrator, the Depositor, the Certificateholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to the Mortgage Loans, and with respect to the Mortgaged Properties held for the benefit of the Certificateholders. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of and the Servicer shall prepare and deliver to the Custodial Account pursuant to Depositor and/or the applicable Servicing Agreement. The Trustee shall furnish and/or the Servicer Trust Administrator such documents requiring execution and the Master Servicer with any powers delivery by either or both of attorney and other documents in form them as provided to it are necessary or appropriate to enable the Master Servicer and or the Master Servicer to service and administer the Mortgage Loans to the extent that the Master Servicer or the Servicer is not permitted to execute and deliver such documents pursuant to the preceding sentence. Upon receipt of such documents, the Depositor and/or the Trustee or the Trust Administrator shall execute such documents and deliver them to the Master Servicer or the Servicer. In accordance with the standards of the preceding paragraph and unless determined in good faith to be a Nonrecoverable Advance, the Servicer shall advance or cause to be advanced funds as necessary for the purpose of effecting the payment of taxes and assessments on the Mortgaged Properties related to the the WMMSC Serviced Mortgage Loans, which advances constitute Servicing Advances and shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.06, and further as provided in Section 3.08. In no event will the Servicer be required to make any Servicing Advance which would constitute a Nonrecoverable Advance. The costs incurred by the Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties related to the the WMMSC Serviced Mortgage Loans and REO Property. The Trustee related insurance premiums shall provide access to not, for the records and documentation in possession purpose of the Trustee regarding the related Mortgage Loans and REO Property and the servicing thereof calculating monthly distributions to the Certificateholders, be added to the NIMS InsurerStated Principal Balances of such Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. The Servicer hereby acknowledges that, to the extent the Servicer has previously serviced some or all of the Mortgage Loans pursuant to another servicing agreement, the FDICprovisions contained in this Agreement shall supersede the provisions contained in such other servicing agreement from and after the Closing Date. In addition, 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; provided, however, that, unless otherwise required by law, the Trustee shall not be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee's actual costs. The Trustee shall execute and deliver to the Servicer and the Master Servicer any court pleadingshereby acknowledges that, requests for trustee's sale to the extent the Master Servicer or National City has previously serviced some or all of the Mater Serviced Mortgage Loans pursuant to another servicing agreement, the provisions contained in the National City Servicing Agreement shall supersede the provisions contained in such other documents necessary or desirable servicing agreement from and after the Closing Date. Notwithstanding anything in this Agreement to the contrary, (i) the foreclosure or trustee's sale purchase of any the WMMSC Serviced Mortgage Loan by any Person shall be subject to the rights of the Servicer to continue servicing such WMMSC Serviced Mortgage Loan for the same Servicing Fee substantially in accordance with respect to a Mortgaged Property; the terms of this Agreement and (ii) the purchase of any legal action brought Master Serviced Mortgage Loan by any Person shall be subject to obtain judgment against any Mortgagor on the rights of National City to continue servicing such Master Serviced Mortgage Note Loan for the same Servicing Fee substantially in accordance with the terms of the National City Servicing Agreement, or Security Instrument; (iii) obtain a deficiency judgment against at the Mortgagor; or (iv) enforce any other rights or remedies provided by request of WMMSC, in accordance with the terms of the WMMSC Servicing Guide. With respect to each WMMSC Serviced Mortgage Note or Security Instrument or otherwise available at law or equityLoan, WMMSC will furnish information regarding its borrower credit files to credit reporting agencies in compliance with the provisions of the Fair Credit Reporting Act and its implementing regulations applicable to WMMSC.

Administration and Servicing of Mortgage Loans. (a) The SECTION 3.01 Master Servicer shall supervise, monitor Servicing and oversee the obligation Servicing of Mortgage Loans. For and on behalf of the Servicer to Certificateholders, as independent contractors of the Trustee, (i) each Servicer, severally and not jointly, shall service and administer the related Non-Designated Mortgage Loans in accordance with the terms of this Agreement and with Accepted Servicing Practices, (ii) the Master Servicer shall, in accordance with Section 3.03 of this Agreement, master service and adminster the Non-Designated Mortgage Loans (other than the WMMSC Serviced Mortgage Loans) by overseeing and enforcing the servicing of the Non-Designated Mortgage Loans by the related Servicing Servicer (other than WMMSC) according to the terms of this Agreement and (iii) the Master Servicer shall, in accordance with the Section 3.20 of this Agreement, master service and administer the Designated Mortgage Loans by overseeing and enforcing the servicing of the Designated Mortgage Loans by the related Designated Servicer according to the terms of the related Designated Servicing Agreement. The obligations of each of SPS, GreenPoint, Xxxxx Fargo and WMMSC hereunder to service and administer the Mortgage Loans shall be limited to the SPS Serviced Mortgage Loans, GreenPoint Serviced Mortgage Loans, Xxxxx Fargo Serviced Mortgage Loans and WMMSC Serviced Mortgage Loans, respectively; and with respect to the duties and obligations of each Servicer, references herein to related “Mortgage Loans” shall be limited to the SPS Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties) in the case of SPS, the GreenPoint Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties) in the case of GreenPoint, the Xxxxx Fargo Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties) in the case of Xxxxx Fargo and the WMMSC Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties) in the case of WMMSC; and in no event shall any Servicer have any responsibility or liability with respect to any of the other Mortgage Loans. The obligations of the Master Servicer to master service and administer the Mortgage Loans shall be limited to the SPS Serviced Mortgage Loans, the GreenPoint Serviced Mortgage Loans, the Xxxxx Fargo Serviced Mortgage Loans and the Designated Mortgage Loans. Notwithstanding anything to the contrary contained in this Agreement, the Master Servicer shall have no obligations to master service or administer the WMMSC Serviced Mortgage Loans. In connection with such servicing and administration of the Non-Designated Mortgage Loans, the Master Servicer and each Servicer shall have full power and authority authority, acting alone and/or, with respect to any Servicer, through Subservicers as provided in Section 3.02 hereof, to do or cause to be done any and all things which that it may deem necessary or desirable in connection with such master servicing and administration. In performing its obligations hereunder, including but not limited to, the power and authority, subject to the terms hereof (i) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds and other Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that neither the Master Servicer nor any Servicer shall act take any action that is inconsistent with or prejudices the interests of the Trust Fund or the Certificateholders in a manner consistent with Accepted Master Servicing Practices. Furthermoreany Mortgage Loan or the rights and interests of the Depositor, the Master Servicer shall oversee and consult with Trustee, the Servicer as necessary from time-to-time to carry out Trust Administrator or 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 Certificateholders under the applicable Servicing this Agreement. The Master Servicer and each Servicer shall independently represent and separately monitor