Common use of The Master Servicer Clause in Contracts

The Master Servicer. The Master Servicer shall service and administer the Mortgage Loans in a manner consistent with the terms of this Agreement and with general industry practice and shall have full power and authority, acting alone or through a subservicer, (i) to execute and deliver, on behalf of the Noteholders, the Trust, and the Indenture Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds and other Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan. The Master Servicer shall remain responsible to the parties to this Agreement and the Credit Enhancer for its obligations under this Agreement. Any amounts received by any subservicer on a Mortgage Loan shall be considered to have been received by the Master Servicer whether or not actually received by it. Without limiting the generality of the foregoing, the Master Servicer may execute and deliver, on behalf of itself, the Noteholders, and the Indenture Trustee, or any of them, any instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Properties, in each case to the extent not inconsistent with this Agreement. At the request of a Servicing Officer, the Indenture Trustee shall furnish the Master Servicer with any powers of attorney and other documents appropriate to enable the Master Servicer to carry out its servicing and administrative duties under this Agreement. The Master Servicer in this capacity may also consent to the placing of a lien senior to that of any mortgage on the related Mortgaged Property, if (i) the new senior lien secures a mortgage loan that refinances an existing first mortgage loan and (ii) either (a) the Loan-to-Value Ratio of the new mortgage loan (without taking into account any closing costs that may be financed by the new mortgage loan) is equal to or less than the Loan-to-Value Ratio of the first mortgage loan to be replaced (for purposes of calculating the Loan-to-Value Ratio, the Valuation of the Mortgaged Property will be measured by the lesser of (A) the Valuation of the Mortgaged Property as of the Cut-off Date and (B) the Valuation of the Mortgaged Property as of the date of the refinancing referenced in clause (i)) or (b) the Combined Loan-to-Value Ratio of the new mortgage loan (without taking into account any closing costs that may be financed by the new mortgage loan) and the existing Mortgage Loan is equal to less than 70% (for purposes of calculating the Combined Loan-to-Value Ratio, the Valuation of the Mortgaged Property will be measured as the lesser of (A) the Valuation of the Mortgage Loan as of the Cut-off Date and (B) the Valuation of the Mortgage Loan as of the date of the refinancing referenced in clause (i)). The aggregate Asset Balance of all the Mortgage Loans with respect to which the senior lien may be so modified may not exceed 50% of the Original Note Principal Balance. The Master Servicer may also, without approval from the Rating Agencies or the Credit Enhancer, increase the Credit Limits on Mortgage Loans if (i) new appraisals are obtained and the weighted average Combined Loan-to-Value Ratios of the Mortgage Loans after giving effect to the increase are less than or equal to the weighted average Combined Loan-to-Value Ratios of the Mortgage Loans as of the Cut-off Date and (ii) the increases are consistent with the Master Servicer's underwriting policies. In addition, the Master Servicer may increase the Credit Limits on Mortgage Loans having aggregate Asset Balances of up to an additional 5.0% of the Original Note Principal Balance, if

The Master Servicer. The Master Servicer shall service and administer the Mortgage Loans in a manner consistent with the terms of this Agreement and with general industry practice and shall have full power and authority, acting alone or through a subservicer, (i) to execute and deliver, on behalf of the Noteholders, the Trust, and the Indenture Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds and other Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan. The Master Servicer shall remain responsible to the parties to this Agreement and the Credit Enhancer for its obligations under this Agreement. Any amounts received by any subservicer on a Mortgage Loan shall be considered to have been received by the Master Servicer whether or not actually received by it. Without limiting the generality of the foregoing, the Master Servicer may execute and deliver, on behalf of itself, the Noteholders, and the Indenture Trustee, or any of them, any instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Properties, in each case to the extent not inconsistent with this Agreement. At the request of a Servicing Officer, the Indenture Trustee shall furnish the Master Servicer with any powers of attorney and other documents appropriate to enable the Master Servicer to carry out its servicing and administrative duties under this Agreement. The Master Servicer in this capacity may also consent to the placing of a lien senior to that of any mortgage on the related Mortgaged Property, if (i) the new senior lien secures a mortgage loan that refinances an existing first mortgage loan and (ii) either (a) the Loan-to-Value Ratio of the new mortgage loan (without taking into account any closing costs that may be financed by the new mortgage loan) is equal to or less than the Loan-to-Value Ratio of the first mortgage loan to be replaced (for purposes of calculating the Loan-to-Value Ratio, the Valuation of the Mortgaged Property will be measured by the lesser of (A) the Valuation of the Mortgaged Property as of the Cut-off Date and (B) the Valuation of the Mortgaged Property as of the date of the refinancing referenced in clause (i)) or (b) the Combined Loan-to-Value Ratio of the new mortgage loan (without taking into account any closing costs that may be financed by the new mortgage loan) and the existing Mortgage Loan is equal to less than 70% (for purposes of calculating the Combined Loan-to-Value Ratio, the Valuation of the Mortgaged Property will be measured as the lesser of (A) the Valuation of the Mortgage Loan as of the Cut-off Date and (B) the Valuation of the Mortgage Loan as of the date of the refinancing referenced in clause (i)). The aggregate Asset Balance of the Mortgage Loans with respect to which the senior lien may be modified in accordance with clause (ii)(A) may not exceed 10% of the Original Note Principal Balance and clause (ii)(B) may not exceed 40% of the Original Note Principal Balance. The aggregate Asset Balance of all the Mortgage Loans with respect to which the senior lien may be so modified may not exceed 50100% of the Original Note Principal BalanceBalance (this 100% referred to as the "Increased Senior Lien Limitation"). The Master Servicer may also, without approval from the Rating Agencies or the Credit Enhancer, increase the Credit Limits on Mortgage Loans if (i) new appraisals are obtained and the weighted average Combined Loan-to-Value Ratios of the Mortgage Loans after giving effect to the increase are less than or equal to the weighted average Combined Loan-to-Value Ratios of the Mortgage Loans as of the Cut-off Date and (ii) the increases are consistent with the Master Servicer's underwriting policies. In addition, the Master Servicer may increase the Credit Limits on the Mortgage Loans having aggregate Asset Balances of up to an additional 5.0% of the Original Note Principal Balance, if

The Master Servicer. The Master Servicer shall service and administer the Mortgage Loans in a manner consistent with the terms of this Agreement and with general industry practice and shall have full power and authority, acting alone or through a subservicer, (i) to execute and deliver, on behalf of the Noteholders, the Trust, and the Indenture Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds and other Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan. The Master Servicer shall remain responsible to the parties to this Agreement and the Credit Enhancer for its obligations under this Agreement. Any amounts received by any subservicer on a Mortgage Loan shall be considered to have been received by the Master Servicer whether or not actually received by it. Without limiting the generality of the foregoing, the Master Servicer may execute and deliver, on behalf of itself, the Noteholders, and the Indenture Trustee, or any of them, any instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Properties, in each case to the extent not inconsistent with this Agreement. At the request of a Servicing Officer, the Indenture Trustee shall furnish the Master Servicer with any powers of attorney and other documents appropriate to enable the Master Servicer to carry out its servicing and administrative duties under this Agreement. The Master Servicer in this capacity may also consent to the placing of a lien senior to that of any mortgage on the related Mortgaged Property, if (i) the new senior lien secures a mortgage loan that refinances an existing first mortgage loan and (ii) either either (a) the Loan-to-Value Ratio of the new mortgage loan (without taking into account any closing costs that may be financed by the new mortgage loan) is equal to or less than the Loan-to-Value Ratio of the first mortgage loan to be replaced (for purposes of calculating the Loan-to-Value Ratio, the Valuation of the Mortgaged Property will be measured by the lesser of (A) the Valuation of the Mortgaged Property as of the Cut-off Date and (B) the Valuation of the Mortgaged Property as of the date of the refinancing referenced in clause (i)) or or (b) the Combined Loan-to-Value Ratio of the new mortgage loan (without taking into account any closing costs that may be financed by the new mortgage loan) and the existing Mortgage Loan is equal to less than 70% (for purposes of calculating the Combined Loan-to-Value Ratio, the Valuation of the Mortgaged Property will be measured as the lesser of (A) the Valuation of the Mortgage Loan as of the Cut-off Date and (B) the Valuation of the Mortgage Loan as of the date of the refinancing referenced in clause (i)). The aggregate Asset Balance of the Mortgage Loans with respect to which the senior lien may be modified in accordance with clause (ii)(A) may not exceed 10% of the Original Note Principal Balance and clause (ii)(B) may not exceed 40% of the Original Note Principal Balance. The aggregate Asset Balance of all the Mortgage Loans with respect to which the senior lien may be so modified may not exceed 50100% of the Original Note Principal BalanceBalance (this 100% referred to as the "Increased Senior Lien Limitation"). The Master Servicer may also, without approval from the Rating Agencies or the Credit Enhancer, increase the Credit Limits on Mortgage Loans if (i) new appraisals are obtained and the weighted average Combined Loan-to-Value Ratios of the Mortgage Loans after giving effect to the increase are less than or equal to the weighted average Combined Loan-to-Value Ratios of the Mortgage Loans as of the Cut-off Date and (ii) the increases are consistent with the Master Servicer's underwriting policies. In addition, the Master Servicer may increase the Credit Limits on the Mortgage Loans having aggregate Asset Balances of up to an additional 5.0% of the Original Note Principal Balance, if

The Master Servicer. (a) The Master Servicer shall, or shall cause the Servicers to, service and administer the Mortgage Home Equity Loans in a manner consistent with the terms of this Agreement and with general industry practice and shall have full power and authority, acting alone or through a subservicerthe Servicers, (i) to execute do any and deliverall things in connection with such servicing and administration which it may deem necessary or desirable, on behalf of it being understood, however, that the Noteholders, the Trust, and the Indenture Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds and other Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan. The Master Servicer shall at all times remain responsible to the parties to this Agreement Trustee and the Credit Enhancer Certificateholders for the performance of its duties and obligations under this Agreementhereunder in accordance with the terms hereof. Any amounts received by any subservicer on the related Servicer in respect of a Mortgage Home Equity Loan shall be considered deemed to have been received by the Master Servicer whether or not actually received by it. Without limiting the generality of the foregoing, the Master Servicer may shall continue, and is hereby authorized and empowered by the Trustee, to execute and deliver, on behalf of itself, the Noteholders, Certificateholders and the Indenture Trustee, Trustee or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, discharge and all other comparable instruments, with respect to the Mortgage Home Equity Loans and with respect to the Mortgaged Properties, in each case to . Upon the extent not inconsistent with this Agreement. At the written request of a Servicing Officerthe Master Servicer, the Indenture Depositor and the Trustee shall furnish the Master Servicer with any powers of attorney and other documents necessary or appropriate to enable the Master Servicer to carry out its servicing and administrative duties under this Agreementhereunder. The Master Servicer in this such capacity may also consent to the placing of a proposed lien senior to that of any mortgage the Mortgage on the related Mortgaged Property, ifprovided that such proposed lien is not secured by a note providing for negative amortization and: (i) the new senior Mortgage relating to the Home Equity Loan was in a first lien secures a mortgage loan that refinances an existing first mortgage loan and (ii) either (a) the Loan-to-Value Ratio of the new mortgage loan (without taking into account any closing costs that may be financed by the new mortgage loan) is equal to or less than the Loan-to-Value Ratio of the first mortgage loan to be replaced (for purposes of calculating the Loan-to-Value Ratio, the Valuation of the Mortgaged Property will be measured by the lesser of (A) the Valuation of the Mortgaged Property position as of the Cut-off Off Date and was in a first lien position immediately prior to the placement of the proposed senior lien, and (Bii) the Valuation ratio of (a) the sum of the Principal Balance of the Home Equity Loan and the principal balance of the mortgage loan to be secured by the proposed senior lien to (b) the Appraised Value of the Mortgaged Property as at the time the Home Equity Loan was originated is not greater than (1) with respect to Home Equity Loans with an original CLTV of 85% or less, 85%, (2) with respect to Home Equity Loans with an original CLTV in excess of 85% and not greater than 95%, 95% and (3) with respect to Home Equity Loans with an original CLTV in excess of 95% and not greater than 115%, 115%; (i) the Mortgage relating to the Home Equity Loan was in a first or second lien position at the time the related Home Equity Loan was conveyed to the Trust and, immediately following the placement of such proposed senior lien, such Mortgage will be in a second or, if such Mortgage was in a second lien position at the time the related Home Equity Loan was conveyed to the Trust, a third lien position and (ii) the principal balance of the date mortgage loan to be secured by the proposed senior lien and the rate at which interest accrues thereon are no greater than those of the refinancing referenced in clause (i)) or (b) the Combined Loan-to-Value Ratio of the new mortgage loan (without taking into account any closing costs that may be financed by the new mortgage loan) and the existing Mortgage Loan is equal to less than 70% (for purposes of calculating the Combined Loan-to-Value Ratio, the Valuation of the Mortgaged Property will be measured as the lesser of (A) the Valuation of the Mortgage Loan as of the Cut-off Date and (B) the Valuation of the Mortgage related Home Equity Loan as of the date of the refinancing referenced in clause (i)). The aggregate Asset Balance of all the Mortgage Loans with respect to which the senior lien may be so modified may not exceed 50% of the Original Note Principal Balance. The Master Servicer may also, without approval from the Rating Agencies or the Credit Enhancer, increase the Credit Limits on Mortgage Loans if (i) new appraisals are obtained and the weighted average Combined Loan-to-Value Ratios of the Mortgage Loans after giving effect it was first conveyed to the increase are less than or equal to the weighted average Combined Loan-to-Value Ratios of the Mortgage Loans as of the Cut-off Date and (ii) the increases are consistent with the Master Servicer's underwriting policies. In addition, the Master Servicer may increase the Credit Limits on Mortgage Loans having aggregate Asset Balances of up to an additional 5.0% of the Original Note Principal Balance, ifTrust; or

The Master Servicer. The Master Servicer shall service and administer the Mortgage Loans in a manner consistent with the terms of this Agreement and with general industry practice and shall have full power and authority, acting alone or through a subservicer, (i) to execute and deliver, on behalf of the Noteholders, the Trust, and the Indenture Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds and other Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan. The Master Servicer shall remain responsible to the parties to this Agreement and the Credit Enhancer for its obligations under this Agreement. Any amounts received by any subservicer on a Mortgage Loan shall be considered to have been received by the Master Servicer whether or not actually received by it. Without limiting the generality of the foregoing, the Master Servicer may execute and deliver, on behalf of itself, the Noteholders, and the Indenture Trustee, or any of them, any instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Properties, in each case to the extent not inconsistent with this Agreement. At the request of a Servicing Officer, the Indenture Trustee shall furnish the Master Servicer with any powers of attorney and other documents appropriate to enable the Master Servicer to carry out its servicing and administrative duties under this Agreement. The Master Servicer in this capacity may also consent to the placing of a lien senior to that of any mortgage on the related Mortgaged Property, if (i) the new senior lien secures a mortgage loan that refinances an existing first mortgage loan and (ii) either (a) the Loan-to-Value Ratio of the new mortgage loan (without taking into account any closing costs that may be financed by the new mortgage loan) is equal to or less than the Loan-to-Value Ratio of the first mortgage loan to be replaced (for purposes of calculating the Loan-to-Value Ratio, the Valuation of the Mortgaged Property will be measured by the lesser of (A) the Valuation of the Mortgaged Property as of the Cut-off Date and (B) the Valuation of the Mortgaged Property as of the date of the refinancing referenced in clause (i)) or (b) the Combined Loan-to-Value Ratio of the new mortgage loan (without taking into account any closing costs that may be financed by the new mortgage loan) and the existing Mortgage Loan is equal to less than 70% (for purposes of calculating the Combined Loan-to-Value Ratio, the Valuation of the Mortgaged Property will be measured as the lesser of (A) the Valuation of the Mortgage Loan as of the Cut-off Date and (B) the Valuation of the Mortgage Loan as of the date of the refinancing referenced in clause (i)). The aggregate Asset Balance of all the Mortgage Loans with respect to which the senior lien may be so modified may not exceed 50% of the Original Note Principal Balance. The Master Servicer may also, without approval from the Rating Agencies or the Credit Enhancer, increase the Credit Limits on Mortgage Loans if (i) new appraisals are obtained and the weighted average Combined Loan-to-Value Ratios of the Mortgage Loans after giving effect to the increase are less than or equal to the weighted average Combined Loan-to-Value Ratios of the Mortgage Loans as of the Cut-off Date and (ii) the increases are consistent with the Master Servicer's underwriting policies. In addition, the Master Servicer may increase the Credit Limits on Mortgage Loans having aggregate Asset Balances of up to an additional 5.05.00% of the Original Note Principal Balance, if

The Master Servicer. The Master Servicer shall service and administer the Mortgage Loans in a manner consistent with the terms of this Agreement and with general industry practice and shall have full power and authority, acting alone or through a subservicer, (i) to execute and deliver, on behalf of the Noteholders, the Trust, and the Indenture Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds and other Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan. The Master Servicer shall remain responsible to the parties to this Agreement and the Credit Enhancer for its obligations under this Agreement. Any amounts received by any subservicer on a Mortgage Loan shall be considered to have been received by the Master Servicer whether or not actually received by it. Without limiting the generality of the foregoing, the Master Servicer may execute and deliver, on behalf of itself, the Noteholders, and the Indenture Trustee, or any of them, any instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Properties, in each case to the extent not inconsistent with this Agreement. At the request of a Servicing Officer, the Indenture Trustee shall furnish the Master Servicer with any powers of attorney and other documents appropriate to enable the Master Servicer to carry out its servicing and administrative duties under this Agreement. The Master Servicer in this capacity may also consent to the placing of a lien senior to that of any mortgage on the related Mortgaged Property, if (i) the new senior lien secures a mortgage loan that refinances an existing first mortgage loan and (ii) either (a) the Loan-to-Value Ratio of the new mortgage loan (without taking into account any closing costs that may be financed by the new mortgage loan) is equal to or less than the Loan-to-Value Ratio of the first mortgage loan to be replaced (for purposes of calculating the Loan-to-Value Ratio, the Valuation of the Mortgaged Property will be measured by the lesser of (A) the Valuation of the Mortgaged Property as of the Cut-off Date and (B) the Valuation of the Mortgaged Property as of the date of the refinancing referenced in clause (i)) or (b) the Combined Loan-to-Value Ratio of the new mortgage loan (without taking into account any closing costs that may be financed by the new mortgage loan) and the existing Mortgage Loan is equal to less than 70% (for purposes of calculating the Combined Loan-to-Value Ratio, the Valuation of the Mortgaged Property will be measured as the lesser of (A) the Valuation of the Mortgage Loan as of the Cut-off Date and (B) the Valuation of the Mortgage Loan as of the date of the refinancing referenced in clause (i)). The aggregate Asset Balance of all the Mortgage Loans with respect to which the senior lien may be so modified may not exceed 50% of the Original Note Principal Balance. The Master Servicer may also, without approval from the Rating Agencies or the Credit Enhancer, increase the Credit Limits on Mortgage Loans if (i) new appraisals are obtained and the weighted average Combined Loan-to-Value Ratios of the Mortgage Loans after giving effect to the increase are less than or equal to the weighted average Combined Loan-to-Value Ratios of the Mortgage Loans as of the Cut-off Date and (ii) the increases are consistent with the Master Servicer's underwriting policies. In addition, the Master Servicer may increase the Credit Limits on the Mortgage Loans having aggregate Asset Balances of up to an additional 5.0% of the Original Note Principal Balance, if

The Master Servicer. The Master Servicer shall service and administer the Mortgage Loans in a manner consistent with the terms of this Agreement and with general industry practice and shall have full power and authority, acting alone or through a subservicer, (i) to execute and deliver, on behalf of the Noteholders, the Trust, and the Indenture Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds and other Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan. The Master Servicer shall remain responsible to the parties to this Agreement and the Credit Enhancer for its obligations under this Agreement. Any amounts received by any subservicer on a Mortgage Loan shall be considered to have been received by the Master Servicer whether or not actually received by it. Without limiting the generality of the foregoing, the Master Servicer may execute and deliver, on behalf of itself, the Noteholders, and the Indenture Trustee, or any of them, any instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Properties, in each case to the extent not inconsistent with this Agreement. At the request of a Servicing Officer, the Indenture Trustee shall furnish the Master Servicer with any powers of attorney and other documents appropriate to enable the Master Servicer to carry out its servicing and administrative duties under this Agreement. The Master Servicer in this capacity may also consent to the placing of a lien senior to that of any mortgage on the related Mortgaged Property, if (i) the new senior lien secures a mortgage loan that refinances an existing first mortgage loan and (ii) either (a) the Loan-to-Value Ratio of the new mortgage loan (without taking into account any closing costs that may be financed by the new mortgage loan) is equal to or less than the Loan-to-Value Ratio of the first mortgage loan to be replaced (for purposes of calculating the Loan-to-Value Ratio, the Valuation of the Mortgaged Property will be measured by the lesser of either (A) the Valuation of the Mortgaged Property as of the Cut-off Date and or (B) the Valuation of the Mortgaged Property as of the date of the refinancing referenced in clause (i)) or (b) the Combined Loan-to-Value Ratio of the new mortgage loan (without taking into account any closing costs that may be financed by the new mortgage loan) and the existing Mortgage Loan is equal to less than 70% (for purposes of calculating the Combined Loan-to-Value Ratio, the Valuation of the Mortgaged Property will be measured as the lesser of (A) the Valuation . The aggregate Asset Balance of the Mortgage Loan as Loans with respect to which the senior lien may be modified in accordance with clause (ii)(A) may not exceed 10% of the Cut-off Date Original Note Principal Balance and clause (Bii)(B) the Valuation may not exceed 40% of the Mortgage Loan as of the date of the refinancing referenced in clause (i))Original Note Principal Balance. The aggregate Asset Balance of all the Mortgage Loans with respect to which the senior lien may be so modified may not exceed 50% of the Original Note Principal BalanceBalance (this 50% referred to as the "Increased Senior Lien Limitation"). The Master Servicer may also, without approval from the Rating Agencies or the Credit Enhancer, increase the Credit Limits on Mortgage Loans if (i) new appraisals are obtained and the weighted average Combined Loan-to-Value Ratios of the Mortgage Loans after giving effect to the increase are less than or equal to the weighted average Combined Loan-to-Value Ratios of the Mortgage Loans as of the Cut-off Date and (ii) the increases are consistent with the Master Servicer's underwriting policies. In addition, the Master Servicer may increase the Credit Limits on the Mortgage Loans having aggregate Asset Balances of up to an additional 5.0% of the Original Note Principal Balance, if

The Master Servicer. (a) The Master Servicer shall, or shall cause the Servicers to, service and administer the Mortgage Home Equity Loans in a manner consistent with the terms of this Agreement and the Settlement Agreement (to the extent that no term or provision of the Settlement Agreement (excluding those terms identified in the Specified Filing) shall adversely affect in any material respect the interests of the Noteholders) and with general industry practice and shall have full power and authority, acting alone or through a subservicerthe Servicers, (i) to execute do any and deliverall things in connection with such servicing and administration which it may deem necessary or desirable, on behalf of it being understood, however, that the Noteholders, the Trust, and the Indenture Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds and other Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan. The Master Servicer shall at all times remain responsible to the parties to this Agreement Indenture Trustee and the Credit Enhancer Noteholders for the performance of its duties and obligations under this Agreementhereunder in accordance with the terms hereof. Any amounts received by any subservicer on the related Servicer in respect of a Mortgage Home Equity Loan shall be considered deemed to have been received by the Master Servicer whether or not actually received by it. Without limiting the generality of the foregoing, the Master Servicer shall continue, and is hereby authorized and empowered by the Indenture Trustee, (i) in its own name or in the name of any Servicer, when the Master Servicer or the Servicer, as the case may be, believes it appropriate in its best judgment to register any Home Equity Loan on the MERS(R) System, or cause the removal from the registration of any Home Equity Loan on the MERS(R) System, to execute and deliver, on behalf of the Trust, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Trust and its successors and assigns, and (ii) to execute and deliver, on behalf of itself, the Noteholders, Noteholders and the Indenture Trustee, Trustee or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, discharge and all other comparable instruments, with respect to the Mortgage Home Equity Loans and with respect to the Mortgaged Properties, in each case to . Upon the extent not inconsistent with this Agreement. At the written request of a Servicing Officerthe Master Servicer, the Depositor and the Indenture Trustee shall furnish the Master Servicer with any powers of attorney and other documents necessary or appropriate to enable the Master Servicer to carry out its servicing and administrative duties under this Agreementhereunder. The Master Servicer in this such capacity may also consent to the placing of a proposed lien senior to that of any mortgage the Mortgage on the related Mortgaged Property, ifprovided that such proposed lien is not secured by a note providing for negative amortization and: (i) the new senior Mortgage relating to the Home Equity Loan was in a first lien secures a mortgage loan that refinances an existing first mortgage loan and (ii) either (a) the Loan-to-Value Ratio of the new mortgage loan (without taking into account any closing costs that may be financed by the new mortgage loan) is equal to or less than the Loan-to-Value Ratio of the first mortgage loan to be replaced (for purposes of calculating the Loan-to-Value Ratio, the Valuation of the Mortgaged Property will be measured by the lesser of (A) the Valuation of the Mortgaged Property position as of the Cut-off Off Date and was in a first lien position immediately prior to the placement of the proposed senior lien, and (Bii) the Valuation ratio of (a) the sum of the Principal Balance of the Home Equity Loan and the principal balance of the mortgage loan to be secured by the proposed senior lien to (b) the Appraised Value of the Mortgaged Property as at the time the Home Equity Loan was originated is not greater than (1) with respect to Home Equity Loans with an original CLTV of 85% or less, 85%, (2) with respect to Home Equity Loans with an original CLTV in excess of 85% and not greater than 95%, 95% and (3) with respect to Home Equity Loans with an original CLTV in excess of 95% and not greater than 110%, 110%; (i) the Mortgage relating to the Home Equity Loan was in a first or second lien position at the time the related Home Equity Loan was conveyed to the Trust and, immediately following the placement of such proposed senior lien, such Mortgage will be in a second or, if such Mortgage was in a second lien position at the time the related Home Equity Loan was conveyed to the Trust, a third lien position and (ii) the principal balance of the date mortgage loan to be secured by the proposed senior lien and the rate at which interest accrues thereon are no greater than those of the refinancing referenced in clause (i)) or (b) the Combined Loan-to-Value Ratio of the new mortgage loan (without taking into account any closing costs that may be financed by the new mortgage loan) and the existing Mortgage Loan is equal to less than 70% (for purposes of calculating the Combined Loan-to-Value Ratio, the Valuation of the Mortgaged Property will be measured as the lesser of (A) the Valuation of the Mortgage Loan as of the Cut-off Date and (B) the Valuation of the Mortgage related Home Equity Loan as of the date of the refinancing referenced in clause (i)). The aggregate Asset Balance of all the Mortgage Loans with respect to which the senior lien may be so modified may not exceed 50% of the Original Note Principal Balance. The Master Servicer may also, without approval from the Rating Agencies or the Credit Enhancer, increase the Credit Limits on Mortgage Loans if (i) new appraisals are obtained and the weighted average Combined Loan-to-Value Ratios of the Mortgage Loans after giving effect it was first conveyed to the increase are less than or equal to the weighted average Combined Loan-to-Value Ratios of the Mortgage Loans as of the Cut-off Date and (ii) the increases are consistent with the Master Servicer's underwriting policies. In addition, the Master Servicer may increase the Credit Limits on Mortgage Loans having aggregate Asset Balances of up to an additional 5.0% of the Original Note Principal Balance, ifTrust; or

The Master Servicer. (a) The Master Servicer Servicer, as independent contract servicer, shall service and administer the Mortgage Loans in a manner consistent with the terms of this Agreement and with general industry practice and shall have full power and authority, acting alone alone, to do any and all things in connection with such servicing and administration which the Master Servicer may deem necessary or through a subservicer, desirable and consistent with the terms of this Agreement. The Master Servicer may enter into Subservicing Agreements for any servicing and administration of Mortgage Loans with any institution which (i) is in compliance with the laws of each state necessary to execute enable it to perform its obligations under such Subservicing Agreement, (ii) (x) has been designated an approved Seller-Master Servicer by the Federal Home Loan Mortgage Corporation (“FHLMC”) or the Federal National Mortgage Association (“FNMA”) for first and deliversecond mortgage loans, on behalf (y) is an affiliate of the NoteholdersMaster Servicer or (z) is otherwise approved by the Insurer. The Master Servicer shall give written notice to the Insurer and the Indenture Trustee prior to the appointment of any Subservicer. Any such Subservicing Agreement shall be consistent with and not violate the provisions of this Agreement and shall be in form and substance acceptable to the Insurer. The Master Servicer shall be entitled to terminate any Subservicing Agreement in accordance with the terms and conditions of such Subservicing Agreement and either itself directly service the related Mortgage Loans or enter into a Subservicing Agreement with a successor subservicer which qualifies hereunder. (b) Notwithstanding any Subservicing Agreement or any of the provisions of this Agreement relating to agreements or arrangements between the Master Servicer and a Subservicer or reference to actions taken through a Subservicer or otherwise, the TrustMaster Servicer shall remain obligated and primarily liable for the servicing and administering of the Mortgage Loans in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer and to the same extent and under the same terms and conditions as if the Master Servicer alone were servicing and administering the Mortgage Loans. For purposes of this Agreement, the Master Servicer shall be deemed to have received payments on Mortgage Loans when the Subservicer has received such payments. The Master Servicer shall be entitled to enter into any agreement with a Subservicer for indemnification of the Master Servicer by such Subservicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. (c) Any Subservicing Agreement that may be entered into and any transactions or services relating to the Mortgage Loans involving a Subservicer in its capacity as such and not as an originator shall be deemed to be between the Subservicer and the Master Servicer alone, and the Indenture Trustee, customary consents or waivers the Insurer, the Owner Trustee and other instruments Class A Noteholders and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions the Transferor in respect of the Mortgage Notes Transferor Interest shall not be deemed parties thereto and related Mortgages (but only shall have no claims, rights, obligations, duties or liabilities with respect to the Subservicer except as set forth in the manner provided in this Agreement)Section 3.01(d) herein, (iii) to collect any Insurance Proceeds and other Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loanas applicable. The Master Servicer shall remain responsible be solely liable for all fees owed by it to any Subservicer irrespective of whether the parties Master Servicer’s compensation pursuant to this Agreement is sufficient to pay such fees. (d) In the event the Master Servicer shall for any reason no longer be the Master Servicer (including by reason of an Event of Servicing Termination), the Indenture Trustee or its designee approved by the Insurer or a successor Master Servicer under Section 7.02(a) shall thereupon assume all of the rights and obligations of the Master Servicer under each Subservicing Agreement that the Master Servicer may have entered into, unless the Indenture Trustee or designee approved by the Insurer or any successor Master Servicer under Section 7.02(a) elects to terminate any Subservicing Agreement in accordance with the terms of such Subservicing Agreement. Each Subservicing Agreement shall include the provision that such agreement may be immediately terminated by the Insurer, the Indenture Trustee or any successor Master Servicer in the event that the Master Servicer shall, for any reason, no longer be the Master Servicer (including termination due to an Event of Servicing Termination). In no event shall any Subservicing Agreement require the Insurer or the Indenture Trustee as successor Master Servicer to pay compensation to a Subservicer or order the termination of such Subservicer without the payment of any termination fee. Any fee payable or expense incurred in connection with such a termination will be payable by the outgoing Master Servicer. If the Indenture Trustee does not terminate a Subservicing Agreement, the Indenture Trustee, its designee (approved by the Insurer) or a successor Master Servicer under Section 7.02(a) shall be deemed to have assumed all of the Master Servicer’s interest therein and to have replaced the Master Servicer as a party to each Subservicing Agreement to the same extent as if the Subservicing Agreements had been assigned to the assuming party, except that the Master Servicer shall not thereby be relieved of any liability or obligations under the Subservicing Agreements with regard to events that occurred prior to the date the Master Servicer ceased to be the Master Servicer hereunder. The Master Servicer, at its expense and without right of reimbursement therefor, shall, upon the request of the Indenture Trustee, deliver to the assuming party all documents and records relating to each Subservicing Agreement and the Credit Enhancer for Mortgage Loans then being serviced and an accounting of amounts collected and held by it and otherwise use its obligations under this Agreement. Any amounts received by any subservicer on a Mortgage Loan shall be considered best efforts to have been received effect the orderly and efficient transfer of the Subservicing Agreements to the assuming party. (e) No costs incurred by the Master Servicer whether or not actually received by itany Subservicer in respect of Servicing Advances shall, for the purposes of distributions to Class A Noteholders, be added to the amount owing under the related Mortgage Loan. Without limiting the generality of the foregoing, the Master Servicer shall continue, and is hereby authorized and empowered to execute and deliver on behalf of the Trust and each Class A Noteholder, all instruments of satisfaction or cancellation, or of partial or full release, discharge and all other comparable instruments with respect to the Mortgage Loans and with respect to the Mortgaged Properties. If reasonably required by the Master Servicer and requested in writing, the Trust and/or the Indenture Trustee shall furnish the Master Servicer and, if directed by the Master Servicer, any Subservicer with any limited powers of attorney and other documents necessary or appropriate to enable the Master Servicer and any such Subservicer to carry out its servicing and administrative duties under this Agreement. Notwithstanding anything to the contrary contained herein, the Master Servicer, in servicing and administering the Mortgage Loans, shall employ or cause to be employed procedures (including collection, foreclosure and REO management procedures) and exercise the same care that it customarily employs and exercises in servicing and administering home equity line of credit mortgage loans for its own account, in accordance with Accepted Servicing Practices and giving due consideration to the Insurer’s, the Class A Noteholders’ and the Trust’s reliance on the Master Servicer. Without limiting the foregoing, the Master Servicer is authorized to commence loss mitigation procedures with respect to any Mortgage Loan if the Master Servicer, in its judgment and consistent with Accepted Servicing Practices, determines that a default with respect to such Mortgage Loan is imminent. (f) On and after such time as the Indenture Trustee receives the resignation of, or notice of the removal of, the Master Servicer from its rights and obligations under this Agreement, and with respect to resignation pursuant to Section 6.04 herein, after receipt by the Indenture Trustee and the Insurer of the Opinion of Counsel required pursuant to Section 6.04, the Indenture Trustee, if it so elects, and with the consent of the Insurer, shall assume all of the rights and obligations of the Master Servicer, subject to Section 7.02 herein. The Master Servicer shall, upon request of the Indenture Trustee, but at the expense of the Master Servicer, deliver to the Indenture Trustee, all documents and records relating to the Mortgage Loans and an accounting of amounts collected and held by the Master Servicer and otherwise use its best efforts to effect the orderly and efficient transfer of servicing rights and obligations to the assuming party. (g) The Master Servicer shall deliver a list of Servicing Officers to the Indenture Trustee and the Insurer on or before the Closing Date and shall revise such list from time to time, as appropriate, and shall deliver all revisions promptly to the Indenture Trustee and the Insurer. (h) Consistent with the terms of this Agreement, the Master Servicer may execute and deliver, on behalf of itself, the Class A Noteholders, and the Indenture TrusteeTrust, or any of them, any instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Properties, in each case to the extent not inconsistent with this Agreement. At the request of a Servicing Officer, the Indenture Trustee Trust shall furnish the Master Servicer with any powers of attorney and other documents appropriate to enable the Master Servicer to carry out its servicing and administrative duties under this Agreement. The Consistent with the terms of this Agreement, the Master Servicer in this capacity may also will consent to the placing of a lien senior to that of any mortgage the Mortgage on the related Mortgaged Property, if; provided, (i) the new senior lien secures a mortgage loan that refinances an existing first mortgage loan and (ii) either (a) the Loan-to-Value Ratio of the new mortgage loan (without taking into account any closing costs that may be financed by the new mortgage loan) is equal to or less than the Loan-to-Value Ratio of the first mortgage loan to be replaced (for purposes of calculating the Loan-to-Value Ratio, the Valuation of the Mortgaged Property will be measured by the lesser of (A) the Valuation of the Mortgaged Property as of the Cut-off Date and (B) the Valuation of the Mortgaged Property as of the date of the refinancing referenced in clause (i)) or (b) the Combined Loan-to-Value Ratio of the new mortgage loan (without taking into account any closing costs that may be financed by the new mortgage loan) and the existing related Mortgage Loan immediately following the modification is equal to less not greater than 70% (for purposes of calculating the Combined Loan-to-Value Ratio, the Valuation Ratio of the Mortgaged Property will be measured as the lesser of (A) the Valuation of the Mortgage Loan as of the Cut-off Date and (B) the Valuation of the such Mortgage Loan as of the date such Mortgage Loan was originated; or (ii) in the case of any such action that would result in an increase in the Combined Loan-to-Value Ratio over the Combined Loan-to-Value Ratio as of the refinancing referenced in clause (i)). The date such Mortgage Loan was originated, the aggregate Asset Balance number of all the Mortgage Loans with respect to which the a new senior lien may be so modified may is consented to by the Master Servicer does not exceed 50[__]% of the Original Note Principal Balance. The Master Servicer may also, without approval from the Rating Agencies or the Credit Enhancer, increase the Credit Limits on Mortgage Loans if (i) new appraisals are obtained and the weighted average Combined Loan-to-Value Ratios number of the Mortgage Loans after giving effect to the increase are less than or equal to the weighted average Combined Loan-to-Value Ratios of the Mortgage Loans as of the Cut-off Date Off Date; and (ii) the increases are consistent with the Master Servicer's underwriting policies. In addition, the Master Servicer may increase the Credit Limits on Mortgage Loans having aggregate Asset Balances of up to an additional 5.0% of the Original Note Principal Balance, if

The Master Servicer. (a) The Master Servicer shall service and administer the Mortgage Loans in a manner consistent with the terms of this Agreement and with general industry practice and shall have full power and authority, acting alone or through a subservicer, (i) to execute do any and deliverall things in connection with such servicing and administration which it may deem necessary or desirable, on behalf of it being understood, however, that the Noteholders, the Trust, and the Indenture Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds and other Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan. The Master Servicer shall at all times remain responsible to the parties to this Agreement Trustee, the Certificateholders and the Credit Enhancer for the performance of its duties and obligations under this Agreementhereunder in accordance with the terms hereof. Any amounts received by any subservicer on in respect of a Mortgage Loan shall be considered deemed to have been received by the Master Servicer whether or not actually received by it. Without limiting the generality of the foregoing, the Master Servicer may shall continue, and is hereby authorized and empowered by the Trustee, to execute and deliver, on behalf of itself, the Noteholders, Certificateholders and the Indenture Trustee, or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, discharge and all other comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Properties. The Trustee shall, in each case to upon the extent not inconsistent with this Agreement. At the written request of a Servicing Officer, the Indenture Trustee shall furnish the Master Servicer with any powers of attorney and other documents necessary or appropriate to enable the Master Servicer to carry out its servicing and administrative duties under this Agreementhereunder. The Master Servicer in this such capacity may also consent to the placing of a lien senior to that of any mortgage Mortgage on the related Mortgaged Property, if (i) the new senior lien secures a mortgage loan that refinances an existing first mortgage loan and (ii) either (a) the Loan-to-Value Ratio of the new mortgage loan (without taking into account any closing costs that may be financed by the new mortgage loan) is equal to or less than the Loan-to-Value Ratio of the first mortgage loan to be replaced (for purposes of calculating the Loan-to-Value Ratio, the Valuation of the Mortgaged Property will be measured by the lesser of (A) the Valuation of the Mortgaged Property as of the Cut-off Date and (B) the Valuation of the Mortgaged Property as of the date of the refinancing referenced in clause (i)) or (b) the Combined Loan-to-Value Ratio of the new mortgage loan (without taking into account any closing costs that may be financed by the new mortgage loan) and the existing Mortgage Loan is equal to less than 70% (for purposes of calculating the Combined Loan-to-Value Ratio, the Valuation of the Mortgaged Property will be measured as the lesser of (A) the Valuation of the Mortgage Loan as of the Cut-off Date and (B) the Valuation of the Mortgage Loan as of the date of the refinancing referenced in clause (i)). The aggregate Asset Balance of all the Mortgage Loans with respect to which the senior lien may be so modified may not exceed 50% of the Original Note Principal Balance. The Master Servicer may also, without approval from the Rating Agencies or the Credit Enhancer, increase the Credit Limits on Mortgage Loans if (i) new appraisals are obtained and the weighted average Combined Loan-to-Value Ratios of the Mortgage Loans after giving effect to the increase are less than or equal to the weighted average Combined Loan-to-Value Ratios of the Mortgage Loans as of the Cut-off Date and (ii) the increases are consistent with the Master Servicer's underwriting policies. In addition, the Master Servicer may increase the Credit Limits on Mortgage Loans having aggregate Asset Balances of up to an additional 5.0% of the Original Note Principal Balance, ifprovided that

The Master Servicer. The Master Servicer shall supervise, monitor and oversee the obligation of the Servicer to service and administer the Mortgage Loans in a manner consistent accordance with the terms of this Agreement and with general industry practice and shall have full power and authority, acting alone authority to do any and all things which it may deem necessary or through a subservicer, (i) to execute desirable in connection with such master servicing and deliver, on behalf of the Noteholders, the Trust, and the Indenture Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds and other Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loanadministration. The Master Servicer shall remain responsible to the parties to this Agreement and the Credit Enhancer for In performing its obligations under this Agreement. Any amounts received by any subservicer on a Mortgage Loan shall be considered to have been received by the Master Servicer whether or not actually received by it. Without limiting the generality of the foregoinghereunder, the Master Servicer may execute and delivershall act in a manner consistent with Accepted Master Servicing Practices. Furthermore, on behalf of itself, the Noteholders, and the Indenture Trustee, or any of them, any instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Properties, in each case to the extent not inconsistent with this Agreement. At the request of a Servicing Officer, the Indenture Trustee shall furnish the Master Servicer shall oversee and consult with any powers of attorney the Servicer as necessary from time-to-time to carry out the Master Servicer’s obligations hereunder, shall receive, review and evaluate all reports, information and other documents appropriate data provided to enable the Master Servicer by the Servicer and shall cause the Servicer to carry out its servicing perform and administrative duties observe the covenants, obligations and conditions to be performed or observed by the Servicer under this Agreement. The Master Servicer shall independently and separately monitor the Servicer’s servicing activities with respect to each Mortgage Loan, reconcile the results of such monitoring with such information provided in the previous sentence on a monthly basis and coordinate corrective adjustments to the Servicer’s and Master Servicer’s records, and based on such reconciled and corrected information, provide such information relating to the Mortgage Loans to the Securities Administrator as shall be necessary to enable it to prepare the statements specified in Section 5.06 and any other information and statements required to be provided by the Securities Administrator hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Servicer to the Distribution Account. Notwithstanding anything in this capacity may also consent Agreement to the placing contrary, the Master Servicer shall not have any duty or obligation to enforce any Credit Risk Management Agreement that the Servicer is a party to (the “Servicer Credit Risk Management Agreement”) or to supervise, monitor or oversee the activities of the Credit Risk Manager under the Servicer Credit Risk Management Agreement with respect to any action taken or not taken by the Servicer pursuant to a lien senior recommendation of the Credit Risk Manager. The Trustee shall furnish the Servicer and the Master Servicer with any limited powers of attorney and other documents in form as provided to that it necessary or appropriate to enable the Servicer and the Master Servicer to service or master service and administer the Mortgage Loans and REO Property. The Trustee shall have no responsibility for any action of the Master Servicer or the Servicer pursuant to any such limited power of attorney and shall be indemnified by the Master Servicer or the Servicer for any cost, liability or expense arising from the misuse thereof by the Master Servicer or the Servicer. The Trustee, the Custodians and the Securities Administrator shall provide access to the records and documentation in possession of the Trustee, the Custodians or the Securities Administrator regarding the Mortgage Loans and REO Property and the servicing thereof to the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the Trustee, the Custodians or the Securities Administrator; provided, however, that, unless otherwise required by law, none of the Trustee, the Custodians or the Securities Administrator shall be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any mortgage on Mortgagor. The Trustee, the related Mortgaged PropertyCustodians and the Securities Administrator shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee’s, if the Custodians’ or the Securities Administrator’s actual costs. The Trustee shall execute and deliver to the Servicer or the Master Servicer upon request any court pleadings, requests for trustee’s sale or other documents necessary or desirable and, in each case, provided to the Trustee by the Servicer or the Master Servicer to (i) the new senior lien secures foreclosure or trustee’s sale with respect to a mortgage loan that refinances an existing first mortgage loan and Mortgaged Property; (ii) either any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note or any other Loan Document; (aiii) obtain a deficiency judgment against the Loan-to-Value Ratio of the new mortgage loan Mortgagor; or (without taking into account iv) enforce any closing costs that may be financed other rights or remedies provided by the new mortgage loan) is equal to Mortgage Note or less than the Loan-to-Value Ratio of the first mortgage loan to be replaced (for purposes of calculating the Loan-to-Value Ratio, the Valuation of the Mortgaged Property will be measured by the lesser of (A) the Valuation of the Mortgaged Property as of the Cut-off Date and (B) the Valuation of the Mortgaged Property as of the date of the refinancing referenced in clause (i)) or (b) the Combined Loan-to-Value Ratio of the new mortgage loan (without taking into account any closing costs that may be financed by the new mortgage loan) and the existing other Mortgage Loan is equal to less than 70% (for purposes of calculating the Combined Loan-to-Value Ratio, the Valuation of the Mortgaged Property will be measured as the lesser of (A) the Valuation of the Mortgage Loan as of the Cut-off Date and (B) the Valuation of the Mortgage Loan as of the date of the refinancing referenced in clause (i)). The aggregate Asset Balance of all the Mortgage Loans with respect to which the senior lien may be so modified may not exceed 50% of the Original Note Principal Balance. The Master Servicer may also, without approval from the Rating Agencies Document or the Credit Enhancer, increase the Credit Limits on Mortgage Loans if (i) new appraisals are obtained and the weighted average Combined Loan-to-Value Ratios of the Mortgage Loans after giving effect to the increase are less than otherwise available at law or equal to the weighted average Combined Loan-to-Value Ratios of the Mortgage Loans as of the Cut-off Date and (ii) the increases are consistent with the Master Servicer's underwriting policies. In addition, the Master Servicer may increase the Credit Limits on Mortgage Loans having aggregate Asset Balances of up to an additional 5.0% of the Original Note Principal Balance, ifequity.

