Common use of Servicing Standard Clause in Contracts

Servicing Standard. For and on behalf of the Trustee and the Certificateholders, the Servicer shall service and administer the Mortgage Loans in accordance with Acceptable Servicing Procedures except as otherwise expressly provided in this Agreement. In connection with such servicing and administration, the Servicer shall have full power and authority, acting alone and/or through any Sub-Servicer as provided in Section 3.02 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, 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 (including, without limitation, estoppel certificates), (b) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (c) to collect any Insurance Proceeds and Liquidation Proceeds, (d) to consent to any subordinate financings to be secured by any Mortgaged Property to the extent that such consent is required pursuant to the terms of the related Mortgage, (e) to consent to the application of any proceeds of insurance policies or condemnation awards to the restoration of the applicable Mortgaged Property or otherwise, and (f) subject to the provisions of Section 3.07 and 3.13, to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided, however, that the Servicer shall take no action that is materially inconsistent with or materially prejudices the interest of the Trustee or the Certificateholders in any Mortgage Loan or the rights and interest of the Depositor, the Trustee or the Certificateholders under the terms of this Agreement unless such action is specifically called for by the terms hereof. Without limiting the generality of the foregoing, but subject to the terms hereof, the Servicer, in its own name or in the name of the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, when the Servicer believes it appropriate in its best judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any of them, any and all instruments of modification, satisfaction, cancellation or assignment, or of partial or full release or discharge and all other comparable instruments, with respect to the Mortgage Loans, and with respect to the Mortgaged Properties held for the benefit of the Certificateholders. The Servicer shall promptly notify the Trustee of any such execution and delivery. The Depositor and the Trustee for the benefit of the Certificateholders shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to service and administer the Mortgage Loans. In accordance with the standards of the second preceding paragraph, the Servicer shall advance or cause to be advanced funds as necessary for the purpose of effecting the timely payment of taxes and assessments on each Mortgaged Property or any related unpaid insurance premiums that are not timely paid by the Mortgagors prior to any such time as a Mortgage Loan is in foreclosure; provided, however, that the Servicer shall be required to advance only to the extent that such advances, in the good faith judgment of the Servicer, will be recoverable by the Servicer out of Insurance Proceeds, Liquidation Proceeds (net of Liquidation Expenses) or otherwise; and provided further, that such payments shall be advanced when the tax, premium or other cost for which such payment is intended is due. Any such advances shall be reimbursable in the first instance from related collections from the related Mortgagors pursuant to Section 3.07 hereof, and further as Liquidation Expenses as provided in Section 3.13 hereof and may be withdrawn from the Custodial Account pursuant to Section 3.09 hereof. All costs incurred by the Servicer or by the related Sub-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 Principal Balance under the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. Notwithstanding anything in this Agreement to the contrary, the Servicer shall not (unless the Mortgagor is in default with respect to the Mortgage Loan or such default is, in the judgment of the Servicer, imminent) permit any modification with respect to any Mortgage Loan (i) that would change the Net Mortgage Rate or, reduce or increase the principal balance (except for reductions resulting from actual payments of principal) or (ii) that would both constitute a sale or exchange of the Mortgage Loan within the meaning of Section 1001 of the Code (including any proposed, temporary, or final regulations promulgated thereunder) (other than in connection with a proposed conveyance or assumption of the Mortgage Loan that is a Principal Prepayment made (or treated as made) by the Mortgagor of the entire principal balance of a Mortgage Loan) and cause the Trust Fund to fail to qualify as a REMIC under the Code.

Servicing Standard. For and on behalf of the Trustee and the Certificateholders, the Servicer shall service and administer the Mortgage Loans in accordance with Acceptable Servicing Procedures prudent mortgage loan servicing standards and procedures generally accepted in the mortgage banking industry and generally in a manner consistent with ▇▇▇▇▇▇ ▇▇▇ guidelines except as otherwise expressly provided in this Agreement. In connection with such servicing and administration, the Servicer shall have full power and authority, acting alone and/or through any Sub-Servicer as provided in Section 3.02 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, 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 (including, without limitation, estoppel certificates), (b) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (c) to collect any Insurance Proceeds and Liquidation Proceeds, (d) to consent to any subordinate financings to be secured by any Mortgaged Property to the extent that such consent is required pursuant to the terms of the related Mortgage, (e) to consent to the application of any proceeds of insurance policies or condemnation awards to the restoration of the applicable Mortgaged Property or otherwise, and (f) subject to the provisions of Section 3.07 and 3.13, to effectuate foreclosure or other conversion of the ownership of the Mortgaged Mortgage Property securing any Mortgage Loan; provided, however, that the Servicer shall take no action that is materially inconsistent with or materially prejudices the interest of the Trustee or the Certificateholders in any Mortgage Loan or the rights and interest of the Depositor, the Trustee or and the Certificateholders under the terms of this Agreement unless such action is specifically called for by the terms hereof. Without limiting the generality of the foregoing, but subject to the terms hereof, the Servicer, in its own name or in the name of the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, when the Servicer believes it appropriate in its best judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any of them, any and all instruments of modification, satisfaction, cancellation or assignment, or of partial or full release or discharge and all other comparable instruments, with respect to the Mortgage Loans, and with respect to the Mortgaged Properties held for the benefit of the Certificateholders. The Servicer shall promptly notify the Trustee of any such execution and delivery. The Depositor and the Trustee for the benefit of the Certificateholders shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to service and administer the Mortgage Loans. In accordance with the standards of the second preceding paragraph, the Servicer shall advance or cause to be advanced funds as necessary for the purpose of effecting the timely payment of taxes and assessments on each Mortgaged Property or any related unpaid insurance premiums that are not timely paid by the Mortgagors prior to any such time as a Mortgage Loan is in foreclosure; provided, however, that the Servicer shall be required to advance only to the extent that such advances, in the good faith judgment of the Servicer, will be recoverable by the Servicer out of Insurance Proceeds, Liquidation Proceeds (net of Liquidation Expenses) or otherwise; and provided further, that such payments shall be advanced when the tax, premium or other cost for which such payment is intended is due. Any such advances shall be reimbursable in the first instance from related collections from the related Mortgagors pursuant to Section 3.07 hereof, and further as Liquidation Expenses as provided in Section 3.13 hereof and may be withdrawn from the Custodial Account pursuant to Section 3.09 hereof. All costs incurred by the Servicer or by the related Sub-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 Principal Balance under the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. Notwithstanding anything in this Agreement to the contrary, the Servicer shall not (unless the Mortgagor is in default with respect to the Mortgage Loan or such default is, in the judgment of the Servicer, imminent) permit any modification with respect to any Mortgage Loan (i) that would change the Net Mortgage Rate Rate, Class U Net Mortgage Rate, or Class AR5 Net Mortgage Rate, as applicable, or, reduce or increase the principal balance (except for reductions resulting from actual payments of principal) or (ii) that would both constitute a sale or exchange of the such Mortgage Loan within the meaning of Section 1001 of the Code (including any proposed, temporary, temporary or final regulations promulgated thereunder) (other than in connection with a proposed conveyance or assumption of the such Mortgage Loan that is a Principal Prepayment made (or treated as made) by the Mortgagor of the entire principal balance of a Mortgage Loan) and cause the Trust Fund to fail to qualify as a an Adverse REMIC under the CodeEvent.