protect the Servicer's servicing activities with respect to each related interests of the Trust Fund in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan, reconcile the results and shall not make or permit any modification, waiver or amendment of such monitoring with such information provided any Mortgage Loan which would cause any REMIC created hereunder to fail to qualify as a REMIC or result in the previous sentence on a monthly basis and coordinate corrective adjustments to imposition of any tax under Section 860F(a) or Section 860G(d) of the Servicer's and Master Servicer's records, and based on such reconciled and corrected informationCode. Without limiting the generality of the foregoing, the Master Servicer shall provide such information to and each Servicer, in its own name or in the Securities Administrator as shall be necessary in order for it to prepare name of the statements specified in Section 4.03Depositor and the Trustee, is hereby authorized and prepare any other information empowered by the Depositor, the Trustee and statements required to be forwarded by the Trust Administrator, when the Master Servicer hereunderor such Servicer believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Trust Administrator, the Depositor, the Certificateholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to the Mortgage Loans, and with respect to the Mortgaged Properties held for the benefit of the Certificateholders. The Master Servicer and each Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Servicer prepare and deliver to the Custodial Account pursuant to Depositor and/or the applicable Servicing Agreement. The Trustee shall furnish and/or the Servicer Trust Administrator such documents requiring execution and the Master Servicer with any powers delivery by either or both of attorney and other documents in form them as provided to it are necessary or appropriate to enable the Servicer and the Master Servicer or such Servicer to master servicer and administer or service and administer the Mortgage Loans, as applicable, to the extent that the Master Servicer or such Servicer is not permitted to execute and deliver such documents pursuant to the preceding sentence. Upon receipt of such documents, the Depositor and/or the Trustee or the Trust Administrator shall execute such documents and deliver them to the Master Servicer or such Servicer, as applicable. In accordance with the standards of the preceding paragraph and unless determined in good faith to be a Nonrecoverable Advance, each Servicer shall advance or cause to be advanced funds, as necessary for the purpose of effecting the payment of taxes and assessments on the Mortgaged Properties related to Non-Designated Mortgage Loans, which advances constitute Servicing Advances and shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.06, and further as provided in Section 3.08. In no event will any Servicer be required to make any Servicing Advance that would constitute a Nonrecoverable Advance. The costs incurred by a Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties related to Non-Designated Mortgage Loans and REO Property. The Trustee related insurance premiums shall provide access to not, for the records and documentation in possession purpose of the Trustee regarding the related Mortgage Loans and REO Property and the servicing thereof calculating monthly distributions to the Certificateholders, be added to the NIMS InsurerStated Principal Balances of the related Non-Designated Mortgage Loans, notwithstanding that the terms of such Non-Designated Mortgage Loans so permit. Each Servicer hereby acknowledges that, to the extent such Servicer has previously serviced some or all of the Non-Designated Mortgage Loans pursuant to another servicing agreement, the FDICprovisions contained in this Agreement shall supersede the provisions contained in such other servicing agreement from and after the Closing Date. In addition, 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; provided, however, that, unless otherwise required by law, the Trustee shall not be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee's actual costs. The Trustee shall execute and deliver to the Servicer and the Master Servicer hereby acknowledges that, to the extent the Master Servicer or any court pleadingsDesignated Servicer has previously serviced some or all of the Designated Mortgage Loans pursuant to another servicing agreement, requests the provisions contained in the related Designated Servicing Agreement shall supersede the provisions contained in such other servicing agreement from and after the Closing Date. Notwithstanding anything in this Agreement to the contrary, the purchase of any WMMSC Serviced Mortgage Loan by any Person shall be subject to the rights of WMMSC to continue servicing such WMMSC Serviced Mortgage Loan for trustee's sale the same Servicing Fee substantially in accordance with the terms of this Agreement. The related Servicer, other than WMMSC, will fully furnish, in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company, on a monthly basis. With respect to each WMMSC Serviced Mortgage Loan, WMMSC will furnish information regarding its borrower credit files to credit reporting agencies in compliance with the provisions of the Fair Credit Reporting Act and its implementing regulations applicable to WMMSC. Each Servicer is authorized and empowered, on behalf of the Certificateholders and the Trustee, in its own name or in the name of any Subservicer, when a Servicer or any Subservicer, as the case may be, believes it appropriate in its best judgment to register any related Mortgage Loan on the MERS® System, or cause the removal from the registration of such Mortgage Loan on the MERS® System, to execute and deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of assignment and other documents necessary or desirable to (i) the foreclosure or trustee's sale comparable instruments with respect to such assignment or re-recording of a Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor on Mortgage in the Mortgage Note or Security Instrument; (iii) obtain a deficiency judgment against name of MERS, solely as nominee for the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or Security Instrument or otherwise available at law or equityTrustee and its successors and assigns.

Administration and Servicing of Mortgage Loans. (a) The SECTION 3.01 Master Servicer shall supervise, monitor Servicing and oversee the obligation Servicing of Mortgage Loans. For and on behalf of the Servicer to Certificateholders, as independent contractors of the Trustee, (i) each Servicer, severally and not jointly, shall service and administer the related Non-Designated Mortgage Loans in accordance with the terms of this Agreement and with Accepted Servicing Practices, (ii) the Master Servicer shall, in accordance with Section 3.03 of this Agreement, master service and adminster the Non-Designated Mortgage Loans (other than the WMMSC Serviced Mortgage Loans) by overseeing and enforcing the servicing of the Non-Designated Mortgage Loans by the related Servicing Servicer (other than WMMSC) according to the terms of this Agreement and (iii) the Master Servicer shall, in accordance with the Section 3.20 of this Agreement, master service and administer the Designated Mortgage Loans by overseeing and enforcing the servicing of the Designated Mortgage Loans by the related Designated Servicer according to the terms of the related Designated Servicing Agreement. The obligations of each of SPS, GreenPoint, Xxxxx Fargo, Bank of America and WMMSC hereunder to service and administer the Mortgage Loans shall be limited to the SPS Serviced Mortgage Loans, GreenPoint Serviced Mortgage Loans, Xxxxx Fargo Serviced Mortgage Loans, Bank of America Serviced Mortgage Loans and WMMSC Serviced Mortgage Loans, respectively; and with respect to the duties and obligations of each Servicer, references herein to related “Mortgage Loans” shall be limited to the SPS Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties) in the case of SPS, the GreenPoint Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties) in the case of GreenPoint, the Xxxxx Fargo Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties) in the case of Xxxxx Fargo, the Bank of America Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties) in the case of Bank of America, and the WMMSC Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties) in