The Master Servicer. The Master Servicer shall service and administer the Mortgage Loans in a manner consistent with the terms of this Agreement and with general industry practice and shall have full power and authority, acting alone or through a subservicer, (i) to execute and deliver, on behalf of the Noteholders, the Trust, and the Indenture Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds and other Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan. The Master Servicer shall remain responsible to the parties to this Agreement and the Credit Enhancer for its obligations under this Agreement. Any amounts received by any subservicer on a Mortgage Loan shall be considered to have been received by the Master Servicer whether or not actually received by it. Without limiting the generality of the foregoing, the Master Servicer may execute and deliver, on behalf of itself, the Noteholders, and the Indenture Trustee, or any of them, any instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Properties, in each case to the extent not inconsistent with this Agreement. At the request of a Servicing Officer, the Indenture Trustee shall furnish the Master Servicer with any powers of attorney and other documents appropriate to enable the Master Servicer to carry out its servicing and administrative duties under this Agreement. The Master Servicer in this capacity may also consent to the placing of a lien senior to that of any mortgage on the related Mortgaged Property, if (i) the new senior lien secures a mortgage loan that refinances an existing first mortgage loan and (ii) either (a) the Loan-to-Value Ratio of the new mortgage loan (without taking into account any closing costs that may be financed by the new mortgage loan) is equal to or less than the Loan-to-Value Ratio of the first mortgage loan to be replaced (for purposes of calculating the Loan-to-Value Ratio, the Valuation of the Mortgaged Property will be measured by the lesser of either (A) the Valuation of the Mortgaged Property as of the Cut-off Date and or (B) the Valuation of the Mortgaged Property as of the date of the refinancing referenced in clause (i)) or (b) the Combined Loan-to-Value Ratio of the new mortgage loan (without taking into account any closing costs that may be financed by the new mortgage loan) and the existing Mortgage Loan is equal to less than 70% (for purposes of calculating the Combined Loan-to-Value Ratio, the Valuation of the Mortgaged Property will be measured as the lesser of (A) the Valuation . The aggregate Asset Balance of the Mortgage Loan as Loans with respect to which the senior lien may be modified in accordance with clause (ii)(A) may not exceed 10% of the Cut-off Date Original Note Principal Balance and clause (Bii)(B) the Valuation may not exceed 40% of the Mortgage Loan as of the date of the refinancing referenced in clause (i))Original Note Principal Balance. The aggregate Asset Balance of all the Mortgage Loans with respect to which the senior lien may be so modified may not exceed 50% of the Original Note Principal BalanceBalance (this 50% referred to as the "Increased Senior Lien Limitation"). The Master Servicer may also, without approval from the Rating Agencies or the Credit Enhancer, increase the Credit Limits on Mortgage Loans if (i) new appraisals are obtained and the weighted average Combined Loan-to-Value Ratios of the Mortgage Loans after giving effect to the increase are less than or equal to the weighted average Combined Loan-to-Value Ratios of the Mortgage Loans as of the Cut-off Date and (ii) the increases are consistent with the Master Servicer's underwriting policies. In addition, the Master Servicer may increase the Credit Limits on the Mortgage Loans having aggregate Asset Balances of up to an additional 5.02.5% of the Original Note Principal Balance, if

The Master Servicer. The Master Servicer shall service and administer the Mortgage Loans in a manner consistent with the terms of this Agreement and with general industry practice and shall have full power and authority, acting alone or through a subservicer, (i) to execute and deliver, on behalf of the Noteholders, the Trust, and the Indenture Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds and other Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan. The Master Servicer shall remain responsible to the parties to this Agreement and the Credit Enhancer for its obligations under this Agreement. Any amounts received by any subservicer on a Mortgage Loan shall be considered to have been received by the Master Servicer whether or not actually received by it. Without limiting the generality of the foregoing, the Master Servicer may execute and deliver, on behalf of itself, the Noteholders, and the Indenture Trustee, or any of them, any instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Properties, in each case to the extent not inconsistent with this Agreement. At the request of a Servicing Officer, the Indenture Trustee shall furnish the Master Servicer with any powers of attorney and other documents appropriate to enable the Master Servicer to carry out its servicing and administrative duties under this Agreement. The Master Servicer in this capacity may also consent to the placing of a lien senior to that of any mortgage on the related Mortgaged Property, if (i) the new senior lien secures a mortgage loan that refinances an existing first mortgage loan and (ii) either (a) the Loan-to-Value Ratio of the new mortgage loan (without taking into account any closing costs that may be financed by the new mortgage loan) is equal to or less than the Loan-to-Value Ratio of the first mortgage loan to be replaced (for purposes of calculating the Loan-to-Value Ratio, the Valuation of the Mortgaged Property will be measured by the lesser of either (A) the Valuation of the Mortgaged Property as of the applicable Cut-off Date and or (B) the Valuation of the Mortgaged Property as of the date of the refinancing referenced in clause (i)) or (b) the Combined Loan-to-Value Ratio of the new mortgage loan (without taking into account any closing costs that may be financed by the new mortgage loan) and the existing Mortgage Loan is equal to less than 70% (for purposes of calculating the Combined Loan-to-Value Ratio, the Valuation of the Mortgaged Property will be measured as the lesser of (A) the Valuation . The aggregate Asset Balance of the Mortgage Loan as Loans with respect to which the senior lien may be modified in accordance with clause (ii)(A) may not exceed 10% of the Cut-off Date Original Note Principal Balance and clause (Bii)(B) the Valuation may not exceed 40% of the Mortgage Loan as of the date of the refinancing referenced in clause (i))Original Note Principal Balance. The aggregate Asset Balance of all the Mortgage Loans with respect to which the senior lien may be so modified may not exceed 50% of the Original Note Principal BalanceBalance (this 50% referred to as the "Increased Senior Lien Limitation"). The Master Servicer may also, without approval from the Rating Agencies or the Credit Enhancer, increase the Credit Limits on Mortgage Loans if (i) new appraisals are obtained and the weighted average Combined Loan-to-Value Ratios of the Mortgage Loans after giving effect to the increase are less than or equal to the weighted average Combined Loan-to-Value Ratios of the Mortgage Loans as of the applicable Cut-off Date and (ii) the increases are consistent with the Master Servicer's underwriting policies. In addition, the Master Servicer may increase the Credit Limits on the Mortgage Loans having aggregate Asset Balances of up to an additional 5.0% of the Original Note Principal Balance, if

The Master Servicer. (a) The Master Servicer shall, or shall cause the Servicers to, service and administer the Mortgage Home Equity Loans in a manner consistent with the terms of this Agreement and the Settlement Agreement (to the extent that no term or provision of the Settlement Agreement (excluding those terms identified in the Specified Filing) shall adversely affect in any material respect the interests of the Noteholders) and with general industry practice and shall have full power and authority, acting alone or through a subservicerthe Servicers, (i) to execute do any and deliverall things in connection with such servicing and administration which it may deem necessary or desirable, on behalf of it being understood, however, that the Noteholders, the Trust, and the Indenture Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds and other Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan. The Master Servicer shall at all times remain responsible to the parties to this Agreement Indenture Trustee and the Credit Enhancer Noteholders for the performance of its duties and obligations under this Agreementhereunder in accordance with the terms hereof. Any amounts received by any subservicer on the related Servicer in respect of a Mortgage Home Equity Loan shall be considered deemed to have been received by the Master Servicer whether or not actually received by it. Without limiting the generality of the foregoing, the Master Servicer shall continue, and is hereby authorized and empowered by the Indenture Trustee, (i) in its own name or in the name of any Servicer, when the Master Servicer or the Servicer, as the case may be, believes it appropriate in its best judgment to register any Home Equity Loan on the MERS(R) System, or cause the removal from the registration of any Home Equity Loan on the MERS(R) System, to execute and deliver, on behalf of the Trust, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Trust and its successors and assigns, and (ii) to execute and deliver, on behalf of itself, the Noteholders, Noteholders and the Indenture Trustee, Trustee or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, discharge and all other comparable instruments, with respect to the Mortgage Home Equity Loans and with respect to the Mortgaged Properties, in each case to . Upon the extent not inconsistent with this Agreement. At the written request of a Servicing Officerthe Master Servicer, the Depositor and the Indenture Trustee shall furnish the Master Servicer with any powers of attorney and other documents necessary or appropriate to enable the Master Servicer to carry out its servicing and administrative duties under this Agreementhereunder. The Master Servicer in this such capacity may also consent to the placing of a proposed lien senior to that of any mortgage the Mortgage on the related Mortgaged Property, ifprovided that such proposed lien is not secured by a note providing for negative amortization and: (i) the new senior Mortgage relating to the Home Equity Loan was in a first lien secures a mortgage loan that refinances an existing first mortgage loan and (ii) either (a) the Loan-to-Value Ratio of the new mortgage loan (without taking into account any closing costs that may be financed by the new mortgage loan) is equal to or less than the Loan-to-Value Ratio of the first mortgage loan to be replaced (for purposes of calculating the Loan-to-Value Ratio, the Valuation of the Mortgaged Property will be measured by the lesser of (A) the Valuation of the Mortgaged Property position as of the Cut-off Off Date and was in a first lien position immediately prior to the placement of the proposed senior lien, and (Bii) the Valuation ratio of (a) the sum of the Principal Balance of the Home Equity Loan and the principal balance of the mortgage loan to be secured by the proposed senior lien to (b) the Appraised Value of the Mortgaged Property as at the time the Home Equity Loan was originated is not greater than (1) with respect to Home Equity Loans with an original CLTV of 85% or less, 85%, (2) with respect to Home Equity Loans with an original CLTV in excess of 85% and not greater than 95%, 95% and (3) with respect to Home Equity Loans with an original CLTV in excess of 95% and not greater than 115%, 115%; (i) the Mortgage relating to the Home Equity Loan was in a first or second lien position at the time the related Home Equity Loan was conveyed to the Trust and, immediately following the placement of such proposed senior lien, such Mortgage will be in a second or, if such Mortgage was in a second lien position at the time the related Home Equity Loan was conveyed to the Trust, a third lien position and (ii) the principal balance of the date mortgage loan to be secured by the proposed senior lien and the rate at which interest accrues thereon are no greater than those of the refinancing referenced in clause (i)) or (b) the Combined Loan-to-Value Ratio of the new mortgage loan (without taking into account any closing costs that may be financed by the new mortgage loan) and the existing Mortgage Loan is equal to less than 70% (for purposes of calculating the Combined Loan-to-Value Ratio, the Valuation of the Mortgaged Property will be measured as the lesser of (A) the Valuation of the Mortgage Loan as of the Cut-off Date and (B) the Valuation of the Mortgage related Home Equity Loan as of the date of the refinancing referenced in clause (i)). The aggregate Asset Balance of all the Mortgage Loans with respect to which the senior lien may be so modified may not exceed 50% of the Original Note Principal Balance. The Master Servicer may also, without approval from the Rating Agencies or the Credit Enhancer, increase the Credit Limits on Mortgage Loans if (i) new appraisals are obtained and the weighted average Combined Loan-to-Value Ratios of the Mortgage Loans after giving effect it was first conveyed to the increase are less than or equal to the weighted average Combined Loan-to-Value Ratios of the Mortgage Loans as of the Cut-off Date and (ii) the increases are consistent with the Master Servicer's underwriting policies. In addition, the Master Servicer may increase the Credit Limits on Mortgage Loans having aggregate Asset Balances of up to an additional 5.0% of the Original Note Principal Balance, ifTrust; or

The Master Servicer. (a) The Master Servicer shall service and administer the Mortgage Loans in a manner consistent with the terms of this Agreement and with general industry practice and shall have full power and authority, acting alone or through a subservicer, (i) o to execute and deliver, on behalf of the NoteholdersSecured Parties, the Trust, and the Indenture Trustee, customary consents or waivers and other instruments and documents, (ii) o to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) o to collect any Insurance Proceeds and other Liquidation Proceeds, and (iv) o to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan. The Master Servicer shall remain responsible to the parties to this Agreement and the Credit Enhancer for its obligations under this Agreement. Any amounts received by any subservicer on a Mortgage Loan shall be considered to have been received by the Master Servicer whether or not actually received by it. Without limiting the generality of the foregoing, the Master Servicer may execute and deliver, on behalf of itself, the Noteholders, and the Indenture Trustee, or any of them, any instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Properties, in each case to the extent not inconsistent with this Agreement. Notwithstanding anything herein to the contrary, the Master Servicer shall not make or permit any modification, waiver, or amendment of any term of any Mortgage Loan that would cause any REMIC created under the Trust Agreement to fail to qualify as a REMIC or result in the imposition of any tax under Section 860F(a) or Section 860G of the Code. At the request of a Servicing Officer, the Indenture Trustee shall furnish the Master Servicer with any powers of attorney and other documents appropriate to enable the Master Servicer to carry out its servicing and administrative duties under this Agreement. The Master Servicer in this capacity may also consent to the placing of a lien senior to that of any mortgage on the related Mortgaged Property, if (i1) the new senior lien secures a mortgage loan that refinances an existing first mortgage loan loan; and (ii2) either (aA) the Loan-to-Value Ratio of the new mortgage loan (without taking into account any closing costs that may be financed by the new mortgage loan) is equal to or less than the Loan-to-Value Ratio of the first mortgage loan to be replaced (for purposes of calculating the Loan-to-Value Ratio, the Valuation of the Mortgaged Property will be measured by the lesser of (A) the Valuation of the Mortgaged Property as of the Cut-off Date and (B) the Valuation of the Mortgaged Property as of the date of the refinancing referenced in clause (i)) or (bB) the Combined Loan-to-Value Ratio of the new mortgage loan (without taking into account any closing costs that may be financed by the new mortgage loan) and the existing Mortgage Loan is equal to less than 70% (for purposes of calculating the Combined Loan-to-Value Ratio, the Valuation of the Mortgaged Property will be measured as the lesser of (A) the Valuation of the Mortgage Loan as of the Cut-off Date and (B) the Valuation of the Mortgage Loan as of the date of the refinancing referenced in clause (i)). The aggregate Asset Balance of all the Mortgage Loans with respect to which the senior lien may be so modified may not exceed 50% of the Original Note Principal Balance. The Master Servicer may also, without approval from the Rating Agencies or the Credit EnhancerAgencies, increase the Credit Limits Limit on any Mortgage Loans Loan at any time if (i1) a new appraisals are appraisal is obtained and the weighted average Combined Loan-to-Value Ratios Ratio of the Mortgage Loans Loan after giving effect to the increase are is less than or equal to the weighted average Combined Loan-to-Value Ratios Ratio of the Mortgage Loans Loan as of the Cut-off Date andDate (ii2) the increases are increase is consistent with the Master Servicer's underwriting policies, and (3) either: (A) the Credit Line Agreement allows the mortgagee to unilaterally increase the Credit Limit; (B) the Credit Limit increase is made within 90 days of the Cut-off Date, or (C) the Sponsor purchases the Mortgage Loan from the Trust in the manner described below for rate reduction loans. In addition, the Master Servicer may increase the Credit Limits on Mortgage Loans having aggregate Asset Balances of up to an additional 5.0% of the Original Note Principal BalanceBalance at any time, if (4) the increase does not cause the Combined Loan-to-Value Ratio of the Mortgage Loans to exceed 100%, (5) the increase in the Credit Limit of a Mortgage Loan does not cause the Combined Loan-to-Value Ratio of the Mortgage Loan to exceed 100%, (6) the increase in the Credit Limit of a Mortgage Loan does not cause the Combined Loan-to-Value Ratio of the Mortgage Loan to increase by more than 25% (for example, a Combined Loan-to-Value Ratio of 50% can be increased to 75%, a Combined Loan-to-Value Ratio of 60% can be increased to 85%, and so forth), (7) the increase is consistent with the Master Servicer's underwriting policies, and (8) either: (A) the Credit Line Agreement allows the mortgagee to unilaterally increase the Credit Limit; (B) the Credit Limit increase is made within 90 days of the Cut-off Date, or (C) the Sponsor purchases the Mortgage Loan from the Trust in the manner described below for rate reduction loans. Furthermore, the Sponsor, without prior approval from the Rating Agencies, may solicit mortgagors for a reduction in Loan Rates. The Loan Rates of Mortgage Loans having Asset Balances at the time of the proposed modification that aggregate over time not more than 5.0% of the Original Note Principal Balance may be subject to reduction. If a mortgagor notifies the Sponsor or the Master Servicer that it wants a reduction in Loan Rate, the Sponsor shall purchase the Mortgage Loan from the Trust as described below. Effective immediately on the same Business Day on which the Sponsor delivers the Purchase Price for the relevant Mortgage Loan to the Master Servicer, all interest of the Trust in the relevant Mortgage Loan shall automatically be transferred and assigned to the Sponsor and all benefits and burdens of ownership of the relevant Mortgage Loan, including the right to accrued interest on it from the date of purchase and the risk of default on the Mortgage Loan, shall pass to the Sponsor. The Master Servicer shall promptly deliver to the Indenture Trustee a certification signed by a Servicing Officer to the effect that all of the requirements for a purchase of a Mortgage Loan in connection with a request by a mortgagor for a reduction in Loan Rate have been satisfied with respect to the relevant Mortgage Loan. The Sponsor shall deliver the Purchase Price for the relevant Mortgage Loan to the Master Servicer promptly after a mortgagor notifies the Sponsor or the Master Servicer that it wants a reduction in Loan Rate, and the Master Servicer shall deposit the Purchase Price for the modified Mortgage Loan in the Collection Account pursuant to Section 3.02 within one Business Day after its receipt of the Purchase Price for the modified Mortgage Loan. Upon receipt by the Indenture Trustee of written notification of the deposit signed by a Servicing Officer, the Indenture Trustee shall release to the Sponsor the related Mortgage File and shall execute and deliver any instruments of transfer or assignment delivered to it for execution and reasonably acceptable to it, in each case without recourse, representation, or warranty, necessary to release the Mortgage Loan from the lien of the Indenture and vest in the Sponsor the Mortgage Loan previously transferred and assigned pursuant to this provision. The certification and written notification of the deposit each from a Servicing Officer may be delivered to the Indenture Trustee electronically, and to the extent the transmission originates on its face from a Servicing Officer, need not be manually signed. In addition, the Master Servicer may agree to changes in the terms of a Mortgage Loan (other than changes referred to above in this Section) at the request of the mortgagor at any time if the changes o do not materially and adversely affect the interests of the Secured Parties or the Holders of the Class C Certificates, o are consistent with prudent and customary business practice as evidenced by a certificate signed by a Servicing Officer delivered to the Indenture Trustee, o do not extend the maturity date of the Mortgage Loan beyond the final maturity date of the Notes of the related Class, and o the Master Servicer has received an Opinion of Counsel to the effect that such action will not cause any REMIC created under the Trust Agreement to fail to qualify as a REMIC or result in the imposition of any tax under Section 860F(a) or Section 860G of the Code. In addition, the Master Servicer may solicit mortgagors to change any other terms of the related Mortgage Loans at any time if the changes (i) do not materially and adversely affect the interests of the Noteholders or the Transferor (ii) are consistent with prudent and customary business practice as evidenced by a certificate signed by a Servicing Officer delivered to the Indenture Trustee and (iii) the Master Servicer has received an Opinion of Counsel to the effect that such action will not cause any REMIC created under the Trust Agreement to fail to qualify as a REMIC or result in the imposition of any tax under Section 860F(a) or Section 860G of the Code. Nothing in this Agreement shall limit the right of the Master Servicer to solicit mortgagors with respect to new loans (including mortgage loans) that are not Mortgage Loans. The Master Servicer may register any Mortgage Loan on the MERS(R) System, or cause the removal from registration of any Mortgage Loan on the MERS(R) System, and execute and deliver, on behalf of the Owner Trustee, any instruments of assignment and other comparable instruments with respect to the assignment or re-recording of a mortgage in the name of MERS, solely as nominee for the Owner Trustee and its successors and assigns. For so long as any Mortgage Loan is registered on the MERS(R) System, the Master Servicer shall maintain in good standing its membership in MERS and shall comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS. If any Mortgage Loans are registered on the MERS(R) System, the Master Servicer may cause MERS to execute and deliver an assignment of mortgage in recordable form to transfer any of the Mortgage Loans registered on the MERS(R) System from MERS to the Owner Trustee. The Master Servicer shall promptly notify MERS of any transfer of beneficial ownership or release of any Security Interest in any MOM Loan. The relationship of the Master Servicer to the Trust and the Indenture Trustee under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner, or agent of the Trust or the Indenture Trustee. (b) If the rights and obligations of the Master Servicer are terminated under this Agreement, any successor to the Master Servicer in its sole discretion may terminate the existing subservicer arrangements with any subservicer or assume the terminated Master Servicer's rights under those subservicing arrangements to the extent permitted by applicable law and the subservicing agreements. (c) The Sponsor agrees to indemnify the Trust against any liability for any prohibited transaction taxes and any related interest, additions, and penalties imposed on the Trust as a result of any modification of a Mortgage Loan effected pursuant to this Section, the holding of any Mortgage Loan modified pursuant to this Section by the Trust, any purchase of a modified Mortgage Loan by the Sponsor pursuant to this Section, or the removal of any Mortgage Loan pursuant to Section 2.06 (but such obligation shall not prevent the Sponsor or any other appropriate person from in good faith contesting any such tax in appropriate proceedings and shall not prevent the Sponsor from withholding payment of the tax, if permitted by law, pending the outcome of the proceedings). The Sponsor shall have no right of reimbursement for any amount paid pursuant to the foregoing indemnification, except to the extent that the amount of any tax, interest, and penalties, together with interest thereon, is refunded to the Trust or the Sponsor.

The Master Servicer. The Master Servicer shall service and administer the Mortgage Loans in a manner consistent with the terms of this Agreement and with general industry practice and shall have full power and authority, acting alone or through a subservicer, (i) to execute and deliver, on behalf of the Noteholders, the Trust, and the Indenture Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds and other Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan. The Master Servicer shall remain responsible to the parties to this Agreement and the Credit Enhancer for its obligations under this Agreement. Any amounts received by any subservicer on a Mortgage Loan shall be considered to have been received by the Master Servicer whether or not actually received by it. Without limiting the generality of the foregoing, the Master Servicer may execute and deliver, on behalf of itself, the Noteholders, and the Indenture Trustee, or any of them, any instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Properties, in each case to the extent not inconsistent with this Agreement. At the request of a Servicing Officer, the Indenture Trustee shall furnish the Master Servicer with any powers of attorney and other documents appropriate to enable the Master Servicer to carry out its servicing and administrative duties under this Agreement. The Master Servicer in this capacity may also consent to the placing of a lien senior to that of any mortgage on the related Mortgaged Property, if (i) the new senior lien secures a mortgage loan that refinances an existing first mortgage loan and (ii) either (a) the Loan-to-Value Ratio of the new mortgage loan (without taking into account any closing costs that may be financed by the new mortgage loan) is equal to or less than the Loan-to-Value Ratio of the first mortgage loan to be replaced (for purposes of calculating the Loan-to-Value Ratio, the Valuation of the Mortgaged Property will be measured by the lesser of (A) the Valuation of the Mortgaged Property as of the Cut-off Date and (B) the Valuation of the Mortgaged Property as of the date of the refinancing referenced in clause (i)) or (b) the Combined Loan-to-Value Ratio of the new mortgage loan (without taking into account any closing costs that may be financed by the new mortgage loan) and the existing Mortgage Loan is equal to less than 70% (for purposes of calculating the Combined Loan-to-Value Ratio, the Valuation of the Mortgaged Property will be measured as the lesser of (A) the Valuation of the Mortgage Loan as of the Cut-off Date and (B) the Valuation of the Mortgage Loan as of the date of the refinancing referenced in clause (i)). The aggregate Asset Balance of the Mortgage Loans with respect to which the senior lien may be modified in accordance with clause (ii)(A) may not exceed 10% of the Original Note Principal Balance and clause (ii)(B) may not exceed 40% of the Original Note Principal Balance. The aggregate Asset Balance of all the Mortgage Loans with respect to which the senior lien may be so modified may not exceed 50100% of the Original Note Principal BalanceBalance (this 100% referred to as the "Increased Senior Lien Limitation"). The Master Servicer may also, without approval from the Rating Agencies or the Credit Enhancer, increase the Credit Limits on Mortgage Loans if (i) new appraisals are obtained and the weighted average Combined Loan-to-Value Ratios of the Mortgage Loans after giving effect to the increase are less than or equal to the weighted average Combined Loan-to-Value Ratios of the Mortgage Loans as of the Cut-off Date and (ii) the increases are consistent with the Master Servicer's underwriting policies. In addition, the Master Servicer may increase the Credit Limits on Mortgage Loans having aggregate Asset Balances of up to an additional 5.0% of the Original Note Principal Balance, if

The Master Servicer. The Master Servicer shall service and administer promptly deliver to the Trustee a certification of a Servicing Officer to the effect that all requirements of the first paragraph of this subsection (c) have been satisfied with respect to the Mortgage Loans in a manner consistent with the terms of Loan to be repurchased pursuant to this Agreement and with general industry practice and shall have full power and authority, acting alone or through a subservicer, (i) to execute and deliver, on behalf of the Noteholders, the Trust, and the Indenture Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds and other Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loanparagraph. The Master Servicer shall remain responsible to deposit the parties to this Agreement and the Credit Enhancer Purchase Price for its obligations under this Agreement. Any amounts received by any subservicer on a Mortgage Loan shall be considered repurchased pursuant to have been received Section 3.12 in the Certificate Account pursuant to Section 3.06 within one Business Day after the purchase of the Mortgage Loan. Upon receipt by the Master Servicer whether or not actually received Trustee of written notification of any such deposit signed by it. Without limiting the generality of the foregoing, the Master Servicer may execute and deliver, on behalf of itself, the Noteholders, and the Indenture Trustee, or any of them, any instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Properties, in each case to the extent not inconsistent with this Agreement. At the request of a Servicing Officer, the Indenture Trustee shall furnish release to the Master Servicer with any powers the related Mortgage File and shall execute and deliver such instruments of attorney and other documents appropriate transfer or assignment, in each case without recourse, as shall be necessary to enable vest in the Master Servicer to carry out its servicing any Mortgage Loan previously transferred and administrative duties under this Agreementassigned pursuant hereto. The Master Servicer in this capacity may also consent covenants and agrees to indemnify the placing Trust Fund against any liability for any taxes (including prohibited transaction taxes) and any related interest, additions, and penalties imposed on the Trust Fund established hereunder as a result of any modification of a lien senior Mortgage Loan effected pursuant to that this Section or any purchase of any mortgage on the related Mortgaged Property, if (i) the new senior lien secures a mortgage loan that refinances an existing first mortgage loan and (ii) either (a) the Loan-to-Value Ratio of the new mortgage loan (without taking into account any closing costs that may be financed Mortgage Loan by the new mortgage loan) is equal to Master Servicer in connection with a modification (but such obligation shall not prevent the Master Servicer or less than any other appropriate Person from contesting any such tax in appropriate proceedings and shall not prevent the Loan-to-Value Ratio Master Servicer from withholding payment of such tax, if permitted by law, pending the first mortgage loan to be replaced (for purposes outcome of calculating the Loan-to-Value Ratio, the Valuation of the Mortgaged Property will be measured by the lesser of (A) the Valuation of the Mortgaged Property as of the Cut-off Date and (B) the Valuation of the Mortgaged Property as of the date of the refinancing referenced in clause (isuch proceedings)) or (b) the Combined Loan-to-Value Ratio of the new mortgage loan (without taking into account any closing costs that may be financed by the new mortgage loan) and the existing Mortgage Loan is equal to less than 70% (for purposes of calculating the Combined Loan-to-Value Ratio, the Valuation of the Mortgaged Property will be measured as the lesser of (A) the Valuation of the Mortgage Loan as of the Cut-off Date and (B) the Valuation of the Mortgage Loan as of the date of the refinancing referenced in clause (i)). The aggregate Asset Balance of all the Mortgage Loans with respect to which the senior lien may be so modified may not exceed 50% of the Original Note Principal Balance. The Master Servicer may also, without approval from the Rating Agencies or the Credit Enhancer, increase the Credit Limits on Mortgage Loans if (i) new appraisals are obtained and the weighted average Combined Loan-to-Value Ratios shall have no right of the Mortgage Loans after giving effect reimbursement for any amount paid pursuant to the increase are less than or equal foregoing indemnification, except to the weighted average Combined Loan-to-Value Ratios extent that the amount of any tax, interest, and penalties, together with interest thereon, is refunded to the Mortgage Loans as of the Cut-off Date and (ii) the increases are consistent with Trust Fund or the Master Servicer's underwriting policies. In addition, the Master Servicer may increase the Credit Limits on Mortgage Loans having aggregate Asset Balances of up to an additional 5.0% of the Original Note Principal Balance, if.

The Master Servicer. (a) The Master Servicer shall service and administer the Mortgage Loans in a manner consistent with the terms of this Agreement and with general industry practice and shall have full power and authority, acting alone or through a subservicer, (i) o to execute and deliver, on behalf of the NoteholdersSecured Parties, the Trust, and the Indenture Trustee, customary consents or waivers and other instruments and documents, (ii) o to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) o to collect any Insurance Proceeds and other Liquidation Proceeds, and (iv) o to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan. The Master Servicer shall remain responsible to the parties to this Agreement and the Credit Enhancer for its obligations under this Agreement. Any amounts received by any subservicer on a Mortgage Loan shall be considered to have been received by the Master Servicer whether or not actually received by it. Without limiting the generality of the foregoing, the Master Servicer may execute and deliver, on behalf of itself, the Noteholders, and the Indenture Trustee, or any of them, any instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Properties, in each case to the extent not inconsistent with this Agreement. Notwithstanding anything herein to the contrary, the Master Servicer shall not make or permit any modification, waiver, or amendment of any term of any Mortgage Loan that would cause any REMIC created under the Trust Agreement to fail to qualify as a REMIC or result in the imposition of any tax under Section 860F(a) or Section 860G of the Code. At the request of a Servicing Officer, the Indenture Trustee shall furnish the Master Servicer with any powers of attorney and other documents appropriate to enable the Master Servicer to carry out its servicing and administrative duties under this Agreement. . (b) The Master Servicer in this capacity may also consent to the placing of a lien senior to that of any mortgage on the related Mortgaged Property, if (i1) the new senior lien secures a mortgage loan that refinances an existing first mortgage loan loan; and (ii2) either (aA) the Loan-to-Value Ratio of the new mortgage loan (without taking into account any closing costs that may be financed by the new mortgage loan) is equal to or less than the Loan-to-Value Ratio of the first mortgage loan to be replaced (for purposes of calculating the Loan-to-Value Ratio, the Valuation of the Mortgaged Property will be measured by the lesser of (A) the Valuation of the Mortgaged Property as of the Cut-off Date and (B) the Valuation of the Mortgaged Property as of the date of the refinancing referenced in clause (i1)) or (bB) the Combined Loan-to-Value Ratio of the new mortgage loan (without taking into account any closing costs that may be financed by the new mortgage loan) and the existing Mortgage Loan is equal to less than 70% (for purposes of calculating the Combined Loan-to-Value Ratio, the Valuation of the Mortgaged Property will be measured as the lesser of (A) the Valuation of the Mortgage Loan as of the Cut-off Date and (B) the Valuation of the Mortgage Loan as of the date of the refinancing referenced in clause (i1)). The aggregate Asset Balance of all the Mortgage Loans with respect to which the senior lien may be so modified may not exceed 50% of the Original Note Principal Balance. . (c) The Master Servicer may also, without approval from the Rating Agencies or the Credit Enhancer, increase the Credit Limits Limit on any Mortgage Loans Loan at any time if (i1) a new appraisals are appraisal is obtained and the weighted average Combined Loan-to-Value Ratios Ratio of the Mortgage Loans Loan after giving effect to the increase are is less than or equal to the weighted average Combined Loan-to-Value Ratios Ratio of the Mortgage Loans Loan as of the Cut-off Date andDate, (ii2) the increases are consistent with the Master Servicer's underwriting policies. , and (3) either: (A) the Credit Line Agreement allows the mortgagee to unilaterally increase the Credit Limit; (B) the Credit Limit increase is made within 90 days of the Cut-off Date; or (C) the Sponsor purchases the Mortgage Loan from the Trust in the manner described below for rate reduction loans. (d) In addition, the Master Servicer may increase the Credit Limits on Mortgage Loans having aggregate Asset Balances of up to an additional 5.0% of the Original Note Principal BalanceBalance at any time, if (1) the increase does not cause the Combined Loan-to-Value Ratio of the Mortgage Loans in the related Loan Group to exceed 100%, (2) the increase in the Credit Limit of a Mortgage Loan does not cause the Combined Loan-to-Value Ratio of the Mortgage Loan to exceed 100%, (3) the increase in the Credit Limit of a Mortgage Loan does not cause the Combined Loan-to-Value Ratio of the Mortgage Loan to increase by more than 25% (for example, a Combined Loan-to-Value Ratio of 50% can be increased to 75%, a Combined Loan-to-Value Ratio of 60% can be increased to 85%, and so forth), (4) the increase is consistent with the Master Servicer's underwriting policies, and (5) either: (A) the Credit Line Agreement allows the mortgagee to unilaterally increase the Credit Limit; (B) the Credit Limit increase is made within 90 days of the Cut-off Date, or (C) the Sponsor purchases the Mortgage Loan from the Trust in the manner described below for rate reduction loans. (e) Furthermore, the Sponsor, without prior approval from the Rating Agencies or the Credit Enhancer, may solicit mortgagors for a reduction in Loan Rates. The Loan Rates of Mortgage Loans in a Loan Group having Asset Balances at the time of the proposed modification that aggregate over time not more than 5.0% of the related Original Note Principal Balance may be subject to reduction. If a mortgagor notifies the Sponsor or the Master Servicer that it wants a reduction in Loan Rate, the Sponsor shall purchase the Mortgage Loan from the Trust as described below. Effective immediately on the same Business Day on which the Sponsor delivers the Purchase Price for the relevant Mortgage Loan to the Master Servicer, all interest of the Trust in the relevant Mortgage Loan shall automatically be transferred and assigned to the Sponsor and all benefits and burdens of ownership of the relevant Mortgage Loan, including the right to accrued interest on it from the date of purchase and the risk of default on the Mortgage Loan, shall pass to the Sponsor. The Master Servicer shall promptly deliver to the Indenture Trustee a certification signed by a Servicing Officer to the effect that all of the requirements for a purchase of a Mortgage Loan in connection with a request by a mortgagor for a reduction in Loan Rate have been satisfied with respect to the relevant Mortgage Loan. The Sponsor shall deliver the Purchase Price for the relevant Mortgage Loan to the Master Servicer promptly after a mortgagor notifies the Sponsor or the Master Servicer that it wants a reduction in Loan Rate, and the Master Servicer shall deposit the Purchase Price for the modified Mortgage Loan in the Collection Account pursuant to Section 3.02 within one Business Day after its receipt of the Purchase Price for the modified Mortgage Loan. Upon receipt by the Indenture Trustee of written notification of the deposit signed by a Servicing Officer, the Indenture Trustee shall release to the Sponsor the related Mortgage File and shall execute and deliver any instruments of transfer or assignment delivered to it for execution and reasonably acceptable to it, in each case without recourse, representation, or warranty, necessary to release the Mortgage Loan from the lien of the Indenture and vest in the Sponsor the Mortgage Loan previously transferred and assigned pursuant to this provision. The certification and written notification of the deposit each from a Servicing Officer may be delivered to the Indenture Trustee electronically, and to the extent the transmission originates on its face from a Servicing Officer, need not be manually signed. (f) In addition, the Master Servicer may agree to changes in the terms of a Mortgage Loan (other than changes referred to above in this Section) at the request of the mortgagor at any time if the changes o do not materially and adversely affect the interests of the Secured Parties or the Holders of the Class C Certificates, o are consistent with prudent and customary business practice as evidenced by a certificate signed by a Servicing Officer delivered to the Indenture Trustee and the Credit Enhancer, o do not extend the maturity date of the Mortgage Loan beyond the final maturity date of the Notes of the related Class, and o the Master Servicer has received an Opinion of Counsel to the effect that such action will not cause any REMIC created under the Trust Agreement to fail to qualify as a REMIC or result in the imposition of any tax under Section 860F(a) or Section 860G of the Code. (g) In addition, the Master Servicer may solicit mortgagors to change any other terms of the related Mortgage Loans at any time if the changes (i) do not materially and adversely affect the interests of the Noteholders, the Transferor, or the Credit Enhancer (ii) are consistent with prudent and customary business practice as evidenced by a certificate signed by a Servicing Officer delivered to the Indenture Trustee and the Credit Enhancer, and (iii) the Master Servicer has received an Opinion of Counsel to the effect that such action will not cause any REMIC created under the Trust Agreement to fail to qualify as a REMIC or result in the imposition of any tax under Section 860F(a) or Section 860G of the Code. Nothing in this Agreement shall limit the right of the Master Servicer to solicit mortgagors with respect to new loans (including mortgage loans) that are not Mortgage Loans. (h) The Master Servicer may register any Mortgage Loan on the MERS(R) System, or cause the removal from registration of any Mortgage Loan on the MERS(R) System, and execute and deliver, on behalf of the Owner Trustee, any instruments of assignment and other comparable instruments with respect to the assignment or re-recording of a mortgage in the name of MERS, solely as nominee for the Owner Trustee and its successors and assigns. For so long as any Mortgage Loan is registered on the MERS(R) System, the Master Servicer shall maintain in good standing its membership in MERS and shall comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS. If any Mortgage Loans are registered on the MERS(R) System, the Master Servicer may cause MERS to execute and deliver an assignment of mortgage in recordable form to transfer any of the Mortgage Loans registered on the MERS(R) System from MERS to the Owner Trustee. The Master Servicer shall promptly notify MERS of any transfer of beneficial ownership or release of any Security Interest in any MOM Loan. The relationship of the Master Servicer to the Trust and the Indenture Trustee under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner, or agent of the Trust or the Indenture Trustee. (i) If the rights and obligations of the Master Servicer are terminated under this Agreement, any successor to the Master Servicer in its sole discretion may terminate the existing subservicer arrangements with any subservicer or assume the terminated Master Servicer's rights under those subservicing arrangements to the extent permitted by applicable law and the subservicing agreements. (j) The Sponsor agrees to indemnify the Trust against any liability for any prohibited transaction taxes and any related interest, additions, and penalties imposed on the Trust as a result of any modification of a Mortgage Loan effected pursuant to this Section, the holding of any Mortgage Loan modified pursuant to this Section by the Trust, any purchase of a modified Mortgage Loan by the Sponsor pursuant to this Section, or the removal of any Mortgage Loan pursuant to Section 2.06 (but such obligation shall not prevent the Sponsor or any other appropriate person from in good faith contesting any such tax in appropriate proceedings and shall not prevent the Sponsor from withholding payment of the tax, if permitted by law, pending the outcome of the proceedings). The Sponsor shall have no right of reimbursement for any amount paid pursuant to the foregoing indemnification, except to the extent that the amount of any tax, interest, and penalties, together with interest thereon, is refunded to the Trust or the Sponsor.