Servicing Standard. For and on behalf of the Trustee and the Certificateholders, the Servicer shall service and administer the Mortgage Loans in accordance with Acceptable Servicing Procedures prudent mortgage loan servicing standards and procedures generally accepted in the mortgage banking industry and generally in a manner consistent with Fannie Mae guidelines except as otherwise expressly provided in this Agreement▇▇▇▇ ▇▇▇eement. In connection with such servicing and administration, the Servicer shall have full power and authority, acting alone and/or through any Sub-Servicer as provided in Section 3.02 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, 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 (including, without limitation, estoppel certificates), (b) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (c) to collect any Insurance Proceeds and Liquidation Proceeds, (d) to consent to any subordinate financings to be secured by any Mortgaged Property to the extent that such consent is required pursuant to the terms of the related Mortgage, (e) to consent to the application of any proceeds of insurance policies or condemnation awards to the restoration of the applicable Mortgaged Property or otherwise, and (f) subject to the provisions of Section 3.07 and 3.13, to effectuate foreclosure or other conversion of the ownership of the Mortgaged Mortgage Property securing any Mortgage Loan; provided, however, that the Servicer shall take no action that is materially inconsistent with or materially prejudices the interest of the Trustee or the Certificateholders in any Mortgage Loan or the rights and interest of the Depositor, the Trustee or and the Certificateholders under the terms of this Agreement unless such action is specifically called for by the terms hereof. Without limiting the generality of the foregoing, but subject to the terms hereof, the Servicer, in its own name or in the name of the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, when the Servicer believes it appropriate in its best judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any of them, any and all instruments of modification, satisfaction, cancellation or assignment, or of partial or full release or discharge and all other comparable instruments, with respect to the Mortgage Loans, and with respect to the Mortgaged Properties held for the benefit of the Certificateholders. The Servicer shall promptly notify the Trustee of any such execution and delivery. The Depositor and the Trustee for the benefit of the Certificateholders shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to service and administer the Mortgage Loans. In accordance with the standards of the second preceding paragraph, the Servicer shall advance or cause to be advanced funds as necessary for the purpose of effecting the timely payment of taxes and assessments on each Mortgaged Property or any related unpaid insurance premiums that are not timely paid by the Mortgagors prior to any such time as a Mortgage Loan is in foreclosure; provided, however, that the Servicer shall be required to advance only to the extent that such advances, in the good faith judgment of the Servicer, will be recoverable by the Servicer out of Insurance Proceeds, Liquidation Proceeds (net of Liquidation Expenses) or otherwise; and provided further, that such payments shall be advanced when the tax, premium or other cost for which such payment is intended is due. Any such advances shall be reimbursable in the first instance from related collections from the related Mortgagors pursuant to Section 3.07 hereof, and further as Liquidation Expenses as provided in Section 3.13 hereof and may be withdrawn from the Custodial Account pursuant to Section 3.09 hereof. All costs incurred by the Servicer or by the related Sub-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 Principal Balance under the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. Notwithstanding anything in this Agreement to the contrary, the Servicer shall not (unless the Mortgagor is in default with respect to the Mortgage Loan or such default is, in the judgment of the Servicer, imminent) permit any modification with respect to any Mortgage Loan (i) that would change the Net Mortgage Rate or Class AR5 Net Mortgage Rate, as applicable, or, reduce or increase the principal balance (except for reductions resulting from actual payments of principal) or (ii) that would both constitute a sale or exchange of the such Mortgage Loan within the meaning of Section 1001 of the Code (including any proposed, temporary, temporary or final regulations promulgated thereunder) (other than in connection with a proposed conveyance or assumption of the such Mortgage Loan that is a Principal Prepayment made (or treated as made) by the Mortgagor of the entire principal balance of a Mortgage Loan) and cause the Trust Fund to fail to qualify as a an Adverse REMIC under the CodeEvent.

Servicing Standard. For and on behalf of the Trustee Trustee, the Insurer and the Certificateholders, the Servicer shall service and administer the Mortgage Loans in accordance with Acceptable Servicing Procedures prudent mortgage loan servicing standards and procedures generally accepted in the mortgage banking industry and generally in a manner consistent with FNMA guidelines except as otherwise expressly provided in this Agreement. In connection with such servicing and administration, the Servicer shall have full power and authority, acting alone and/or through any Sub-Servicer as provided in Section 3.02 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, 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 (including, without limitation, estoppel certificates), (b) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (c) to collect any Insurance Proceeds and Liquidation Proceeds, (d) to consent to any subordinate financings to be secured by any Mortgaged Property to the extent that such consent is required pursuant to the terms of the related Mortgage, (e) to consent to the application of any proceeds of insurance policies or condemnation awards to the restoration of the applicable Mortgaged Property or otherwise, and (f) subject to the provisions of Section 3.07 and 3.13, to effectuate foreclosure or other conversion of the ownership of the Mortgaged Mortgage Property securing any Mortgage Loan; provided, however, that the Servicer shall take no action that is materially inconsistent with or materially prejudices the interest of the Trustee Trustee, the Insurer or the Certificateholders in any Mortgage Loan or the rights and interest of the Depositor, the Insurer, the Trustee or and the Certificateholders under the terms of this Agreement unless such action is specifically called for by the terms hereof. Without limiting the generality of the foregoing, but subject to the terms hereof, the Servicer, in its own name or in the name of the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, when the Servicer believes it appropriate in its best judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any of them, any and all instruments of modification, satisfaction, cancellation or assignment, or of partial or full release or discharge and all other comparable instruments, with respect to the Mortgage Loans, and with respect to the Mortgaged Properties held for the benefit of the Certificateholders. The Servicer shall promptly notify the Trustee of any such execution and delivery. The Depositor and the Trustee for the benefit of the Certificateholders shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to service and administer the Mortgage Loans. In accordance with the standards of the second preceding paragraph, the Servicer shall advance or cause to be advanced funds as necessary for the purpose of effecting the timely payment of taxes and assessments on each Mortgaged Property or any related unpaid insurance premiums that are not timely paid by the Mortgagors prior to any such time as a Mortgage Loan is in foreclosure; provided, however, that the Servicer shall be required to advance only to the extent that such advances, in the good faith judgment of the Servicer, will be recoverable by the Servicer out of Insurance Proceeds, Liquidation Proceeds (net of Liquidation Expenses) or otherwise; and provided further, that such payments shall be advanced when the tax, premium or other cost for which such payment is intended is due. Any such advances shall be reimbursable in the first instance from related collections from the related Mortgagors pursuant to Section 3.07 hereof, and further as Liquidation Expenses as provided in Section 3.13 hereof and may be withdrawn from the Custodial Account pursuant to Section 3.09 hereof. All costs incurred by the Servicer or by the related Sub-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 Principal Balance under the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. Notwithstanding anything in this Agreement to the contrary, the Servicer shall not (unless the Mortgagor is in default with respect to the Mortgage Loan or such default is, in the judgment of the Servicer, imminent) permit any modification with respect to any Mortgage Loan (i) that would change the Net Mortgage Rate or, reduce or increase the principal balance (except for reductions resulting from actual payments of principal) ), except for conversions to a fixed rate in accordance with the terms of the Mortgage Loan or (ii) that would both constitute a sale or exchange of the such Mortgage Loan within the meaning of Section 1001 of the Code (including any proposed, temporary, temporary or final regulations promulgated thereunder) (other than in connection with a proposed conveyance or assumption of the such Mortgage Loan that is a Principal Prepayment made (or treated as made) by the Mortgagor of the entire principal balance of a Mortgage Loan) and cause the Trust Fund REMIC to fail to qualify as a REMIC remic under the Code.