the case of WMMSC; and in no event shall any Servicer have any responsibility or liability with respect to any of the other Mortgage Loans. The obligations of the Master Servicer to master service and administer the Mortgage Loans shall be limited to the SPS Serviced Mortgage Loans, the GreenPoint Serviced Mortgage Loans, the Xxxxx Fargo Serviced Mortgage Loans, the Bank of America Serviced Mortgage Loans and the Designated Mortgage Loans. Notwithstanding anything to the contrary contained in this Agreement, the Master Servicer shall have no obligations to master service or administer the WMMSC Serviced Mortgage Loans. In connection with such servicing and administration of the Non-Designated Mortgage Loans, the Master Servicer and each Servicer shall have full power and authority authority, acting alone and/or, with respect to any Servicer, through Subservicers as provided in Section 3.02 hereof, to do or cause to be done any and all things which that it may deem necessary or desirable in connection with such master servicing and administration. In performing its obligations hereunder, including but not limited to, the power and authority, subject to the terms hereof (i) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds and other Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that neither the Master Servicer nor any Servicer shall act take any action that is inconsistent with or prejudices the interests of the Trust Fund or the Certificateholders in a manner consistent with Accepted Master Servicing Practices. Furthermoreany Mortgage Loan or the rights and interests of the Depositor, the Master Servicer shall oversee and consult with Trustee, the Servicer as necessary from time-to-time to carry out Trust Administrator or 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 Certificateholders under the applicable Servicing this Agreement. The Master Servicer and each Servicer shall independently represent and separately monitor protect the Servicer's servicing activities with respect to each related interests of the Trust Fund in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan, reconcile the results and shall not make or permit any modification, waiver or amendment of such monitoring with such information provided any Mortgage Loan which would cause any REMIC created hereunder to fail to qualify as a REMIC or result in the previous sentence on a monthly basis and coordinate corrective adjustments to imposition of any tax under Section 860F(a) or Section 860G(d) of the Servicer's and Master Servicer's records, and based on such reconciled and corrected informationCode. Without limiting the generality of the foregoing, the Master Servicer shall provide such information to and each Servicer, in its own name or in the Securities Administrator as shall be necessary in order for it to prepare name of the statements specified in Section 4.03Depositor and the Trustee, is hereby authorized and prepare any other information empowered by the Depositor, the Trustee and statements required to be forwarded by the Trust Administrator, when the Master Servicer hereunderor such Servicer believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Trust Administrator, the Depositor, the Certificateholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to the Mortgage Loans, and with respect to the Mortgaged Properties held for the benefit of the Certificateholders. The Master Servicer and each Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Servicer prepare and deliver to the Custodial Account pursuant to Depositor and/or the applicable Servicing Agreement. The Trustee shall furnish and/or the Servicer Trust Administrator such documents requiring execution and the Master Servicer with any powers delivery by either or both of attorney and other documents in form them as provided to it are necessary or appropriate to enable the Servicer and the Master Servicer or such Servicer to master servicer and administer or service and administer the Mortgage Loans, as applicable, to the extent that the Master Servicer or such Servicer is not permitted to execute and deliver such documents pursuant to the preceding sentence. Upon receipt of such documents, the Depositor and/or the Trustee or the Trust Administrator shall execute such documents and deliver them to the Master Servicer or such Servicer, as applicable. In accordance with the standards of the preceding paragraph and unless determined in good faith to be a Nonrecoverable Advance, each Servicer shall advance or cause to be advanced funds, as necessary for the purpose of effecting the payment of taxes and assessments on the Mortgaged Properties related to Non-Designated Mortgage Loans, which advances constitute Servicing Advances and shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.06, and further as provided in Section 3.08. In no event will any Servicer be required to make any Servicing Advance that would constitute a Nonrecoverable Advance. The costs incurred by a Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties related to Non-Designated Mortgage Loans and REO Property. The Trustee related insurance premiums shall provide access to not, for the records and documentation in possession purpose of the Trustee regarding the related Mortgage Loans and REO Property and the servicing thereof calculating monthly distributions to the Certificateholders, be added to the NIMS InsurerStated Principal Balances of the related Non-Designated Mortgage Loans, notwithstanding that the terms of such Non-Designated Mortgage Loans so permit. Each Servicer hereby acknowledges that, to the extent such Servicer has previously serviced some or all of the Non-Designated Mortgage Loans pursuant to another servicing agreement, the FDICprovisions contained in this Agreement shall supersede the provisions contained in such other servicing agreement from and after the Closing Date. In addition, 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; provided, however, that, unless otherwise required by law, the Trustee shall not be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee's actual costs. The Trustee shall execute and deliver to the Servicer and the Master Servicer hereby acknowledges that, to the extent the Master Servicer or any court pleadingsDesignated Servicer has previously serviced some or all of the Designated Mortgage Loans pursuant to another servicing agreement, requests for trustee's sale or the provisions contained in the related Designated Servicing Agreement shall supersede the provisions contained in such other documents necessary or desirable servicing agreement from and after the Closing Date. Notwithstanding anything in this Agreement to the contrary, (i) the foreclosure purchase of any WMMSC Serviced Mortgage Loan by any Person shall be subject to the rights of WMMSC to continue servicing such WMMSC Serviced Mortgage Loan for the same Servicing Fee substantially in accordance with the terms of this Agreement, and (ii) the purchase of any Bank of America Serviced Mortgage Loan by any Person shall be subject to the rights of Bank of America to continue servicing such Bank of America Serviced Mortgage Loan for the same Servicing Fee substantially in accordance with the terms of this Agreement. The related Servicer, other than WMMSC, will fully furnish, in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company, on a monthly basis. With respect to each WMMSC Serviced Mortgage Loan, WMMSC will furnish information regarding its borrower credit files to credit reporting agencies in compliance with the provisions of the Fair Credit Reporting Act and its implementing regulations applicable to WMMSC. Each Servicer is authorized and empowered, on behalf of the Certificateholders and the Trustee, in its own name or trustee's sale in the name of any Subservicer, when a Servicer or any Subservicer, as the case may be, believes it appropriate in its best judgment to register any related Mortgage Loan on the MERS® System, or cause the removal from the registration of such Mortgage Loan on the MERS® System, to execute and deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor on Mortgage in the Mortgage Note or Security Instrument; (iii) obtain a deficiency judgment against name of MERS, solely as nominee for the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or Security Instrument or otherwise available at law or equityTrustee and its successors and assigns.

