Common use of Servicers to Service Mortgage Loans Clause in Contracts

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

Servicers to Service Mortgage Loans. For and on behalf of the Certificateholders, the NMC each Servicer shall service and administer the NMC Mortgage Loans, the BAFSB Servicer shall service and administer the BAFSB related Mortgage Loans and the BANA Servicer shall service and administer the BAFSB Mortgage Loans, all in accordance with the terms of this Agreement, Customary with Accepted Servicing Procedures, Practices and with all applicable law requirements of the Servicing Criteria. The obligations of each of WFBNA and SPS hereunder to service and administer the Mortgage Loans shall be limited to the WFBNA Serviced Loans and the terms SPS Serviced Loans, respectively; and with respect to the duties and obligations of each Servicer, references herein to “Mortgage Loans” or related “Mortgage Loans” shall be limited to the WFBNA Serviced Loans (and the related proceeds thereof and related REO Properties), in the case of WFBNA, and the SPS Serviced Loans (and the related proceeds thereof and related REO Properties), in the case of SPS, and in no event shall any Servicer have any responsibility or liability with respect to any of the other Mortgage Notes and MortgagesLoans. In connection with such servicing and administrationadministration of the Mortgage Loans, each Servicer shall have full power and authority, acting alone and/or through Subservicers as provided in Section 3.023.02 hereof, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration includingadministration, including but not limited to, the power and authority, subject to the terms hereof, hereof (ai) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (bii) to consent, with respect to the Mortgage Loans it services, consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (ciii) to collect any Insurance Proceeds, other Liquidation Proceeds and other Liquidation Proceeds relating to the Mortgage Loans it services, Recoveries and (div) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan, provided that a Servicer shall not take any action that is inconsistent with or prejudices the interests of the Trust Fund or the Certificateholders in any Mortgage Loan it servicesor the rights and interests of the Depositor, the Trustee or the Certificateholders under this Agreement. Each Servicer shall represent and protect the interests of the Trust Fund in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan Loan, and shall not make or permit any modification, waiver or amendment of any term Mortgage Loan which would cause any REMIC hereunder to fail to qualify as a REMIC or result in the imposition of any Mortgage Loan, except as provided pursuant to tax under Section 3.21860F(a) or Section 860G(d) of the Code. Without limiting the generality of the foregoing, each Servicer, in its own name or in the name of any Subservicer or the Depositor and the Trustee, in such Servicer’s full discretion, is hereby authorized and empowered by the Depositor and the Trustee and granted a limited power of attorney by the Trustee, when such Servicer or any Subservicer, as the case may be, believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, discharge and all other comparable instruments, with respect to the Mortgage Loans it servicesLoans, and with respect to the Mortgaged Properties-related Mortgaged Properties to such Mortgage Loans held for the benefit of the Certificateholders. Each Servicer shall prepare and deliver to the Depositor and/or the Trustee such documents requiring execution and delivery by either or both of them as are necessary or appropriate to enable such Servicer to service and administer the Mortgage Loans it services to the extent that 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, upon the direction of the related Servicer, Trustee shall promptly execute such documents and deliver them to the related such Servicer. In accordance with the standards of the preceding paragraph, each Servicer the Servicers shall advance or cause to be advanced funds as necessary for the purpose of effecting the payment of taxes and assessments on the Mortgaged Properties relating related to the Mortgage Loans it servicesLoans, which advances shall constitute Servicing Advances and shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.093.06, and further as provided in Section 3.113.09. The costs incurred by the Servicersa Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties related to Mortgage Loans and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balances of the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit; provided, however, that the limitations contained in this sentence will not apply to modifications made pursuant to Section 3.06(a). The relationship parties to this Agreement acknowledge that Servicing Advances shall be reimbursable pursuant to Section 3.09 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. With respect to the Mortgage Loans, the Servicer of such Mortgage Loans agrees that, with respect to the Mortgagors of such Mortgage Loans, such Servicer for each Mortgage Loan shall fully furnish, in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company on a monthly basis. 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 provisions contained in this Agreement shall supersede the provisions contained in such other servicing agreement, except that such other servicing agreement shall survive and govern with respect to excess servicing fees and termination without cause. Each Servicer is authorized and empowered by the Trustee, on behalf of the Certificateholders and the Trustee, in its own name or in the name of any successor Subservicer, when a Servicer or any Subservicer, as the case may be, believes it appropriate in its best judgment to register any Mortgage Loan on the MERS® System, or cause the removal from the registration of any Mortgage Loan on the MERS® System, to execute and deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Trustee and its successors and assigns. Any costs incurred by a Servicer as servicer under pursuant to this paragraph shall be considered a Servicing Advance and shall be reimburseable to such Servicer. Notwithstanding anything in this Agreement to the contrary, the purchase of any WFBNA Serviced CORE Loan by any Person shall be subject to the rights of WFBNA to continue servicing such WFBNA Serviced CORE Loan for the same WFBNA Servicing Fee Rate substantially in accordance with the terms of this Agreement) to the Trustee under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent.

Servicers to Service Mortgage Loans. For and on behalf of the Certificateholders, the NMC each Servicer shall service and administer the NMC Mortgage Loans, the BAFSB Servicer shall service and administer the BAFSB related Mortgage Loans and the BANA Servicer shall service and administer the BAFSB Mortgage Loans, all in accordance with the terms of this Agreement, Customary Agreement and with Accepted Servicing Procedures, applicable law Practices. The obligations of each of Ocwen and WFHMI hereunder to service and administer the Mortgage Loans shall be limited to the Ocwen Serviced Loans and the terms WFHMI Serviced Loans, respectively; and with respect to the duties and obligations of each Servicer, references herein to “Mortgage Loans” or related “Mortgage Loans” shall be limited to the Ocwen Serviced Loans (and the related proceeds thereof and related REO Properties), in the case of Ocwen, and the WFHMI Serviced Loans (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 Notes and MortgagesLoans. In connection with such servicing and administrationadministration of the Mortgage Loans, each Servicer shall have full power and authority, acting alone and/or through Subservicers as provided in Section 3.023.02 hereof, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration includingadministration, including but not limited to, the power and authority, subject to the terms hereof, hereof (ai) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (bii) to consent, with respect to the Mortgage Loans it services, consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (ciii) to collect any Insurance Proceeds, other Liquidation Proceeds and other Liquidation Proceeds relating to the Mortgage Loans it services, Recoveries and (div) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan, provided that a Servicer shall not take any action that is inconsistent with or prejudices the interests of the Trust Fund or the Certificateholders in any Mortgage Loan it servicesor the rights and interests of the Depositor, the Trustee or the Certificateholders under this Agreement. Each Servicer shall represent and protect the interests of the Trust Fund in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan Loan, and shall not make or permit any modification, waiver or amendment of any term Mortgage Loan which would cause any REMIC hereunder to fail to qualify as a REMIC or result in the imposition of any Mortgage Loan, except as provided pursuant to tax under Section 3.21860F(a) or Section 860G(d) of the Code. Without limiting the generality of the foregoing, each Servicer, in its own name or in the name of any Subservicer or the Depositor and the Trustee, in such Servicer’s full discretion, is hereby authorized and empowered by the Depositor and the Trustee and granted a limited power of attorney by the Trustee, when such Servicer or any Subservicer, as the case may be, believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, discharge and all other comparable instruments, with respect to the Mortgage Loans it servicesLoans, and with respect to the related Mortgaged Properties held for the benefit of the Certificateholders. Each Servicer shall prepare and deliver to the Depositor and/or the Trustee such documents requiring execution and delivery by either or both of them as are necessary or appropriate to enable such Servicer to service and administer the Mortgage Loans it services to the extent that 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, upon the direction of the related Servicer, Trustee shall promptly execute such documents and deliver them to the related such Servicer. In accordance with the standards of the preceding paragraph, each Servicer the Servicers shall advance or cause to be advanced funds as necessary for the purpose of effecting the payment of taxes and assessments on the Mortgaged Properties relating to the Mortgage Loans it servicesProperties, which advances shall constitute Servicing Advances and shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.093.06, and further as provided in Section 3.113.09. The costs incurred by the Servicersa Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balances of the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. The relationship With respect to the Mortgage Loans, the Servicer of such Mortgage Loans agrees that, with respect to the Mortgagors of such Mortgage Loans, such Servicer for each Mortgage Loan shall fully furnish, in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company on a monthly basis. 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 provisions contained in this Agreement shall supersede the provisions contained in such other servicing agreement. Each Servicer is authorized and empowered by the Trustee, on behalf of the Certificateholders and the Trustee, in its own name or in the name of any successor Subservicer, when a Servicer or any Subservicer, as the case may be, believes it appropriate in its best judgment to register any Servicer as servicer under this Agreement) Mortgage Loan on the MERS® System, or cause the removal from the registration of any Mortgage Loan on the MERS® System, to execute and deliver, on behalf of the Trustee under this Agreement is intended by and the parties Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to be that of an independent contractor and not that such assignment or re-recording of a joint venturerMortgage in the name of MERS, partner or agentsolely as nominee for the Trustee and its successors and assigns.

Servicers to Service Mortgage Loans. For and on behalf of the Certificateholders, as independent contractors of the NMC Servicer Trust, (i) each Servicer, severally and not jointly, shall service and administer the NMC Mortgage Loans, the BAFSB Servicer shall service and administer the BAFSB related Non-Designated Mortgage Loans and the BANA Servicer shall service and administer the BAFSB Mortgage Loans, all 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, Customary Servicing Proceduresmaster 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 (other than the WMMSC Serviced Mortgage Loans) by the related Servicer (other than WMMSC) according to the terms of this Agreement and (iii) the Master Servicer shall, applicable law 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 GreenPoint, SPS, Xxxxx Fargo and WMMSC hereunder to service and administer the Mortgage Notes Loans shall be limited to the GreenPoint Serviced Mortgage Loans, the SPS Serviced Mortgage Loans, the Xxxxx Fargo Serviced Mortgage Loans, and Mortgagesthe 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 GreenPoint Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties) in the case of GreenPoint, 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 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 GreenPoint Serviced Mortgage Loans, the SPS Serviced Mortgage Loans, the Xxxxx Fargo Serviced Mortgage Loans, the Special 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 administrationadministration of the Non-Designated Mortgage Loans, the Master Servicer and each Servicer shall have full power and authority, acting alone and/or through Subservicers Sub-Servicers as provided in Section 3.023.02 hereof, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration includingadministration, including but not limited to, the power and authority, subject to the terms hereof, hereof (ai) to execute and deliver, on behalf of the Certificateholders and the TrusteeTrust, customary consents or waivers and other instruments and documents, (bii) to consent, with respect to the Mortgage Loans it services, consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (ciii) to collect any Insurance Proceeds and other Liquidation Proceeds relating to the Mortgage Loans it servicesProceeds, and (div) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided, that neither the Master Servicer nor a Servicer shall take any action that is inconsistent with or prejudices the interests of the Trust Fund or the Certificateholders in any Mortgage Loan it servicesor the rights and interests of the Depositor, the Trustee, the Trust Administrator or the Certificateholders under this Agreement. Each The Master Servicer and each Servicer shall represent and protect the interests of the Trust Fund in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan Loan, and shall not make or permit any modification, waiver or amendment of any term Mortgage Loan that would cause any REMIC created hereunder to fail to qualify as a REMIC or result in the imposition of any Mortgage Loan, except as provided pursuant to tax under Section 3.21860F(a) or Section 860G(d) of the Code. Without limiting the generality of the foregoing, the Master Servicer and each Servicer, in its own name or in the name of any Subservicer or the Depositor and the TrusteeTrust, is hereby authorized and empowered by the Depositor Depositor, the Trust and the TrusteeTrust Administrator, when the Master Servicer or such Servicer or any Subservicer, as the case may be, believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trust, the 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, discharge and all other comparable instruments, with respect to the Mortgage Loans it servicesLoans, and with respect to the related Mortgaged Properties held for the benefit of the Certificateholders. Each The Master Servicer and each Servicer shall prepare and deliver to the Depositor and/or the Trustee and/or the Trust Administrator such documents requiring execution and delivery by either or both of them as are necessary or appropriate to enable the Master Servicer or such Servicer to master service and administer or service and administer the Mortgage Loans it services 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, upon Trustee or the direction of the related Servicer, Trust Administrator shall promptly execute such documents and deliver them to the related Master Servicer or such Servicer. In accordance with the standards of the preceding paragraphfirst paragraph of this Section 3.01 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 relating related to the Non-Designated Mortgage Loans it servicesLoans, which advances constitute Servicing Advances and shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.093.06, and further as provided in Section 3.113.08. In no event shall any Servicer be required to make any Servicing Advance which would constitute a Nonrecoverable Advance. The costs incurred by the Servicersa Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties related to the Non-Designated Mortgage Loans and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balances of the related Non-Designated Mortgage Loans, notwithstanding that the terms of such Non-Designated Mortgage Loans so permit; provided, however, that the limitations contained in this sentence shall not apply to modifications made pursuant to Section 3.05(a). The relationship parties to this Agreement acknowledge that Servicing Advances shall be reimbursable pursuant to the terms of this Agreement and agree that no Servicing Advance shall be rejected or disallowed by any party unless it has been shown that such Servicing Advance was not made in accordance with this Agreement. 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 servicing provisions contained in this Agreement shall supersede the servicing 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 Mortgage Loan by any Person shall be subject to, and shall in no way adversely affect, the rights of the owner of the servicing rights related to such Mortgage Loan. With respect to each Mortgage Loan, the related Servicer (other than WMMSC) shall 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, to the extent that such Mortgage Loan has been serviced by such Servicer for a period of at least sixty (60) days. 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 by the Trustee, on behalf of the Certificateholders and the Trustee, in its own name or in the name of any successor Sub-Servicer, when a Servicer or any Sub-Servicer, as the case may be, believes it appropriate in its best judgment to register any Servicer as servicer under this Agreement) 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 under this Agreement is intended by and the parties Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to be that of an independent contractor and not that such assignment or re-recording of a joint venturerMortgage in the name of MERS, partner or agentsolely as nominee for the Trustee and its successors and assigns.

Servicers to Service Mortgage Loans. For and on behalf of the Certificateholders, the NMC each Servicer shall service and administer the NMC Mortgage Loans, the BAFSB Servicer shall service and administer the BAFSB related Mortgage Loans and the BANA Servicer shall service and administer the BAFSB Mortgage Loans, all in accordance with the terms of this Agreement, Customary Agreement and with Accepted Servicing Procedures, applicable law Practices. The obligations of each of Ocwen and WFBNA hereunder to service and administer the Mortgage Loans shall be limited to the Ocwen Serviced Loans and the terms WFBNA Serviced Loans, respectively; and with respect to the duties and obligations of each Servicer, references herein to “Mortgage Loans” or related “Mortgage Loans” shall be limited to the Ocwen Serviced Loans (and the related proceeds thereof and related REO Properties), in the case of Ocwen, and the WFBNA Serviced Loans (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 Notes and MortgagesLoans. In connection with such servicing and administrationadministration of the Mortgage Loans, each Servicer shall have full power and authority, acting alone and/or through Subservicers as provided in Section 3.023.02 hereof, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration includingadministration, including but not limited to, the power and authority, subject to the terms hereof, hereof (ai) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (bii) to consent, with respect to the Mortgage Loans it services, consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (ciii) to collect any Insurance Proceeds, other Liquidation Proceeds and other Liquidation Proceeds relating to the Mortgage Loans it services, Recoveries and (div) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan, provided that a Servicer shall not take any action that is inconsistent with or prejudices the interests of the Trust Fund or the Certificateholders in any Mortgage Loan it servicesor the rights and interests of the Depositor, the Trustee or the Certificateholders under this Agreement. Each Servicer shall represent and protect the interests of the Trust Fund in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan Loan, and shall not make or permit any modification, waiver or amendment of any term Mortgage Loan which would cause any REMIC hereunder to fail to qualify as a REMIC or result in the imposition of any Mortgage Loan, except as provided pursuant to tax under Section 3.21860F(a) or Section 860G(d) of the Code. Without limiting the generality of the foregoing, each Servicer, in its own name or in the name of any Subservicer or the Depositor and the Trustee, in such Servicer’s full discretion, is hereby authorized and empowered by the Depositor and the Trustee and granted a limited power of attorney by the Trustee, when such Servicer or any Subservicer, as the case may be, believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, discharge and all other comparable instruments, with respect to the Mortgage Loans it servicesLoans, and with respect to the Mortgaged Properties-related Mortgaged Properties to Mortgage Loans held for the benefit of the Certificateholders. Each Servicer shall prepare and deliver to the Depositor and/or the Trustee such documents requiring execution and delivery by either or both of them as are necessary or appropriate to enable such Servicer to service and administer the Mortgage Loans it services to the extent that 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, upon the direction of the related Servicer, Trustee shall promptly execute such documents and deliver them to the related such Servicer. In accordance with the standards of the preceding paragraph, each Servicer the Servicers shall advance or cause to be advanced funds as necessary for the purpose of effecting the payment of taxes and assessments on the Mortgaged Properties relating to the Mortgage Loans it servicesProperties, which advances shall constitute Servicing Advances and shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.093.06, and further as provided in Section 3.113.09. The costs incurred by the Servicersa Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balances of the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. The relationship With respect to the Mortgage Loans, the Servicer of such Mortgage Loans agrees that, with respect to the Mortgagors of such Mortgage Loans, such Servicer for each Mortgage Loan shall fully furnish, in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company on a monthly basis. 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 provisions contained in this Agreement shall supersede the provisions contained in such other servicing agreement. Each Servicer is authorized and empowered by the Trustee, on behalf of the Certificateholders and the Trustee, in its own name or in the name of any successor Subservicer, when a Servicer or any Subservicer, as the case may be, believes it appropriate in its best judgment to register any Servicer as servicer under this Agreement) Mortgage Loan on the MERS® System, or cause the removal from the registration of any Mortgage Loan on the MERS® System, to execute and deliver, on behalf of the Trustee under this Agreement is intended by and the parties Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to be that of an independent contractor and not that such assignment or re-recording of a joint venturerMortgage in the name of MERS, partner or agentsolely as nominee for the Trustee and its successors and assigns.

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

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

Servicers to Service Mortgage Loans. For and on behalf of the Certificateholders, the NMC each Servicer shall service and administer the NMC Mortgage Loans, the BAFSB Servicer shall service and administer the BAFSB Mortgage Loans and the BANA Servicer shall service and administer the BAFSB Mortgage Loans, all in accordance with the terms of this Agreement and with Accepted Servicing Practices. The obligations of each of Wilshire, Ocwen and SPS hereunder to service and administer the Mortgage Loans shall be limited to the Wilshire Serviced Loans, Ocwen Serviced Loans and SPS Serviced Loans, respectively; and with respect to the duties and obligations of each Servicer, references herein to the “Mortgage Loans” or “related Mortgage Loans” shall be limited to the Wilshire Serviced Loans (and the related proceeds thereof and related REO Properties), in the case Wilshire, the Ocwen Serviced Loans (and the related proceeds thereof and related REO Properties), in the case of Ocwen and the SPS Serviced Loans (and the related proceeds thereof and related REO Properties), in the case of SPS, and in no event shall any Servicer have any responsibility or liability with respect to any of the other Mortgage Loans. Notwithstanding anything in this Agreement, Customary Servicing Proceduresany Subservicing Agreement or the Credit Risk Management Agreement to the contrary, applicable law and neither Wilshire, Ocwen, nor SPS shall have any duty or obligation to enforce any Credit Risk Management Agreement to which it is not a party, nor to supervise, monitor or oversee the terms activities of the Mortgage Notes and Mortgages. Credit Risk Manager under any other Credit Risk Management Agreement with respect to any action taken or not taken by Wilshire, Ocwen or SPS, as applicable, pursuant to a recommendation of the Credit Risk Manager In connection with such servicing and administration, each Servicer shall have full power and authority, acting alone and/or through Subservicers as provided in Section 3.023.02 hereof, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration includingadministration, including but not limited to, the power and authority, subject to the terms hereof, hereof (ai) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (bii) to consent, with respect to the Mortgage Loans it services, consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (ciii) to collect any Insurance Proceeds and other Liquidation Proceeds relating to the Mortgage Loans it servicesProceeds, and (div) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that a Servicer shall not take any action that is materially inconsistent with or materially prejudices the interests of the Trust Fund or the Certificateholders in any Mortgage Loan it servicesor the rights and interests of the Depositor, the Trustee or the Certificateholders under this Agreement unless such action is specifically called for by the terms hereof. The Trustee will provide a limited power of attorney to each Servicer, prepared by each Servicer and reasonably acceptable to the Trustee, to permit each Servicer to act on behalf of the Trustee under this Agreement. Each Servicer hereby indemnifies the Trustee for all costs and expenses incurred by the Trustee in connection with the negligent or willful misuse of such power of attorney. Each Servicer shall represent and protect the interests of the Trust Fund in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan. Each Servicer further is hereby authorized and empowered in its own name or in the name of the Subservicer, when such Servicer or the Subservicer, as the case may be, believes it is appropriate in its best judgment to register any Mortgage Loan on the MERS® System, or cause the removal from the registration of any Mortgage Loan on the MERS® System, to execute and deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Trustee and its successors and assigns. Any reasonable expenses incurred in connection with the actions described in the preceding sentence or as a result of MERS discontinuing or becoming unable to continue operations in connection with the MERS® System, shall be reimbursable by the Trust Fund to such Servicer. Notwithstanding the foregoing, subject to Section 3.05(a), the Servicers shall not make or permit any modification, waiver or amendment of any term Mortgage Loan that would both constitute a sale or exchange of such Mortgage Loan within the meaning of Section 1001 of the Code and any proposed, temporary or final regulations promulgated thereunder (other than in connection with a proposed conveyance or assumption of such Mortgage Loan, except Loan that is treated as provided a Principal Prepayment in Full pursuant to Section 3.213.10 hereof) which would cause any of REMIC 1, REMIC 2, REMIC 3 or REMIC 4 to fail to qualify as a REMIC. Without limiting the generality of the foregoing, each Servicer, in its own name or in the name of any Subservicer or the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, when such Servicer or any Subservicer, as the case may be, believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, discharge and all other comparable instruments, with respect to the Mortgage Loans it servicesLoans, and with respect to the related Mortgaged Properties held for the benefit of the Certificateholders. Each Servicer shall prepare and deliver to the Depositor and/or the Trustee such documents requiring execution and delivery by either or both of them as are necessary or appropriate to enable such Servicer to service and administer the Mortgage Loans it services to the extent that such Servicer is not permitted to execute and deliver such documents pursuant to the preceding sentence. Upon receipt of such documentsdocuments and a written request signed by an authorized officer, the Depositor and/or the Trustee, upon the direction of the related Servicer, Trustee shall promptly execute such documents and deliver them to the related such Servicer. In accordance with the standards of the preceding paragraph, 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 any Mortgaged Properties relating Property (to the extent such Servicer has been notified that such taxes or assessments have not paid by the related Mortgagor or the owner or the servicer of the related First Mortgage Loans it servicesLoan), which Servicing Advances advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.093.06, and further as provided in Section 3.113.08; provided, however, that each Servicer shall be required to advance only to the extent that such advances, in the good faith judgment of such Servicer, will be recoverable by such Servicer out of Insurance Proceeds, Liquidation Proceeds, or otherwise out of the proceeds of the related Mortgage Loan; and provided, further, that such payments shall be advanced within such time period required to avoid the loss of the Mortgaged Property by foreclosure of a tax or other lien. The costs incurred by the Servicersa Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balances of the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. The relationship Subject to the provisions of the first paragraph of this Section, the Trustee shall execute, at the written request of a Servicer, and furnish to such Servicer and any Subservicer such documents as are necessary or appropriate to enable such Servicer or any Subservicer to carry out their servicing and administrative duties hereunder, and the Trustee hereby grants to each Servicer (and a power of attorney, to be completed in the form of Exhibit AA hereto, to carry out such duties. The Trustee shall not be liable for the actions of the Servicers or any successor Subservicers under such powers of attorney. If the Mortgage relating to any Servicer as servicer under this Agreement) a Mortgage Loan had a lien senior to the Trustee under this Agreement is intended by Mortgage Loan on the parties related Mortgaged Property as of the Cut-off Date, then the related Servicer, in such capacity, may consent to be the refinancing of the prior senior lien, provided that of an independent contractor and not that of a joint venturer, partner or agent.the following requirements are met:

Servicers to Service Mortgage Loans. For and on behalf of the Certificateholders, as independent contractors of the NMC Servicer Trust, (i) each Servicer, severally and not jointly, shall service and administer the NMC Mortgage Loans, the BAFSB Servicer shall service and administer the BAFSB related Non-Designated Mortgage Loans and the BANA Servicer shall service and administer the BAFSB Mortgage Loans, all 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, Customary Servicing Proceduresmaster service and administer the Non-Designated Mortgage Loans by overseeing and enforcing the servicing of the Non-Designated Mortgage Loans by the related Servicer according to the terms of this Agreement and (iii) the Master Servicer shall, applicable law in accordance with the Section 3.22 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 and Xxxxx Fargo hereunder to service and administer the Mortgage Notes Loans shall be limited to the SPS Serviced Mortgage Loans and Mortgagesthe 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 Non-Designated Mortgage Loans shall be limited to the Xxxxx Fargo Serviced Mortgage Loans, the SPS Serviced Mortgage Loans and the Special Serviced Mortgage Loans. In connection with such servicing and administrationadministration of the Non-Designated Mortgage Loans, the Master Servicer and each Servicer shall have full power and authority, acting alone and/or through Subservicers as provided in Section 3.023.02 hereof, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration includingadministration, including but not limited to, the power and authority, subject to the terms hereof, hereof (ai) to execute and deliver, on behalf of the Certificateholders and the TrusteeTrust, customary consents or waivers and other instruments and documents, (bii) to consent, with respect to the Mortgage Loans it services, consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (ciii) to collect any Insurance Proceeds and other Liquidation Proceeds relating to the Mortgage Loans it servicesProceeds, and (div) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided, that neither the Master Servicer nor a Servicer shall take any action that is inconsistent with or prejudices the interests of the Trust Fund or the Certificateholders in any Mortgage Loan it servicesor the rights and interests of the Depositor, the Trustee, the Trust Administrator or the Certificateholders under this Agreement. Each The Master Servicer and each Servicer shall represent and protect the interests of the Trust Fund in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan Loan, and shall not make or permit any modification, waiver or amendment of any term Mortgage Loan that would cause any REMIC created hereunder to fail to qualify as a REMIC or result in the imposition of any Mortgage Loan, except as provided pursuant to tax under Section 3.21860F(a) or Section 860G(d) of the Code. Without limiting the generality of the foregoing, the Master Servicer and each Servicer, in its own name or in the name of any Subservicer or the Depositor and the TrusteeTrust, is hereby authorized and empowered by the Depositor Depositor, the Trust and the TrusteeTrust Administrator, when the Master Servicer or such Servicer or any Subservicer, as the case may be, believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trust, the 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, discharge and all other comparable instruments, with respect to the Mortgage Loans it servicesLoans, and with respect to the related Mortgaged Properties held for the benefit of the Certificateholders. Each The Master Servicer and each Servicer shall prepare and deliver to the Depositor and/or the Trustee and/or the Trust Administrator such documents requiring execution and delivery by either or both of them as are necessary or appropriate to enable the Master Servicer or such Servicer to master service and administer or service and administer the Mortgage Loans it services 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, upon Trustee or the direction of the related Servicer, Trust Administrator shall promptly execute such documents and deliver them to the related Master Servicer or such Servicer. In accordance with the standards of the preceding paragraphfirst paragraph of this Section 3.01 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 relating related to the Non-Designated Mortgage Loans it servicesLoans, which advances constitute Servicing Advances and shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.093.06, and further as provided in Section 3.113.08. In no event will any Servicer be required to make any Servicing Advance which would constitute a Nonrecoverable Advance. The costs incurred by the Servicersa Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties related to the Non-Designated Mortgage Loans and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balances of the related Non-Designated Mortgage Loans, notwithstanding that the terms of such Non-Designated Mortgage Loans so permit. The relationship parties to this Agreement acknowledge that Servicing Advances shall be reimbursable pursuant to the terms of each this Agreement and agree that no Servicing Advance shall be rejected or disallowed by any party unless it has been shown that such Servicing Advance was not made in accordance with this Agreement. 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 servicing provisions contained in this Agreement shall supersede the servicing 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 successor Xxxxx Fargo Serviced Mortgage Loan by any Person shall be subject to any Servicer as servicer under the rights of Xxxxx Fargo to continue servicing such Xxxxx Fargo Serviced Mortgage Loan for the same Servicing Fee substantially in accordance with the terms of this Agreement. With respect to each Mortgage Loan, 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 by the Trustee, 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 under this Agreement is intended by and the parties Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to be that of an independent contractor and not that such assignment or re-recording of a joint venturerMortgage in the name of MERS, partner or agentsolely as nominee for the Trustee and its successors and assigns.

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

Servicers to Service Mortgage Loans. For and on behalf of the Certificateholders, the NMC each Servicer shall service and administer the NMC Mortgage Loans, the BAFSB Servicer shall service and administer the BAFSB related Mortgage Loans and the BANA Servicer shall service and administer the BAFSB Mortgage Loans, all in accordance with the terms of this Agreement, Customary Agreement and with Accepted Servicing Procedures, applicable law Practices. The obligations of each of Olympus and Fairbanks hereunder to service and administer the Mortgage Loans shall be limited to the Olympus Serviced Loans and the terms Fairbanks Serviced Loans respectively; and with respect to the duties and obligations of each Servicer, references herein to “Mortgage Loans” or related “Mortgage Loans” shall be limited to the Olympus Serviced Loans, including the Special Serviced Mortgage Loans at any time Olympus is the Special Servicer (and the related proceeds thereof and related REO Properties), in the case of Olympus, and the Fairbanks Serviced Loans (and the related proceeds thereof and related REO Properties), in the case of Fairbanks, and in no event shall any Servicer have any responsibility or liability with respect to any of the other Mortgage Notes and MortgagesLoans. In connection with such servicing and administration, each Servicer shall have full power and authority, acting alone and/or through Subservicers as provided in Section 3.023.02 hereof, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration includingadministration, including but not limited to, the power and authority, subject to the terms hereof, hereof (ai) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (bii) to consent, with respect to the Mortgage Loans it services, consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (ciii) to collect any Insurance Proceeds and other Liquidation Proceeds relating to the Mortgage Loans it services, and (div) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan, provided that a Servicer shall not take any action that is inconsistent with or prejudices the interests of the Trust Fund or the Certificateholders in any Mortgage Loan it servicesor the rights and interests of the Depositor, the Trustee or the Certificateholders under this Agreement. Each Servicer shall represent and protect the interests of the Trust Fund in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan Loan, and shall not make or permit any modification, waiver or amendment of any term Mortgage Loan which would cause any REMIC hereunder to fail to qualify as a REMIC or result in the imposition of any Mortgage Loan, except as provided pursuant to tax under Section 3.21860F(a) or Section 860G(d) of the Code. Without limiting the generality of the foregoing, each Servicer, in its own name or in the name of any Subservicer or the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, when such Servicer or any Subservicer, as the case may be, believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, discharge and all other comparable instruments, with respect to the Mortgage Loans it servicesLoans, and with respect to the related Mortgaged Properties held for the benefit of the Certificateholders. Each Servicer shall prepare and deliver to the Depositor and/or the Trustee such documents requiring execution and delivery by either or both of them as are necessary or appropriate to enable such Servicer to service and administer the Mortgage Loans it services to the extent that 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, upon the direction of the related Servicer, Trustee shall promptly execute such documents and deliver them to the related such Servicer. In accordance with the standards of the preceding paragraph, each Servicer the Servicers shall advance or cause to be advanced funds as necessary for the purpose of effecting the payment of taxes and assessments on the Mortgaged Properties relating to the Mortgage Loans it servicesProperties, which advances shall constitute Servicing Advances and shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.093.06, and further as provided in Section 3.113.09. The costs incurred by the Servicersa Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balances of the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. The relationship of each Servicer (and of any successor to any Servicer as servicer under this Agreement) With respect to the Trustee under Mortgage Loans, the Servicer of such Mortgage Loans agrees that, with respect to the Mortgagors of such Mortgage Loans, such Servicer for each Mortgage Loan shall fully furnish, in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company on a monthly basis. 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 provisions contained in this Agreement is intended by shall supersede the parties to be that of an independent contractor and not that of a joint venturer, partner or agentprovisions contained in such other servicing agreement.