Servicing Standard. (a) For and on behalf of the Trustee and the Certificateholders, the Master Servicer shall service and administer the Mortgage Loans in accordance with Acceptable Servicing Procedures prudent mortgage loan servicing standards and procedures generally accepted in the mortgage banking industry and generally in a manner consistent with Fannie Mae guidelines except as otherwise expressly otherw▇▇▇ ▇▇p▇▇▇sly provided in this Agreement. In connection with such servicing and administration, the Master Servicer shall have full power and authority, acting alone and/or through any Sub-Servicer as provided in Section 3.02 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, including but not limited to, the power and authority, subject to the terms hereof (ai) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents (including, without limitation, estoppel certificates), (bii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (ciii) to collect any Insurance Proceeds and Liquidation Proceeds, (div) to consent to any subordinate financings to be secured by any Mortgaged Property to the extent that such consent is required pursuant to the terms of the related Mortgage, (ev) to consent to the application of any proceeds of insurance policies or condemnation awards to the restoration of the applicable Mortgaged Property or otherwise, and (fvi) subject to the provisions of Section 3.07 and 3.13, to effectuate foreclosure or other conversion of the ownership of the Mortgaged Mortgage Property securing any Mortgage Loan; provided, however, that the Master Servicer shall take no action that is materially inconsistent with or materially prejudices the interest of the Trustee or the Certificateholders in any Mortgage Loan or the rights and interest of the DepositorSeller, the Trustee or and the Certificateholders under the terms of this Agreement unless such action is specifically called for by the terms hereof. . (b) Without limiting the generality of the foregoing, but subject to the terms hereof, the Master Servicer, in its own name or in the name of the Depositor and the Trustee, is hereby authorized and empowered by the Depositor Seller and the Trustee, when the Master Servicer believes it appropriate in its best judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any of them, any and all instruments of modification, satisfaction, cancellation or assignment, or of partial or full release or discharge and all other comparable instruments, with respect to the Mortgage Loans, and with respect to the Mortgaged Properties held for the benefit of the Certificateholders. The Master Servicer shall promptly notify the Trustee of any such execution and delivery. The Depositor and the Trustee for the benefit of the Certificateholders shall furnish the Servicer with execute any powers of attorney and other documents necessary or appropriate to enable the Master Servicer to service and administer the Mortgage Loans. In accordance with the standards of the second preceding paragraph, the Servicer shall advance or cause to be advanced funds as necessary for the purpose of effecting the timely payment of taxes and assessments on each Mortgaged Property or any related unpaid insurance premiums that are not timely paid by the Mortgagors prior to any such time as a Mortgage Loan is in foreclosure; provided, however, that the Servicer shall be required to advance only to the extent that such advances, in the good faith judgment of the Servicer, will be recoverable by the Servicer out of Insurance Proceeds, Liquidation Proceeds . (net of Liquidation Expensesc) or otherwise; and provided further, that such payments shall be advanced when the tax, premium or other cost for which such payment is intended is due. Any such advances shall be reimbursable in the first instance from related collections from the related Mortgagors pursuant to Section 3.07 hereof, and further as Liquidation Expenses as provided in Section 3.13 hereof and may be withdrawn from the Custodial Account pursuant to Section 3.09 hereof. All costs incurred by the Servicer or by the related Sub-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 Principal Balance under the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. Notwithstanding anything in this Agreement to the contrary, the Master Servicer shall not (unless the Mortgagor is in default with respect to the Mortgage Loan or such default is, in the judgment of the Master Servicer, imminent) permit any modification with respect to any Mortgage Loan (i) that would change the Net Mortgage Rate or, reduce or increase the principal balance (except for increases resulting from the addition of Deferred Interest and reductions resulting from actual payments of principal) or (ii) that would both constitute a sale or exchange of the such Mortgage Loan within the meaning of Section 1001 of the Code (including any proposed, temporary, temporary or final regulations promulgated thereunder) (other than in connection with a proposed conveyance or assumption of the such Mortgage Loan that is a Principal Prepayment made (or treated as made) by the Mortgagor of the entire principal balance of a Mortgage Loan) and cause the Trust Fund to fail to qualify as a REMIC under the Code. (d) If an Index of Eleventh District COFI is not available with respect to any Mortgage Loan, the Master Servicer will choose an Index of One-Year MTA for that Mortgage Loan. If neither an Index of Eleventh District COFI nor One-Year MTA is available with respect to any Mortgage Loan, the Master Servicer will select an alternative Index which is based on comparable information. In such event, the Master Servicer will also determine a new Gross Margin. The new Gross Margin will be the difference between the average of the last available Index for the most recent three-year period which ends on the last date the last available Index was available plus the Gross Margin on the last date the last available Index was available and the average of the new Index for the most recent three year period which ends on that date (or, if not available for such three-year period, for such time as it is available), rounded as provided in the Mortgage Note.

Servicing Standard. For and on behalf of the Trustee and the CertificateholdersThe Servicer, the Servicer as an independent contractor, ------------------ shall service and administer (or cause a Subservicer to service and administer) the Mortgage Loans Trust Assets in accordance with Acceptable Servicing Procedures except and as otherwise expressly provided described in this Agreement. In connection with such servicing and administration, the Servicer Indenture, the Operating and Management Agreement, the Construction Phase Agreement, the Security Documents and the Revenue Agreements and shall have full power and authority, acting alone and/or through any Sub-Servicer as provided in Section 3.02 hereofalone, 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 (including, without limitation, estoppel certificates), (b) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (c) to collect any Insurance Proceeds and Liquidation Proceeds, (d) to consent to any subordinate financings to be secured by any Mortgaged Property to the extent that such consent is required pursuant to the terms of the related Mortgage, (e) to consent to the application of any proceeds of insurance policies or condemnation awards to the restoration of the applicable Mortgaged Property or otherwise, and (f) subject to the provisions of Section 3.07 and 3.13, to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided, however, that administration which the Servicer shall take no action that is materially inconsistent may deem necessary or desirable and consistent with or materially prejudices the interest of the Trustee or the Certificateholders in any Mortgage Loan or the rights and interest of the Depositor, the Trustee or the Certificateholders under the terms of this Agreement unless such action is specifically called for by Agreement, the terms hereof. Without limiting Indenture, the generality Operating and Management Agreement, the Construction Phase Agreement, the Security Documents and the Revenue Agreements and the ordinary servicing and administrative practices of the foregoing, but subject prudent institutions administering assets similar to the terms hereofTrust Assets. Notwithstanding anything to the contrary contained herein, the Servicer, in servicing and administering the Trust Assets, shall employ or cause to be employed procedures (including collection, foreclosure, liquidation and management and liquidation procedures) and exercise the same care that it customarily employs and exercises in servicing and administering assets of the same type as the Trust Assets for its own name or account, all in the name accordance with Accepted Servicing Procedures of prudent owners and servicers of assets of the Depositor same type as the Trust Assets and giving due consideration to the Noteholders' reliance on the Servicer. The Servicer has and shall maintain the facilities, procedures and experienced personnel necessary to comply with the servicing standard set forth in this subsection (a) and the Trustee, is hereby authorized and empowered by duties of the Depositor Servicer set forth in this Agreement and the TrusteeIndenture relating to the servicing and administration of the Trust Assets. In performing its obligations hereunder and under the Indenture and the Operating and Management Agreement, when the Servicer believes it appropriate shall at all times act in its best judgmentgood faith in a commercially reasonable manner in accordance with applicable law and the Contracts. Notwithstanding any provision to the contrary herein, to execute and deliver, neither the Servicer nor any Subservicer on behalf of the Trustee, the Depositor, the Certificateholders or any of them, any and all instruments of modification, satisfaction, cancellation or assignment, or of partial or full release or discharge and all other comparable instruments, with respect to the Mortgage Loans, and with respect to the Mortgaged Properties held for the benefit of the Certificateholders. The Servicer shall promptly notify the Trustee of have any such execution and delivery. The Depositor and the Trustee for the benefit of the Certificateholders shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to service and administer the Mortgage Loans. In accordance with the standards of the second preceding paragraph, the Servicer shall advance or cause to be advanced funds as necessary for the purpose of effecting the timely payment of taxes and assessments on each Mortgaged Property or any related unpaid insurance premiums that are not timely paid by the Mortgagors prior to any such time as a Mortgage Loan is in foreclosure; provided, however, that the Servicer shall be required obligation to advance only to the extent that such advances, in the good faith judgment of the Servicer, will be recoverable by the Servicer out of Insurance Proceeds, Liquidation Proceeds (net of Liquidation Expenses) or otherwise; and provided further, that such its own funds for any delinquent payments shall be advanced when the tax, premium or other cost for which such payment is intended is due. Any such advances shall be reimbursable in the first instance from related collections from the related Mortgagors pursuant to Section 3.07 hereof, and further as Liquidation Expenses as provided in Section 3.13 hereof and may be withdrawn from the Custodial Account pursuant to Section 3.09 hereof. All costs incurred by the Servicer or by the related Sub-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 Principal Balance under the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. Notwithstanding anything in this Agreement to the contrary, the Servicer shall not (unless the Mortgagor is in default with respect to the Mortgage Loan or such default is, in the judgment of the Servicer, imminent) permit any modification with respect to any Mortgage Loan (i) that would change the Net Mortgage Rate or, reduce or increase the principal balance (except for reductions resulting from actual payments of principal) or (ii) that would both constitute a sale or exchange of the Mortgage Loan within the meaning of Section 1001 of the Code (including any proposed, temporary, or final regulations promulgated thereunder) (other than in connection with a proposed conveyance or assumption of the Mortgage Loan that is a Principal Prepayment made (or treated as made) by the Mortgagor of the entire principal balance of a Mortgage Loan) and cause the Trust Fund to fail to qualify as a REMIC under the CodeRevenue Agreement.