The Master Servicer. (a) The Master Servicer shall service and administer the Mortgage Loans in a manner consistent with the terms of this Agreement and with general industry practice and shall have full power and authority, acting alone or through a subservicer, (i) o to execute and deliver, on behalf of the NoteholdersSecured Parties, the Trust, and the Indenture Trustee, customary consents or waivers and other instruments and documents, (ii) o to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) o to collect any Insurance Proceeds and other Liquidation Proceeds, and (iv) o to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan. The Master Servicer shall remain responsible to the parties to this Agreement and the Credit Enhancer for its obligations under this Agreement. Any amounts received by any subservicer on a Mortgage Loan shall be considered to have been received by the Master Servicer whether or not actually received by it. Without limiting the generality of the foregoing, the Master Servicer may execute and deliver, on behalf of itself, the Noteholders, and the Indenture Trustee, or any of them, any instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Properties, in each case to the extent not inconsistent with this Agreement. Notwithstanding anything herein to the contrary, the Master Servicer shall not make or permit any modification, waiver, or amendment of any term of any Mortgage Loan that would cause any REMIC created under the Trust Agreement to fail to qualify as a REMIC or result in the imposition of any tax under Section 860F(a) or Section 860G of the Code. At the request of a Servicing Officer, the Indenture Trustee shall furnish the Master Servicer with any powers of attorney and other documents appropriate to enable the Master Servicer to carry out its servicing and administrative duties under this Agreement. . (b) The Master Servicer in this capacity may also consent to the placing of a lien senior to that of any mortgage on the related Mortgaged Property, if (i1) the new senior lien secures a mortgage loan that refinances an existing first mortgage loan loan; and (ii2) either (aA) the Loan-to-Value Ratio of the new mortgage loan (without taking into account any closing costs that may be financed by the new mortgage loan) is equal to or less than the Loan-to-Value Ratio of the first mortgage loan to be replaced (for purposes of calculating the Loan-to-Value Ratio, the Valuation of the Mortgaged Property will be measured by the lesser of (A) the Valuation of the Mortgaged Property as of the Cut-off Date and (B) the Valuation of the Mortgaged Property as of the date of the refinancing referenced in clause (i1)) or (bB) the Combined Loan-to-Value Ratio of the new mortgage loan (without taking into account any closing costs that may be financed by the new mortgage loan) and the existing Mortgage Loan is equal to less than 70% (for purposes of calculating the Combined Loan-to-Value Ratio, the Valuation of the Mortgaged Property will be measured as the lesser of (A) the Valuation of the Mortgage Loan as of the Cut-off Date and (B) the Valuation of the Mortgage Loan as of the date of the refinancing referenced in clause (i1)). The aggregate Asset Balance of all the Mortgage Loans with respect to which the senior lien may be so modified may not exceed 50% of the Original Note Principal Balance. . (c) The Master Servicer may also, without approval from the Rating Agencies or the Credit Enhancer, increase the Credit Limits Limit on any Mortgage Loans Loan at any time if (i1) a new appraisals are appraisal is obtained and the weighted average Combined Loan-to-Value Ratios Ratio of the Mortgage Loans Loan after giving effect to the increase are is less than or equal to the weighted average Combined Loan-to-Value Ratios Ratio of the Mortgage Loans Loan as of the Cut-off Date andDate, (ii2) the increases are consistent with the Master Servicer's underwriting policies. , and (3) either: (A) the Credit Line Agreement allows the mortgagee to unilaterally increase the Credit Limit; (B) the Credit Limit increase is made within 90 days of the Cut-off Date; or (C) the Sponsor purchases the Mortgage Loan from the Trust in the manner described below for rate reduction loans. (d) In addition, the Master Servicer may increase the Credit Limits on Mortgage Loans having aggregate Asset Balances of up to an additional 5.0% of the Original Note Principal BalanceBalance at any time, if (1) the increase does not cause the Combined Loan-to-Value Ratio of the Mortgage Loans in the related Loan Group to exceed 100%, (2) the increase in the Credit Limit of a Mortgage Loan does not cause the Combined Loan-to-Value Ratio of the Mortgage Loan to exceed 100%, (3) the increase in the Credit Limit of a Mortgage Loan does not cause the Combined Loan-to-Value Ratio of the Mortgage Loan to increase by more than 25% (for example, a Combined Loan-to-Value Ratio of 50% can be increased to 75%, a Combined Loan-to-Value Ratio of 60% can be increased to 85%, and so forth), (4) the increase is consistent with the Master Servicer's underwriting policies, and (5) either: (A) the Credit Line Agreement allows the mortgagee to unilaterally increase the Credit Limit; (B) the Credit Limit increase is made within 90 days of the Cut-off Date, or (C) the Sponsor purchases the Mortgage Loan from the Trust in the manner described below for rate reduction loans. (e) Furthermore, the Sponsor, without prior approval from the Rating Agencies or the Credit Enhancer, may solicit mortgagors for a reduction in Loan Rates. The Loan Rates of Mortgage Loans in a Loan Group having Asset Balances at the time of the proposed modification that aggregate over time not more than 5.0% of the related Original Note Principal Balance may be subject to reduction. If a mortgagor notifies the Sponsor or the Master Servicer that it wants a reduction in Loan Rate, the Sponsor shall purchase the Mortgage Loan from the Trust as described below. Effective immediately on the same Business Day on which the Sponsor delivers the Purchase Price for the relevant Mortgage Loan to the Master Servicer, all interest of the Trust in the relevant Mortgage Loan shall automatically be transferred and assigned to the Sponsor and all benefits and burdens of ownership of the relevant Mortgage Loan, including the right to accrued interest on it from the date of purchase and the risk of default on the Mortgage Loan, shall pass to the Sponsor. The Master Servicer shall promptly deliver to the Indenture Trustee a certification signed by a Servicing Officer to the effect that all of the requirements for a purchase of a Mortgage Loan in connection with a request by a mortgagor for a reduction in Loan Rate have been satisfied with respect to the relevant Mortgage Loan. The Sponsor shall deliver the Purchase Price for the relevant Mortgage Loan to the Master Servicer promptly after a mortgagor notifies the Sponsor or the Master Servicer that it wants a reduction in Loan Rate, and the Master Servicer shall deposit the Purchase Price for the modified Mortgage Loan in the Collection Account pursuant to Section 3.02 within one Business Day after its receipt of the Purchase Price for the modified Mortgage Loan. Upon receipt by the Indenture Trustee of written notification of the deposit signed by a Servicing Officer, the Indenture Trustee shall release to the Sponsor the related Mortgage File and shall execute and deliver any instruments of transfer or assignment delivered to it for execution and reasonably acceptable to it, in each case without recourse, representation, or warranty, necessary to release the Mortgage Loan from the lien of the Indenture and vest in the Sponsor the Mortgage Loan previously transferred and assigned pursuant to this provision. The certification and written notification of the deposit each from a Servicing Officer may be delivered to the Indenture Trustee electronically, and to the extent the transmission originates on its face from a Servicing Officer, need not be manually signed. (f) In addition, the Master Servicer may agree to changes in the terms of a Mortgage Loan (other than changes referred to above in this Section) at the request of the mortgagor at any time if the changes o do not materially and adversely affect the interests of the Secured Parties or the Holders of the Class C Certificates, o are consistent with prudent and customary business practice as evidenced by a certificate signed by a Servicing Officer delivered to the Indenture Trustee and the Credit Enhancer, o do not extend the maturity date of the Mortgage Loan beyond one month prior to the Scheduled Maturity Date of the Notes of the related Class, and o the Master Servicer has received an Opinion of Counsel to the effect that such action will not cause any REMIC created under the Trust Agreement to fail to qualify as a REMIC or result in the imposition of any tax under Section 860F(a) or Section 860G of the Code. (g) In addition, the Master Servicer may solicit mortgagors to change any other terms of the related Mortgage Loans at any time if the changes (i) do not materially and adversely affect the interests of the Noteholders, the Transferor, or the Credit Enhancer (ii) are consistent with prudent and customary business practice as evidenced by a certificate signed by a Servicing Officer delivered to the Indenture Trustee and the Credit Enhancer, and (iii) the Master Servicer has received an Opinion of Counsel to the effect that such action will not cause any REMIC created under the Trust Agreement to fail to qualify as a REMIC or result in the imposition of any tax under Section 860F(a) or Section 860G of the Code. Nothing in this Agreement shall limit the right of the Master Servicer to solicit mortgagors with respect to new loans (including mortgage loans) that are not Mortgage Loans. (h) The Master Servicer may register any Mortgage Loan on the MERS(R) System, or cause the removal from registration of any Mortgage Loan on the MERS(R) System, and execute and deliver, on behalf of the Owner Trustee, any instruments of assignment and other comparable instruments with respect to the assignment or re-recording of a mortgage in the name of MERS, solely as nominee for the Owner Trustee and its successors and assigns. For so long as any Mortgage Loan is registered on the MERS(R) System, the Master Servicer shall maintain in good standing its membership in MERS and shall comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS. If any Mortgage Loans are registered on the MERS(R) System, the Master Servicer may cause MERS to execute and deliver an assignment of mortgage in recordable form to transfer any of the Mortgage Loans registered on the MERS(R) System from MERS to the Owner Trustee. The Master Servicer shall promptly notify MERS of any transfer of beneficial ownership or release of any Security Interest in any MOM Loan. The relationship of the Master Servicer to the Trust and the Indenture Trustee under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner, or agent of the Trust or the Indenture Trustee. (i) If the rights and obligations of the Master Servicer are terminated under this Agreement, any successor to the Master Servicer in its sole discretion may terminate the existing subservicer arrangements with any subservicer or assume the terminated Master Servicer's rights under those subservicing arrangements to the extent permitted by applicable law and the subservicing agreements. (j) The Sponsor agrees to indemnify the Trust against any liability for any prohibited transaction taxes and any related interest, additions, and penalties imposed on the Trust as a result of any modification of a Mortgage Loan effected pursuant to this Section, the holding of any Mortgage Loan modified pursuant to this Section by the Trust, any purchase of a modified Mortgage Loan by the Sponsor pursuant to this Section, or the removal of any Mortgage Loan pursuant to Section 2.06 (but such obligation shall not prevent the Sponsor or any other appropriate person from in good faith contesting any such tax in appropriate proceedings and shall not prevent the Sponsor from withholding payment of the tax, if permitted by law, pending the outcome of the proceedings). The Sponsor shall have no right of reimbursement for any amount paid pursuant to the foregoing indemnification, except to the extent that the amount of any tax, interest, and penalties, together with interest thereon, is refunded to the Trust or the Sponsor.

The Master Servicer. (a) The Master Servicer shall service and administer the Mortgage Loans in a manner consistent with the terms of this Agreement and with general industry practice and shall have full power and authority, acting alone or through a subservicer, (i) o to execute and deliver, on behalf of the NoteholdersSecured Parties, the Trust, and the Indenture Trustee, customary consents or waivers and other instruments and documents, (ii) o to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) o to collect any Insurance Proceeds and other Liquidation Proceeds, and (iv) o to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan. The Master Servicer shall remain responsible to the parties to this Agreement and the Credit Enhancer for its obligations under this Agreement. Any amounts received by any subservicer on a Mortgage Loan shall be considered to have been received by the Master Servicer whether or not actually received by it. Without limiting the generality of the foregoing, the Master Servicer may execute and deliver, on behalf of itself, the Noteholders, and the Indenture Trustee, or any of them, any instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Properties, in each case to the extent not inconsistent with this Agreement. Notwithstanding anything herein to the contrary, the Master Servicer shall not make or permit any modification, waiver, or amendment of any term of any Mortgage Loan that would cause any REMIC created under the Trust Agreement to fail to qualify as a REMIC or result in the imposition of any tax under Section 860F(a) or Section 860G of the Code. At the request of a Servicing Officer, the Indenture Trustee shall furnish the Master Servicer with any powers of attorney and other documents appropriate to enable the Master Servicer to carry out its servicing and administrative duties under this Agreement. . (b) The Master Servicer in this capacity may also consent to the placing of a lien senior to that of any mortgage on the related Mortgaged Property, if (i1) the new senior lien secures a mortgage loan that refinances an existing first mortgage loan loan; and (ii2) either (aA) the Loan-to-Value Ratio of the new senior mortgage loan (without taking into account any closing costs that may be financed by the new mortgage loan) is equal to or less than the Loan-to-Value Ratio of the first mortgage loan to be replaced (for purposes of calculating the Loan-to-Value Ratio, the Valuation of the Mortgaged Property will be measured by the lesser of (A) the Valuation of the Mortgaged Property as of the Cut-off Date and (B) the Valuation of the Mortgaged Property as of the date of the refinancing referenced in clause (i1)) or (bB) the Combined Loan-to-Value Ratio of the new mortgage loan (without taking into account any closing costs that may be financed by the new mortgage loan) and the existing Mortgage Loan is equal to less than 70% (for purposes of calculating the Combined Loan-to-Value Ratio, the Valuation of the Mortgaged Property will be measured as the lesser of (A) the Valuation of the Mortgage Loan as of the Cut-off Date and (B) the Valuation of the Mortgage Loan as of the date of the refinancing referenced in clause (i1)). The aggregate Asset Balance of all the Mortgage Loans with respect to which the senior lien may be so modified may not exceed 50% of the Original Note Principal Balance. . (c) The Master Servicer may also, without approval from the Rating Agencies or the Credit Enhancer, increase the Credit Limits Limit on any Mortgage Loans Loan at any time if (i1) a new appraisals are appraisal is obtained and the weighted average Combined Loan-to-Value Ratios Ratio of the Mortgage Loans Loan after giving effect to the increase are is less than or equal to the weighted average Combined Loan-to-Value Ratios Ratio of the Mortgage Loans Loan as of the Cut-off Date andDate, (ii2) the increases are consistent with the Master Servicer's underwriting policies. , and (3) either: (A) the Credit Line Agreement allows the mortgagee to unilaterally increase the Credit Limit; (B) the Credit Limit increase is made within 90 days of the Cut-off Date; or (C) the Sponsor purchases the Mortgage Loan from the Trust in the manner described below for rate reduction loans. (d) In addition, the Master Servicer may increase the Credit Limits on Mortgage Loans having aggregate Asset Balances of up to an additional 5.0% of the Original Note Principal BalanceBalance at any time, if (1) the increase does not cause the Combined Loan-to-Value Ratio of the Mortgage Loans in the related Loan Group to exceed 100% or the Loan-to-Value of the particular mortgage loan to exceed 100%, (2) the increase in the Credit Limit of a Mortgage Loan does not cause the Combined Loan-to-Value Ratio of the Mortgage Loan to exceed 100%, (3) the increase in the Credit Limit of a Mortgage Loan does not cause the Combined Loan-to-Value Ratio of the Mortgage Loan to increase by more than 25% (for example, a Combined Loan-to-Value Ratio of 50% can be increased to 75%, a Combined Loan-to-Value Ratio of 60% can be increased to 85%, and so forth), (4) the increase is consistent with the Master Servicer's underwriting policies, and (5) either: (A) the Credit Line Agreement allows the mortgagee to unilaterally increase the Credit Limit; (B) the Credit Limit increase is made within 90 days of the Cut-off Date, or (C) the Sponsor purchases the Mortgage Loan from the Trust in the manner described below for rate reduction loans. (e) Furthermore, the Sponsor, without prior approval from the Rating Agencies or the Credit Enhancer, may solicit mortgagors for a reduction in Loan Rates. The Loan Rates of Mortgage Loans in a Loan Group having Asset Balances at the time of the proposed modification that aggregate over time not more than 5.0% of the related Original Note Principal Balance may be subject to reduction. If a mortgagor notifies the Sponsor or the Master Servicer that it wants a reduction in Loan Rate, the Sponsor shall purchase the Mortgage Loan from the Trust as described below. Effective immediately on the same Business Day on which the Sponsor delivers the Purchase Price for the relevant Mortgage Loan to the Master Servicer, all interest of the Trust in the relevant Mortgage Loan shall automatically be transferred and assigned to the Sponsor and all benefits and burdens of ownership of the relevant Mortgage Loan, including the right to accrued interest on it from the date of purchase and the risk of default on the Mortgage Loan, shall pass to the Sponsor. The Master Servicer shall promptly deliver to the Indenture Trustee a certification signed by a Servicing Officer to the effect that all of the requirements for a purchase of a Mortgage Loan in connection with a request by a mortgagor for a reduction in Loan Rate have been satisfied with respect to the relevant Mortgage Loan. The Sponsor shall deliver the Purchase Price for the relevant Mortgage Loan to the Master Servicer promptly after a mortgagor notifies the Sponsor or the Master Servicer that it wants a reduction in Loan Rate, and the Master Servicer shall deposit the Purchase Price for the modified Mortgage Loan in the Collection Account pursuant to Section 3.02 within one Business Day after its receipt of the Purchase Price for the modified Mortgage Loan. Upon receipt by the Indenture Trustee of written notification of the deposit signed by a Servicing Officer, the Indenture Trustee shall release to the Sponsor the related Mortgage File and shall execute and deliver any instruments of transfer or assignment delivered to it for execution and reasonably acceptable to it, in each case without recourse, representation, or warranty, necessary to release the Mortgage Loan from the lien of the Indenture and vest in the Sponsor the Mortgage Loan previously transferred and assigned pursuant to this provision. The certification and written notification of the deposit each from a Servicing Officer may be delivered to the Indenture Trustee electronically, and to the extent the transmission originates on its face from a Servicing Officer, need not be manually signed. (f) In addition, the Master Servicer may agree to changes in the terms of a Mortgage Loan (other than changes referred to above in this Section) at the request of the mortgagor at any time if the changes o do not materially and adversely affect the interests of the Secured Parties or the Holders of the Class C Certificates, o are consistent with prudent and customary business practice as evidenced by a certificate signed by a Servicing Officer delivered to the Indenture Trustee and the Credit Enhancer, o do not extend the maturity date of the Mortgage Loan beyond the final maturity date of the Notes of the related Class, and o the Master Servicer has received an Opinion of Counsel to the effect that such action will not cause any REMIC created under the Trust Agreement to fail to qualify as a REMIC or result in the imposition of any tax under Section 860F(a) or Section 860G of the Code. (g) In addition, the Master Servicer may solicit mortgagors to change any other terms of the related Mortgage Loans at any time if the changes (i) do not materially and adversely affect the interests of the Noteholders, the Transferor, or the Credit Enhancer (ii) are consistent with prudent and customary business practice as evidenced by a certificate signed by a Servicing Officer delivered to the Indenture Trustee and the Credit Enhancer, and (iii) the Master Servicer has received an Opinion of Counsel to the effect that such action will not cause any REMIC created under the Trust Agreement to fail to qualify as a REMIC or result in the imposition of any tax under Section 860F(a) or Section 860G of the Code. Nothing in this Agreement shall limit the right of the Master Servicer to solicit mortgagors with respect to new loans (including mortgage loans) that are not Mortgage Loans. (h) The Master Servicer may register any Mortgage Loan on the MERS(R) System, or cause the removal from registration of any Mortgage Loan on the MERS(R) System, and execute and deliver, on behalf of the Owner Trustee, any instruments of assignment and other comparable instruments with respect to the assignment or re-recording of a mortgage in the name of MERS, solely as nominee for the Owner Trustee and its successors and assigns. For so long as any Mortgage Loan is registered on the MERS(R) System, the Master Servicer shall maintain in good standing its membership in MERS and shall comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS. If any Mortgage Loans are registered on the MERS(R) System, the Master Servicer may cause MERS to execute and deliver an assignment of mortgage in recordable form to transfer any of the Mortgage Loans registered on the MERS(R) System from MERS to the Owner Trustee. The Master Servicer shall promptly notify MERS of any transfer of beneficial ownership or release of any Security Interest in any MOM Loan. The relationship of the Master Servicer to the Trust and the Indenture Trustee under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner, or agent of the Trust or the Indenture Trustee. (i) If the rights and obligations of the Master Servicer are terminated under this Agreement, any successor to the Master Servicer in its sole discretion may terminate the existing subservicer arrangements with any subservicer or assume the terminated Master Servicer's rights under those subservicing arrangements to the extent permitted by applicable law and the subservicing agreements. (j) The Sponsor agrees to indemnify the Trust against any liability for any prohibited transaction taxes and any related interest, additions, and penalties imposed on the Trust as a result of any modification of a Mortgage Loan effected pursuant to this Section, the holding of any Mortgage Loan modified pursuant to this Section by the Trust, any purchase of a modified Mortgage Loan by the Sponsor pursuant to this Section, or the removal of any Mortgage Loan pursuant to Section 2.06 (but such obligation shall not prevent the Sponsor or any other appropriate person from in good faith contesting any such tax in appropriate proceedings and shall not prevent the Sponsor from withholding payment of the tax, if permitted by law, pending the outcome of the proceedings). The Sponsor shall have no right of reimbursement for any amount paid pursuant to the foregoing indemnification, except to the extent that the amount of any tax, interest, and penalties, together with interest thereon, is refunded to the Trust or the Sponsor.

The Master Servicer. The Master Servicer shall supervise, monitor and oversee the obligation of the Servicer to service and administer the Mortgage Loans in a manner consistent accordance with the terms of this Agreement and with general industry practice and shall have full power and authority, acting alone authority to do any and all things which it may deem necessary or through a subservicer, (i) to execute desirable in connection with such master servicing and deliver, on behalf of the Noteholders, the Trust, and the Indenture Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds and other Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loanadministration. The Master Servicer shall remain responsible to the parties to this Agreement and the Credit Enhancer for In performing its obligations under this Agreement. Any amounts received by any subservicer on a Mortgage Loan shall be considered to have been received by the Master Servicer whether or not actually received by it. Without limiting the generality of the foregoinghereunder, the Master Servicer may execute and delivershall act in a manner consistent with Accepted Master Servicing Practices. Furthermore, on behalf of itself, the Noteholders, and the Indenture Trustee, or any of them, any instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Properties, in each case to the extent not inconsistent with this Agreement. At the request of a Servicing Officer, the Indenture Trustee shall furnish the Master Servicer shall oversee and consult with any powers of attorney the Servicer as necessary from time-to-time to carry out the Master Servicer’s obligations hereunder, shall receive, review and evaluate all reports, information and other documents appropriate data provided to enable the Master Servicer by the Servicer and shall cause the Servicer to carry out its servicing perform and administrative duties observe the covenants, obligations and conditions to be performed or observed by the Servicer under this Agreement. The Master Servicer shall independently and separately monitor the servicing activities of the Servicer with respect to each Mortgage Loan, reconcile the results of such monitoring with such information provided in the previous sentence on a monthly basis and coordinate corrective adjustments to the Servicer’s and Master Servicer’s records, and based on such reconciled and corrected information, provide such information relating to the Mortgage Loans to the Securities Administrator as shall be necessary to enable it to prepare the statements specified in Section 5.06 and any other information and statements required to be provided by the Securities Administrator hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Servicer to the Distribution Account. Notwithstanding anything in this capacity may also consent Agreement to the placing contrary, the Master Servicer shall not have any duty or obligation to enforce any Credit Risk Management Agreement that the Servicer is a party to (the “Servicer Credit Risk Management Agreement”) or to supervise, monitor or oversee the activities of the Credit Risk Manager under the Servicer Credit Risk Management Agreement with respect to any action taken or not taken by the Servicer pursuant to a lien senior recommendation of the Credit Risk Manager. The Trustee shall furnish the Servicer and the Master Servicer with any limited powers of attorney and other documents in form acceptable to that it necessary or appropriate to enable the Servicer and the Master Servicer to service or master service and administer the Mortgage Loans and REO Property. The Trustee shall have no responsibility for any action of the Master Servicer or the Servicer pursuant to any such limited power of attorney and shall be indemnified by the Master Servicer or the Servicer for any cost, liability or expense arising from the misuse thereof by the Master Servicer or the Servicer. The Trustee, the Custodian and the Securities Administrator shall provide access to the records and documentation in possession of the Trustee, the Custodian or the Securities Administrator regarding the Mortgage Loans and REO Property and the servicing thereof to the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the Trustee, the Custodian or the Securities Administrator; provided, however, that, unless otherwise required by law, none of the Trustee, the Custodian or the Securities Administrator shall be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any mortgage on Mortgagor. The Trustee, the related Mortgaged PropertyCustodian and the Securities Administrator shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee’s, if the Custodian’s or the Securities Administrator’s actual costs. The Trustee shall execute and deliver to the Servicer or the Master Servicer upon request any court pleadings, requests for trustee’s sale or other documents necessary or desirable and, in each case, provided to the Trustee by the Servicer or the Master Servicer to (i) the new senior lien secures foreclosure or trustee’s sale with respect to a mortgage loan that refinances an existing first mortgage loan and Mortgaged Property; (ii) either any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note or any other Loan Document; (aiii) obtain a deficiency judgment against the Loan-to-Value Ratio of the new mortgage loan Mortgagor; or (without taking into account iv) enforce any closing costs that may be financed other rights or remedies provided by the new mortgage loan) is equal to Mortgage Note or less than the Loan-to-Value Ratio of the first mortgage loan to be replaced (for purposes of calculating the Loan-to-Value Ratio, the Valuation of the Mortgaged Property will be measured by the lesser of (A) the Valuation of the Mortgaged Property as of the Cut-off Date and (B) the Valuation of the Mortgaged Property as of the date of the refinancing referenced in clause (i)) or (b) the Combined Loan-to-Value Ratio of the new mortgage loan (without taking into account any closing costs that may be financed by the new mortgage loan) and the existing other Mortgage Loan is equal to less than 70% (for purposes of calculating the Combined Loan-to-Value Ratio, the Valuation of the Mortgaged Property will be measured as the lesser of (A) the Valuation of the Mortgage Loan as of the Cut-off Date and (B) the Valuation of the Mortgage Loan as of the date of the refinancing referenced in clause (i)). The aggregate Asset Balance of all the Mortgage Loans with respect to which the senior lien may be so modified may not exceed 50% of the Original Note Principal Balance. The Master Servicer may also, without approval from the Rating Agencies Document or the Credit Enhancer, increase the Credit Limits on Mortgage Loans if (i) new appraisals are obtained and the weighted average Combined Loan-to-Value Ratios of the Mortgage Loans after giving effect to the increase are less than otherwise available at law or equal to the weighted average Combined Loan-to-Value Ratios of the Mortgage Loans as of the Cut-off Date and (ii) the increases are consistent with the Master Servicer's underwriting policies. In addition, the Master Servicer may increase the Credit Limits on Mortgage Loans having aggregate Asset Balances of up to an additional 5.0% of the Original Note Principal Balance, ifequity.

The Master Servicer. (a) The Master Servicer shall service and administer the Mortgage Revolving Credit Loans in a manner generally consistent with the terms of the Program Guide and in a manner consistent with the terms of this Servicing Agreement and with which shall be normal and usual in its general industry practice mortgage servicing activities and shall have full power and authority, acting alone or through a subservicer, (i) to do any and all things in connection with such servicing and administration which it may deem necessary or desirable, it being understood, however, that the Master Servicer shall at all times remain responsible to the 1996-RHS4 LLC, the Indenture Trustee, as pledgee of the Class A Ownership Interest, and for the performance of its duties and obligations hereunder in accordance with the terms hereof and the Program Guide. Without limiting the generality of the foregoing, the Master Servicer shall continue, and is hereby authorized and empowered by the 1996-RHS4 LLC and the Indenture Trustee, as pledgee of the Class A Ownership Interest, to execute and deliver, on behalf of the Noteholdersitself, the Trust1996- RHS4 LLC, the Indenture Trustee or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments with respect to the Revolving Credit Loans and with respect to the Mortgaged Properties. The 1996- RHS4 LLC, the Indenture Trustee and the Custodian, as applicable, shall furnish the Master Servicer with any powers of attorney and other documents necessary or appropriate to enable the Master Servicer to carry out its servicing and administrative duties hereunder. In addition, the Master Servicer may, at its own discretion and on behalf of the Indenture Trustee, customary consents obtain credit information in the form of a "credit score" from a credit repository. On the Closing Date, the Indenture Trustee shall deliver to the Master Servicer a limited power of attorney substantially in the form of Exhibit B hereto. If the Mortgage relating to a Revolving Credit Loan did not have a lien senior to the Revolving Credit Loan on the related Mortgaged Property as of the Cut-off Date, then the Master Servicer, in such capacity, may not consent to the placing of a lien senior to that of the Mortgage on the related Mortgaged Property. If the Mortgage relating to a Revolving Credit Loan had a lien senior to the Revolving Credit Loan on the related Mortgaged Property as of the Cut-off Date, then the Master Servicer, in such capacity, may consent to the refinancing of the prior senior lien; provided that (i) the resulting Combined Loan-to-Value Ratio of such Revolving Credit Loan is no higher than the greater of the Combined Loan-to-Value Ratio prior to such refinancing or waivers and other instruments and documents70% (or 80% for those borrowers with a FICO "credit score" of 720 or greater), (ii) the interest rate for the loan evidencing the refinanced senior lien is no higher than the interest rate on the loan evidencing the existing senior lien immediately prior to consent to transfers the date of any Mortgaged Property such refinancing (meaning, in the case of an adjustable rate loan, a substantially similar index and assumptions a gross margin no higher than that of the Mortgage Notes existing senior lien); provided however if the loan evidencing the existing senior lien prior to the date of refinancing has an adjustable rate and related Mortgages (but only in the manner provided in this Agreement)loan evidencing the refinanced senior lien has a fixed rate, then the loan evidencing the refinanced senior lien may have an interest rate up to 2.0% higher than the then-current rate of the loan evidencing the existing senior lien and (iii) the loan evidencing the refinanced senior lien is not subject to collect negative amortization. [NY01:240828.4] 16069-00382 12/20/96 12:15am 6 In connection with servicing the Revolving Credit Loans, the Master Servicer may take reasonable actions to encourage or effect the termination of Loan Agreements that have become dormant. The relationship of the Master Servicer (and of any Insurance Proceeds and other Liquidation Proceeds, and (ivsuccessor to the Master Servicer as servicer under this Servicing Agreement) to effectuate foreclosure the 1996-RHS4 LLC under this Servicing Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan. agent. (b) The Master Servicer shall remain responsible may enter into Subservicing Agreements with Subservicers for the servicing and administration of certain of the Revolving Credit Loans. References in this Servicing Agreement to actions taken or to be taken by the parties Master Servicer in servicing the Revolving Credit Loans include actions taken or to this Agreement be taken by a Subservicer on behalf of the Master Servicer and the Credit Enhancer for its obligations under this Agreement. Any amounts any amount received by any subservicer on such Subservicer in respect of a Mortgage Revolving Credit Loan shall be considered deemed to have been received by the Master Servicer whether or not actually received by it. Without limiting the generality of the foregoing, the Master Servicer may execute Servicer. Each Subservicing Agreement will be upon such terms and deliver, on behalf of itself, the Noteholders, and the Indenture Trustee, or any of them, any instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Properties, in each case to the extent conditions as are not inconsistent with this Agreement. At the request of a Servicing Officer, the Indenture Trustee shall furnish Agreement and as the Master Servicer with any powers and the Subservicer have agreed. With the approval of attorney and other documents appropriate to enable the Master Servicer to carry out Servicer, a Subservicer may delegate its servicing obligations to third-party servicers, but such Subservicers will remain obligated under the related Subservicing Agreements. The Master Servicer and administrative duties under the Subservicer may enter into amendments to the related Subservicing Agreements; provided, however, that any such amendments shall not cause the Revolving Credit Loans to be serviced in a manner that would be materially inconsistent with the standards set forth in this Servicing Agreement. The Master Servicer shall be entitled to terminate any Subservicing Agreement in accordance with the terms and conditions thereof and without any limitation by virtue of this capacity may also consent to Servicing Agreement; provided, however, that in the placing event of a lien senior to that termination of any mortgage on Subservicing Agreement by the Master Servicer or the Subservicer, the Master Servicer shall either act as servicer of the related Mortgaged Property, if (i) Revolving Credit Loan or enter into a Subservicing Agreement with a successor Subservicer which will be bound by the new senior lien secures a mortgage loan that refinances an existing first mortgage loan and (ii) either (a) the Loan-to-Value Ratio terms of the new mortgage loan (without taking into account any closing costs that may be financed by the new mortgage loan) is equal to or less than the Loan-to-Value Ratio of the first mortgage loan to be replaced (for purposes of calculating the Loan-to-Value Ratio, the Valuation of the Mortgaged Property will be measured by the lesser of (A) the Valuation of the Mortgaged Property as of the Cut-off Date and (B) the Valuation of the Mortgaged Property as of the date of the refinancing referenced in clause (i)) or (b) the Combined Loan-to-Value Ratio of the new mortgage loan (without taking into account any closing costs that may be financed by the new mortgage loan) and the existing Mortgage Loan is equal to less than 70% (for purposes of calculating the Combined Loan-to-Value Ratio, the Valuation of the Mortgaged Property will be measured as the lesser of (A) the Valuation of the Mortgage Loan as of the Cut-off Date and (B) the Valuation of the Mortgage Loan as of the date of the refinancing referenced in clause (i)). The aggregate Asset Balance of all the Mortgage Loans with respect to which the senior lien may be so modified may not exceed 50% of the Original Note Principal Balancerelated Subservicing Agreement. The Master Servicer may alsoshall be entitled to enter into any agreement with a Subservicer for indemnification of the Master Servicer and nothing contained in this Servicing Agreement shall be deemed to limit or modify such indemnification. In the event that the rights, duties and obligations of the Master Servicer are terminated hereunder, any successor to the Master Servicer in its sole discretion may, to the extent permitted by applicable law, terminate the existing Subservicing Agreement with any Subservicer in accordance with the terms of the applicable Subservicing Agreement or assume the terminated Master Servicer's rights and obligations under such subservicing arrangements which termination or assumption will not violate the terms of such arrangements. As part of its servicing activities hereunder, the Master Servicer, for the benefit of the 1996-RHS4 LLC, shall use reasonable efforts to enforce the obligations of each Subservicer under the related Subservicing Agreement, to the extent that the non-performance of any such obligation would have a material adverse effect on a Revolving Credit Loan. Such enforcement, including, without approval from limitation, the Rating Agencies or legal prosecution of claims, termination of Subservicing Agreements and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer, in its good faith business judgment, [NY01:240828.4] 16069-00382 12/20/96 12:15am 7 would require were it the owner of the related Revolving Credit EnhancerLoans. The Master Servicer shall pay the costs of such enforcement at its own expense, increase the Credit Limits on Mortgage Loans if and shall be reimbursed therefor only (i) new appraisals are obtained and from a general recovery resulting from such enforcement to the weighted average Combined Loan-to-Value Ratios extent, if any, that such recovery exceeds all amounts due in respect of the Mortgage Loans after giving effect to the increase are less than related Revolving Credit Loan or equal to the weighted average Combined Loan-to-Value Ratios of the Mortgage Loans as of the Cut-off Date and (ii) from a specific recovery of costs, expenses or attorneys fees against the increases are consistent with party against whom such enforcement is directed. (c) Prior to the Master Servicer's underwriting policies. In additionclose of business on tenth calendar day of each month in which the related Payment Date is to occur, the Master Servicer may increase shall furnish a statement to the Credit Limits on Mortgage Loans having aggregate Asset Balances of up Administrator, in writing and/or in a machine readable format as the Administrator shall reasonably request setting forth all information reasonably necessary to an additional 5.0% of allow the Original Note Principal Balance, ifAdministrator to perform the calculations for the distributions contemplated by Sections 5.01 and 5.02 and to prepare the report pursuant to Section 4.01.