Servicers to Service Mortgage Loans. For and on behalf of the Certificateholders, as independent contractors of the NMC Servicer Trust, (i) each Servicer, severally and not jointly, shall service and administer the NMC Mortgage Loans, the BAFSB Servicer shall service and administer the BAFSB related Non-Designated Mortgage Loans and the BANA Servicer shall service and administer the BAFSB Mortgage Loans, all 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, Customary Servicing Proceduresmaster service and administer the Non-Designated Mortgage Loans by overseeing and enforcing the servicing of the Non-Designated Mortgage Loans by the related Servicer according to the terms of this Agreement and (iii) the Master Servicer shall, applicable law in accordance with the Section 3.22 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 Notes Loans shall be limited to the SPS Serviced Mortgage Loans, GreenPoint Serviced Mortgage Loans and Mortgagesthe 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 Non-Designated Mortgage Loans shall be limited to the Xxxxx Fargo Serviced Mortgage Loans, the SPS Serviced Mortgage Loans, the GreenPoint Serviced Mortgage Loans and the Special Serviced Mortgage Loans. In connection with such servicing and administrationadministration of the Non-Designated Mortgage Loans, the Master Servicer and each Servicer shall have full power and authority, acting alone and/or through Subservicers as provided in Section 3.023.02 hereof, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration includingadministration, including but not limited to, the power and authority, subject to the terms hereof, hereof (ai) to execute and deliver, on behalf of the Certificateholders and the TrusteeTrust, customary consents or waivers and other instruments and documents, (bii) to consent, with respect to the Mortgage Loans it services, consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (ciii) to collect any Insurance Proceeds and other Liquidation Proceeds relating to the Mortgage Loans it servicesProceeds, and (div) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that neither the Master Servicer nor a Servicer shall take any action that is inconsistent with or prejudices the interests of the Trust Fund or the Certificateholders in any Mortgage Loan it servicesor the rights and interests of the Depositor, the Trustee, the Trust Administrator or the Certificateholders under this Agreement. Each The Master Servicer and each Servicer shall represent and protect the interests of the Trust Fund in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan Loan, and shall not make or permit any modification, waiver or amendment of any term Mortgage Loan that would cause any REMIC created hereunder to fail to qualify as a REMIC or result in the imposition of any Mortgage Loan, except as provided pursuant to tax under Section 3.21860F(a) or Section 860G(d) of the Code. Without limiting the generality of the foregoing, the Master Servicer and each Servicer, in its own name or in the name of any Subservicer or the Depositor and the TrusteeTrust, is hereby authorized and empowered by the Depositor Depositor, the Trust and the TrusteeTrust Administrator, when the Master Servicer or such Servicer or any Subservicer, as the case may be, believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trust, the 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, discharge and all other comparable instruments, with respect to the Mortgage Loans it servicesLoans, and with respect to the related Mortgaged Properties held for the benefit of the Certificateholders. Each The Master Servicer and each Servicer shall prepare and deliver to the Depositor and/or the Trustee and/or the Trust Administrator such documents requiring execution and delivery by either or both of them as are necessary or appropriate to enable the Master Servicer or such Servicer to master service and administer or service and administer the Mortgage Loans it services 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, upon Trustee or the direction of the related Servicer, Trust Administrator shall promptly execute such documents and deliver them to the related Master Servicer or such Servicer. In accordance with the standards of the preceding paragraphfirst paragraph of this Section 3.01 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 relating related to the Non-Designated Mortgage Loans it servicesLoans, which advances constitute Servicing Advances and shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.093.06, and further as provided in Section 3.113.08. In no event will any Servicer be required to make any Servicing Advance which would constitute a Nonrecoverable Advance. The costs incurred by the Servicersa Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties related to the Non-Designated Mortgage Loans and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balances of the related Non-Designated Mortgage Loans, notwithstanding that the terms of such Non-Designated Mortgage Loans so permit. The relationship parties to this Agreement acknowledge that Servicing Advances shall be reimbursable pursuant to the terms of each this Agreement and agree that no Servicing Advance shall be rejected or disallowed by any party unless it has been shown that such Servicing Advance was not made in accordance with this Agreement. 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 servicing provisions contained in this Agreement shall supersede the servicing provisions contained in such other servicing agreement from and after the Closing Date, except as specifically provided in the related Servicer Letter Agreement. 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 successor GreenPoint Serviced Mortgage Loan by any Person shall be subject to the rights of GreenPoint to continue servicing such GreenPoint Serviced Mortgage Loan for the same servicing fee substantially in accordance with the terms of this Agreement and the purchase of any Servicer as servicer under Xxxxx Fargo Serviced Mortgage Loan by any Person shall be subject to the rights of Xxxxx Fargo to continue servicing such Xxxxx Fargo Serviced Mortgage Loan for the same Servicing Fee substantially in accordance with the terms of this Agreement. With respect to each Mortgage Loan, 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 by the Trustee, 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 under this Agreement is intended by and the parties Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to be that of an independent contractor and not that such assignment or re-recording of a joint venturerMortgage in the name of MERS, partner or agentsolely as nominee for the Trustee and its successors and assigns.

Servicers to Service Mortgage Loans. For and on behalf of the Certificateholders, the NMC each Servicer shall service and administer the NMC Mortgage Loans, the BAFSB Servicer shall service and administer the BAFSB related Mortgage Loans and the BANA Servicer shall service and administer the BAFSB Mortgage Loans, all in accordance with the terms of this Agreement, Customary Agreement and with Accepted Servicing Procedures, applicable law Practices. The obligations of each of WFBNA and SPS hereunder to service and administer the Mortgage Loans shall be limited to the WFBNA Serviced Loans and the terms SPS Serviced Loans, respectively; and with respect to the duties and obligations of each Servicer, references herein to “Mortgage Loans” or related “Mortgage Loans” shall be limited to the WFBNA Serviced Loans (and the related proceeds thereof and related REO Properties), in the case of WFBNA and the SPS Serviced Loans (and the related proceeds thereof and related REO Properties), in the case of SPS, and in no event shall any Servicer have any responsibility or liability with respect to any of the other Mortgage Notes and MortgagesLoans. In connection with such servicing and administrationadministration of the Mortgage Loans, each Servicer shall have full power and authority, acting alone and/or through Subservicers as provided in Section 3.023.02 hereof, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration includingadministration, including but not limited to, the power and authority, subject to the terms hereof, hereof (ai) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (bii) to consent, with respect to the Mortgage Loans it services, consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (ciii) to collect any Insurance Proceeds, other Liquidation Proceeds and other Liquidation Proceeds relating to the Mortgage Loans it services, Recoveries and (div) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan, provided that a Servicer shall not take any action that is inconsistent with or prejudices the interests of the Trust Fund or the Certificateholders in any Mortgage Loan it servicesor the rights and interests of the Depositor, the Trustee or the Certificateholders under this Agreement. Each Servicer shall represent and protect the interests of the Trust Fund in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan Loan, and shall not make or permit any modification, waiver or amendment of any term Mortgage Loan which would cause any REMIC hereunder to fail to qualify as a REMIC or result in the imposition of any Mortgage Loan, except as provided pursuant to tax under Section 3.21860F(a) or Section 860G(d) of the Code. Without limiting the generality of the foregoing, each Servicer, in its own name or in the name of any Subservicer or the Depositor and the Trustee, in such Servicer’s full discretion, is hereby authorized and empowered by the Depositor and the Trustee and granted a limited power of attorney by the Trustee, when such Servicer or any Subservicer, as the case may be, believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, discharge and all other comparable instruments, with respect to the Mortgage Loans it servicesLoans, and with respect to the Mortgaged Properties-related Mortgaged Properties to Mortgage Loans held for the benefit of the Certificateholders. Each Servicer shall prepare and deliver to the Depositor and/or the Trustee such documents requiring execution and delivery by either or both of them as are necessary or appropriate to enable such Servicer to service and administer the Mortgage Loans it services to the extent that 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, upon the direction of the related Servicer, Trustee shall promptly execute such documents and deliver them to the related such Servicer. In accordance with the standards of the preceding paragraph, each Servicer the Servicers shall advance or cause to be advanced funds as necessary for the purpose of effecting the payment of taxes and assessments on the Mortgaged Properties relating related to the Mortgage Loans it servicesLoans, which advances shall constitute Servicing Advances and shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.093.06, and further as provided in Section 3.113.09. The costs incurred by the Servicersa Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties related to Mortgage Loans and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balances of the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. The relationship parties to this Agreement acknowledge that Servicing Advances shall be reimbursable pursuant to Section 3.09 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. With respect to the Mortgage Loans, the Servicer of such Mortgage Loans agrees that, with respect to the Mortgagors of such Mortgage Loans, such Servicer for each Mortgage Loan shall fully furnish, in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company on a monthly basis. 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 provisions contained in this Agreement shall supersede the provisions contained in such other servicing agreement. Each Servicer is authorized and empowered by the Trustee, on behalf of the Certificateholders and the Trustee, in its own name or in the name of any successor Subservicer, when a Servicer or any Subservicer, as the case may be, believes it appropriate in its best judgment to register any Servicer as servicer under this Agreement) Mortgage Loan on the MERS® System, or cause the removal from the registration of any Mortgage Loan on the MERS® System, to execute and deliver, on behalf of the Trustee under this Agreement is intended by and the parties Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to be that of an independent contractor and not that such assignment or re-recording of a joint venturerMortgage in the name of MERS, partner or agentsolely as nominee for the Trustee and its successors and assigns.

Servicers to Service Mortgage Loans. For and on behalf of the Certificateholders, as independent contractors of the NMC Servicer Trust, (i) each Servicer, severally and not jointly, shall service and administer the NMC Mortgage Loans, the BAFSB Servicer shall service and administer the BAFSB related Non-Designated Mortgage Loans and the BANA Servicer shall service and administer the BAFSB Mortgage Loans, all 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, Customary Servicing Proceduresmaster 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 Servicer (other than WMMSC) according to the terms of this Agreement, applicable law (iii) the Master Servicer shall, in accordance with Section 3.22 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 and (iv) the Master Servicer shall, in accordance with Section 3.23 of this Agreement, master service and administer the National City Mortgage Notes Loans by overseeing and Mortgagesenforcing the servicing of the National City Mortgage Loans by National City according to the terms of the National City Servicing Agreement. The obligations of each of Fairbanks, GreenPoint, WFHM and WMMSC hereunder to service and administer the Mortgage Loans shall be limited to the Fairbanks Serviced Mortgage Loans, GreenPoint Serviced Mortgage Loans, WFHM 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 Fairbanks Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties) in the case of Fairbanks, GreenPoint Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties) in the case of GreenPoint, WFHM Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties) in the case of WFHM 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 Non-Designated Mortgage Loans shall be limited to the GreenPoint Serviced Mortgage Loans, the WFHM Serviced Mortgage Loans, the Fairbanks Serviced Mortgage Loans and the Special 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 WMMSC Serviced Mortgage Loans. In connection with such servicing and administrationadministration of the Non-Designated Mortgage Loans, the Master Servicer and each Servicer shall have full power and authority, acting alone and/or through Subservicers as provided in Section 3.023.02 hereof, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration includingadministration, including but not limited to, the power and authority, subject to the terms hereof, hereof (ai) to execute and deliver, on behalf of the Certificateholders and the TrusteeTrust, customary consents or waivers and other instruments and documents, (bii) to consent, with respect to the Mortgage Loans it services, consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (ciii) to collect any Insurance Proceeds and other Liquidation Proceeds relating to the Mortgage Loans it servicesProceeds, and (div) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that neither the Master Servicer nor a Servicer shall take any action that is inconsistent with or prejudices the interests of the Trust Fund or the Certificateholders in any Mortgage Loan it servicesor the rights and interests of the Depositor, the Trustee, the Trust Administrator or the Certificateholders under this Agreement. Each The Master Servicer and each Servicer shall represent and protect the interests of the Trust Fund in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan Loan, and shall not make or permit any modification, waiver or amendment of any term Mortgage Loan that would cause any REMIC created hereunder to fail to qualify as a REMIC or result in the imposition of any Mortgage Loan, except as provided pursuant to tax under Section 3.21860F(a) or Section 860G(d) of the Code. Without limiting the generality of the foregoing, the Master Servicer and each Servicer, in its own name or in the name of any Subservicer or the Depositor and the TrusteeTrust, is hereby authorized and empowered by the Depositor Depositor, the Trust and the TrusteeTrust Administrator, when the Master Servicer or such Servicer or any Subservicer, as the case may be, believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trust, the 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, discharge and all other comparable instruments, with respect to the Mortgage Loans it servicesLoans, and with respect to the related Mortgaged Properties held for the benefit of the Certificateholders. Each The Master Servicer and each Servicer shall prepare and deliver to the Depositor and/or the Trustee and/or the Trust Administrator such documents requiring execution and delivery by either or both of them as are necessary or appropriate to enable the Master Servicer or such Servicer to master service and administer or service and administer the Mortgage Loans it services 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, upon Trustee or the direction of the related Servicer, Trust Administrator shall promptly execute such documents and deliver them to the related Master Servicer or such Servicer. In accordance with the standards of the preceding paragraphfirst paragraph of this Section 3.01 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 relating related to the Non-Designated Mortgage Loans it servicesLoans, which advances constitute Servicing Advances and shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.093.06, and further as provided in Section 3.113.08. In no event will any Servicer be required to make any Servicing Advance which would constitute a Nonrecoverable Advance. The costs incurred by the Servicersa Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties related to the Non-Designated Mortgage Loans and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balances of the related Non-Designated Mortgage Loans, notwithstanding that the terms of such Non-Designated Mortgage Loans so permit. The relationship Each Servicer hereby acknowledges that, to the extent such Servicer has previously serviced some or all of each 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, (and of any successor to any Servicer as servicer under this Agreementi) to the Trustee under extent the Master Servicer or a 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 and (ii) to the extent the Master Servicer or National City has previously serviced some or all of the National City Mortgage Loans pursuant to another servicing agreement, the provisions contained in the National City Servicing Agreement shall supersede the provisions contained in such other servicing agreement from and after the Closing Date . Notwithstanding anything to the contrary in this Agreement, with respect to any action which according to the terms of this Agreement is intended to be performed by the parties Master Servicer and the applicable Servicer, (i) if such action relates to a WMMSC Serviced Mortgage Loan, only WMMSC shall have an obligation to perform such action, and (ii) if such action relates to a Mortgage Loan which is not a WMMSC Serviced Mortgage Loan, the related Servicer shall have an obligation to perform such action, and the Master Servicer in its capacity as successor servicer shall also have an obligation to perform such action, but only if the related Servicer fails to do so. Notwithstanding anything in this Agreement to the contrary, (i) the purchase of any WMMSC Serviced Mortgage Loan by any Person shall be that subject to the rights of an independent contractor 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 GreenPoint Serviced Mortgage Loan by any Person shall be subject to the rights of GreenPoint to continue servicing such GreenPoint Serviced Mortgage Loan for the same servicing fee substantially in accordance with the terms of this Agreement and not that (iii) the purchase of any WFHM Serviced Mortgage Loan by any Person shall be subject to the rights of WFHM to continue servicing such WFHM Serviced Mortgage Loan for the same servicing fee substantially in accordance with the terms of this Agreement. With respect to each Mortgage Loan (other than with respect to the WMMSC Serviced Mortgage Loans), 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 joint venturermonthly basis. With respect to each WMMSC Serviced Mortgage Loan, partner or agentWMMSC 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.

Servicers to Service Mortgage Loans. For and on behalf of the Certificateholders, the NMC National City (or any successor Servicer thereto) shall service and administer the NMC Mortgage LoansLoans in Loan Group 1, the BAFSB Loan Group 3 and Loan Group 4, and Wells Fargo (or any successor Servicer thereto) shall service and administer xxxxxister the BAFSB Mortgage Loans and the BANA Servicer shall service and administer the BAFSB Mortgage Loansin Loan Group 2, all in each case in accordance with the terms of this Agreement, the Customary Servicing ProceduresProcedures applicable to such Servicer, applicable law and the terms of the related Mortgage Notes and Mortgages. In connection with such servicing and administration, each Servicer shall have full power and authority, acting alone and/or through Subservicers as provided in Section 3.02, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration including, but not limited to, the power and authority, subject to the terms hereof, (a) to execute and deliver, on behalf of the Certificateholders Certificateholders, the Certificate Administrator and the Trustee, customary consents or waivers and other instruments and documents, (b) to consent, with respect to the Mortgage Loans it services, to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (c) to collect any Insurance Proceeds and other Liquidation Proceeds relating to the Mortgage Loans it services, and (d) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan it services. Each Servicer shall represent and protect the interests of the Trust in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan and shall not make or permit any modification, waiver or amendment of any term of any Mortgage Loan, except as provided pursuant to Section 3.21. Without limiting the generality of the foregoing, each Servicer, in its own name or in the name of any Subservicer or the Depositor Depositor, the Certificate Administrator and the Trustee, is hereby authorized and empowered by the Depositor Depositor, the Certificate Administrator and the Trustee, when such the Servicer or any Subservicer, as the case may be, believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Certificate 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 it services, and with respect to the related Mortgaged Properties held for the benefit of the Certificateholders. Each Servicer shall prepare and deliver to the Depositor and/or the Trustee and/or the Certificate Administrator such documents requiring execution and delivery by either any or both all of them as are necessary or appropriate to enable such Servicer to service and administer the Mortgage Loans it services to the extent that 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 TrusteeTrustee and/or the Certificate Administrator, upon the direction of the related such Servicer, shall promptly execute such documents and deliver them to the related such Servicer. In accordance with the standards of the preceding paragraph, 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 relating to the Mortgage Loans it services, which Servicing Advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.09, and further as provided in Section 3.11. The costs incurred by the Servicerscosts, if any, incurred by a Servicer in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balances of the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. However, advances for taxes may be capitalized in accordance with a loan modification pursuant to Section 3.21. The relationship of each Servicer (and of any successor to any such Servicer as servicer under this Agreement) to the Trustee Trustee, the Certificateholders and the Certificate Administrator under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent.

Servicers to Service Mortgage Loans. For and on behalf of the Certificateholders, the NMC each Servicer shall service and administer the NMC Mortgage Loans, the BAFSB Servicer shall service and administer the BAFSB Mortgage Loans and the BANA Servicer shall service and administer the BAFSB Mortgage Loans, all in accordance with the terms of this Agreement, Customary Agreement and with Accepted Servicing Procedures, applicable law Practices. The obligations of each of WMMSC and CMMC hereunder to service and administer the Mortgage Loans shall be limited to the WMMSC Serviced Mortgage Loans and the terms CMMC 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 WMMSC Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties), in the case of WMMSC and the CMMC Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties) in the case of CMMC; and in no event shall any Servicer have any responsibility or liability with respect to any of the other Mortgage Notes and MortgagesLoans. In connection with such servicing and administration, each Servicer shall have full power and authority, acting alone and/or through Subservicers as provided in Section 3.023.02 hereof, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration includingadministration, including but not limited to, the power and authority, subject to the terms hereof, hereof (ai) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (bii) to consent, with respect to the Mortgage Loans it services, consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (ciii) to collect any Insurance Proceeds and other Liquidation Proceeds relating to the Mortgage Loans it servicesProceeds, and (div) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that a Servicer shall not take any action that is inconsistent with or prejudices the interests of the Trust Fund or the Certificateholders in any Mortgage Loan it servicesor the rights and interests of the Depositor, the Trustee, the Trust Administrator or the Certificateholders under this Agreement. Each Servicer shall represent and protect the interests of the Trust Fund in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan Loan, and shall not make or permit any modification, waiver or amendment of any term Mortgage Loan which would cause any REMIC created hereunder to fail to qualify as a REMIC or result in the imposition of any Mortgage Loan, except as provided pursuant to tax under Section 3.21860F(a) or Section 860G(d) of the Code. Without limiting the generality of the foregoing, each Servicer, in its own name or in the name of any Subservicer or the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the TrusteeTrustee and the Trust Administrator, when such Servicer or any Subservicer, as the case may be, believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the 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, discharge and all other comparable instruments, with respect to the Mortgage Loans it servicesLoans, and with respect to the related Mortgaged Properties held for the benefit of the Certificateholders. Each Servicer shall prepare and deliver to the Depositor and/or the Trustee and/or the Trust Administrator such documents requiring execution and delivery by either or both of them as are necessary or appropriate to enable such Servicer to service and administer the Mortgage Loans it services to the extent that 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, upon Trustee or the direction of the related Servicer, Trust Administrator shall promptly execute such documents and deliver them to the related such Servicer. In accordance with the standards of the preceding paragraphparagraph 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 relating to the Mortgage Loans it servicesProperties, which Servicing Advances advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.093.06, and further as provided in Section 3.113.08. The costs incurred by the Servicersa Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balances of the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. The relationship of each Each Servicer (and of any successor to any Servicer as servicer under this Agreement) hereby acknowledges that, to the Trustee under extent such Servicer has previously serviced some or all of the Mortgage Loans pursuant to another servicing agreement, the provisions contained in this Agreement is intended by shall supersede the parties to be that of an independent contractor provisions contained in such other servicing agreement from and not that of a joint venturer, partner or agentafter the Closing Date.

Servicers to Service Mortgage Loans. For and on behalf of the Certificateholders, as independent contractors of the NMC Servicer Trust, (i) each Servicer, severally and not jointly, shall service and administer the NMC Mortgage Loans, the BAFSB Servicer shall service and administer the BAFSB related Non-Designated Mortgage Loans and the BANA Servicer shall service and administer the BAFSB Mortgage Loans, all 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, Customary Servicing Proceduresmaster service and administer the Non-Designated Mortgage Loans by overseeing and enforcing the servicing of the Non-Designated Mortgage Loans by the related Servicer according to the terms of this Agreement and (iii) the Master Servicer shall, applicable law in accordance with the Section 3.22 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 WMB, SPS and Wells Fargo hereunder to service and administer the Mortgage Notes Xxxxx shall be limited to the WMB Serviced Mortgage Loans, SPS Serviced Mortgage Loans and Mortgagesthe Wells Fargo Serviced Mortgage Loans, respectively; and with xxxxxct to the duties and obligations of each Servicer, references herein to related "Mortgage Loans" shall be limited to the WMB Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties) in the case of WMB, SPS Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties) in the case of SPS and the Wells Fargo Serviced Mortgage Loans (and the related proceeds xxxxeof and related REO Properties) in the case of Wells Fargo; and in no event shall any Servicer have any rexxxxxibility or liability with respect to any of the other Mortgage Loans. The obligations of the Master Servicer to master service and administer the Non-Designated Mortgage Loans shall be limited to the WMB Serviced Mortgage Loans, the Wells Fargo Serviced Mortgage Loans, the SPS Serviced Mortgagx Xxxns and the Special Serviced Mortgage Loans. In connection with such servicing and administrationadministration of the Non-Designated Mortgage Loans, the Master Servicer and each Servicer shall have full power and authority, acting alone and/or through Subservicers as provided in Section 3.023.02 hereof, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration includingadministration, including but not limited to, the power and authority, subject to the terms hereof, hereof (ai) to execute and deliver, on behalf of the Certificateholders and the TrusteeTrust, customary consents or waivers and other instruments and documents, (bii) to consent, with respect to the Mortgage Loans it services, consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (ciii) to collect any Insurance Proceeds and other Liquidation Proceeds relating to the Mortgage Loans it servicesProceeds, and (div) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided, that neither the Master Servicer nor a Servicer shall take any action that is inconsistent with or prejudices the interests of the Trust Fund or the Certificateholders in any Mortgage Loan it servicesor the rights and interests of the Depositor, the Trustee, the Trust Administrator or the Certificateholders under this Agreement. Each The Master Servicer and each Servicer shall represent and protect the interests of the Trust Fund in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan Loan, and shall not make or permit any modification, waiver or amendment of any term Mortgage Loan that would cause any REMIC created hereunder to fail to qualify as a REMIC or result in the imposition of any Mortgage Loan, except as provided pursuant to tax under Section 3.21860F(a) or Section 860G(d) of the Code. Without limiting the generality of the foregoing, the Master Servicer and each Servicer, in its own name or in the name of any Subservicer or the Depositor and the TrusteeTrust, is hereby authorized and empowered by the Depositor Depositor, the Trust and the TrusteeTrust Administrator, when the Master Servicer or such Servicer or any Subservicer, as the case may be, believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trust, the 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, discharge and all other comparable instruments, with respect to the Mortgage Loans it servicesLoans, and with respect to the related Mortgaged Properties held for the benefit of the Certificateholders. Each The Master Servicer and each Servicer shall prepare and deliver to the Depositor and/or the Trustee and/or the Trust Administrator such documents requiring execution and delivery by either or both of them as are necessary or appropriate to enable the Master Servicer or such Servicer to master service and administer or service and administer the Mortgage Loans it services 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, upon Trustee or the direction of the related Servicer, Trust Administrator shall promptly execute such documents and deliver them to the related Master Servicer or such Servicer. In accordance with the standards of the preceding paragraphfirst paragraph of this Section 3.01 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 relating related to the Non-Designated Mortgage Loans it servicesLoans, which advances constitute Servicing Advances and shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.093.06, and further as provided in Section 3.113.08. In no event will any Servicer be required to make any Servicing Advance which would constitute a Nonrecoverable Advance. The costs incurred by the Servicersa Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties related to the Non-Designated Mortgage Loans and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balances of the related Non-Designated Mortgage Loans, notwithstanding that the terms of such Non-Designated Mortgage Loans so permit. The relationship parties to this Agreement acknowledge that Servicing Advances shall be reimbursable pursuant to the terms of each this Agreement and agree that no Servicing Advance shall be rejected or disallowed by any party unless it has been shown that such Servicing Advance was not made in accordance with this Agreement. 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 servicing provisions contained in this Agreement shall supersede the servicing 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 successor Wells Fargo Serviced Mortgage Loan by any Person shall be subxxxx to the rights of Wells Fargo to continue servicing such Wells Fargo Serviced Mxxxxxge Loan for the same Servicing Fee suxxxxxtially in accordance with the terms of this Agreement and the purchase of any Servicer as servicer under WMB Serviced Mortgage Loan by any Person shall be subject to the rights of WMB to continue servicing such WMB Serviced Mortgage Loan for the same Servicing Fee substantially in accordance with the terms of this Agreement. With respect to each Mortgage Loan, 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 by the Trustee, 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 under this Agreement is intended by and the parties Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to be that of an independent contractor and not that such assignment or re-recording of a joint venturerMortgage in the name of MERS, partner or agentsolely as nominee for the Trustee and its successors and assigns.

Servicers to Service Mortgage Loans. For and on behalf of the Certificateholders, the NMC each Servicer shall service and administer the NMC Mortgage Loans, the BAFSB Servicer shall service and administer the BAFSB Mortgage Loans and the BANA Servicer shall service and administer the BAFSB Mortgage Loans, all in accordance with the terms of this Agreement and with Accepted Servicing Practices. The obligations of each of Wilshire and Ocwen hereunder to service and administer the Mortgage Loans shall be limited to the Wilshire Serviced Loans and Ocwen Serviced Loans, respectively; and with respect to the duties and obligations of each Servicer, references herein to the "Mortgage Loans" or "related Mortgage Loans" shall be limited to the Wilshire Serviced Loans (and the related proceeds thereof and related REO Properties), in the case Wilshire and the Ocwen Serviced Loans (and the related proceeds thereof and related REO Properties), in the case of Ocwen, and in no event shall any Servicer have any responsibility or liability with respect to any of the other Mortgage Loans. Notwithstanding anything in this Agreement, Customary Servicing Proceduresany Subservicing Agreement or the Credit Risk Management Agreement to the contrary, applicable law and neither Wilshire nor Ocwen shall have any duty or obligation to enforce any Credit Risk Management Agreement to which it is not a party, nor to supervise, monitor or oversee the terms activities of the Mortgage Notes and Mortgages. Credit Risk Manager under any other Credit Risk Management Agreement with respect to any action taken or not taken by Wilshire or Ocwen, as applicable, pursuant to a recommendation of the Credit Risk Manager In connection with such servicing and administration, each Servicer shall have full power and authority, acting alone and/or through Subservicers as provided in Section 3.023.02 hereof, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration includingadministration, including but not limited to, the power and authority, subject to the terms hereof, hereof (ai) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (bii) to consent, with respect to the Mortgage Loans it services, consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (ciii) to collect any Insurance Proceeds and other Liquidation Proceeds relating to the Mortgage Loans it servicesProceeds, and (div) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that a Servicer shall not take any action that is materially inconsistent with or materially prejudices the interests of the Trust Fund or the Certificateholders in any Mortgage Loan it servicesor the rights and interests of the Depositor, the Trustee or the Certificateholders under this Agreement unless such action is specifically called for by the terms hereof. The Trustee will provide a limited power of attorney to each Servicer, prepared by each Servicer and reasonably acceptable to the Trustee, to permit each Servicer to act on behalf of the Trustee under this Agreement. Each Servicer hereby indemnifies the Trustee for all costs and expenses incurred by the Trustee in connection with the negligent or willful misuse of such power of attorney. Each Servicer shall represent and protect the interests of the Trust Fund in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan. Each Servicer further is hereby authorized and empowered in its own name or in the name of the Subservicer, when such Servicer or the Subservicer, as the case may be, believes it is appropriate in its best judgment to register any Mortgage Loan on the MERS(R) System, or cause the removal from the registration of any Mortgage Loan on the MERS(R) System, to execute and deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Trustee and its successors and assigns. Any reasonable expenses incurred in connection with the actions described in the preceding sentence or as a result of MERS discontinuing or becoming unable to continue operations in connection with the MERS(R) System, shall be reimbursable by the Trust Fund to such Servicer. Notwithstanding the foregoing, subject to Section 3.05(a), the Servicers shall not make or permit any modification, waiver or amendment of any term Mortgage Loan that would both constitute a sale or exchange of such Mortgage Loan within the meaning of Section 1001 of the Code and any proposed, temporary or final regulations promulgated thereunder (other than in connection with a proposed conveyance or assumption of such Mortgage Loan, except Loan that is treated as provided a Principal Prepayment in Full pursuant to Section 3.213.10 hereof) which would cause any of REMIC 1, REMIC 2, REMIC 3 or REMIC 4 to fail to qualify as a REMIC. Without limiting the generality of the foregoing, each Servicer, in its own name or in the name of any Subservicer or the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, when such Servicer or any Subservicer, as the case may be, believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, discharge and all other comparable instruments, with respect to the Mortgage Loans it servicesLoans, and with respect to the related Mortgaged Properties held for the benefit of the Certificateholders. Each Servicer shall prepare and deliver to the Depositor and/or the Trustee such documents requiring execution and delivery by either or both of them as are necessary or appropriate to enable such Servicer to service and administer the Mortgage Loans it services to the extent that such Servicer is not permitted to execute and deliver such documents pursuant to the preceding sentence. Upon receipt of such documentsdocuments and a written request signed by an authorized officer, the Depositor and/or the Trustee, upon the direction of the related Servicer, Trustee shall promptly execute such documents and deliver them to the related such Servicer. In accordance with the standards of the preceding paragraph, 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 any Mortgaged Properties relating Property (to the extent such Servicer has been notified that such taxes or assessments have not paid by the related Mortgagor or the owner or the servicer of the related First Mortgage Loans it servicesLoan), which Servicing Advances advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.093.06, and further as provided in Section 3.113.08; provided, however, that each Servicer shall be required to advance only to the extent that such advances, in the good faith judgment of such Servicer, will be recoverable by such Servicer out of Insurance Proceeds, Liquidation Proceeds, or otherwise out of the proceeds of the related Mortgage Loan; and provided, further, that such payments shall be advanced within such time period required to avoid the loss of the Mortgaged Property by foreclosure of a tax or other lien. The costs incurred by the Servicersa Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balances of the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. The relationship Subject to the provisions of the first paragraph of this Section, the Trustee shall execute, at the written request of a Servicer, and furnish to such Servicer and any Subservicer such documents as are necessary or appropriate to enable such Servicer or any Subservicer to carry out their servicing and administrative duties hereunder, and the Trustee hereby grants to each Servicer (and a power of attorney, to be completed in the form of Exhibit AA hereto, to carry out such duties. The Trustee shall not be liable for the actions of the Servicers or any successor Subservicers under such powers of attorney. If the Mortgage relating to any Servicer as servicer under this Agreement) a Mortgage Loan had a lien senior to the Trustee under this Agreement is intended by Mortgage Loan on the parties related Mortgaged Property as of the Cut-off Date, then the related Servicer, in such capacity, may consent to be the refinancing of the prior senior lien, provided that of an independent contractor and not that of a joint venturer, partner or agent.the following requirements are met:

Servicers to Service Mortgage Loans. For and on behalf of the Certificateholders, as independent contractors of the NMC Servicer Trustee, each Servicer, severally and not jointly, shall service and administer the NMC Mortgage Loans, the BAFSB Servicer shall service and administer the BAFSB Mortgage Loans and the BANA Servicer shall service and administer the BAFSB Mortgage Loans, all in accordance with the terms of this AgreementAgreement and with Accepted Servicing Practices. The obligations of each of GreenPoint, Customary Servicing ProceduresOlympus and WMMSC hereunder to service and administer the Mortgage Loans shall be limited to the GreenPoint Serviced Mortgage Loans, applicable law the Olympus Serviced Mortgage Loans and the terms 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 GreenPoint Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties), in the case of GreenPoint, the Olympus Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties) in the case of Olympus, 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 Notes and MortgagesLoans. In connection with such servicing and administration, each Servicer shall have full power and authority, acting alone and/or through Subservicers as provided in Section 3.023.02 hereof, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration includingadministration, including but not limited to, the power and authority, subject to the terms hereof, hereof (ai) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (bii) to consent, with respect to the Mortgage Loans it services, consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (ciii) to collect any Insurance Proceeds and other Liquidation Proceeds relating to the Mortgage Loans it servicesProceeds, and (div) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that no Servicer shall take any action that is inconsistent with or prejudices the interests of the Trust Fund or the Certificateholders in any Mortgage Loan it servicesor the rights and interests of the Depositor, the Trustee or the Certificateholders under this Agreement. Each Servicer shall represent and protect the interests of the Trust Fund in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan Loan, and shall not make or permit any modification, waiver or amendment of any term Mortgage Loan which would cause any REMIC created hereunder to fail to qualify as a REMIC or result in the imposition of any Mortgage Loan, except as provided pursuant to tax under Section 3.21860F(a) or Section 860G(d) of the Code. Without limiting the generality of the foregoing, each Servicer, in its own name or in the name of any Subservicer or the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, when such Servicer or any Subservicer, as the case may be, believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, discharge and all other comparable instruments, with respect to the Mortgage Loans it servicesLoans, and with respect to the related Mortgaged Properties held for the benefit of the Certificateholders. Each Servicer shall prepare and deliver to the Depositor and/or the Trustee such documents requiring execution and delivery by either or both of them as are necessary or appropriate to enable such Servicer to service and administer the Mortgage Loans it services to the extent that 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, upon the direction of the related Servicer, Trustee shall promptly execute such documents and deliver them to the related such Servicer. In accordance with the standards of the preceding paragraphparagraph 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 relating to the Mortgage Loans it servicesProperties, which advances constitute Servicing Advances and shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.093.06, and further as provided in Section 3.113.08. The costs incurred by the Servicersa Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balances of the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. The relationship Each Servicer hereby acknowledges that, to the extent such Servicer has previously serviced some or all of each Servicer (the 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. Notwithstanding anything in this Agreement to the contrary, the purchase of any successor WMMSC Serviced Mortgage Loan by any Person shall be subject to any Servicer as servicer under 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) to the Trustee under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent.