Administration and Servicing of Mortgage Loans. (a) Section 4.01 Company to Act as Servicer. The Master Servicer Company, as independent contract servicer, shall supervise, monitor and oversee the obligation of the Servicer to service and administer the Mortgage Loans in accordance with the terms of this Agreement and the related Term Sheet and 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 the Company may deem necessary or desirable and consistent with the terms of this Agreement and the related Term Sheet and with Accepted Servicing Practices and exercise the same care that it customarily employs for its own account. Except as set forth in this Agreement and the related Term Sheet, the Company shall service the Mortgage Loans in strict compliance with the servicing provisions of the Fxxxxx Mxx Guides (special servicing option), which include, but are not limited to, provisions regarding the liquidation of Mortgage Loans, the collection of Mortgage Loan payments, the payment of taxes, insurance and other charges, the maintenance of hazard insurance with a Qualified Insurer, the maintenance of mortgage impairment insurance, the maintenance of fidelity bond and errors and omissions insurance, inspections, the restoration of Mortgaged Property, the maintenance of Primary Mortgage Insurance Policies, insurance claims, the title, management and disposition of REO Property, permitted withdrawals with respect to REO Property, liquidation reports, and reports of foreclosures and abandonments of Mortgaged Property, the transfer of Mortgaged Property, the release of Mortgage Files, annual statements, and examination of records and facilities. In the event of any conflict, inconsistency or discrepancy between any of the servicing provisions of this Agreement and the related Term Sheet and any of the servicing provisions of the Fxxxxx Mae Guides, the provisions of this Agreement and the related Term Sheet shall control and be binding upon the Purchaser and the Company. Consistent with the terms of this Agreement and the related Term Sheet, the Company may waive, modify or vary any term of any Mortgage Loan or consent to the postponement of any such term or in any manner grant indulgence to any Mortgagor if in the Company's reasonable and prudent determination such waiver, modification, postponement or indulgence is not materially adverse to the Purchaser, provided, however, that unless the Company has obtained the prior written consent of the Purchaser, the Company shall not permit any modification with respect to any Mortgage Loan that would change the Mortgage Interest Rate, defer for more than ninety days or forgive any payment of principal or interest, reduce or increase the outstanding principal balance (except for actual payments of principal) or change the final maturity date on such Mortgage Loan. In the event of any such modification which has been agreed to in writing by the Purchaser and which permits the deferral of interest or principal payments on any Mortgage Loan, the Company shall, on the Business Day immediately preceding the Remittance Date in any month in which any such principal or interest payment has been deferred, deposit in the Custodial Account from its own funds, in accordance with Section 4.04, the difference between (a) such month's principal and one month's interest at the Mortgage Loan Remittance Rate on the unpaid principal balance of such Mortgage Loan and (b) the amount paid by the Mortgagor. The Company shall be entitled to reimbursement for such advances to the same extent as for all other advances pursuant to Section 4.05. Without limiting the generality of the foregoing, the Company shall continue, and is hereby authorized and empowered, to prepare, execute and deliver, all instruments of satisfaction or cancellation, or of partial or full release, discharge and all other comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Properties. Notwithstanding anything herein to the contrary, the Company may not enter into a forbearance agreement or similar arrangement with respect to any Mortgage Loan which term exceeds 12 months in duration. Any such agreement shall be approved by Purchaser and, if required, by the Primary Mortgage Insurance Policy insurer, if required. Any other loss mitigation or workout alternatives, such as short sales or deeds in lieu of foreclosure, shall be subject to the approval of the Purchaser and the Primary Mortgage Insurance Policy insurer if applicable. Notwithstanding anything in this Agreement to the contrary, if any Mortgage Loan becomes subject to a Pass-Through Transfer, the Company (a) with respect to such Mortgage Loan, shall not permit any modification with respect to such Mortgage Loan that would change the Mortgage Interest Rate and (b) shall not (unless the Mortgagor is in default with respect to such Mortgage Loan or such default is, in the judgment of the Company, reasonably foreseeable) make or permit any modification, waiver or amendment of any term of such Mortgage Loan that would both (i) effect an exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or Treasury regulations promulgated thereunder) and (ii) cause any REMIC to fail to qualify as a REMIC under the Code or the imposition of any tax on "prohibited transactions" or "contributions" after the startup date under the REMIC Provisions. Prior to taking any action with respect to the Mortgage Loans subject to a Pass-Through Transfer, which is not contemplated under the terms of this Agreement, the Company will obtain an Opinion of Counsel acceptable to the trustee in such Pass-Through Transfer with respect to whether such action could result in the imposition of a tax upon any REMIC (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code)(either such event, an "Adverse REMIC Event"), and the Company shall not take any such actions as to which it has been advised that an Adverse REMIC Event could occur. The Company shall not permit the creation of any "interests" (within the meaning of Section 860G of the Code) in any REMIC. The Company shall not enter into any arrangement by which a REMIC will receive a fee or other compensation for services nor permit a REMIC to receive any income from assets other than "qualified mortgages" as defined in Section 860G(a)(3) of the Code or "permitted investments" as defined in Section 860G(a)(5) of the Code. In servicing and administering the Mortgage Loans, the Company shall employ Accepted Servicing Practices, giving due consideration to the Purchaser's reliance on the Company. Unless a different time period is stated in this Agreement or the related Term Sheet, Purchaser shall be deemed to have given consent in connection with a particular matter if Purchaser does not affirmatively grant or deny consent within five (5) Business Days from the date Purchaser receives a second written request for consent for such master matter from Company as servicer. The Mortgage Loans may be subserviced by a Subservicer on behalf of the Company provided that the Subservicer is an entity that engages in the business of servicing loans, and administrationin either case shall be authorized to transact business, and licensed to service mortgage loans, in the state or states where the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the Subservicer to perform its obligations hereunder and under the Subservicing Agreement, and in either case shall be a FHLMC or Fxxxxx Mxx approved mortgage servicer in good standing, and no event has occurred, including but not limited to a change in insurance coverage, which would make it unable to comply with the eligibility requirements for lenders imposed by Fxxxxx Mae or for seller/servicers imposed by Fxxxxx Mxx or FHLMC, or which would require notification to Fxxxxx Mae or FHLMC. In performing addition, each Subservicer will obtain and preserve its obligations hereunderqualifications to do business as a foreign corporation and its licenses to service mortgage loans, in each jurisdiction in which such qualifications and/or licenses are or shall be necessary to protect the Master Servicer shall act in a manner consistent with Accepted Master Servicing Practices. Furthermorevalidity and enforceability of this Agreement, or any of the Master Servicer shall oversee Mortgage Loans 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 or cause to be performed or observed by the Servicer its duties under the applicable Servicing related Subservicing Agreement. The Master Servicer Company may perform any of its servicing responsibilities hereunder or may cause the Subservicer to perform any such servicing responsibilities on its behalf, but the use by the Company of the Subservicer shall independently not release the Company from any of its obligations hereunder and separately monitor the ServicerCompany shall remain responsible hereunder for all acts and omissions of the Subservicer as fully as if such acts and omissions were those of the Company. The Company shall pay all fees and expenses of the Subservicer from its own funds, and the Subservicer's fee shall not exceed the Servicing Fee. Company shall notify Purchaser promptly in writing upon the appointment of any Subservicer. At the cost and expense of