Servicing Standard. For and on behalf (a) The Equipment Holder agrees to provide all of the Trustee services described in this Article II (the “Contract Services”) using that standard of care (i) (A) used by the Master Manager prior to the Closing Date in managing and servicing its Customers’ needs and (B) to the extent of changed circumstances, practices, technologies, strategies or implementation methods, procedures and degrees of care, that is at least equal or superior to that employed by third parties generally recognized as competent managers of the business of delivering services similar to Contract Services, (ii) as would enable the Equipment Holder to provide in all material respects all of the Delivery Services and any agreed upon Ancillary Services and to comply in all material respects with all of the other duties and obligations of the Contract Holder under the Customer Contracts and (iii) in compliance in all material respects with all applicable requirements of law (the “Servicing Standard”). (b) Subject to paragraph (c) below and the Certificateholdersother terms of this Agreement, the Servicer Equipment Holder shall service have the right to exercise reasonable discretion in connection with the performance and administer delivery of the Mortgage Loans Contract Services. The Equipment Holder shall pay all costs and expenses incurred in accordance with Acceptable Servicing Procedures except as otherwise expressly provided in connection therewith that may be necessary or advisable for the carrying out of the transactions contemplated by this Agreement. In connection The Equipment Holder may, for its own account, seek the assistance of other parties in carrying out its duties hereunder and enter into separate agreements therefor, provided that the Equipment Holder will at all times remain primarily liable for its duties and obligations hereunder. (c) The Equipment Holder shall consult with such servicing and administration, obtain written approval from the Servicer shall have full power and authority, acting alone and/or through Contract Holder for any Sub-Servicer as provided in Section 3.02 hereof, to do or cause to be done any and all things that action it may deem necessary or desirable propose to take in connection with a Customer or a Customer Contract that is not within the ordinary course of business or expressly permitted under such servicing and administrationCustomer Contract or the agreed-upon terms with a Customer with respect to Ancillary Services. Neither party hereunder shall take any action pursuant to this Agreement which is inconsistent with, including but not limited toor would cause the other party to default under, violate or otherwise breach any provision of a Customer Contract or the power and authority, subject Transaction Documents 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 (including, without limitation, estoppel certificates), (b) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (c) to collect any Insurance Proceeds and Liquidation Proceeds, which such Person is a party. (d) to consent to any subordinate financings to be secured by any Mortgaged Property to the extent The Equipment Holder agrees that such consent is required pursuant to the terms of the related Mortgage, (ein performing its duties under Section 2.2(i) to consent to the application of any proceeds of insurance policies or condemnation awards to the restoration of the applicable Mortgaged Property or otherwise, and (fj) subject to above, it will not originate any new unwritten Customer Contracts except for unwritten Customer Contracts (i) with ▇▇▇▇▇▇▇▇’▇ Corporation, its Affiliates and franchisees and (ii) with new owners of Customers at the provisions of Section 3.07 and 3.13, to effectuate foreclosure same Customer location for which an unwritten or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loanwritten Customer Contracts already exists; provided, however, that the Servicer shall take no action that is materially inconsistent with or materially prejudices the interest of the Trustee or the Certificateholders in any Mortgage Loan or the rights and interest of the Depositor, the Trustee or the Certificateholders Customer Contracts under the terms of this Agreement unless such action is specifically called for by Fill Plan may be unwritten if the terms hereof. Without limiting the generality of the foregoingEquipment Holder, but subject to the terms hereof, the Servicer, in its own name or in the name of the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, when the Servicer believes it appropriate in its best judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any of them, any and all instruments of modification, satisfaction, cancellation or assignment, or of partial or full release or discharge and all other comparable instruments, with respect to the Mortgage Loans, and with respect to the Mortgaged Properties held for the benefit of the Certificateholders. The Servicer shall promptly notify the Trustee of any such execution and delivery. The Depositor and the Trustee for the benefit of the Certificateholders shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to service and administer the Mortgage Loans. In accordance after consultation with the standards of the second preceding paragraph, the Servicer shall advance or cause Master Manager determines that it is commercially reasonable to be advanced funds as necessary for the purpose of effecting the timely payment of taxes and assessments on each Mortgaged Property or any related unpaid insurance premiums that are not timely paid by the Mortgagors prior to any enter into such time as a Mortgage Loan is Customer Contracts in foreclosure; provided, however, that the Servicer shall be required to advance only to the extent that such advances, in the good faith judgment of the Servicer, will be recoverable by the Servicer out of Insurance Proceeds, Liquidation Proceeds (net of Liquidation Expenses) or otherwise; and provided further, that such payments shall be advanced when the tax, premium or other cost for which such payment is intended is due. Any such advances shall be reimbursable in the first instance from related collections from the related Mortgagors pursuant to Section 3.07 hereof, and further as Liquidation Expenses as provided in Section 3.13 hereof and may be withdrawn from the Custodial Account pursuant to Section 3.09 hereof. All costs incurred by the Servicer or by the related Sub-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 Principal Balance under the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. Notwithstanding anything in this Agreement to the contrary, the Servicer shall not (unless the Mortgagor is in default with respect to the Mortgage Loan or such default is, in the judgment of the Servicer, imminent) permit any modification with respect to any Mortgage Loan (i) that would change the Net Mortgage Rate or, reduce or increase the principal balance (except for reductions resulting from actual payments of principal) or (ii) that would both constitute a sale or exchange of the Mortgage Loan within the meaning of Section 1001 of the Code (including any proposed, temporary, or final regulations promulgated thereunder) (other than in connection with a proposed conveyance or assumption of the Mortgage Loan that is a Principal Prepayment made (or treated as made) by the Mortgagor of the entire principal balance of a Mortgage Loan) and cause the Trust Fund to fail to qualify as a REMIC under the Codean unwritten form.

Servicing Standard. (a) For and on behalf of the Trustee and the Certificateholders, the Master Servicer shall service and administer the Mortgage Loans in accordance with Acceptable Servicing Procedures prudent mortgage loan servicing standards and procedures generally accepted in the mortgage banking industry and generally in a manner consistent with ▇▇▇▇▇▇ ▇▇▇ guidelines except as otherwise expressly provided in this Agreement. In connection with such servicing and administration, the Servicer shall have full power and authorityMaster Servicer, acting alone and/or through any Sub-Servicer as provided in Section 3.02 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, including but not limited to, shall have the power and authority, subject to the terms hereof (ai) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents (including, without limitation, estoppel certificates), (bii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (ciii) to collect any Insurance Proceeds and Liquidation Proceeds, (div) to consent to any subordinate financings to be secured by any Mortgaged Property to the extent that such consent is required pursuant to the terms of the related Mortgage, (ev) to consent to the application of any proceeds of insurance policies or condemnation awards to the restoration of the applicable Mortgaged Property or otherwise, and (fvi) subject to the provisions of Section 3.07 and 3.13, to effectuate foreclosure or other conversion of the ownership of the Mortgaged Mortgage Property securing any Mortgage Loan; provided, however, that the Master Servicer shall take no action that is materially inconsistent with or materially prejudices the interest of the Trustee or the Certificateholders in any Mortgage Loan or the rights and interest of the DepositorSeller, the Trustee or and the Certificateholders under the terms of this Agreement unless such action is specifically called for by the terms hereof. . (b) Without limiting the generality of the foregoing, but subject to the terms hereof, the Master Servicer, in its own name or in the name of the Depositor and the Trustee, is hereby authorized and empowered by the Depositor Seller and the Trustee, when the Servicer believes it appropriate in its best judgmenta prudent servicer of mortgage loans would so act under similar circumstances, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any of them, any and all instruments of modification, satisfaction, cancellation or assignment, or of partial or full release or discharge and all other comparable instruments, with respect to the Mortgage Loans, and with respect to the Mortgaged Properties held for the benefit of the Certificateholders. The Master Servicer shall promptly notify the Trustee of any such execution and delivery. The Depositor and the Trustee for the benefit of the Certificateholders shall furnish the Servicer with execute any powers of attorney and other documents necessary or appropriate to enable the Master Servicer to service and administer the Mortgage Loans. In accordance with the standards of the second preceding paragraph, the Servicer shall advance or cause to be advanced funds as necessary for the purpose of effecting the timely payment of taxes and assessments on each Mortgaged Property or any related unpaid insurance premiums that are not timely paid by the Mortgagors prior to any such time as a Mortgage Loan is in foreclosure; provided, however, that the Servicer shall be required to advance only to the extent that such advances, in the good faith judgment of the Servicer, will be recoverable by the Servicer out of Insurance Proceeds, Liquidation Proceeds . (net of Liquidation Expensesc) or otherwise; and provided further, that such payments shall be advanced when the tax, premium or other cost for which such payment is intended is due. Any such advances shall be reimbursable in the first instance from related collections from the related Mortgagors pursuant to Section 3.07 hereof, and further as Liquidation Expenses as provided in Section 3.13 hereof and may be withdrawn from the Custodial Account pursuant to Section 3.09 hereof. All costs incurred by the Servicer or by the related Sub-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 Principal Balance under the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. Notwithstanding anything in this Agreement to the contrary, the Master Servicer shall not (unless the Mortgagor is in default with respect to the Mortgage Loan or such default is, in the judgment of the Master Servicer, imminent) permit any modification with respect to any Mortgage Loan (i) that would change the Net Mortgage Rate or, reduce or increase the principal balance (except for increases resulting from the addition of Deferred Interest and reductions resulting from actual payments of principal) or (ii) that would both constitute a sale or exchange of the such Mortgage 44 Loan within the meaning of Section 1001 of the Code (including any proposed, temporary, temporary or final regulations promulgated thereunder) (other than in connection with a proposed conveyance or assumption of the such Mortgage Loan that is a Principal Prepayment made (or treated as made) by the Mortgagor of the entire principal balance of a Mortgage Loan) and cause the Trust Fund to fail to qualify as a REMIC under the Code. (d) If an Index of One-Year MTA is not available with respect to any Mortgage Loan, the Master Servicer will select an alternative Index which is based on comparable information. In such event, the Master Servicer will also determine a new Gross Margin. The new Gross Margin will be the difference between the average of the last available Index for the most recent three-year period which ends on the last date the last available Index was available plus the Gross Margin on the last date the last available Index was available and the average of the new Index for the most recent three year period which ends on that date (or, if not available for such three-year period, for such time as it is available), rounded as provided in the Mortgage Note.