Servicers to Service Mortgage Loans. For Each of CMMC and on behalf of the Certificateholders, the NMC Servicer PNC shall service and administer the NMC Mortgage Loans, the BAFSB Servicer shall service and administer the BAFSB CMMC Serviced Mortgage Loans and the BANA Servicer shall service and administer the BAFSB PNC Serviced Mortgage Loans, all in accordance with the terms of this Agreementrespectively, Customary Servicing Procedures, applicable law and the terms of the Mortgage Notes and Mortgages. In connection with such servicing and administration, each Servicer shall have full power and authority, acting alone and/or or through Subservicers Sub-Servicers as provided in Section 3.025.02, to do or cause to be done any and all things that which it may deem necessary or desirable in connection with such servicing and administration includingadministration, but not limited toall in accordance with Accepted Servicing Practices. Without limiting the generality of the foregoing, each Servicer in its own name or in the name of a Sub-Servicer shall, pursuant to a power and authorityof attorney granted hereby by the Trustee for such purposes, subject to when such Servicer or the terms hereofSub-Servicer, (a) as the case may be, believes it appropriate in its best judgment, to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (b) to consent, with respect to the Mortgage Loans it services, to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (c) to collect any Insurance Proceeds and other Liquidation Proceeds relating to the Mortgage Loans it services, and (d) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan it services. Each Servicer shall represent and protect the interests of the Trust in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan and shall not make or permit any modification, waiver or amendment of any term of any Mortgage Loan, except as provided pursuant to Section 3.21. Without limiting the generality of the foregoing, each Servicer, in its own name or in the name of any Subservicer or the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, when such Servicer or any Subservicer, as the case may be, believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders Trustee or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, discharge and all other comparable instruments, with respect to the Mortgage Loans serviced by it services, and with respect to the related Mortgaged Properties held for the benefit of the Certificateholders. Each Servicer shall prepare and deliver Properties; provided, however, that subject to the Depositor and/or the Trustee such documents requiring execution and delivery by either or both provisions of them as are necessary or appropriate to enable such Servicer to service and administer the Mortgage Loans it services to the extent that 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, upon the direction of the related Servicer, shall promptly execute such documents and deliver them to the related Servicer. In accordance with the standards of the preceding this paragraph, each Servicer shall advance or cause may allow a modification with respect to be advanced funds as necessary for a Mortgage Loan serviced by it if such Servicer would take such action in the purpose ordinary course of effecting its business if it were the payment owner of taxes and assessments on the Mortgaged Properties relating to the Mortgage Loans Loan. Either Servicer may agree to a modification of any Mortgage Loan serviced by it services, which Servicing Advances shall be reimbursable in (the first instance from related collections from "Relevant Mortgage Loan") upon the Mortgagors pursuant to Section 3.09, and further as provided in Section 3.11. The costs incurred by the Servicers, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balances request of the related Mortgagor, provided that (i) the modification is in lieu of a refinancing and the Mortgage Rate on the Relevant Mortgage Loan, as modified, is approximately a prevailing market rate of newly-originated mortgage loans having similar terms, (ii) the aggregate of the adjusted bases of all Modified Mortgage Loans (including the Relevant Mortgage Loans, notwithstanding that ) plus the terms of such Mortgage Loans so permit. The relationship of each Servicer (and aggregate adjusted bases of any successor to any Servicer as servicer assets that are not qualified mortgages or permitted investments under this AgreementSection 860G(a) to of the Trustee under this Agreement is intended by Code that are assets of the parties to be that of an independent contractor and not that of a joint venturer, partner or agent.Trust Fund established hereunder at all times on any

Servicers to Service Mortgage Loans. For and on behalf of the Certificateholders, as independent contractors of the NMC Servicer Trust, (i) each Servicer, severally and not jointly, shall service and administer the NMC Mortgage Loans, the BAFSB Servicer shall service and administer the BAFSB related Non-Designated Mortgage Loans and the BANA Servicer shall service and administer the BAFSB Mortgage Loans, all 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, Customary Servicing Proceduresmaster 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 (other than the WMMSC Serviced Mortgage Loans) by the related Servicer (other than WMMSC) according to the terms of this Agreement and (iii) the Master Servicer shall, applicable law 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 GreenPoint, SPS, Wxxxx Fargo and WMMSC hereunder to service and administer the Mortgage Notes Loans shall be limited to the GreenPoint Serviced Mortgage Loans, the SPS Serviced Mortgage Loans, the Wxxxx Fargo Serviced Mortgage Loans, and Mortgagesthe 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 GreenPoint Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties) in the case of GreenPoint, the SPS Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties) in the case of SPS, the Wxxxx Fargo Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties) in the case of Wxxxx 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 GreenPoint Serviced Mortgage Loans, the SPS Serviced Mortgage Loans, the Wxxxx Fargo Serviced Mortgage Loans, the Special 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 administrationadministration of the Non-Designated Mortgage Loans, the Master Servicer and each Servicer shall have full power and authority, acting alone and/or through Subservicers Sub-Servicers as provided in Section 3.023.02 hereof, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration includingadministration, including but not limited to, the power and authority, subject to the terms hereof, hereof (ai) to execute and deliver, on behalf of the Certificateholders and the TrusteeTrust, customary consents or waivers and other instruments and documents, (bii) to consent, with respect to the Mortgage Loans it services, consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (ciii) to collect any Insurance Proceeds and other Liquidation Proceeds relating to the Mortgage Loans it servicesProceeds, and (div) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided, that neither the Master Servicer nor a Servicer shall take any action that is inconsistent with or prejudices the interests of the Trust Fund or the Certificateholders in any Mortgage Loan it servicesor the rights and interests of the Depositor, the Trustee, the Trust Administrator or the Certificateholders under this Agreement. Each The Master Servicer and each Servicer shall represent and protect the interests of the Trust Fund in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan Loan, and shall not make or permit any modification, waiver or amendment of any term Mortgage Loan that would cause any REMIC created hereunder to fail to qualify as a REMIC or result in the imposition of any Mortgage Loan, except as provided pursuant to tax under Section 3.21860F(a) or Section 860G(d) of the Code. Without limiting the generality of the foregoing, the Master Servicer and each Servicer, in its own name or in the name of any Subservicer or the Depositor and the TrusteeTrust, is hereby authorized and empowered by the Depositor Depositor, the Trust and the TrusteeTrust Administrator, when the Master Servicer or such Servicer or any Subservicer, as the case may be, believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trust, the 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, discharge and all other comparable instruments, with respect to the Mortgage Loans it servicesLoans, and with respect to the related Mortgaged Properties held for the benefit of the Certificateholders. Each The Master Servicer and each Servicer shall prepare and deliver to the Depositor and/or the Trustee and/or the Trust Administrator such documents requiring execution and delivery by either or both of them as are necessary or appropriate to enable the Master Servicer or such Servicer to master service and administer or service and administer the Mortgage Loans it services 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, upon Trustee or the direction of the related Servicer, Trust Administrator shall promptly execute such documents and deliver them to the related Master Servicer or such Servicer. In accordance with the standards of the preceding paragraphfirst paragraph of this Section 3.01 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 relating related to the Non-Designated Mortgage Loans it servicesLoans, which advances constitute Servicing Advances and shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.093.06, and further as provided in Section 3.113.08. In no event shall any Servicer be required to make any Servicing Advance which would constitute a Nonrecoverable Advance. The costs incurred by the Servicersa Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties related to the Non-Designated Mortgage Loans and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balances of the related Non-Designated Mortgage Loans, notwithstanding that the terms of such Non-Designated Mortgage Loans so permit; provided, however, that the limitations contained in this sentence shall not apply to modifications made pursuant to Section 3.05(a). The relationship parties to this Agreement acknowledge that Servicing Advances shall be reimbursable pursuant to the terms of this Agreement and agree that no Servicing Advance shall be rejected or disallowed by any party unless it has been shown that such Servicing Advance was not made in accordance with this Agreement. 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 servicing provisions contained in this Agreement shall supersede the servicing 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 Mortgage Loan by any Person shall be subject to, and shall in no way adversely affect, the rights of the owner of the servicing rights related to such Mortgage Loan. With respect to each Mortgage Loan, the related Servicer (other than WMMSC) shall 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, to the extent that such Mortgage Loan has been serviced by such Servicer for a period of at least sixty (60) days. 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 by the Trustee, on behalf of the Certificateholders and the Trustee, in its own name or in the name of any successor Sub-Servicer, when a Servicer or any Sub-Servicer, as the case may be, believes it appropriate in its best judgment to register any Servicer as servicer under this Agreement) 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 under this Agreement is intended by and the parties Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to be that of an independent contractor and not that such assignment or re-recording of a joint venturerMortgage in the name of MERS, partner or agentsolely as nominee for the Trustee and its successors and assigns.

Servicers to Service Mortgage Loans. For and on behalf of the Certificateholders, the NMC each Servicer shall service and administer the NMC Mortgage Loans, the BAFSB Servicer shall service and administer the BAFSB related Mortgage Loans and the BANA Servicer shall service and administer the BAFSB Mortgage Loans, all in accordance with the terms of this Agreement, Customary Agreement and with Accepted Servicing Procedures, applicable law Practices. The obligations of each of WFBNA and SPS hereunder to service and administer the Mortgage Loans shall be limited to the WFBNA Serviced Loans and the terms SPS Serviced Loans, respectively; and with respect to the duties and obligations of each Servicer, references herein to “Mortgage Loans” or related “Mortgage Loans” shall be limited to the WFBNA Serviced Loans (and the related proceeds thereof and related REO Properties), in the case of WFBNA and the SPS Serviced Loans (and the related proceeds thereof and related REO Properties), in the case of SPS, and in no event shall any Servicer have any responsibility or liability with respect to any of the other Mortgage Notes and MortgagesLoans. In connection with such servicing and administrationadministration of the Mortgage Loans, each Servicer shall have full power and authority, acting alone and/or through Subservicers as provided in Section 3.023.02 hereof, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration includingadministration, including but not limited to, the power and authority, subject to the terms hereof, hereof (ai) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (bii) to consent, with respect to the Mortgage Loans it services, consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (ciii) to collect any Insurance Proceeds, other Liquidation Proceeds and other Liquidation Proceeds relating to the Mortgage Loans it services, Recoveries and (div) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan, provided that a Servicer shall not take any action that is inconsistent with or prejudices the interests of the Trust Fund or the Certificateholders in any Mortgage Loan it servicesor the rights and interests of the Depositor, the Trustee or the Certificateholders under this Agreement. Each Servicer shall represent and protect the interests of the Trust Fund in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan Loan, and shall not make or permit any modification, waiver or amendment of any term Mortgage Loan which would cause any REMIC hereunder to fail to qualify as a REMIC or result in the imposition of any Mortgage Loan, except as provided pursuant to tax under Section 3.21860F(a) or Section 860G(d) of the Code. Without limiting the generality of the foregoing, each Servicer, in its own name or in the name of any Subservicer or the Depositor and the Trustee, in such Servicer’s full discretion, is hereby authorized and empowered by the Depositor and the Trustee and granted a limited power of attorney by the Trustee, when such Servicer or any Subservicer, as the case may be, believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, discharge and all other comparable instruments, with respect to the Mortgage Loans it servicesLoans, and with respect to the Mortgaged Properties-related Mortgaged Properties to such Mortgage Loans held for the benefit of the Certificateholders. Each Servicer shall prepare and deliver to the Depositor and/or the Trustee such documents requiring execution and delivery by either or both of them as are necessary or appropriate to enable such Servicer to service and administer the Mortgage Loans it services to the extent that 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, upon the direction of the related Servicer, Trustee shall promptly execute such documents and deliver them to the related such Servicer. In accordance with the standards of the preceding paragraph, each Servicer the Servicers shall advance or cause to be advanced funds as necessary for the purpose of effecting the payment of taxes and assessments on the Mortgaged Properties relating related to the Mortgage Loans it servicesLoans, which advances shall constitute Servicing Advances and shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.093.06, and further as provided in Section 3.113.09. The costs incurred by the Servicersa Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties related to the Mortgage Loans and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balances of the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. The relationship parties to this Agreement acknowledge that Servicing Advances shall be reimbursable pursuant to Section 3.09 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. With respect to the Mortgage Loans, the Servicer of such Mortgage Loans agrees that, with respect to the Mortgagors of such Mortgage Loans, such Servicer for each Mortgage Loan shall fully furnish, in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company on a monthly basis. 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 provisions contained in this Agreement shall supersede the provisions contained in such other servicing agreement. Each Servicer is authorized and empowered by the Trustee, on behalf of the Certificateholders and the Trustee, in its own name or in the name of any successor Subservicer, when a Servicer or any Subservicer, as the case may be, believes it appropriate in its best judgment to register any Servicer as servicer under this Agreement) Mortgage Loan on the MERS® System, or cause the removal from the registration of any Mortgage Loan on the MERS® System, to execute and deliver, on behalf of the Trustee under this Agreement is intended by and the parties Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to be that of an independent contractor and not that such assignment or re-recording of a joint venturerMortgage in the name of MERS, partner or agentsolely as nominee for the Trustee and its successors and assigns.

Servicers to Service Mortgage Loans. For and on behalf of the Certificateholders, as independent contractors of the NMC Servicer Trust, (i) each Servicer, severally and not jointly, shall service and administer the NMC Mortgage Loans, the BAFSB Servicer shall service and administer the BAFSB related Non-Designated Mortgage Loans and the BANA Servicer shall service and administer the BAFSB Mortgage Loans, all 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, Customary Servicing Proceduresmaster 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 Servicer (other than WMMSC) according to the terms of this Agreement and (iii) the Master Servicer shall, applicable law in accordance with the Section 3.22 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 Notes Loans shall be limited to the SPS Serviced Mortgage Loans, GreenPoint Serviced Mortgage Loans, Xxxxx Fargo Serviced Mortgage Loans and MortgagesWMMSC 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, GreenPoint Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties) in the case of GreenPoint, 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 Non-Designated Mortgage Loans shall be limited to the GreenPoint Serviced Mortgage Loans, the Xxxxx Fargo Serviced Mortgage Loans, the SPS Serviced Mortgage Loans and the Special 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 WMMSC Serviced Mortgage Loans. In connection with such servicing and administrationadministration of the Non-Designated Mortgage Loans, the Master Servicer and each Servicer shall have full power and authority, acting alone and/or through Subservicers as provided in Section 3.023.02 hereof, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration includingadministration, including but not limited to, the power and authority, subject to the terms hereof, hereof (ai) to execute and deliver, on behalf of the Certificateholders and the TrusteeTrust, customary consents or waivers and other instruments and documents, (bii) to consent, with respect to the Mortgage Loans it services, consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (ciii) to collect any Insurance Proceeds and other Liquidation Proceeds relating to the Mortgage Loans it servicesProceeds, and (div) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that neither the Master Servicer nor a Servicer shall take any action that is inconsistent with or prejudices the interests of the Trust Fund or the Certificateholders in any Mortgage Loan it servicesor the rights and interests of the Depositor, the Trustee, the Trust Administrator or the Certificateholders under this Agreement. Each The Master Servicer and each Servicer shall represent and protect the interests of the Trust Fund in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan Loan, and shall not make or permit any modification, waiver or amendment of any term Mortgage Loan that would cause any REMIC created hereunder to fail to qualify as a REMIC or result in the imposition of any Mortgage Loan, except as provided pursuant to tax under Section 3.21860F(a) or Section 860G(d) of the Code. Without limiting the generality of the foregoing, the Master Servicer and each Servicer, in its own name or in the name of any Subservicer or the Depositor and the TrusteeTrust, is hereby authorized and empowered by the Depositor Depositor, the Trust and the TrusteeTrust Administrator, when the Master Servicer or such Servicer or any Subservicer, as the case may be, believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trust, the 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, discharge and all other comparable instruments, with respect to the Mortgage Loans it servicesLoans, and with respect to the related Mortgaged Properties held for the benefit of the Certificateholders. Each The Master Servicer and each Servicer shall prepare and deliver to the Depositor and/or the Trustee and/or the Trust Administrator such documents requiring execution and delivery by either or both of them as are necessary or appropriate to enable the Master Servicer or such Servicer to master service and administer or service and administer the Mortgage Loans it services 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, upon Trustee or the direction of the related Servicer, Trust Administrator shall promptly execute such documents and deliver them to the related Master Servicer or such Servicer. In accordance with the standards of the preceding paragraphfirst paragraph of this Section 3.01 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 relating related to the Non-Designated Mortgage Loans it servicesLoans, which advances constitute Servicing Advances and shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.093.06, and further as provided in Section 3.113.08. In no event will any Servicer be required to make any Servicing Advance which would constitute a Nonrecoverable Advance. The costs incurred by the Servicersa Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties related to the Non-Designated Mortgage Loans and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balances of the related Non-Designated Mortgage Loans, notwithstanding that the terms of such Non-Designated Mortgage Loans so permit. The relationship Each Servicer hereby acknowledges that, to the extent such Servicer has previously serviced some or all of each 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 of any successor after the Closing Date. Notwithstanding anything to the contrary in this Agreement, with respect to any Servicer as servicer under this Agreement) action which according to the Trustee under terms of this Agreement is intended to be performed by the parties Master Servicer and the applicable Servicer, (i) if such action relates to a WMMSC Serviced Mortgage Loan, only WMMSC shall have an obligation to perform such action, and (ii) if such action relates to a Mortgage Loan which is not a WMMSC Serviced Mortgage Loan, the related Servicer shall have an obligation to perform such action, and the Master Servicer in its capacity as successor servicer shall also have an obligation to perform such action, but only if the related Servicer fails to do so. Notwithstanding anything in this Agreement to the contrary, (i) the purchase of any WMMSC Serviced Mortgage Loan by any Person shall be that subject to the rights of an independent contractor 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 GreenPoint Serviced Mortgage Loan by any Person shall be subject to the rights of GreenPoint to continue servicing such GreenPoint Serviced Mortgage Loan for the same servicing fee substantially in accordance with the terms of this Agreement and not that (iii) the purchase of any Xxxxx Fargo Serviced Mortgage Loan by any Person shall be subject to the rights of Xxxxx Fargo to continue servicing such Xxxxx Fargo Serviced Mortgage Loan for the same servicing fee substantially in accordance with the terms of this Agreement. With respect to each Mortgage Loan (other than with respect to the WMMSC Serviced Mortgage Loans), 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 by the Trustee, 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 comparable instruments with respect to such assignment or re-recording of a joint venturerMortgage in the name of MERS, partner or agentsolely as nominee for the Trustee and its successors and assigns.

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

Servicers to Service Mortgage Loans. For and on behalf of the Certificateholders, as independent contractors of the NMC Servicer Trust, (i) each Servicer, severally and not jointly, shall service and administer the NMC Mortgage Loans, the BAFSB Servicer shall service and administer the BAFSB related Non-Designated Mortgage Loans and the BANA Servicer shall service and administer the BAFSB Mortgage Loans, all 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, Customary Servicing Proceduresmaster service and administer the Non-Designated Mortgage Loans by overseeing and enforcing the servicing of the Non-Designated Mortgage Loans by the related Servicer according to the terms of this Agreement and (iii) the Master Servicer shall, applicable law in accordance with the Section 3.22 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 Wells Fargo hereunder to service and administer the Mortgage Notes Loaxx xxall be limited to the SPS Serviced Mortgage Loans and MortgagesWells Fargo Serviced Mortgage Loans, respectively; and with xxxxxct 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 Wells Fargo Serviced Mortgage Loans (and the related proceeds xxxxeof and related REO Properties) in the case of Wells Fargo; and in no event shall any Servicer have xxx xesponsibility or liability with respect to any of the other Mortgage Loans. The Master Servicer is obligated to master service and administer the Non-Designated Mortgage Loans. In connection with such servicing and administrationadministration of the Non-Designated Mortgage Loans, the Master Servicer and each Servicer shall have full power and authority, acting alone and/or through Subservicers as provided in Section 3.023.02 hereof, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration includingadministration, including but not limited to, the power and authority, subject to the terms hereof, hereof (ai) to execute and deliver, on behalf of the Certificateholders and the TrusteeTrust, customary consents or waivers and other instruments and documents, (bii) to consent, with respect to the Mortgage Loans it services, consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (ciii) to collect any Insurance Proceeds and other Liquidation Proceeds relating to the Mortgage Loans it servicesProceeds, and (div) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that neither the Master Servicer nor a Servicer shall take any action that is inconsistent with or prejudices the interests of the Trust Fund or the Certificateholders in any Mortgage Loan it servicesor the rights and interests of the Depositor, the Trustee, the Trust Administrator or the Certificateholders under this Agreement. Each The Master Servicer and each Servicer shall represent and protect the interests of the Trust Fund in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan Loan, and shall not make or permit any modification, waiver or amendment of any term Mortgage Loan that would cause any REMIC created hereunder to fail to qualify as a REMIC or result in the imposition of any Mortgage Loan, except as provided pursuant to tax under Section 3.21860F(a) or Section 860G(d) of the Code. Without limiting the generality of the foregoing, the Master Servicer and each Servicer, in its own name or in the name of any Subservicer or the Depositor and the TrusteeTrust, is hereby authorized and empowered by the Depositor Depositor, the Trust and the TrusteeTrust Administrator, when the Master Servicer or such Servicer or any Subservicer, as the case may be, believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trust, the 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, discharge and all other comparable instruments, with respect to the Mortgage Loans it servicesLoans, and with respect to the related Mortgaged Properties held for the benefit of the Certificateholders. Each The Master Servicer and each Servicer shall prepare and deliver to the Depositor and/or the Trustee and/or the Trust Administrator such documents requiring execution and delivery by either or both of them as are necessary or appropriate to enable the Master Servicer or such Servicer to master service and administer or service and administer the Mortgage Loans it services 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, upon Trustee or the direction of the related Servicer, Trust Administrator shall promptly execute such documents and deliver them to the related Master Servicer or such Servicer. In accordance with the standards of the preceding paragraphfirst paragraph of this Section 3.01 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 relating related to the Non-Designated Mortgage Loans it servicesLoans, which advances constitute Servicing Advances and shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.093.06, and further as provided in Section 3.113.08. In no event will any Servicer be required to make any Servicing Advance which would constitute a Nonrecoverable Advance. The costs incurred by the Servicersa Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties related to the Non-Designated Mortgage Loans and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balances of the related Non-Designated Mortgage Loans, notwithstanding that the terms of such Non-Designated Mortgage Loans so permit. The relationship Each Servicer hereby acknowledges that, to the extent such Servicer has previously serviced some or all of each 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 as specifically provided in the related Servicer (Letter Agreement. 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 of any successor after the Closing Date. Notwithstanding anything to the contrary in this Agreement, with respect to any Servicer as servicer under this Agreement) action which according to the Trustee under terms of this Agreement is intended to be performed by the parties Master Servicer and the applicable Servicer, the related Servicer shall have an obligation to perform such action, and the Master Servicer in its capacity as successor servicer shall also have an obligation to perform such action, but only if the related Servicer fails to do so. Notwithstanding anything in this Agreement to the contrary, the purchase of any Wells Fargo Serviced Mortgage Loan by any Person shall be that subxxxx to the rights of an independent contractor Wells Fargo to continue servicing such Wells Fargo Serviced Mxxxxxge Loan for the same servicing fee suxxxxxtially in accordance with the terms of this Agreement. With respect to each Mortgage Loan, the related Servicer will fully furnish, in accordance with the Fair Credit Reporting Act and not that 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 by the Trustee, 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 comparable instruments with respect to such assignment or re-recording of a joint venturerMortgage in the name of MERS, partner or agentsolely as nominee for the Trustee and its successors and assigns.

Servicers to Service Mortgage Loans. For and on behalf of the Certificateholders, as independent contractors of the NMC Servicer Trust, (i) each Servicer, severally and not jointly, shall service and administer the NMC Mortgage Loans, the BAFSB Servicer shall service and administer the BAFSB related Non-Designated Mortgage Loans and the BANA Servicer shall service and administer the BAFSB Mortgage Loans, all 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, Customary Servicing Proceduresmaster service and administer the Non-Designated Mortgage Loans by overseeing and enforcing the servicing of the Non-Designated Mortgage Loans by the related Servicer according to the terms of this Agreement and (iii) the Master Servicer shall, applicable law 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 Wells Fargo hereunder to service and administer the Mortgage Notes Loans shall be limited to the SPS Serviced Mortgage Loans, XxxxxPoint Serviced Mortgage Loans and Mortgagesthe Wells Fargo Serviced Mortgage Loans, respectively, and with respect to the duties and obligations of each Servicer, xxxerences 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 Wells Fargo Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties) in the case of Welxx Xxrgo, and in no event shall any Servicer have any responsibility or liability with respect to any of the oxxxx Mortgage Loans. The obligations of the Master Servicer to master service and administer the Non-Designated Mortgage Loans shall be limited to the Wells Fargo Serviced Mortgage Loans, the SPS Serviced Mortgage Loans, the GreenPoint Serviced Mortgage Loans and xxx Xpecial Serviced Mortgage Loans. In connection with such servicing and administrationadministration of the Non-Designated Mortgage Loans, the Master Servicer and each Servicer shall have full power and authority, acting alone and/or through Subservicers Sub-Servicers as provided in Section 3.023.02 hereof, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration includingadministration, including but not limited to, the power and authority, subject to the terms hereof, hereof (ai) to execute and deliver, on behalf of the Certificateholders and the TrusteeTrust, customary consents or waivers and other instruments and documents, (bii) to consent, with respect to the Mortgage Loans it services, consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (ciii) to collect any Insurance Proceeds and other Liquidation Proceeds relating to the Mortgage Loans it servicesProceeds, and (div) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided, that neither the Master Servicer nor a Servicer shall take any action that is inconsistent with or prejudices the interests of the Trust Fund or the Certificateholders in any Mortgage Loan it servicesor the rights and interests of the Depositor, the Trustee, the Trust Administrator or the Certificateholders under this Agreement. Each The Master Servicer and each Servicer shall represent and protect the interests of the Trust Fund in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan Loan, and shall not make or permit any modification, waiver or amendment of any term Mortgage Loan that would cause any REMIC created hereunder to fail to qualify as a REMIC or result in the imposition of any Mortgage Loan, except as provided pursuant to tax under Section 3.21860F(a) or Section 860G(d) of the Code. Without limiting the generality of the foregoing, the Master Servicer and each Servicer, in its own name or in the name of any Subservicer or the Depositor and the TrusteeTrust, is hereby authorized and empowered by the Depositor Depositor, the Trust and the TrusteeTrust Administrator, when the Master Servicer or such Servicer or any Subservicer, as the case may be, believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trust, the 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, discharge and all other comparable instruments, with respect to the Mortgage Loans it servicesLoans, and with respect to the related Mortgaged Properties held for the benefit of the Certificateholders. Each The Master Servicer and each Servicer shall prepare and deliver to the Depositor and/or the Trustee and/or the Trust Administrator such documents requiring execution and delivery by either or both of them as are necessary or appropriate to enable the Master Servicer or such Servicer to master service and administer or service and administer the Mortgage Loans it services 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, upon Trustee or the direction of the related Servicer, Trust Administrator shall promptly execute such documents and deliver them to the related Master Servicer or such Servicer. In accordance with the standards of the preceding paragraphfirst paragraph of this Section 3.01 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 relating related to the Non-Designated Mortgage Loans it servicesLoans, which advances constitute Servicing Advances and shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.093.06, and further as provided in Section 3.113.08. In no event will any Servicer be required to make any Servicing Advance which would constitute a Nonrecoverable Advance. The costs incurred by the Servicersa Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties related to the Non-Designated Mortgage Loans and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balances of the related Non-Designated Mortgage Loans, notwithstanding that the terms of such Non-Designated Mortgage Loans so permit. The relationship parties to this Agreement acknowledge that Servicing Advances shall be reimbursable pursuant to the terms of each this Agreement and agree that no Servicing Advance shall be rejected or disallowed by any party unless it has been shown that such Servicing Advance was not made in accordance with this Agreement. 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 servicing provisions contained in this Agreement shall supersede the servicing 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 successor to GreenPoint Serviced Mortgage Loan by any Servicer as servicer under this Agreement) Person shall be subject to the Trustee under rights of GreenPoint to continue servicing such GreenPoint Serviced Mortgage Loan for the same servicing fee substantially in accordance with the terms of this Agreement and the purchase of any Wells Fargo Serviced Mortgage Loan by any Person shall be subject to the rights of Wells Fargo to continue servicing xxxx Wells Fargo Serviced Mortgage Loan for the same Servicing Fee substantially ix xxxordance with the terms of this Agreexxxx. With respect to each Mortgage Loan, 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 intended authorized and empowered by the parties Trustee, 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 be that register any related Mortgage Loan on the MERS® System, or cause the removal from the registration of an independent contractor such Mortgage Loan on the MERS® System, to execute and not that deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a joint venturerMortgage in the name of MERS, partner or agentsolely as nominee for the Trustee and its successors and assigns.