The Master Servicer. (a) The Master Servicer shall service and administer the Mortgage Loans in a manner consistent with the terms of this Agreement and with general industry practice and shall have full power and authority, acting alone or through a subservicer, (i) o to execute and deliver, on behalf of the NoteholdersSecured Parties, the Trust, and the Indenture Trustee, customary consents or waivers and other instruments and documents, (ii) o to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) o to collect any Insurance Proceeds Proceeds, Charged-off Loan Proceeds, and other Liquidation Proceeds, and (iv) o to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan. The Master Servicer shall remain responsible to the parties to this Agreement and the Credit Enhancer for its obligations under this Agreement. Any amounts received by any subservicer on a Mortgage Loan shall be considered to have been received by the Master Servicer whether or not actually received by it. Without limiting the generality of the foregoing, the Master Servicer may execute and deliver, on behalf of itself, the Noteholders, and the Indenture Trustee, or any of them, any instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Properties, in each case to the extent not inconsistent with this Agreement. Notwithstanding anything herein to the contrary, the Master Servicer shall not make or permit any modification, waiver, or amendment of any term of any Mortgage Loan that would cause any REMIC created under the Trust Agreement to fail to qualify as a REMIC or result in the imposition of any tax under Section 860F(a) or Section 860G of the Code. At the request of a Servicing Officer, the Indenture Trustee shall furnish the Master Servicer with any powers of attorney and other documents appropriate to enable the Master Servicer to carry out its servicing and administrative duties under this Agreement. . (b) The Master Servicer in this capacity may also consent to the placing of a lien senior to that of any mortgage on the related Mortgaged Property, if (i1) the new senior lien secures a mortgage loan that refinances an existing first mortgage loan loan; and (ii2) either (aA) the Loan-to-Value Ratio of the new senior mortgage loan (without taking into account any closing costs that may be financed by the new mortgage loan) is equal to or less than the Loan-to-Value Ratio of the first mortgage loan to be replaced (for purposes of calculating the Loan-to-Value Ratio, the Valuation of the Mortgaged Property will be measured by the lesser of (A) the Valuation of the Mortgaged Property as of the Cut-off Date and (B) the Valuation of the Mortgaged Property as of the date of the refinancing referenced in clause (i1)) or (bB) the Combined Loan-to-Value Ratio of the new mortgage loan (without taking into account any closing costs that may be financed by the new mortgage loan) and the existing Mortgage Loan is equal to less than 70% (for purposes of calculating the Combined Loan-to-Value Ratio, the Valuation of the Mortgaged Property will be measured as the lesser of (A) the Valuation of the Mortgage Loan as of the Cut-off Date and (B) the Valuation of the Mortgage Loan as of the date of the refinancing referenced in clause (i1)). The aggregate Asset Balance of all the Mortgage Loans with respect to which the senior lien may be so modified may not exceed 50% of the Original Note Principal Balance. . (c) The Master Servicer may also, without approval from the Rating Agencies or the Credit Enhancer, increase the Credit Limits Limit on any Mortgage Loans Loan at any time if (i1) a new appraisals are appraisal is obtained and the weighted average Combined Loan-to-Value Ratios Ratio of the Mortgage Loans Loan after giving effect to the increase are is less than or equal to the weighted average Combined Loan-to-Value Ratios Ratio of the Mortgage Loans Loan as of the Cut-off Date andDate, (ii2) the increases are consistent with the Master Servicer's underwriting policies. , and (3) either: (A) the Credit Line Agreement allows the mortgagee to unilaterally increase the Credit Limit; (B) the Credit Limit increase is made within 90 days of the Cut-off Date; or (C) the Sponsor purchases the Mortgage Loan from the Trust in the manner described below for rate reduction loans. (d) In addition, the Master Servicer may increase the Credit Limits on Mortgage Loans having aggregate Asset Balances of up to an additional 5.0% of the Original Note Principal BalanceBalance at any time, if (1) the increase does not cause the Combined Loan-to-Value Ratio of the Mortgage Loans to exceed 100% or the Loan-to-Value of the particular mortgage loan to exceed 100%, (2) the increase in the Credit Limit of a Mortgage Loan does not cause the Combined Loan-to-Value Ratio of the Mortgage Loan to exceed 100%, (3) the increase in the Credit Limit of a Mortgage Loan does not cause the Combined Loan-to-Value Ratio of the Mortgage Loan to increase by more than 25% (for example, a Combined Loan-to-Value Ratio of 50% can be increased to 75%, a Combined Loan-to-Value Ratio of 60% can be increased to 85%, and so forth), (4) the increase is consistent with the Master Servicer's underwriting policies, and (5) either: (A) the Credit Line Agreement allows the mortgagee to unilaterally increase the Credit Limit; (B) the Credit Limit increase is made within 90 days of the Cut-off Date, or (C) the Sponsor purchases the Mortgage Loan from the Trust in the manner described below for rate reduction loans. (e) Furthermore, the Sponsor, without prior approval from the Rating Agencies or the Credit Enhancer, may solicit mortgagors for a reduction in Loan Rates. The Loan Rates of Mortgage Loans having Asset Balances at the time of the proposed modification that aggregate over time not more than 5.0% of the related Original Note Principal Balance may be subject to reduction. If a mortgagor notifies the Sponsor or the Master Servicer that it wants a reduction in Loan Rate, the Sponsor shall purchase the Mortgage Loan from the Trust as described below. Effective immediately on the same Business Day on which the Sponsor delivers the Purchase Price for the relevant Mortgage Loan to the Master Servicer, all interest of the Trust in the relevant Mortgage Loan shall automatically be transferred and assigned to the Sponsor and all benefits and burdens of ownership of the relevant Mortgage Loan, including the right to accrued interest on it from the date of purchase and the risk of default on the Mortgage Loan, shall pass to the Sponsor. The Master Servicer shall promptly deliver to the Indenture Trustee a certification signed by a Servicing Officer to the effect that all of the requirements for a purchase of a Mortgage Loan in connection with a request by a mortgagor for a reduction in Loan Rate have been satisfied with respect to the relevant Mortgage Loan. The Sponsor shall deliver the Purchase Price for the relevant Mortgage Loan to the Master Servicer promptly after a mortgagor notifies the Sponsor or the Master Servicer that it wants a reduction in Loan Rate, and the Master Servicer shall deposit the Purchase Price for the modified Mortgage Loan in the Collection Account pursuant to Section 3.02 within one Business Day after its receipt of the Purchase Price for the modified Mortgage Loan. Upon receipt by the Indenture Trustee of written notification of the deposit signed by a Servicing Officer, the Indenture Trustee shall release to the Sponsor the related Mortgage File and shall execute and deliver any instruments of transfer or assignment delivered to it for execution and reasonably acceptable to it, in each case without recourse, representation, or warranty, necessary to release the Mortgage Loan from the lien of the Indenture and vest in the Sponsor the Mortgage Loan previously transferred and assigned pursuant to this provision. The certification and written notification of the deposit each from a Servicing Officer may be delivered to the Indenture Trustee electronically, and to the extent the transmission originates on its face from a Servicing Officer, need not be manually signed. (f) In addition, the Master Servicer may agree to changes in the terms of a Mortgage Loan (other than changes referred to above in this Section) at the request of the mortgagor at any time if the changes o do not materially and adversely affect the interests of the Secured Parties or the Holders of the Class C Certificates, o are consistent with prudent and customary business practice as evidenced by a certificate signed by a Servicing Officer delivered to the Indenture Trustee and the Credit Enhancer, o do not extend the maturity date of the Mortgage Loan beyond the final maturity date of the Notes, and o the Master Servicer has received an Opinion of Counsel to the effect that such action will not cause any REMIC created under the Trust Agreement to fail to qualify as a REMIC or result in the imposition of any tax under Section 860F(a) or Section 860G of the Code. (g) In addition, the Master Servicer may solicit mortgagors to change any other terms of the related Mortgage Loans at any time if the changes (i) do not materially and adversely affect the interests of the Noteholders, the Transferor, or the Credit Enhancer (ii) are consistent with prudent and customary business practice as evidenced by a certificate signed by a Servicing Officer delivered to the Indenture Trustee and the Credit Enhancer, and (iii) the Master Servicer has received an Opinion of Counsel to the effect that such action will not cause any REMIC created under the Trust Agreement to fail to qualify as a REMIC or result in the imposition of any tax under Section 860F(a) or Section 860G of the Code. Nothing in this Agreement shall limit the right of the Master Servicer to solicit mortgagors with respect to new loans (including mortgage loans) that are not Mortgage Loans. (h) The Master Servicer may register any Mortgage Loan on the MERS(R) System, or cause the removal from registration of any Mortgage Loan on the MERS(R) System, and execute and deliver, on behalf of the Owner Trustee, any instruments of assignment and other comparable instruments with respect to the assignment or re-recording of a mortgage in the name of MERS, solely as nominee for the Owner Trustee and its successors and assigns. For so long as any Mortgage Loan is registered on the MERS(R) System, the Master Servicer shall maintain in good standing its membership in MERS and shall comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS. If any Mortgage Loans are registered on the MERS(R) System, the Master Servicer may cause MERS to execute and deliver an assignment of mortgage in recordable form to transfer any of the Mortgage Loans registered on the MERS(R) System from MERS to the Owner Trustee. The Master Servicer shall promptly notify MERS of any transfer of beneficial ownership or release of any Security Interest in any MOM Loan. The relationship of the Master Servicer to the Trust and the Indenture Trustee under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner, or agent of the Trust or the Indenture Trustee. (i) If the rights and obligations of the Master Servicer are terminated under this Agreement, any successor to the Master Servicer in its sole discretion may terminate the existing subservicer arrangements with any subservicer or assume the terminated Master Servicer's rights under those subservicing arrangements to the extent permitted by applicable law and the subservicing agreements. (j) The Sponsor agrees to indemnify the Trust against any liability for any prohibited transaction taxes and any related interest, additions, and penalties imposed on the Trust as a result of any modification of a Mortgage Loan effected pursuant to this Section, the holding of any Mortgage Loan modified pursuant to this Section by the Trust, any purchase of a modified Mortgage Loan by the Sponsor pursuant to this Section, or the removal of any Mortgage Loan pursuant to Section 2.06 (but such obligation shall not prevent the Sponsor or any other appropriate person from in good faith contesting any such tax in appropriate proceedings and shall not prevent the Sponsor from withholding payment of the tax, if permitted by law, pending the outcome of the proceedings). The Sponsor shall have no right of reimbursement for any amount paid pursuant to the foregoing indemnification, except to the extent that the amount of any tax, interest, and penalties, together with interest thereon, is refunded to the Trust or the Sponsor.

The Master Servicer. (a) The Master Servicer shall, or shall cause the Servicers to, service and administer the Mortgage Loans in a manner consistent with the terms of this Agreement and with general industry practice and shall have full power and authority, acting alone or through a subservicerthe Servicers, (i) to execute do any and deliverall things in connection with such servicing and administration which it may deem necessary or desirable, on behalf of it being understood, however, that the Noteholders, the Trust, and the Indenture Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds and other Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan. The Master Servicer shall at all times remain responsible to the parties to this Agreement Indenture Trustee and the Credit Enhancer Noteholders for the performance of its duties and obligations under this Agreementhereunder in accordance with the terms hereof. Any amounts received by any subservicer on the related Servicer in respect of a Mortgage Loan shall be considered deemed to have been received by the Master Servicer whether or not actually received by it. Without limiting the generality of the foregoing, the Master Servicer shall continue, and is hereby authorized and empowered by the Indenture Trustee, (i) in its own name or in the name of any Servicer, when the Master Servicer or the Servicer, as the case may be, believes it appropriate in its best judgment to register any Mortgage Loan on the MERS(R) System, or cause the removal from the registration of any Mortgage Loan on the MERS(R) System, to execute and deliver, on behalf of the Trust, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Trust and its successors and assigns, and (ii) to execute and deliver, on behalf of itself, the Noteholders, Noteholders and the Indenture Trustee, Trustee or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, discharge and all other comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Properties, in each case to . Upon the extent not inconsistent with this Agreement. At the written request of a Servicing Officerthe Master Servicer, the Depositor and the Indenture Trustee shall furnish the Master Servicer with any powers of attorney and other documents necessary or appropriate to enable the Master Servicer to carry out its servicing and administrative duties under this Agreement. The hereunder. (b) If (i) foreclosure proceedings are commenced with respect to any Mortgage Loan with respect to which the Master Servicer in this capacity may also consent has consented to the placing of a lien senior to that of any mortgage on the related Mortgaged Property, if (i) the new subsequent senior lien secures a mortgage loan that refinances an existing first mortgage loan and pursuant to clause (x) in Section 3.01(a), or (ii) either (a) any loss is suffered by the Loan-to-Value Ratio Indenture Trustee on behalf of the new mortgage loan (without taking into account any closing costs that may be financed by Noteholders or the new mortgage loan) is equal to or less than the Loan-to-Value Ratio Transferor in respect of the first mortgage loan to be replaced (for purposes Ownership Interest in respect of calculating the Loan-to-Value Ratio, the Valuation of the Mortgaged Property will be measured by the lesser of (A) the Valuation of the Mortgaged Property as of the Cut-off Date and (B) the Valuation of the Mortgaged Property as of the date of the refinancing referenced in clause (i)) or (b) the Combined Loan-to-Value Ratio of the new mortgage loan (without taking into account any closing costs that may be financed by the new mortgage loan) and the existing Mortgage Loan is equal to less than 70% (for purposes of calculating the Combined Loan-to-Value Ratio, the Valuation of the Mortgaged Property will be measured as the lesser of (A) the Valuation of the Mortgage Loan as a result of (x) a failure to file on or within ten days following the Cut-off Date and (B) the Valuation of the Mortgage Loan as of the effective date of this Agreement the refinancing referenced UCC-l financing statements referred to in clause Section 2.01 or (i)). The aggregate Asset Balance of all the Mortgage Loans with respect y) a failure to which the senior lien may be so modified may not exceed 50% of the Original Note Principal Balance. The Master Servicer may also, without approval from the Rating Agencies publish on or the Credit Enhancer, increase the Credit Limits on Mortgage Loans if (i) new appraisals are obtained and the weighted average Combined Loan-to-Value Ratios of the Mortgage Loans after giving effect prior to the increase are less than or equal to Closing Date such notices reflecting the weighted average Combined Loan-to-Value Ratios sale of the Mortgage Loans as are described in Section 3440.1(h) of the Cut-off California Civil Code, then the Master Servicer shall repurchase or substitute for any adversely affected Mortgage Loan on the Business Day preceding the next Payment Date following the end of the Collection Period during which such foreclosure proceedings were commenced or such losses were suffered. Such repurchase or substitution shall be accomplished in the same manner and subject to the same conditions as set forth in Section 2.02. Upon making any such repurchase or substitution the Master Servicer shall be entitled to receive an instrument of assignment or transfer from the Indenture Trustee to the same extent as set forth in Section 2.02. (c) Upon the request of a Mortgagor or at the Master Servicer's own initiative, the Master Servicer (or the related Servicer on behalf of the Master Servicer) may waive, modify or vary any term of any Mortgage Loan or consent to the postponement of strict compliance with any such term or in any manner grant indulgence to any Mortgagor if: (i) in the Master Servicer's (or such Servicer's) good faith determination such waiver, modification, postponement or indulgence will enhance recovery with respect to such Mortgage Loan; and (ii) the increases are consistent Mortgagor is in default with respect to the Mortgage Loan, or such default is, in the judgment of the Master Servicer (or such Servicer) imminent. (d) Subject to subparagraph (e) below, in addition to the circumstances described under Section 3.01(c), the Master Servicer (or the related Servicer on behalf of the Master Servicer's underwriting policies. In addition) may waive, modify or vary any term of any Mortgage Loan, if the purpose of such action is to reduce the likelihood of prepayment or of default of such Mortgage Loan, to increase the likelihood of repayment or repayment upon default of such Mortgage Loan, to increase the likelihood of repayment in full of or recoveries under such Mortgage Loan, or to otherwise benefit the Noteholders and the Transferor in respect of the Ownership Interest, all in the reasonable judgment of the Master Servicer. (e) Notwithstanding any provision in this Agreement to the contrary, the Master Servicer may increase not defer the Credit Limits scheduled monthly interest and principal payment on any Mortgage Loans having aggregate Asset Balances Loan that is not in default or (in the judgment of the Master Servicer (or the related Servicer on behalf of the Master Servicer)) for which default is not imminent unless (i) the Master Servicer elects to make a Skip-A-Pay Advance pursuant to subparagraph (f) below or (ii) each Rating Agency advises in writing that as a result of such deferment the then current rating of the Class A and Class M Notes will not be withdrawn, suspended or reduced; PROVIDED, HOWEVER, that the Master Servicer may not defer the scheduled monthly payment on any Mortgage Loan in reliance on clause (i) above unless the Master Servicer determines, in its good faith judgment, that such Skip-A-Pay Advance will be recoverable from future payments on the Mortgage Loans. (f) If during any Collection Period the Master Servicer deferred the scheduled monthly payment on any Mortgage Loan that was not in default or for which default was not imminent in reliance on clause (i) of subparagraph (e) above, no later than 12:00 noon Chicago time on each Deposit Date, the Master Servicer shall deposit into the Collection Account an amount equal to the Skip-A-Pay Advance for such Collection Period. On each Payment Date, the Master Servicer shall be entitled to reimburse itself for all previously unreimbursed Skip-A-Pay Advances from funds on deposit in the Collection Account, before making any payments to Noteholders pursuant to Section 5.01, up to an additional 5.0% amount equal to the Skip-A-Pay Reimbursement Amount on such Payment Date; PROVIDED, HOWEVER, that the Skip-A-Pay Reimbursement Amount that the Master Servicer is entitled to receive on such Payment Date shall be reduced by the portion of such amount, if any, that was applied to reduce the amount of funds that the Master Servicer was required to deposit or to cause to be deposited into the Collection Account on the preceding Deposit Date pursuant to Section 3.02(b). (g) The relationship of the Original Note Principal BalanceMaster Servicer (and of any successor to the Master Servicer as master servicer under this Agreement) to the Indenture Trustee under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent. (h) In the event that the rights, duties and obligations of the Master Servicer are terminated hereunder, any successor to the Master Servicer in its sole discretion may, to the extent permitted by applicable law, terminate the existing subservicer arrangements with any 38 Servicer or assume the terminated Master Servicer's rights under such subservicing arrangements which termination or assumption will not violate the terms of such arrangements. Any termination fees shall be payable by the outgoing Master Servicer. (i) Any expenses incurred in connection with the actions described in Section 3.01(a)(i) shall be borne by the Master Servicer in accordance with Section 3.09, with no right of reimbursement; PROVIDED that if, as a result of MERS discontinuing or becoming unable to continue operations in connection with the MERS System, it becomes necessary to remove any Mortgage Loan from registration on the MERS System and to arrange for the assignment of the related Mortgages to the Trust, then any related expenses shall be reimbursable to the Master Servicer.

The Master Servicer. (a) The Master Servicer shall service and administer the Mortgage Loans in a manner consistent with the terms of this Agreement and with general industry practice and shall have full power and authority, acting alone or through a subservicer, (i) o to execute and deliver, on behalf of the NoteholdersSecured Parties, the Trust, and the Indenture Trustee, customary consents or waivers and other instruments and documents, (ii) o to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) o to collect any Insurance Proceeds Proceeds, Charged-off Mortgage Loan Proceeds, and other Liquidation Proceeds, and (iv) o to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan. The Master Servicer shall remain responsible to the parties to this Agreement and the Credit Enhancer for its obligations under this Agreement. Any amounts received by any subservicer on a Mortgage Loan shall be considered to have been received by the Master Servicer whether or not actually received by it. Without limiting the generality of the foregoing, the Master Servicer may execute and deliver, on behalf of itself, the Noteholders, and the Indenture Trustee, or any of them, any instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Properties, in each case to the extent not inconsistent with this Agreement. Notwithstanding anything herein to the contrary, the Master Servicer shall not make or permit any modification, waiver, or amendment of any term of any Mortgage Loan that would cause any REMIC created under the Trust Agreement to fail to qualify as a REMIC or result in the imposition of any tax under Section 860F(a) or Section 860G of the Code. At the request of a Servicing Officer, the Indenture Trustee shall furnish the Master Servicer with any powers of attorney and other documents appropriate to enable the Master Servicer to carry out its servicing and administrative duties under this Agreement. . (b) The Master Servicer in this capacity may also consent to the placing of a lien senior to that of any mortgage on the related Mortgaged Property, if (i1) the new senior lien secures a mortgage loan that refinances an existing first mortgage loan loan; and (ii2) either (aA) the Loan-to-Value Ratio of the new senior mortgage loan (without taking into account any closing costs that may be financed by the new mortgage loan) is equal to or less than the Loan-to-Value Ratio of the first mortgage loan to be replaced (for purposes of calculating the Loan-to-Value Ratio, the Valuation of the Mortgaged Property will be measured by the lesser of (A) the Valuation of the Mortgaged Property as of the Cut-off Date and (B) the Valuation of the Mortgaged Property as of the date of the refinancing referenced in clause (i1)) or (bB) the Combined Loan-to-Value Ratio of the new mortgage loan (without taking into account any closing costs that may be financed by the new mortgage loan) and the existing Mortgage Loan is equal to less than 70% (for purposes of calculating the Combined Loan-to-Value Ratio, the Valuation of the Mortgaged Property will be measured as the lesser of (A) the Valuation of the Mortgage Loan as of the Cut-off Date and (B) the Valuation of the Mortgage Loan as of the date of the refinancing referenced in clause (i1)). The aggregate Asset Balance of all the Mortgage Loans with respect to which the senior lien may be so modified may not exceed 50% of the Original Note Principal Balance. . (c) The Master Servicer may also, without approval from the Rating Agencies or the Credit Enhancer, increase the Credit Limits Limit on any Mortgage Loans Loan at any time if (i1) a new appraisals are appraisal is obtained and the weighted average Combined Loan-to-Value Ratios Ratio of the Mortgage Loans Loan after giving effect to the increase are is less than or equal to the weighted average Combined Loan-to-Value Ratios Ratio of the Mortgage Loans Loan as of the Cut-off Date andDate, (ii2) the increases are consistent with the Master Servicer's underwriting policies. , and (3) either: (A) the Credit Line Agreement allows the mortgagee to unilaterally increase the Credit Limit; (B) the Credit Limit increase is made within 90 days of the Cut-off Date; or (C) the Sponsor purchases the Mortgage Loan from the Trust in the manner described below for rate reduction loans. (d) In addition, the Master Servicer may increase the Credit Limits on Mortgage Loans having aggregate Asset Balances of up to an additional 5.0% of the Original Note Principal BalanceBalance at any time, if (1) the increase does not cause the Combined Loan-to-Value Ratio of the Mortgage Loans to exceed 100% or the Loan-to-Value of the particular mortgage loan to exceed 100%, (2) the increase in the Credit Limit of a Mortgage Loan does not cause the Combined Loan-to-Value Ratio of the Mortgage Loan to exceed 100%, (3) the increase in the Credit Limit of a Mortgage Loan does not cause the Combined Loan-to-Value Ratio of the Mortgage Loan to increase by more than 25% (for example, a Combined Loan-to-Value Ratio of 50% can be increased to 75%, a Combined Loan-to-Value Ratio of 60% can be increased to 85%, and so forth), (4) the increase is consistent with the Master Servicer's underwriting policies, and (5) either: (A) the Credit Line Agreement allows the mortgagee to unilaterally increase the Credit Limit; (B) the Credit Limit increase is made within 90 days of the Cut-off Date, or (C) the Sponsor purchases the Mortgage Loan from the Trust in the manner described below for rate reduction loans. (e) Furthermore, the Sponsor, without prior approval from the Rating Agencies or the Credit Enhancer, may solicit mortgagors for a reduction in Loan Rates. The Loan Rates of Mortgage Loans having Asset Balances at the time of the proposed modification that aggregate over time not more than 5.0% of the related Original Note Principal Balance may be subject to reduction. If a mortgagor notifies the Sponsor or the Master Servicer that it wants a reduction in Loan Rate, the Sponsor shall purchase the Mortgage Loan from the Trust as described below. Effective immediately on the same Business Day on which the Sponsor delivers the Purchase Price for the relevant Mortgage Loan to the Master Servicer, all interest of the Trust in the relevant Mortgage Loan shall automatically be transferred and assigned to the Sponsor and all benefits and burdens of ownership of the relevant Mortgage Loan, including the right to accrued interest on it from the date of purchase and the risk of default on the Mortgage Loan, shall pass to the Sponsor. The Master Servicer shall promptly deliver to the Indenture Trustee a certification signed by a Servicing Officer to the effect that all of the requirements for a purchase of a Mortgage Loan in connection with a request by a mortgagor for a reduction in Loan Rate have been satisfied with respect to the relevant Mortgage Loan. The Sponsor shall deliver the Purchase Price for the relevant Mortgage Loan to the Master Servicer promptly after a mortgagor notifies the Sponsor or the Master Servicer that it wants a reduction in Loan Rate, and the Master Servicer shall deposit the Purchase Price for the modified Mortgage Loan in the Collection Account pursuant to Section 3.02 within one Business Day after its receipt of the Purchase Price for the modified Mortgage Loan. Upon receipt by the Indenture Trustee of written notification of the deposit signed by a Servicing Officer, the Indenture Trustee shall release to the Sponsor the related Mortgage File and shall execute and deliver any instruments of transfer or assignment delivered to it for execution and reasonably acceptable to it, in each case without recourse, representation, or warranty, necessary to release the Mortgage Loan from the lien of the Indenture and vest in the Sponsor the Mortgage Loan previously transferred and assigned pursuant to this provision. The certification and written notification of the deposit each from a Servicing Officer may be delivered to the Indenture Trustee electronically, and to the extent the transmission originates on its face from a Servicing Officer, need not be manually signed. (f) In addition, the Master Servicer may agree to changes in the terms of a Mortgage Loan (other than changes referred to above in this Section) at the request of the mortgagor at any time if the changes o do not materially and adversely affect the interests of the Secured Parties or the Holders of the Class C Certificates, o are consistent with prudent and customary business practice as evidenced by a certificate signed by a Servicing Officer delivered to the Indenture Trustee and the Credit Enhancer, o do not extend the maturity date of the Mortgage Loan beyond the final maturity date of the Notes, and o the Master Servicer has received an Opinion of Counsel to the effect that such action will not cause any REMIC created under the Trust Agreement to fail to qualify as a REMIC or result in the imposition of any tax under Section 860F(a) or Section 860G of the Code. (g) In addition, the Master Servicer may solicit mortgagors to change any other terms of the related Mortgage Loans at any time if the changes (i) do not materially and adversely affect the interests of the Noteholders, the Transferor, or the Credit Enhancer (ii) are consistent with prudent and customary business practice as evidenced by a certificate signed by a Servicing Officer delivered to the Indenture Trustee and the Credit Enhancer, and (iii) the Master Servicer has received an Opinion of Counsel to the effect that such action will not cause any REMIC created under the Trust Agreement to fail to qualify as a REMIC or result in the imposition of any tax under Section 860F(a) or Section 860G of the Code. Nothing in this Agreement shall limit the right of the Master Servicer to solicit mortgagors with respect to new loans (including mortgage loans) that are not Mortgage Loans. (h) The Master Servicer may register any Mortgage Loan on the MERS(R) System, or cause the removal from registration of any Mortgage Loan on the MERS(R) System, and execute and deliver, on behalf of the Owner Trustee, any instruments of assignment and other comparable instruments with respect to the assignment or re-recording of a mortgage in the name of MERS, solely as nominee for the Owner Trustee and its successors and assigns. For so long as any Mortgage Loan is registered on the MERS(R) System, the Master Servicer shall maintain in good standing its membership in MERS and shall comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS. If any Mortgage Loans are registered on the MERS(R) System, the Master Servicer may cause MERS to execute and deliver an assignment of mortgage in recordable form to transfer any of the Mortgage Loans registered on the MERS(R) System from MERS to the Owner Trustee. The Master Servicer shall promptly notify MERS of any transfer of beneficial ownership or release of any Security Interest in any MOM Loan. The relationship of the Master Servicer to the Trust and the Indenture Trustee under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner, or agent of the Trust or the Indenture Trustee. (i) If the rights and obligations of the Master Servicer are terminated under this Agreement, any successor to the Master Servicer in its sole discretion may terminate the existing subservicer arrangements with any subservicer or assume the terminated Master Servicer's rights under those subservicing arrangements to the extent permitted by applicable law and the subservicing agreements. (j) The Sponsor agrees to indemnify the Trust against any liability for any prohibited transaction taxes and any related interest, additions, and penalties imposed on the Trust as a result of any modification of a Mortgage Loan effected pursuant to this Section, the holding of any Mortgage Loan modified pursuant to this Section by the Trust, any purchase of a modified Mortgage Loan by the Sponsor pursuant to this Section, or the removal of any Mortgage Loan pursuant to Section 2.06 (but such obligation shall not prevent the Sponsor or any other appropriate person from in good faith contesting any such tax in appropriate proceedings and shall not prevent the Sponsor from withholding payment of the tax, if permitted by law, pending the outcome of the proceedings). The Sponsor shall have no right of reimbursement for any amount paid pursuant to the foregoing indemnification, except to the extent that the amount of any tax, interest, and penalties, together with interest thereon, is refunded to the Trust or the Sponsor.

The Master Servicer. The Master Servicer shall service and administer the Mortgage Loans in a manner consistent with the terms of this Agreement and with general industry practice and shall have full power and authority, acting alone or through a subservicer, (i) o to execute and deliver, on behalf of the NoteholdersSecured Parties, the Trust, and the Indenture Trustee, customary consents or waivers and other instruments and documents, (ii) o to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) o to collect any Insurance Proceeds and other Liquidation Proceeds, and (iv) o to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan. The Master Servicer shall remain responsible to the parties to this Agreement and the Credit Enhancer for its obligations under this Agreement. Any amounts received by any subservicer on a Mortgage Loan shall be considered to have been received by the Master Servicer whether or not actually received by it. Without limiting the generality of the foregoing, the Master Servicer may execute and deliver, on behalf of itself, the Noteholders, and the Indenture Trustee, or any of them, any instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Properties, in each case to the extent not inconsistent with this Agreement. Notwithstanding anything herein to the contrary, the Master Servicer shall not make or permit any modification, waiver, or amendment of any term of any Mortgage Loan that would cause any REMIC created under the Trust Agreement to fail to qualify as a REMIC or result in the imposition of any tax under Section 860F(a) or Section 860G of the Code. At the request of a Servicing Officer, the Indenture Trustee shall furnish the Master Servicer with any powers of attorney and other documents appropriate to enable the Master Servicer to carry out its servicing and administrative duties under this Agreement. The Master Servicer in this capacity may also consent to the placing of a lien senior to that of any mortgage on the related Mortgaged Property, if (i) the new senior lien secures a mortgage loan that refinances an existing first mortgage loan loan; and (ii) either (aA) the Loan-to-Value Ratio of the new mortgage loan (without taking into account any closing costs that may be financed by the new mortgage loan) is equal to or less than the Loan-to-Value Ratio of the first mortgage loan to be replaced (for purposes of calculating the Loan-to-Value Ratio, the Valuation of the Mortgaged Property will be measured by the lesser of (A) the Valuation of the Mortgaged Property as of the Cut-off Date and (B) the Valuation of the Mortgaged Property as of the date of the refinancing referenced in clause (i)) or (bB) the Combined Loan-to-Value Ratio of the new mortgage loan (without taking into account any closing costs that may be financed by the new mortgage loan) and the existing Mortgage Loan is equal to less than 70% (for purposes of calculating the Combined Loan-to-Value Ratio, the Valuation of the Mortgaged Property will be measured as the lesser of (A) the Valuation of the Mortgage Loan as of the Cut-off Date and (B) the Valuation of the Mortgage Loan as of the date of the refinancing referenced in clause (i)). The aggregate Asset Balance of all the Mortgage Loans with respect to which the senior lien may be so modified may not exceed 50% of the Original Note Principal Balance. The Master Servicer may also, without approval from the Rating Agencies or the Credit Enhancer, increase the Credit Limits Limit on any Mortgage Loans Loan at any time if (i) a new appraisals are appraisal is obtained and the weighted average Combined Loan-to-Value Ratios Ratio of the Mortgage Loans Loan after giving effect to the increase are is less than or equal to the weighted average Combined Loan-to-Value Ratios Ratio of the Mortgage Loans Loan as of the Cut-off Date andDate (ii) the increases are increase is consistent with the Master Servicer's underwriting policies, and (iii) either: (A) the Credit Line Agreement allows the mortgagee to unilaterally increase the Credit Limit; (B) the Credit Limit increase is made within 90 days of the Cut-off Date, or (C) the Sponsor purchases the Mortgage Loan from the Trust in the manner described below for rate reduction loans. In addition, the Master Servicer may increase the Credit Limits on Mortgage Loans having aggregate Asset Balances of up to an additional 5.0% of the Original Note Principal BalanceBalance at any time, if (i) the increase does not cause the Combined Loan-to-Value Ratio of the Mortgage Loans in the related Loan Group to exceed 100%, (ii) the increase in the Credit Limit of a Mortgage Loan does not cause the Combined Loan-to-Value Ratio of the Mortgage Loan to exceed 100%, (iii) the increase in the Credit Limit of a Mortgage Loan does not cause the Combined Loan-to-Value Ratio of the Mortgage Loan to increase by more than 25% (for example, a Combined Loan-to-Value Ratio of 50% can be increased to 75%, a Combined Loan-to-Value Ratio of 60% can be increased to 85%, and so forth), (iv) the increase is consistent with the Master Servicer's underwriting policies, and (v) either: (A) the Credit Line Agreement allows the mortgagee to unilaterally increase the Credit Limit; (B) the Credit Limit increase is made within 90 days of the Cut-off Date, or (C) the Sponsor purchases the Mortgage Loan from the Trust in the manner described below for rate reduction loans. Furthermore, the Sponsor, without prior approval from the Rating Agencies or the Credit Enhancer, may solicit mortgagors for a reduction in Loan Rates. The Loan Rates of Mortgage Loans in a Loan Group having Asset Balances at the time of the proposed modification that aggregate over time not more than 5.0% of the related Original Note Principal Balance may be subject to reduction. If a mortgagor notifies the Sponsor or the Master Servicer that it wants a reduction in Loan Rate, the Sponsor shall purchase the Mortgage Loan from the Trust as described below. Effective immediately on the same Business Day on which the Sponsor delivers the Purchase Price for the relevant Mortgage Loan to the Master Servicer, all interest of the Trust in the relevant Mortgage Loan shall automatically be transferred and assigned to the Sponsor and all benefits and burdens of ownership of the relevant Mortgage Loan, including the right to accrued interest on it from the date of purchase and the risk of default on the Mortgage Loan, shall pass to the Sponsor. The Master Servicer shall promptly deliver to the Indenture Trustee a certification signed by a Servicing Officer to the effect that all of the requirements for a purchase of a Mortgage Loan in connection with a request by a mortgagor for a reduction in Loan Rate have been satisfied with respect to the relevant Mortgage Loan. The Sponsor shall deliver the Purchase Price for the relevant Mortgage Loan to the Master Servicer promptly after a mortgagor notifies the Sponsor or the Master Servicer that it wants a reduction in Loan Rate, and the Master Servicer shall deposit the Purchase Price for the modified Mortgage Loan in the Collection Account pursuant to Section 3.02 within one Business Day after its receipt of the Purchase Price for the modified Mortgage Loan. Upon receipt by the Indenture Trustee of written notification of the deposit signed by a Servicing Officer, the Indenture Trustee shall release to the Sponsor the related Mortgage File and shall execute and deliver any instruments of transfer or assignment delivered to it for execution and reasonably acceptable to it, in each case without recourse, representation, or warranty, necessary to release the Mortgage Loan from the lien of the Indenture and vest in the Sponsor the Mortgage Loan previously transferred and assigned pursuant to this provision. The certification and written notification of the deposit each from a Servicing Officer may be delivered to the Indenture Trustee electronically, and to the extent the transmission originates on its face from a Servicing Officer, need not be manually signed. In addition, the Master Servicer may agree to changes in the terms of a Mortgage Loan (other than changes referred to above in this Section) at the request of the mortgagor at any time if the changes o do not materially and adversely affect the interests of the Secured Parties or the Holders of the Class C Certificates, o are consistent with prudent and customary business practice as evidenced by a certificate signed by a Servicing Officer delivered to the Indenture Trustee and the Credit Enhancer, and o the Master Servicer has received an Opinion of Counsel to the effect that such action will not cause any REMIC created under the Trust Agreement to fail to qualify as a REMIC or result in the imposition of any tax under Section 860F(a) or Section 860G of the Code. In addition, the Master Servicer may solicit mortgagors to change any other terms of the related Mortgage Loans at any time if the changes (i) do not materially and adversely affect the interests of the Noteholders, the Transferor, or the Credit Enhancer (ii) are consistent with prudent and customary business practice as evidenced by a certificate signed by a Servicing Officer delivered to the Indenture Trustee and the Credit Enhancer and (iii) the Master Servicer has received an Opinion of Counsel to the effect that such action will not cause any REMIC created under the Trust Agreement to fail to qualify as a REMIC or result in the imposition of any tax under Section 860F(a) or Section 860G of the Code.. Nothing in this Agreement shall limit the right of the Master Servicer to solicit mortgagors with respect to new loans (including mortgage loans) that are not Mortgage Loans. The Master Servicer may register any Mortgage Loan on the MERS(R) System, or cause the removal from registration of any Mortgage Loan on the MERS(R) System, and execute and deliver, on behalf of the Owner Trustee, any instruments of assignment and other comparable instruments with respect to the assignment or re-recording of a mortgage in the name of MERS, solely as nominee for the Owner Trustee and its successors and assigns. For so long as any Mortgage Loan is registered on the MERS(R) System, the Master Servicer shall maintain in good standing its membership in MERS and shall comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS. If any Mortgage Loans are registered on the MERS(R) System, the Master Servicer may cause MERS to execute and deliver an assignment of mortgage in recordable form to transfer any of the Mortgage Loans registered on the MERS(R) System from MERS to the Owner Trustee. The Master Servicer shall promptly notify MERS of any transfer of beneficial ownership or release of any Security Interest in any MOM Loan. The relationship of the Master Servicer to the Trust and the Indenture Trustee under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner, or agent of the Trust or the Indenture Trustee.

The Master Servicer. (a) The Master Servicer shall service and administer the Mortgage Loans in a manner consistent with the terms of this Agreement and with general industry practice and shall have full power and authority, acting alone or through a subservicer, (i) to execute do any and deliverall things in connection with such servicing and administration which it may deem necessary or desirable, on behalf of it being understood, however, that the Noteholders, the Trust, and the Indenture Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds and other Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan. The Master Servicer shall at all times remain responsible to the parties to this Agreement and Trustee, the Certificateholders[and the Credit Enhancer Enhancer] for the performance of its duties and obligations under this Agreementhereunder in accordance with the terms hereof. Any amounts received by any subservicer on in respect of a Mortgage Loan shall be considered deemed to have been received by the Master Servicer whether or not actually received by it. Without limiting the generality of the foregoing, the Master Servicer may shall continue, and is hereby authorized and empowered by the Trustee, to execute and deliver, on behalf of itself, the Noteholders, Certificateholders and the Indenture Trustee, or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, discharge and all other comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Properties. The Trustee shall, in each case to upon the extent not inconsistent with this Agreement. At the written request of a Servicing Officer, the Indenture Trustee shall furnish the Master Servicer with any powers of attorney and other documents necessary or appropriate to enable the Master Servicer to carry out its servicing and administrative duties under this Agreementhereunder. The Master Servicer in this such capacity may also consent to the placing of a lien senior to that of any mortgage Mortgage on the related Mortgaged Property, if provided that (i) the new senior lien secures a mortgage loan that refinances an existing first mortgage loan and and (ii) either (a) the Loan-to-Value Ratio of the new mortgage loan (without taking into account any closing costs that may be financed by the such new mortgage loan) is equal to or less than the Loan-to-Value Ratio of the first mortgage loan to be replaced (for purposes of calculating the Loan-to-Value Ratio, the Valuation of the Mortgaged Property will be measured by the lesser of either (A) the Valuation of the Mortgaged Property as of the Cut-off Date and or the relevant Subsequent Cut-off Date, as applicable, or (B) the Valuation of the Mortgaged Property as of the date of the refinancing referenced in clause (i); provided, however, that the aggregate Asset Balance of such Mortgage Loans with respect to which the senior lien may be modified in accordance with clause (ii)(A) or (b) the Combined Loan-to-Value Ratio shall not exceed [__]% of the new mortgage loan related Original Invested Amount and clause (without taking into account any closing costs that may be financed by the new mortgage loanii)(B) and the existing Mortgage Loan is equal to less than 70shall not exceed [__]% (for purposes of calculating the Combined Loan-to-Value Ratio, the Valuation of the Mortgaged Property will be measured as related Original Invested Amount; and provided, further, that the lesser of (A) the Valuation of the Mortgage Loan as of the Cut-off Date and (B) the Valuation of the Mortgage Loan as of the date of the refinancing referenced in clause (i)). The aggregate Asset Balance of all the such Mortgage Loans with respect to which the senior lien may be so modified may shall not exceed 50[__]% of the related Original Note Principal BalanceInvested Amount (such [__]% herein referred to as the "Increased Senior Lien Limitation"). The Master Servicer may also, without prior approval from the Rating Agencies or Agencies[or the Credit Enhancer], increase the Credit Limits on Mortgage Loans if provided that (i) new appraisals are obtained and the weighted average Combined Loan-to-Value Ratios of the Mortgage Loans after giving effect to the such increase are less than or equal to the weighted average Combined Loan-to-Value Ratios of the Mortgage Loans as of the Cut-off Date and and (ii) the such increases are consistent with the Master Servicer's underwriting policies. In addition, the Master Servicer may increase the Credit Limits on the Mortgage Loans having aggregate Asset Balances of up to an additional 5.0[___]% of the Original Note Principal BalanceInvested Amount, ifprovided that (x) the increase in the Credit Limit of a Mortgage Loan does not cause the Combined Loan-to-Value Ratio of such Mortgage Loan to exceed 100%, (y) the increase in the Credit Limit of a Mortgage Loan does not cause the Combined Loan-to-Value Ratio of such Mortgage Loan to increase by more than [__]% (for example, a Combined Loan-to-Value Ratio of [__]% can be increased to [__]%, a Combined Loan-to-Value Ratio of [__]% can be increased to [__]%, and so forth) and (z) the increase is consistent with the Master Servicer's underwriting policies. Furthermore, the Master Servicer, without prior approval from the Rating Agencies[or the Credit Enhancer], may solicit Mortgagors for a reduction in Loan Rates; provided that the Master Servicer can only reduce such Loan Rates on up to [__]% of the Mortgage Loans by Original Invested Amount. Any such solicitations shall not result in a reduction in the weighted average Gross Margin of the Mortgage Loans by more than [__] basis points taking into account any such prior reductions. In addition, the Master Servicer may agree to changes in the terms of a Mortgage Loan at the request of the Mortgagor provided that such changes (i) do not materially and adversely affect the interests of related Certificateholders[or the Credit Enhancer] and (ii) are consistent with prudent and customary business practice as evidenced by a certificate signed by a Servicing Officer delivered to the Trustee[and the Credit Enhancer]. In addition to the foregoing, the Master Servicer may solicit Mortgagors to change any other terms of the related Mortgage Loans, provided that such changes (i) do not materially and adversely affect the interests of the related Certificateholders[or the Credit Enhancer] and (ii) are consistent with prudent and customary business practice as evidenced by a certificate signed by a Servicing Officer delivered to the Trustee[and the Credit Enhancer]. Nothing herein shall limit the right of the Master Servicer to solicit Mortgagors with respect to new loans (including mortgage loans) that are not Mortgage Loans. [The Master Servicer may also register any Mortgage Loan on the MERS(R) System, or cause the removal from registration of any Mortgage Loan on the MERS(R) System, and execute and deliver, on behalf of the Trustee and the Certificateholders, any instruments of assignment and other comparable instruments with respect to the assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Trustee and its successors and assigns.] [For so long as any Mortgage Loan is registered on the MERS(R) System, the Master Servicer shall maintain in good standing its membership in MERS and shall comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS. If any Mortgage Loans are registered on the MERS(R) System, the Master Servicer may cause MERS to execute and deliver an assignment of mortgage in recordable form to transfer any of the Mortgage Loans registered on the MERS(R) System from MERS to the Trustee. The Master Servicer shall promptly notify MERS of any transfer of beneficial ownership or release of any security interest in any MOM Loan.] The relationship of the Master Servicer (and of any successor to the Master Servicer as Master Servicer under this Agreement) to the Trustee under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent. (b) In the event that the rights, duties and obligations of the Master Servicer are terminated hereunder, any successor to the Master Servicer in its sole discretion may, to the extent permitted by applicable law, terminate the existing subservicer arrangements with any subservicer or assume the terminated Master Servicer's rights under such subservicing arrangements which termination or assumption will not violate the terms of such arrangements.