Servicing Standard. For and on behalf of the Trustee Trustee, the Insurer and the Certificateholders, the Servicer shall service and administer the Mortgage Loans in accordance with Acceptable Servicing Procedures prudent mortgage loan servicing standards and procedures generally accepted in the mortgage banking industry and generally in a manner consistent with FNMA guidelines except as otherwise expressly provided in this Agreement. In connection with such servicing and administration, the Servicer shall have full power and authority, acting alone and/or through any Sub-Servicer as provided in Section 3.02 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, 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 (including, without limitation, estoppel certificates), (b) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (c) to collect any Insurance Proceeds and Liquidation Proceeds, (d) to consent to any subordinate financings to be secured by any Mortgaged Property to the extent that such consent is required pursuant to the terms of the related Mortgage, (e) to consent to the application of any proceeds of insurance policies or condemnation awards to the restoration of the applicable Mortgaged Property or otherwise, and (f) subject to the provisions of Section 3.07 and 3.13, to effectuate foreclosure or other conversion of the ownership of the Mortgaged Mortgage Property securing any Mortgage Loan; providedPROVIDED, howeverHOWEVER, that the Servicer shall take no action that is materially inconsistent with or materially prejudices the interest of the Trustee Trustee, the Insurer or the Certificateholders in any Mortgage Loan or the rights and interest of the Depositor, the Insurer, the Trustee or and the Certificateholders under the terms of this Agreement unless such action is specifically called for by the terms hereof. Without limiting the generality of the foregoing, but subject to the terms hereof, the Servicer, in its own name or in the name of the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, when the Servicer believes it appropriate in its best judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any of them, any and all instruments of modification, satisfaction, cancellation or assignment, or of partial or full release or discharge and all other comparable instruments, with respect to the Mortgage Loans, and with respect to the Mortgaged Properties held for the benefit of the Certificateholders. The Servicer shall promptly notify the Trustee of any such execution and delivery. The Depositor and the Trustee for the benefit of the Certificateholders shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to service and administer the Mortgage Loans. In accordance with the standards of the second preceding paragraph, the Servicer shall advance or cause to be advanced funds as necessary for the purpose of effecting the timely payment of taxes and assessments on each Mortgaged Property or any related unpaid insurance premiums that are not timely paid by the Mortgagors prior to any such time as a Mortgage Loan is in foreclosure; providedPROVIDED, howeverHOWEVER, that the Servicer shall be required to advance only to the extent that such advances, in the good faith judgment of the Servicer, will be recoverable by the Servicer out of Insurance Proceeds, Liquidation Proceeds (net of Liquidation Expenses) or otherwise; and provided furtherPROVIDED FURTHER, that such payments shall be advanced when the tax, premium or other cost for which such payment is intended is due. Any such advances shall be reimbursable in the first instance from related collections from the related Mortgagors pursuant to Section 3.07 hereof, and further as Liquidation Expenses as provided in Section 3.13 hereof and may be withdrawn from the Custodial Account pursuant to Section 3.09 hereof. All costs incurred by the Servicer or by the related Sub-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 Principal Balance under the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. Notwithstanding anything in this Agreement to the contrary, the Servicer shall not (unless the Mortgagor is in default with respect to the Mortgage Loan or such default is, in the judgment of the Servicer, imminent) permit any modification with respect to any Mortgage Loan (i) that would change the Net Mortgage Rate or, reduce or increase the principal balance (except for reductions resulting from actual payments of principal) or (ii) that would both constitute ), except for conversions to a sale or exchange fixed rate in accordance with the terms of the Mortgage Loan within the meaning of Section 1001 of the Code (including any proposed, temporary, or final regulations promulgated thereunder) (other than in connection with a proposed conveyance or assumption of the Mortgage Loan that is a Principal Prepayment made (or treated as made) by the Mortgagor of the entire principal balance of a Mortgage Loan) and cause the Trust Fund to fail to qualify as a REMIC under the Code.

Servicing Standard. For and on behalf of the Trustee Trustee, the Insurer and the Certificateholders, the Servicer shall service and administer the Mortgage Loans in accordance with Acceptable Servicing Procedures prudent mortgage loan servicing standards and procedures generally accepted in the mortgage banking industry and generally in a manner consistent with FNMA guidelines except as otherwise expressly provided in this Agreement. In connection with such servicing and administration, the Servicer shall have full power and authority, acting alone and/or through any Sub-Sub- Servicer as provided in Section 3.02 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, 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 (including, without limitation, estoppel certificates), (b) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (c) to collect any Insurance Proceeds and Liquidation Proceeds, (d) to consent to any subordinate financings to be secured by any Mortgaged Property to the extent that such consent is required pursuant to the terms of the related Mortgage, (e) to consent to the application of any proceeds of insurance policies or condemnation awards to the restoration of the applicable Mortgaged Property or otherwise, and (f) subject to the provisions of Section 3.07 and 3.13, to effectuate foreclosure or other conversion of the ownership of the Mortgaged Mortgage Property securing any Mortgage Loan; provided, however, that the Servicer shall take no action that is materially inconsistent with or materially prejudices the interest of the Trustee Trustee, the Insurer or the Certificateholders in any Mortgage Loan or the rights and interest of the Depositor, the Insurer, the Trustee or and the Certificateholders under the terms of this Agreement unless such action is specifically called for by the terms hereof. Without limiting the generality of the foregoing, but subject to the terms hereof, the Servicer, in its own name or in the name of the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, when the Servicer believes it appropriate in its best judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any of them, any and all instruments of modification, satisfaction, cancellation or assignment, or of partial or full release or discharge and all other comparable instruments, with respect to the Mortgage Loans, and with respect to the Mortgaged Properties held for the benefit of the Certificateholders. The Servicer shall promptly notify the Trustee of any such execution and delivery. The Depositor and the Trustee for the benefit of the Certificateholders shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to service and administer the Mortgage Loans. In accordance with the standards of the second preceding paragraph, the Servicer shall advance or cause to be advanced funds as necessary for the purpose of effecting the timely payment of taxes and assessments on each Mortgaged Property or any related unpaid insurance premiums that are not timely paid by the Mortgagors prior to any such time as a Mortgage Loan is in foreclosure; provided, however, that the Servicer shall be required to advance only to the extent that such advances, in the good faith judgment of the Servicer, will be recoverable by the Servicer out of Insurance Proceeds, Liquidation Proceeds (net of Liquidation Expenses) or otherwise; and provided further, that such payments shall be advanced when the tax, premium or other cost for which such payment is intended is due. Any such advances shall be reimbursable in the first instance from related collections from the related Mortgagors pursuant to Section 3.07 hereof, and further as Liquidation Expenses as provided in Section 3.13 hereof and may be withdrawn from the Custodial Account pursuant to Section 3.09 hereof. All costs incurred by the Servicer or by the related Sub-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 Principal Balance under the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. Notwithstanding anything in this Agreement to the contrary, the Servicer shall not (unless the Mortgagor is in default with respect to the Mortgage Loan or such default is, in the judgment of the Servicer, imminent) permit any modification with respect to any Mortgage Loan (i) that would change the Net Mortgage Rate or, reduce or increase the principal balance (except for reductions resulting from actual payments of principal) ), except for conversions to a fixed rate in accordance with the terms of the Mortgage Loan or (ii) that would both constitute a sale or exchange of the such Mortgage Loan within the meaning of Section 1001 of the Code (including any proposed, temporary, temporary or final regulations promulgated thereunder) (other than in connection with a proposed conveyance or assumption of the such Mortgage Loan that is a Principal Prepayment made (or treated as made) by the Mortgagor of the entire principal balance of a Mortgage Loan) and cause the Trust Fund REMIC to fail to qualify as a REMIC remic under the Code.