Servicers to Service Mortgage Loans. For and on behalf of the Certificateholders, as independent contractors of the NMC Servicer Trust, (i) each Servicer, severally and not jointly, shall service and administer the NMC Mortgage Loans, the BAFSB Servicer shall service and administer the BAFSB related Non-Designated Mortgage Loans and the BANA Servicer shall service and administer the BAFSB Mortgage Loans, all 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, Customary Servicing Proceduresmaster 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 Servicer (other than WMMSC) according to the terms of this Agreement and (iii) the Master Servicer shall, applicable law in accordance with Section 3.23 of this Agreement, master service and administer the Nexstar Mortgage Loans by overseeing and enforcing the servicing of the Nexstar Mortgage Loans by Nexstar according to the terms of the Nexstar Servicing Agreement. The obligations of each of Fairbanks, GreenPoint, Xxxxx Fargo and WMMSC hereunder to service and administer the Mortgage Notes Loans shall be limited to the Fairbanks Serviced Mortgage Loans, GreenPoint Serviced Mortgage Loans, Xxxxx Fargo Serviced Mortgage Loans and MortgagesWMMSC 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 Fairbanks Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties) in the case of Fairbanks, GreenPoint Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties) in the case of GreenPoint, 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 Non-Designated Mortgage Loans shall be limited to the GreenPoint Serviced Mortgage Loans, the Xxxxx Fargo Serviced Mortgage Loans, the Fairbanks Serviced Mortgage Loans, the Nexstar Mortgage Loans and the Special 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 WMMSC Serviced Mortgage Loans. In connection with such servicing and administrationadministration of the Non-Designated Mortgage Loans, the Master Servicer and each Servicer shall have full power and authority, acting alone and/or through Subservicers as provided in Section 3.023.02 hereof, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration includingadministration, including but not limited to, the power and authority, subject to the terms hereof, hereof (ai) to execute and deliver, on behalf of the Certificateholders and the TrusteeTrust, customary consents or waivers and other instruments and documents, (bii) to consent, with respect to the Mortgage Loans it services, consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (ciii) to collect any Insurance Proceeds and other Liquidation Proceeds relating to the Mortgage Loans it servicesProceeds, and (div) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that neither the Master Servicer nor a Servicer shall take any action that is inconsistent with or prejudices the interests of the Trust Fund or the Certificateholders in any Mortgage Loan it servicesor the rights and interests of the Depositor, the Trustee, the Trust Administrator or the Certificateholders under this Agreement. Each The Master Servicer and each Servicer shall represent and protect the interests of the Trust Fund in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan Loan, and shall not make or permit any modification, waiver or amendment of any term Mortgage Loan that would cause any REMIC created hereunder to fail to qualify as a REMIC or result in the imposition of any Mortgage Loan, except as provided pursuant to tax under Section 3.21860F(a) or Section 860G(d) of the Code. Without limiting the generality of the foregoing, the Master Servicer and each Servicer, in its own name or in the name of any Subservicer or the Depositor and the TrusteeTrust, is hereby authorized and empowered by the Depositor Depositor, the Trust and the TrusteeTrust Administrator, when the Master Servicer or such Servicer or any Subservicer, as the case may be, believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trust, the 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, discharge and all other comparable instruments, with respect to the Mortgage Loans it servicesLoans, and with respect to the related Mortgaged Properties held for the benefit of the Certificateholders. Each The Master Servicer and each Servicer shall prepare and deliver to the Depositor and/or the Trustee and/or the Trust Administrator such documents requiring execution and delivery by either or both of them as are necessary or appropriate to enable the Master Servicer or such Servicer to master service and administer or service and administer the Mortgage Loans it services 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, upon Trustee or the direction of the related Servicer, Trust Administrator shall promptly execute such documents and deliver them to the related Master Servicer or such Servicer. In accordance with the standards of the preceding paragraphfirst paragraph of this Section 3.01 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 relating related to the Non-Designated Mortgage Loans it servicesLoans, which advances constitute Servicing Advances and shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.093.06, and further as provided in Section 3.113.08. In no event will any Servicer be required to make any Servicing Advance which would constitute a Nonrecoverable Advance. The costs incurred by the Servicersa Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties related to the Non-Designated Mortgage Loans and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balances of the related Non-Designated Mortgage Loans, notwithstanding that the terms of such Non-Designated Mortgage Loans so permit. The relationship Each Servicer hereby acknowledges that, to the extent such Servicer has previously serviced some or all of each 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 Nexstar has previously serviced some or all of the Nexstar Mortgage Loans pursuant to another servicing agreement, the provisions contained in the Nexstar’s servicing agreements shall supersede the provisions contained in such other servicing agreement from and of any successor after the Closing Date . Notwithstanding anything to the contrary in this Agreement, with respect to any Servicer as servicer under this Agreement) action which according to the Trustee under terms of this Agreement is intended to be performed by the parties Master Servicer and the applicable Servicer, (i) if such action relates to a WMMSC Serviced Mortgage Loan, only WMMSC shall have an obligation to perform such action, and (ii) if such action relates to a Mortgage Loan which is not a WMMSC Serviced Mortgage Loan, the related Servicer shall have an obligation to perform such action, and the Master Servicer in its capacity as successor servicer shall also have an obligation to perform such action, but only if the related Servicer fails to do so. Notwithstanding anything in this Agreement to the contrary, (i) the purchase of any WMMSC Serviced Mortgage Loan by any Person shall be that subject to the rights of an independent contractor 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 GreenPoint Serviced Mortgage Loan by any Person shall be subject to the rights of GreenPoint to continue servicing such GreenPoint Serviced Mortgage Loan for the same servicing fee substantially in accordance with the terms of this Agreement and not that (iii) the purchase of any Xxxxx Fargo Serviced Mortgage Loan by any Person shall be subject to the rights of Xxxxx Fargo to continue servicing such Xxxxx Fargo Serviced Mortgage Loan for the same servicing fee substantially in accordance with the terms of this Agreement. With respect to each Mortgage Loan (other than with respect to the WMMSC Serviced Mortgage Loans), 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 by the Trustee, 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 comparable instruments with respect to such assignment or re-recording of a joint venturerMortgage in the name of MERS, partner or agentsolely as nominee for the Trustee and its successors and assigns.

Servicers to Service Mortgage Loans. For and on behalf of the CertificateholdersSecurityholders, the NMC Servicer Servicers shall service and administer the NMC Mortgage Loans, the BAFSB Servicer shall service and administer the BAFSB Mortgage Loans and the BANA Servicer shall service and administer the BAFSB Mortgage Loans, all in accordance with the terms of this Agreement, Customary Accepted Servicing Procedures, applicable law and the terms of the Mortgage Notes and MortgagesPractices. In connection with such servicing and administration, each Servicer the Servicers shall have full power and authority, acting alone and/or through Subservicers as provided in Section 3.023.02 hereof, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration includingadministration, including but not limited to, the power and authority, subject to the terms hereof, hereof (ai) to execute and deliver, on behalf of the Certificateholders Securityholders and the Indenture Trustee, customary consents or waivers and other instruments and documents, (bii) to consent, with respect to the Mortgage Loans it services, consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Servicing Agreement), (ciii) to collect any Insurance Proceeds and other Liquidation Proceeds relating to the Mortgage Loans it services, and (div) subject to Section 3.12(a), to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that, subject to Section 6.03, neither Servicer shall take any action that is inconsistent with or prejudices the interests of the Issuing Entity or the Securityholders in any Mortgage Loan serviced by it servicesunder this Servicing Agreement or the rights and interests of the other parties to this Servicing Agreement except as otherwise required by this Servicing Agreement or by law. Each Notwithstanding anything in this Servicing Agreement to the contrary, neither Servicer shall make or permit any modification, waiver or amendment of any term of any Mortgage Loan which would cause any of the REMICs provided for in the Indenture to fail to qualify as a REMIC or result in the imposition of any tax under Section 860G(a) or 860G(d) of the Code. The Servicers shall represent and protect the interests interest of the Trust Estate in the same manner as it currently protects its own interests interest in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan and shall not make or permit any modification, waiver or amendment of any term of any Mortgage Loan, except as but in any case not in any manner that is a lesser standard than that provided pursuant to in the first sentence of this Section 3.213.01. Without limiting the generality of the foregoing, each Servicer, in its own name or in the name of any Subservicer or the Depositor and the Indenture Trustee, is hereby authorized and empowered by the Depositor and the Indenture Trustee, when such Servicer or any Subservicer, as the case may be, believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Indenture Trustee, the Depositor, the Certificateholders Securityholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, subordinations and all other comparable instruments, with respect to the Mortgage Loans it servicesLoans, and with respect to the related Mortgaged Properties held for the benefit of the CertificateholdersSecurityholders. Each Servicer shall prepare and deliver to the Depositor Depositor, the Securities Administrator and/or the Indenture Trustee such documents requiring execution and delivery by either any or both all of them as are necessary or appropriate to enable such Servicer to service and administer the Mortgage Loans it services Loans, to the extent that such Servicer is not permitted to execute and deliver such documents pursuant to the preceding sentence. Upon receipt of such documents, the Depositor Depositor, the Securities Administrator and/or the Trustee, upon the direction of the related Servicer, Indenture Trustee shall promptly execute such documents and deliver them to the related such Servicer. In accordance with For purposes of this Section 3.01, the standards of the preceding paragraph, Indenture Trustee hereby grants to each Servicer shall advance or cause to be advanced funds as necessary for the purpose a limited power of effecting the payment of taxes and assessments on the Mortgaged Properties relating to the Mortgage Loans it services, which Servicing Advances shall be reimbursable attorney (in the first instance from related collections from form of Exhibit B) to execute and file any and all documents necessary to fulfill the Mortgagors pursuant to Section 3.09, and further as provided in Section 3.11. The costs incurred by the Servicers, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balances of the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. The relationship obligations of each Servicer (and of any successor to any Servicer as servicer under this Agreement) to the Trustee under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agentSection 3.01.

Servicers to Service Mortgage Loans. For and on behalf of the Certificateholders, as independent contractors of the NMC Servicer Trust, (i) each Servicer, severally and not jointly, shall service and administer the NMC Mortgage Loans, the BAFSB Servicer shall service and administer the BAFSB related Non-Designated Mortgage Loans and the BANA Servicer shall service and administer the BAFSB Mortgage Loans, all 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, Customary Servicing Proceduresmaster service and administer the Non-Designated Mortgage Loans by overseeing and enforcing the servicing of the Non-Designated Mortgage Loans by the related Servicer according to the terms of this Agreement and (iii) the Master Servicer shall, applicable law in accordance with the Section 3.22 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, Ocwen and Xxxxx Fargo hereunder to service and administer the Mortgage Notes Loans shall be limited to the SPS Serviced Mortgage Loans, Ocwen Serviced Mortgage Loans and Mortgagesthe 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 Ocwen Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties) in the case of Ocwen 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 Non-Designated Mortgage Loans shall be limited to the Xxxxx Fargo Serviced Mortgage Loans, the SPS Serviced Mortgage Loans, the Ocwen Serviced Mortgage Loans and the Special Serviced Mortgage Loans. In connection with such servicing and administrationadministration of the Non-Designated Mortgage Loans, the Master Servicer and each Servicer shall have full power and authority, acting alone and/or through Subservicers as provided in Section 3.023.02 hereof, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration includingadministration, including but not limited to, the power and authority, subject to the terms hereof, hereof (ai) to execute and deliver, on behalf of the Certificateholders and the TrusteeTrust, customary consents or waivers and other instruments and documents, (bii) to consent, with respect to the Mortgage Loans it services, consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (ciii) to collect any Insurance Proceeds and other Liquidation Proceeds relating to the Mortgage Loans it servicesProceeds, and (div) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that neither the Master Servicer nor a Servicer shall take any action that is inconsistent with or prejudices the interests of the Trust Fund or the Certificateholders in any Mortgage Loan it servicesor the rights and interests of the Depositor, the Trustee, the Trust Administrator or the Certificateholders under this Agreement. Each The Master Servicer and each Servicer shall represent and protect the interests of the Trust Fund in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan Loan, and shall not make or permit any modification, waiver or amendment of any term Mortgage Loan that would cause any REMIC created hereunder to fail to qualify as a REMIC or result in the imposition of any Mortgage Loan, except as provided pursuant to tax under Section 3.21860F(a) or Section 860G(d) of the Code. Without limiting the generality of the foregoing, the Master Servicer and each Servicer, in its own name or in the name of any Subservicer or the Depositor and the TrusteeTrust, is hereby authorized and empowered by the Depositor Depositor, the Trust and the TrusteeTrust Administrator, when the Master Servicer or such Servicer or any Subservicer, as the case may be, believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trust, the 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, discharge and all other comparable instruments, with respect to the Mortgage Loans it servicesLoans, and with respect to the related Mortgaged Properties held for the benefit of the Certificateholders. Each The Master Servicer and each Servicer shall prepare and deliver to the Depositor and/or the Trustee and/or the Trust Administrator such documents requiring execution and delivery by either or both of them as are necessary or appropriate to enable the Master Servicer or such Servicer to master service and administer or service and administer the Mortgage Loans it services 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, upon Trustee or the direction of the related Servicer, Trust Administrator shall promptly execute such documents and deliver them to the related Master Servicer or such Servicer. In accordance with the standards of the preceding paragraphfirst paragraph of this Section 3.01 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 relating related to the Non-Designated Mortgage Loans it servicesLoans, which advances constitute Servicing Advances and shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.093.06, and further as provided in Section 3.113.08. In no event will any Servicer be required to make any Servicing Advance which would constitute a Nonrecoverable Advance. The costs incurred by the Servicersa Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties related to the Non-Designated Mortgage Loans and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balances of the related Non-Designated Mortgage Loans, notwithstanding that the terms of such Non-Designated Mortgage Loans so permit. The relationship parties to this Agreement acknowledge that Servicing Advances shall be reimbursable pursuant to the terms of each this Agreement and agree that no Servicing Advance shall be rejected or disallowed by any party unless it has been shown that such Servicing Advance was not made in accordance with this Agreement. 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 servicing provisions contained in this Agreement shall supersede the servicing provisions contained in such other servicing agreement from and after the Closing Date, except as specifically provided in the related Servicer Letter Agreement. 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 successor Xxxxx Fargo Serviced Mortgage Loan by any Person shall be subject to any Servicer as servicer under the rights of Xxxxx Fargo to continue servicing such Xxxxx Fargo Serviced Mortgage Loan for the same Servicing Fee substantially in accordance with the terms of this Agreement. With respect to each Mortgage Loan, 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 by the Trustee, 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 under this Agreement is intended by and the parties Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to be that of an independent contractor and not that such assignment or re-recording of a joint venturerMortgage in the name of MERS, partner or agentsolely as nominee for the Trustee and its successors and assigns.

Servicers to Service Mortgage Loans. For and on behalf of the Certificateholders, as independent contractors of the NMC Servicer Trust, (i) each Servicer, severally and not jointly, shall service and administer the NMC Mortgage Loans, the BAFSB Servicer shall service and administer the BAFSB related Non-Designated Mortgage Loans and the BANA Servicer shall service and administer the BAFSB Mortgage Loans, all 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, Customary Servicing Proceduresmaster service and administer the Non-Designated Mortgage Loans by overseeing and enforcing the servicing of the Non-Designated Mortgage Loans by the related Servicer according to the terms of this Agreement and (iii) the Master Servicer shall, applicable law 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 Wells Fargo hereunder to service and administer the Mortgage Notes Loans shall be limited to the SXX Xxrviced Mortgage Loans, GreenPoint Serviced Mortgage Loans and Mortgagesthe Wells Fargo Serviced Mortgage Loans, respectively; and with respect to the duties and oxxxxxtions 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 Wells Fargo Serviced Mortgage Loans (and the related proceeds thereof and related REO Xxxxxrties) in the case of Wells Fargo; and in no event shall any Servicer have any responsibility or liability xxxx respect to any of the other Mortgage Loans. The obligations of the Master Servicer to master service and administer the Non-Designated Mortgage Loans shall be limited to the Wells Fargo Serviced Mortgage Loans, the SPS Serviced Mortgage Loans, the GreenPoint Xxxxiced Mortgage Loans and the Special Serviced Mortgage Loans. In connection with such servicing and administrationadministration of the Non-Designated Mortgage Loans, the Master Servicer and each Servicer shall have full power and authority, acting alone and/or through Subservicers Sub-Servicers as provided in Section 3.023.02 hereof, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration includingadministration, including but not limited to, the power and authority, subject to the terms hereof, hereof (ai) to execute and deliver, on behalf of the Certificateholders and the TrusteeTrust, customary consents or waivers and other instruments and documents, (bii) to consent, with respect to the Mortgage Loans it services, consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (ciii) to collect any Insurance Proceeds and other Liquidation Proceeds relating to the Mortgage Loans it servicesProceeds, and (div) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided, that neither the Master Servicer nor a Servicer shall take any action that is inconsistent with or prejudices the interests of the Trust Fund or the Certificateholders in any Mortgage Loan it servicesor the rights and interests of the Depositor, the Trustee, the Trust Administrator or the Certificateholders under this Agreement. Each The Master Servicer and each Servicer shall represent and protect the interests of the Trust Fund in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan Loan, and shall not make or permit any modification, waiver or amendment of any term Mortgage Loan that would cause any REMIC created hereunder to fail to qualify as a REMIC or result in the imposition of any Mortgage Loan, except as provided pursuant to tax under Section 3.21860F(a) or Section 860G(d) of the Code. Without limiting the generality of the foregoing, the Master Servicer and each Servicer, in its own name or in the name of any Subservicer or the Depositor and the TrusteeTrust, is hereby authorized and empowered by the Depositor Depositor, the Trust and the TrusteeTrust Administrator, when the Master Servicer or such Servicer or any Subservicer, as the case may be, believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trust, the 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, discharge and all other comparable instruments, with respect to the Mortgage Loans it servicesLoans, and with respect to the related Mortgaged Properties held for the benefit of the Certificateholders. Each The Master Servicer and each Servicer shall prepare and deliver to the Depositor and/or the Trustee and/or the Trust Administrator such documents requiring execution and delivery by either or both of them as are necessary or appropriate to enable the Master Servicer or such Servicer to master service and administer or service and administer the Mortgage Loans it services 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, upon Trustee or the direction of the related Servicer, Trust Administrator shall promptly execute such documents and deliver them to the related Master Servicer or such Servicer. In accordance with the standards of the preceding paragraphfirst paragraph of this Section 3.01 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 relating related to the Non-Designated Mortgage Loans it servicesLoans, which advances constitute Servicing Advances and shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.093.06, and further as provided in Section 3.113.08. In no event shall any Servicer be required to make any Servicing Advance which would constitute a Nonrecoverable Advance. The costs incurred by the Servicersa Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties related to the Non-Designated Mortgage Loans and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balances of the related Non-Designated Mortgage Loans, notwithstanding that the terms of such Non-Designated Mortgage Loans so permit; provided, however, that the limitations contained in this sentence shall not apply to modifications made pursuant to Section 3.05(a). The relationship parties to this Agreement acknowledge that Servicing Advances shall be reimbursable pursuant to the terms of each this Agreement and agree that no Servicing Advance shall be rejected or disallowed by any party unless it has been shown that such Servicing Advance was not made in accordance with this Agreement. 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 servicing provisions contained in this Agreement shall supersede the servicing 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 successor GreenPoint Serviced Mortgage Loan by any Person shall be subject to the rights of GreenPoint to continue servicing such GreenPoint Serviced Mortgage Loan for the same Servicing Fee substantially in accordance with the terms of this Agreement and the purchase of any Servicer as servicer under Wells Fargo Serviced Mortgage Loan by any Person shall be subject to the rights of Wells Xxxxo to continue servicing such Wells Fargo Serviced Mortgage Loan for the same Sxxxxxing Fee substantially in accordance wxxx xhe terms of this Agreement. With respect to each Mortgage Loan, the related Servicer shall 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 by the Trustee, 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 under this Agreement is intended by and the parties Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to be that of an independent contractor and not that such assignment or re-recording of a joint venturerMortgage in the name of MERS, partner or agentsolely as nominee for the Trustee and its successors and assigns.

Servicers to Service Mortgage Loans. For and on behalf of the Certificateholders, the NMC each Servicer shall service and administer the NMC Mortgage Loans, the BAFSB Servicer shall service and administer the BAFSB related Mortgage Loans and the BANA Servicer shall service and administer the BAFSB Mortgage Loans, all in accordance with the terms of this Agreement, Customary with Accepted Servicing Procedures, Practices and with all applicable law requirements of the Servicing Criteria. The obligations of each of WFBNA and SPS hereunder to service and administer the Mortgage Loans shall be limited to the WFBNA Serviced Loans and the terms SPS Serviced Loans, respectively; and with respect to the duties and obligations of each Servicer, references herein to “Mortgage Loans” or related “Mortgage Loans” shall be limited to the WFBNA Serviced Loans (and the related proceeds thereof and related REO Properties), in the case of WFBNA and the SPS Serviced Loans (and the related proceeds thereof and related REO Properties), in the case of SPS, and in no event shall any Servicer have any responsibility or liability with respect to any of the other Mortgage Notes and MortgagesLoans. In connection with such servicing and administrationadministration of the Mortgage Loans, each Servicer shall have full power and authority, acting alone and/or through Subservicers as provided in Section 3.023.02 hereof, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration includingadministration, including but not limited to, the power and authority, subject to the terms hereof, hereof (ai) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (bii) to consent, with respect to the Mortgage Loans it services, consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (ciii) to collect any Insurance Proceeds, other Liquidation Proceeds and other Liquidation Proceeds relating to the Mortgage Loans it services, Recoveries and (div) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan, provided that a Servicer shall not take any action that is inconsistent with or prejudices the interests of the Trust Fund or the Certificateholders in any Mortgage Loan it servicesor the rights and interests of the Depositor, the Trustee or the Certificateholders under this Agreement. Each Servicer shall represent and protect the interests of the Trust Fund in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan Loan, and shall not make or permit any modification, waiver or amendment of any term Mortgage Loan which would cause any REMIC hereunder to fail to qualify as a REMIC or result in the imposition of any Mortgage Loan, except as provided pursuant to tax under Section 3.21860F(a) or Section 860G(d) of the Code. Without limiting the generality of the foregoing, each Servicer, in its own name or in the name of any Subservicer or the Depositor and the Trustee, in such Servicer’s full discretion, is hereby authorized and empowered by the Depositor and the Trustee and granted a limited power of attorney by the Trustee, when such Servicer or any Subservicer, as the case may be, believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, discharge and all other comparable instruments, with respect to the Mortgage Loans it servicesLoans, and with respect to the Mortgaged Properties-related Mortgaged Properties to such Mortgage Loans held for the benefit of the Certificateholders. Each Servicer shall prepare and deliver to the Depositor and/or the Trustee such documents requiring execution and delivery by either or both of them as are necessary or appropriate to enable such Servicer to service and administer the Mortgage Loans it services to the extent that 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, upon the direction of the related Servicer, Trustee shall promptly execute such documents and deliver them to the related such Servicer. In accordance with the standards of the preceding paragraph, each Servicer the Servicers shall advance or cause to be advanced funds as necessary for the purpose of effecting the payment of taxes and assessments on the Mortgaged Properties relating related to the Mortgage Loans it servicesLoans, which advances shall constitute Servicing Advances and shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.093.06, and further as provided in Section 3.113.09. The costs incurred by the Servicersa Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties related to the Mortgage Loans and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balances of the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. The relationship parties to this Agreement acknowledge that Servicing Advances shall be reimbursable pursuant to Section 3.09 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. With respect to the Mortgage Loans, the Servicer of such Mortgage Loans agrees that, with respect to the Mortgagors of such Mortgage Loans, such Servicer for each Mortgage Loan shall fully furnish, in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company on a monthly basis. 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 provisions contained in this Agreement shall supersede the provisions contained in such other servicing agreement, except that such other servicing agreement shall survive and govern with respect to excess servicing fees and termination without cause. Each Servicer is authorized and empowered by the Trustee, on behalf of the Certificateholders and the Trustee, in its own name or in the name of any successor Subservicer, when a Servicer or any Subservicer, as the case may be, believes it appropriate in its best judgment to register any Servicer Mortgage Loan on the MERS® System, or cause the removal from the registration of any Mortgage Loan on the MERS® System, to execute and deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as servicer under nominee for the Trustee and its successors and assigns. Notwithstanding anything in this Agreement to the contrary, the purchase of any WFBNA Serviced CORE Loan by any Person shall be subject to the rights of WFBNA to continue servicing such WFBNA Serviced CORE Loan for the same WFBNA Servicing Fee Rate substantially in accordance with the terms of this Agreement) to the Trustee under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent.

Servicers to Service Mortgage Loans. For and on behalf of the Certificateholders, the NMC each Servicer shall service and administer the NMC Mortgage Loans, the BAFSB Servicer shall service and administer the BAFSB Mortgage Loans and the BANA Servicer shall service and administer the BAFSB Mortgage Loans, all in accordance with the terms of this Agreement and with Accepted Servicing Practices. The obligations of each of Wilshire, Ocwen and IndyMac hereunder to service and administer the Mortgage Loans shall be limited to the Wilshire Serviced Loans, Ocwen Serviced Loans and IndyMac Serviced Loans, respectively; and with respect to the duties and obligations of each Servicer, references herein to the "Mortgage Loans" or "related Mortgage Loans" shall be limited to the Wilshire Serviced Loans (and the related proceeds thereof and related REO Properties), in the case Wilshire, the Ocwen Serviced Loans (and the related proceeds thereof and related REO Properties), in the case of Ocwen and the IndyMac Serviced Loans (and the related proceeds thereof and related REO Properties), in the case of IndyMac, and in no event shall any Servicer have any responsibility or liability with respect to any of the other Mortgage Loans. Notwithstanding anything in this Agreement, Customary Servicing Proceduresany Subservicing Agreement or the Credit Risk Management Agreement to the contrary, applicable law and neither Wilshire, Ocwen, nor IndyMac shall have any duty or obligation to enforce any Credit Risk Management Agreement or to supervise, monitor or oversee the terms activities of the Mortgage Notes and MortgagesCredit Risk Manager under its Credit Risk Management Agreement with respect to any action taken or not taken by Wilshire, Ocwen or IndyMac, as applicable, pursuant to a recommendation of the Credit Risk Manager. In connection with such servicing and administration, each Servicer shall have full power and authority, acting alone and/or through Subservicers as provided in Section 3.023.02 hereof, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration includingadministration, including but not limited to, the power and authority, subject to the terms hereof, hereof (ai) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (bii) to consent, with respect to the Mortgage Loans it services, consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (ciii) to collect any Insurance Proceeds and other Liquidation Proceeds relating to the Mortgage Loans it servicesProceeds, and (div) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that a Servicer shall not take any action that is materially inconsistent with or materially prejudices the interests of the Trust Fund or the Certificateholders in any Mortgage Loan it servicesor the rights and interests of the Depositor, the Trustee or the Certificateholders under this Agreement unless such action is specifically called for by the terms hereof. The Trustee will provide a limited power of attorney to each Servicer, prepared by each Servicer and reasonably acceptable to the Trustee, to permit each Servicer to act on behalf of the Trustee under this Agreement. Each Servicer hereby indemnifies the Trustee for all costs and expenses incurred by the Trustee in connection with the negligent or willful misuse of such power of attorney. Each Servicer shall represent and protect the interests of the Trust Fund in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan. Each Servicer further is hereby authorized and empowered in its own name or in the name of the Subservicer, when such Servicer or the Subservicer, as the case may be, believes it is appropriate in its best judgment to register any Mortgage Loan on the MERS(R) System, or cause the removal from the registration of any Mortgage Loan on the MERS(R) System, to execute and deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Trustee and its successors and assigns. Any reasonable expenses incurred in connection with the actions described in the preceding sentence or as a result of MERS discontinuing or becoming unable to continue operations in connection with the MERS(R) System, shall be reimbursable by the Trust Fund to such Servicer. Notwithstanding the foregoing, subject to Section 3.05(a), the Servicers shall not make or permit any modification, waiver or amendment of any term Mortgage Loan that would both constitute a sale or exchange of such Mortgage Loan within the meaning of Section 1001 of the Code and any proposed, temporary or final regulations promulgated thereunder (other than in connection with a proposed conveyance or assumption of such Mortgage Loan, except Loan that is treated as provided a Principal Prepayment in Full pursuant to Section 3.213.10 hereof) which would cause any of REMIC 1, REMIC 2, REMIC 3 or REMIC 4 to fail to qualify as a REMIC. Without limiting the generality of the foregoing, each Servicer, in its own name or in the name of any Subservicer or the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, when such Servicer or any Subservicer, as the case may be, believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, discharge and all other comparable instruments, with respect to the Mortgage Loans it servicesLoans, and with respect to the related Mortgaged Properties held for the benefit of the Certificateholders. Each Servicer shall prepare and deliver to the Depositor and/or the Trustee such documents requiring execution and delivery by either or both of them as are necessary or appropriate to enable such Servicer to service and administer the Mortgage Loans it services to the extent that such Servicer is not permitted to execute and deliver such documents pursuant to the preceding sentence. Upon receipt of such documentsdocuments and a written request signed by an authorized officer, the Depositor and/or the Trustee, upon the direction of the related Servicer, Trustee shall promptly execute such documents and deliver them to the related such Servicer. In accordance with the standards of the preceding paragraph, 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 any Mortgaged Properties relating Property (to the extent such Servicer has been notified that such taxes or assessments have not paid by the related Mortgagor or the owner or the servicer of the related First Mortgage Loans it servicesLoan), which Servicing Advances advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.093.06, and further as provided in Section 3.113.08; provided, however, that each Servicer shall be required to advance only to the extent that such advances, in the good faith judgment of such Servicer, will be recoverable by such Servicer out of Insurance Proceeds, Liquidation Proceeds, or otherwise out of the proceeds of the related Mortgage Loan; and provided, further, that such payments shall be advanced within such time period required to avoid the loss of the Mortgaged Property by foreclosure of a tax or other lien. The costs incurred by the Servicersa Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balances of the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. The relationship Subject to the provisions of the first paragraph of this Section, the Trustee shall execute, at the written request of a Servicer, and furnish to such Servicer and any Subservicer such documents as are necessary or appropriate to enable such Servicer or any Subservicer to carry out their servicing and administrative duties hereunder, and the Trustee hereby grants to each Servicer (and a power of attorney, to be completed in the form of Exhibit AA hereto, to carry out such duties. The Trustee shall not be liable for the actions of the Servicers or any successor Subservicers under such powers of attorney. If the Mortgage relating to any Servicer as servicer under this Agreement) a Mortgage Loan had a lien senior to the Trustee under this Agreement is intended by Mortgage Loan on the parties related Mortgaged Property as of the Cut-off Date, then the related Servicer, in such capacity, may consent to be the refinancing of the prior senior lien, provided that of an independent contractor and not that of a joint venturer, partner or agent.the following requirements are met:

Servicers to Service Mortgage Loans. For and on behalf of the Certificateholders, as independent contractors of the NMC Servicer Trust, (i) each Servicer, severally and not jointly, shall service and administer the NMC Mortgage Loans, the BAFSB Servicer shall service and administer the BAFSB related Non-Designated Mortgage Loans and the BANA Servicer shall service and administer the BAFSB Mortgage Loans, all 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, Customary Servicing Proceduresmaster 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 Servicer (other than WMMSC) according to the terms of this Agreement, applicable law (iii) the Master Servicer shall, in accordance with Section 3.22 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 and (iv) the Master Servicer shall, in accordance with Section 3.23 of this Agreement, master service and administer the National City Mortgage Notes Loans by overseeing and Mortgagesenforcing the servicing of the National City Mortgage Loans by National City according to the terms of the National City Servicing Agreement. The obligations of each of Fairbanks, GreenPoint, WFHM and WMMSC hereunder to service and administer the Mortgage Loans shall be limited to the Fairbanks Serviced Mortgage Loans, GreenPoint Serviced Mortgage Loans, WFHM 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 Fairbanks Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties) in the case of Fairbanks, GreenPoint Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties) in the case of GreenPoint, WFHM Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties) in the case of WFHM 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 Non-Designated Mortgage Loans shall be limited to the GreenPoint Serviced Mortgage Loans, the WFHM Serviced Mortgage Loans, the Fairbanks Serviced Mortgage Loans and the Special 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 WMMSC Serviced Mortgage Loans. In connection with such servicing and administrationadministration of the Non-Designated Mortgage Loans, the Master Servicer and each Servicer shall have full power and authority, acting alone and/or through Subservicers as provided in Section 3.023.02 hereof, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration includingadministration, including but not limited to, the power and authority, subject to the terms hereof, hereof (ai) to execute and deliver, on behalf of the Certificateholders and the TrusteeTrust, customary consents or waivers and other instruments and documents, (bii) to consent, with respect to the Mortgage Loans it services, consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (ciii) to collect any Insurance Proceeds and other Liquidation Proceeds relating to the Mortgage Loans it servicesProceeds, and (div) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that neither the Master Servicer nor a Servicer shall take any action that is inconsistent with or prejudices the interests of the Trust Fund or the Certificateholders in any Mortgage Loan it servicesor the rights and interests of the Depositor, the Trustee, the Trust Administrator or the Certificateholders under this Agreement. Each The Master Servicer and each Servicer shall represent and protect the interests of the Trust Fund in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan Loan, and shall not make or permit any modification, waiver or amendment of any term Mortgage Loan that would cause any REMIC created hereunder to fail to qualify as a REMIC or result in the imposition of any Mortgage Loan, except as provided pursuant to tax under Section 3.21860F(a) or Section 860G(d) of the Code. Without limiting the generality of the foregoing, the Master Servicer and each Servicer, in its own name or in the name of any Subservicer or the Depositor and the TrusteeTrust, is hereby authorized and empowered by the Depositor Depositor, the Trust and the TrusteeTrust Administrator, when the Master Servicer or such Servicer or any Subservicer, as the case may be, believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trust, the 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, discharge and all other comparable instruments, with respect to the Mortgage Loans it servicesLoans, and with respect to the related Mortgaged Properties held for the benefit of the Certificateholders. Each The Master Servicer and each Servicer shall prepare and deliver to the Depositor and/or the Trustee and/or the Trust Administrator such documents requiring execution and delivery by either or both of them as are necessary or appropriate to enable the Master Servicer or such Servicer to master service and administer or service and administer the Mortgage Loans it services 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, upon Trustee or the direction of the related Servicer, Trust Administrator shall promptly execute such documents and deliver them to the related Master Servicer or such Servicer. In accordance with the standards of the preceding paragraphfirst paragraph of this Section 3.01 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 relating related to the Non-Designated Mortgage Loans it servicesLoans, which advances constitute Servicing Advances and shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.093.06, and further as provided in Section 3.113.08. In no event will any Servicer be required to make any Servicing Advance which would constitute a Nonrecoverable Advance. The costs incurred by the Servicersa Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties related to the Non-Designated Mortgage Loans and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balances of the related Non-Designated Mortgage Loans, notwithstanding that the terms of such Non-Designated Mortgage Loans so permit. The relationship Each Servicer hereby acknowledges that, to the extent such Servicer has previously serviced some or all of each 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, (and of any successor to any Servicer as servicer under this Agreementi) to the Trustee under 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 and (ii) to the extent the Master Servicer or National City has previously serviced some or all of the National City Mortgage Loans pursuant to another servicing agreement, the provisions contained in the National City Servicing Agreement shall supersede the provisions contained in such other servicing agreement from and after the Closing Date . Notwithstanding anything to the contrary in this Agreement, with respect to any action which according to the terms of this Agreement is intended to be performed by the parties Master Servicer and the applicable Servicer, (i) if such action relates to a WMMSC Serviced Mortgage Loan, only WMMSC shall have an obligation to perform such action, and (ii) if such action relates to a Mortgage Loan which is not a WMMSC Serviced Mortgage Loan, the related Servicer shall have an obligation to perform such action, and the Master Servicer in its capacity as successor servicer shall also have an obligation to perform such action, but only if the related Servicer fails to do so. Notwithstanding anything in this Agreement to the contrary, (i) the purchase of any WMMSC Serviced Mortgage Loan by any Person shall be that subject to the rights of an independent contractor 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 GreenPoint Serviced Mortgage Loan by any Person shall be subject to the rights of GreenPoint to continue servicing such GreenPoint Serviced Mortgage Loan for the same servicing fee substantially in accordance with the terms of this Agreement and not that (iii) the purchase of any WFHM Serviced Mortgage Loan by any Person shall be subject to the rights of WFHM to continue servicing such WFHM Serviced Mortgage Loan for the same servicing fee substantially in accordance with the terms of this Agreement. With respect to each Mortgage Loan (other than with respect to the WMMSC Serviced Mortgage Loans), 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 joint venturermonthly basis. With respect to each WMMSC Serviced Mortgage Loan, partner or agentWMMSC 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.