the Company, without any right of reimbursement from the Custodial Account, the Company shall be entitled to terminate the rights and responsibilities of the Subservicer and arrange for any servicing activities with respect responsibilities to each related Mortgage Loan, reconcile be performed by a successor subservicer meeting the results of such monitoring with such information provided requirements in the previous sentence on a monthly basis and coordinate corrective adjustments to the Servicer's and Master Servicer's recordspreceding paragraph, and based on such reconciled and corrected informationprovided, the Master Servicer shall provide such information to the Securities Administrator as however, that nothing contained herein shall be necessary in order for it deemed to prepare prevent or prohibit the statements specified in Section 4.03Company, and prepare any other information and statements required to be forwarded by at the Master Servicer hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Servicer to the Custodial Account pursuant to the applicable Servicing Agreement. The Trustee shall furnish the Servicer and the Master Servicer with any powers of attorney and other documents in form as provided to it necessary or appropriate to enable the Servicer and the Master Servicer Company's option, from electing to service and administer the related Mortgage Loans itself. In the event that the Company's responsibilities and REO Propertyduties under this Agreement are terminated pursuant to Section 4.13, 8.04, 9.01 or 10.01 and if requested to do so by the Purchaser, the Company shall at its own cost and expense terminate the rights and responsibilities of the Subservicer effective as of the date of termination of the Company. The Trustee Company shall provide access pay all fees, expenses or penalties necessary in order to terminate the rights and responsibilities of the Subservicer from the Company's own funds without reimbursement from the Purchaser. Notwithstanding any of the provisions of this Agreement relating to agreements or arrangements between the Company and the Subservicer or any reference herein to actions taken through the Subservicer or otherwise, the Company shall not be relieved of its obligations to the records Purchaser and documentation in possession shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage Loans. The Company shall be entitled to enter into an agreement with the Subservicer for indemnification of the Trustee regarding Company by the related Subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. The Company will indemnify and hold Purchaser harmless from any loss, liability or expense arising out of its use of a Subservicer to perform any of its servicing duties, responsibilities and obligations hereunder. Any Subservicing Agreement and any other transactions or services relating to the Mortgage Loans involving the Subservicer shall be deemed to be between the Subservicer and REO Property and the servicing thereof to the Certificateholders, the NIMS Insurer, the FDICCompany alone, and the supervisory agents and examiners of the FDICPurchaser shall have no obligations, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the Trustee; provided, however, that, unless otherwise required by law, the Trustee shall not be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee's actual costs. The Trustee shall execute and deliver to the Servicer and the Master Servicer any court pleadings, requests for trustee's sale duties or other documents necessary or desirable to (i) the foreclosure or trustee's sale liabilities with respect to a Mortgaged Property; (ii) any legal action brought the Subservicer including no obligation, duty or liability of Purchaser to obtain judgment against any Mortgagor on pay the Mortgage Note or Security Instrument; (iii) obtain a deficiency judgment against the Mortgagor; or (iv) enforce any other rights or remedies provided Subservicer's fees and expenses. For purposes of distributions and advances by the Company pursuant to this Agreement, the Company shall be deemed to have received a payment on a Mortgage Note Loan when the Subservicer has received such payment. The Company will transmit full-file credit reporting data for each Mortgage Loan pursuant to the Fxxxxx Mxx Selling Guide and that for each Mortgage Loan, the Company agrees it shall report one of the following statuses each month as follows: new origination, current, delinquent (30-, 60-, 90-days, etc.), foreclosed, or Security Instrument or otherwise available at law or equitycharged-off.

Administration and Servicing of Mortgage Loans. (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 related 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 ’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 applicable Servicing Agreement. The Master Servicer shall independently and separately monitor the Servicer's ’s servicing activities 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 the Servicer's ’s and Master Servicer's ’s records, and based on such reconciled and corrected information, the Master Servicer shall provide such information to the Securities Administrator as shall be necessary in order for it to prepare the statements specified in Section 4.03, and prepare any other information and statements required to be forwarded by the Master Servicer hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Servicer to the Custodial Account pursuant to the applicable Servicing Agreement. The Trustee shall furnish the Servicer and the Master Servicer with any powers of attorney and other documents in form as provided to it necessary or appropriate to enable the Servicer and the Master Servicer to service and administer the related Mortgage Loans and REO Property. The Trustee shall provide access to the records and documentation in possession of the Trustee regarding the related Mortgage Loans and REO Property and the servicing thereof to the Certificateholders, the NIMS Insurer, 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; provided, however, that, unless otherwise required by law, the Trustee shall not be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee's ’s actual costs. The Trustee shall execute and deliver to the Servicer and the Master Servicer any court pleadings, requests for trustee's ’s sale or other documents necessary or desirable 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 Security Instrument; (iii) obtain a deficiency judgment against the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or Security Instrument or otherwise available at law or equity.

Administration and Servicing of Mortgage Loans. (a) The SECTION 3.01 Master Servicer shall supervise, monitor Servicing and oversee the obligation Servicing of Mortgage Loans. For and on behalf of the Servicer to Certificateholders, as independent contractors of the Trustee, (i) each Servicer, severally and not jointly, shall service and administer the related Non-Designated Mortgage Loans in accordance with the terms of this Agreement and with Accepted Servicing Practices and with all applicable requirements of the Servicing Criteria, (ii) the Master Servicer shall, in accordance with Section 3.03 of this Agreement, master service and administer the Non-Designated Mortgage Loans (other than the WMMSC Serviced Mortgage Loans) by overseeing and enforcing the servicing of the Non-Designated Mortgage Loans by the related Servicing Servicer (other than WMMSC) according to the terms of this Agreement and (iii) the Master Servicer shall, in accordance with the Section 3.20 of this Agreement, master service and administer the Designated Mortgage Loans by overseeing and enforcing the servicing of the Designated Mortgage Loans by the related Designated Servicer according to the terms of the related Designated Servicing Agreement. The obligations of each of SPS, Xxxxx Fargo, Bank of America, Banco Popular and WMMSC hereunder to service and administer the Mortgage Loans shall be limited to SPS Serviced Mortgage Loans, Xxxxx Fargo Serviced Mortgage Loans, Xxxxx Fargo Serviced CORE Mortgage Loans, Bank of America Serviced Mortgage Loans, Banco Popular Serviced Mortgage Loans and WMMSC Serviced Mortgage Loans, respectively; and with respect to the duties and obligations of each Servicer, references herein to related “Mortgage Loans” shall be limited to the SPS Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties) in the case of SPS, the Xxxxx Fargo Serviced Mortgage Loans and the Xxxxx Fargo Serviced CORE Mortgage Loans (and the related proceeds thereof and related REO Properties) in the case of Xxxxx Fargo, the Bank of America Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties), in the case of Bank of America, the Banco Popular Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties), in the case of Banco Popular and the WMMSC Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties) in the case of WMMSC; and in no event shall any Servicer have any responsibility or liability with respect to any of the other Mortgage Loans. The obligations of the Master Servicer to master service and administer the Mortgage Loans shall be limited to the SPS Serviced Mortgage Loans, the