Servicing Standard. (a) For and on behalf of the Trustee and the Certificateholders, the Master Servicer shall service and administer the Mortgage Loans in accordance with Acceptable Servicing Procedures prudent mortgage loan servicing standards and procedures generally accepted in the mortgage banking industry and generally in a manner consistent with Fannie Mae guidelines except as otherwise expressly otherw▇▇▇ ▇▇p▇▇▇sly provided in this Agreement. In connection with such servicing and administration, the Master Servicer shall have full power and authority, acting alone and/or through any Sub-Servicer as provided in Section 3.02 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, including but not limited to, the power and authority, subject to the terms hereof (a1) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents (including, without limitation, estoppel certificates), (bii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (ciii) to collect any Insurance Proceeds and Liquidation Proceeds, (div) to consent to any subordinate financings to be secured by any Mortgaged Property to the extent that such consent is required pursuant to the terms of the related Mortgage, (ev) to consent to the application of any proceeds of insurance policies or condemnation awards to the restoration of the applicable Mortgaged Property or otherwise, and (fvi) subject to the provisions of Section 3.07 and 3.13, to effectuate foreclosure or other conversion of the ownership of the Mortgaged Mortgage Property securing any Mortgage Loan; provided, however, that the Master Servicer shall take no action that is materially inconsistent with or materially prejudices the interest of the Trustee or the Certificateholders in any Mortgage Loan or the rights and interest of the DepositorSeller, the Trustee or and the Certificateholders under the terms of this Agreement unless such action is specifically called for by the terms hereof. . (b) Without limiting the generality of the foregoing, but subject to the terms hereof, the Master Servicer, in its own name or in the name of the Depositor and the Trustee, is hereby authorized and empowered by the Depositor Seller and the Trustee, when the Master Servicer believes it appropriate in its best judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any of them, any and all instruments of modification, satisfaction, cancellation or assignment, or of partial or full release or discharge and all other comparable instruments, with respect to the Mortgage Loans, and with respect to the Mortgaged Properties held for the benefit of the Certificateholders. The Master Servicer shall promptly notify the Trustee of any such execution and delivery. The Depositor and the Trustee for the benefit of the Certificateholders shall furnish the Servicer with execute any powers of attorney and other documents necessary or appropriate to enable the Master Servicer to service and administer the Mortgage Loans. In accordance with the standards of the second preceding paragraph, the Servicer shall advance or cause to be advanced funds as necessary for the purpose of effecting the timely payment of taxes and assessments on each Mortgaged Property or any related unpaid insurance premiums that are not timely paid by the Mortgagors prior to any such time as a Mortgage Loan is in foreclosure; provided, however, that the Servicer shall be required to advance only to the extent that such advances, in the good faith judgment of the Servicer, will be recoverable by the Servicer out of Insurance Proceeds, Liquidation Proceeds . (net of Liquidation Expensesc) or otherwise; and provided further, that such payments shall be advanced when the tax, premium or other cost for which such payment is intended is due. Any such advances shall be reimbursable in the first instance from related collections from the related Mortgagors pursuant to Section 3.07 hereof, and further as Liquidation Expenses as provided in Section 3.13 hereof and may be withdrawn from the Custodial Account pursuant to Section 3.09 hereof. All costs incurred by the Servicer or by the related Sub-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 Principal Balance under the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. Notwithstanding anything in this Agreement to the contrary, the Master Servicer shall not (unless the Mortgagor is in default with respect to the Mortgage Loan or such default is, in the judgment of the Master Servicer, imminent) permit any modification with respect to any Mortgage Loan (i) that would change the Net Mortgage Rate or, reduce or increase the principal balance (except for increases resulting from the addition of Deferred Interest and reductions resulting from actual payments of principal) or (ii) that would both constitute a sale or exchange of the such Mortgage Loan within the meaning of Section 1001 of the Code (including any proposed, temporary, temporary or final regulations promulgated thereunder) (other than in connection with a proposed conveyance or assumption of the such Mortgage Loan that is a Principal Prepayment made (or treated as made) by the Mortgagor of the entire principal balance of a Mortgage Loan) and cause the Trust Fund to fail to qualify as a REMIC under the Code. (d) If an Index of One-Year MTA is no longer available, the Master Servicer will choose a new Index which is based on comparable information. In such event, the Master Servicer will also determine a new Gross Margin. The new Gross Margin will be the difference between the average of One-Year MTA for the most recent three-year period which ends on the last date One-Year MTA was available plus the Gross Margin on the last date One-Year MTA was available and the average of the new index for the most recent three year period which ends on that date (or, if not available for such three-year period, for such time as it is available), rounded as provided in the Mortgage Note.

Servicing Standard. For and on behalf of the Trustee Trustee, the Insurer and the Certificateholders, the Servicer shall service and administer the Mortgage Loans in accordance with Acceptable Servicing Procedures prudent mortgage loan servicing standards and procedures generally accepted in the mortgage banking industry and generally in a manner consistent with FNMA guidelines except as otherwise expressly provided in this Agreement. In connection with such servicing and administration, the Servicer shall have full power and authority, acting alone and/or through any Sub-Sub- Servicer as provided in Section 3.02 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, 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 (including, without limitation, estoppel certificates), (b) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (c) to collect any Insurance Proceeds and Liquidation Proceeds, (d) to consent to any subordinate financings to be secured by any Mortgaged Property to the extent that such consent is required pursuant to the terms of the related Mortgage, (e) to consent to the application of any proceeds of insurance policies or condemnation awards to the restoration of the applicable Mortgaged Property or otherwise, and (f) subject to the provisions of Section 3.07 and 3.13, to effectuate foreclosure or other conversion of the ownership of the Mortgaged Mortgage Property securing any Mortgage Loan; provided, however, that the Servicer shall take no action that is materially inconsistent with or materially prejudices the interest of the Trustee Trustee, the Insurer or the Certificateholders in any Mortgage Loan or the rights and interest of the Depositor, the Insurer, the Trustee or and the Certificateholders under the terms of this Agreement unless such action is specifically called for by the terms hereof. Without limiting the generality of the foregoing, but subject to the terms hereof, the Servicer, in its own name or in the name of the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, when the Servicer believes it appropriate in its best judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any of them, any and all instruments nts of modification, satisfaction, cancellation or assignment, or of partial or full release or discharge and all other comparable instruments, with respect to the Mortgage Loans, and with respect to the Mortgaged Properties held for the benefit of the Certificateholders. The Servicer shall promptly notify the Trustee of any such execution and delivery. The Depositor and the Trustee for the benefit of the Certificateholders shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to service and administer the Mortgage Loans. In accordance with the standards of the second preceding paragraph, the Servicer shall advance or cause to be advanced funds as necessary for the purpose of effecting the timely payment of taxes and assessments on each Mortgaged Property or any related unpaid insurance premiums that are not timely paid by the Mortgagors prior to any such time as a Mortgage Loan is in foreclosure; provided, however, that the Servicer shall be required to advance only to the extent that such advances, in the good faith judgment of the Servicer, will be recoverable by the Servicer out of Insurance Proceeds, Liquidation Proceeds (net of Liquidation Expenses) or otherwise; and provided further, that such payments shall be advanced when the tax, premium or other cost for which such payment is intended is due. Any such advances shall be reimbursable in the first instance from related collections from the related Mortgagors pursuant to Section 3.07 hereof, and further as Liquidation Expenses as provided in Section 3.13 hereof and may be withdrawn from the Custodial Account pursuant to Section 3.09 hereof. All costs incurred by the Servicer or by the related Sub-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 Principal Balance under the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. Notwithstanding anything in this Agreement to the contrary, the Servicer shall not (unless the Mortgagor is in default with respect to the Mortgage Loan or such default is, in the judgment of the Servicer, imminent) permit any modification with respect to any Mortgage Loan (i) that would change the Net Mortgage Rate or, reduce or increase the principal balance (except for reductions resulting from actual payments of principal) or (ii) that would both constitute ), except for conversions to a sale or exchange fixed rate in accordance with the terms of the Mortgage Loan within the meaning of Section 1001 of the Code (including any proposed, temporary, or final regulations promulgated thereunder) (other than in connection with a proposed conveyance or assumption of the Mortgage Loan that is a Principal Prepayment made (or treated as made) by the Mortgagor of the entire principal balance of a Mortgage Loan) and cause the Trust Fund to fail to qualify as a REMIC under the Code.