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

Servicers to Service Mortgage Loans. For and on behalf of the Certificateholders, as independent contractors of the NMC Servicer Trust, (i) each Servicer, severally and not jointly, shall service and administer the NMC Mortgage Loans, the BAFSB Servicer shall service and administer the BAFSB related Non-Designated Mortgage Loans and the BANA Servicer shall service and administer the BAFSB Mortgage Loans, all 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, Customary Servicing Proceduresmaster service and administer the Non-Designated Mortgage Loans by overseeing and enforcing the servicing of the Non-Designated Mortgage Loans by the related Servicer according to the terms of this Agreement and (iii) the Master Servicer shall, applicable law in accordance with the Section 3.22 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, JPMorgan and Ocwen hereunder to service and administer the Mortgage Notes Loans shall be limited to the SPS Serviced Mortgage Loans, the Xxxxx Fargo Serviced Mortgage Loans, the JPMorgan Serviced Mortgage Loans and Mortgagesthe Ocwen 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 JPMorgan Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties) in the case of JPMorgan, and the Ocwen Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties) in the case of Ocwen, 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 Non-Designated Mortgage Loans shall be limited to the Xxxxx Fargo Serviced Mortgage Loans, the SPS Serviced Mortgage Loans, the JPMorgan Serviced Mortgage Loans, the Ocwen Serviced Mortgage Loans and the Special Serviced Mortgage Loans. In connection with such servicing and administrationadministration of the Non-Designated Mortgage Loans, the Master Servicer and each Servicer shall have full power and authority, acting alone and/or through Subservicers as provided in Section 3.023.02 hereof, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration includingadministration, including but not limited to, the power and authority, subject to the terms hereof, hereof (ai) to execute and deliver, on behalf of the Certificateholders and the TrusteeTrust, customary consents or waivers and other instruments and documents, (bii) to consent, with respect to the Mortgage Loans it services, consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (ciii) to collect any Insurance Proceeds and other Liquidation Proceeds relating to the Mortgage Loans it servicesProceeds, and (div) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided, that neither the Master Servicer nor a Servicer shall take any action that is inconsistent with or prejudices the interests of the Trust Fund or the Certificateholders in any Mortgage Loan it servicesor the rights and interests of the Depositor, the Trustee, the Trust Administrator or the Certificateholders under this Agreement. Each The Master Servicer and each Servicer shall represent and protect the interests of the Trust Fund in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan Loan, and shall not make or permit any modification, waiver or amendment of any term Mortgage Loan that would cause any REMIC created hereunder to fail to qualify as a REMIC or result in the imposition of any Mortgage Loan, except as provided pursuant to tax under Section 3.21860F(a) or Section 860G(d) of the Code. Without limiting the generality of the foregoing, the Master Servicer and each Servicer, in its own name or in the name of any Subservicer or the Depositor and the TrusteeTrust, is hereby authorized and empowered by the Depositor Depositor, the Trust and the TrusteeTrust Administrator, when the Master Servicer or such Servicer or any Subservicer, as the case may be, believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trust, the 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, discharge and all other comparable instruments, with respect to the Mortgage Loans it servicesLoans, and with respect to the related Mortgaged Properties held for the benefit of the Certificateholders. Each The Master Servicer and each Servicer shall prepare and deliver to the Depositor and/or the Trustee and/or the Trust Administrator such documents requiring execution and delivery by either or both of them as are necessary or appropriate to enable the Master Servicer or such Servicer to master service and administer or service and administer the Mortgage Loans it services 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, upon Trustee or the direction of the related Servicer, Trust Administrator shall promptly execute such documents and deliver them to the related Master Servicer or such Servicer. In accordance with the standards of the preceding paragraphfirst paragraph of this Section 3.01 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 relating related to the Non-Designated Mortgage Loans it servicesLoans, which advances constitute Servicing Advances and shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.093.06, and further as provided in Section 3.113.08. In no event will any Servicer be required to make any Servicing Advance which would constitute a Nonrecoverable Advance. The costs incurred by the Servicersa Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties related to the Non-Designated Mortgage Loans and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balances of the related Non-Designated Mortgage Loans, notwithstanding that the terms of such Non-Designated Mortgage Loans so permit. The relationship parties to this Agreement acknowledge that Servicing Advances shall be reimbursable pursuant to the terms of each this Agreement and agree that no Servicing Advance shall be rejected or disallowed by any party unless it has been shown that such Servicing Advance was not made in accordance with this Agreement. 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 servicing provisions contained in this Agreement shall supersede the servicing 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 successor Xxxxx Fargo Serviced Mortgage Loan by any Person shall be subject to any Servicer as servicer under the rights of Xxxxx Fargo to continue servicing such Xxxxx Fargo Serviced Mortgage Loan for the same Servicing Fee substantially in accordance with the terms of this Agreement. With respect to each Mortgage Loan, 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 by the Trustee, 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 under this Agreement is intended by and the parties Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to be that of an independent contractor and not that such assignment or re-recording of a joint venturerMortgage in the name of MERS, partner or agentsolely as nominee for the Trustee and its successors and assigns.

Servicers to Service Mortgage Loans. For and on behalf of the Certificateholders, the NMC Servicer Servicers shall service and administer the NMC Mortgage Loans, the BAFSB Servicer shall service and administer the BAFSB related Mortgage Loans and the BANA Servicer shall service and administer the BAFSB Mortgage Loans, all in accordance with the terms of this Agreement, Customary Accepted Servicing Procedures, applicable law and the terms of the Mortgage Notes and MortgagesPractices. In connection with such servicing and administration, each Servicer the Servicers shall have full power and authority, acting alone and/or through Subservicers subservicers as provided in Section 3.023.02 hereof, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration includingadministration, including but not limited to, the power and authority, subject to the terms hereof, hereof (ai) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (bii) to consent, with respect to the Mortgage Loans it services, consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (ciii) to collect any Insurance Proceeds and other Liquidation Proceeds relating to the Mortgage Loans it services, and (div) subject to Section 3.12(a), to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that, subject to Section 6.03, the Servicers shall not take any action that is inconsistent with or prejudices the interests of the Trust Fund or the Certificateholders in any Mortgage Loan serviced by it servicesunder this Agreement or the rights and interests of the other parties to this Agreement except as otherwise required by this Agreement or by law. Each Servicer Notwithstanding anything in this Agreement to the contrary, the Servicers shall not make or permit any modification, waiver or amendment of any term of any Mortgage Loan which would cause any of the REMICs provided for herein to fail to qualify as a REMIC or result in the imposition of any tax under Section 860G(a) or 860G(d) of the Code. The Servicers shall represent and protect the interests interest of the Trust Fund in the same manner as it currently protects its own interests interest in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan and shall not make or permit any modification, waiver or amendment of any term of any Mortgage Loan, except as but in any case not in any manner that is a lesser standard than that provided pursuant to in the first sentence of this Section 3.213.01. Without limiting the generality of the foregoing, each Servicer, in its own name or in the name of any Subservicer or the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, when such Servicer or any Subservicer, as the case may be, believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, subordinations and all other comparable instruments, with respect to the Mortgage Loans it servicesLoans, and with respect to the related Mortgaged Properties held for the benefit of the Certificateholders. Each Servicer Servicers shall prepare and deliver to the Depositor Depositor, the Securities Administrator and/or the Trustee such documents requiring execution and delivery by either any or both all of them as are necessary or appropriate to enable such Servicer to service and administer the Mortgage Loans it services Loans, to the extent that such Servicer is not permitted to execute and deliver such documents pursuant to the preceding sentence. Upon receipt of such documents, the Depositor Depositor, the Securities Administrator and/or the Trustee, upon the direction of the related Servicer, Trustee shall promptly execute such documents and deliver them to the related such Servicer. In accordance For purposes of this Section 3.01, the Trustee hereby grants to each Servicer a limited power of attorney to execute and file any and all documents necessary to fulfill the obligations of each Servicer under this Section 3.01. The Servicers shall not be required to make any Servicing Advance with the standards respect to a Mortgage Loan that is 150 days or more delinquent. The Servicers shall have at least 30 days' notice of the preceding paragraphappointment of a NIMs Insurer prior to being required to deliver any notices pursuant to this Agreement to such NIMs Insurer. The Servicers shall deliver a list of Servicing Officers to the Master Servicer and the Trustee by the Closing Date. The Servicers will transmit full-file credit reporting data for each Mortgage Loan pursuant to Xxxxxx Xxx Guide Announcement 97-02 and for each Mortgage Loan, each Servicer agrees that it shall advance report one of the following statuses each month as follows: current, delinquent (30-, 60-, 90-days, etc.), foreclosed or charged-off. Each Servicer is further authorized and empowered by the Trustee, on behalf of the Certificateholders and the Trustee, in its own name or in the name of the Sub-Servicer, when such Servicer or the Sub-Servicer, as the case may be, believes it is appropriate in its best judgment to register any Mortgage Loan on the MERS System, or cause the removal from the registration of any Mortgage Loan on the MERS System, to be advanced funds execute and deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as necessary nominee for the purpose Trustee and its successors and assigns. Any reasonable expenses incurred in connection with the actions described in the preceding sentence or as a result of effecting MERS discontinuing or becoming unable to continue operations in connection with the payment MERS System, shall be subject to withdrawal by the related Servicer from the related Collection Account (provided that such expenses constitute "unanticipated expenses" within the meaning of taxes and assessments on Treasury Regulation Section 1.860G-1(b)(3)(ii)). With respect to any Mortgage Loan, the Mortgaged Properties related Servicer may consent to the refinancing of the prior senior lien relating to the such Mortgage Loans it servicesLoan, which Servicing Advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.09, and further as provided in Section 3.11. The costs incurred by the Servicers, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balances of the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. The relationship of each Servicer (and of any successor to any Servicer as servicer under this Agreement) to the Trustee under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent.following requirements are met:

Servicers to Service Mortgage Loans. For and on behalf of the Certificateholders, the NMC Xxxxx Fargo (or any successor Servicer thereto) shall service and administer the NMC Xxxxx Fargo Mortgage Loans, the BAFSB and National City (or any successor Servicer thereto) shall service and administer the BAFSB Mortgage Loans and the BANA Servicer shall service and administer the BAFSB National City Mortgage Loans, all in each case, including without limitation, any powers of attorney, in accordance with Accepted Servicing Practices, all applicable requirements of the terms of this Agreement, Customary Servicing ProceduresCriteria, applicable law and the terms of the related Mortgage Notes and Mortgages. In connection with such servicing and administration, each Servicer shall have full power and authority, acting alone and/or through Subservicers subservicers as provided in Section 3.023.02 hereof, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration includingadministration, including but not limited to, the power and authority, subject to the terms hereof, hereof (ai) to execute and deliver, with respect to the Mortgage Loans it services, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (bii) to consent, with respect to the Mortgage Loans it services, to transfers of any Mortgaged Property (or the stock allocated to a dwelling unit related to a Co-op Loan) and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (ciii) to collect any Insurance Proceeds and other Liquidation Proceeds relating to the Mortgage Loans it services, services and (div) subject to Section 3.12(a), to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property (or the stock allocated to a dwelling unit related to a Co-op Loan) securing any Mortgage Loan it services; provided that, subject to Section 6.03, neither Servicer shall take any action that is inconsistent with or prejudices the interests of the Trust Fund or the Certificateholders in any Mortgage Loan serviced by it under this Agreement or the rights and interests of the other parties to this Agreement except as otherwise required by this Agreement or by law. Each Neither Servicer shall make or permit any modification, waiver or amendment of any term of any Mortgage Loan which would cause any of the REMICs provided for herein to fail to qualify as a REMIC or result in the imposition of any tax under Section 860G(a) or 860G(d) of the Code. Subject to Section 6.03, each Servicer shall represent and protect the interests interest of the Trust Fund in the same manner as it currently protects its own interests interest in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan and shall not make or permit any modification, waiver or amendment of any term of any Mortgage Loan, except as but in any case not in any manner that is a lesser standard than that provided pursuant to in the first sentence of this Section 3.213.01. Without limiting the generality of the foregoing, each Servicer, in its own name or in the name of any Subservicer or the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, when such the Servicer or any Subservicer, as the case may be, believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, subordinations and all other comparable instruments, with respect to the Mortgage Loans it services, and with respect to the related Mortgaged Properties held for the benefit of the Certificateholders. Each Servicer shall prepare and deliver to the Depositor and/or and the Trustee such documents requiring execution and delivery by either any or both all of them as are necessary or appropriate to enable such the Servicer to service and administer the Mortgage Loans it services to the extent that such Servicer is not permitted to execute and deliver such documents pursuant to the preceding sentenceLoans, including without limitation, any powers of attorney. Upon receipt of such documents, the Depositor and/or and the Trustee, upon the direction of the related Servicer, Trustee shall promptly execute such documents and deliver them to the related applicable Servicer. In accordance For purposes of this Section 3.01, the Trustee hereby grants to each Servicer, with the standards of the preceding paragraph, 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 relating respect to the Mortgage Loans it services, which Servicing Advances shall be reimbursable in a limited power of attorney to execute and file any and all documents necessary to fulfill the first instance from related collections from the Mortgagors pursuant to Section 3.09, and further as provided in Section 3.11. The costs incurred by the Servicers, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balances of the related Mortgage Loans, notwithstanding that the terms obligations of such Mortgage Loans so permit. The relationship of each Servicer (and of any successor to any Servicer as servicer under this Agreement) to the Trustee under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agentSection 3.01.

Servicers to Service Mortgage Loans. For and on behalf of the Certificateholders, the NMC each Servicer shall service and administer the NMC Mortgage Loans, the BAFSB Servicer shall service and administer the BAFSB related Mortgage Loans and the BANA Servicer shall service and administer the BAFSB Mortgage Loans, all in accordance with the terms of this AgreementAgreement and with Accepted Servicing Practices; provided, Customary however, that on and after January 1, 2006, each Servicer also shall service and administer the related Mortgage Loans in accordance with all applicable requirements of the Servicing Procedures, applicable law Criteria. The obligations of each of WFBNA and SPS hereunder to service and administer the Mortgage Loans shall be limited to the WFBNA Serviced Loans and the terms SPS Serviced Loans, respectively; and with respect to the duties and obligations of each Servicer, references herein to “Mortgage Loans” or related “Mortgage Loans” shall be limited to the WFBNA Serviced Loans (and the related proceeds thereof and related REO Properties), in the case of WFBNA and the SPS Serviced Loans (and the related proceeds thereof and related REO Properties), in the case of SPS, and in no event shall any Servicer have any responsibility or liability with respect to any of the other Mortgage Notes and MortgagesLoans. In connection with such servicing and administrationadministration of the Mortgage Loans, each Servicer shall have full power and authority, acting alone and/or through Subservicers as provided in Section 3.023.02 hereof, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration includingadministration, including but not limited to, the power and authority, subject to the terms hereof, hereof (ai) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (bii) to consent, with respect to the Mortgage Loans it services, consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (ciii) to collect any Insurance Proceeds, other Liquidation Proceeds and other Liquidation Proceeds relating to the Mortgage Loans it services, Recoveries and (div) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan, provided that a Servicer shall not take any action that is inconsistent with or prejudices the interests of the Trust Fund or the Certificateholders in any Mortgage Loan it servicesor the rights and interests of the Depositor, the Trustee or the Certificateholders under this Agreement. Each Servicer shall represent and protect the interests of the Trust Fund in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan Loan, and shall not make or permit any modification, waiver or amendment of any term Mortgage Loan which would cause any REMIC hereunder to fail to qualify as a REMIC or result in the imposition of any Mortgage Loan, except as provided pursuant to tax under Section 3.21860F(a) or Section 860G(d) of the Code. Without limiting the generality of the foregoing, each Servicer, in its own name or in the name of any Subservicer or the Depositor and the Trustee, in such Servicer’s full discretion, is hereby authorized and empowered by the Depositor and the Trustee and granted a limited power of attorney by the Trustee, when such Servicer or any Subservicer, as the case may be, believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, discharge and all other comparable instruments, with respect to the Mortgage Loans it servicesLoans, and with respect to the Mortgaged Properties-related Mortgaged Properties to such Mortgage Loans held for the benefit of the Certificateholders. Each Servicer shall prepare and deliver to the Depositor and/or the Trustee such documents requiring execution and delivery by either or both of them as are necessary or appropriate to enable such Servicer to service and administer the Mortgage Loans it services to the extent that 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, upon the direction of the related Servicer, Trustee shall promptly execute such documents and deliver them to the related such Servicer. In accordance with the standards of the preceding paragraph, each Servicer the Servicers shall advance or cause to be advanced funds as necessary for the purpose of effecting the payment of taxes and assessments on the Mortgaged Properties relating related to the Mortgage Loans it servicesLoans, which advances shall constitute Servicing Advances and shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.093.06, and further as provided in Section 3.113.09. The costs incurred by the Servicersa Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties related to the Mortgage Loans and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balances of the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. The relationship parties to this Agreement acknowledge that Servicing Advances shall be reimbursable pursuant to Section 3.09 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. With respect to the Mortgage Loans, the Servicer of such Mortgage Loans agrees that, with respect to the Mortgagors of such Mortgage Loans, such Servicer for each Mortgage Loan shall fully furnish, in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company on a monthly basis. 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 provisions contained in this Agreement shall supersede the provisions contained in such other servicing agreement, except that such other servicing agreement shall survive and govern with respect to excess servicing fees and termination without cause. Each Servicer is authorized and empowered by the Trustee, on behalf of the Certificateholders and the Trustee, in its own name or in the name of any successor Subservicer, when a Servicer or any Subservicer, as the case may be, believes it appropriate in its best judgment to register any Servicer Mortgage Loan on the MERS® System, or cause the removal from the registration of any Mortgage Loan on the MERS® System, to execute and deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as servicer under nominee for the Trustee and its successors and assigns. Notwithstanding anything in this Agreement to the contrary, the purchase of any WFBNA Serviced CORE Loan by any Person shall be subject to the rights of WFBNA to continue servicing such WFBNA Serviced CORE Loan for the same WFBNA Servicing Fee Rate substantially in accordance with the terms of this Agreement) to the Trustee under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent.

Servicers to Service Mortgage Loans. For and on behalf of the Certificateholders, as independent contractors of the NMC Servicer Trustee, each Servicer, severally and not jointly, shall service and administer the NMC Mortgage Loans, the BAFSB Servicer shall service and administer the BAFSB Mortgage Loans and the BANA Servicer shall service and administer the BAFSB Mortgage Loans, all in accordance with the terms of this AgreementAgreement and with Accepted Servicing Practices. The obligations of each of WMMSC, Customary Servicing ProceduresGreenPoint, applicable law RBMG and Olympus hereunder to service and administer the Mortgage Loans shall be limited to the WMMSC Serviced Mortgage Loans, the GreenPoint Serviced Mortgage Loans, RBMG Serviced Mortgage Loans and the terms Olympus 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 WMMSC Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties), in the case of WMMSC, the GreenPoint Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties), in the case of GreenPoint, the RBMG Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties), in the case of RBMG, and the Olympus Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties) in the case of Olympus; and in no event shall any Servicer have any responsibility or liability with respect to any of the other Mortgage Notes and MortgagesLoans. In connection with such servicing and administration, each Servicer shall have full power and authority, acting alone and/or through Subservicers Sub-Servicers as provided in Section 3.023.02 hereof, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration includingadministration, including but not limited to, the power and authority, subject to the terms hereof, hereof (ai) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (bii) to consent, with respect to the Mortgage Loans it services, consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (ciii) to collect any Insurance Proceeds and other Liquidation Proceeds relating to the Mortgage Loans it servicesProceeds, and (div) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that a Servicer shall not take any action that is inconsistent with or prejudices the interests of the Trust Fund or the Certificateholders in any Mortgage Loan it servicesor the rights and interests of the Depositor, the Trustee or the Certificateholders under this Agreement. Each Servicer shall represent and protect the interests of the Trust Fund in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan Loan, and shall not make or permit any modification, waiver or amendment of any term Mortgage Loan which would cause any REMIC created hereunder to fail to qualify as a REMIC or result in the imposition of any Mortgage Loan, except as provided pursuant to tax under Section 3.21860F(a) or Section 860G(d) of the Code. Without limiting the generality of the foregoing, each Servicer, in its own name or in the name of any Subservicer or the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, when such Servicer or any Subservicer, as the case may be, believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, discharge and all other comparable instruments, with respect to the Mortgage Loans it servicesLoans, and with respect to the related Mortgaged Properties held for the benefit of the Certificateholders. Each Servicer shall prepare and deliver to the Depositor and/or the Trustee such documents requiring execution and delivery by either or both of them as are necessary or appropriate to enable such Servicer to service and administer the Mortgage Loans it services to the extent that 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, upon the direction of the related Servicer, Trustee shall promptly execute such documents and deliver them to the related such Servicer. In accordance with the standards of the preceding paragraphparagraph 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 relating to the Mortgage Loans it servicesProperties, which Servicing Advances advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.093.06, and further as provided in Section 3.113.08. The costs incurred by the Servicersa Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balances of the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. The relationship Each Servicer hereby acknowledges that, to the extent such Servicer has previously serviced some or all of each Servicer (the 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. Notwithstanding anything in this Agreement to the contrary, the purchase of any successor WMMSC Serviced Loan by any Person shall be subject to any Servicer as servicer under the rights of WMMSC to continue servicing such WMMSC Serviced Loan for the same Servicing Fee substantially in accordance with the terms of this Agreement) to the Trustee under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent.

Servicers to Service Mortgage Loans. For and on behalf of the Certificateholders, the NMC each Servicer shall service and administer the NMC Mortgage Loans, the BAFSB Servicer shall service and administer the BAFSB Mortgage Loans and the BANA Servicer shall service and administer the BAFSB Mortgage Loans, all in accordance with the terms of this Agreement and with Accepted Servicing Practices. The obligations of each of Wilshire, Ocwen and SPS hereunder to service and administer the Mortgage Loans shall be limited to the Wilshire Serviced Loans, Ocwen Serviced Loans and SPS Serviced Loans, respectively; and with respect to the duties and obligations of each Servicer, references herein to the “Mortgage Loans” or “related Mortgage Loans” shall be limited to the Wilshire Serviced Loans (and the related proceeds thereof and related REO Properties), in the case Wilshire, the Ocwen Serviced Loans (and the related proceeds thereof and related REO Properties), in the case of Ocwen and the SPS Serviced Loans (and the related proceeds thereof and related REO Properties), in the case of SPS, and in no event shall any Servicer have any responsibility or liability with respect to any of the other Mortgage Loans. Notwithstanding anything in this Agreement, Customary Servicing Proceduresany Subservicing Agreement or the Credit Risk Management Agreement to the contrary, applicable law and neither Wilshire, Ocwen nor SPS shall have any duty or obligation to enforce any Credit Risk Management Agreement to which it is not a party, nor to supervise, monitor or oversee the terms activities of the Mortgage Notes and Mortgages. Credit Risk Manager under any other Credit Risk Management Agreement with respect to any action taken or not taken by Wilshire, Ocwen or SPS, as applicable, pursuant to a recommendation of the Credit Risk Manager In connection with such servicing and administration, each Servicer shall have full power and authority, acting alone and/or through Subservicers as provided in Section 3.023.02 hereof, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration includingadministration, including but not limited to, the power and authority, subject to the terms hereof, hereof (ai) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (bii) to consent, with respect to the Mortgage Loans it services, consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (ciii) to collect any Insurance Proceeds and other Liquidation Proceeds relating to the Mortgage Loans it servicesProceeds, and (div) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that a Servicer shall not take any action that is materially inconsistent with or materially prejudices the interests of the Trust Fund or the Certificateholders in any Mortgage Loan it servicesor the rights and interests of the Depositor, the Trustee or the Certificateholders under this Agreement unless such action is specifically called for by the terms hereof. The Trustee will provide a limited power of attorney to each Servicer, prepared by each Servicer and reasonably acceptable to the Trustee, to permit each Servicer to act on behalf of the Trustee under this Agreement. Each Servicer hereby indemnifies the Trustee for all costs and expenses incurred by the Trustee in connection with the negligent or willful misuse of such power of attorney. Each Servicer shall represent and protect the interests of the Trust Fund in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan. Each Servicer further is hereby authorized and empowered in its own name or in the name of the Subservicer, when such Servicer or the Subservicer, as the case may be, believes it is appropriate in its best judgment to register any Mortgage Loan on the MERS® System, or cause the removal from the registration of any Mortgage Loan on the MERS® System, to execute and deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Trustee and its successors and assigns. Any reasonable expenses incurred in connection with the actions described in the preceding sentence or as a result of MERS discontinuing or becoming unable to continue operations in connection with the MERS® System, shall be reimbursable by the Trust Fund to such Servicer. Notwithstanding the foregoing, subject to Section 3.05(a), the Servicers shall not make or permit any modification, waiver or amendment of any term Mortgage Loan that would both constitute a sale or exchange of such Mortgage Loan within the meaning of Section 1001 of the Code and any proposed, temporary or final regulations promulgated thereunder (other than in connection with a proposed conveyance or assumption of such Mortgage Loan, except Loan that is treated as provided a Principal Prepayment in Full pursuant to Section 3.213.10 hereof) which would cause any of REMIC 1, REMIC 2, REMIC 3 or REMIC 4 to fail to qualify as a REMIC. Without limiting the generality of the foregoing, each Servicer, in its own name or in the name of any Subservicer or the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, when such Servicer or any Subservicer, as the case may be, believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, discharge and all other comparable instruments, with respect to the Mortgage Loans it servicesLoans, and with respect to the related Mortgaged Properties held for the benefit of the Certificateholders. Each Servicer shall prepare and deliver to the Depositor and/or the Trustee such documents requiring execution and delivery by either or both of them as are necessary or appropriate to enable such Servicer to service and administer the Mortgage Loans it services to the extent that such Servicer is not permitted to execute and deliver such documents pursuant to the preceding sentence. Upon receipt of such documentsdocuments and a written request signed by an authorized officer, the Depositor and/or the Trustee, upon the direction of the related Servicer, Trustee shall promptly execute such documents and deliver them to the related such Servicer. In accordance with the standards of the preceding paragraph, 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 any Mortgaged Properties relating Property (to the extent such Servicer has been notified that such taxes or assessments have not paid by the related Mortgagor or the owner or the servicer of the related First Mortgage Loans it servicesLoan), which Servicing Advances advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.093.06, and further as provided in Section 3.113.08; provided, however, that each Servicer shall be required to advance only to the extent that such advances, in the good faith judgment of such Servicer, will be recoverable by such Servicer out of Insurance Proceeds, Liquidation Proceeds, or otherwise out of the proceeds of the related Mortgage Loan; and provided, further, that such payments shall be advanced within such time period required to avoid the loss of the Mortgaged Property by foreclosure of a tax or other lien. The costs incurred by the Servicersa Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balances of the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. The relationship Subject to the provisions of the first paragraph of this Section, the Trustee shall execute, at the written request of a Servicer, and furnish to such Servicer and any Subservicer such documents as are necessary or appropriate to enable such Servicer or any Subservicer to carry out their servicing and administrative duties hereunder, and the Trustee hereby grants to each Servicer (and a power of attorney, to be completed in the form of Exhibit AA hereto, to carry out such duties. The Trustee shall not be liable for the actions of the Servicers or any successor Subservicers under such powers of attorney. If the Mortgage relating to any Servicer as servicer under this Agreement) a Mortgage Loan had a lien senior to the Trustee under this Agreement is intended by Mortgage Loan on the parties related Mortgaged Property as of the Cut-off Date, then the related Servicer, in such capacity, may consent to be the refinancing of the prior senior lien, provided that of an independent contractor and not that of a joint venturer, partner or agent.the following requirements are met:

Servicers to Service Mortgage Loans. For and on behalf of the Certificateholders, as independent contractors of the NMC Servicer Trust, (i) each Servicer, severally and not jointly, shall service and administer the NMC Mortgage Loans, the BAFSB Servicer shall service and administer the BAFSB related Non-Designated Mortgage Loans and the BANA Servicer shall service and administer the BAFSB Mortgage Loans, all 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, Customary Servicing Proceduresmaster 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 (other than the WMMSC Serviced Mortgage Loans) by the related Servicer (other than WMMSC) according to the terms of this Agreement and (iii) the Master Servicer shall, applicable law 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 GreenPoint, SPS, Xxxxx Fargo, WMMSC, Bank of America and UMS hereunder to service and administer the Mortgage Notes Loans shall be limited to the GreenPoint Serviced Mortgage Loans, the SPS Serviced Mortgage Loans, the Xxxxx Fargo Serviced Mortgage Loans, the WMMSC Serviced Mortgage Loans, the Bank of America Serviced Mortgage Loans, and Mortgagesthe 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 GreenPoint Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties) in the case of GreenPoint, 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 WMMSC Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties) in the case of WMMSC, 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 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 GreenPoint Serviced Mortgage Loans, the SPS Serviced Mortgage Loans, the Xxxxx Fargo Serviced Mortgage Loans, the Bank of America Serviced Mortgage Loans, the UMS Serviced Mortgage Loans, the Special 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 administrationadministration of the Non-Designated Mortgage Loans, the Master Servicer and each Servicer shall have full power and authority, acting alone and/or through Subservicers Sub-Servicers as provided in Section 3.02, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration includingadministration, including but not limited to, the power and authority, subject to the terms hereof, hereof (ai) to execute and deliver, on behalf of the Certificateholders and the TrusteeTrust, customary consents or waivers and other instruments and documents, (bii) to consent, with respect to the Mortgage Loans it services, consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (ciii) to collect any Insurance Proceeds and other Liquidation Proceeds relating to the Mortgage Loans it servicesProceeds, and (div) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided, that neither the Master Servicer nor a Servicer shall take any action that is inconsistent with or prejudices the interests of the Trust Fund or the Certificateholders in any Mortgage Loan it servicesor the rights and interests of the Depositor, the Trustee, the Trust Administrator or the Certificateholders under this Agreement. Each The Master Servicer and each Servicer shall represent and protect the interests of the Trust Fund in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan Loan, and shall not make or permit any modification, waiver or amendment of any term Mortgage Loan that would cause any REMIC created hereunder to fail to qualify as a REMIC or result in the imposition of any Mortgage Loan, except as provided pursuant to tax under Section 3.21860F(a) or Section 860G(d) of the Code. Without limiting the generality of the foregoing, the Master Servicer and each Servicer, in its own name or in the name of any Subservicer or the Depositor and the TrusteeTrust, is hereby authorized and empowered by the Depositor Depositor, the Trust and the TrusteeTrust Administrator, when the Master Servicer or such Servicer or any Subservicer, as the case may be, believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trust, the 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, discharge and all other comparable instruments, with respect to the Mortgage Loans it servicesLoans, and with respect to the related Mortgaged Properties held for the benefit of the Certificateholders. Each The Master Servicer and each Servicer shall prepare and deliver to the Depositor and/or the Trustee and/or the Trust Administrator such documents requiring execution and delivery by either or both of them as are necessary or appropriate to enable the Master Servicer or such Servicer to master service and administer or service and administer the Mortgage Loans it services 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, upon Trustee or the direction of the related Servicer, Trust Administrator shall promptly execute such documents and deliver them to the related Master Servicer or such Servicer. In accordance with the standards of the preceding paragraphfirst paragraph of this Section 3.01 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 relating related to the Non-Designated Mortgage Loans it servicesLoans, which advances constitute Servicing Advances and shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.093.06, and further as provided in Section 3.113.08. In no event shall any Servicer be required to make any Servicing Advance which would constitute a Nonrecoverable Advance. The costs incurred by the Servicersa Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties related to the Non-Designated Mortgage Loans and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balances of the related Non-Designated Mortgage Loans, notwithstanding that the terms of such Non-Designated Mortgage Loans so permit; provided, however, that the limitations contained in this sentence shall not apply to modifications made pursuant to Section 3.05(a). The relationship parties to this Agreement acknowledge that Servicing Advances shall be reimbursable pursuant to the terms of this Agreement and agree that no Servicing Advance shall be rejected or disallowed by any party unless it has been shown that such Servicing Advance was not made in accordance with this Agreement. 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 servicing provisions contained in this Agreement shall supersede the servicing 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 Mortgage Loan by any Person shall be subject to, and shall in no way adversely affect, the rights of the owner of the servicing rights related to such Mortgage Loan. With respect to each Mortgage Loan, the related Servicer (other than WMMSC) shall 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 acceptable by Xxxxxx Xxx or Xxxxxxx Mac. 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 by the Trustee, on behalf of the Certificateholders and the Trustee, in its own name or in the name of any successor Sub-Servicer, when a Servicer or any Sub-Servicer, as the case may be, believes it appropriate in its best judgment to register any Servicer as servicer under this Agreement) 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 under this Agreement is intended by and the parties Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to be that of an independent contractor and not that such assignment or re-recording of a joint venturerMortgage in the name of MERS, partner or agentsolely as nominee for the Trustee and its successors and assigns.