The Master Servicer. (a) The Master Servicer Servicer, as independent contract Master Servicer, shall service and administer the Mortgage Loans in a manner consistent with the terms of this Agreement and with general industry practice and shall have full power and authority, acting alone alone, to do any and all things in connection with such servicing and administration which the Master Servicer may deem necessary or through a subservicer, desirable and consistent with the terms of this Agreement. The Master Servicer may enter into subservicing agreements for any servicing and administration of Mortgage Loans with any institution which (i) is in compliance with the laws of each state necessary to execute enable it to perform its obligations under such subservicing agreement and deliver, on behalf of the Noteholders, the Trust, and the Indenture Trustee, customary consents or waivers and other instruments and documents, (ii) is an affiliate of the Master Servicer. (b) Notwithstanding any subservicing agreement or any of the provisions of this Agreement relating to consent agreements or arrangements between the Master Servicer and a subservicer or reference to transfers of any Mortgaged Property actions taken through a subservicer or otherwise, the Master Servicer shall remain obligated and assumptions primarily liable for the servicing and administering of the Mortgage Notes Loans in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such subservicing agreements or arrangements or by virtue of indemnification from the subservicer and related Mortgages (but only in to the manner provided in same extent and under the same terms and conditions as if the Master Servicer alone were servicing and administering the Mortgage Loans. For purposes of this Agreement), (iii) the Master Servicer shall be deemed to collect any Insurance Proceeds and other Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion of have received payments on Mortgage Loans when the ownership of the Mortgaged Property securing any Mortgage Loansubservicer has received such payments. The Master Servicer shall remain responsible be entitled to enter into any agreement with a subservicer for indemnification of the Master Servicer by such subservicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. (c) Any subservicing agreement that may be entered into and any transactions or services relating to the Mortgage Loans involving a subservicer in its capacity as such and not as an originator shall be deemed to be between the subservicer and the Master Servicer alone, and the Trust Administrator, the Trustee and Certificateholders shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the subservicer except as set forth in Section 3.01(e). The Master Servicer shall be solely liable for all fees owed by it to any subservicer irrespective of whether the Master Servicer's compensation pursuant to this Agreement and is sufficient to pay such fees. (d) In the Credit Enhancer for its obligations under this Agreement. Any amounts received by any subservicer on a Mortgage Loan shall be considered to have been received by event the Master Servicer whether shall for any reason no longer be the Master Servicer (including by reason of an Event of Default), the Trust Administrator or its designee shall thereupon assume all of the rights and obligations of the Master Servicer under each subservicing agreement that the Master Servicer may have entered into, unless the Trust Administrator or designee elects to terminate any subservicing agreement. Any fee payable in connection with such a termination will be payable by the outgoing Master Servicer. If the Trust Administrator does not actually received terminate a subservicing agreement, the Trust Administrator, its designee or the successor Master Servicer for the Trust Administrator shall be deemed to have assumed all of the Master Servicer's interest therein and to have replaced the Master Servicer as a party to each subservicing agreement to the same extent as if the subservicing agreements had been assigned to the assuming party, except that the Master Servicer shall not thereby be relieved of any liability or obligations under the subservicing agreements with regard to events that occurred prior to the date the Master Servicer ceased to be the Master Servicer hereunder. The Master Servicer, at its expense and without right of reimbursement therefor, shall, upon the request of the Trust Administrator, deliver to the assuming party all documents and records and afford the assuming party reasonable access (to the extent practicable) to the computer systems, electronic files and personnel as they relate to each subservicing agreement and the Mortgage Loans then being serviced and an accounting of amounts collected and held by itit and otherwise use its best efforts to effect the orderly and efficient transfer of the subservicing agreements to the assuming party. (e) Consistent with the terms of this Agreement, the Master Servicer may waive, modify or vary any term of any Mortgage Loan or consent to the postponement of strict compliance with any such term or in any manner grant indulgence to any Mortgagor if in the Master Servicer's good faith determination such waiver, modification, postponement or indulgence is not materially adverse to the interests of the Certificateholders, provided, however, that the Master Servicer shall not make or permit any modification, waiver, or amendment of any Mortgage Loan which would cause the REMIC created hereunder to fail to qualify as a REMIC or result in the imposition of any tax under Section 860F(a) or Section 860G(d) of the Code. Without limiting the generality of the foregoing, the Master Servicer may shall continue, and is hereby authorized and empowered to execute and deliver, deliver on behalf of itselfthe Trustee and each Certificateholder, the Noteholders, and the Indenture Trustee, or any of them, any all instruments of satisfaction or cancellation, or of partial or full release or dischargerelease, discharge and all other comparable instruments, instruments with respect to the Mortgage Loans and with respect to the Mortgaged Properties, in each case to . If reasonably required by the extent not inconsistent with this Agreement. At the request of a Servicing OfficerMaster Servicer, the Indenture Trustee and the Trust Administrator shall furnish the Master Servicer with any limited powers of attorney and other documents necessary or appropriate to enable the Master Servicer to carry out its servicing and administrative duties under this Agreement. The Master Servicer in this capacity may also consent Notwithstanding anything to the placing of a lien senior to that of any mortgage on contrary contained herein, the related Mortgaged PropertyMaster Servicer, if (i) in servicing and administering the new senior lien secures a mortgage loan that refinances an existing first mortgage loan and (ii) either (a) the Loan-to-Value Ratio of the new mortgage loan (without taking into account any closing costs that may be financed by the new mortgage loan) is equal to Mortgage Loans, shall employ or less than the Loan-to-Value Ratio of the first mortgage loan cause to be replaced employed procedures (for purposes of calculating the Loan-to-Value Ratioincluding collection, the Valuation of the Mortgaged foreclosure and REO Property will be measured by the lesser of (A) the Valuation of the Mortgaged Property as of the Cut-off Date and (B) the Valuation of the Mortgaged Property as of the date of the refinancing referenced in clause (i)) or (b) the Combined Loan-to-Value Ratio of the new mortgage loan (without taking into account any closing costs that may be financed by the new mortgage loanmanagement procedures) and exercise the existing Mortgage Loan is equal same care that it customarily employs and exercises in servicing and administering mortgage loans for its own account, in accordance with accepted mortgage servicing practices of prudent lending institutions servicing mortgage loans similar to less than 70% (for purposes of calculating the Combined Loan-to-Value Ratio, the Valuation of the Mortgaged Property will be measured as the lesser of (A) the Valuation of the Mortgage Loan as of the Cut-off Date and (B) the Valuation of the Mortgage Loan as of the date of the refinancing referenced in clause (i)). The aggregate Asset Balance of all the Mortgage Loans with respect to which the senior lien may be so modified may not exceed 50% of the Original Note Principal Balance. The Master Servicer may also, without approval from the Rating Agencies or the Credit Enhancer, increase the Credit Limits on Mortgage Loans if (i) new appraisals are obtained and the weighted average Combined Loan-to-Value Ratios of the Mortgage Loans after giving effect due consideration to the increase are less than or equal to the weighted average Combined Loan-to-Value Ratios of the Mortgage Loans as of the Cut-off Date and (ii) the increases are consistent with Certificateholders' reliance on the Master Servicer's underwriting policies. In addition. (f) On and after such time as the Trust Administrator receives the written resignation of, or notice of the removal of, the Master Servicer may increase from its rights and obligations under this Agreement, and with respect to resignation pursuant to Section 6.04, after receipt by the Credit Limits on Mortgage Loans having aggregate Asset Balances of up to an additional 5.0% Trust Administrator of the Original Note Principal BalanceOpinion of Counsel required pursuant to Section 6.04, ifthe Trust Administrator or its designee shall assume all of the rights and obligations of the Master Servicer, subject to Section 7.

The Master Servicer. (a) The Master Servicer shall service and administer the Mortgage Loans in a manner consistent with the terms of this Agreement and with general industry practice and shall have full power and authority, acting alone or through a subservicer, (i) ● to execute and deliver, on behalf of the NoteholdersSecured Parties, the Trust, and the Indenture Trustee, customary consents or waivers and other instruments and documents, (ii) ● to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) ● to collect any Insurance Proceeds Proceeds, Charged-off Mortgage Loan Proceeds, and other Liquidation Proceeds, and (iv) ● to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan. The Master Servicer shall remain responsible to the parties to this Agreement and the Credit Enhancer for its obligations under this Agreement. Any amounts received by any subservicer on a Mortgage Loan shall be considered to have been received by the Master Servicer whether or not actually received by it. Without limiting the generality of the foregoing, the Master Servicer may execute and deliver, on behalf of itself, the Noteholders, and the Indenture Trustee, or any of them, any instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Properties, in each case to the extent not inconsistent with this Agreement. Notwithstanding anything herein to the contrary, the Master Servicer shall not make or permit any modification, waiver, or amendment of any term of any Mortgage Loan that would cause any REMIC created under the Trust Agreement to fail to qualify as a REMIC or result in the imposition of any tax under Section 860F(a) or Section 860G of the Code. At the request of a Servicing Officer, the Indenture Trustee shall furnish the Master Servicer with any powers of attorney and other documents appropriate to enable the Master Servicer to carry out its servicing and administrative duties under this Agreement. . (b) The Master Servicer in this capacity may also consent to the placing of a lien senior to that of any mortgage on the related Mortgaged Property, if (i1) the new senior lien secures a mortgage loan that refinances an existing first mortgage loan loan; and (ii2) either (aA) the Loan-to-Value Ratio of the new senior mortgage loan (without taking into account any closing costs that may be financed by the new mortgage loan) is equal to or less than the Loan-to-Value Ratio of the first mortgage loan to be replaced (for purposes of calculating the Loan-to-Value Ratio, the Valuation of the Mortgaged Property will be measured by the lesser of (A) the Valuation of the Mortgaged Property as of the Cut-off Date and (B) the Valuation of the Mortgaged Property as of the date of the refinancing referenced in clause (i1)) or (bB) the Combined Loan-to-Value Ratio of the new mortgage loan (without taking into account any closing costs that may be financed by the new mortgage loan) and the existing Mortgage Loan is equal to less than 70% (for purposes of calculating the Combined Loan-to-Value Ratio, the Valuation of the Mortgaged Property will be measured as the lesser of (A) the Valuation of the Mortgage Loan as of the Cut-off Date and (B) the Valuation of the Mortgage Loan as of the date of the refinancing referenced in clause (i1)). The aggregate Asset Balance of all the Mortgage Loans with respect to which the senior lien may be so modified may not exceed 50% of the Original Note Principal Balance. . (c) The Master Servicer may also, without approval from the Rating Agencies or the Credit EnhancerAgencies, increase the Credit Limits Limit on any Mortgage Loans Loan at any time if (i1) a new appraisals are appraisal is obtained and the weighted average Combined Loan-to-Value Ratios Ratio of the Mortgage Loans Loan after giving effect to the increase are is less than or equal to the weighted average Combined Loan-to-Value Ratios Ratio of the Mortgage Loans Loan as of the Cut-off Date andDate, (ii2) the increases are consistent with the Master Servicer's ’s underwriting policies. , and (3) either: (A) the Credit Line Agreement allows the mortgagee to unilaterally increase the Credit Limit; (B) the Credit Limit increase is made within 90 days of the Cut-off Date; or (C) the Sponsor purchases the Mortgage Loan from the Trust in the manner described below for rate reduction loans. (d) In addition, the Master Servicer may increase the Credit Limits on Mortgage Loans having aggregate Asset Balances of up to an additional 5.0% of the Original Note Principal BalanceBalance at any time, if (1) the increase does not cause the Combined Loan-to-Value Ratio of the Mortgage Loans to exceed 100% or the Loan-to-Value of the particular mortgage loan to exceed 100%, (2) the increase in the Credit Limit of a Mortgage Loan does not cause the Combined Loan-to-Value Ratio of the Mortgage Loan to exceed 100%, (3) the increase in the Credit Limit of a Mortgage Loan does not cause the Combined Loan-to-Value Ratio of the Mortgage Loan to increase by more than 25% (for example, a Combined Loan-to-Value Ratio of 50% can be increased to 75%, a Combined Loan-to-Value Ratio of 60% can be increased to 85%, and so forth), (4) the increase is consistent with the Master Servicer’s underwriting policies, and (5) either: (A) the Credit Line Agreement allows the mortgagee to unilaterally increase the Credit Limit; (B) the Credit Limit increase is made within 90 days of the Cut-off Date, or (C) the Sponsor purchases the Mortgage Loan from the Trust in the manner described below for rate reduction loans. (e) Furthermore, the Sponsor, without prior approval from the Rating Agencies, may solicit mortgagors for a reduction in Loan Rates. The Loan Rates of Mortgage Loans having Asset Balances at the time of the proposed modification that aggregate over time not more than 5.0% of the related Original Note Principal Balance may be subject to reduction. If a mortgagor notifies the Sponsor or the Master Servicer that it wants a reduction in Loan Rate, the Sponsor shall purchase the Mortgage Loan from the Trust as described below. Effective immediately on the same Business Day on which the Sponsor delivers the Purchase Price for the relevant Mortgage Loan to the Master Servicer, all interest of the Trust in the relevant Mortgage Loan shall automatically be transferred and assigned to the Sponsor and all benefits and burdens of ownership of the relevant Mortgage Loan, including the right to accrued interest on it from the date of purchase and the risk of default on the Mortgage Loan, shall pass to the Sponsor. The Master Servicer shall promptly deliver to the Indenture Trustee a certification signed by a Servicing Officer to the effect that all of the requirements for a purchase of a Mortgage Loan in connection with a request by a mortgagor for a reduction in Loan Rate have been satisfied with respect to the relevant Mortgage Loan. The Sponsor shall deliver the Purchase Price for the relevant Mortgage Loan to the Master Servicer promptly after a mortgagor notifies the Sponsor or the Master Servicer that it wants a reduction in Loan Rate, and the Master Servicer shall deposit the Purchase Price for the modified Mortgage Loan in the Collection Account pursuant to Section 3.02 within one Business Day after its receipt of the Purchase Price for the modified Mortgage Loan. Upon receipt by the Indenture Trustee of written notification of the deposit signed by a Servicing Officer, the Indenture Trustee shall release to the Sponsor the related Mortgage File and shall execute and deliver any instruments of transfer or assignment delivered to it for execution and reasonably acceptable to it, in each case without recourse, representation, or warranty, necessary to release the Mortgage Loan from the lien of the Indenture and vest in the Sponsor the Mortgage Loan previously transferred and assigned pursuant to this provision. The certification and written notification of the deposit each from a Servicing Officer may be delivered to the Indenture Trustee electronically, and to the extent the transmission originates on its face from a Servicing Officer, need not be manually signed. (f) In addition, the Master Servicer may agree to changes in the terms of a Mortgage Loan (other than changes referred to above in this Section) at the request of the mortgagor at any time if the changes ● do not materially and adversely affect the interests of the Secured Parties or the Holders of the Class C Certificates, ● are consistent with prudent and customary business practice as evidenced by a certificate signed by a Servicing Officer delivered to the Indenture Trustee, ● do not extend the maturity date of the Mortgage Loan beyond the final maturity date of the Notes of the related Class, and ● the Master Servicer has received an Opinion of Counsel to the effect that such action will not cause any REMIC created under the Trust Agreement to fail to qualify as a REMIC or result in the imposition of any tax under Section 860F(a) or Section 860G of the Code. (g) In addition, the Master Servicer may solicit mortgagors to change any other terms of the related Mortgage Loans at any time if the changes (i) do not materially and adversely affect the interests of the Noteholders or the Transferor (ii) are consistent with prudent and customary business practice as evidenced by a certificate signed by a Servicing Officer delivered to the Indenture Trustee, and (iii) the Master Servicer has received an Opinion of Counsel to the effect that such action will not cause any REMIC created under the Trust Agreement to fail to qualify as a REMIC or result in the imposition of any tax under Section 860F(a) or Section 860G of the Code. Nothing in this Agreement shall limit the right of the Master Servicer to solicit mortgagors with respect to new loans (including mortgage loans) that are not Mortgage Loans. (h) The Master Servicer may register any Mortgage Loan on the MERS® System, or cause the removal from registration of any Mortgage Loan on the MERS® System, and execute and deliver, on behalf of the Owner Trustee, any instruments of assignment and other comparable instruments with respect to the assignment or re-recording of a mortgage in the name of MERS, solely as nominee for the Owner Trustee and its successors and assigns. For so long as any Mortgage Loan is registered on the MERS® System, the Master Servicer shall maintain in good standing its membership in MERS and shall comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS. If any Mortgage Loans are registered on the MERS® System, the Master Servicer may cause MERS to execute and deliver an assignment of mortgage in recordable form to transfer any of the Mortgage Loans registered on the MERS® System from MERS to the Owner Trustee. The Master Servicer shall promptly notify MERS of any transfer of beneficial ownership or release of any Security Interest in any MOM Loan. The relationship of the Master Servicer to the Trust and the Indenture Trustee under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner, or agent of the Trust or the Indenture Trustee. (i) If the rights and obligations of the Master Servicer are terminated under this Agreement, any successor to the Master Servicer in its sole discretion may terminate the existing subservicer arrangements with any subservicer or assume the terminated Master Servicer’s rights under those subservicing arrangements to the extent permitted by applicable law and the subservicing agreements. (j) The Sponsor agrees to indemnify the Trust against any liability for any prohibited transaction taxes and any related interest, additions, and penalties imposed on the Trust as a result of any modification of a Mortgage Loan effected pursuant to this Section, the holding of any Mortgage Loan modified pursuant to this Section by the Trust, any purchase of a modified Mortgage Loan by the Sponsor pursuant to this Section, or the removal of any Mortgage Loan pursuant to Section 2.06 (but such obligation shall not prevent the Sponsor or any other appropriate person from in good faith contesting any such tax in appropriate proceedings and shall not prevent the Sponsor from withholding payment of the tax, if permitted by law, pending the outcome of the proceedings). The Sponsor shall have no right of reimbursement for any amount paid pursuant to the foregoing indemnification, except to the extent that the amount of any tax, interest, and penalties, together with interest thereon, is refunded to the Trust or the Sponsor.

The Master Servicer. (a) The Master Servicer shall service and administer the Mortgage Loans in a manner consistent with the terms of this Agreement and with general industry practice and shall have full power and authority, acting alone or through a subservicer, (i) to execute do any and deliverall things in connection with such servicing and administration which it may deem necessary or desirable, on behalf of it being understood, however, that the Noteholders, the Trust, and the Indenture Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds and other Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan. The Master Servicer shall at all times remain responsible to the parties to this Agreement Trustee, the Certificateholders and the Credit Enhancer for the performance of its duties and obligations under this Agreementhereunder in accordance with the terms hereof. Any amounts received by any subservicer on in respect of a Mortgage Loan shall be considered deemed to have been received by the Master Servicer whether or not actually received by it. Without limiting the generality of the foregoing, the Master Servicer may shall continue, and is hereby authorized and empowered by the Trustee, to execute and deliver, on behalf of itself, the Noteholders, Certificateholders and the Indenture Trustee, or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, discharge and all other comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Properties. The Trustee shall, in each case to upon the extent not inconsistent with this Agreement. At the written request of a Servicing Officer, the Indenture Trustee shall furnish the Master Servicer with any powers of attorney and other documents necessary or appropriate to enable the Master Servicer to carry out its servicing and administrative duties under this Agreementhereunder. The Master Servicer in this such capacity may also consent to the placing of a lien senior to that of any mortgage Mortgage on the related Mortgaged Property, if provided that (i) the new senior lien secures a mortgage loan that refinances an existing first mortgage loan and and (ii) either (a) the Loan-to-Value Ratio of the new mortgage loan (without taking into account any closing costs that may be financed by the such new mortgage loan) is equal to or less than the Loan-to-Value Ratio of the first mortgage loan to be replaced (for purposes of calculating the Loan-to-Value Ratio, the Valuation of the Mortgaged Property will be measured by the lesser of either (A) the Valuation of the Mortgaged Property as of the Cut-off Date and or (B) the Valuation of the Mortgaged Property as of the date of the refinancing referenced in clause (i)) or (b) ; provided, however, that the Combined Loan-to-Value Ratio aggregate Asset Balance of such Mortgage Loans with respect to which the new mortgage loan (without taking into account any closing costs that senior lien may be financed by the new mortgage loanmodified in accordance with clause (ii)(A) and the existing Mortgage Loan is equal to less than 70shall not exceed 10% (for purposes of calculating the Combined Loan-to-Value Ratio, the Valuation of the Mortgaged Property will be measured as the lesser of (A) the Valuation of the Mortgage Loan as of the Cut-off Date Pool Balance and clause (Bii)(B) the Valuation shall not exceed 40% of the Mortgage Loan as of Cut-off Date Pool Balance; and provided, further, that the date of the refinancing referenced in clause (i)). The aggregate Asset Balance of all the such Mortgage Loans with respect to which the senior lien may be so modified may shall not exceed 50% of the Original Note Principal BalanceCut-off Date Pool Balance (such 50% herein referred to as the "Increased Senior Lien Limitation"). The Master Servicer may also, without prior approval from the Rating Agencies or the Credit Enhancer, increase the Credit Limits on Mortgage Loans if provided that (i) new appraisals are obtained and the weighted average Combined Loan-to-Value Ratios of the Mortgage Loans after giving effect to the such increase are less than or equal to the weighted average Combined Loan-to-Value Ratios of the Mortgage Loans as of the Cut-off Date and and (ii) the such increases are consistent with the Master Servicer's underwriting policies. In addition, the Master Servicer may (i) increase the Credit Limits on Mortgage Loans having aggregate Asset Balances of up to an additional 5.02.5% of the Original Note Principal Cut-off Date Pool Balance, ifprovided that (x) the increase in the Credit Limit of a Mortgage Loan does not cause the Combined Loan-to-Value Ratio of such Mortgage Loan to exceed 90%, (y) the increase in the Credit Limit of a Mortgage Loan does not cause the Combined Loan-to-Value Ratio of such Mortgage Loan to increase by more than 25% (for example, a Combined Loan-to-Value Ratio of 50% can be increased to 75%, a Combined Loan-to-Value Ratio of 60% can be increased to 85%, and so forth) and (z) the increase is consistent with the Master Servicer's underwriting policies and (ii) increase the Credit Limits on the Mortgage Loans having aggregate Asset Balances of up to an additional 2.5% of the Cut-off Date Pool Balance, provided that (x) the increase in the Credit Limit of a Mortgage Loan does not cause the Combined Loan-to-Value Ratio of such Mortgage Loan to exceed 100%, (y) the increase in the Credit Limit of a Mortgage Loan does not cause the Combined Loan-to-Value Ratio of such Mortgage Loan to increase by more than 25% (for example, a Combined Loan-to-Value Ratio of 50% can be increased to 75%, a Combined Loan-to-Value Ratio of 60% can be increased to 85%, and so forth) and (z) the increase is consistent with the Master Servicer's underwriting policies. Furthermore, the Master Servicer may, without prior approval from the Rating Agencies and the Credit Enhancer solicit Mortgagors for a reduction in Loan Rates; provided that the Master Servicer can only reduce such Loan Rates on up to 10% of the Mortgage Loans by Cut-off Date Pool Balance. Any such solicitations shall not result in a reduction in the weighted average Gross Margin of the Mortgage Loans in the pool by more than 25 basis points taking into account any such prior reductions. In addition, the Master Servicer may agree to changes in the terms of a Mortgage Loan at the request of the Mortgagor provided that such changes (i) do not materially and adversely affect the interests of Certificateholders or the Credit Enhancer and (ii) are consistent with prudent and customary business practice as evidenced by a certificate signed by a Servicing Officer delivered to the Trustee and the Credit Enhancer. In addition to the foregoing, the Master Servicer may solicit Mortgagors to change any other terms of the related Mortgage Loans, provided that such changes (i) do not materially and adversely affect the interest of Certificateholders or the Credit Enhancer and (ii) are consistent with prudent and customary business practice as evidenced by a certificate signed by a Servicing Officer delivered to the Trustee and the Credit Enhancer. Nothing herein shall limit the right of the Master Servicer to solicit Mortgagors with respect to new loans (including mortgage loans) that are not Mortgage Loans. The relationship of the Master Servicer (and of any successor to the Master Servicer as master servicer under this Agreement) to the Trustee under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent. (b) In the event that the rights, duties and obligations of the Master Servicer are terminated hereunder, any successor to the Master Servicer in its sole discretion may, to the extent permitted by applicable law, terminate the existing subservicer arrangements with any subservicer or assume the terminated Master Servicer's rights under such subservicing arrangements which termination or assumption will not violate the terms of such arrangements.

The Master Servicer. The Master Servicer shall service and administer the Mortgage Loans in a manner consistent with the terms of this Agreement and with general industry practice and shall have full power and authority, acting alone or through a subservicer, (i) to execute and deliver, on behalf of the Noteholders, the Trust, and the Indenture Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds and other Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan. The Master Servicer shall remain responsible to the parties to this Agreement and the Credit Enhancer for its obligations under this Agreement. Any amounts received by any subservicer on a Mortgage Loan shall be considered to have been received by the Master Servicer whether or not actually received by it. Without limiting the generality of the foregoing, the Master Servicer may execute and deliver, on behalf of itself, the Noteholders, and the Indenture Trustee, or any of them, any instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Properties, in each case to the extent not inconsistent with this Agreement. At the request of a Servicing Officer, the Indenture Trustee shall furnish the Master Servicer with any powers of attorney and other documents appropriate to enable the Master Servicer to carry out its servicing and administrative duties under this Agreement. The Master Servicer in this capacity may also consent to the placing of a lien senior to that of any mortgage on the related Mortgaged Property, if (i) the new senior lien secures a mortgage loan that refinances an existing first mortgage loan and (ii) either (a) the Loan-to-Value Ratio of the new mortgage loan (without taking into account any closing costs that may be financed by the new mortgage loan) is equal to or less than the Loan-to-Value Ratio of the first mortgage loan to be replaced (for purposes of calculating the Loan-to-Value Ratio, the Valuation of the Mortgaged Property will be measured by the lesser of either (A) the Valuation of the Mortgaged Property as of the Cut-off Date and or (B) the Valuation of the Mortgaged Property as of the date of the refinancing referenced in clause (i)) or (b) the Combined Loan-to-Value Ratio of the new mortgage loan (without taking into account any closing costs that may be financed by the new mortgage loan) and the existing Mortgage Loan is equal to less than 70% (for purposes of calculating the Combined Loan-to-Value Ratio, the Valuation of the Mortgaged Property will be measured as the lesser of (A) the Valuation . The aggregate Asset Balance of the Mortgage Loan as Loans with respect to which the senior lien may be modified in accordance with clause (ii)(A) may not exceed 10% of the Cut-off Date Original Note Principal Balance and clause (Bii)(B) the Valuation may not exceed 40% of the Mortgage Loan as of the date of the refinancing referenced in clause (i))Original Note Principal Balance. The aggregate Asset Balance of all the Mortgage Loans with respect to which the senior lien may be so modified may not exceed 50% of the Original Note Principal BalanceBalance (this 50% referred to as the "Increased Senior Lien Limitation"). The Master Servicer may also, without approval from the Rating Agencies or the Credit Enhancer, increase the Credit Limits on Mortgage Loans if if (i) new appraisals are obtained and the weighted average Combined Loan-to-Value Ratios of the Mortgage Loans after giving effect to the increase are less than or equal to the weighted average Combined Loan-to-Value Ratios of the Mortgage Loans as of the Cut-off Date and and (ii) the increases are consistent with the Master Servicer's underwriting policies. In addition, the Master Servicer may increase the Credit Limits on the Mortgage Loans having aggregate Asset Balances of up to an additional 5.02.5% of the Original Note Principal Balance, if

The Master Servicer. (a) The Master Servicer shall service and administer the Mortgage Revolving Credit Loans in a manner generally consistent with the terms of the Program Guide and in a manner consistent with the terms of this Servicing Agreement and with which shall be normal and usual in its general industry practice mortgage servicing activities and shall have full power and authority, acting alone or through a subservicer, (i) to do any and all things in connection with such servicing and administration which it may deem necessary or desirable, it being understood, however, that the Master Servicer shall at all times remain responsible to the 1996-HS3 LLC, the Indenture Trustee, as pledgee of the Class A Ownership Interest; and for the performance of its duties and obligations hereunder in accordance with the terms hereof and the Program Guide. Without limiting the generality of the foregoing, the Master Servicer shall continue, and is hereby authorized and empowered by the 1996-HS3 LLC and the Indenture Trustee, as pledgee of the Class A Ownership Interest, to execute and deliver, on behalf of the Noteholdersitself, the Trust1996- HS3 LLC, the Indenture Trustee or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments with respect to the Revolving Credit Loans and with respect to the Mortgaged Properties. The 1996- HS3 LLC, the Indenture Trustee and the Custodian, as applicable, shall furnish the Master Servicer with any powers of attorney and other documents necessary or appropriate to enable the Master Servicer to carry out its servicing and administrative duties hereunder. In addition, the Master Servicer may, at its own discretion and on behalf of the Indenture Trustee, customary consents obtain credit information in the form of a "credit score" from a credit repository. On the Closing Date, the Indenture Trustee shall deliver to the Master Servicer a limited power of attorney substantially in the form of Exhibit B hereto. If the Mortgage relating to a Revolving Credit Loan did not have a lien senior to the Revolving Credit Loan on the related Mortgaged Property as of the Cut-off Date, then the Master Servicer, in such capacity, may not consent to the placing of a lien senior to that of the Mortgage on the related Mortgaged Property. If the Mortgage relating to a Revolving Credit Loan had a lien senior to the Revolving Credit Loan on the related Mortgaged Property as of the Cut-off Date, then the Master Servicer, in such capacity, may consent to the refinancing of the prior senior lien; provided that (i) the resulting Combined Loan-to-Value Ratio of such Revolving Credit Loan is no higher than the greater of the Combined Loan-to-Value Ratio prior to such refinancing and 70% (or waivers and other instruments and documents80% for those borrowers with a FICO "credit score" of 700 or greater), (ii) the interest rate for the loan evidencing the refinanced senior lien is no higher than the interest rate on the loan evidencing the existing senior lien immediately prior to consent the date of such refinancing; provided however if the loan evidencing the existing senior lien prior to transfers the date of any Mortgaged Property refinancing is an adjustable rate and assumptions of the Mortgage Notes loan evidencing the refinanced senior lien is a fixed rate lien, then the loan evidencing the refinanced senior lien may be up to 2.0% higher than the loan evidencing the existing senior lien and related Mortgages (but only in the manner provided in this Agreement), (iii) the loan evidencing the refinanced senior lien is not subject to collect negative amortization. [NY01:227422.4] 16069-00369 10/28/96 5:11pm 6 In connection with servicing the Revolving Credit Loans, the Master Servicer may take reasonable actions to encourage or effect the termination of Loan Agreements that have become dormant. The relationship of the Master Servicer (and of any Insurance Proceeds and other Liquidation Proceeds, and (ivsuccessor to the Master Servicer as servicer under this Servicing Agreement) to effectuate foreclosure the 1996-HS3 LLC under this Servicing Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan. agent. (b) The Master Servicer shall remain responsible may enter into Subservicing Agreements with Subservicers for the servicing and administration of certain of the Revolving Credit Loans. References in this Servicing Agreement to actions taken or to be taken by the parties Master Servicer in servicing the Revolving Credit Loans include actions taken or to this Agreement be taken by a Subservicer on behalf of the Master Servicer and the Credit Enhancer for its obligations under this Agreement. Any amounts any amount received by any subservicer on such Subservicer in respect of a Mortgage Revolving Credit Loan shall be considered deemed to have been received by the Master Servicer whether or not actually received by it. Without limiting the generality of the foregoing, the Master Servicer may execute Servicer. Each Subservicing Agreement will be upon such terms and deliver, on behalf of itself, the Noteholders, and the Indenture Trustee, or any of them, any instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Properties, in each case to the extent conditions as are not inconsistent with this Agreement. At the request of a Servicing Officer, the Indenture Trustee shall furnish Agreement and as the Master Servicer with any powers and the Subservicer have agreed. With the approval of attorney and other documents appropriate to enable the Master Servicer to carry out Servicer, a Subservicer may delegate its servicing obligations to third-party servicers, but such Subservicers will remain obligated under the related Subservicing Agreements. The Master Servicer and administrative duties under the Subservicer may enter into amendments to the related Subservicing Agreements; provided, however, that any such amendments shall not cause the Revolving Credit Loans to be serviced in a manner that would be materially inconsistent with the standards set forth in this Servicing Agreement. The Master Servicer shall be entitled to terminate any Subservicing Agreement in accordance with the terms and conditions thereof and without any limitation by virtue of this capacity may also consent to Servicing Agreement; provided, however, that in the placing event of a lien senior to that termination of any mortgage on Subservicing Agreement by the Master Servicer or the Subservicer, the Master Servicer shall either act as servicer of the related Mortgaged Property, if (i) Revolving Credit Loan or enter into a Subservicing Agreement with a successor Subservicer which will be bound by the new senior lien secures a mortgage loan that refinances an existing first mortgage loan and (ii) either (a) the Loan-to-Value Ratio terms of the new mortgage loan (without taking into account any closing costs that may be financed by the new mortgage loan) is equal to or less than the Loan-to-Value Ratio of the first mortgage loan to be replaced (for purposes of calculating the Loan-to-Value Ratio, the Valuation of the Mortgaged Property will be measured by the lesser of (A) the Valuation of the Mortgaged Property as of the Cut-off Date and (B) the Valuation of the Mortgaged Property as of the date of the refinancing referenced in clause (i)) or (b) the Combined Loan-to-Value Ratio of the new mortgage loan (without taking into account any closing costs that may be financed by the new mortgage loan) and the existing Mortgage Loan is equal to less than 70% (for purposes of calculating the Combined Loan-to-Value Ratio, the Valuation of the Mortgaged Property will be measured as the lesser of (A) the Valuation of the Mortgage Loan as of the Cut-off Date and (B) the Valuation of the Mortgage Loan as of the date of the refinancing referenced in clause (i)). The aggregate Asset Balance of all the Mortgage Loans with respect to which the senior lien may be so modified may not exceed 50% of the Original Note Principal Balancerelated Subservicing Agreement. The Master Servicer may alsoshall be entitled to enter into any agreement with a Subservicer for indemnification of the Master Servicer and nothing contained in this Servicing Agreement shall be deemed to limit or modify such indemnification. In the event that the rights, duties and obligations of the Master Servicer are terminated hereunder, any successor to the Master Servicer in its sole discretion may, to the extent permitted by applicable law, terminate the existing Subservicing Agreement with any Subservicer in accordance with the terms of the applicable Subservicing Agreement or assume the terminated Master Servicer's rights and obligations under such subservicing arrangements which termination or assumption will not violate the terms of such arrangements. As part of its servicing activities hereunder, the Master Servicer, for the benefit of the 1996-HS3 LLC, shall use reasonable efforts to enforce the obligations of each Subservicer under the related Subservicing Agreement, to the extent that the non-performance of any such obligation would have a material adverse effect on a Revolving Credit Loan. Such enforcement, including, without approval from limitation, the Rating Agencies or legal prosecution of claims, termination of Subservicing Agreements and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer, in its good faith business judgment, [NY01:227422.4] 16069-00369 10/28/96 5:11pm 7 would require were it the owner of the related Revolving Credit EnhancerLoans. The Master Servicer shall pay the costs of such enforcement at its own expense, increase the Credit Limits on Mortgage Loans if and shall be reimbursed therefor only (i) new appraisals are obtained and from a general recovery resulting from such enforcement to the weighted average Combined Loan-to-Value Ratios extent, if any, that such recovery exceeds all amounts due in respect of the Mortgage Loans after giving effect to the increase are less than related Revolving Credit Loan or equal to the weighted average Combined Loan-to-Value Ratios of the Mortgage Loans as of the Cut-off Date and (ii) from a specific recovery of costs, expenses or attorneys fees against the increases are consistent with the Master Servicer's underwriting policies. In addition, the Master Servicer may increase the Credit Limits on Mortgage Loans having aggregate Asset Balances of up to an additional 5.0% of the Original Note Principal Balance, ifparty against whom such enforcement is directed.