Servicing Standard. For and on behalf of the Trustee and the Certificateholders, the Servicer shall service and administer the Mortgage Loans in accordance with Acceptable Servicing Procedures prudent mortgage loan servicing standards and procedures generally accepted in the mortgage banking industry and generally in a manner consistent with ▇▇▇▇▇▇ ▇▇▇ guidelines except as otherwise expressly provided in this Agreement. In connection with such servicing and administration, the Servicer shall have full power and authority, acting alone and/or through any Sub-Servicer as provided in Section 3.02 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, 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 (including, without limitation, estoppel certificates), (b) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (c) to collect any Insurance Proceeds and Liquidation Proceeds, (d) to consent to any subordinate financings to be secured by any Mortgaged Property to the extent that such consent is required pursuant to the terms of the related Mortgage, (e) to consent to the application of any proceeds of insurance policies or condemnation awards to the restoration of the applicable Mortgaged Property or otherwise, and (f) subject to the provisions of Section 3.07 and 3.13, to effectuate foreclosure or other conversion of the ownership of the Mortgaged Mortgage Property securing any Mortgage Loan; provided, however, that the Servicer shall take no action that is materially inconsistent with or materially prejudices the interest of the Trustee or the Certificateholders in any Mortgage Loan or the rights and interest of the Depositor, the Trustee or and the Certificateholders under the terms of this Agreement unless such action is specifically called for by the terms hereof. Without limiting the generality of the foregoing, but subject to the terms hereof, the Servicer, in its own name or in the name of the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, when the Servicer believes it appropriate in its best judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any of them, any and all instruments of modification, satisfaction, cancellation or assignment, or of partial or full release or discharge and all other comparable instruments, with respect to the Mortgage Loans, and with respect to the Mortgaged Properties held for the benefit of the Certificateholders. The Servicer shall promptly notify the Trustee of any such execution and delivery. The Depositor and the Trustee for the benefit of the Certificateholders shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to service and administer the Mortgage Loans. In accordance with the standards of the second preceding paragraph, the Servicer shall advance or cause to be advanced funds as necessary for the purpose of effecting the timely payment of taxes and assessments on each Mortgaged Property or any related unpaid insurance premiums that are not timely paid by the Mortgagors prior to any such time as a Mortgage Loan is in foreclosure; provided, however, that the Servicer shall be required to advance only to the extent that such advances, in the good faith judgment of the Servicer, will be recoverable by the Servicer out of Insurance Proceeds, Liquidation Proceeds (net of Liquidation Expenses) or otherwise; and provided further, that such payments shall be advanced when the tax, premium or other cost for which such payment is intended is due. Any such advances shall be reimbursable in the first instance from related collections from the related Mortgagors pursuant to Section 3.07 hereof, and further as Liquidation Expenses as provided in Section 3.13 hereof and may be withdrawn from the Custodial Account pursuant to Section 3.09 hereof. All costs incurred by the Servicer or by the related Sub-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 Principal Balance under the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. Notwithstanding anything in this Agreement to the contrary, the Servicer shall not (unless the Mortgagor is in default with respect to the Mortgage Loan or such default is, in the judgment of the Servicer, imminent) permit any modification with respect to any Mortgage Loan (i) that would change the Net Mortgage Rate or Class AR5 Net Mortgage Rate, as applicable, or, reduce or increase the principal balance (except for reductions resulting from actual payments of principal) or (ii) that would both constitute a sale or exchange of the such Mortgage Loan within the meaning of Section 1001 of the Code (including any proposed, temporary, temporary or final regulations promulgated thereunder) (other than in connection with a proposed conveyance or assumption of the such Mortgage Loan that is a Principal Prepayment made (or treated as made) by the Mortgagor of the entire principal balance of a Mortgage Loan) and cause the Trust Fund to fail to qualify as a an Adverse REMIC under the CodeEvent.

Servicing Standard. For and on behalf of the Trustee and the Certificateholders, the Servicer shall service and administer the Mortgage Loans in accordance with Acceptable Servicing Procedures prudent mortgage loan servicing standards and procedures generally accepted in the mortgage banking industry and generally in a manner consistent with FNMA guidelines except as otherwise expressly provided in this Agreement. In connection with such servicing and administration, the Servicer shall have full power and authority, acting alone and/or through any Sub-Servicer as provided in Section 3.02 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, 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 (including, without limitation, estoppel certificates), (b) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (c) to collect any Insurance Proceeds and Liquidation Proceeds, (d) to consent to any subordinate financings to be secured by any Mortgaged Property to the extent that such consent is required pursuant to the terms of the related Mortgage, (e) to consent to the application of any proceeds of insurance policies or condemnation awards to the restoration of the applicable Mortgaged Property or otherwise, and (f) subject to the provisions of Section 3.07 and 3.13, to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided, however, that the Servicer shall take no action that is materially inconsistent with or materially prejudices the interest of the Trustee or the Certificateholders in any Mortgage Loan or the rights and interest of the Depositor, the Trustee or the Certificateholders under the terms of this Agreement unless such action is specifically called for by the terms hereof. Without limiting the generality of the foregoing, but subject to the terms hereof, the Servicer, in its own name or in the name of the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, when the Servicer believes it appropriate in its best judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any of them, any and all instruments of modification, satisfaction, cancellation or assignment, or of partial or full release or discharge and all other comparable instruments, with respect to the Mortgage Loans, and with respect to the Mortgaged Properties held for the benefit of the Certificateholders. The Servicer shall promptly notify the Trustee of any such execution and delivery. The Depositor and the Trustee for the benefit of the Certificateholders shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to service and administer the Mortgage Loans. In accordance with the standards of the second preceding paragraph, the Servicer shall advance or cause to be advanced funds as necessary for the purpose of effecting the timely payment of taxes and assessments on each Mortgaged Property or any related unpaid insurance premiums that are not timely paid by the Mortgagors prior to any such time as a Mortgage Loan is in foreclosure; provided, however, that the Servicer shall be required to advance only to the extent that such advances, in the good faith judgment of the Servicer, will be recoverable by the Servicer out of Insurance Proceeds, Liquidation Proceeds (net of Liquidation Expenses) or otherwise; and provided further, that such payments shall be advanced when the tax, premium or other cost for which such payment is intended is due. Any such advances shall be reimbursable in the first instance from related collections from the related Mortgagors pursuant to Section 3.07 hereof, and further as Liquidation Expenses as provided in Section 3.13 hereof and may be withdrawn from the Custodial Account pursuant to Section 3.09 hereof. All costs incurred by the Servicer or by the related Sub-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 Principal Balance under the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. Notwithstanding anything in this Agreement to the contrary, the Servicer shall not (unless the Mortgagor is in default with respect to the Mortgage Loan or such default is, in the judgment of the Servicer, imminent) permit any modification with respect to any Mortgage Loan (i) that would change the Net Mortgage Rate or, reduce or increase the principal balance (except for reductions resulting from actual payments of principal) or (ii) that would both constitute a sale or exchange of the Mortgage Loan within the meaning of Section 1001 of the Code (including any proposed, temporary, or final regulations promulgated thereunder) (other than in connection with a proposed conveyance or assumption of the Mortgage Loan that is a Principal Prepayment made (or treated as made) by the Mortgagor of the entire principal balance of a Mortgage Loan) and cause the Trust Fund to fail to qualify as a REMIC under the Code).