Servicers to Service Mortgage Loans. For and on behalf of the Certificateholders, the NMC each Servicer shall service and administer the NMC Mortgage Loans, the BAFSB Servicer shall service and administer the BAFSB Mortgage Loans and the BANA Servicer shall service and administer the BAFSB Mortgage Loans, all in accordance with the terms of this Agreement and with Accepted Servicing Practices. The obligations of each of SPS and Ocwen hereunder to service and administer the Mortgage Loans shall be limited to the SPS Serviced Loans and Ocwen Serviced Loans, respectively; and with respect to the duties and obligations of each Servicer, references herein to the “Mortgage Loans” or “related Mortgage Loans” shall be limited to the the SPS Serviced Loans (and the related proceeds thereof and related REO Properties), in the case of SPS and the Ocwen Serviced Loans (and the related proceeds thereof and related REO Properties), in the case of Ocwen, and in no event shall any Servicer have any responsibility or liability with respect to any of the other Mortgage Loans. Notwithstanding anything in this Agreement, Customary Servicing Proceduresany Subservicing Agreement or the Credit Risk Management Agreement to the contrary, applicable law and neither SPS nor Ocwen shall have any duty or obligation to enforce any Credit Risk Management Agreement to which it is not a party, nor to supervise, monitor or oversee the terms activities of the Credit Risk Manager under any other Credit Risk Management Agreement with respect to any action taken or not taken by SPS or Ocwen, as applicable, pursuant to a recommendation of the Credit Risk Manager. The only obligation of SPS as Master Servicer is to approve Mortgage Notes and MortgagesLoan modifications proposed by the Servicers in accordance with Section 3.05(a). SPS, in its capacity as Master Servicer, shall not have (i) any duty or obligation to supervise, monitor or oversee the servicing activities of any Servicer (other than with respect to the approval of loan modifications) or (ii) any other remittance or reporting obligations typically performed by a Master Servicer in similar transactions. In connection with such servicing and administration, each Servicer shall have full power and authority, acting alone and/or through Subservicers as provided in Section 3.023.02 hereof, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration includingadministration, including but not limited to, the power and authority, subject to the terms hereof, hereof (ai) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (bii) to consent, with respect to the Mortgage Loans it services, consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (ciii) to collect any Insurance Proceeds and other Liquidation Proceeds relating to the Mortgage Loans it servicesProceeds, and (div) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that a Servicer shall not take any action that is materially inconsistent with or materially prejudices the interests of the Trust Fund or the Certificateholders in any Mortgage Loan it servicesor the rights and interests of the Depositor, the Trustee or the Certificateholders under this Agreement unless such action is specifically called for by the terms hereof. The Trustee will provide a limited power of attorney to each Servicer, prepared by each Servicer and reasonably acceptable to the Trustee, to permit each Servicer to act on behalf of the Trustee under this Agreement. Each Servicer hereby indemnifies the Trustee for all costs and expenses incurred by the Trustee in connection with the negligent or willful misuse of such power of attorney. Each Servicer shall represent and protect the interests of the Trust Fund in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan. Each Servicer further is hereby authorized and empowered in its own name or in the name of the Subservicer, when such Servicer or the Subservicer, as the case may be, believes it is appropriate in its best judgment to register any Mortgage Loan on the MERS® System, or cause the removal from the registration of any Mortgage Loan on the MERS® System, to execute and deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Trustee and its successors and assigns. Any reasonable expenses incurred in connection with the actions described in the preceding sentence or as a result of MERS discontinuing or becoming unable to continue operations in connection with the MERS® System, shall be reimbursable by the Trust Fund to such Servicer. Notwithstanding the foregoing, subject to Section 3.05(a), the Servicers shall not make or permit any modification, waiver or amendment of any term Mortgage Loan that would both constitute a sale or exchange of such Mortgage Loan within the meaning of Section 1001 of the Code and any proposed, temporary or final regulations promulgated thereunder (other than in connection with a proposed conveyance or assumption of such Mortgage Loan, except Loan that is treated as provided a Principal Prepayment in Full pursuant to Section 3.213.10 hereof) which would cause any of REMIC 1, REMIC 2, REMIC 3, REMIC 4 or REMIC 5 to fail to qualify as a REMIC. Without limiting the generality of the foregoing, each Servicer, in its own name or in the name of any Subservicer or the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, when such Servicer or any Subservicer, as the case may be, believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, discharge and all other comparable instruments, with respect to the Mortgage Loans it servicesLoans, and with respect to the related Mortgaged Properties held for the benefit of the Certificateholders. Each Servicer shall prepare and deliver to the Depositor and/or the Trustee such documents requiring execution and delivery by either or both of them as are necessary or appropriate to enable such Servicer to service and administer the Mortgage Loans it services to the extent that such Servicer is not permitted to execute and deliver such documents pursuant to the preceding sentence. Upon receipt of such documentsdocuments and a written request signed by an authorized officer, the Depositor and/or the Trustee, upon the direction of the related Servicer, Trustee shall promptly execute such documents and deliver them to the related such Servicer. In accordance with the standards of the preceding paragraph, 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 any Mortgaged Properties relating Property (to the extent such Servicer has been notified that such taxes or assessments have not paid by the related Mortgagor or the owner or the servicer of the related First Mortgage Loans it servicesLoan), which Servicing Advances advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.093.06, and further as provided in Section 3.113.08; provided, however, that each Servicer shall be required to advance only to the extent that such advances, in the good faith judgment of such Servicer, will be recoverable by such Servicer out of Insurance Proceeds, Liquidation Proceeds, or otherwise out of the proceeds of the related Mortgage Loan; and provided, further, that such payments shall be advanced within such time period required to avoid the loss of the Mortgaged Property by foreclosure of a tax or other lien. The costs incurred by the Servicersa Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balances of the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit; provided, however, that the limitations contained in this sentence will not apply to modifications made pursuant to Section 3.05(a). Subject to the provisions of the first paragraph of this Section, the Trustee shall execute, at the written request of a Servicer, and furnish to such Servicer and any Subservicer such documents as are necessary or appropriate to enable such Servicer or any Subservicer to carry out their servicing and administrative duties hereunder, and the Trustee hereby grants to each Servicer a power of attorney, to be completed in the form of Exhibit AA hereto, to carry out such duties. The relationship Trustee shall not be liable for the actions of each Servicer (and the Servicers or any Subservicers under such powers of any successor attorney. If the Mortgage relating to any Servicer as servicer under this Agreement) a Mortgage Loan had a lien senior to the Trustee under this Agreement is intended by Mortgage Loan on the parties related Mortgaged Property as of the Cut-off Date, then the related Servicer, in such capacity, may consent to be the refinancing of the prior senior lien, provided that of an independent contractor and not that of a joint venturer, partner or agent.the following requirements are met:

Servicers to Service Mortgage Loans. For and on behalf of the Certificateholders, the NMC each Servicer shall service and administer the NMC Mortgage Loans, the BAFSB Servicer shall service and administer the BAFSB related Mortgage Loans and the BANA Servicer shall service and administer the BAFSB Mortgage Loans, all in accordance with the terms of this Agreement, Customary Agreement and with Accepted Servicing Procedures, applicable law Practices. The obligations of each of CMMC and Ocwen hereunder to service and administer the Mortgage Loans shall be limited to the CMMC Serviced Loans and the terms Ocwen Serviced Loans, respectively; and with respect to the duties and obligations of each Servicer, references herein to “Mortgage Loans” or related “Mortgage Loans” shall be limited to the CMMC Serviced Loans (and the related proceeds thereof and related REO Properties), in the case of CMMC and the Ocwen Serviced Loans (and the related proceeds thereof and related REO Properties), in the case of Ocwen, and in no event shall any Servicer have any responsibility or liability with respect to any of the other Mortgage Notes and MortgagesLoans. In connection with such servicing and administration, each Servicer shall have full power and authority, acting alone and/or through Subservicers as provided in Section 3.023.02 hereof, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration includingadministration, including but not limited to, the power and authority, subject to the terms hereof, hereof (ai) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (bii) to consent, with respect to the Mortgage Loans it services, consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (ciii) to collect any Insurance Proceeds and other Liquidation Proceeds relating to the Mortgage Loans it services, and (div) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan, provided that a Servicer shall not take any action that is inconsistent with or prejudices the interests of the Trust Fund or the Certificateholders in any Mortgage Loan it servicesor the rights and interests of the Depositor, the Trustee or the Certificateholders under this Agreement. Each Servicer shall represent and protect the interests of the Trust Fund in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan Loan, and shall not make or permit any modification, waiver or amendment of any term Mortgage Loan which would cause any REMIC hereunder to fail to qualify as a REMIC or result in the imposition of any Mortgage Loan, except as provided pursuant to tax under Section 3.21860F(a) or Section 860G(d) of the Code. Without limiting the generality of the foregoing, each Servicer, in its own name or in the name of any Subservicer or the Depositor and the Trustee, in such Servicer’s full discretion, is hereby authorized and empowered by the Depositor and the Trustee and granted a limited power of attorney by the Trustee, when such Servicer or any Subservicer, as the case may be, believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, discharge and all other comparable instruments, with respect to the Mortgage Loans it servicesLoans, and with respect to the related Mortgaged Properties held for the benefit of the Certificateholders. Each Servicer shall prepare and deliver to the Depositor and/or the Trustee such documents requiring execution and delivery by either or both of them as are necessary or appropriate to enable such Servicer to service and administer the Mortgage Loans it services to the extent that 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, upon the direction of the related Servicer, Trustee shall promptly execute such documents and deliver them to the related such Servicer. In accordance with the standards of the preceding paragraph, each Servicer the Servicers shall advance or cause to be advanced funds as necessary for the purpose of effecting the payment of taxes and assessments on the Mortgaged Properties relating to the Mortgage Loans it servicesProperties, which advances shall constitute Servicing Advances and shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.093.06, and further as provided in Section 3.113.09. The costs incurred by the Servicersa Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balances of the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. The relationship With respect to the Mortgage Loans, the Servicer of such Mortgage Loans agrees that, with respect to the Mortgagors of such Mortgage Loans, such Servicer for each Mortgage Loan shall fully furnish, in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company on a monthly basis. 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 provisions contained in this Agreement shall supersede the provisions contained in such other servicing agreement. Each Servicer is authorized and empowered by the Trustee, on behalf of the Certificateholders and the Trustee, in its own name or in the name of any successor Subservicer, when a Servicer or any Subservicer, as the case may be, believes it appropriate in its best judgment to register any Servicer as servicer under this Agreement) Mortgage Loan on the MERS® System, or cause the removal from the registration of any Mortgage Loan on the MERS® System, to execute and deliver, on behalf of the Trustee under this Agreement is intended by and the parties Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to be that of an independent contractor and not that such assignment or re-recording of a joint venturerMortgage in the name of MERS, partner or agentsolely as nominee for the Trustee and its successors and assigns.

Servicers to Service Mortgage Loans. For and on behalf of the Certificateholders, the NMC each Servicer shall service and administer the NMC Mortgage Loans, the BAFSB Servicer shall service and administer the BAFSB Mortgage Loans and the BANA Servicer shall service and administer the BAFSB Mortgage Loans, all in accordance with the terms of this AgreementAgreement and with Accepted Servicing Practices. The obligations of each of WMMSC, Customary Servicing ProceduresCalmco, applicable law GreenPoint and MLS hereunder to service and administer the Mortgage Loans shall be limited to the WMMSC Serviced Loans, the Calmco Serviced Loans, the GreenPoint Serviced Loans and the terms MLS Serviced Loans, respectively; and with respect to the duties and obligations of each Servicer, references herein to related "Mortgage Loans" shall be limited to the WMMSC Serviced Loans (and the related proceeds thereof and related REO Properties), in the case of WMMSC, the Calmco Serviced Loans (and the related proceeds thereof and related REO Properties) in the case of Calmco, the GreenPoint Serviced Loans (and the related proceeds thereof and related REO Properties) in the case of GreenPoint and the MLS Serviced Loans (and the related proceeds thereof and related REO Properties) in the case of MLS; and in no event shall any Servicer have any responsibility or liability with respect to any of the other Mortgage Notes and MortgagesLoans. In connection with such servicing and administration, each Servicer shall have full power and authority, acting alone and/or through Subservicers as provided in Section 3.023.02 hereof, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration includingadministration, including but not limited to, the power and authority, subject to the terms hereof, hereof (ai) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (bii) to consent, with respect to the Mortgage Loans it services, consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (ciii) to collect any Insurance Proceeds and other Liquidation Proceeds relating to the Mortgage Loans it servicesProceeds, and (div) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that a Servicer shall not take any action that is inconsistent with or prejudices the interests of the Trust Fund or the Certificateholders in any Mortgage Loan it servicesor the rights and interests of the Depositor, the Trustee or the Certificateholders under this Agreement. Each Servicer shall represent and protect the interests of the Trust Fund in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan Loan, and shall not make or permit any modification, waiver or amendment of any term Mortgage Loan which would cause any REMIC created hereunder to fail to qualify as a REMIC or result in the imposition of any Mortgage Loan, except as provided pursuant to tax under Section 3.21860F(a) or Section 860G(d) of the Code. Without limiting the generality of the foregoing, each Servicer, in its own name or in the name of any Subservicer or the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, when such Servicer or any Subservicer, as the case may be, believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, discharge and all other comparable instruments, with respect to the Mortgage Loans it servicesLoans, and with respect to the related Mortgaged Properties held for the benefit of the Certificateholders. Each Servicer shall prepare and deliver to the Depositor and/or the Trustee such documents requiring execution and delivery by either or both of them as are necessary or appropriate to enable such Servicer to service and administer the Mortgage Loans it services to the extent that 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, upon the direction of the related Servicer, Trustee shall promptly execute such documents and deliver them to the related such Servicer. In accordance with the standards of the preceding paragraphparagraph 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 relating to the Mortgage Loans it servicesProperties, which Servicing Advances advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.093.06, and further as provided in Section 3.113.08. The costs incurred by the Servicersa Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balances of the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans may so permit. The relationship of each Each Servicer (and of any successor to any Servicer as servicer under this Agreement) hereby acknowledges that, to the Trustee under extent such Servicer has previously serviced some or all of the Mortgage Loans pursuant to another servicing agreement, the provisions contained in this Agreement is intended by shall supersede the parties to be that of an independent contractor provisions contained in such other servicing agreement from and not that of a joint venturer, partner or agentafter the Closing Date.

Servicers to Service Mortgage Loans. For and on behalf of the Certificateholders, as independent contractors of the NMC Servicer Trust, (i) each Servicer, severally and not jointly, shall service and administer the NMC Mortgage Loans, the BAFSB Servicer shall service and administer the BAFSB related Non-Designated Mortgage Loans and the BANA Servicer shall service and administer the BAFSB Mortgage Loans, all 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, Customary Servicing Proceduresmaster service and administer the Non-Designated Mortgage Loans by overseeing and enforcing the servicing of the Non-Designated Mortgage Loans by the related Servicer according to the terms of this Agreement and (iii) the Master Servicer shall, applicable law in accordance with the Section 3.22 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, U.S. Bank and Wxxxx Fargo hereunder to service and administer the Mortgage Notes Loans shall be limited to the SPS Serviced Mortgage Loans, the GreenPoint Serviced Mortgage Loans, the U.S. Bank Serviced Mortgage Loans and Mortgagesthe Wxxxx 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, the U.S. Bank Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties) in the case of U.S. Bank and the Wxxxx Fargo Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties) in the case of Wxxxx 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 Non-Designated Mortgage Loans shall be limited to the GreenPoint Bank Serviced Mortgage Loans, the U.S. Bank Serviced Mortgage Loans, the Wxxxx Fargo Serviced Mortgage Loans, the SPS Serviced Mortgage Loans and the Special Serviced Mortgage Loans. In connection with such servicing and administrationadministration of the Non-Designated Mortgage Loans, the Master Servicer and each Servicer shall have full power and authority, acting alone and/or through Subservicers as provided in Section 3.023.02 hereof, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration includingadministration, including but not limited to, the power and authority, subject to the terms hereof, hereof (ai) to execute and deliver, on behalf of the Certificateholders and the TrusteeTrust, customary consents or waivers and other instruments and documents, (bii) to consent, with respect to the Mortgage Loans it services, consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (ciii) to collect any Insurance Proceeds and other Liquidation Proceeds relating to the Mortgage Loans it servicesProceeds, and (div) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that neither the Master Servicer nor a Servicer shall take any action that is inconsistent with or prejudices the interests of the Trust Fund or the Certificateholders in any Mortgage Loan it servicesor the rights and interests of the Depositor, the Trustee, the Trust Administrator or the Certificateholders under this Agreement. Each The Master Servicer and each Servicer shall represent and protect the interests of the Trust Fund in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan Loan, and shall not make or permit any modification, waiver or amendment of any term Mortgage Loan that would cause any REMIC created hereunder to fail to qualify as a REMIC or result in the imposition of any Mortgage Loan, except as provided pursuant to tax under Section 3.21860F(a) or Section 860G(d) of the Code. Without limiting the generality of the foregoing, the Master Servicer and each Servicer, in its own name or in the name of any Subservicer or the Depositor and the TrusteeTrust, is hereby authorized and empowered by the Depositor Depositor, the Trust and the TrusteeTrust Administrator, when the Master Servicer or such Servicer or any Subservicer, as the case may be, believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trust, the 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, discharge and all other comparable instruments, with respect to the Mortgage Loans it servicesLoans, and with respect to the related Mortgaged Properties held for the benefit of the Certificateholders. Each The Master Servicer and each Servicer shall prepare and deliver to the Depositor and/or the Trustee and/or the Trust Administrator such documents requiring execution and delivery by either or both of them as are necessary or appropriate to enable the Master Servicer or such Servicer to master service and administer or service and administer the Mortgage Loans it services 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, upon Trustee or the direction of the related Servicer, Trust Administrator shall promptly execute such documents and deliver them to the related Master Servicer or such Servicer. In accordance with the standards of the preceding paragraphfirst paragraph of this Section 3.01 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 relating related to the Non-Designated Mortgage Loans it servicesLoans, which advances constitute Servicing Advances and shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.093.06, and further as provided in Section 3.113.08. In no event will any Servicer be required to make any Servicing Advance which would constitute a Nonrecoverable Advance. The costs incurred by the Servicersa Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties related to the Non-Designated Mortgage Loans and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balances of the related Non-Designated Mortgage Loans, notwithstanding that the terms of such Non-Designated Mortgage Loans so permit. The relationship Each Servicer hereby acknowledges that, to the extent such Servicer has previously serviced some or all of each the Non-Designated Mortgage Loans pursuant to another servicing agreement, the servicing provisions contained in this Agreement shall supersede the servicing provisions contained in such other servicing agreement from and after the Closing Date, except as specifically provided in the related Servicer Letter Agreement. 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, (and i) the purchase of any successor U.S. Bank Serviced Mortgage Loan by any Person shall be subject to any Servicer as servicer under the rights of U.S. Bank to continue servicing such U.S. Bank Serviced Mortgage Loan for the same Servicing Fee substantially in accordance with the terms of this Agreement, (ii) the purchase of any GreenPoint Serviced Mortgage Loan by any Person shall be subject to the Trustee under rights of GreenPoint to continue servicing such GreenPoint Serviced Mortgage Loan for the same servicing fee substantially in accordance with the terms of this Agreement and (iii) the purchase of any Wxxxx Fargo Serviced Mortgage Loan by any Person shall be subject to the rights of Wxxxx Fargo to continue servicing such Wxxxx Fargo Serviced Mortgage Loan for the same Servicing Fee substantially in accordance with the terms of this Agreement. With respect to each Mortgage Loan, 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 intended authorized and empowered by the parties Trustee, 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 be that register any related Mortgage Loan on the MERS(R) System, or cause the removal from the registration of an independent contractor such Mortgage Loan on the MERS(R) System, to execute and not that deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a joint venturerMortgage in the name of MERS, partner or agentsolely as nominee for the Trustee and its successors and assigns.

Servicers to Service Mortgage Loans. For and on behalf of the Certificateholders, the NMC each Servicer shall service and administer the NMC Mortgage Loans, the BAFSB Servicer shall service and administer the BAFSB Mortgage Loans and the BANA Servicer shall service and administer the BAFSB Mortgage Loans, all in accordance with the terms of this Agreement, Customary Accepted Servicing Procedures, applicable law and the terms of the Mortgage Notes and MortgagesPractices. In connection with such servicing and administration, each Servicer shall have full power and authority, acting alone and/or through Subservicers subservicers as provided in Section 3.023.02 hereof, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration includingadministration, including but not limited to, the power and authority, subject to the terms hereof, hereof (ai) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (bii) to consent, with respect to the Mortgage Loans it services, consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (ciii) to collect any Insurance Proceeds and other Liquidation Proceeds relating to the Mortgage Loans it services, and (div) subject to Section 3.12(a), to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that, subject to Section 6.03, no Servicer shall take any action that is inconsistent with or prejudices the interests of the Trust Fund, the Certificateholders or the Certificate Insurer in any Mortgage Loan serviced by it servicesunder this Agreement or the rights and interests of the other parties to this Agreement except as otherwise required by this Agreement or by law. Each Servicer shall not make or permit any modification, waiver or amendment of any term of any Mortgage Loan which would cause any of the REMICs provided for herein to fail to qualify as a REMIC or result in the imposition of any tax under Section 860G(a) or 860G(d) of the Code. Each Servicer shall represent and protect the interests interest of the Trust Fund in the same manner as it each currently protects its own interests interest in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan and shall not make or permit any modification, waiver or amendment of any term of any Mortgage Loan, except as but in any case not in any manner that is a lesser standard than that provided pursuant to in the first sentence of this Section 3.213.01. Without limiting the generality of the foregoing, each Servicer, in its own name or in the name of any Subservicer or the Depositor and the Trustee, is hereby authorized and empowered by the Depositor Depositor, the Securities Administrator and the Trustee, when such each Servicer or any Subservicer, as the case may be, believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Securities Administrator, the Certificate Insurer, the Certificateholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, subordinations and all other comparable instruments, with respect to the Mortgage Loans it servicesLoans, and with respect to the related Mortgaged Properties held for the benefit of the Certificateholders. Each Servicer shall prepare and deliver to the Depositor Depositor, the Securities Administrator, the Certificate Insurer and/or the Trustee such documents requiring execution and delivery by either or both of them as are necessary or appropriate to enable such Servicer to service and administer the Mortgage Loans it services Loans, to the extent that such Servicer is not permitted to execute and deliver such documents pursuant to the preceding sentence. Upon receipt of such documents, the Depositor Depositor, the Securities Administrator, the Certificate Insurer and/or the Trustee, upon the direction of the related Servicer, Trustee shall promptly execute such documents and deliver them to the related Servicer. In accordance with For purposes of this Section 3.01, the standards of the preceding paragraph, Trustee hereby will provide to each Servicer shall advance or cause 50 powers of attorney (intended to be advanced funds as necessary one power of attorney for the purpose of effecting the payment of taxes and assessments on the Mortgaged Properties relating to the Mortgage Loans it services, which Servicing Advances shall be reimbursable each state in the first instance from related collections from United States) to execute and file any and all documents necessary to fulfill the Mortgagors pursuant to Section 3.09, and further as provided in Section 3.11. The costs incurred by the Servicers, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balances of the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. The relationship obligations of each Servicer (and of any successor to any Servicer as servicer under this Agreement) Section 3.01. No Servicer shall be required to make any Servicing Advance with respect to a Mortgage Loan that is 150 days or more delinquent. Each Servicer shall deliver a list of Servicing Officers to the Securities Administrator and the Trustee under this Agreement is intended by the parties Closing Date (or the Subsequent Transfer Date with respect to be that of an independent contractor and not that of a joint venturer, partner or agentSubsequent Mortgage Loans).

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

Servicers to Service Mortgage Loans. For and on behalf of the Certificateholders, as independent contractors of the NMC Servicer Trust, (i) each Servicer, severally and not jointly, shall service and administer the NMC Mortgage Loans, the BAFSB Servicer shall service and administer the BAFSB Mortgage Loans and the BANA Servicer shall service and administer the BAFSB Mortgage Loans, all in accordance with the terms of this Agreement and with Accepted Servicing Practices and (ii) the Master Servicer shall, in accordance with Section 3.03 of this Agreement, Customary Servicing Procedures, applicable law master service and administer the Mortgage Loans (other than the WMMSC Serviced Mortgage Loans) by overseeing and enforcing the servicing of the Mortgage Loans by the related Servicer (other than WMMSC) according to the terms of this Agreement. The obligations of each of Fairbanks, GreenPoint and WMMSC hereunder to service and administer the Mortgage Notes Loans shall be limited to the Fairbanks Serviced Mortgage Loans, GreenPoint Serviced Mortgage Loans and MortgagesWMMSC 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 Fairbanks Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties) in the case of Fairbanks, 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 GreenPoint Serviced Mortgage Loans, the Fairbanks Serviced Mortgage Loans and the Special 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 WMMSC Serviced Mortgage Loans. In connection with such servicing and administrationadministration of the Mortgage Loans, the Master Servicer and each Servicer shall have full power and authority, acting alone and/or through Subservicers as provided in Section 3.023.02 hereof, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration includingadministration, including but not limited to, the power and authority, subject to the terms hereof, hereof (ai) to execute and deliver, on behalf of the Certificateholders and the TrusteeTrust, customary consents or waivers and other instruments and documents, (bii) to consent, with respect to the Mortgage Loans it services, consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (ciii) to collect any Insurance Proceeds and other Liquidation Proceeds relating to the Mortgage Loans it servicesProceeds, and (div) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that neither the Master Servicer nor a Servicer shall take any action that is inconsistent with or prejudices the interests of the Trust Fund or the Certificateholders in any Mortgage Loan it servicesor the rights and interests of the Depositor, the Trustee, the Trust Administrator or the Certificateholders under this Agreement. Each The Master Servicer and each Servicer shall represent and protect the interests of the Trust Fund in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan Loan, and shall not make or permit any modification, waiver or amendment of any term Mortgage Loan that would cause any REMIC created hereunder to fail to qualify as a REMIC or result in the imposition of any Mortgage Loan, except as provided pursuant to tax under Section 3.21860F(a) or Section 860G(d) of the Code. Without limiting the generality of the foregoing, the Master Servicer and each Servicer, in its own name or in the name of any Subservicer or the Depositor and the TrusteeTrust, is hereby authorized and empowered by the Depositor Depositor, the Trust and the TrusteeTrust Administrator, when the Master Servicer or such Servicer or any Subservicer, as the case may be, believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trust, the 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, discharge and all other comparable instruments, with respect to the Mortgage Loans it servicesLoans, and with respect to the related Mortgaged Properties held for the benefit of the Certificateholders. Each The Master Servicer and each Servicer shall prepare and deliver to the Depositor and/or the Trustee and/or the Trust Administrator such documents requiring execution and delivery by either or both of them as are necessary or appropriate to enable the Master Servicer or such Servicer to master service and administer or service and administer the Mortgage Loans it services 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, upon Trustee or the direction of the related Servicer, Trust Administrator shall promptly execute such documents and deliver them to the related Master Servicer or such Servicer. In accordance with the standards of the preceding paragraphfirst paragraph of this Section 3.01 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 relating related to the Mortgage Loans it servicesLoans, which advances constitute Servicing Advances and shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.093.06, and further as provided in Section 3.113.08. In no event will any Servicer be required to make any Servicing Advance which would constitute a Nonrecoverable Advance. The costs incurred by the Servicersa Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties related to the Mortgage Loans and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balances of the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. The relationship Each Servicer hereby acknowledges that, to the extent such Servicer has previously serviced some or all of each Servicer (the 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 of any successor after the Closing Date. Notwithstanding anything to the contrary in this Agreement, with respect to any Servicer as servicer under this Agreement) action which according to the Trustee under terms of this Agreement is intended to be performed by the parties Master Servicer and the applicable Servicer, (i) if such action relates to a WMMSC Serviced Mortgage Loan, only WMMSC shall have an obligation to perform such action, and (ii) if such action relates to a Mortgage Loan which is not a WMMSC Serviced Mortgage Loan, the related Servicer shall have an obligation to perform such action, and the Master Servicer in its capacity as successor servicer shall also have an obligation to perform such action, but only if the related Servicer fails to do so. Notwithstanding anything in this Agreement to the contrary, (i) the purchase of any WMMSC Serviced Mortgage Loan by any Person shall be that subject to the rights of an independent contractor WMMSC to continue servicing such WMMSC Serviced Mortgage Loan for the same Servicing Fee substantially in accordance with the terms of this Agreement and not that (ii) the purchase of any GreenPoint Serviced Mortgage Loan by any Person shall be subject to the rights of GreenPoint to continue servicing such GreenPoint Serviced Mortgage Loan for the same servicing fee substantially in accordance with the terms of this Agreement and. With respect to each Mortgage Loan (other than with respect to the WMMSC Serviced Mortgage Loans), 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 joint venturermonthly basis. With respect to each WMMSC Serviced Mortgage Loan, partner or agentWMMSC 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.