The Master Servicer. (a) The Master Servicer shall service ------------------- and administer the Mortgage Loans in a manner consistent with the terms of this Agreement and with general industry practice and shall have full power and authority, acting alone or through a subservicer, (i) to execute do any and deliverall things in connection with such servicing and administration which it may deem necessary or desirable, on behalf of it being understood, however, that the Noteholders, the Trust, and the Indenture Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds and other Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan. The Master Servicer shall at all times remain responsible to the parties to this Agreement Trustee, the Certificateholders and the Credit Enhancer for the performance of its duties and obligations under this Agreementhereunder in accordance with the terms hereof. Any amounts received by any subservicer on in respect of a Mortgage Loan shall be considered deemed to have been received by the Master Servicer whether or not actually received by it. Without limiting the generality of the foregoing, the Master Servicer may shall continue, and is hereby authorized and empowered by the Trustee, to execute and deliver, on behalf of itself, the Noteholders, Certificateholders and the Indenture Trustee, or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, discharge and all other comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Properties. The Trustee shall, in each case to upon the extent not inconsistent with this Agreement. At the written request of a Servicing Officer, the Indenture Trustee shall furnish the Master Servicer with any powers of attorney and other documents necessary or appropriate to enable the Master Servicer to carry out its servicing and administrative duties under this Agreementhereunder. The Master Servicer in this such capacity may also consent to the placing of a lien senior to that of any mortgage Mortgage on the related Mortgaged Property, if provided that (i) the new senior lien secures a mortgage loan that refinances an existing first mortgage loan and and (ii) either (a) the Loan-to-Value Ratio of the new mortgage loan (without taking into account any closing costs that may be financed by the such new mortgage loan) is equal to or less than the Loan-to-Value Ratio of the first mortgage loan to be replaced (for purposes of calculating the Loan-to-Value Ratio, the Valuation of the Mortgaged Property will be measured by the lesser of either (A) the Valuation of the Mortgaged Property as of the Cut-off Date and or (B) the Valuation of the Mortgaged Property as of the date of the refinancing referenced in clause (i); provided, however, that the -------- ------- aggregate Asset Balance of such Mortgage Loans with respect to which the senior lien may be modified in accordance with clause (ii)(A) or (b) the Combined Loan-to-Value Ratio shall not exceed 10% of the new mortgage loan (without taking into account any closing costs that may be financed by the new mortgage loan) and the existing Mortgage Loan is equal to less than 70% (for purposes of calculating the Combined Loan-to-Value Ratio, the Valuation of the Mortgaged Property will be measured as the lesser of (A) the Valuation of the Mortgage Loan as of the related Cut-off Date Pool Balance and clause (Bii)(B) the Valuation shall not exceed 40% of the Mortgage Loan as of related Cut-off Date Pool Balance; and provided, further, -------- ------- that the date of the refinancing referenced in clause (i)). The aggregate Asset Balance of all the such Mortgage Loans with respect to which the senior lien may be so modified may shall not exceed 50% of the Original Note Principal Balancerelated Cut-off Date Pool Balance (such 50% herein referred to as the "Increased --------- Senior Lien Limitation"). ---------------------- The Master Servicer may also, without prior approval from the Rating Agencies or the Credit Enhancer, increase the Credit Limits on Mortgage Loans if provided that (i) new appraisals are obtained and the weighted average Combined Loan-to-Value Ratios of the Mortgage Loans after giving effect to the such increase are less than or equal to the weighted average Combined Loan-to-Value Ratios of the Mortgage Loans as of the Cut-off Date and and (ii) the such increases are consistent with the Master Servicer's underwriting policies. In addition, the Master Servicer may (i) increase the Credit Limits on Mortgage Loans having aggregate Asset Balances of up to an additional 5.02.5% of the Original Note Principal Cut-off Date Loan Group Balance, ifprovided that (x) the increase in the Credit Limit of a Mortgage Loan does not cause the Combined Loan-to-Value Ratio of such Mortgage Loan to exceed 90%, (y) the increase in the Credit Limit of a Mortgage Loan does not cause the Combined Loan-to-Value Ratio of such Mortgage Loan to increase by more than 25% (for example, a Combined Loan-to-Value Ratio of 50% can be increased to 75%, a Combined Loan-to-Value Ratio of 60% can be increased to 85%, and so forth) and (z) the increase is consistent with the Master Servicer's underwriting policies and (ii) increase the Credit Limits on the Mortgage Loans having aggregate Asset Balances of up to an additional 2.5% of the Cut-off Date Pool Balance, provided that (x) the increase in the Credit Limit of a Mortgage Loan does not cause the Combined Loan-to-Value Ratio of such Mortgage Loan to exceed 100%, (y) the increase in the Credit Limit of a Mortgage Loan does not cause the Combined Loan-to-Value Ratio of such Mortgage Loan to increase by more than 25% (for example, a Combined Loan-to-Value Ratio of 50% can be increased to 75%, a Combined Loan-to-Value Ratio of 60% can be increased to 85%, and so forth) and (z) the increase is consistent with the Master Servicer's underwriting policies. Furthermore, the Master Servicer may, without prior approval from the Rating Agencies and the Credit Enhancer solicit Mortgagors for a reduction in Loan Rates; provided that the Master Servicer can only reduce such Loan Rates -------- on up to 10% of the Mortgage Loans by Cut-off Date Pool Balance. Any such solicitations shall not result in a reduction in the weighted average Gross Margin of the Mortgage Loans by more than 25 basis points taking into account any such prior reductions. In addition, the Master Servicer may agree to changes in the terms of a Mortgage Loan at the request of the Mortgagor provided that such changes (i) -------- do not materially and adversely affect the interests of related Certificateholders or the Credit Enhancer and (ii) are consistent with prudent and customary business practice as evidenced by a certificate signed by a Servicing Officer delivered to the Trustee and the Credit Enhancer. In addition to the foregoing, the Master Servicer may solicit Mortgagors to change any other terms of the related Mortgage Loans, provided that such -------- changes (i) do not materially and adversely affect the interests of the related Certificateholders or the Credit Enhancer and (ii) are consistent with prudent and customary business practice as evidenced by a certificate signed by a Servicing Officer delivered to the Trustee and the Credit Enhancer. Nothing herein shall limit the right of the Master Servicer to solicit Mortgagors with respect to new loans (including mortgage loans) that are not Mortgage Loans. The relationship of the Master Servicer (and of any successor to the Master Servicer as Master Servicer under this Agreement) to the Trustee under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent. (b) In the event that the rights, duties and obligations of the Master Servicer are terminated hereunder, any successor to the Master Servicer in its sole discretion may, to the extent permitted by applicable law, terminate the existing subservicer arrangements with any subservicer or assume the terminated Master Servicer's rights under such subservicing arrangements which termination or assumption will not violate the terms of such arrangements.

The Master Servicer. (a) The Master Servicer shall service and administer the Mortgage Loans in a manner consistent with the terms of this Agreement and with general industry practice and shall have full power and authority, acting alone or through a subservicer, (i) o to execute and deliver, on behalf of the NoteholdersSecured Parties, the Trust, and the Indenture Trustee, customary consents or waivers and other instruments and documents, (ii) o to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) o to collect any Insurance Proceeds and other Liquidation Proceeds, and (iv) o to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan. The Master Servicer shall remain responsible to the parties to this Agreement and the Credit Enhancer for its obligations under this Agreement. Any amounts received by any subservicer on a Mortgage Loan shall be considered to have been received by the Master Servicer whether or not actually received by it. Without limiting the generality of the foregoing, the Master Servicer may execute and deliver, on behalf of itself, the Noteholders, and the Indenture Trustee, or any of them, any instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Properties, in each case to the extent not inconsistent with this Agreement. Notwithstanding anything herein to the contrary, the Master Servicer shall not make or permit any modification, waiver, or amendment of any term of any Mortgage Loan that would cause any REMIC created under the Trust Agreement to fail to qualify as a REMIC or result in the imposition of any tax under Section 860F(a) or Section 860G of the Code. At the request of a Servicing Officer, the Indenture Trustee shall furnish the Master Servicer with any powers of attorney and other documents appropriate to enable the Master Servicer to carry out its servicing and administrative duties under this Agreement. . (b) The Master Servicer in this capacity may also consent to the placing of a lien senior to that of any mortgage on the related Mortgaged Property, if (i1) the new senior lien secures a mortgage loan that refinances an existing first mortgage loan loan; and (ii2) either (aA) the Loan-to-Value Ratio of the new mortgage loan (without taking into account any closing costs that may be financed by the new mortgage loan) is equal to or less than the Loan-to-Value Ratio of the first mortgage loan to be replaced (for purposes of calculating the Loan-to-Value Ratio, the Valuation of the Mortgaged Property will be measured by the lesser of (A) the Valuation of the Mortgaged Property as of the Cut-off Date and (B) the Valuation of the Mortgaged Property as of the date of the refinancing referenced in clause (i1)) or (bB) the Combined Loan-to-Value Ratio of the new mortgage loan (without taking into account any closing costs that may be financed by the new mortgage loan) and the existing Mortgage Loan is equal to less than 70% (for purposes of calculating the Combined Loan-to-Value Ratio, the Valuation of the Mortgaged Property will be measured as the lesser of (A) the Valuation of the Mortgage Loan as of the Cut-off Date and (B) the Valuation of the Mortgage Loan as of the date of the refinancing referenced in clause (i1)). The aggregate Asset Balance of all the Mortgage Loans with respect to which the senior lien may be so modified may not exceed 50% of the Original Note Principal Balance. . (c) The Master Servicer may also, without approval from the Rating Agencies or the Credit Enhancer, increase the Credit Limits Limit on any Mortgage Loans Loan at any time if (i1) a new appraisals are appraisal is obtained and the weighted average Combined Loan-to-Value Ratios Ratio of the Mortgage Loans Loan after giving effect to the increase are is less than or equal to the weighted average Combined Loan-to-Value Ratios Ratio of the Mortgage Loans Loan as of the Cut-off Date andDate, (ii2) the increases are consistent with the Master Servicer's underwriting policies. , and (3) either: (A) the Credit Line Agreement allows the mortgagee to unilaterally increase the Credit Limit; (B) the Credit Limit increase is made within 90 days of the Cut-off Date; or (C) the Sponsor purchases the Mortgage Loan from the Trust in the manner described below for rate reduction loans. (d) In addition, the Master Servicer may increase the Credit Limits on Mortgage Loans having aggregate Asset Balances of up to an additional 5.0% of the Original Note Principal BalanceBalance at any time, if (1) the increase does not cause the Combined Loan-to-Value Ratio of the Mortgage Loans in the related Loan Group to exceed 100%, (2) the increase in the Credit Limit of a Mortgage Loan does not cause the Combined Loan-to-Value Ratio of the Mortgage Loan to exceed 100%, (3) the increase in the Credit Limit of a Mortgage Loan does not cause the Combined Loan-to-Value Ratio of the Mortgage Loan to increase by more than 25% (for example, a Combined Loan-to-Value Ratio of 50% can be increased to 75%, a Combined Loan-to-Value Ratio of 60% can be increased to 85%, and so forth), (4) the increase is consistent with the Master Servicer's underwriting policies, and (5) either: (A) the Credit Line Agreement allows the mortgagee to unilaterally increase the Credit Limit; (B) the Credit Limit increase is made within 90 days of the Cut-off Date, or (C) the Sponsor purchases the Mortgage Loan from the Trust in the manner described below for rate reduction loans. (e) Furthermore, the Sponsor, without prior approval from the Rating Agencies or the Credit Enhancer, may solicit mortgagors for a reduction in Loan Rates. The Loan Rates of Mortgage Loans in a Loan Group having Asset Balances at the time of the proposed modification that aggregate over time not more than 5.0% of the related Original Note Principal Balance may be subject to reduction. If a mortgagor notifies the Sponsor or the Master Servicer that it wants a reduction in Loan Rate, the Sponsor shall purchase the Mortgage Loan from the Trust as described below. Effective immediately on the same Business Day on which the Sponsor delivers the Purchase Price for the relevant Mortgage Loan to the Master Servicer, all interest of the Trust in the relevant Mortgage Loan shall automatically be transferred and assigned to the Sponsor and all benefits and burdens of ownership of the relevant Mortgage Loan, including the right to accrued interest on it from the date of purchase and the risk of default on the Mortgage Loan, shall pass to the Sponsor. The Master Servicer shall promptly deliver to the Indenture Trustee a certification signed by a Servicing Officer to the effect that all of the requirements for a purchase of a Mortgage Loan in connection with a request by a mortgagor for a reduction in Loan Rate have been satisfied with respect to the relevant Mortgage Loan. The Sponsor shall deliver the Purchase Price for the relevant Mortgage Loan to the Master Servicer promptly after a mortgagor notifies the Sponsor or the Master Servicer that it wants a reduction in Loan Rate, and the Master Servicer shall deposit the Purchase Price for the modified Mortgage Loan in the Collection Account pursuant to Section 3.02 within one Business Day after its receipt of the Purchase Price for the modified Mortgage Loan. Upon receipt by the Indenture Trustee of written notification of the deposit signed by a Servicing Officer, the Indenture Trustee shall release to the Sponsor the related Mortgage File and shall execute and deliver any instruments of transfer or assignment delivered to it for execution and reasonably acceptable to it, in each case without recourse, representation, or warranty, necessary to release the Mortgage Loan from the lien of the Indenture and vest in the Sponsor the Mortgage Loan previously transferred and assigned pursuant to this provision. The certification and written notification of the deposit each from a Servicing Officer may be delivered to the Indenture Trustee electronically, and to the extent the transmission originates on its face from a Servicing Officer, need not be manually signed. (f) In addition, the Master Servicer may agree to changes in the terms of a Mortgage Loan (other than changes referred to above in this Section) at the request of the mortgagor at any time if the changes o do not materially and adversely affect the interests of the Secured Parties or the Holders of the Class C Certificates, o are consistent with prudent and customary business practice as evidenced by a certificate signed by a Servicing Officer delivered to the Indenture Trustee and the Credit Enhancer, and o the Master Servicer has received an Opinion of Counsel to the effect that such action will not cause any REMIC created under the Trust Agreement to fail to qualify as a REMIC or result in the imposition of any tax under Section 860F(a) or Section 860G of the Code. (g) In addition, the Master Servicer may solicit mortgagors to change any other terms of the related Mortgage Loans at any time if the changes (i) do not materially and adversely affect the interests of the Noteholders, the Transferor, or the Credit Enhancer (ii) are consistent with prudent and customary business practice as evidenced by a certificate signed by a Servicing Officer delivered to the Indenture Trustee and the Credit Enhancer, and (iii) the Master Servicer has received an Opinion of Counsel to the effect that such action will not cause any REMIC created under the Trust Agreement to fail to qualify as a REMIC or result in the imposition of any tax under Section 860F(a) or Section 860G of the Code. Nothing in this Agreement shall limit the right of the Master Servicer to solicit mortgagors with respect to new loans (including mortgage loans) that are not Mortgage Loans. (h) The Master Servicer may register any Mortgage Loan on the MERS(R) System, or cause the removal from registration of any Mortgage Loan on the MERS(R) System, and execute and deliver, on behalf of the Owner Trustee, any instruments of assignment and other comparable instruments with respect to the assignment or re-recording of a mortgage in the name of MERS, solely as nominee for the Owner Trustee and its successors and assigns. For so long as any Mortgage Loan is registered on the MERS(R) System, the Master Servicer shall maintain in good standing its membership in MERS and shall comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS. If any Mortgage Loans are registered on the MERS(R) System, the Master Servicer may cause MERS to execute and deliver an assignment of mortgage in recordable form to transfer any of the Mortgage Loans registered on the MERS(R) System from MERS to the Owner Trustee. The Master Servicer shall promptly notify MERS of any transfer of beneficial ownership or release of any Security Interest in any MOM Loan. The relationship of the Master Servicer to the Trust and the Indenture Trustee under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner, or agent of the Trust or the Indenture Trustee. (i) If the rights and obligations of the Master Servicer are terminated under this Agreement, any successor to the Master Servicer in its sole discretion may terminate the existing subservicer arrangements with any subservicer or assume the terminated Master Servicer's rights under those subservicing arrangements to the extent permitted by applicable law and the subservicing agreements. (j) The Sponsor agrees to indemnify the Trust against any liability for any prohibited transaction taxes and any related interest, additions, and penalties imposed on the Trust as a result of any modification of a Mortgage Loan effected pursuant to this Section, the holding of any Mortgage Loan modified pursuant to this Section by the Trust, any purchase of a modified Mortgage Loan by the Sponsor pursuant to this Section, or the removal of any Mortgage Loan pursuant to Section 2.06 (but such obligation shall not prevent the Sponsor or any other appropriate person from in good faith contesting any such tax in appropriate proceedings and shall not prevent the Sponsor from withholding payment of the tax, if permitted by law, pending the outcome of the proceedings). The Sponsor shall have no right of reimbursement for any amount paid pursuant to the foregoing indemnification, except to the extent that the amount of any tax, interest, and penalties, together with interest thereon, is refunded to the Trust or the Sponsor.

The Master Servicer. The Notwithstanding any Subservicing Agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Master Servicer or a Subservicer or reference to actions taken through a Subservicer or otherwise, the Master Servicer shall service remain obligated and administer liable to the Trustee, the Certificateholders for the servicing and administering of the Mortgage Loans in a manner consistent accordance with the provisions of Section 3.01 without diminution of such obligation or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer or the Company and to the same extent and under the same terms of this Agreement and with general industry practice conditions as if the Master Servicer alone were servicing and shall have full power and authority, acting alone or through a subservicer, (i) to execute and deliver, on behalf of the Noteholders, the Trust, and the Indenture Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of administering the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds and other Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage LoanLoans. The Master Servicer shall remain responsible be entitled to the parties to this Agreement and the Credit Enhancer enter into any agreement with a Subservicer or Seller for its obligations under this Agreement. Any amounts received by any subservicer on a Mortgage Loan shall be considered to have been received by indemnification of the Master Servicer whether and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. [YOUN7950:~5.NY01B] 16069-00385 02/04/97 7:45pm 51 Section No Contractual Relationship Between Subservicer and Trustee or Certificateholders. Any Subservicing Agreement that may be entered into and any other transactions or services relating to the Mortgage Loans involving a Subservicer in its capacity as such and not actually received by it. Without limiting as an originator shall be deemed to be between the generality of the foregoing, Subservicer and the Master Servicer may execute alone and deliver, on behalf of itselfthe Trustee, the NoteholdersCertificateholders shall not be deemed parties thereto and shall have no claims, and the Indenture Trusteerights, obligations, duties or any of them, any instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, liabilities with respect to the Mortgage Loans and with respect to the Mortgaged Properties, Subservicer in each case to the extent not inconsistent with this Agreement. At the request of a Servicing Officer, the Indenture Trustee shall furnish the Master Servicer with any powers of attorney and other documents appropriate to enable the Master Servicer to carry out its servicing and administrative duties under this Agreementcapacity as such except as set forth in Section 3.06. The Master Servicer foregoing provision shall not in this capacity may also consent any way limit a Subservicer's obligation to the placing of cure an omission or defect or to repurchase a lien senior to that of any mortgage on the related Mortgaged Property, if (i) the new senior lien secures a mortgage loan that refinances an existing first mortgage loan and (ii) either (a) the Loan-to-Value Ratio of the new mortgage loan (without taking into account any closing costs that may be financed by the new mortgage loan) is equal to or less than the Loan-to-Value Ratio of the first mortgage loan to be replaced (for purposes of calculating the Loan-to-Value Ratio, the Valuation of the Mortgaged Property will be measured by the lesser of (A) the Valuation of the Mortgaged Property as of the Cut-off Date and (B) the Valuation of the Mortgaged Property as of the date of the refinancing referenced in clause (i)) or (b) the Combined Loan-to-Value Ratio of the new mortgage loan (without taking into account any closing costs that may be financed by the new mortgage loan) and the existing Mortgage Loan is equal to less than 70% (for purposes of calculating the Combined Loan-to-Value Ratio, the Valuation of the Mortgaged Property will be measured as the lesser of (A) the Valuation of the Mortgage Loan as of the Cut-off Date and (B) the Valuation of the Mortgage Loan as of the date of the refinancing referenced referred to in clause (i)). The aggregate Asset Balance of all the Mortgage Loans with respect to which the senior lien may be so modified may not exceed 50% of the Original Note Principal Balance. The Master Servicer may also, without approval from the Rating Agencies or the Credit Enhancer, increase the Credit Limits on Mortgage Loans if (i) new appraisals are obtained and the weighted average Combined Loan-to-Value Ratios of the Mortgage Loans after giving effect to the increase are less than or equal to the weighted average Combined Loan-to-Value Ratios of the Mortgage Loans as of the Cut-off Date and (ii) the increases are consistent with the Master Servicer's underwriting policies. In addition, the Master Servicer may increase the Credit Limits on Mortgage Loans having aggregate Asset Balances of up to an additional 5.0% of the Original Note Principal Balance, ifSection 2.02 hereof.

The Master Servicer. (a) The Master Servicer shall, or shall cause the Servicers to, service and administer the Mortgage Home Equity Loans in a manner consistent with the terms of this Agreement and with general industry practice and shall have full power and authority, acting alone or through a subservicerthe Servicers, (i) to execute do any and deliverall things in connection with such servicing and administration which it may deem necessary or desirable, on behalf of it being understood, however, that the Noteholders, the Trust, and the Indenture Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds and other Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan. The Master Servicer shall at all times remain responsible to the parties to this Agreement Trustee and the Credit Enhancer Certificateholders for the performance of its duties and obligations under this Agreementhereunder in accordance with the terms hereof. Any amounts received by any subservicer on the related Servicer in respect of a Mortgage Home Equity Loan shall be considered deemed to have been received by the Master Servicer whether or not actually received by it. Without limiting the generality of the foregoing, the Master Servicer may shall continue, and is hereby authorized and empowered by the Trustee, to execute and deliver, on behalf of itself, the Noteholders, Certificateholders and the Indenture Trustee, Trustee or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, discharge and all other comparable instruments, with respect to the Mortgage Home Equity Loans and with respect to the Mortgaged Properties, in each case to . Upon the extent not inconsistent with this Agreement. At the written request of a Servicing Officerthe Master Servicer, the Indenture Depositor and the Trustee shall furnish the Master Servicer with any powers of attorney and other documents necessary or appropriate to enable the Master Servicer to carry out its servicing and administrative duties under this Agreementhereunder. The Master Servicer in this such capacity may also consent to the placing of a proposed lien senior to that of any mortgage the Mortgage on the related Mortgaged Property, ifprovided that such proposed lien is not secured by a note providing for negative amortization and: (i) the new senior Mortgage relating to the Home Equity Loan was in a first lien secures a mortgage loan that refinances an existing first mortgage loan and (ii) either (a) the Loan-to-Value Ratio of the new mortgage loan (without taking into account any closing costs that may be financed by the new mortgage loan) is equal to or less than the Loan-to-Value Ratio of the first mortgage loan to be replaced (for purposes of calculating the Loan-to-Value Ratio, the Valuation of the Mortgaged Property will be measured by the lesser of (A) the Valuation of the Mortgaged Property position as of the Cut-off Off Date and was in a first lien position immediately prior to the placement of the proposed senior lien, and (Bii) the Valuation ratio of (a) the sum of the Principal Balance of the Home Equity Loan and the principal balance of the mortgage loan to be secured by the proposed senior lien to (b) the Appraised Value of the Mortgaged Property as at the time the Home Equity Loan was originated is not greater than (1) with respect to Home Equity Loans with an original CLTV of [85]% or less, [85]% or (2) with respect to Home Equity Loans with an original CLTV in excess of [85]% and not greater than [95]%, [95]%; (i) the Mortgage relating to the Home Equity Loan was in a first or second lien position at the time the related Home Equity Loan was conveyed to the Trust and, immediately following the placement of such proposed senior lien, such Mortgage will be in a second or, if such Mortgage was in a second lien position at the time the related Home Equity Loan was conveyed to the Trust, a third lien position and (ii) the principal balance of the date mortgage loan to be secured by the proposed senior lien and the rate at which interest accrues thereon are no greater than those of the refinancing referenced in clause (i)) or (b) the Combined Loan-to-Value Ratio of the new mortgage loan (without taking into account any closing costs that may be financed by the new mortgage loan) and the existing Mortgage Loan is equal to less than 70% (for purposes of calculating the Combined Loan-to-Value Ratio, the Valuation of the Mortgaged Property will be measured as the lesser of (A) the Valuation of the Mortgage Loan as of the Cut-off Date and (B) the Valuation of the Mortgage related Home Equity Loan as of the date of the refinancing referenced in clause (i)). The aggregate Asset Balance of all the Mortgage Loans with respect to which the senior lien may be so modified may not exceed 50% of the Original Note Principal Balance. The Master Servicer may also, without approval from the Rating Agencies or the Credit Enhancer, increase the Credit Limits on Mortgage Loans if (i) new appraisals are obtained and the weighted average Combined Loan-to-Value Ratios of the Mortgage Loans after giving effect it was first conveyed to the increase are less than Trust; or equal to the weighted average Combined Loan-to-Value Ratios of the Mortgage Loans as of the Cut-off Date and (ii) the increases are consistent with the Master Servicer's underwriting policies. In addition, the Master Servicer may increase the Credit Limits on Mortgage Loans having aggregate Asset Balances of up to an additional 5.0% of the Original Note Principal Balance, if37

The Master Servicer. (a) The Master Servicer shall service and administer the Mortgage Loans in a manner consistent with the terms of this Agreement and with general industry practice and shall have full power and authority, acting alone or through a subservicer, (i) to execute do anything in connection with servicing and deliver, on behalf of the Noteholders, the Trustadministration that it deems appropriate and that is not inconsistent with this Agreement, and the Indenture Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds and other Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan. The Master Servicer shall remain responsible to the parties to this Agreement [and the Credit Enhancer Enhancer] for its obligations under this Agreement. Any amounts received by any subservicer on a Mortgage Loan shall be considered to have been received by the Master Servicer whether or not actually received by it. Without limiting the generality of the foregoing, the Master Servicer may execute and deliver, on behalf of itself, the Noteholders, and the Indenture Trustee, or any of them, any instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Properties, in each case to the extent not inconsistent with this Agreement. At the request of a Servicing Officer, the Indenture Trustee shall furnish the Master Servicer with any powers of attorney and other documents appropriate to enable the Master Servicer to carry out its servicing and administrative duties under this Agreement. The Master Servicer in this capacity may also consent to the placing of a lien senior to that of any mortgage on the related Mortgaged Property, if (i) the new senior lien secures a mortgage loan that refinances an existing first mortgage loan and (ii) either (a) the Loan-to-Value Ratio of the new mortgage loan (without taking into account any closing costs that may be financed by the new mortgage loan) is equal to or less than the Loan-to-Value Ratio of the first mortgage loan to be replaced (for purposes of calculating the Loan-to-Value Ratio, the Valuation of the Mortgaged Property will be measured by the lesser of either (A) the Valuation of the Mortgaged Property as of the Cut-off Date and or the relevant Subsequent Cut-off Date, as applicable, or (B) the Valuation of the Mortgaged Property as of the date of the refinancing referenced in clause (i)) or (b) the Combined Loan-to-Value Ratio of the new mortgage loan (without taking into account any closing costs that may be financed by the new mortgage loan) and the existing Mortgage Loan is equal to less than 70% (for purposes of calculating the Combined Loan-to-Value Ratio, the Valuation of the Mortgaged Property will be measured as the lesser of (A) the Valuation . The aggregate Asset Balance of the Mortgage Loan as Loans with respect to which the senior lien may be modified in accordance with clause (ii)(A) may not exceed [__]% of the Cut-off Date Original Invested Amount and clause (Bii)(B) the Valuation may not exceed [__]% of the Mortgage Loan as of the date of the refinancing referenced in clause (i))Original Invested Amount. The aggregate Asset Balance of all the Mortgage Loans with respect to which the senior lien may be so modified may not exceed 50[__]% of the Original Note Principal BalanceInvested Amount (this [__]% referred to as the "INCREASED SENIOR LIEN LIMITATION"). The Master Servicer may also, without approval from the Rating Agencies Agencies[ or the Credit Enhancer], increase the Credit Limits on Mortgage Loans if (i) new appraisals are obtained and the weighted average Combined Loan-to-Value Ratios of the Mortgage Loans after giving effect to the increase are less than or equal to the weighted average Combined Loan-to-Value Ratios of the Mortgage Loans as of the Cut-off Date and (ii) the increases are consistent with the Master Servicer's underwriting policies. In addition, the Master Servicer may increase the Credit Limits on the Mortgage Loans having aggregate Asset Balances of up to an additional 5.0[___]% of the Original Note Principal BalanceInvested Amount, if

The Master Servicer. (a) The Master Servicer shall service and administer the Mortgage Loans in a manner consistent with the terms of this Agreement and with general industry practice and shall have full power and authority, acting alone or through a subservicer, (i) ● to execute and deliver, on behalf of the NoteholdersSecured Parties, the Trust, and the Indenture Trustee, customary consents or waivers and other instruments and documents, (ii) ● to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) ● to collect any Insurance Proceeds Proceeds, Charged-off Mortgage Loan Proceeds, and other Liquidation Proceeds, and (iv) ● to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan. The Master Servicer shall remain responsible to the parties to this Agreement and the Credit Enhancer for its obligations under this Agreement. Any amounts received by any subservicer on a Mortgage Loan shall be considered to have been received by the Master Servicer whether or not actually received by it. Without limiting the generality of the foregoing, the Master Servicer may execute and deliver, on behalf of itself, the Noteholders, and the Indenture Trustee, or any of them, any instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Properties, in each case to the extent not inconsistent with this Agreement. Notwithstanding anything herein to the contrary, the Master Servicer shall not make or permit any modification, waiver, or amendment of any term of any Mortgage Loan that would cause any REMIC created under the Trust Agreement to fail to qualify as a REMIC or result in the imposition of any tax under Section 860F(a) or Section 860G of the Code. At the request of a Servicing Officer, the Indenture Trustee shall furnish the Master Servicer with any powers of attorney and other documents appropriate to enable the Master Servicer to carry out its servicing and administrative duties under this Agreement. . (b) The Master Servicer in this capacity may also consent to the placing of a lien senior to that of any mortgage on the related Mortgaged Property, if (i1) the new senior lien secures a mortgage loan that refinances an existing first mortgage loan loan; and (ii2) either (aA) the Loan-to-Value Ratio of the new senior mortgage loan (without taking into account any closing costs that may be financed by the new mortgage loan) is equal to or less than the Loan-to-Value Ratio of the first mortgage loan to be replaced (for purposes of calculating the Loan-to-Value Ratio, the Valuation of the Mortgaged Property will be measured by the lesser of (A) the Valuation of the Mortgaged Property as of the Cut-off Date and (B) the Valuation of the Mortgaged Property as of the date of the refinancing referenced in clause (i1)) or (bB) the Combined Loan-to-Value Ratio of the new mortgage loan (without taking into account any closing costs that may be financed by the new mortgage loan) and the existing Mortgage Loan is equal to less than 70% (for purposes of calculating the Combined Loan-to-Value Ratio, the Valuation of the Mortgaged Property will be measured as the lesser of (A) the Valuation of the Mortgage Loan as of the Cut-off Date and (B) the Valuation of the Mortgage Loan as of the date of the refinancing referenced in clause (i1)). The aggregate Asset Balance of all the Mortgage Loans with respect to which the senior lien may be so modified may not exceed 50% of the Original Note Principal Balance. . (c) The Master Servicer may also, without approval from the Rating Agencies or the Credit Enhancer, increase the Credit Limits Limit on any Mortgage Loans Loan at any time if (i1) a new appraisals are appraisal is obtained and the weighted average Combined Loan-to-Value Ratios Ratio of the Mortgage Loans Loan after giving effect to the increase are is less than or equal to the weighted average Combined Loan-to-Value Ratios Ratio of the Mortgage Loans Loan as of the Cut-off Date andDate, (ii2) the increases are consistent with the Master Servicer's ’s underwriting policies. , and (3) either: (A) the Credit Line Agreement allows the mortgagee to unilaterally increase the Credit Limit; (B) the Credit Limit increase is made within 90 days of the Cut-off Date; or (C) the Sponsor purchases the Mortgage Loan from the Trust in the manner described below for rate reduction loans. (d) In addition, the Master Servicer may increase the Credit Limits on Mortgage Loans having aggregate Asset Balances of up to an additional 5.0% of the Original Note Principal BalanceBalance at any time, if (1) the increase does not cause the Combined Loan-to-Value Ratio of the Mortgage Loans to exceed 100% or the Loan-to-Value of the particular mortgage loan to exceed 100%, (2) the increase in the Credit Limit of a Mortgage Loan does not cause the Combined Loan-to-Value Ratio of the Mortgage Loan to exceed 100%, (3) the increase in the Credit Limit of a Mortgage Loan does not cause the Combined Loan-to-Value Ratio of the Mortgage Loan to increase by more than 25% (for example, a Combined Loan-to-Value Ratio of 50% can be increased to 75%, a Combined Loan-to-Value Ratio of 60% can be increased to 85%, and so forth), (4) the increase is consistent with the Master Servicer’s underwriting policies, and (5) either: (A) the Credit Line Agreement allows the mortgagee to unilaterally increase the Credit Limit; (B) the Credit Limit increase is made within 90 days of the Cut-off Date, or (C) the Sponsor purchases the Mortgage Loan from the Trust in the manner described below for rate reduction loans. (e) Furthermore, the Sponsor, without prior approval from the Rating Agencies or the Credit Enhancer, may solicit mortgagors for a reduction in Loan Rates. The Loan Rates of Mortgage Loans having Asset Balances at the time of the proposed modification that aggregate over time not more than 5.0% of the related Original Note Principal Balance may be subject to reduction. If a mortgagor notifies the Sponsor or the Master Servicer that it wants a reduction in Loan Rate, the Sponsor shall purchase the Mortgage Loan from the Trust as described below. Effective immediately on the same Business Day on which the Sponsor delivers the Purchase Price for the relevant Mortgage Loan to the Master Servicer, all interest of the Trust in the relevant Mortgage Loan shall automatically be transferred and assigned to the Sponsor and all benefits and burdens of ownership of the relevant Mortgage Loan, including the right to accrued interest on it from the date of purchase and the risk of default on the Mortgage Loan, shall pass to the Sponsor. The Master Servicer shall promptly deliver to the Indenture Trustee a certification signed by a Servicing Officer to the effect that all of the requirements for a purchase of a Mortgage Loan in connection with a request by a mortgagor for a reduction in Loan Rate have been satisfied with respect to the relevant Mortgage Loan. The Sponsor shall deliver the Purchase Price for the relevant Mortgage Loan to the Master Servicer promptly after a mortgagor notifies the Sponsor or the Master Servicer that it wants a reduction in Loan Rate, and the Master Servicer shall deposit the Purchase Price for the modified Mortgage Loan in the Collection Account pursuant to Section 3.02 within one Business Day after its receipt of the Purchase Price for the modified Mortgage Loan. Upon receipt by the Indenture Trustee of written notification of the deposit signed by a Servicing Officer, the Indenture Trustee shall release to the Sponsor the related Mortgage File and shall execute and deliver any instruments of transfer or assignment delivered to it for execution and reasonably acceptable to it, in each case without recourse, representation, or warranty, necessary to release the Mortgage Loan from the lien of the Indenture and vest in the Sponsor the Mortgage Loan previously transferred and assigned pursuant to this provision. The certification and written notification of the deposit each from a Servicing Officer may be delivered to the Indenture Trustee electronically, and to the extent the transmission originates on its face from a Servicing Officer, need not be manually signed. (f) In addition, the Master Servicer may agree to changes in the terms of a Mortgage Loan (other than changes referred to above in this Section) at the request of the mortgagor at any time if the changes ● do not materially and adversely affect the interests of the Secured Parties or the Holders of the Class C Certificates, ●are consistent with prudent and customary business practice as evidenced by a certificate signed by a Servicing Officer delivered to the Indenture Trustee and the Credit Enhancer, ● do not extend the maturity date of the Mortgage Loan beyond the final maturity date of the Notes, and ● the Master Servicer has received an Opinion of Counsel to the effect that such action will not cause any REMIC created under the Trust Agreement to fail to qualify as a REMIC or result in the imposition of any tax under Section 860F(a) or Section 860G of the Code. (g) In addition, the Master Servicer may solicit mortgagors to change any other terms of the related Mortgage Loans at any time if the changes (i) do not materially and adversely affect the interests of the Noteholders, the Transferor, or the Credit Enhancer (ii) are consistent with prudent and customary business practice as evidenced by a certificate signed by a Servicing Officer delivered to the Indenture Trustee and the Credit Enhancer, and (iii) the Master Servicer has received an Opinion of Counsel to the effect that such action will not cause any REMIC created under the Trust Agreement to fail to qualify as a REMIC or result in the imposition of any tax under Section 860F(a) or Section 860G of the Code. Nothing in this Agreement shall limit the right of the Master Servicer to solicit mortgagors with respect to new loans (including mortgage loans) that are not Mortgage Loans. (h) The Master Servicer may register any Mortgage Loan on the MERS® System, or cause the removal from registration of any Mortgage Loan on the MERS® System, and execute and deliver, on behalf of the Owner Trustee, any instruments of assignment and other comparable instruments with respect to the assignment or re-recording of a mortgage in the name of MERS, solely as nominee for the Owner Trustee and its successors and assigns. For so long as any Mortgage Loan is registered on the MERS® System, the Master Servicer shall maintain in good standing its membership in MERS and shall comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS. If any Mortgage Loans are registered on the MERS® System, the Master Servicer may cause MERS to execute and deliver an assignment of mortgage in recordable form to transfer any of the Mortgage Loans registered on the MERS® System from MERS to the Owner Trustee. The Master Servicer shall promptly notify MERS of any transfer of beneficial ownership or release of any Security Interest in any MOM Loan. The relationship of the Master Servicer to the Trust and the Indenture Trustee under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner, or agent of the Trust or the Indenture Trustee. (i) If the rights and obligations of the Master Servicer are terminated under this Agreement, any successor to the Master Servicer in its sole discretion may terminate the existing subservicer arrangements with any subservicer or assume the terminated Master Servicer’s rights under those subservicing arrangements to the extent permitted by applicable law and the subservicing agreements. (j) The Sponsor agrees to indemnify the Trust against any liability for any prohibited transaction taxes and any related interest, additions, and penalties imposed on the Trust as a result of any modification of a Mortgage Loan effected pursuant to this Section, the holding of any Mortgage Loan modified pursuant to this Section by the Trust, any purchase of a modified Mortgage Loan by the Sponsor pursuant to this Section, or the removal of any Mortgage Loan pursuant to Section 2.06 (but such obligation shall not prevent the Sponsor or any other appropriate person from in good faith contesting any such tax in appropriate proceedings and shall not prevent the Sponsor from withholding payment of the tax, if permitted by law, pending the outcome of the proceedings). The Sponsor shall have no right of reimbursement for any amount paid pursuant to the foregoing indemnification, except to the extent that the amount of any tax, interest, and penalties, together with interest thereon, is refunded to the Trust or the Sponsor.