Xxxxx Fargo Serviced Mortgage Loans, the Bank of America Serviced Mortgage Loans, the Banco Popular Serviced Mortgage Loans and the Designated Mortgage Loans. Notwithstanding anything to the contrary contained in this Agreement, the Master Servicer shall have no obligations to master service or administer the WMMSC Serviced Mortgage Loans. In connection with such servicing and administration of the Non-Designated Mortgage Loans, the Master Servicer and each Servicer shall have full power and authority authority, acting alone and/or, with respect to any Servicer, through Sub-Servicers as provided in Section 3.02 hereof, to do or cause to be done any and all things which that it may deem necessary or desirable in connection with such master servicing and administration. In performing its obligations hereunder, including but not limited to, the power and authority, subject to the terms hereof (i) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds and other Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that neither the Master Servicer nor any Servicer shall act take any action that is inconsistent with or prejudices the interests of the Trust Fund or the Certificateholders in a manner consistent with Accepted Master Servicing Practices. Furthermoreany Mortgage Loan or the rights and interests of the Depositor, the Master Servicer shall oversee and consult with Trustee, the Servicer as necessary from time-to-time to carry out Trust Administrator or 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 Certificateholders under the applicable Servicing this Agreement. The Master Servicer and each Servicer shall independently represent and separately monitor protect the Servicer's servicing activities with respect to each related interests of the Trust Fund in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan, reconcile the results and shall not make or permit any modification, waiver or amendment of such monitoring with such information provided any Mortgage Loan which would cause any REMIC created hereunder to fail to qualify as a REMIC or result in the previous sentence on a monthly basis and coordinate corrective adjustments to imposition of any tax under Section 860F(a) or Section 860G(d) of the Servicer's and Master Servicer's records, and based on such reconciled and corrected informationCode. Without limiting the generality of the foregoing, the Master Servicer shall provide such information to and each Servicer, in its own name or in the Securities Administrator as shall be necessary in order for it to prepare name of the statements specified in Section 4.03Depositor and the Trustee, is hereby authorized and prepare any other information empowered by the Depositor, the Trustee and statements required to be forwarded by the Trust Administrator, when the Master Servicer hereunderor such Servicer believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Trust Administrator, the Depositor, the Certificateholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to the Mortgage Loans, and with respect to the Mortgaged Properties held for the benefit of the Certificateholders. The Master Servicer and each Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Servicer prepare and deliver to the Custodial Account pursuant to Depositor and/or the applicable Servicing Agreement. The Trustee shall furnish and/or the Servicer Trust Administrator such documents requiring execution and the Master Servicer with any powers delivery by either or both of attorney and other documents in form them as provided to it are necessary or appropriate to enable the Servicer and the Master Servicer or such Servicer to master servicer and administer or service and administer the Mortgage Loans, as applicable, to the extent that the Master Servicer or such Servicer is not permitted to execute and deliver such documents pursuant to the preceding sentence. Upon receipt of such documents, the Depositor and/or the Trustee or the Trust Administrator shall execute such documents and deliver them to the Master Servicer or such Servicer, as applicable. In accordance with the standards of the preceding paragraph and unless determined in good faith to be a Nonrecoverable Advance, each Servicer shall advance or cause to be advanced funds, as necessary for the purpose of effecting the payment of taxes and assessments on the Mortgaged Properties related to Non-Designated Mortgage Loans, which advances constitute Servicing Advances and shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.06, and further as provided in Section 3.08. In no event will any Servicer be required to make any Servicing Advance that would constitute a Nonrecoverable Advance. The costs incurred by a Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties related to Non-Designated Mortgage Loans and REO Property. The Trustee related insurance premiums shall provide access to not, for the records and documentation in possession purpose of the Trustee regarding the related Mortgage Loans and REO Property and the servicing thereof calculating monthly distributions to the Certificateholders, be added to the NIMS Insurer, the FDIC, and the supervisory agents and examiners Stated Principal Balances of the FDICrelated Non-Designated Mortgage Loans, notwithstanding that the terms of such access being afforded only upon reasonable prior written request and during normal business hours at the office of the TrusteeNon-Designated Mortgage Loans so permit; provided, however, that the limitations contained in this sentence will not apply to modifications made pursuant to Section 3.05(b). The parties to this Agreement acknowledge that Servicing Advances shall be reimbursable pursuant to Section 3.08 and agree that no Servicing Advances shall be rejected or disallowed by any party unless such Servicing Advance is not reimbursable under the terms of this Agreement Each Servicer hereby acknowledges that, unless otherwise required by lawto the extent such Servicer has previously serviced some or all of the Non-Designated Mortgage Loans pursuant to another servicing agreement, the Trustee provisions contained in this Agreement shall not be required supersede the provisions contained in such other servicing agreement from and after the Closing Date, except that such other servicing agreement shall survive and govern with respect to provide access to such records excess servicing fees and documentation if the provision thereof would violate the legal right to privacy of any Mortgagortermination without cause. The Trustee shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee's actual costs. The Trustee shall execute and deliver to the Servicer and In addition, the Master Servicer hereby acknowledges that, to the extent the Master Servicer or any court pleadingsDesignated Servicer has previously serviced some or all of the Designated Mortgage Loans pursuant to another servicing agreement, requests for trustee's sale or the provisions contained in the related Designated Servicing Agreement shall supersede the provisions contained in such other documents necessary or desirable servicing agreement from and after the Closing Date. Notwithstanding anything in this Agreement to the contrary, (i) the foreclosure purchase of any WMMSC Serviced Mortgage Loan by any Person shall be subject to the rights of WMMSC to continue servicing such WMMSC Serviced Mortgage Loan for the same Servicing Fee substantially in accordance with the terms of this Agreement, (ii) the purchase of any Xxxxx Fargo Serviced CORE Mortgage Loan by any Person shall be subject to the rights of Xxxxx Fargo to continue servicing such Xxxxx Fargo Serviced CORE Mortgage Loan for the same Servicing Fee substantially in accordance with the terms of this Agreement and (iii) the purchase of any Bank of America Serviced Mortgage Loan by any Person shall be subject to the rights of Bank of America to continue servicing such Bank of America Serviced Mortgage Loan for the same Servicing Fee substantially in accordance with the terms of this Agreement. The related Servicer, other than WMMSC, will fully furnish, in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company, on a monthly basis. With respect to each WMMSC Serviced Mortgage Loan, WMMSC will furnish information regarding its borrower credit files to credit reporting agencies in compliance with the provisions of the Fair Credit Reporting Act and its implementing regulations applicable to WMMSC. Each Servicer is authorized and empowered, on behalf of the Certificateholders and the Trustee, in its own name or trustee's sale in the name of any Sub-Servicer, when a Servicer or any Sub-Servicer, as the case may be, believes it appropriate in its best judgment to register any related Mortgage Loan on the MERS® System, or cause the removal from the registration of such Mortgage Loan on the MERS® System, to execute and deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor on Mortgage in the Mortgage Note or Security Instrument; (iii) obtain a deficiency judgment against name of MERS, solely as nominee for the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or Security Instrument or otherwise available at law or equityTrustee and its successors and assigns.