Servicers to Service Mortgage Loans. For and on behalf of the Certificateholders, as independent contractors of the NMC Servicer Trust, (i) each Servicer, severally and not jointly, shall service and administer the NMC Mortgage Loans, the BAFSB Servicer shall service and administer the BAFSB related Mortgage Loans and the BANA Servicer shall service and administer the BAFSB Mortgage Loans, all in accordance with the terms of this Agreement and with Accepted Servicing Practices and (ii) the Master Servicer shall, in accordance with Section 3.03 of this Agreement, Customary Servicing Procedures, applicable law master service and administer the Mortgage Loans (other than the WMMSC Serviced Mortgage Loans) by overseeing and enforcing the servicing of the Mortgage Loans by the related Servicer (other than WMMSC) according to the terms of this Agreement. The obligations of each of SPS, GreenPoint, Xxxxx Fargo and WMMSC hereunder to service and administer the Mortgage Notes Loans shall be limited to the SPS Serviced Mortgage Loans, GreenPoint Serviced Mortgage Loans, Xxxxx Fargo Serviced Mortgage Loans and MortgagesWMMSC 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, GreenPoint Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties) in the case of GreenPoint, 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 GreenPoint Serviced Mortgage Loans, the Xxxxx Fargo Serviced Mortgage Loans, the SPS Serviced Mortgage Loans and the Special 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 WMMSC Serviced Mortgage Loans. In connection with such servicing and administrationadministration of the Mortgage Loans, the Master Servicer and each Servicer shall have full power and authority, acting alone and/or through Subservicers as provided in Section 3.023.02 hereof, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration includingadministration, including but not limited to, the power and authority, subject to the terms hereof, hereof (ai) to execute and deliver, on behalf of the Certificateholders and the TrusteeTrust, customary consents or waivers and other instruments and documents, (bii) to consent, with respect to the Mortgage Loans it services, consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (ciii) to collect any Insurance Proceeds and other Liquidation Proceeds relating to the Mortgage Loans it servicesProceeds, and (div) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that neither the Master Servicer nor a Servicer shall take any action that is inconsistent with or prejudices the interests of the Trust Fund or the Certificateholders in any Mortgage Loan it servicesor the rights and interests of the Depositor, the Trustee, the Trust Administrator or the Certificateholders under this Agreement. Each The Master Servicer and each Servicer shall represent and protect the interests of the Trust Fund in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan Loan, and shall not make or permit any modification, waiver or amendment of any term Mortgage Loan that would cause any REMIC created hereunder to fail to qualify as a REMIC or result in the imposition of any Mortgage Loan, except as provided pursuant to tax under Section 3.21860F(a) or Section 860G(d) of the Code. Without limiting the generality of the foregoing, the Master Servicer and each Servicer, in its own name or in the name of any Subservicer or the Depositor and the TrusteeTrust, is hereby authorized and empowered by the Depositor Depositor, the Trust and the TrusteeTrust Administrator, when the Master Servicer or such Servicer or any Subservicer, as the case may be, believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trust, the 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, discharge and all other comparable instruments, with respect to the Mortgage Loans it servicesLoans, and with respect to the related Mortgaged Properties held for the benefit of the Certificateholders. Each The Master Servicer and each Servicer shall prepare and deliver to the Depositor and/or the Trustee and/or the Trust Administrator such documents requiring execution and delivery by either or both of them as are necessary or appropriate to enable the Master Servicer or such Servicer to master service and administer or service and administer the Mortgage Loans it services 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, upon Trustee or the direction of the related Servicer, Trust Administrator shall promptly execute such documents and deliver them to the related Master Servicer or such Servicer. In accordance with the standards of the preceding paragraphfirst paragraph of this Section 3.01 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 relating related to the Mortgage Loans it servicesLoans, which advances constitute Servicing Advances and shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.093.06, and further as provided in Section 3.113.08. In no event will any Servicer be required to make any Servicing Advance which would constitute a Nonrecoverable Advance. The costs incurred by the Servicersa Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties related to the Mortgage Loans and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balances of the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. The relationship Each Servicer hereby acknowledges that, to the extent such Servicer has previously serviced some or all of each Servicer (the 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 of any successor after the Closing Date. Notwithstanding anything to the contrary in this Agreement, with respect to any Servicer as servicer under this Agreement) action which according to the Trustee under terms of this Agreement is intended to be performed by the parties Master Servicer and the applicable Servicer, (i) if such action relates to a WMMSC Serviced Mortgage Loan, only WMMSC shall have an obligation to perform such action, and (ii) if such action relates to a Mortgage Loan which is not a WMMSC Serviced Mortgage Loan, the related Servicer shall have an obligation to perform such action, and the Master Servicer in its capacity as successor servicer shall also have an obligation to perform such action, but only if the related Servicer fails to do so. Notwithstanding anything in this Agreement to the contrary, (i) the purchase of any WMMSC Serviced Mortgage Loan by any Person shall be that subject to the rights of an independent contractor 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 GreenPoint Serviced Mortgage Loan by any Person shall be subject to the rights of GreenPoint to continue servicing such GreenPoint Serviced Mortgage Loan for the same servicing fee substantially in accordance with the terms of this Agreement and not that (iii) the purchase of any Xxxxx Fargo Serviced Mortgage Loan by any Person shall be subject to the rights of Xxxxx Fargo to continue servicing such Xxxxx Fargo Serviced Mortgage Loan for the same servicing fee substantially in accordance with the terms of this Agreement. With respect to each Mortgage Loan (other than with respect to the WMMSC Serviced Mortgage Loans), 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 by the Trustee, 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 comparable instruments with respect to such assignment or re-recording of a joint venturerMortgage in the name of MERS, partner or agentsolely as nominee for the Trustee and its successors and assigns.

Servicers to Service Mortgage Loans. For and on behalf of the Certificateholders, as independent contractors of the NMC Servicer Trust, (i) each Servicer, severally and not jointly, shall service and administer the NMC Mortgage Loans, the BAFSB Servicer shall service and administer the BAFSB related Non-Designated Mortgage Loans and the BANA Servicer shall service and administer the BAFSB Mortgage Loans, all 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, Customary Servicing Proceduresmaster service and administer the Non-Designated Mortgage Loans by overseeing and enforcing the servicing of the Non-Designated Mortgage Loans by the related Servicer according to the terms of this Agreement and (iii) the Master Servicer shall, applicable law in accordance with the Section 3.22 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 and Wxxxx Fargo hereunder to service and administer the Mortgage Notes Loans shall be limited to the SPS Serviced Mortgage Loans and Mortgagesthe Wxxxx 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 Wxxxx Fargo Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties) in the case of Wxxxx 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 Non-Designated Mortgage Loans shall be limited to the Wxxxx Fargo Serviced Mortgage Loans, the SPS Serviced Mortgage Loans and the Special Serviced Mortgage Loans. In connection with such servicing and administrationadministration of the Non-Designated Mortgage Loans, the Master Servicer and each Servicer shall have full power and authority, acting alone and/or through Subservicers as provided in Section 3.023.02 hereof, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration includingadministration, including but not limited to, the power and authority, subject to the terms hereof, hereof (ai) to execute and deliver, on behalf of the Certificateholders and the TrusteeTrust, customary consents or waivers and other instruments and documents, (bii) to consent, with respect to the Mortgage Loans it services, consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (ciii) to collect any Insurance Proceeds and other Liquidation Proceeds relating to the Mortgage Loans it servicesProceeds, and (div) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that neither the Master Servicer nor a Servicer shall take any action that is inconsistent with or prejudices the interests of the Trust Fund or the Certificateholders in any Mortgage Loan it servicesor the rights and interests of the Depositor, the Trustee, the Trust Administrator or the Certificateholders under this Agreement. Each The Master Servicer and each Servicer shall represent and protect the interests of the Trust Fund in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan Loan, and shall not make or permit any modification, waiver or amendment of any term Mortgage Loan that would cause any REMIC created hereunder to fail to qualify as a REMIC or result in the imposition of any Mortgage Loan, except as provided pursuant to tax under Section 3.21860F(a) or Section 860G(d) of the Code. Without limiting the generality of the foregoing, the Master Servicer and each Servicer, in its own name or in the name of any Subservicer or the Depositor and the TrusteeTrust, is hereby authorized and empowered by the Depositor Depositor, the Trust and the TrusteeTrust Administrator, when the Master Servicer or such Servicer or any Subservicer, as the case may be, believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trust, the 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, discharge and all other comparable instruments, with respect to the Mortgage Loans it servicesLoans, and with respect to the related Mortgaged Properties held for the benefit of the Certificateholders. Each The Master Servicer and each Servicer shall prepare and deliver to the Depositor and/or the Trustee and/or the Trust Administrator such documents requiring execution and delivery by either or both of them as are necessary or appropriate to enable the Master Servicer or such Servicer to master service and administer or service and administer the Mortgage Loans it services 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, upon Trustee or the direction of the related Servicer, Trust Administrator shall promptly execute such documents and deliver them to the related Master Servicer or such Servicer. In accordance with the standards of the preceding paragraphfirst paragraph of this Section 3.01 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 relating related to the Non-Designated Mortgage Loans it servicesLoans, which advances constitute Servicing Advances and shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.093.06, and further as provided in Section 3.113.08. In no event will any Servicer be required to make any Servicing Advance which would constitute a Nonrecoverable Advance. The costs incurred by the Servicersa Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties related to the Non-Designated Mortgage Loans and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balances of the related Non-Designated Mortgage Loans, notwithstanding that the terms of such Non-Designated Mortgage Loans so permit. The relationship parties to this Agreement acknowledge that Servicing Advances shall be reimbursable pursuant to the terms of each this Agreement and agree that no Servicing Advance shall be rejected or disallowed by any party unless it has been shown that such Servicing Advance was not made in accordance with this Agreement. 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 servicing provisions contained in this Agreement shall supersede the servicing 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 successor Wxxxx Fargo Serviced Mortgage Loan by any Person shall be subject to any Servicer as servicer under the rights of Wxxxx Fargo to continue servicing such Wxxxx Fargo Serviced Mortgage Loan for the same Servicing Fee substantially in accordance with the terms of this Agreement. With respect to each Mortgage Loan, 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 by the Trustee, 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 under this Agreement is intended by and the parties Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to be that of an independent contractor and not that such assignment or re-recording of a joint venturerMortgage in the name of MERS, partner or agentsolely as nominee for the Trustee and its successors and assigns.

Servicers to Service Mortgage Loans. For and on behalf of the Certificateholders, the NMC each Servicer shall service and administer the NMC Mortgage Loans, the BAFSB Servicer shall service and administer the BAFSB related Mortgage Loans and the BANA Servicer shall service and administer the BAFSB Mortgage Loans, all in accordance with the terms of this AgreementAgreement and with Accepted Servicing Practices. The obligations of each of Olympus, Customary Servicing ProceduresOcwen and Fairbanks hereunder to service and administer the Mortgage Loans shall be limited to the Olympus Serviced Loans, applicable law the Ocwen Serviced Loans and the terms Fairbanks Serviced Loans respectively; and with respect to the duties and obligations of each Servicer, references herein to "Mortgage Loans" or related "Mortgage Loans" shall be limited to the Olympus Serviced Loans, including the Special Serviced Mortgage Loans at any time Olympus is the Special Servicer (and the related proceeds thereof and related REO Properties), in the case of Olympus, the Ocwen Serviced Loans (and the related proceeds thereof and related REO Properties), in the case of Ocwen and the Fairbanks Serviced Loans (and the related proceeds thereof and related REO Properties), in the case of Fairbanks, and in no event shall any Servicer have any responsibility or liability with respect to any of the other Mortgage Notes and MortgagesLoans. In connection with such servicing and administration, each Servicer shall have full power and authority, acting alone and/or through Subservicers as provided in Section 3.023.02 hereof, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration includingadministration, including but not limited to, the power and authority, subject to the terms hereof, hereof (ai) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (bii) to consent, with respect to the Mortgage Loans it services, consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (ciii) to collect any Insurance Proceeds and other Liquidation Proceeds relating to the Mortgage Loans it services, and (div) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan, provided that a Servicer shall not take any action that is inconsistent with or prejudices the interests of the Trust Fund or the Certificateholders in any Mortgage Loan it servicesor the rights and interests of the Depositor, the Trustee or the Certificateholders under this Agreement. Each Servicer shall represent and protect the interests of the Trust Fund in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan Loan, and shall not make or permit any modification, waiver or amendment of any term Mortgage Loan which would cause any REMIC hereunder to fail to qualify as a REMIC or result in the imposition of any Mortgage Loan, except as provided pursuant to tax under Section 3.21860F(a) or Section 860G(d) of the Code. Without limiting the generality of the foregoing, each Servicer, in its own name or in the name of any Subservicer or the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, when such Servicer or any Subservicer, as the case may be, believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, discharge and all other comparable instruments, with respect to the Mortgage Loans it servicesLoans, and with respect to the related Mortgaged Properties held for the benefit of the Certificateholders. Each Servicer shall prepare and deliver to the Depositor and/or the Trustee such documents requiring execution and delivery by either or both of them as are necessary or appropriate to enable such Servicer to service and administer the Mortgage Loans it services to the extent that 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, upon the direction of the related Servicer, Trustee shall promptly execute such documents and deliver them to the related such Servicer. In accordance with the standards of the preceding paragraph, each Servicer the Servicers shall advance or cause to be advanced funds as necessary for the purpose of effecting the payment of taxes and assessments on the Mortgaged Properties relating to the Mortgage Loans it servicesProperties, which advances shall constitute Servicing Advances and shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.093.06, and further as provided in Section 3.113.09. The costs incurred by the Servicersa Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balances of the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. The relationship of each Servicer (and of any successor to any Servicer as servicer under this Agreement) With respect to the Trustee under Mortgage Loans, the Servicer of such Mortgage Loans agrees that, with respect to the Mortgagors of such Mortgage Loans, such Servicer for each Mortgage Loan shall fully furnish, in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company on a monthly basis. 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 provisions contained in this Agreement is intended by shall supersede the parties to be that of an independent contractor and not that of a joint venturer, partner or agentprovisions contained in such other servicing agreement.

Servicers to Service Mortgage Loans. For and on behalf of the Certificateholders, the NMC each Servicer shall service and administer the NMC Mortgage Loans, the BAFSB Servicer shall service and administer the BAFSB Mortgage Loans and the BANA Servicer shall service and administer the BAFSB Mortgage Loans, all in accordance with the terms of this Agreement and with Accepted Servicing Practices. The obligations of each of SPS and Ocwen hereunder to service and administer the Mortgage Loans shall be limited to the SPS Serviced Loans and Ocwen Serviced Loans, respectively; and with respect to the duties and obligations of each Servicer, references herein to the “Mortgage Loans” or “related Mortgage Loans” shall be limited to the the SPS Serviced Loans (and the related proceeds thereof and related REO Properties), in the case of SPS and the Ocwen Serviced Loans (and the related proceeds thereof and related REO Properties), in the case of Ocwen, and in no event shall any Servicer have any responsibility or liability with respect to any of the other Mortgage Loans. Notwithstanding anything in this Agreement, Customary Servicing Proceduresany Subservicing Agreement or the Credit Risk Management Agreement to the contrary, applicable law and neither SPS nor Ocwen shall have any duty or obligation to enforce any Credit Risk Management Agreement to which it is not a party, nor to supervise, monitor or oversee the terms activities of the Mortgage Notes and Mortgages. Credit Risk Manager under any other Credit Risk Management Agreement with respect to any action taken or not taken by SPS or Ocwen, as applicable, pursuant to a recommendation of the Credit Risk Manager In connection with such servicing and administration, each Servicer shall have full power and authority, acting alone and/or through Subservicers as provided in Section 3.023.02 hereof, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration includingadministration, including but not limited to, the power and authority, subject to the terms hereof, hereof (ai) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (bii) to consent, with respect to the Mortgage Loans it services, consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (ciii) to collect any Insurance Proceeds and other Liquidation Proceeds relating to the Mortgage Loans it servicesProceeds, and (div) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that a Servicer shall not take any action that is materially inconsistent with or materially prejudices the interests of the Trust Fund or the Certificateholders in any Mortgage Loan it servicesor the rights and interests of the Depositor, the Trustee or the Certificateholders under this Agreement unless such action is specifically called for by the terms hereof. The Trustee will provide a limited power of attorney to each Servicer, prepared by each Servicer and reasonably acceptable to the Trustee, to permit each Servicer to act on behalf of the Trustee under this Agreement. Each Servicer hereby indemnifies the Trustee for all costs and expenses incurred by the Trustee in connection with the negligent or willful misuse of such power of attorney. Each Servicer shall represent and protect the interests of the Trust Fund in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan. Each Servicer further is hereby authorized and empowered in its own name or in the name of the Subservicer, when such Servicer or the Subservicer, as the case may be, believes it is appropriate in its best judgment to register any Mortgage Loan on the MERS® System, or cause the removal from the registration of any Mortgage Loan on the MERS® System, to execute and deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Trustee and its successors and assigns. Any reasonable expenses incurred in connection with the actions described in the preceding sentence or as a result of MERS discontinuing or becoming unable to continue operations in connection with the MERS® System, shall be reimbursable by the Trust Fund to such Servicer. Notwithstanding the foregoing, subject to Section 3.05(a), the Servicers shall not make or permit any modification, waiver or amendment of any term Mortgage Loan that would both constitute a sale or exchange of such Mortgage Loan within the meaning of Section 1001 of the Code and any proposed, temporary or final regulations promulgated thereunder (other than in connection with a proposed conveyance or assumption of such Mortgage Loan, except Loan that is treated as provided a Principal Prepayment in Full pursuant to Section 3.213.10 hereof) which would cause any of REMIC 1, REMIC 2, REMIC 3 or REMIC 4 to fail to qualify as a REMIC. Without limiting the generality of the foregoing, each Servicer, in its own name or in the name of any Subservicer or the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, when such Servicer or any Subservicer, as the case may be, believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, discharge and all other comparable instruments, with respect to the Mortgage Loans it servicesLoans, and with respect to the related Mortgaged Properties held for the benefit of the Certificateholders. Each Servicer shall prepare and deliver to the Depositor and/or the Trustee such documents requiring execution and delivery by either or both of them as are necessary or appropriate to enable such Servicer to service and administer the Mortgage Loans it services to the extent that such Servicer is not permitted to execute and deliver such documents pursuant to the preceding sentence. Upon receipt of such documentsdocuments and a written request signed by an authorized officer, the Depositor and/or the Trustee, upon the direction of the related Servicer, Trustee shall promptly execute such documents and deliver them to the related such Servicer. In accordance with the standards of the preceding paragraph, 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 any Mortgaged Properties relating Property (to the extent such Servicer has been notified that such taxes or assessments have not paid by the related Mortgagor or the owner or the servicer of the related First Mortgage Loans it servicesLoan), which Servicing Advances advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.093.06, and further as provided in Section 3.113.08; provided, however, that each Servicer shall be required to advance only to the extent that such advances, in the good faith judgment of such Servicer, will be recoverable by such Servicer out of Insurance Proceeds, Liquidation Proceeds, or otherwise out of the proceeds of the related Mortgage Loan; and provided, further, that such payments shall be advanced within such time period required to avoid the loss of the Mortgaged Property by foreclosure of a tax or other lien. The costs incurred by the Servicersa Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balances of the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit; provided, however, that the limitations contained in this sentence will not apply to modifications made pursuant to Section 3.05(a). Subject to the provisions of the first paragraph of this Section, the Trustee shall execute, at the written request of a Servicer, and furnish to such Servicer and any Subservicer such documents as are necessary or appropriate to enable such Servicer or any Subservicer to carry out their servicing and administrative duties hereunder, and the Trustee hereby grants to each Servicer a power of attorney, to be completed in the form of Exhibit AA hereto, to carry out such duties. The relationship Trustee shall not be liable for the actions of each Servicer (and the Servicers or any Subservicers under such powers of any successor attorney. If the Mortgage relating to any Servicer as servicer under this Agreement) a Mortgage Loan had a lien senior to the Trustee under this Agreement is intended by Mortgage Loan on the parties related Mortgaged Property as of the Cut-off Date, then the related Servicer, in such capacity, may consent to be the refinancing of the prior senior lien, provided that of an independent contractor and not that of a joint venturer, partner or agent.the following requirements are met:

Servicers to Service Mortgage Loans. For and on behalf of the Certificateholders, the NMC each Servicer shall service and administer the NMC Mortgage Loans, the BAFSB Servicer shall service and administer the BAFSB related Mortgage Loans and the BANA Servicer shall service and administer the BAFSB Mortgage Loans, all in accordance with the terms of this Agreement, Customary with Accepted Servicing ProceduresPractices and with all applicable requirements of the Servicing Criteria. The obligations of each of WFBNA, applicable law JPMorgan and SPS hereunder to service and administer the Mortgage Loans shall be limited to the WFBNA Serviced Loans, the JPMorgan Serviced Loans and the terms SPS Serviced Loans, respectively; and with respect to the duties and obligations of each Servicer, references herein to “Mortgage Loans” or related “Mortgage Loans” shall be limited to the WFBNA Serviced Loans (and the related proceeds thereof and related REO Properties), in the case of WFBNA, the JPMorgan Serviced Loans (and the related proceeds thereof and related REO Properties), in the case of JPMorgan and the SPS Serviced Loans (and the related proceeds thereof and related REO Properties), in the case of SPS, and in no event shall any Servicer have any responsibility or liability with respect to any of the other Mortgage Notes and MortgagesLoans. In connection with such servicing and administrationadministration of the Mortgage Loans, each Servicer shall have full power and authority, acting alone and/or through Subservicers as provided in Section 3.023.02 hereof, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration includingadministration, including but not limited to, the power and authority, subject to the terms hereof, hereof (ai) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (bii) to consent, with respect to the Mortgage Loans it services, consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (ciii) to collect any Insurance Proceeds, other Liquidation Proceeds and other Liquidation Proceeds relating to the Mortgage Loans it services, Recoveries and (div) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan, provided that a Servicer shall not take any action that is inconsistent with or prejudices the interests of the Trust Fund or the Certificateholders in any Mortgage Loan it servicesor the rights and interests of the Depositor, the Trustee or the Certificateholders under this Agreement. Each Servicer shall represent and protect the interests of the Trust Fund in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan Loan, and shall not make or permit any modification, waiver or amendment of any term Mortgage Loan which would cause any REMIC hereunder to fail to qualify as a REMIC or result in the imposition of any Mortgage Loan, except as provided pursuant to tax under Section 3.21860F(a) or Section 860G(d) of the Code. Without limiting the generality of the foregoing, each Servicer, in its own name or in the name of any Subservicer or the Depositor and the Trustee, in such Servicer’s full discretion, is hereby authorized and empowered by the Depositor and the Trustee and granted a limited power of attorney by the Trustee, when such Servicer or any Subservicer, as the case may be, believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, discharge and all other comparable instruments, with respect to the Mortgage Loans it servicesLoans, and with respect to the Mortgaged Properties-related Mortgaged Properties to such Mortgage Loans held for the benefit of the Certificateholders. Each Servicer shall prepare and deliver to the Depositor and/or the Trustee such documents requiring execution and delivery by either or both of them as are necessary or appropriate to enable such Servicer to service and administer the Mortgage Loans it services to the extent that 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, upon the direction of the related Servicer, Trustee shall promptly execute such documents and deliver them to the related such Servicer. In accordance with the standards of the preceding paragraph, each Servicer the Servicers shall advance or cause to be advanced funds as necessary for the purpose of effecting the payment of taxes and assessments on the Mortgaged Properties relating related to the Mortgage Loans it servicesLoans, which advances shall constitute Servicing Advances and shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.093.06, and further as provided in Section 3.113.09. The costs incurred by the Servicersa Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties related to the Mortgage Loans and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balances of the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. The relationship parties to this Agreement acknowledge that Servicing Advances shall be reimbursable pursuant to Section 3.09 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. With respect to the Mortgage Loans, the Servicer of such Mortgage Loans agrees that, with respect to the Mortgagors of such Mortgage Loans, such Servicer for each Mortgage Loan shall fully furnish, in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company on a monthly basis. 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 provisions contained in this Agreement shall supersede the provisions contained in such other servicing agreement, except that such other servicing agreement shall survive and govern with respect to excess servicing fees and termination without cause. Each Servicer is authorized and empowered by the Trustee, on behalf of the Certificateholders and the Trustee, in its own name or in the name of any successor Subservicer, when a Servicer or any Subservicer, as the case may be, believes it appropriate in its best judgment to register any Mortgage Loan on the MERS® System, or cause the removal from the registration of any Mortgage Loan on the MERS® System, to execute and deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Trustee and its successors and assigns. Any costs incurred by a Servicer as servicer under pursuant to this paragraph shall be considered a Servicing Advance and shall be reimburseable to such Servicer. Notwithstanding anything in this Agreement to the contrary, the purchase of any WFBNA Serviced CORE Loan by any Person shall be subject to the rights of WFBNA to continue servicing such WFBNA Serviced CORE Loan for the same WFBNA Servicing Fee Rate substantially in accordance with the terms of this Agreement) to the Trustee under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent.

Servicers to Service Mortgage Loans. For and on behalf of the Certificateholders, as independent contractors of the NMC Servicer Trust, (i) each Servicer, severally and not jointly, shall service and administer the NMC Mortgage Loans, the BAFSB Servicer shall service and administer the BAFSB related Non-Designated Mortgage Loans and the BANA Servicer shall service and administer the BAFSB Mortgage Loans, all 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, Customary Servicing Proceduresmaster 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 Servicer (other than WMMSC) according to the terms of this Agreement and (iii) the Master Servicer shall, applicable law in accordance with the Section 3.22 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, Wells Fargo and WMMSC hereunder to service and administer the Mortgage Notes Loans sxxxx be limited to the SPS Serviced Mortgage Loans, GreenPoint Serviced Mortgage Loans, Wells Fargo Serviced Mortgage Loans and MortgagesWMMSC Serviced Mortgage Loans, respectixxxx; 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, GreenPoint Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties) in the case of GreenPoint, Wells Fargo Serviced Mortgage Loans (and the related proceeds thereof and relaxxx XEO Properties) in the case of Wells Fargo and the WMMSC Serviced Mortgage Loans (and the related proxxxxx 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 Non-Designated Mortgage Loans shall be limited to the GreenPoint Serviced Mortgage Loans, the Wells Fargo Serviced Mortgage Loans, the SPS Serviced Mortgage Loans and the Xxxxxal 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 WMMSC Serviced Mortgage Loans. In connection with such servicing and administrationadministration of the Non-Designated Mortgage Loans, the Master Servicer and each Servicer shall have full power and authority, acting alone and/or through Subservicers as provided in Section 3.023.02 hereof, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration includingadministration, including but not limited to, the power and authority, subject to the terms hereof, hereof (ai) to execute and deliver, on behalf of the Certificateholders and the TrusteeTrust, customary consents or waivers and other instruments and documents, (bii) to consent, with respect to the Mortgage Loans it services, consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (ciii) to collect any Insurance Proceeds and other Liquidation Proceeds relating to the Mortgage Loans it servicesProceeds, and (div) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that neither the Master Servicer nor a Servicer shall take any action that is inconsistent with or prejudices the interests of the Trust Fund or the Certificateholders in any Mortgage Loan it servicesor the rights and interests of the Depositor, the Trustee, the Trust Administrator or the Certificateholders under this Agreement. Each The Master Servicer and each Servicer shall represent and protect the interests of the Trust Fund in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan Loan, and shall not make or permit any modification, waiver or amendment of any term Mortgage Loan that would cause any REMIC created hereunder to fail to qualify as a REMIC or result in the imposition of any Mortgage Loan, except as provided pursuant to tax under Section 3.21860F(a) or Section 860G(d) of the Code. Without limiting the generality of the foregoing, the Master Servicer and each Servicer, in its own name or in the name of any Subservicer or the Depositor and the TrusteeTrust, is hereby authorized and empowered by the Depositor Depositor, the Trust and the TrusteeTrust Administrator, when the Master Servicer or such Servicer or any Subservicer, as the case may be, believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trust, the 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, discharge and all other comparable instruments, with respect to the Mortgage Loans it servicesLoans, and with respect to the related Mortgaged Properties held for the benefit of the Certificateholders. Each The Master Servicer and each Servicer shall prepare and deliver to the Depositor and/or the Trustee and/or the Trust Administrator such documents requiring execution and delivery by either or both of them as are necessary or appropriate to enable the Master Servicer or such Servicer to master service and administer or service and administer the Mortgage Loans it services 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, upon Trustee or the direction of the related Servicer, Trust Administrator shall promptly execute such documents and deliver them to the related Master Servicer or such Servicer. In accordance with the standards of the preceding paragraphfirst paragraph of this Section 3.01 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 relating related to the Non-Designated Mortgage Loans it servicesLoans, which advances constitute Servicing Advances and shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.093.06, and further as provided in Section 3.113.08. In no event will any Servicer be required to make any Servicing Advance which would constitute a Nonrecoverable Advance. The costs incurred by the Servicersa Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties related to the Non-Designated Mortgage Loans and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balances of the related Non-Designated Mortgage Loans, notwithstanding that the terms of such Non-Designated Mortgage Loans so permit. The relationship Each Servicer hereby acknowledges that, to the extent such Servicer has previously serviced some or all of each 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 as specifically provided in the related Servicer (Letter Agreement. 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 of any successor after the Closing Date. Notwithstanding anything to the contrary in this Agreement, with respect to any Servicer as servicer under this Agreement) action which according to the Trustee under terms of this Agreement is intended to be performed by the parties Master Servicer and the applicable Servicer, (i) if such action relates to a WMMSC Serviced Mortgage Loan, only WMMSC shall have an obligation to perform such action, and (ii) if such action relates to a Mortgage Loan which is not a WMMSC Serviced Mortgage Loan, the related Servicer shall have an obligation to perform such action, and the Master Servicer in its capacity as successor servicer shall also have an obligation to perform such action, but only if the related Servicer fails to do so. Notwithstanding anything in this Agreement to the contrary, (i) the purchase of any WMMSC Serviced Mortgage Loan by any Person shall be that subject to the rights of an independent contractor 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 GreenPoint Serviced Mortgage Loan by any Person shall be subject to the rights of GreenPoint to continue servicing such GreenPoint Serviced Mortgage Loan for the same servicing fee substantially in accordance with the terms of this Agreement and not that (iii) the purchase of any Wells Fargo Serviced Mortgage Loan by any Person shall be subject to the rixxxx of Wells Fargo to continue servicing such Wells Fargo Serviced Mortgage Loan for xxx xame servicing fee substantially in xxxxxdance with the terms of this Agreement. With respect to each Mortgage Loan (other than with respect to the WMMSC Serviced Mortgage Loans), 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 by the Trustee, 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 comparable instruments with respect to such assignment or re-recording of a joint venturerMortgage in the name of MERS, partner or agentsolely as nominee for the Trustee and its successors and assigns.

Servicers to Service Mortgage Loans. For and on behalf of the Certificateholders, the NMC each Servicer shall service and administer the NMC Mortgage Loans, the BAFSB Servicer shall service and administer the BAFSB related Mortgage Loans and the BANA Servicer shall service and administer the BAFSB Mortgage Loans, all in accordance with the terms of this Agreement, Customary Agreement and with Accepted Servicing Procedures, applicable law Practices. The obligations of each of WFBNA and SPS hereunder to service and administer the Mortgage Loans shall be limited to the WFBNA Serviced Loans and the terms SPS Serviced Loans, respectively; and with respect to the duties and obligations of each Servicer, references herein to “Mortgage Loans” or related “Mortgage Loans” shall be limited to the WFBNA Serviced Loans (and the related proceeds thereof and related REO Properties), in the case of WFBNA and the SPS Serviced Loans (and the related proceeds thereof and related REO Properties), in the case of SPS, and in no event shall any Servicer have any responsibility or liability with respect to any of the other Mortgage Notes and MortgagesLoans. In connection with such servicing and administrationadministration of the Mortgage Loans, each Servicer shall have full power and authority, acting alone and/or through Subservicers as provided in Section 3.023.02 hereof, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration includingadministration, including but not limited to, the power and authority, subject to the terms hereof, hereof (ai) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (bii) to consent, with respect to the Mortgage Loans it services, consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (ciii) to collect any Insurance Proceeds, other Liquidation Proceeds and other Liquidation Proceeds relating to the Mortgage Loans it services, Recoveries and (div) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan, provided that a Servicer shall not take any action that is inconsistent with or prejudices the interests of the Trust Fund or the Certificateholders in any Mortgage Loan it servicesor the rights and interests of the Depositor, the Trustee or the Certificateholders under this Agreement. Each Servicer shall represent and protect the interests of the Trust Fund in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan Loan, and shall not make or permit any modification, waiver or amendment of any term Mortgage Loan which would cause any REMIC hereunder to fail to qualify as a REMIC or result in the imposition of any Mortgage Loan, except as provided pursuant to tax under Section 3.21860F(a) or Section 860G(d) of the Code. Without limiting the generality of the foregoing, each Servicer, in its own name or in the name of any Subservicer or the Depositor and the Trustee, in such Servicer’s full discretion, is hereby authorized and empowered by the Depositor and the Trustee and granted a limited power of attorney by the Trustee, when such Servicer or any Subservicer, as the case may be, believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, discharge and all other comparable instruments, with respect to the Mortgage Loans it servicesLoans, and with respect to the Mortgaged Properties-related Mortgaged Properties to Mortgage Loans held for the benefit of the Certificateholders. Each Servicer shall prepare and deliver to the Depositor and/or the Trustee such documents requiring execution and delivery by either or both of them as are necessary or appropriate to enable such Servicer to service and administer the Mortgage Loans it services to the extent that 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, upon the direction of the related Servicer, Trustee shall promptly execute such documents and deliver them to the related such Servicer. In accordance with the standards of the preceding paragraph, each Servicer the Servicers shall advance or cause to be advanced funds as necessary for the purpose of effecting the payment of taxes and assessments on the Mortgaged Properties relating to the Mortgage Loans it servicesProperties, which advances shall constitute Servicing Advances and shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.093.06, and further as provided in Section 3.113.09. The costs incurred by the Servicersa Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balances of the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. The relationship parties to this Agreement acknowledge that Servicing Advances shall be reimbursable pursuant to Section 3.09 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. With respect to the Mortgage Loans, the Servicer of such Mortgage Loans agrees that, with respect to the Mortgagors of such Mortgage Loans, such Servicer for each Mortgage Loan shall fully furnish, in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company on a monthly basis. 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 provisions contained in this Agreement shall supersede the provisions contained in such other servicing agreement. Each Servicer is authorized and empowered by the Trustee, on behalf of the Certificateholders and the Trustee, in its own name or in the name of any successor Subservicer, when a Servicer or any Subservicer, as the case may be, believes it appropriate in its best judgment to register any Servicer as servicer under this Agreement) Mortgage Loan on the MERS® System, or cause the removal from the registration of any Mortgage Loan on the MERS® System, to execute and deliver, on behalf of the Trustee under this Agreement is intended by and the parties Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to be that of an independent contractor and not that such assignment or re-recording of a joint venturerMortgage in the name of MERS, partner or agentsolely as nominee for the Trustee and its successors and assigns.