The Master Servicer. (a) The Master Servicer shall service and administer the Mortgage Loans in a manner consistent with the terms of this Agreement and with general industry practice and shall have full power and authority, acting alone or through a subservicer, (i) to execute do anything in connection with servicing and deliver, on behalf of the Noteholders, the Trustadministration that it deems appropriate and that is not inconsistent with this Agreement, and the Indenture Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds and other Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan. The Master Servicer shall remain responsible to the parties to this Agreement and the Credit Enhancer for its obligations under this Agreement. Any amounts received by any subservicer on a Mortgage Loan shall be considered to have been received by the Master Servicer whether or not actually received by it. Without limiting the generality of the foregoing, the Master Servicer may execute and deliver, on behalf of itself, the Noteholders, and the Indenture Trustee, or any of them, any instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Properties, in each case to the extent not inconsistent with this Agreement. At the request of a Servicing Officer, the Indenture Trustee shall furnish the Master Servicer with any powers of attorney and other documents appropriate to enable the Master Servicer to carry out its servicing and administrative duties under this Agreement. The Master Servicer in this capacity may also consent to the placing of a lien senior to that of any mortgage on the related Mortgaged Property, if (i) the new senior lien secures a mortgage loan that refinances an existing first mortgage loan and (ii) either (a) the Loan-to-Value Ratio of the new mortgage loan (without taking into account any closing costs that may be financed by the new mortgage loan) is equal to or less than the Loan-to-Value Ratio of the first mortgage loan to be replaced (for purposes of calculating the Loan-to-Value Ratio, the Valuation of the Mortgaged Property will be measured by the lesser of either (A) the Valuation of the Mortgaged Property as of the Cut-off Date and or the relevant Subsequent Cut-off Date, as applicable, or (B) the Valuation of the Mortgaged Property as of the date of the refinancing referenced in clause (i)) or (b) the Combined Loan-to-Value Ratio of the new mortgage loan (without taking into account any closing costs that may be financed by the new mortgage loan) and the existing Mortgage Loan is equal to less than 70% (for purposes of calculating the Combined Loan-to-Value Ratio, the Valuation of the Mortgaged Property will be measured as the lesser of (A) the Valuation . The aggregate Asset Balance of the Mortgage Loan as Loans with respect to which the senior lien may be modified in accordance with clause (ii)(A) may not exceed 10% of the Cut-off Date Original Note Principal Balance and clause (Bii)(B) the Valuation may not exceed 40% of the Mortgage Loan as of the date of the refinancing referenced in clause (i))Original Note Principal Balance. The aggregate Asset Balance of all the Mortgage Loans with respect to which the senior lien may be so modified may not exceed 50% of the Original Note Principal BalanceBalance (this 50% referred to as the "Increased Senior Lien Limitation"). The Master Servicer may also, without approval from the Rating Agencies or the Credit Enhancer, increase the Credit Limits on Mortgage Loans if (i) new appraisals are obtained and the weighted average Combined Loan-to-Value Ratios of the Mortgage Loans after giving effect to the increase are less than or equal to the weighted average Combined Loan-to-Value Ratios of the Mortgage Loans as of the Cut-off Date and (ii) the increases are consistent with the Master Servicer's underwriting policies. In addition, the Master Servicer may increase the Credit Limits on the Mortgage Loans having aggregate Asset Balances of up to an additional 5.02.5% of the Original Note Principal Balance, if

The Master Servicer. The Master Servicer shall service and administer the Mortgage Loans in a manner consistent with the terms of this Agreement and with general industry practice and shall have full power and authority, acting alone or through a subservicer, (i) to execute and deliver, on behalf of the Noteholders, the Trust, and the Indenture Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds and other Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan. The Master Servicer shall remain responsible to the parties to this Agreement and the Credit Enhancer for its obligations under this Agreement. Any amounts received by any subservicer on a Mortgage Loan shall be considered to have been received by the Master Servicer whether or not actually received by it. Without limiting the generality of the foregoing, the Master Servicer may execute and deliver, on behalf of itself, the Noteholders, and the Indenture Trustee, or any of them, any instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Properties, in each case to the extent not inconsistent with this Agreement. At the request of a Servicing Officer, the Indenture Trustee shall furnish the Master Servicer with any powers of attorney and other documents appropriate to enable the Master Servicer to carry out its servicing and administrative duties under this Agreement. The Master Servicer in this capacity may also consent to the placing of a lien senior to that of any mortgage on the related Mortgaged Property, if (i) the new senior lien secures a mortgage loan that refinances an existing first mortgage loan and (ii) either (a) the Loan-to-Value Ratio of the new mortgage loan (without taking into account any closing costs that may be financed by the new mortgage loan) is equal to or less than the Loan-to-Value Ratio of the first mortgage loan to be replaced (for purposes of calculating the Loan-to-Value Ratio, the Valuation of the Mortgaged Property will be measured by the lesser of (A) the Valuation of the Mortgaged Property as of the Cut-off Date and (B) the Valuation of the Mortgaged Property as of the date of the refinancing referenced in clause (i)) or (b) the Combined Loan-to-Value Ratio of the new mortgage loan (without taking into account any closing costs that may be financed by the new mortgage loan) and the existing Mortgage Loan is equal to less than 70% (for purposes of calculating the Combined Loan-to-Value Ratio, the Valuation of the Mortgaged Property will be measured as the lesser of (A) the Valuation of the Mortgage Loan as of the Cut-off Date and (B) the Valuation of the Mortgage Loan as of the date of the refinancing referenced in clause (i)). The aggregate Asset Balance of all the Mortgage Loans with respect to which the senior lien may be so modified may not exceed 50% of the Original Note Principal Balance. The Master Servicer may also, without approval from the Rating Agencies or the Credit Enhancer, increase the Credit Limits on Mortgage Loans if (i) new appraisals are obtained and the weighted average Combined Loan-to-Value Ratios of the Mortgage Loans after giving effect to the increase are less than or equal to the weighted average Combined Loan-to-Value Ratios of the Mortgage Loans as of the Cut-off Date and (ii) the increases are consistent with the Master Servicer's underwriting policies. In addition, the Master Servicer may increase the Credit Limits on Mortgage Loans having aggregate Asset Balances of up to an additional 5.0% of the Original Note Principal Balance, if

The Master Servicer. The Master Servicer shall service and administer the Mortgage Loans in a manner consistent with the terms of this Agreement and with general industry practice and shall have full power and authority, acting alone or through a subservicer, (i) to execute and deliver, on behalf of the Noteholders, the Trust, and the Indenture Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds and other Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan. The Master Servicer shall remain responsible to the parties to this Agreement and the Credit Enhancer for its obligations under this Agreement. Any amounts received by any subservicer on a Mortgage Loan shall be considered to have been received by the Master Servicer whether or not actually received by it. Without limiting the generality of the foregoing, the Master Servicer may execute and deliver, on behalf of itself, the Noteholders, and the Indenture Trustee, or any of them, any instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Properties, in each case to the extent not inconsistent with this Agreement. At the request of a Servicing Officer, the Indenture Trustee shall furnish the Master Servicer with any powers of attorney and other documents appropriate to enable the Master Servicer to carry out its servicing and administrative duties under this Agreement. The Master Servicer in this capacity may also consent to the placing of a lien senior to that of any mortgage on the related Mortgaged Property, if (i) the new senior lien secures a mortgage loan that refinances an existing first mortgage loan and (ii) either either (a) the Loan-to-Value Ratio of the new mortgage loan (without taking into account any closing costs that may be financed by the new mortgage loan) is equal to or less than the Loan-to-Value Ratio of the first mortgage loan to be replaced (for purposes of calculating the Loan-to-Value Ratio, the Valuation of the Mortgaged Property will be measured by the lesser of (A) the Valuation of the Mortgaged Property as of the Cut-off Date and (B) the Valuation of the Mortgaged Property as of the date of the refinancing referenced in clause (i)) or or (b) the Combined Loan-to-Value Ratio of the new mortgage loan (without taking into account any closing costs that may be financed by the new mortgage loan) and the existing Mortgage Loan is equal to less than 70% (for purposes of calculating the Combined Loan-to-Value Ratio, the Valuation of the Mortgaged Property will be measured as the lesser of (A) the Valuation of the Mortgage Loan as of the Cut-off Date and (B) the Valuation of the Mortgage Loan as of the date of the refinancing referenced in clause (i)). The aggregate Asset Balance of the Mortgage Loans with respect to which the senior lien may be modified in accordance with clause (ii)(A) may not exceed 10% of the Original Note Principal Balance and clause (ii)(B) may not exceed 40% of the Original Note Principal Balance. The aggregate Asset Balance of all the Mortgage Loans with respect to which the senior lien may be so modified may not exceed 50100% of the Original Note Principal BalanceBalance (this 100% referred to as the "Increased Senior Lien Limitation"). The Master Servicer may also, without approval from the Rating Agencies or the Credit Enhancer, increase the Credit Limits on Mortgage Loans if (i) new appraisals are obtained and the weighted average Combined Loan-to-Value Ratios of the Mortgage Loans after giving effect to the increase are less than or equal to the weighted average Combined Loan-to-Value Ratios of the Mortgage Loans as of the Cut-off Date and (ii) the increases are consistent with the Master Servicer's underwriting policies. In addition, the Master Servicer may increase the Credit Limits on the Mortgage Loans having aggregate Asset Balances of up to an additional 5.0% of the Original Note Principal Balance, if

The Master Servicer. (a) The Master Servicer shall, or shall cause the Servicers to, service and administer the Mortgage Loans in a manner consistent with the terms of this Agreement and with general industry practice and shall have full power and authority, acting alone or through a subservicerthe Servicers, (i) to execute do any and deliverall things in connection with such servicing and administration which it may deem necessary or desirable, on behalf of it being understood, however, that the Noteholders, the Trust, and the Indenture Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds and other Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan. The Master Servicer shall at all times remain responsible to the parties to this Agreement Indenture Trustee and the Credit Enhancer Noteholders for the performance of its duties and obligations under this Agreementhereunder in accordance with the terms hereof. Any amounts received by any subservicer on the related Servicer in respect of a Mortgage Loan shall be considered deemed to have been received by the Master Servicer whether or not actually received by it. Without limiting the generality of the foregoing, the Master Servicer shall continue, and is hereby authorized and empowered by the Indenture Trustee, (i) in its own name or in the name of any Servicer, when the Master Servicer or the Servicer, as the case may be, believes it appropriate in its best judgment to register any Mortgage Loan on the MERS® System, or cause the removal from the registration of any Mortgage Loan on the MERS® System, to execute and deliver, on behalf of the Trust, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Trust and its successors and assigns, and (ii) to execute and deliver, on behalf of itself, the Noteholders, Noteholders and the Indenture Trustee, Trustee or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, discharge and all other comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Properties, in each case to . Upon the extent not inconsistent with this Agreement. At the written request of a Servicing Officerthe Master Servicer, the Depositor and the Indenture Trustee shall furnish the Master Servicer with any powers of attorney and other documents necessary or appropriate to enable the Master Servicer to carry out its servicing and administrative duties under hereunder. (b) If any loss is suffered by the Indenture Trustee on behalf of the Noteholders or the Transferor in respect of the Ownership Interest in respect of any Mortgage Loan as a result of a failure to file on or within ten days following the effective date of this Agreement. The Agreement the UCC-l financing statements referred to in Section 2.01 then the Master Servicer shall repurchase or substitute for any adversely affected Mortgage Loan on the Business Day preceding the next Payment Date following the end of the Collection Period during which such foreclosure proceedings were commenced or such losses were suffered. Such repurchase or substitution shall be accomplished in this capacity the same manner and subject to the same conditions as set forth in Section 2.02. Upon making any such repurchase or substitution the Master Servicer shall be entitled to receive an instrument of assignment or transfer from the Indenture Trustee to the same extent as set forth in Section 2.02. (c) Upon the request of a Mortgagor or at the Master Servicer’s own initiative, the Master Servicer (or the related Servicer on behalf of the Master Servicer) may also waive, modify or vary any term of any Mortgage Loan or consent to the placing postponement of a lien senior strict compliance with any such term or in any manner grant indulgence to that of any mortgage on the related Mortgaged Property, Mortgagor if: (i) in the new senior lien secures a mortgage loan that refinances an existing first mortgage loan and Master Servicer’s (iior such Servicer’s) either (a) the Loan-to-Value Ratio of the new mortgage loan (without taking into account any closing costs that may be financed by the new mortgage loan) is equal to good faith determination such waiver, modification, postponement or less than the Loan-to-Value Ratio of the first mortgage loan to be replaced (for purposes of calculating the Loan-to-Value Ratio, the Valuation of the Mortgaged Property indulgence will be measured by the lesser of (A) the Valuation of the Mortgaged Property as of the Cut-off Date and (B) the Valuation of the Mortgaged Property as of the date of the refinancing referenced in clause (i)) or (b) the Combined Loan-to-Value Ratio of the new mortgage loan (without taking into account any closing costs that may be financed by the new mortgage loan) and the existing Mortgage Loan is equal to less than 70% (for purposes of calculating the Combined Loan-to-Value Ratio, the Valuation of the Mortgaged Property will be measured as the lesser of (A) the Valuation of the Mortgage Loan as of the Cut-off Date and (B) the Valuation of the Mortgage Loan as of the date of the refinancing referenced in clause (i)). The aggregate Asset Balance of all the Mortgage Loans enhance recovery with respect to which the senior lien may be so modified may not exceed 50% of the Original Note Principal Balance. The Master Servicer may also, without approval from the Rating Agencies or the Credit Enhancer, increase the Credit Limits on such Mortgage Loans if (i) new appraisals are obtained and the weighted average Combined Loan-to-Value Ratios of the Mortgage Loans after giving effect to the increase are less than or equal to the weighted average Combined Loan-to-Value Ratios of the Mortgage Loans as of the Cut-off Date ; and (ii) the increases are consistent Mortgagor is in default with respect to the Mortgage Loan, or such default is, in the judgment of the Master Servicer (or such Servicer) imminent. (d) Subject to subparagraph (e) below, in addition to the circumstances described under Section 3.01(c), the Master Servicer (or the related Servicer on behalf of the Master Servicer's underwriting policies. In addition) may waive, modify or vary any term of any Mortgage Loan, if the purpose of such action is to reduce the likelihood of prepayment or of default of such Mortgage Loan, to increase the likelihood of repayment or repayment upon default of such Mortgage Loan, to increase the likelihood of repayment in full of or recoveries under such Mortgage Loan, or to otherwise benefit the Noteholders and the Transferor in respect of the Ownership Interest, all in the reasonable judgment of the Master Servicer. (e) Notwithstanding any provision in this Agreement to the contrary, the Master Servicer may increase not defer the Credit Limits scheduled monthly interest and principal payment on any Mortgage Loans having aggregate Asset Balances Loan that is not in default or (in the judgment of the Master Servicer (or the related Servicer on behalf of the Master Servicer)) for which default is not imminent unless (i) the Master Servicer elects to make a Skip-A-Pay Advance pursuant to subparagraph (f) below or (ii) each Rating Agency advises in writing that as a result of such deferment the then current rating of the Class A and Class M Notes will not be withdrawn, suspended or reduced; provided, however, that the Master Servicer may not defer the scheduled monthly payment on any Mortgage Loan in reliance on clause (i) above unless the Master Servicer determines, in its good faith judgment, that such Skip-A-Pay Advance will be recoverable from future payments on the Mortgage Loans. (f) If during any Collection Period the Master Servicer deferred the scheduled monthly payment on any Mortgage Loan that was not in default or for which default was not imminent in reliance on clause (i) of subparagraph (e) above, no later than 12:00 noon Chicago time on each Deposit Date, the Master Servicer shall deposit into the Collection Account an amount equal to the Skip-A-Pay Advance for such Collection Period. On each Payment Date, the Master Servicer shall be entitled to reimburse itself for all previously unreimbursed Skip-A-Pay Advances from funds on deposit in the Collection Account, before making any payments to Noteholders pursuant to Section 5.01, up to an additional 5.0% amount equal to the Skip-A-Pay Reimbursement Amount on such Payment Date; provided, however, that the Skip-A-Pay Reimbursement Amount that the Master Servicer is entitled to receive on such Payment Date shall be reduced by the portion of such amount, if any, that was applied to reduce the amount of funds that the Master Servicer was required to deposit or to cause to be deposited into the Collection Account on the preceding Deposit Date pursuant to Section 3.02(b). (g) The relationship of the Original Note Principal BalanceMaster Servicer (and of any successor to the Master Servicer as master servicer under this Agreement) to the Indenture Trustee under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent. (h) In the event that the rights, duties and obligations of the Master Servicer are terminated hereunder, any successor to the Master Servicer in its sole discretion may, to the extent permitted by applicable law, terminate the existing subservicer arrangements with any Servicer or assume the terminated Master Servicer’s rights under such subservicing arrangements which termination or assumption will not violate the terms of such arrangements. Any termination fees shall be payable by the outgoing Master Servicer. (i) Any expenses incurred in connection with the actions described in Section 3.01(a)(i) shall be borne by the Master Servicer in accordance with Section 3.09, with no right of reimbursement; provided that if, as a result of MERS discontinuing or becoming unable to continue operations in connection with the MERS System, it becomes necessary to remove any Mortgage Loan from registration on the MERS System and to arrange for the assignment of the related Mortgages to the Trust, then any related expenses shall be reimbursable to the Master Servicer.

The Master Servicer. The Master Servicer shall service and administer the Mortgage Loans in a manner consistent with the terms of this Agreement and with general industry practice and shall have full power and authority, acting alone or through a subservicer, (i) o to execute and deliver, on behalf of the NoteholdersSecured Parties, the Trust, and the Indenture Trustee, customary consents or waivers and other instruments and documents, (ii) o to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) o to collect any Insurance Proceeds and other Liquidation Proceeds, and (iv) o to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan. The Master Servicer shall remain responsible to the parties to this Agreement and the Credit Enhancer for its obligations under this Agreement. Any amounts received by any subservicer on a Mortgage Loan shall be considered to have been received by the Master Servicer whether or not actually received by it. Without limiting the generality of the foregoing, the Master Servicer may execute and deliver, on behalf of itself, the Noteholders, and the Indenture Trustee, or any of them, any instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Properties, in each case to the extent not inconsistent with this Agreement. Notwithstanding anything herein to the contrary, the Master Servicer shall not make or permit any modification, waiver, or amendment of any term of any Mortgage Loan that would cause any REMIC created under the Trust Agreement to fail to qualify as a REMIC or result in the imposition of any tax under Section 860F(a) or Section 860G of the Code. At the request of a Servicing Officer, the Indenture Trustee shall furnish the Master Servicer with any powers of attorney and other documents appropriate to enable the Master Servicer to carry out its servicing and administrative duties under this Agreement. The Master Servicer in this capacity may also consent to the placing of a lien senior to that of any mortgage on the related Mortgaged Property, if (i) the new senior lien secures a mortgage loan that refinances an existing first mortgage loan loan; and (ii) either (aA) the Loan-to-Value Ratio of the new mortgage loan (without taking into account any closing costs that may be financed by the new mortgage loan) is equal to or less than the Loan-to-Value Ratio of the first mortgage loan to be replaced (for purposes of calculating the Loan-to-Value Ratio, the Valuation of the Mortgaged Property will be measured by the lesser of (A) the Valuation of the Mortgaged Property as of the Cut-off Date and (B) the Valuation of the Mortgaged Property as of the date of the refinancing referenced in clause (i)) or (bB) the Combined Loan-to-Value Ratio of the new mortgage loan (without taking into account any closing costs that may be financed by the new mortgage loan) and the existing Mortgage Loan is equal to less than 70% (for purposes of calculating the Combined Loan-to-Value Ratio, the Valuation of the Mortgaged Property will be measured as the lesser of (A) the Valuation of the Mortgage Loan as of the Cut-off Date and (B) the Valuation of the Mortgage Loan as of the date of the refinancing referenced in clause (i)). The aggregate Asset Balance of all the Mortgage Loans with respect to which the senior lien may be so modified may not exceed 50% of the Original Note Principal Balance. The Master Servicer may also, without approval from the Rating Agencies or the Credit Enhancer, increase the Credit Limits Limit on any Mortgage Loans Loan at any time if (i) a new appraisals are appraisal is obtained and the weighted average Combined Loan-to-Value Ratios Ratio of the Mortgage Loans Loan after giving effect to the increase are is less than or equal to the weighted average Combined Loan-to-Value Ratios Ratio of the Mortgage Loans Loan as of the Cut-off Date andDate (ii) the increases are increase is consistent with the Master Servicer's underwriting policies, and (iii) either: (A) the Credit Line Agreement allows the mortgagee to unilaterally increase the Credit Limit; (B) the Credit Limit increase is made within 90 days of the Cut-off Date, or (C) the Sponsor purchases the Mortgage Loan from the Trust in the manner described below for rate reduction loans. In addition, the Master Servicer may increase the Credit Limits on Mortgage Loans having aggregate Asset Balances of up to an additional 5.0% of the Original Note Principal BalanceBalance at any time, if (i) the increase does not cause the Combined Loan-to-Value Ratio of the Mortgage Loans in the related Loan Group to exceed 100%, (ii) the increase in the Credit Limit of a Mortgage Loan does not cause the Combined Loan-to-Value Ratio of the Mortgage Loan to exceed 100%, (iii) the increase in the Credit Limit of a Mortgage Loan does not cause the Combined Loan-to-Value Ratio of the Mortgage Loan to increase by more than 25% (for example, a Combined Loan-to-Value Ratio of 50% can be increased to 75%, a Combined Loan-to-Value Ratio of 60% can be increased to 85%, and so forth), (iv) the increase is consistent with the Master Servicer's underwriting policies, and (v) either: (A) the Credit Line Agreement allows the mortgagee to unilaterally increase the Credit Limit; (B) the Credit Limit increase is made within 90 days of the Cut-off Date, or (C) the Sponsor purchases the Mortgage Loan from the Trust in the manner described below for rate reduction loans. Furthermore, the Sponsor, without prior approval from the Rating Agencies or the Credit Enhancer, may solicit mortgagors for a reduction in Loan Rates. The Loan Rates of Mortgage Loans in a Loan Group having Asset Balances at the time of the proposed modification that aggregate over time not more than 5.0% of the related Original Note Principal Balance may be subject to reduction. If a mortgagor notifies the Sponsor or the Master Servicer that it wants a reduction in Loan Rate, the Sponsor shall purchase the Mortgage Loan from the Trust as described below. Effective immediately on the same Business Day on which the Sponsor delivers the Purchase Price for the relevant Mortgage Loan to the Master Servicer, all interest of the Trust in the relevant Mortgage Loan shall automatically be transferred and assigned to the Sponsor and all benefits and burdens of ownership of the relevant Mortgage Loan, including the right to accrued interest on it from the date of purchase and the risk of default on the Mortgage Loan, shall pass to the Sponsor. The Master Servicer shall promptly deliver to the Indenture Trustee a certification signed by a Servicing Officer to the effect that all of the requirements for a purchase of a Mortgage Loan in connection with a request by a mortgagor for a reduction in Loan Rate have been satisfied with respect to the relevant Mortgage Loan. The Sponsor shall deliver the Purchase Price for the relevant Mortgage Loan to the Master Servicer promptly after a mortgagor notifies the Sponsor or the Master Servicer that it wants a reduction in Loan Rate, and the Master Servicer shall deposit the Purchase Price for the modified Mortgage Loan in the Collection Account pursuant to Section 3.02 within one Business Day after its receipt of the Purchase Price for the modified Mortgage Loan. Upon receipt by the Indenture Trustee of written notification of the deposit signed by a Servicing Officer, the Indenture Trustee shall release to the Sponsor the related Mortgage File and shall execute and deliver any instruments of transfer or assignment delivered to it for execution and reasonably acceptable to it, in each case without recourse, representation, or warranty, necessary to release the Mortgage Loan from the lien of the Indenture and vest in the Sponsor the Mortgage Loan previously transferred and assigned pursuant to this provision. The certification and written notification of the deposit each from a Servicing Officer may be delivered to the Indenture Trustee electronically, and to the extent the transmission originates on its face from a Servicing Officer, need not be manually signed. In addition, the Master Servicer may agree to changes in the terms of a Mortgage Loan (other than changes referred to above in this section) at the request of the mortgagor at any time if the changes o do not materially and adversely affect the interests of the Secured Parties or the Holders of the Class C Certificates, o are consistent with prudent and customary business practice as evidenced by a certificate signed by a Servicing Officer delivered to the Indenture Trustee and the Credit Enhancer, o do not extend the maturity date of the Mortgage Loan beyond the final maturity date of the Notes of the related Class, and o the Master Servicer has received an Opinion of Counsel to the effect that such action will not cause any REMIC created under the Trust Agreement to fail to qualify as a REMIC or result in the imposition of any tax under Section 860F(a) or Section 860G of the Code. In addition, the Master Servicer may solicit mortgagors to change any other terms of the related Mortgage Loans at any time if the changes (i) do not materially and adversely affect the interests of the Noteholders, the Transferor, or the Credit Enhancer (ii) are consistent with prudent and customary business practice as evidenced by a certificate signed by a Servicing Officer delivered to the Indenture Trustee and the Credit Enhancer and (iii) the Master Servicer has received an Opinion of Counsel to the effect that such action will not cause any REMIC created under the Trust Agreement to fail to qualify as a REMIC or result in the imposition of any tax under Section 860F(a) or Section 860G of the Code. Nothing in this Agreement shall limit the right of the Master Servicer to solicit mortgagors with respect to new loans (including mortgage loans) that are not Mortgage Loans. The Master Servicer may register any Mortgage Loan on the MERS(R) System, or cause the removal from registration of any Mortgage Loan on the MERS(R) System, and execute and deliver, on behalf of the Owner Trustee, any instruments of assignment and other comparable instruments with respect to the assignment or re-recording of a mortgage in the name of MERS, solely as nominee for the Owner Trustee and its successors and assigns. For so long as any Mortgage Loan is registered on the MERS(R) System, the Master Servicer shall maintain in good standing its membership in MERS and shall comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS. If any Mortgage Loans are registered on the MERS(R) System, the Master Servicer may cause MERS to execute and deliver an assignment of mortgage in recordable form to transfer any of the Mortgage Loans registered on the MERS(R) System from MERS to the Owner Trustee. The Master Servicer shall promptly notify MERS of any transfer of beneficial ownership or release of any Security Interest in any MOM Loan. The relationship of the Master Servicer to the Trust and the Indenture Trustee under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner, or agent of the Trust or the Indenture Trustee.

The Master Servicer. The Master Servicer shall service and administer the Mortgage Loans in a manner consistent with the terms of this Agreement and with general industry practice and shall have full power and authority, acting alone or through a subservicer, (i) o to execute and deliver, on behalf of the NoteholdersSecured Parties, the Trust, and the Indenture Trustee, customary consents or waivers and other instruments and documents, (ii) o to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) o to collect any Insurance Proceeds and other Liquidation Proceeds, and (iv) o to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan. The Master Servicer shall remain responsible to the parties to this Agreement and the Credit Enhancer for its obligations under this Agreement. Any amounts received by any subservicer on a Mortgage Loan shall be considered to have been received by the Master Servicer whether or not actually received by it. Without limiting the generality of the foregoing, the Master Servicer may execute and deliver, on behalf of itself, the Noteholders, and the Indenture Trustee, or any of them, any instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Properties, in each case to the extent not inconsistent with this Agreement. Notwithstanding anything herein to the contrary, the Master Servicer shall not make or permit any modification, waiver, or amendment of any term of any Mortgage Loan that would cause any REMIC created under the Trust Agreement to fail to qualify as a REMIC or result in the imposition of any tax under Section 860F(a) or Section 860G of the Code. At the request of a Servicing Officer, the Indenture Trustee shall furnish the Master Servicer with any powers of attorney and other documents appropriate to enable the Master Servicer to carry out its servicing and administrative duties under this Agreement. The Master Servicer in this capacity may also consent to the placing of a lien senior to that of any mortgage on the related Mortgaged Property, if (i) the new senior lien secures a mortgage loan that refinances an existing first mortgage loan loan; and (ii) either (aA) the Loan-to-Value Ratio of the new mortgage loan (without taking into account any closing costs that may be financed by the new mortgage loan) is equal to or less than the Loan-to-Value Ratio of the first mortgage loan to be replaced (for purposes of calculating the Loan-to-Value Ratio, the Valuation of the Mortgaged Property will be measured by the lesser of (A) the Valuation of the Mortgaged Property as of the Cut-off Date and (B) the Valuation of the Mortgaged Property as of the date of the refinancing referenced in clause (i)) or (bB) the Combined Loan-to-Value Ratio of the new mortgage loan (without taking into account any closing costs that may be financed by the new mortgage loan) and the existing Mortgage Loan is equal to less than 70% (for purposes of calculating the Combined Loan-to-Value Ratio, the Valuation of the Mortgaged Property will be measured as the lesser of (A) the Valuation of the Mortgage Loan as of the Cut-off Date and (B) the Valuation of the Mortgage Loan as of the date of the refinancing referenced in clause (i)). The aggregate Asset Balance of all the Mortgage Loans with respect to which the senior lien may be so modified may not exceed 50% of the Original Note Principal Balance. The Master Servicer may also, without approval from the Rating Agencies or the Credit Enhancer, increase the Credit Limits Limit on any Mortgage Loans Loan at any time if (iiii) a new appraisals are appraisal is obtained and the weighted average Combined Loan-to-Value Ratios Ratio of the Mortgage Loans Loan after giving effect to the increase are is less than or equal to the weighted average Combined Loan-to-Value Ratios Ratio of the Mortgage Loans Loan as of the Cut-off Date andDate (iiiv) the increases are increase is consistent with the Master Servicer's underwriting policies, and (v) either: (A) the Credit Line Agreement allows the mortgagee to unilaterally increase the Credit Limit; (B) the Credit Limit increase is made within 90 days of the Cut-off Date, or (C) the Sponsor purchases the Mortgage Loan from the Trust in the manner described below for rate reduction loans. In addition, the Master Servicer may increase the Credit Limits on Mortgage Loans having aggregate Asset Balances of up to an additional 5.0% of the Original Note Principal BalanceBalance at any time, if (i) the increase does not cause the Combined Loan-to-Value Ratio of the Mortgage Loans in the related Loan Group to exceed 100%, (ii) the increase in the Credit Limit of a Mortgage Loan does not cause the Combined Loan-to-Value Ratio of the Mortgage Loan to exceed 100%, (iii) the increase in the Credit Limit of a Mortgage Loan does not cause the Combined Loan-to-Value Ratio of the Mortgage Loan to increase by more than 25% (for example, a Combined Loan-to-Value Ratio of 50% can be increased to 75%, a Combined Loan-to-Value Ratio of 60% can be increased to 85%, and so forth), (iv) the increase is consistent with the Master Servicer's underwriting policies, and (v) either: (A) the Credit Line Agreement allows the mortgagee to unilaterally increase the Credit Limit; (B) the Credit Limit increase is made within 90 days of the Cut-off Date, or (C) the Sponsor purchases the Mortgage Loan from the Trust in the manner described below for rate reduction loans. Furthermore, the Sponsor, without prior approval from the Rating Agencies or the Credit Enhancer, may solicit mortgagors for a reduction in Loan Rates. The Loan Rates of Mortgage Loans in a Loan Group having Asset Balances at the time of the proposed modification that aggregate over time not more than 5.0% of the related Original Note Principal Balance may be subject to reduction. If a mortgagor notifies the Sponsor or the Master Servicer that it wants a reduction in Loan Rate, the Sponsor shall purchase the Mortgage Loan from the Trust as described below. Effective immediately on the same Business Day on which the Sponsor delivers the Purchase Price for the relevant Mortgage Loan to the Master Servicer, all interest of the Trust in the relevant Mortgage Loan shall automatically be transferred and assigned to the Sponsor and all benefits and burdens of ownership of the relevant Mortgage Loan, including the right to accrued interest on it from the date of purchase and the risk of default on the Mortgage Loan, shall pass to the Sponsor. The Master Servicer shall promptly deliver to the Indenture Trustee a certification signed by a Servicing Officer to the effect that all of the requirements for a purchase of a Mortgage Loan in connection with a request by a mortgagor for a reduction in Loan Rate have been satisfied with respect to the relevant Mortgage Loan. The Sponsor shall deliver the Purchase Price for the relevant Mortgage Loan to the Master Servicer promptly after a mortgagor notifies the Sponsor or the Master Servicer that it wants a reduction in Loan Rate, and the Master Servicer shall deposit the Purchase Price for the modified Mortgage Loan in the Collection Account pursuant to Section 3.02 within one Business Day after its receipt of the Purchase Price for the modified Mortgage Loan. Upon receipt by the Indenture Trustee of written notification of the deposit signed by a Servicing Officer, the Indenture Trustee shall release to the Sponsor the related Mortgage File and shall execute and deliver any instruments of transfer or assignment delivered to it for execution and reasonably acceptable to it, in each case without recourse, representation, or warranty, necessary to release the Mortgage Loan from the lien of the Indenture and vest in the Sponsor the Mortgage Loan previously transferred and assigned pursuant to this provision. The certification and written notification of the deposit each from a Servicing Officer may be delivered to the Indenture Trustee electronically, and to the extent the transmission originates on its face from a Servicing Officer, need not be manually signed. In addition, the Master Servicer may agree to changes in the terms of a Mortgage Loan (other than changes referred to above in this Section) at the request of the mortgagor at any time if the changes o do not materially and adversely affect the interests of the Secured Parties or the Holders of the Class C Certificates, o are consistent with prudent and customary business practice as evidenced by a certificate signed by a Servicing Officer delivered to the Indenture Trustee and the Credit Enhancer, and o the Master Servicer has received an Opinion of Counsel to the effect that such action will not cause any REMIC created under the Trust Agreement to fail to qualify as a REMIC or result in the imposition of any tax under Section 860F(a) or Section 860G of the Code. In addition, the Master Servicer may solicit mortgagors to change any other terms of the related Mortgage Loans at any time if the changes (i) do not materially and adversely affect the interests of the Noteholders, the Transferor, or the Credit Enhancer (ii) are consistent with prudent and customary business practice as evidenced by a certificate signed by a Servicing Officer delivered to the Indenture Trustee and the Credit Enhancer and (iii) the Master Servicer has received an Opinion of Counsel to the effect that such action will not cause any REMIC created under the Trust Agreement to fail to qualify as a REMIC or result in the imposition of any tax under Section 860F(a) or Section 860G of the Code.. Nothing in this Agreement shall limit the right of the Master Servicer to solicit mortgagors with respect to new loans (including mortgage loans) that are not Mortgage Loans. The Master Servicer may register any Mortgage Loan on the MERS(R) System, or cause the removal from registration of any Mortgage Loan on the MERS(R) System, and execute and deliver, on behalf of the Owner Trustee, any instruments of assignment and other comparable instruments with respect to the assignment or re-recording of a mortgage in the name of MERS, solely as nominee for the Owner Trustee and its successors and assigns. For so long as any Mortgage Loan is registered on the MERS(R) System, the Master Servicer shall maintain in good standing its membership in MERS and shall comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS. If any Mortgage Loans are registered on the MERS(R) System, the Master Servicer may cause MERS to execute and deliver an assignment of mortgage in recordable form to transfer any of the Mortgage Loans registered on the MERS(R) System from MERS to the Owner Trustee. The Master Servicer shall promptly notify MERS of any transfer of beneficial ownership or release of any Security Interest in any MOM Loan. The relationship of the Master Servicer to the Trust and the Indenture Trustee under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner, or agent of the Trust or the Indenture Trustee.

The Master Servicer. (a) The Master Servicer shall service and administer the Mortgage Loans in a manner consistent with the terms of this Agreement and with general industry practice and shall have full power and authority, acting alone or through a subservicer, (i) o to execute and deliver, on behalf of the NoteholdersSecured Parties, the Trust, and the Indenture Trustee, customary consents or waivers and other instruments and documents, (ii) o to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) o to collect any Insurance Proceeds Proceeds, Charged-off Mortgage Loan Proceeds, and other Liquidation Proceeds, and (iv) o to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan. The Master Servicer shall remain responsible to the parties to this Agreement and the Credit Enhancer for its obligations under this Agreement. Any amounts received by any subservicer on a Mortgage Loan shall be considered to have been received by the Master Servicer whether or not actually received by it. Without limiting the generality of the foregoing, the Master Servicer may execute and deliver, on behalf of itself, the Noteholders, and the Indenture Trustee, or any of them, any instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Properties, in each case to the extent not inconsistent with this Agreement. Notwithstanding anything herein to the contrary, the Master Servicer shall not make or permit any modification, waiver, or amendment of any term of any Mortgage Loan that would cause any REMIC created under the Trust Agreement to fail to qualify as a REMIC or result in the imposition of any tax under Section 860F(a) or Section 860G of the Code. At the request of a Servicing Officer, the Indenture Trustee shall furnish the Master Servicer with any powers of attorney and other documents appropriate to enable the Master Servicer to carry out its servicing and administrative duties under this Agreement. . (b) The Master Servicer in this capacity may also consent to the placing of a lien senior to that of any mortgage on the related Mortgaged Property, if (i1) the new senior lien secures a mortgage loan that refinances an existing first mortgage loan loan; and (ii2) either (aA) the Loan-to-Value Ratio of the new senior mortgage loan (without taking into account any closing costs that may be financed by the new mortgage loan) is equal to or less than the Loan-to-Value Ratio of the first mortgage loan to be replaced (for purposes of calculating the Loan-to-Value Ratio, the Valuation of the Mortgaged Property will be measured by the lesser of (A) the Valuation of the Mortgaged Property as of the Cut-off Date and (B) the Valuation of the Mortgaged Property as of the date of the refinancing referenced in clause (i1)) or (bB) the Combined Loan-to-Value Ratio of the new mortgage loan (without taking into account any closing costs that may be financed by the new mortgage loan) and the existing Mortgage Loan is equal to less than 70% (for purposes of calculating the Combined Loan-to-Value Ratio, the Valuation of the Mortgaged Property will be measured as the lesser of (A) the Valuation of the Mortgage Loan as of the Cut-off Date and (B) the Valuation of the Mortgage Loan as of the date of the refinancing referenced in clause (i1)). The aggregate Asset Balance of all the Mortgage Loans with respect to which the senior lien may be so modified may not exceed 50% of the Original Note Principal Balance. . (c) The Master Servicer may also, without approval from the Rating Agencies or the Credit Enhancer, increase the Credit Limits Limit on any Mortgage Loans Loan at any time if (i1) a new appraisals are appraisal is obtained and the weighted average Combined Loan-to-Value Ratios Ratio of the Mortgage Loans Loan after giving effect to the increase are is less than or equal to the weighted average Combined Loan-to-Value Ratios Ratio of the Mortgage Loans Loan as of the Cut-off Date andDate, (ii2) the increases are consistent with the Master Servicer's underwriting policies. , and (3) either: (A) the Credit Line Agreement allows the mortgagee to unilaterally increase the Credit Limit; (B) the Credit Limit increase is made within 90 days of the Cut-off Date; or (C) the Sponsor purchases the Mortgage Loan from the Trust in the manner described below for rate reduction loans. (d) In addition, the Master Servicer may increase the Credit Limits on Mortgage Loans having aggregate Asset Balances of up to an additional 5.0% of the Original Note Principal BalanceBalance at any time, if (1) the increase does not cause the Combined Loan-to-Value Ratio of the Mortgage Loans to exceed 100% or the Loan-to-Value of the particular mortgage loan to exceed 100%, (2) the increase in the Credit Limit of a Mortgage Loan does not cause the Combined Loan-to-Value Ratio of the Mortgage Loan to exceed 100%, (3) the increase in the Credit Limit of a Mortgage Loan does not cause the Combined Loan-to-Value Ratio of the Mortgage Loan to increase by more than 25% (for example, a Combined Loan-to-Value Ratio of 50% can be increased to 75%, a Combined Loan-to-Value Ratio of 60% can be increased to 85%, and so forth), (4) the increase is consistent with the Master Servicer's underwriting policies, and (5) either: (A) the Credit Line Agreement allows the mortgagee to unilaterally increase the Credit Limit; (B) the Credit Limit increase is made within 90 days of the Cut-off Date, or (C) the Sponsor purchases the Mortgage Loan from the Trust in the manner described below for rate reduction loans. (e) Furthermore, the Sponsor, without prior approval from the Rating Agencies or the Credit Enhancer, may solicit mortgagors for a reduction in Loan Rates. The Loan Rates of Mortgage Loans having Asset Balances at the time of the proposed modification that aggregate over time not more than 5.0% of the related Original Note Principal Balance may be subject to reduction. If a mortgagor notifies the Sponsor or the Master Servicer that it wants a reduction in Loan Rate, the Sponsor shall purchase the Mortgage Loan from the Trust as described below. Effective immediately on the same Business Day on which the Sponsor delivers the Purchase Price for the relevant Mortgage Loan to the Master Servicer, all interest of the Trust in the relevant Mortgage Loan shall automatically be transferred and assigned to the Sponsor and all benefits and burdens of ownership of the relevant Mortgage Loan, including the right to accrued interest on it from the date of purchase and the risk of default on the Mortgage Loan, shall pass to the Sponsor. The Master Servicer shall promptly deliver to the Indenture Trustee a certification signed by a Servicing Officer to the effect that all of the requirements for a purchase of a Mortgage Loan in connection with a request by a mortgagor for a reduction in Loan Rate have been satisfied with respect to the relevant Mortgage Loan. The Sponsor shall deliver the Purchase Price for the relevant Mortgage Loan to the Master Servicer promptly after a mortgagor notifies the Sponsor or the Master Servicer that it wants a reduction in Loan Rate, and the Master Servicer shall deposit the Purchase Price for the modified Mortgage Loan in the Collection Account pursuant to Section 3.02 within one Business Day after its receipt of the Purchase Price for the modified Mortgage Loan. Upon receipt by the Indenture Trustee of written notification of the deposit signed by a Servicing Officer, the Indenture Trustee shall release to the Sponsor the related Mortgage File and shall execute and deliver any instruments of transfer or assignment delivered to it for execution and reasonably acceptable to it, in each case without recourse, representation, or warranty, necessary to release the Mortgage Loan from the lien of the Indenture and vest in the Sponsor the Mortgage Loan previously transferred and assigned pursuant to this provision. The certification and written notification of the deposit each from a Servicing Officer may be delivered to the Indenture Trustee electronically, and to the extent the transmission originates on its face from a Servicing Officer, need not be manually signed. (f) In addition, the Master Servicer may agree to changes in the terms of a Mortgage Loan (other than changes referred to above in this Section) at the request of the mortgagor at any time if the changes o do not materially and adversely affect the interests of the Secured Parties or the Holders of the Class C Certificates, o are consistent with prudent and customary business practice as evidenced by a certificate signed by a Servicing Officer delivered to the Indenture Trustee and the Credit Enhancer, o do not extend the maturity date of the Mortgage Loan beyond the final maturity date of the Notes, and o the Master Servicer has received an Opinion of Counsel to the effect that such action will not cause any REMIC created under the Trust Agreement to fail to qualify as a REMIC or result in the imposition of any tax under Section 860F(a) or Section 860G of the Code. (g) In addition, the Master Servicer may solicit mortgagors to change any other terms of the related Mortgage Loans at any time if the changes (i) do not materially and adversely affect the interests of the Noteholders, the Transferor, or the Credit Enhancer (ii) are consistent with prudent and customary business practice as evidenced by a certificate signed by a Servicing Officer delivered to the Indenture Trustee and the Credit Enhancer, and (iii) the Master Servicer has received an Opinion of Counsel to the effect that such action will not cause any REMIC created under the Trust Agreement to fail to qualify as a REMIC or result in the imposition of any tax under Section 860F(a) or Section 860G of the Code. Nothing in this Agreement shall limit the right of the Master Servicer to solicit mortgagors with respect to new loans (including mortgage loans) that are not Mortgage Loans. (h) The Master Servicer may register any Mortgage Loan on the MERS(R) System, or cause the removal from registration of any Mortgage Loan on the MERS(R) System, and execute and deliver, on behalf of the Owner Trustee, any instruments of assignment and other comparable instruments with respect to the assignment or re-recording of a mortgage in the name of MERS, solely as nominee for the Owner Trustee and its successors and assigns. For so long as any Mortgage Loan is registered on the MERS(R) System, the Master Servicer shall maintain in good standing its membership in MERS and shall comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS. If any Mortgage Loans are registered on the MERS(R) System, the Master Servicer may cause MERS to execute and deliver an assignment of mortgage in recordable form to transfer any of the Mortgage Loans registered on the MERS(R) System from MERS to the Owner Trustee. The Master Servicer shall promptly notify MERS of any transfer of beneficial ownership or release of any Security Interest in any MOM Loan. (i) If the rights and obligations of the Master Servicer are terminated under this Agreement, any successor to the Master Servicer in its sole discretion may terminate the existing subservicer arrangements with any subservicer or assume the terminated Master Servicer's rights under those subservicing arrangements to the extent permitted by applicable law and the subservicing agreements. (j) The Sponsor agrees to indemnify the Trust against any liability for any prohibited transaction taxes and any related interest, additions, and penalties imposed on the Trust as a result of any modification of a Mortgage Loan effected pursuant to this Section, the holding of any Mortgage Loan modified pursuant to this Section by the Trust, any purchase of a modified Mortgage Loan by the Sponsor pursuant to this Section, or the removal of any Mortgage Loan pursuant to Section 2.06 (but such obligation shall not prevent the Sponsor or any other appropriate person from in good faith contesting any such tax in appropriate proceedings and shall not prevent the Sponsor from withholding payment of the tax, if permitted by law, pending the outcome of the proceedings). The Sponsor shall have no right of reimbursement for any amount paid pursuant to the foregoing indemnification, except to the extent that the amount of any tax, interest, and penalties, together with interest thereon, is refunded to the Trust or the Sponsor.