Administration and Servicing of Mortgage Loans. (a) Section 4.01 Company to Act as Servicer. The Master Servicer Company, as an independent contractor, shall supervise, monitor and oversee the obligation of the Servicer to service and administer the Mortgage Loans in accordance with the terms of this Agreement and the related Term Sheet and 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 the Company may deem necessary or desirable and consistent with the terms of this Agreement and the related Term Sheet and with Accepted Servicing Practices and exercise the same care that it customarily employs for its own account. Except as set forth in connection with such master servicing this Agreement and administration. In performing its obligations hereunderthe related Term Sheet, the Master Servicer Company shall act service the Mortgage Loans in a manner consistent strict compliance with Accepted Master Servicing Practices. Furthermorethe servicing provisions of the FNMA Guides (special servicing option), which include, but are not limited to, provisions regarding the liquidation of Mortgage Loans, the Master Servicer shall oversee and consult with collection of Mortgage Loan payments, the Servicer as necessary from time-to-time to carry out the Master Servicer's obligations hereunderpayment of taxes, shall receive, review and evaluate all reports, information insurance and other data provided to charges, the Master Servicer by maintenance of hazard insurance with a Qualified Insurer, the Servicer maintenance of mortgage impairment insurance, the maintenance of fidelity bond and shall cause errors and omissions insurance, inspections, the Servicer to perform and observe restoration of Mortgaged Property, the covenantsmaintenance of Primary Mortgage Insurance Policies, obligations and conditions to be performed or observed by insurance claims, the Servicer under the applicable Servicing Agreement. The Master Servicer shall independently and separately monitor the Servicer's servicing activities title, management of REO Property, permitted withdrawals with respect to each REO Property, liquidation reports, and reports of foreclosures and abandonments of Mortgaged Property, the transfer of Mortgaged Property, the release of Mortgage Files, annual statements, and examination of records and facilities. In the event of any conflict, inconsistency or discrepancy between any of the servicing provisions of this Agreement and any of the servicing provisions of the Agency Guides, the provisions of this Agreement and the related Term Sheet shall control and be binding upon the Purchaser and the Company. Consistent with the terms of this Agreement and the related Term Sheet, the Company may waive, modify or vary any term of any Mortgage Loan, reconcile Loan or consent to the results postponement of any such monitoring with such information provided term or in any manner grant indulgence to any Mortgagor if in the previous sentence on a monthly basis Company's reasonable and coordinate corrective adjustments prudent determination such waiver, modification, postponement or indulgence is not materially adverse to the Servicer's and Master Servicer's recordsPurchaser, and based on such reconciled and corrected information, the Master Servicer shall provide such information to the Securities Administrator as shall be necessary in order for it to prepare the statements specified in Section 4.03, and prepare any other information and statements required to be forwarded by the Master Servicer hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Servicer to the Custodial Account pursuant to the applicable Servicing Agreement. The Trustee shall furnish the Servicer and the Master Servicer with any powers of attorney and other documents in form as provided to it necessary or appropriate to enable the Servicer and the Master Servicer to service and administer the related Mortgage Loans and REO Property. The Trustee shall provide access to the records and documentation in possession of the Trustee regarding the related Mortgage Loans and REO Property and the servicing thereof to the Certificateholders, the NIMS Insurer, 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; provided, however, that, that unless otherwise required by lawthe Company has obtained the prior written consent of the Purchaser, the Trustee Company shall not be required permit any modification with respect to provide access to any Mortgage Loan that would change the Mortgage Interest Rate, forgive the payment of principal or interest, reduce or increase the outstanding principal balance (except for actual payments of principal) or change the final maturity date on such records and documentation if Mortgage Loan. In the provision thereof would violate the legal right to privacy event of any such modification which has been agreed to in writing by the Purchaser and which permits the deferral of interest or principal payments on any Mortgage Loan, the Company shall, on the Business Day immediately preceding the Remittance Date in any month in which any such principal or interest payment has been deferred, deposit in the Custodial Account from its own funds, in accordance with Section 4.04, the difference between (a) such month's principal and one month's interest at the Mortgage Loan Remittance Rate on the unpaid principal balance of such Mortgage Loan and (b) the amount paid by the Mortgagor. The Trustee Company shall allow representatives be entitled to reimbursement for such advances to the same extent as for all other advances pursuant to Section 4.05. Without limiting the generality of the above entities foregoing, the Company shall continue, and is hereby authorized and empowered, to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee's actual costs. The Trustee shall prepare, execute and deliver deliver, all instruments of satisfaction or cancellation, or of partial or full release, discharge and all other comparable instruments, with respect to the Servicer Mortgage Loans and with respect to the Master Servicer Mortgaged Properties. Notwithstanding anything herein to the contrary, the Company may not enter into a forbearance agreement or similar arrangement with respect to any court pleadingsMortgage Loan which runs more than 180 days after the first delinquent Due Date. Any such agreement shall be approved by Purchaser and, requests for trusteeif required, by the Primary Mortgage Insurance Policy issuer, if required. In no event shall Company be obligated to repurchase a Mortgage Loan due to the exercise of any Conversion Feature. In servicing and administering the Mortgage Loans, the Company shall employ Accepted Servicing Practices, giving due consideration to the Purchaser's sale or other documents necessary or desirable reliance on the Company. Unless a different time period is stated in this Agreement, Purchaser shall be deemed to (i) the foreclosure or trustee's sale have given consent in connection with respect to a Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor on particular matter if Purchaser does not affirmatively grant or deny consent within 5 Business Days from the Mortgage Note or Security Instrument; (iii) obtain date Purchaser receives a deficiency judgment against the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or Security Instrument or otherwise available at law or equitywritten request for consent for such matter from Company as Company.

Administration and Servicing of Mortgage Loans. (a) The SECTION 3.01 Master Servicer shall supervise, monitor Servicing and oversee the obligation Servicing of Mortgage Loans. For and on behalf of the Servicer to Certificateholders, as independent contractors of the Trustee, (i) each Servicer, severally and not jointly, shall service and administer the related Non-Designated Mortgage Loans in accordance with the terms of this Agreement and with Accepted Servicing Practices, (ii) the Master Servicer shall, in accordance with Section 3.03 of this Agreement, master service and administer the Non-Designated Mortgage Loans (other than the WMMSC Serviced Mortgage Loans) by overseeing and enforcing the servicing of the Non-Designated Mortgage Loans by the related Servicing Servicer (other than WMMSC) according to the terms of this Agreement and (iii) the Master Servicer shall, in accordance with the Section 3.20 of this Agreement, master service and administer the Designated Mortgage Loans by overseeing and enforcing the servicing of the Designated Mortgage Loans by the related Designated Servicer according to the terms of the related Designated Servicing Agreement. The obligations of each of SPS, GreenPoint, Xxxxx Fargo, Bank of America and WMMSC hereunder to service and administer the Mortgage Loans shall be limited to the SPS Serviced Mortgage Loans, GreenPoint Serviced Mortgage Loans, Xxxxx Fargo Serviced Mortgage Loans, Bank of America Serviced Mortgage Loans and WMMSC Serviced Mortgage Loans, respectively; and with respect to the duties and obligations of each Servicer, references herein to related “Mortgage Loans” shall be limited to the SPS Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties) in the case of SPS, the GreenPoint Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties) in the case of GreenPoint, the Xxxxx Fargo Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties) in the case of Xxxxx Fargo, the Bank of America Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties) in the case of Bank of America, and the WMMSC Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties) in the case of WMMSC; and in no event shall any Servicer have any responsibility or liability with respect to any of the other Mortgage Loans. The obligations of the Master Servicer to master service and administer the Mortgage Loans shall be limited to the SPS Serviced Mortgage Loans, the GreenPoint Serviced Mortgage Loans, the Xxxxx Fargo Serviced Mortgage Loans, the Bank of America Serviced Mortgage Loans and the Designated Mortgage Loans. Notwithstanding