Servicing Standard. For and on behalf of the Trustee Trustee, the Certificate Insurer and the Certificateholders, the Servicer shall service and administer the Mortgage Loans in accordance with Acceptable Servicing Procedures prudent mortgage loan servicing standards and procedures generally accepted in the mortgage banking industry and generally in a manner consistent with FNMA guidelines except as otherwise expressly provided in this Agreement. In connection with such servicing and administration, the Servicer shall have full power and authority, acting alone and/or through any Sub-Sub- Servicer as provided in Section 3.02 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, 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 (including, without limitation, estoppel certificates), (b) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (c) to collect any Insurance Proceeds and Liquidation Proceeds, (d) to consent to any subordinate financings to be secured by any Mortgaged Property to the extent that such consent is required pursuant to the terms of the related Mortgage, (e) to consent to the application of any proceeds of insurance policies or condemnation awards to the restoration of the applicable Mortgaged Property or otherwise, and (f) subject to the provisions of Section 3.07 and 3.13, to effectuate foreclosure or other conversion of the ownership of the Mortgaged Mortgage Property securing any Mortgage Loan; provided, however, that the Servicer shall take no action that is materially inconsistent with or materially prejudices the interest of the Trustee Trustee, the Certificate Insurer or the Certificateholders in any Mortgage Loan or the rights and interest of the DepositorSeller, the Certificate Insurer, the Trustee or and the Certificateholders under the terms of this Agreement unless such action is specifically called for by the terms hereof. Without limiting the generality of the foregoing, but subject to the terms hereof, the Servicer, in its own name or in the name of the Depositor Seller and the Trustee, is hereby authorized and empowered by the Depositor Seller and the Trustee, when the Servicer believes it appropriate in its best judgment, to execute and deliver, on behalf of the Trustee, the DepositorSeller, the Certificateholders or any of them, any and all instruments of modification, satisfaction, cancellation or assignment, or of partial or full release or discharge and all other comparable instruments, with respect to the Mortgage Loans, and with respect to the Mortgaged Properties held for the benefit of the Certificateholders. The Servicer shall promptly notify the Trustee of any such execution and delivery. The Depositor Seller and the Trustee for the benefit of the Certificateholders shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to service and administer the Mortgage Loans. In accordance with the standards of the second preceding paragraph, the Servicer shall advance or cause to be advanced funds as necessary for the purpose of effecting the timely payment of taxes and assessments on each Mortgaged Property or any related unpaid insurance premiums that are not timely paid by the Mortgagors prior to any such time as a Mortgage Loan is in foreclosure; provided, however, that the Servicer shall be required to advance only to the extent that such advances, in the good faith judgment of the Servicer, will be recoverable by the Servicer out of Insurance Proceeds, Liquidation Proceeds (net of Liquidation Expenses) or otherwise; and provided further, that such payments shall be advanced when the tax, premium or other cost for which such payment is intended is due. Any such advances shall be reimbursable in the first instance from related collections from the related Mortgagors pursuant to Section 3.07 hereof, and further as Liquidation Expenses as provided in Section 3.13 hereof and may be withdrawn from the Custodial Account pursuant to Section 3.09 hereof. All costs incurred by the Servicer or by the related Sub-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 Principal Balance under the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. Notwithstanding anything in this Agreement to the contrary, the Servicer shall not (unless the Mortgagor is in default with respect to the Mortgage Loan or such default is, in the judgment of the Servicer, imminent) permit any modification with respect to any Mortgage Loan (i) that would change the Net Mortgage Rate or, reduce or increase the principal balance (except for reductions resulting from actual payments of principal) ), except for conversions to a fixed rate in accordance with the terms of the Mortgage Loan or (ii) that would both constitute a sale or exchange of the such Mortgage Loan within the meaning of Section 1001 of the Code (including any proposed, temporary, temporary or final regulations promulgated thereunder) (other than in connection with a proposed conveyance or assumption of the such Mortgage Loan that is a Principal Prepayment made (or treated as made) by the Mortgagor of the entire principal balance of a Mortgage Loan) and cause the Trust Fund REMIC to fail to qualify as a REMIC under the Code.

Servicing Standard. (a) For and on behalf of the Trustee and the Certificateholders, the Servicer shall service and administer the Mortgage Loans in accordance with Acceptable Servicing Procedures prudent mortgage loan servicing standards and procedures generally accepted in the mortgage banking industry and generally in a manner consistent with ▇▇▇▇▇▇ ▇▇▇ guidelines except as otherwise expressly provided in this Agreement. In connection with such servicing and administration, the Servicer shall have full power and authority, acting alone and/or through any Sub-Servicer as provided in Section 3.02 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, including but not limited to, the power and authority, subject to the terms hereof (a1) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents (including, without limitation, estoppel certificates), (bii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (ciii) to collect any Insurance Proceeds and Liquidation Proceeds, (div) to consent to any subordinate financings to be secured by any Mortgaged Property to the extent that such consent is required pursuant to the terms of the related Mortgage, (ev) to consent to the application of any proceeds of insurance policies or condemnation awards to the restoration of the applicable Mortgaged Property or otherwise, and (fvi) subject to the provisions of Section 3.07 and 3.13, to effectuate foreclosure or other conversion of the ownership of the Mortgaged Mortgage Property securing any Mortgage Loan; provided, however, that the Servicer shall take no action that is materially inconsistent with or materially prejudices the interest of the Trustee or the Certificateholders in any Mortgage Loan or the rights and interest of the Depositor, the Trustee or and the Certificateholders under the terms of this Agreement unless such action is specifically called for by the terms hereof. . (b) Without limiting the generality of the foregoing, but subject to the terms hereof, the Servicer, in its own name or in the name of the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, when the Servicer believes it appropriate in its best judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any of them, any and all instruments of modification, satisfaction, cancellation or assignment, or of partial or full release or discharge and all other comparable instruments, with respect to the Mortgage Loans, and with respect to the Mortgaged Properties held for the benefit of the Certificateholders. The Servicer shall promptly notify the Trustee of any such execution and delivery. The Depositor and the Trustee for the benefit of the Certificateholders shall furnish the Servicer with execute any powers of attorney and other documents necessary or appropriate to enable the Servicer to service and administer the Mortgage Loans. In accordance with the standards of the second preceding paragraph, the Servicer shall advance or cause to be advanced funds as necessary for the purpose of effecting the timely payment of taxes and assessments on each Mortgaged Property or any related unpaid insurance premiums that are not timely paid by the Mortgagors prior to any such time as a Mortgage Loan is in foreclosure; provided, however, that the Servicer shall be required to advance only to the extent that such advances, in the good faith judgment of the Servicer, will be recoverable by the Servicer out of Insurance Proceeds, Liquidation Proceeds . (net of Liquidation Expensesc) or otherwise; and provided further, that such payments shall be advanced when the tax, premium or other cost for which such payment is intended is due. Any such advances shall be reimbursable in the first instance from related collections from the related Mortgagors pursuant to Section 3.07 hereof, and further as Liquidation Expenses as provided in Section 3.13 hereof and may be withdrawn from the Custodial Account pursuant to Section 3.09 hereof. All costs incurred by the Servicer or by the related Sub-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 Principal Balance under the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. Notwithstanding anything in this Agreement to the contrary, the Servicer shall not (unless the Mortgagor is in default with respect to the Mortgage Loan or such default is, in the judgment of the Servicer, imminent) permit any modification with respect to any Mortgage Loan (i) that would change the Net Mortgage Rate or, reduce or increase the principal balance (except for increases resulting from the addition of Deferred Interest and reductions resulting from actual payments of principal) or (ii) that would both constitute a sale or exchange of the such Mortgage Loan within the meaning of Section 1001 of the Code (including any proposed, temporary, temporary or final regulations promulgated thereunder) (other than in connection with a proposed conveyance or assumption of the such Mortgage Loan that is a Principal Prepayment made (or treated as made) by the Mortgagor of the entire principal balance of a Mortgage Loan) and cause the Trust Fund to fail to qualify as a REMIC under the Code.