Servicers to Service Mortgage Loans. For and on behalf of the Certificateholders, the NMC each Servicer shall service and administer the NMC Mortgage Loans, the BAFSB Servicer shall service and administer the BAFSB related Mortgage Loans and the BANA Servicer shall service and administer the BAFSB Mortgage Loans, all in accordance with the terms of this Agreement, Customary Agreement and with Accepted Servicing Procedures, applicable law Practices. The obligations of each of CMMC and Ocwen hereunder to service and administer the Mortgage Loans shall be limited to the CMMC Serviced Loans and the terms Ocwen Serviced Loans, respectively; and with respect to the duties and obligations of each Servicer, references herein to “Mortgage Loans” or related “Mortgage Loans” shall be limited to the CMMC Serviced Loans (and the related proceeds thereof and related REO Properties), in the case of CMMC and the Ocwen Serviced Loans (and the related proceeds thereof and related REO Properties), in the case of Ocwen, and in no event shall any Servicer have any responsibility or liability with respect to any of the other Mortgage Notes and MortgagesLoans. In connection with such servicing and administration, each Servicer shall have full power and authority, acting alone and/or through Subservicers as provided in Section 3.023.02 hereof, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration includingadministration, including but not limited to, the power and authority, subject to the terms hereof, hereof (ai) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (bii) to consent, with respect to the Mortgage Loans it services, consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (ciii) to collect any Insurance Proceeds and other Liquidation Proceeds relating to the Mortgage Loans it services, and (div) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan, provided that a Servicer shall not take any action that is inconsistent with or prejudices the interests of the Trust Fund or the Certificateholders in any Mortgage Loan it servicesor the rights and interests of the Depositor, the Trustee or the Certificateholders under this Agreement. Each Servicer shall represent and protect the interests of the Trust Fund in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan Loan, and shall not make or permit any modification, waiver or amendment of any term Mortgage Loan which would cause any REMIC hereunder to fail to qualify as a REMIC or result in the imposition of any Mortgage Loan, except as provided pursuant to tax under Section 3.21860F(a) or Section 860G(d) of the Code. Without limiting the generality of the foregoing, each Servicer, in its own name or in the name of any Subservicer or the Depositor and the Trustee, in such Servicer’s full discretion, is hereby authorized and empowered by the Depositor and the Trustee, when such Servicer or any Subservicer, as the case may be, believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, discharge and all other comparable instruments, with respect to the Mortgage Loans it servicesLoans, and with respect to the related Mortgaged Properties held for the benefit of the Certificateholders. Each Servicer shall prepare and deliver to the Depositor and/or the Trustee such documents requiring execution and delivery by either or both of them as are necessary or appropriate to enable such Servicer to service and administer the Mortgage Loans it services to the extent that 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, upon the direction of the related Servicer, Trustee shall promptly execute such documents and deliver them to the related such Servicer. In accordance with the standards of the preceding paragraph, each Servicer the Servicers shall advance or cause to be advanced funds as necessary for the purpose of effecting the payment of taxes and assessments on the Mortgaged Properties relating to the Mortgage Loans it servicesProperties, which advances shall constitute Servicing Advances and shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.093.06, and further as provided in Section 3.113.09. The costs incurred by the Servicersa Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balances of the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. The relationship With respect to the Mortgage Loans, the Servicer of such Mortgage Loans agrees that, with respect to the Mortgagors of such Mortgage Loans, such Servicer for each Mortgage Loan shall fully furnish, in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company on a monthly basis. 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 provisions contained in this Agreement shall supersede the provisions contained in such other servicing agreement. Each Servicer is authorized and empowered by the Trustee, on behalf of the Certificateholders and the Trustee, in its own name or in the name of any successor Subservicer, when a Servicer or any Subservicer, as the case may be, believes it appropriate in its best judgment to register any Servicer as servicer under this Agreement) Mortgage Loan on the MERS® System, or cause the removal from the registration of any Mortgage Loan on the MERS® System, to execute and deliver, on behalf of the Trustee under this Agreement is intended by and the parties Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to be that of an independent contractor and not that such assignment or re-recording of a joint venturerMortgage in the name of MERS, partner or agentsolely as nominee for the Trustee and its successors and assigns.

Servicers to Service Mortgage Loans. For and on behalf of the Certificateholders, the NMC each Servicer shall service and administer the NMC Mortgage Loans, the BAFSB Servicer shall service and administer the BAFSB Mortgage Loans and the BANA Servicer shall service and administer the BAFSB Mortgage Loans, all in accordance with the terms of this Agreement, Customary Accepted Servicing Procedures, applicable law and the terms of the Mortgage Notes and MortgagesPractices. In connection with such servicing and administration, each Servicer shall have full power and authority, acting alone and/or through Subservicers subservicers as provided in Section 3.023.02 hereof, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration includingadministration, including but not limited to, the power and authority, subject to the terms hereof, hereof (ai) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (bii) to consent, with respect to the Mortgage Loans it services, consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (ciii) to collect any Insurance Proceeds and other Liquidation Proceeds relating to the Mortgage Loans it services, and (div) subject to Section 3.12(a), to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that, subject to Section 6.03, no Servicer shall take any action that is inconsistent with or prejudices the interests of the Trust Fund or the Certificateholders in any Mortgage Loan serviced by it servicesunder this Agreement or the rights and interests of the other parties to this Agreement except as otherwise required by this Agreement or by law. Each Servicer shall not make or permit any modification, waiver or amendment of any term of any Mortgage Loan which would cause any of the REMICs provided for herein to fail to qualify as a REMIC or result in the imposition of any tax under Section 860G(a) or 860G(d) of the Code. Each Servicer shall represent and protect the interests interest of the Trust Fund in the same manner as it each currently protects its own interests interest in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan and shall not make or permit any modification, waiver or amendment of any term of any Mortgage Loan, except as but in any case not in any manner that is a lesser standard than that provided pursuant to in the first sentence of this Section 3.213.01. Without limiting the generality of the foregoing, each Servicer, in its own name or in the name of any Subservicer or the Depositor and the Trustee, is hereby authorized and empowered by the Depositor Depositor, the Securities Administrator and the Trustee, when such each Servicer or any Subservicer, as the case may be, believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Securities Administrator, the Certificateholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, subordinations and all other comparable instruments, with respect to the Mortgage Loans it servicesLoans, and with respect to the related Mortgaged Properties held for the benefit of the Certificateholders. Each Servicer shall prepare and deliver to the Depositor Depositor, the Securities Administrator and/or the Trustee such documents requiring execution and delivery by either or both of them as are necessary or appropriate to enable such Servicer to service and administer the Mortgage Loans it services Loans, to the extent that such Servicer is not permitted to execute and deliver such documents pursuant to the preceding sentence. Upon receipt of such documents, the Depositor Depositor, the Securities Administrator and/or the Trustee, upon the direction of the related Servicer, Trustee shall promptly execute such documents and deliver them to the related Servicer. In For purposes of this Section 3.01, the Trustee hereby will provide to each Servicer 50 powers of attorney (intended to be one power of attorney for each state in the United States) to execute and file any and all documents necessary to fulfill the obligations of each Servicer under this Section 3.01. No Servicer shall be required to make any Servicing Advance with respect to a Mortgage Loan that is 150 days or more delinquent. Each Servicer shall deliver a list of Servicing Officers to the Securities Administrator and the Trustee by the Closing Date (or the Subsequent Transfer Date with respect to Subsequent Mortgage Loans). Each Servicer for each related Mortgage Loan has fully furnished, in accordance with the standards Fair Credit Reporting Act and its implementing regulations, accurate and complete information (i.e., favorable and unfavorable) on its borrower credit files to Equifax, Experian, and Trans Union Credit Information Company (three of the preceding paragraphcredit repositories), on a monthly basis. Each Servicer will transmit full-file credit reporting data for each Mortgage Loan pursuant to Xxxxxx Xxx Guide Announcement 97-02 and that for each Mortgage Loan, each Servicer agrees that it shall advance report one of the following statuses each month as follows: current, delinquent (30-, 60-, 90-days, etc.), foreclosed or charged-off. Each Servicer further is authorized and empowered by the Trustee, on behalf of the Certificateholders and the Trustee, in its own name or in the name of the Subservicer, when the related Servicer or the Subservicer, as the case may be, believes it is appropriate in its best judgment to register any Mortgage Loan on the MERS System, or cause the removal from the registration of any Mortgage Loan on the MERS System, to be advanced funds execute and deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as necessary nominee for the purpose Trustee and its successors and assigns. Any reasonable expenses incurred in connection with the actions described in the preceding sentence or as a result of effecting MERS discontinuing or becoming unable to continue operations in connection with the payment of taxes and assessments on the Mortgaged Properties relating to the Mortgage Loans it servicesMERS System, which Servicing Advances shall be reimbursable in subject to withdrawal by the first instance from related collections Servicer from the Mortgagors pursuant to Section 3.09, and further as provided in Section 3.11. The costs incurred by the Servicers, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balances of the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. The relationship of each Servicer (and of any successor to any Servicer as servicer under this Agreement) to the Trustee under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agentCollection Account.

Servicers to Service Mortgage Loans. For and on behalf of the Certificateholders, the NMC each Servicer shall service and administer the NMC Mortgage Loans, the BAFSB Servicer shall service and administer the BAFSB Mortgage Loans and the BANA Servicer shall service and administer the BAFSB Mortgage Loans, all in accordance with the terms of this Agreement, Customary Agreement and with Accepted Servicing Procedures, applicable law Practices. The obligations of Vesta and WMMSC hereunder to service and administer the Mortgage Loans shall be limited to the Vesta Serviced Mortgage Loans and the terms 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 WMMSC Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties) in the case of WMMSC and the Vesta Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties) in the case of Vesta; and in no event shall any Servicer have any responsibility or liability with respect to any of the other Mortgage Notes and MortgagesLoans. In connection with such servicing and administration, each Servicer shall have full power and authority, acting alone and/or through Subservicers as provided in Section 3.023.02 hereof, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration includingadministration, including but not limited to, the power and authority, subject to the terms hereof, hereof (ai) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (bii) to consent, with respect to the Mortgage Loans it services, consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (ciii) to collect any Insurance Proceeds and other Liquidation Proceeds relating to the Mortgage Loans it servicesProceeds, and (div) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that a Servicer shall not take any action that is inconsistent with or prejudices the interests of the Trust Fund or the Certificateholders in any Mortgage Loan it servicesor the rights and interests of the Depositor, the Trustee or the Certificateholders under this Agreement. Each Servicer shall represent and protect the interests of the Trust Fund in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan Loan, and shall not make or permit any modification, waiver or amendment of any term Mortgage Loan which would cause the REMIC created hereunder to fail to qualify as a REMIC or result in the imposition of any Mortgage Loan, except as provided pursuant to tax under Section 3.21860F(a) or Section 860G(d) of the Code. Without limiting the generality of the foregoing, each Servicer, in its own name or in the name of any Subservicer or the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, when such Servicer or any Subservicer, as the case may be, believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, discharge and all other comparable instruments, with respect to the Mortgage Loans it servicesLoans, and with respect to the related Mortgaged Properties held for the benefit of the Certificateholders. Each Servicer shall prepare and deliver to the Depositor and/or the Trustee such documents requiring execution and delivery by either or both of them as are necessary or appropriate to enable such Servicer to service and administer the Mortgage Loans it services to the extent that 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, upon the direction of the related Servicer, Trustee shall promptly execute such documents and deliver them to the related such Servicer. In accordance with the standards of the preceding paragraphparagraph 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 relating to the Mortgage Loans it servicesProperties, which advances shall constitute Servicing Advances and shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.093.06, and further as provided in Section 3.113.08. The costs incurred by the Servicersa Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balances of the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. The relationship of each Each Servicer (and of any successor to any Servicer as servicer under this Agreement) hereby acknowledges that, to the Trustee under extent such Servicer has previously serviced some or all of the Mortgage Loans pursuant to another servicing agreement, the provisions contained in this Agreement is intended by shall supersede the parties to be that of an independent contractor provisions contained in such other servicing agreement from and not that of a joint venturer, partner or agentafter the Closing Date.

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

Servicers to Service Mortgage Loans. For and on behalf of the Certificateholders, the NMC each Servicer shall service and administer the NMC Mortgage Loans, the BAFSB Servicer shall service and administer the BAFSB Mortgage Loans and the BANA Servicer shall service and administer the BAFSB Mortgage Loans, all in accordance with the terms of this Agreement, Customary Accepted Servicing Procedures, applicable law and the terms of the Mortgage Notes and MortgagesPractices. In connection with such servicing and administration, each Servicer shall have full power and authority, acting alone and/or through Subservicers subservicers as provided in Section 3.023.02 hereof, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration includingadministration, including but not limited to, the power and authority, subject to the terms hereof, hereof (ai) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (bii) to consent, with respect to the Mortgage Loans it services, consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (ciii) to collect any Insurance Proceeds and other Liquidation Proceeds relating to the Mortgage Loans it services, and (div) subject to Section 3.12(a), to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that, subject to Section 6.03, no Servicer shall take any action that is inconsistent with or prejudices the interests of the Trust Fund or the Certificateholders in any Mortgage Loan serviced by it servicesunder this Agreement or the rights and interests of the other parties to this Agreement except as otherwise required by this Agreement or by law. Each Servicer shall not make or permit any modification, waiver or amendment of any term of any Mortgage Loan which would cause any of the REMICs provided for herein to fail to qualify as a REMIC or result in the imposition of any tax under Section 860G(a) or 860G(d) of the Code. Each Servicer shall represent and protect the interests interest of the Trust Fund in the same manner as it each currently protects its own interests interest in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan and shall not make or permit any modification, waiver or amendment of any term of any Mortgage Loan, except as but in any case not in any manner that is a lesser standard than that provided pursuant to in the first sentence of this Section 3.213.01. Without limiting the generality of the foregoing, each Servicer, in its own name or in the name of any Subservicer or the Depositor and the Trustee, is hereby authorized and empowered by the Depositor Depositor, the Securities Administrator and the Trustee, when such each Servicer or any Subservicer, as the case may be, believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Securities Administrator, the Certificateholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, subordinations and all other comparable instruments, with respect to the Mortgage Loans it servicesLoans, and with respect to the related Mortgaged Properties held for the benefit of the Certificateholders. Each Servicer shall prepare and deliver to the Depositor Depositor, the Securities Administrator and/or the Trustee such documents requiring execution and delivery by either or both of them as are necessary or appropriate to enable such Servicer to service and administer the Mortgage Loans it services Loans, to the extent that such Servicer is not permitted to execute and deliver such documents pursuant to the preceding sentence. Upon receipt of such documents, the Depositor Depositor, the Securities Administrator and/or the Trustee, upon the direction of the related Servicer, Trustee shall promptly execute such documents and deliver them to the related Servicer. In accordance with For purposes of this Section 3.01, the standards of the preceding paragraph, Trustee hereby will provide to each Servicer shall advance or cause 50 powers of attorney (intended to be advanced funds as necessary one power of attorney for the purpose of effecting the payment of taxes and assessments on the Mortgaged Properties relating to the Mortgage Loans it services, which Servicing Advances shall be reimbursable each state in the first instance from related collections from United States) to execute and file any and all documents necessary to fulfill the Mortgagors pursuant to Section 3.09, and further as provided in Section 3.11. The costs incurred by the Servicers, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balances of the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. The relationship obligations of each Servicer (and of any successor to any Servicer as servicer under this Agreement) Section 3.01. Neither Servicer shall be required to make any Servicing Advance with respect to a Mortgage Loan that is 150 days or more delinquent. Each Servicer shall deliver a list of Servicing Officers to the Securities Administrator and the Trustee under this Agreement is intended by the parties Closing Date (or the Subsequent Transfer Date with respect to be that of an independent contractor and not that of a joint venturer, partner or agentSubsequent Mortgage Loans).

Servicers to Service Mortgage Loans. For and on behalf of the Certificateholders, as independent contractors of the NMC Servicer Trust, (i) each Servicer, severally and not jointly, shall service and administer the NMC Mortgage Loans, the BAFSB Servicer shall service and administer the BAFSB related Non-Designated Mortgage Loans and the BANA Servicer shall service and administer the BAFSB Mortgage Loans, all 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, Customary Servicing Proceduresmaster 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 Servicer (other than WMMSC) according to the terms of this Agreement and (iii) the Master Servicer shall, applicable law in accordance with the Section 3.22 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 Notes Loans shall be limited to the SPS Serviced Mortgage Loans, GreenPoint Serviced Mortgage Loans, Xxxxx Fargo Serviced Mortgage Loans and MortgagesWMMSC 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, GreenPoint Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties) in the case of GreenPoint, 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 Non-Designated Mortgage Loans shall be limited to the GreenPoint Serviced Mortgage Loans, the Xxxxx Fargo Serviced Mortgage Loans, the SPS Serviced Mortgage Loans and the Special 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 WMMSC Serviced Mortgage Loans. In connection with such servicing and administrationadministration of the Non-Designated Mortgage Loans, the Master Servicer and each Servicer shall have full power and authority, acting alone and/or through Subservicers as provided in Section 3.023.02 hereof, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration includingadministration, including but not limited to, the power and authority, subject to the terms hereof, hereof (ai) to execute and deliver, on behalf of the Certificateholders and the TrusteeTrust, customary consents or waivers and other instruments and documents, (bii) to consent, with respect to the Mortgage Loans it services, consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (ciii) to collect any Insurance Proceeds and other Liquidation Proceeds relating to the Mortgage Loans it servicesProceeds, and (div) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that neither the Master Servicer nor a Servicer shall take any action that is inconsistent with or prejudices the interests of the Trust Fund or the Certificateholders in any Mortgage Loan it servicesor the rights and interests of the Depositor, the Trustee, the Trust Administrator or the Certificateholders under this Agreement. Each The Master Servicer and each Servicer shall represent and protect the interests of the Trust Fund in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan Loan, and shall not make or permit any modification, waiver or amendment of any term Mortgage Loan that would cause any REMIC created hereunder to fail to qualify as a REMIC or result in the imposition of any Mortgage Loan, except as provided pursuant to tax under Section 3.21860F(a) or Section 860G(d) of the Code. Without limiting the generality of the foregoing, the Master Servicer and each Servicer, in its own name or in the name of any Subservicer or the Depositor and the TrusteeTrust, is hereby authorized and empowered by the Depositor Depositor, the Trust and the TrusteeTrust Administrator, when the Master Servicer or such Servicer or any Subservicer, as the case may be, believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trust, the 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, discharge and all other comparable instruments, with respect to the Mortgage Loans it servicesLoans, and with respect to the related Mortgaged Properties held for the benefit of the Certificateholders. Each The Master Servicer and each Servicer shall prepare and deliver to the Depositor and/or the Trustee and/or the Trust Administrator such documents requiring execution and delivery by either or both of them as are necessary or appropriate to enable the Master Servicer or such Servicer to master service and administer or service and administer the Mortgage Loans it services 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, upon Trustee or the direction of the related Servicer, Trust Administrator shall promptly execute such documents and deliver them to the related Master Servicer or such Servicer. In accordance with the standards of the preceding paragraphfirst paragraph of this Section 3.01 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 relating related to the Non-Designated Mortgage Loans it servicesLoans, which advances constitute Servicing Advances and shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.093.06, and further as provided in Section 3.113.08. In no event will any Servicer be required to make any Servicing Advance which would constitute a Nonrecoverable Advance. The costs incurred by the Servicersa Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties related to the Non-Designated Mortgage Loans and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balances of the related Non-Designated Mortgage Loans, notwithstanding that the terms of such Non-Designated Mortgage Loans so permit. The relationship Each Servicer hereby acknowledges that, to the extent such Servicer has previously serviced some or all of each the Non-Designated Mortgage Loans pursuant to another servicing agreement, the servicing provisions contained in this Agreement shall supersede the servicing provisions contained in such other servicing agreement from and after the Closing Date, except as specifically provided in the related Servicer (Letter Agreement. 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 of any successor after the Closing Date. Notwithstanding anything to the contrary in this Agreement, with respect to any Servicer as servicer under this Agreement) action which according to the Trustee under terms of this Agreement is intended to be performed by the parties Master Servicer and the applicable Servicer, (i) if such action relates to a WMMSC Serviced Mortgage Loan, only WMMSC shall have an obligation to perform such action, and (ii) if such action relates to a Mortgage Loan which is not a WMMSC Serviced Mortgage Loan, the related Servicer shall have an obligation to perform such action, and the Master Servicer in its capacity as successor servicer shall also have an obligation to perform such action, but only if the related Servicer fails to do so. Notwithstanding anything in this Agreement to the contrary, (i) the purchase of any WMMSC Serviced Mortgage Loan by any Person shall be that subject to the rights of an independent contractor 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 GreenPoint Serviced Mortgage Loan by any Person shall be subject to the rights of GreenPoint to continue servicing such GreenPoint Serviced Mortgage Loan for the same servicing fee substantially in accordance with the terms of this Agreement and not that (iii) the purchase of any Xxxxx Fargo Serviced Mortgage Loan by any Person shall be subject to the rights of Xxxxx Fargo to continue servicing such Xxxxx Fargo Serviced Mortgage Loan for the same servicing fee substantially in accordance with the terms of this Agreement. With respect to each Mortgage Loan (other than with respect to the WMMSC Serviced Mortgage Loans), 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 by the Trustee, 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 comparable instruments with respect to such assignment or re-recording of a joint venturerMortgage in the name of MERS, partner or agentsolely as nominee for the Trustee and its successors and assigns.

Servicers to Service Mortgage Loans. For and on behalf of the Certificateholders, as independent contractors of the NMC Servicer Trust, (i) each Servicer, severally and not jointly, shall service and administer the NMC Mortgage Loans, the BAFSB Servicer shall service and administer the BAFSB related Non-Designated Mortgage Loans and the BANA Servicer shall service and administer the BAFSB Mortgage Loans, all 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, Customary Servicing Proceduresmaster 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 Servicer (other than WMMSC) according to the terms of this Agreement and (iii) the Master Servicer shall, applicable law in accordance with the Section 3.22 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 Fairbanks, GreenPoint and WMMSC hereunder to service and administer the Mortgage Notes Loans shall be limited to the Fairbanks Serviced Mortgage Loans, GreenPoint Serviced Mortgage Loans and MortgagesWMMSC 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 Fairbanks Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties) in the case of Fairbanks, 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 Non-Designated Mortgage Loans shall be limited to the GreenPoint Serviced Mortgage Loans, the Fairbanks Serviced Mortgage Loans and the Special 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 WMMSC Serviced Mortgage Loans. In connection with such servicing and administrationadministration of the Non-Designated Mortgage Loans, the Master Servicer and each Servicer shall have full power and authority, acting alone and/or through Subservicers as provided in Section 3.023.02 hereof, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration includingadministration, including but not limited to, the power and authority, subject to the terms hereof, hereof (ai) to execute and deliver, on behalf of the Certificateholders and the TrusteeTrust, customary consents or waivers and other instruments and documents, (bii) to consent, with respect to the Mortgage Loans it services, consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (ciii) to collect any Insurance Proceeds and other Liquidation Proceeds relating to the Mortgage Loans it servicesProceeds, and (div) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that neither the Master Servicer nor a Servicer shall take any action that is inconsistent with or prejudices the interests of the Trust Fund or the Certificateholders in any Mortgage Loan it servicesor the rights and interests of the Depositor, the Trustee, the Trust Administrator or the Certificateholders under this Agreement. Each The Master Servicer and each Servicer shall represent and protect the interests of the Trust Fund in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan Loan, and shall not make or permit any modification, waiver or amendment of any term Mortgage Loan that would cause any REMIC created hereunder to fail to qualify as a REMIC or result in the imposition of any Mortgage Loan, except as provided pursuant to tax under Section 3.21860F(a) or Section 860G(d) of the Code. Without limiting the generality of the foregoing, the Master Servicer and each Servicer, in its own name or in the name of any Subservicer or the Depositor and the TrusteeTrust, is hereby authorized and empowered by the Depositor Depositor, the Trust and the TrusteeTrust Administrator, when the Master Servicer or such Servicer or any Subservicer, as the case may be, believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trust, the 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, discharge and all other comparable instruments, with respect to the Mortgage Loans it servicesLoans, and with respect to the related Mortgaged Properties held for the benefit of the Certificateholders. Each The Master Servicer and each Servicer shall prepare and deliver to the Depositor and/or the Trustee and/or the Trust Administrator such documents requiring execution and delivery by either or both of them as are necessary or appropriate to enable the Master Servicer or such Servicer to master service and administer or service and administer the Mortgage Loans it services 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, upon Trustee or the direction of the related Servicer, Trust Administrator shall promptly execute such documents and deliver them to the related Master Servicer or such Servicer. In accordance with the standards of the preceding paragraphfirst paragraph of this Section 3.01 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 relating related to the Non-Designated Mortgage Loans it servicesLoans, which advances constitute Servicing Advances and shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.093.06, and further as provided in Section 3.113.08. In no event will any Servicer be required to make any Servicing Advance which would constitute a Nonrecoverable Advance. The costs incurred by the Servicersa Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties related to the Non-Designated Mortgage Loans and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balances of the related Non-Designated Mortgage Loans, notwithstanding that the terms of such Non-Designated Mortgage Loans so permit. The relationship Each Servicer hereby acknowledges that, to the extent such Servicer has previously serviced some or all of each 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 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 of any successor after the Closing Date. Notwithstanding anything to the contrary in this Agreement, with respect to any Servicer as servicer under this Agreement) action which according to the Trustee under terms of this Agreement is intended to be performed by the parties Master Servicer and the applicable Servicer, (i) if such action relates to a WMMSC Serviced Mortgage Loan, only WMMSC shall have an obligation to perform such action, and (ii) if such action relates to a Mortgage Loan which is not a WMMSC Serviced Mortgage Loan, the related Servicer shall have an obligation to perform such action, and the Master Servicer in its capacity as successor servicer shall also have an obligation to perform such action, but only if the related Servicer fails to do so. Notwithstanding anything in this Agreement to the contrary, (i) the purchase of any WMMSC Serviced Mortgage Loan by any Person shall be that subject to the rights of an independent contractor WMMSC to continue servicing such WMMSC Serviced Mortgage Loan for the same Servicing Fee substantially in accordance with the terms of this Agreement and not that (ii) the purchase of any GreenPoint Serviced Mortgage Loan by any Person shall be subject to the rights of GreenPoint to continue servicing such GreenPoint Serviced Mortgage Loan for the same servicing fee substantially in accordance with the terms of this Agreement and. With respect to each Mortgage Loan (other than with respect to the WMMSC Serviced Mortgage Loans), 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 joint venturermonthly basis. With respect to each WMMSC Serviced Mortgage Loan, partner or agentWMMSC 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.

Servicers to Service Mortgage Loans. For and on behalf of the Certificateholders, the NMC each Servicer shall service and administer the NMC Mortgage Loans, the BAFSB Servicer shall service and administer the BAFSB related Mortgage Loans and the BANA Servicer shall service and administer the BAFSB Mortgage Loans, all in accordance with the terms of this AgreementAgreement and with Accepted Servicing Practices. The obligations of each of Ocwen, Customary Servicing ProceduresWFBNA and SPS hereunder to service and administer the Mortgage Loans shall be limited to the Ocwen Serviced Loans, applicable law WFBNA Serviced Loans and the terms SPS Serviced Loans, respectively; and with respect to the duties and obligations of each Servicer, references herein to “Mortgage Loans” or related “Mortgage Loans” shall be limited to the Ocwen Serviced Loans (and the related proceeds thereof and related REO Properties), in the case of Ocwen, the WFBNA Serviced Loans (and the related proceeds thereof and related REO Properties), in the case of WFBNA and the SPS Serviced Loans (and the related proceeds thereof and related REO Properties), in the case of SPS, and in no event shall any Servicer have any responsibility or liability with respect to any of the other Mortgage Notes and MortgagesLoans. In connection with such servicing and administrationadministration of the Mortgage Loans, each Servicer shall have full power and authority, acting alone and/or through Subservicers as provided in Section 3.023.02 hereof, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration includingadministration, including but not limited to, the power and authority, subject to the terms hereof, hereof (ai) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (bii) to consent, with respect to the Mortgage Loans it services, consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (ciii) to collect any Insurance Proceeds, other Liquidation Proceeds and other Liquidation Proceeds relating to the Mortgage Loans it services, Recoveries and (div) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan, provided that a Servicer shall not take any action that is inconsistent with or prejudices the interests of the Trust Fund or the Certificateholders in any Mortgage Loan it servicesor the rights and interests of the Depositor, the Trustee or the Certificateholders under this Agreement. Each Servicer shall represent and protect the interests of the Trust Fund in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan Loan, and shall not make or permit any modification, waiver or amendment of any term Mortgage Loan which would cause any REMIC hereunder to fail to qualify as a REMIC or result in the imposition of any Mortgage Loan, except as provided pursuant to tax under Section 3.21860F(a) or Section 860G(d) of the Code. Without limiting the generality of the foregoing, each Servicer, in its own name or in the name of any Subservicer or the Depositor and the Trustee, in such Servicer’s full discretion, is hereby authorized and empowered by the Depositor and the Trustee and granted a limited power of attorney by the Trustee, when such Servicer or any Subservicer, as the case may be, believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, discharge and all other comparable instruments, with respect to the Mortgage Loans it servicesLoans, and with respect to the Mortgaged Properties-related Mortgaged Properties to such Mortgage Loans held for the benefit of the Certificateholders. Each Servicer shall prepare and deliver to the Depositor and/or the Trustee such documents requiring execution and delivery by either or both of them as are necessary or appropriate to enable such Servicer to service and administer the Mortgage Loans it services to the extent that 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, upon the direction of the related Servicer, Trustee shall promptly execute such documents and deliver them to the related such Servicer. In accordance with the standards of the preceding paragraph, each Servicer the Servicers shall advance or cause to be advanced funds as necessary for the purpose of effecting the payment of taxes and assessments on the Mortgaged Properties relating related to the Mortgage Loans it servicesLoans, which advances shall constitute Servicing Advances and shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.093.06, and further as provided in Section 3.113.09. The costs incurred by the Servicersa Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties related to the Mortgage Loans and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balances of the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. The relationship parties to this Agreement acknowledge that Servicing Advances shall be reimbursable pursuant to Section 3.09 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. With respect to the Mortgage Loans, the Servicer of such Mortgage Loans agrees that, with respect to the Mortgagors of such Mortgage Loans, such Servicer for each Mortgage Loan shall fully furnish, in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company on a monthly basis. 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 provisions contained in this Agreement shall supersede the provisions contained in such other servicing agreement. Each Servicer is authorized and empowered by the Trustee, on behalf of the Certificateholders and the Trustee, in its own name or in the name of any successor Subservicer, when a Servicer or any Subservicer, as the case may be, believes it appropriate in its best judgment to register any Servicer as servicer under this Agreement) Mortgage Loan on the MERS® System, or cause the removal from the registration of any Mortgage Loan on the MERS® System, to execute and deliver, on behalf of the Trustee under this Agreement is intended by and the parties Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to be that of an independent contractor and not that such assignment or re-recording of a joint venturerMortgage in the name of MERS, partner or agentsolely as nominee for the Trustee and its successors and assigns.