anything to the contrary contained in this Agreement, the Master Servicer shall have no obligations to master service or administer the WMMSC Serviced Mortgage Loans. In connection with such servicing and administration of the Non-Designated Mortgage Loans, the Master Servicer and each Servicer shall have full power and authority authority, acting alone and/or, with respect to any Servicer, through Subservicers as provided in Section 3.02 hereof, to do or cause to be done any and all things which that it may deem necessary or desirable in connection with such master servicing and administration. In performing its obligations hereunder, including but not limited to, the power and authority, subject to the terms hereof (i) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds and other Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that neither the Master Servicer nor any Servicer shall act take any action that is inconsistent with or prejudices the interests of the Trust Fund or the Certificateholders in a manner consistent with Accepted Master Servicing Practices. Furthermoreany Mortgage Loan or the rights and interests of the Depositor, the Master Servicer shall oversee and consult with Trustee, the Servicer as necessary from time-to-time to carry out Trust Administrator or 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 Certificateholders under the applicable Servicing this Agreement. The Master Servicer and each Servicer shall independently represent and separately monitor protect the Servicer's servicing activities with respect to each related interests of the Trust Fund in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan, reconcile the results and shall not make or permit any modification, waiver or amendment of such monitoring with such information provided any Mortgage Loan which would cause any REMIC created hereunder to fail to qualify as a REMIC or result in the previous sentence on a monthly basis and coordinate corrective adjustments to imposition of any tax under Section 860F(a) or Section 860G(d) of the Servicer's and Master Servicer's records, and based on such reconciled and corrected informationCode. Without limiting the generality of the foregoing, the Master Servicer shall provide such information to and each Servicer, in its own name or in the Securities Administrator as shall be necessary in order for it to prepare name of the statements specified in Section 4.03Depositor and the Trustee, is hereby authorized and prepare any other information empowered by the Depositor, the Trustee and statements required to be forwarded by the Trust Administrator, when the Master Servicer hereunderor such Servicer believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Trust Administrator, the Depositor, the Certificateholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to the Mortgage Loans, and with respect to the Mortgaged Properties held for the benefit of the Certificateholders. The Master Servicer and each Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Servicer prepare and deliver to the Custodial Account pursuant to Depositor and/or the applicable Servicing Agreement. The Trustee shall furnish and/or the Servicer Trust Administrator such documents requiring execution and the Master Servicer with any powers delivery by either or both of attorney and other documents in form them as provided to it are necessary or appropriate to enable the Servicer and the Master Servicer or such Servicer to master servicer and administer or service and administer the Mortgage Loans, as applicable, to the extent that the Master Servicer or such Servicer is not permitted to execute and deliver such documents pursuant to the preceding sentence. Upon receipt of such documents, the Depositor and/or the Trustee or the Trust Administrator shall execute such documents and deliver them to the Master Servicer or such Servicer, as applicable. In accordance with the standards of the preceding paragraph and unless determined in good faith to be a Nonrecoverable Advance, each Servicer shall advance or cause to be advanced funds, as necessary for the purpose of effecting the payment of taxes and assessments on the Mortgaged Properties related to Non-Designated Mortgage Loans, which advances constitute Servicing Advances and shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.06, and further as provided in Section 3.08. In no event will any Servicer be required to make any Servicing Advance that would constitute a Nonrecoverable Advance. The costs incurred by a Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties related to Non-Designated Mortgage Loans and REO Property. The Trustee related insurance premiums shall provide access to not, for the records and documentation in possession purpose of the Trustee regarding the related Mortgage Loans and REO Property and the servicing thereof calculating monthly distributions to the Certificateholders, be added to the NIMS InsurerStated Principal Balances of the related Non-Designated Mortgage Loans, notwithstanding that the terms of such Non-Designated Mortgage Loans so permit. Each Servicer hereby acknowledges that, to the extent such Servicer has previously serviced some or all of the Non-Designated Mortgage Loans pursuant to another servicing agreement, the FDICprovisions contained in this Agreement shall supersede the provisions contained in such other servicing agreement from and after the Closing Date. In addition, 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; provided, however, that, unless otherwise required by law, the Trustee shall not be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee's actual costs. The Trustee shall execute and deliver to the Servicer and the Master Servicer hereby acknowledges that, to the extent the Master Servicer or any court pleadingsDesignated Servicer has previously serviced some or all of the Designated Mortgage Loans pursuant to another servicing agreement, requests for trustee's sale or the provisions contained in the related Designated Servicing Agreement shall supersede the provisions contained in such other documents necessary or desirable servicing agreement from and after the Closing Date. Notwithstanding anything in this Agreement to the contrary, (i) the foreclosure purchase of any WMMSC Serviced Mortgage Loan by any Person shall be subject to the rights of WMMSC to continue servicing such WMMSC Serviced Mortgage Loan for the same Servicing Fee substantially in accordance with the terms of this Agreement, and (ii) the purchase of any Bank of America Serviced Mortgage Loan by any Person shall be subject to the rights of Bank of America to continue servicing such Bank of America Serviced Mortgage Loan for the same Servicing Fee substantially in accordance with the terms of this Agreement. The related Servicer, other than WMMSC, will fully furnish, in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company, on a monthly basis. With respect to each WMMSC Serviced Mortgage Loan, WMMSC will furnish information regarding its borrower credit files to credit reporting agencies in compliance with the provisions of the Fair Credit Reporting Act and its implementing regulations applicable to WMMSC. Each Servicer is authorized and empowered, on behalf of the Certificateholders and the Trustee, in its own name or trustee's sale in the name of any Subservicer, when a Servicer or any Subservicer, as the case may be, believes it appropriate in its best judgment to register any related Mortgage Loan on the MERS® System, or cause the removal from the registration of such Mortgage Loan on the MERS® System, to execute and deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor on Mortgage in the Mortgage Note or Security Instrument; (iii) obtain a deficiency judgment against name of MERS, solely as nominee for the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or Security Instrument or otherwise available at law or equityTrustee and its successors and assigns.

Administration and Servicing of Mortgage Loans. (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 related 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 applicable Servicing Agreement. The Master Servicer shall independently and separately monitor the Servicer's servicing activities 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 the Servicer's and Master Servicer's records, and based on such reconciled and corrected information, the Master Servicer shall provide such information to the Securities Administrator as shall be necessary in order for it to prepare the statements specified in Section 4.03, and prepare any other information and statements required to be forwarded by the Master Servicer hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Servicer to the Custodial Account pursuant to the applicable Servicing Agreement. The Trustee shall furnish the Servicer and the Master Servicer with any powers of attorney and other documents in form as provided to it necessary or appropriate to enable the Servicer and the Master Servicer to service and administer the related Mortgage Loans and REO Property. The Trustee shall provide access to the records and documentation in possession of the Trustee regarding the related Mortgage Loans and REO Property and the servicing thereof to the Certificateholders, the NIMS Insurer, 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; provided, however, that, unless otherwise required by law, the Trustee shall not be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee's actual costs. The Trustee shall execute and deliver to the Servicer and the Master Servicer any court pleadings, requests for trustee's sale or other documents necessary or desirable to (i) the foreclosure or trustee's sale with respect to a Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note or Security Instrument; (iii) obtain a deficiency judgment against the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or Security Instrument or otherwise available at law or equity.obtain