The Master Servicer. The Master Servicer shall service and administer the Mortgage Loans in a manner consistent with the terms of this Agreement and with general industry practice and shall have full power and authority, acting alone or through a subservicer, (i) o to execute and deliver, on behalf of the NoteholdersSecured Parties, the Trust, and the Indenture Trustee, customary consents or waivers and other instruments and documents, (ii) o to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) o to collect any Insurance Proceeds and other Liquidation Proceeds, and (iv) o to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan. The Master Servicer shall remain responsible to the parties to this Agreement and the Credit Enhancer for its obligations under this Agreement. Any amounts received by any subservicer on a Mortgage Loan shall be considered to have been received by the Master Servicer whether or not actually received by it. Without limiting the generality of the foregoing, the Master Servicer may execute and deliver, on behalf of itself, the Noteholders, and the Indenture Trustee, or any of them, any instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Properties, in each case to the extent not inconsistent with this Agreement. Notwithstanding anything herein to the contrary, the Master Servicer shall not make or permit any modification, waiver, or amendment of any term of any Mortgage Loan that would cause any REMIC created under the Trust Agreement to fail to qualify as a REMIC or result in the imposition of any tax under Section 860F(a) or Section 860G of the Code. At the request of a Servicing Officer, the Indenture Trustee shall furnish the Master Servicer with any powers of attorney and other documents appropriate to enable the Master Servicer to carry out its servicing and administrative duties under this Agreement. The Master Servicer in this capacity may also consent to the placing of a lien senior to that of any mortgage on the related Mortgaged Property, if (i) the new senior lien secures a mortgage loan that refinances an existing first mortgage loan loan; and (ii) either (aA) the Loan-to-Value Ratio of the new mortgage loan (without taking into account any closing costs that may be financed by the new mortgage loan) is equal to or less than the Loan-to-Value Ratio of the first mortgage loan to be replaced (for purposes of calculating the Loan-to-Value Ratio, the Valuation of the Mortgaged Property will be measured by the lesser of (A) the Valuation of the Mortgaged Property as of the Cut-off Date and (B) the Valuation of the Mortgaged Property as of the date of the refinancing referenced in clause (i)) or (bB) the Combined Loan-to-Value Ratio of the new mortgage loan (without taking into account any closing costs that may be financed by the new mortgage loan) and the existing Mortgage Loan is equal to less than 70% (for purposes of calculating the Combined Loan-to-Value Ratio, the Valuation of the Mortgaged Property will be measured as the lesser of (A) the Valuation of the Mortgage Loan as of the Cut-off Date and (B) the Valuation of the Mortgage Loan as of the date of the refinancing referenced in clause (i)). The aggregate Asset Balance of all the Mortgage Loans with respect to which the senior lien may be so modified may not exceed 50% of the Original Note Principal Balance. The Master Servicer may also, without approval from the Rating Agencies or the Credit Enhancer, increase the Credit Limits Limit on any Mortgage Loans Loan at any time if (i) a new appraisals are appraisal is obtained and the weighted average Combined Loan-to-Value Ratios Ratio of the Mortgage Loans Loan after giving effect to the increase are is less than or equal to the weighted average Combined Loan-to-Value Ratios Ratio of the Mortgage Loans Loan as of the Cut-off Date andDate (ii) the increases are increase is consistent with the Master Servicer's underwriting policies, and (iii) either: (A) the Credit Line Agreement allows the mortgagee to unilaterally increase the Credit Limit; (B) the Credit Limit increase is made within 90 days of the Cut-off Date, or (C) the Sponsor purchases the Mortgage Loan from the Trust in the manner described below for rate reduction loans. In addition, the Master Servicer may increase the Credit Limits on Mortgage Loans having aggregate Asset Balances of up to an additional 5.0% of the Original Note Principal BalanceBalance at any time, if (i) the increase does not cause the Loan-to-Value Ratio of the Mortgage Loans to exceed 100%, (ii) the increase in the Credit Limit of a Mortgage Loan does not cause the Combined Loan-to-Value Ratio of the Mortgage Loan to exceed 100%, (iii) the increase in the Credit Limit of a Mortgage Loan does not cause the Combined Loan-to-Value Ratio of the Mortgage Loan to increase by more than 25% (for example, a Combined Loan-to-Value Ratio of 50% can be increased to 75%, a Combined Loan-to-Value Ratio of 60% can be increased to 85%, and so forth), (iv) the increase is consistent with the Master Servicer's underwriting policies, and (v) either: (A) the Credit Line Agreement allows the mortgagee to unilaterally increase the Credit Limit; (B) the Credit Limit increase is made within 90 days of the Cut-off Date, or (C) the Sponsor purchases the Mortgage Loan from the Trust in the manner described below for rate reduction loans. Furthermore, the Sponsor, without prior approval from the Rating Agencies or the Credit Enhancer, may solicit mortgagors for a reduction in Loan Rates. The Loan Rates of Mortgage Loans in a Loan Group having Asset Balances at the time of the proposed modification that aggregate over time not more than 5.0% of the related Original Note Principal Balance may be subject to reduction. If a mortgagor notifies the Sponsor or the Master Servicer that it wants a reduction in Loan Rate, the Sponsor shall purchase the Mortgage Loan from the Trust as described below. Effective immediately on the same Business Day on which the Sponsor delivers the Purchase Price for the relevant Mortgage Loan to the Master Servicer, all interest of the Trust in the relevant Mortgage Loan shall automatically be transferred and assigned to the Sponsor and all benefits and burdens of ownership of the relevant Mortgage Loan, including the right to accrued interest on it from the date of purchase and the risk of default on the Mortgage Loan, shall pass to the Sponsor. The Master Servicer shall promptly deliver to the Indenture Trustee a certification signed by a Servicing Officer to the effect that all of the requirements for a purchase of a Mortgage Loan in connection with a request by a mortgagor for a reduction in Loan Rate have been satisfied with respect to the relevant Mortgage Loan. The Sponsor shall deliver the Purchase Price for the relevant Mortgage Loan to the Master Servicer promptly after a mortgagor notifies the Sponsor or the Master Servicer that it wants a reduction in Loan Rate, and the Master Servicer shall deposit the Purchase Price for the modified Mortgage Loan in the Collection Account pursuant to Section 3.02 within one Business Day after its receipt of the Purchase Price for the modified Mortgage Loan. Upon receipt by the Indenture Trustee of written notification of the deposit signed by a Servicing Officer, the Indenture Trustee shall release to the Sponsor the related Mortgage File and shall execute and deliver any instruments of transfer or assignment delivered to it for execution and reasonably acceptable to it, in each case without recourse, representation, or warranty, necessary to release the Mortgage Loan from the lien of the Indenture and vest in the Sponsor the Mortgage Loan previously transferred and assigned pursuant to this provision. The certification and written notification of the deposit each from a Servicing Officer may be delivered to the Indenture Trustee electronically, and to the extent the transmission originates on its face from a Servicing Officer, need not be manually signed. In addition, the Master Servicer may agree to changes in the terms of a Mortgage Loan (other than changes referred to above in this Section) at the request of the mortgagor at any time if the changes o do not materially and adversely affect the interests of the Secured Parties or the Holders of the Class C Certificates, o are consistent with prudent and customary business practice as evidenced by a certificate signed by a Servicing Officer delivered to the Indenture Trustee and the Credit Enhancer, and o the Master Servicer has received an Opinion of Counsel to the effect that such action will not cause any REMIC created under the Trust Agreement to fail to qualify as a REMIC or result in the imposition of any tax under Section 860F(a) or Section 860G of the Code. In addition, the Master Servicer may solicit mortgagors to change any other terms of the related Mortgage Loans at any time if the changes (i) do not materially and adversely affect the interests of the Noteholders, the Transferor, or the Credit Enhancer (ii) are consistent with prudent and customary business practice as evidenced by a certificate signed by a Servicing Officer delivered to the Indenture Trustee and the Credit Enhancer and (iii) the Master Servicer has received an Opinion of Counsel to the effect that such action will not cause any REMIC created under the Trust Agreement to fail to qualify as a REMIC or result in the imposition of any tax under Section 860F(a) or Section 860G of the Code.. Nothing in this Agreement shall limit the right of the Master Servicer to solicit mortgagors with respect to new loans (including mortgage loans) that are not Mortgage Loans. The Master Servicer may register any Mortgage Loan on the MERS(R) System, or cause the removal from registration of any Mortgage Loan on the MERS(R) System, and execute and deliver, on behalf of the Owner Trustee, any instruments of assignment and other comparable instruments with respect to the assignment or re-recording of a mortgage in the name of MERS, solely as nominee for the Owner Trustee and its successors and assigns. For so long as any Mortgage Loan is registered on the MERS(R) System, the Master Servicer shall maintain in good standing its membership in MERS and shall comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS. If any Mortgage Loans are registered on the MERS(R) System, the Master Servicer may cause MERS to execute and deliver an assignment of mortgage in recordable form to transfer any of the Mortgage Loans registered on the MERS(R) System from MERS to the Owner Trustee. The Master Servicer shall promptly notify MERS of any transfer of beneficial ownership or release of any Security Interest in any MOM Loan. The relationship of the Master Servicer to the Trust and the Indenture Trustee under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner, or agent of the Trust or the Indenture Trustee.

The Master Servicer. Beneficial is hereby appointed as Master Servicer hereunder. The Master Servicer shall, or shall cause the related Subservicer to, service and administer the Mortgage ___________ Loans in a manner consistent with the terms of this Agreement and with general industry practice and shall have full power and authority, acting alone or through a subservicersuch Subservicer, (i) to execute do any and deliver, on behalf of the Noteholders, the Trust, all things in connection with such servicing and the Indenture Trustee, customary consents administration that it may deem necessary or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds and other Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan. The Master Servicer shall remain responsible to the parties to this Agreement and the Credit Enhancer for its obligations under this Agreementdesirable. Any amounts received by any subservicer on Subservicer in respect of a Mortgage ___________ Loan shall be considered deemed to have been received by the Master Servicer whether or not actually received by it. Without limiting the generality of the foregoing, the Master Servicer may shall continue, and is hereby authorized and empowered by the Indenture Trustee, to execute and deliver, deliver on behalf of itself, the Noteholders, Securityholders and the Indenture Trustee, Trustee or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, discharge and all other comparable instruments, with respect to the Mortgage ___________ Loans and with respect to the Mortgaged Properties. The Indenture Trustee shall, in each case to the extent not inconsistent with this Agreement. At the upon written request of a Servicing Officer, the Indenture Trustee shall furnish the Master Servicer with any powers of attorney and other documents as are reasonably necessary or appropriate to enable the Master Servicer to carry out its servicing and administrative duties under this Agreementhereunder. In connection with the servicing and administration of the ___________ Loans, the Master Servicer shall not, and shall not permit any Subservicer to, consent to an increase in the Credit Limit specified in any Loan Agreement unless (i) the Master Servicer or such Subservicer and such Mortgagor execute a new Loan Agreement providing for such increase and (ii) the Master Servicer, not later than (x) the Business Day immediately preceding the Payment Date applicable to the Collection Period during which a new Loan Agreement was executed or (y) in the event the Master Servicer is not entitled to retain and commingle with its own funds amounts referred to in Section 3.02(c), not later than the second Business Day following the date on which such new Loan Agreement was executed, deposit in the Collection Account the amount necessary (including any accrued and unpaid interest) to prepay in full on behalf of the Mortgagor the Trust Balance of the related ___________ Loan. Upon making any such deposit the Master Servicer shall be entitled to receive an instrument of assignment or transfer from the Indenture Trustee. The Master Servicer and each Subservicer may consent to the placing of a lien or liens junior to that of the Mortgage on the related Mortgaged Property so long as the total of the principal amounts of any first lien loan, the Credit Limit and the combined principal balances secured by any such junior lien loan or loans does not exceed ___%, if such Mortgage is a second deed of trust or mortgage, and ___%, if such Mortgage is a first deed of trust or mortgage, of the Appraised Value of the Mortgaged Property as specified in this capacity an appraisal made by or on behalf of the Master Servicer at the time of and in connection with such consent. The Master Servicer and each Subservicer may also consent to the placing of a lien or liens senior to that of any mortgage the Mortgage on the related Mortgaged Property, if (i) the new senior lien secures a mortgage loan that refinances an existing first mortgage loan and (ii) either (a) the Loan-to-Value Ratio of the new mortgage loan (without taking into account any closing costs that may be financed by the new mortgage loan) is equal to or less than the Loan-to-Value Ratio of the first mortgage loan to be replaced (for purposes of calculating the Loan-to-Value Ratio, the Valuation of the Mortgaged Property will be measured by the lesser of (A) the Valuation of the Mortgaged Property so long as of the Cut-off Date and (B) the Valuation of the Mortgaged Property as of the date of the refinancing referenced in clause (i)) or (b) the Combined Loan-to-Value Ratio of such ___________ Loan following the new mortgage loan (without taking into account any closing costs that may be financed by the new mortgage loan) and the existing Mortgage Loan placement of such lien or liens is equal to or less than 70% (for purposes of calculating the Combined Loan-to-to- Value Ratio, the Valuation Ratio of the Mortgaged Property will be measured as the lesser of (A) the Valuation of the Mortgage such ____________ Loan as of the Cut-off Date and (B) the Valuation of the Mortgage Loan as of the date of the refinancing referenced in clause (i))at origination. The aggregate Asset Balance relationship of all the Mortgage Loans with respect to which the senior lien may be so modified may not exceed 50% of the Original Note Principal Balance. The Master Servicer may also, without approval from the Rating Agencies or the Credit Enhancer, increase the Credit Limits on Mortgage Loans if (i) new appraisals are obtained and the weighted average Combined Loan-to-Value Ratios of the Mortgage Loans after giving effect to the increase are less than or equal to the weighted average Combined Loan-to-Value Ratios of the Mortgage Loans as of the Cut-off Date and (ii) the increases are consistent with the Master Servicer's underwriting policies. In addition, the Master Servicer may increase (and of any successor to the Credit Limits on Mortgage Loans having aggregate Asset Balances Master Servicer as servicer under this Agreement) to the Indenture Trustee under this Agreement is intended by the parties to be that of up to an additional 5.0% independent contractor and not that of the Original Note Principal Balancea joint venturer, ifpartner or agent.

The Master Servicer. (a) The Master Servicer shall service and administer the Mortgage Loans in a manner consistent with the terms of this Agreement and with general industry practice the Servicing Standard and shall have full power and authority, acting alone or through a subservicer, (i) to execute do any and deliverall things in connection with such servicing and administration which it may deem necessary or desirable, on behalf of it being understood, however, that the Noteholders, the Trust, and the Indenture Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds and other Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan. The Master Servicer shall at all times remain responsible to the parties to this Agreement Trustee and the Certificateholders [and the Credit Enhancer Enhancer] for the performance of its duties and obligations under this Agreementhereunder in accordance with the terms hereof. Any amounts received by any subservicer on in respect of a Mortgage Loan shall be considered deemed to have been received by the Master Servicer whether or not actually received by it. Without limiting the generality of the foregoing, the Master Servicer may shall continue, and is hereby authorized and empowered by the Trustee, to execute and deliver, on behalf of itself, the Noteholders, Certificateholders and the Indenture Trustee, or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, discharge and all other comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Properties. The Trustee shall, in each case to upon the extent not inconsistent with this Agreement. At the written request of a Servicing Officer, the Indenture Trustee shall furnish the Master Servicer with any powers of attorney and other documents necessary or appropriate to enable the Master Servicer to carry out its servicing and administrative duties under this Agreementhereunder. The Master Servicer in this such capacity may also consent to the placing of a lien senior to that of any mortgage Mortgage on the related Mortgaged Property, if provided that (i) the new senior lien secures a mortgage loan that refinances an existing first mortgage loan and and (ii) either (a) the Loan-to-Value Ratio of the new mortgage loan (without taking into account any closing costs that may be financed by the such new mortgage loan) is equal to or less than the Loan-to-to- Value Ratio of the first mortgage loan to be replaced (for purposes of calculating the Loan-to-Value Ratio, the Valuation of the Mortgaged Property will be measured by the lesser of (A) the Valuation of the Mortgaged Property as of the Cut-off Date and (B) Date; provided that the Valuation of the Mortgaged Property as of the date of the refinancing referenced in clause (i)) or (b) the Combined Loan-to-Value Ratio of the new mortgage loan (without taking into account any closing costs that may be financed by the new mortgage loan) and the existing Mortgage Loan is equal to less than 70% (for purposes of calculating the Combined Loan-to-Value Ratio, the Valuation of the Mortgaged Property will be measured as the lesser of (A) the Valuation of the Mortgage Loan as of the Cut-off Date and (B) the Valuation of the Mortgage Loan as of the date of the refinancing referenced in clause (i)). The aggregate Asset Balance of all the such Mortgage Loans with respect to which the senior lien may be so modified may shall not exceed 5010% of the Original Note Principal BalanceCut-off Date Pool Balance (such 10% herein referred to as the "Increased Senior Lien Limitation"). [The Master Servicer may also, without prior approval from the Rating Agencies [or the Credit Enhancer], increase the Credit Limits on Mortgage Loans if provided that (i) new appraisals are obtained and the weighted average Combined Loan-to-Value Ratios of the Mortgage Loans after giving effect to the such increase are less than or equal to the weighted average Combined Loan-to-Value Ratios of or the Mortgage Loans as of the Cut-off Date and and (ii) the such increases are consistent with the Master Servicer's underwriting policies. In addition, the Master Servicer may (i) increase the Credit Limits on Mortgage Loans having aggregate Asset Balances of up to an additional 5.0[___]% of the Original Note Principal Cut-off Date Pool Balance, ifprovided that (x) the increase in the Credit Limit of a Mortgage Loan does not cause the Combined Loan-to- Value Ratio of such Mortgage Loan to exceed [__]%, (y) the increase in the Credit Limit of a Mortgage Loan does not cause the Combined Loan-to-Value Ratio of such Mortgage Loan to increase by more than [__]% (for example, a Combined Loan-to- Value Ratio of [__]% can be increased to [__]%, a Combined Loan-to- Value Ratio of [__]% can be increased to [__]%, and so forth) and (z) the increase is consistent with the Master Servicer's underwriting policies and (ii) increase the Credit Limits on the Mortgage Loans having aggregate Asset Balances of up to an additional [__]% of the Cut-off Date Pool Balance, provided that (x) the increase in the Credit Limit of a Mortgage Loan does not cause the Combined Loan-to-Value Ratio of such Mortgage Loan to exceed [__]%, (y) the increase in the Credit Limit of a Mortgage Loan does not cause the Combined Loan-to-Value Ratio of such Mortgage Loan to increase by more than [__]% (for example, a Combined Loan-to-Value Ratio of [__]% can be increased to [__]%, a Combined Loan-to-Value Ratio of [__]% can be increased to [__]%, and so forth) and (z) the increase is consistent with the Master Servicer's underwriting policies.] [Furthermore, the Master Servicer may, without prior approval from the Rating Agencies [and the Credit Enhancer] solicit Mortgagors for a reduction in Loan Rates; provided that the Master Servicer can only reduce such Loan Rates on up to 10% of the Mortgage Loans by Cut-off Date Pool Balance. Any such solicitations shall not result in a reduction in the weighted average Gross Margin of the Mortgage Loans in the pool by more than [__] basis points taking into account any such prior reductions.] In addition, the Master Servicer may agree to changes in the terms of a Mortgage Loan at the request of the Mortgagor provided that such changes (i) do not materially and adversely affect the interests of Certificateholders [or the Credit Enhancer] and (ii) are consistent with prudent and customary business practice as evidenced by a certificate signed by a Servicing Officer delivered to the Trustee and the Credit Enhancer. [In addition to the foregoing, the Master Servicer may solicit Mortgagors to change any other terms of the related Mortgage Loans, provided that such changes (i) do not materially and adversely affect the interest of Certificateholders [or the Credit Enhancer] and (ii) are consistent with the Servicing Standard. Nothing herein shall limit the right of the Master Servicer to solicit Mortgagors with respect to new loans (including mortgage loans) that are not Mortgage Loans.] The relationship of the Master Servicer (and of any successor to the Master Servicer as master servicer under this Agreement) to the Trustee under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent. (b) In the event that the rights, duties and obligations of the Master Servicer are terminated hereunder, any successor to the Master Servicer in its sole discretion may, to the extent permitted by applicable law, terminate the existing subservicer arrangements with any subservicer or assume the terminated Master Servicer's rights under such subservicing arrangements which termination or assumption will not violate the terms of such arrangements.

The Master Servicer. (a) The Master Servicer shall, or shall cause the Servicers to, service and administer the Mortgage Home Equity Loans in a manner consistent with the terms of this Agreement and with general industry practice and shall have full power and authority, acting alone or through a subservicerthe Servicers, (i) to execute do any and deliverall things in connection with such servicing and administration which it may deem necessary or desirable, on behalf of it being understood, however, that the Noteholders, the Trust, and the Indenture Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds and other Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan. The Master Servicer shall at all times remain responsible to the parties to this Agreement Trustee and the Credit Enhancer Certificateholders for the performance of its duties and obligations under this Agreementhereunder in accordance with the terms hereof. Any amounts received by any subservicer on the related Servicer in respect of a Mortgage Home Equity Loan shall be considered deemed to have been received by the Master Servicer whether or not actually received by it. Without limiting the generality of the foregoing, the Master Servicer may shall continue, and is hereby authorized and empowered by the Trustee, to execute and deliver, on behalf of itself, the Noteholders, Certificateholders and the Indenture Trustee, Trustee or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, discharge and all other comparable instruments, with respect to the Mortgage Home Equity Loans and with respect to the Mortgaged Properties, in each case to . Upon the extent not inconsistent with this Agreement. At the written request of a Servicing Officerthe Master Servicer, the Indenture Depositor and the Trustee shall furnish the Master Servicer with any powers of attorney and other documents necessary or appropriate to enable the Master Servicer to carry out its servicing and administrative duties under this Agreementhereunder. The Master Servicer in this such capacity may also consent to the placing of a proposed lien senior to that of any mortgage the Mortgage on the related Mortgaged Property, ifprovided that such proposed lien is not secured by a note providing for negative amortization and: (i) the new senior Mortgage relating to the Home Equity Loan was in a first lien secures a mortgage loan that refinances an existing first mortgage loan and (ii) either (a) the Loan-to-Value Ratio of the new mortgage loan (without taking into account any closing costs that may be financed by the new mortgage loan) is equal to or less than the Loan-to-Value Ratio of the first mortgage loan to be replaced (for purposes of calculating the Loan-to-Value Ratio, the Valuation of the Mortgaged Property will be measured by the lesser of (A) the Valuation of the Mortgaged Property position as of the Cut-off Off Date and was in a first lien position immediately prior to the placement of the proposed senior lien, and (Bii) the Valuation ratio of (a) the sum of the Principal Balance of the Home Equity Loan and the principal balance of the mortgage loan to be secured by the proposed senior lien to (b) the Appraised Value of the Mortgaged Property as of at the date of time the refinancing referenced in clause Home Equity Loan was originated is not greater than (i)1) or (b) the Combined Loan-to-Value Ratio of the new mortgage loan (without taking into account any closing costs that may be financed by the new mortgage loan) and the existing Mortgage Loan is equal to less than 70% (for purposes of calculating the Combined Loan-to-Value Ratio, the Valuation of the Mortgaged Property will be measured as the lesser of (A) the Valuation of the Mortgage Loan as of the Cut-off Date and (B) the Valuation of the Mortgage Loan as of the date of the refinancing referenced in clause (i)). The aggregate Asset Balance of all the Mortgage Loans with respect to which the senior lien may be so modified may Home Equity Loans with an original CLTV of 85% or less, 85%, (2) with respect to Home Equity Loans with an original CLTV in excess of 85% and not exceed 50greater than 95%, 95% and (3) with respect to Home Equity Loans with an original CLTV in excess of the Original Note Principal Balance. The Master Servicer may also95% and not greater than 115%, without approval from the Rating Agencies or the Credit Enhancer, increase the Credit Limits on Mortgage Loans if115%. (i) new appraisals are obtained and the weighted average Combined Loan-to-Value Ratios of the Mortgage Loans after giving effect relating to the increase are less than Home Equity Loan was in a first or equal second lien position at the time the related Home Equity Loan was conveyed to the weighted average Combined Loan-to-Value Ratios Trust and, immediately following the placement of such proposed senior lien, such Mortgage will be in a second or, if such Mortgage was in a second lien position at the Mortgage Loans as of time the Cut-off Date and related Home Equity Loan was conveyed to the Trust, a third lien position and (ii) the increases are consistent with the Master Servicer's underwriting policies. In addition, the Master Servicer may increase the Credit Limits on Mortgage Loans having aggregate Asset Balances of up to an additional 5.0% principal balance of the Original Note Principal Balance, ifmortgage loan to be secured by the proposed senior lien and the rate at which interest accrues thereon are no

The Master Servicer. (a) The Master Servicer shall ------------------- service and administer the Mortgage Loans in a manner consistent with the terms of this Agreement and with general industry practice and shall have full power and authority, acting alone or through a subservicer, (i) to execute do any and deliverall things in connection with such servicing and administration which it may deem necessary or desirable, on behalf of it being understood, however, that the Noteholders, the Trust, and the Indenture Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds and other Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan. The Master Servicer shall at all times remain responsible to the parties to this Agreement Trustee, the Certificateholders and the Credit Enhancer for the performance of its duties and obligations under this Agreementhereunder in accordance with the terms hereof. Any amounts received by any subservicer on in respect of a Mortgage Loan shall be considered deemed to have been received by the Master Servicer whether or not actually received by it. Without limiting the generality of the foregoing, the Master Servicer may shall continue, and is hereby authorized and empowered by the Trustee, to execute and deliver, on behalf of itself, the Noteholders, Certificateholders and the Indenture Trustee, or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, discharge and all other comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Properties. The Trustee shall, in each case to upon the extent not inconsistent with this Agreement. At the written request of a Servicing Officer, the Indenture Trustee shall furnish the Master Servicer with any powers of attorney and other documents necessary or appropriate to enable the Master Servicer to carry out its servicing and administrative duties under this Agreementhereunder. The Master Servicer in this such capacity may also consent to the placing of a lien senior to that of any mortgage Mortgage on the related Mortgaged Property, if provided that (i) the new senior lien secures a mortgage loan that refinances an existing first mortgage loan and and (ii) either (a) the Loan-to-Value Ratio of the new mortgage loan (without taking into account any closing costs that may be financed by the such new mortgage loan) is equal to or less than the Loan-to-Value Ratio of the first mortgage loan to be replaced (for purposes of calculating the Loan-to-Value Ratio, the Valuation of the Mortgaged Property will be measured by the lesser of either (A) the Valuation of the Mortgaged Property as of the Cut-off Date and or (B) the Valuation of the Mortgaged Property as of the date of the refinancing referenced in clause (i); provided, however, that the aggregate Asset Balance of such Mortgage Loans with respect to which the senior lien may be modified in accordance with clause (ii)(A) or (b) the Combined Loan-to-Value Ratio shall not exceed 10% of the new mortgage loan (without taking into account any closing costs that may be financed by the new mortgage loan) and the existing Mortgage Loan is equal to less than 70% (for purposes of calculating the Combined Loan-to-Value Ratio, the Valuation of the Mortgaged Property will be measured as the lesser of (A) the Valuation of the Mortgage Loan as of the related Cut-off Date Pool Balance and clause (Bii)(B) the Valuation shall not exceed 40% of the Mortgage Loan as of related Cut-off Date Pool Balance; and provided, further, that the date of the refinancing referenced in clause (i)). The aggregate Asset Balance of all the such Mortgage Loans with respect to which the senior lien may be so modified may shall not exceed 50% of the Original Note Principal Balancerelated Cut-off Date Pool Balance (such 50% herein referred to as the "Increased Senior Lien Limitation"). The Master Servicer may also, without prior approval from the Rating Agencies or the Credit Enhancer, increase the Credit Limits on Mortgage Loans if provided that (i) new appraisals are obtained and the weighted average Combined Loan-to-Value Ratios of the Mortgage Loans after giving effect to the such increase are less than or equal to the weighted average Combined Loan-to-Value Ratios of the Mortgage Loans as of the Cut-off Date and and (ii) the such increases are consistent with the Master Servicer's underwriting policies. In addition, the Master Servicer may (i) increase the Credit Limits on Mortgage Loans having aggregate Asset Balances of up to an additional 5.02.5% of the Original Note Principal Cut-off Date Loan Group Balance, ifprovided that (x) the increase in the Credit Limit of a Mortgage Loan does not cause the Combined Loan-to-Value Ratio of such Mortgage Loan to exceed 90%, (y) the increase in the Credit Limit of a Mortgage Loan does not cause the Combined Loan-to-Value Ratio of such Mortgage Loan to increase by more than 25% (for example, a Combined Loan-to-Value Ratio of 50% can be increased to 75%, a Combined Loan-to-Value Ratio of 60% can be increased to 85%, and so forth) and (z) the increase is consistent with the Master Servicer's underwriting policies and (ii) increase the Credit Limits on the Mortgage Loans having aggregate Asset Balances of up to an additional 2.5% of the Cut-off Date Pool Balance, provided that (x) the increase in the Credit Limit of a Mortgage Loan does not cause the Combined Loan-to-Value Ratio of such Mortgage Loan to exceed 100%, (y) the increase in the Credit Limit of a Mortgage Loan does not cause the Combined Loan-to-Value Ratio of such Mortgage Loan to increase by more than 25% (for example, a Combined Loan-to-Value Ratio of 50% can be increased to 75%, a Combined Loan-to-Value Ratio of 60% can be increased to 85%, and so forth) and (z) the increase is consistent with the Master Servicer's underwriting policies. Furthermore, the Master Servicer may, without prior approval from the Rating Agencies and the Credit Enhancer solicit Mortgagors for a reduction in Loan Rates; provided that the Master Servicer can only reduce such Loan Rates on up to 10% of the Mortgage Loans by Cut-off Date Pool Balance. Any such solicitations shall not result in a reduction in the weighted average Gross Margin of the Mortgage Loans by more than 25 basis points taking into account any such prior reductions. In addition, the Master Servicer may agree to changes in the terms of a Mortgage Loan at the request of the Mortgagor provided that such changes (i) do not materially and adversely affect the interests of related Certificateholders or the Credit Enhancer and (ii) are consistent with prudent and customary business practice as evidenced by a certificate signed by a Servicing Officer delivered to the Trustee and the Credit Enhancer. In addition to the foregoing, the Master Servicer may solicit Mortgagors to change any other terms of the related Mortgage Loans, provided that such changes (i) do not materially and adversely affect the interests of the related Certificateholders or the Credit Enhancer and (ii) are consistent with prudent and customary business practice as evidenced by a certificate signed by a Servicing Officer delivered to the Trustee and the Credit Enhancer. Nothing herein shall limit the right of the Master Servicer to solicit Mortgagors with respect to new loans (including mortgage loans) that are not Mortgage Loans. The relationship of the Master Servicer (and of any successor to the Master Servicer as Master Servicer under this Agreement) to the Trustee under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent. (b) In the event that the rights, duties and obligations of the Master Servicer are terminated hereunder, any successor to the Master Servicer in its sole discretion may, to the extent permitted by applicable law, terminate the existing subservicer arrangements with any subservicer or assume the terminated Master Servicer's rights under such subservicing arrangements which termination or assumption will not violate the terms of such arrangements.

The Master Servicer. The Master Servicer shall service and administer the Mortgage Loans in a manner consistent with the terms of this Agreement and with general industry practice and shall have full power and authority, acting alone or through a subservicer, (i) to execute and deliver, on behalf of the Noteholders, the Trust, and the Indenture Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds and other Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan. The Master Servicer shall remain responsible to the parties to this Agreement and the Credit Enhancer for its obligations under this Agreement. Any amounts received by any subservicer on a Mortgage Loan shall be considered to have been received by the Master Servicer whether or not actually received by it. Without limiting the generality of the foregoing, the Master Servicer may execute and deliver, on behalf of itself, the Noteholders, and the Indenture Trustee, or any of them, any instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Properties, in each case to the extent not inconsistent with this Agreement. At the request of a Servicing Officer, the Indenture Trustee shall furnish the Master Servicer with any powers of attorney and other documents appropriate to enable the Master Servicer to carry out its servicing and administrative duties under this Agreement. The Master Servicer in this capacity may also consent to the placing of a lien senior to that of any mortgage on the related Mortgaged Property, if (i) the new senior lien secures a mortgage loan that refinances an existing first mortgage loan and (ii) either (a) the Loan-to-Value Ratio of the new mortgage loan (without taking into account any closing costs that may be financed by the new mortgage loan) is equal to or less than the Loan-to-Value Ratio of the first mortgage loan to be replaced (for purposes of calculating the Loan-to-Value Ratio, the Valuation of the Mortgaged Property will be measured by the lesser of either (A) the Valuation of the Mortgaged Property as of the Cut-off Date and or the relevant Subsequent Cut-off Date, as applicable, or (B) the Valuation of the Mortgaged Property as of the date of the refinancing referenced in clause (i)) or (b) the Combined Loan-to-Value Ratio of the new mortgage loan (without taking into account any closing costs that may be financed by the new mortgage loan) and the existing Mortgage Loan is equal to less than 70% (for purposes of calculating the Combined Loan-to-Value Ratio, the Valuation of the Mortgaged Property will be measured as the lesser of (A) the Valuation . The aggregate Asset Balance of the Mortgage Loan as Loans with respect to which the senior lien may be modified in accordance with clause (ii)(A) may not exceed 10% of the Cut-off Date Original Note Principal Balance and clause (Bii)(B) the Valuation may not exceed 40% of the Mortgage Loan as of the date of the refinancing referenced in clause (i))Original Note Principal Balance. The aggregate Asset Balance of all the Mortgage Loans with respect to which the senior lien may be so modified may not exceed 50% of the Original Note Principal BalanceBalance (this 50% referred to as the "Increased Senior Lien Limitation"). The Master Servicer may also, without approval from the Rating Agencies or the Credit Enhancer, increase the Credit Limits on Mortgage Loans if (i) new appraisals are obtained and the weighted average Combined Loan-to-Value Ratios of the Mortgage Loans after giving effect to the increase are less than or equal to the weighted average Combined Loan-to-Value Ratios of the Mortgage Loans as of the Cut-off Date and (ii) the increases are consistent with the Master Servicer's underwriting policies. In addition, the Master Servicer may increase the Credit Limits on the Mortgage Loans having aggregate Asset Balances of up to an additional 5.02.5% of the Original Note Principal Balance, if

The Master Servicer. (a) It is intended that the Trust formed hereunder shall consist of the REMIC I and REMIC II and that the affairs of the Trust shall be conducted so as to qualify REMIC I and REMIC II each as a "real estate mortgage investment conduit" as defined in and in accordance with the REMIC Provisions. In furtherance of such intentions, the Master Servicer covenants and agrees that it shall not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status of REMIC I or REMIC II. (b) The Master Servicer shall service and administer the Mortgage Loans in a manner consistent with the terms of this Agreement and with general industry practice and shall have full power and authority, acting alone or through a subservicerSubservicer, (i) to execute do any and deliverall things in connection with such servicing and administration which it may deem necessary or desirable, on behalf of it being understood, however, that the Noteholders, the Trust, and the Indenture Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds and other Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan. The Master Servicer shall at all times remain responsible to the parties to this Agreement Trustee and the Credit Enhancer Certificateholders for the performance of its duties and obligations under this Agreement. Any hereunder in accordance with the terms hereof and any amounts in respect of the Mortgage Loans received by any subservicer on a Mortgage Loan such Subservicer shall be considered deemed to have been received by the Master Servicer whether or not actually received by it. Without limiting the generality of the foregoing, the Master Servicer may shall continue, and is hereby authorized and empowered by the Trustee, to execute and deliver, in connection with the Trust taking possession of any Mortgaged Property or upon receipt from the Mortgagor of the amounts owed under the related Mortgage Loan and upon delivery of written notice to the Trustee, on behalf of itself, the Noteholders, Certificateholders and the Indenture Trustee, Trustee or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, discharge and all other comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Properties, in each case to the extent not inconsistent with this Agreement. At the The Trustee shall upon written request of a Servicing Officer, the Indenture Trustee shall Officer furnish the Master Servicer with any powers of attorney and other documents necessary or appropriate to enable the Master Servicer to carry out its servicing and administrative duties hereunder, which powers of attorney or other documents shall be prepared by the Master Servicer. The relationship of the Master Servicer (and of any successor to the Master Servicer as servicer under this Agreement) to the Trustee under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent. (c) In the event that the rights, duties and obligations of the Master Servicer are terminated hereunder, any successor to the Master Servicer shall assume the terminated Master Servicer's rights under such subservicing arrangements which termination or assumption will not violate the terms of such arrangements. (d) [RESERVED] (e) The Master Servicer may agree to changes in the terms of a Mortgage Loan that would not cause REMIC I or REMIC II to fail to qualify as a REMIC, as evidenced by a Nondisqualification Opinion delivered by the Master Servicer to the Trustee prior to the effective date of any such change, provided, however, that such changes (i) do not adversely affect the interests of Certificateholders, (ii) are consistent with prudent business practice, as evidenced by an Officer's Certificate, substantially in the form of Exhibit G, delivered by the Master Servicer to the Trustee prior to such effective date, (iii) do not extend the maturity date of such Mortgage Loan in excess of one year, and (iv) do not result in any change of the Loan Rate of such Mortgage Loan. (f) [RESERVED] (g) The Master Servicer may enter into subservicing agreements for any servicing and administration of Mortgage Loans with any institution which is in compliance with the laws of each state necessary to enable it to perform its obligations under such subservicing agreement and (1) has been designated as an approved Seller/Servicer by FHLMC or Fann▇▇ ▇▇▇, ▇▇ (2) is an Affiliate of the Master Servicer. The Master Servicer shall give notice to the Trustee of the appointment of any Subservicer. Any subservicing arrangement shall be consistent with and not violate the provisions of this Agreement. The Master Servicer in shall not be relieved of its obligations under this capacity may also consent Agreement notwithstanding any such arrangement or any of the provisions of this Agreement relating to arrangements between the Master Servicer and a Subservicer or otherwise, and the Master Servicer shall be obligated to the placing same extent and under the same terms and conditions as if the Master Servicer alone were servicing and administering the Mortgage Loans. Any such arrangement shall be deemed to be between the Subservicer and the Master Servicer alone and the Trustee and the Trust shall not be deemed a party thereto and shall have no claims, rights, obligations, duties or liabilities with respect to any Subservicer. (h) The Master Servicer and all Subservicers shall be deemed a single entity for the purpose of a lien senior determining compliance with the terms of this Agreement and the Master Servicer shall be deemed to that of any mortgage have received Principal Collections and Interest Collections on the related Mortgaged Property, ifMortgage Loans when any Subservicer has received such Principal Collections and Interest Collections. (i) A Holder of Subordinate Certificates may direct the new senior lien secures Master Servicer, subject to the Mater Servicer's approval, to enter into a mortgage loan that refinances an existing first mortgage loan and special servicing agreement (iiin substantially the form of Exhibit R hereto) either (athe "Special Servicing Agreement") with a special servicer chosen by such Holder and acceptable to the Loan-to-Value Ratio of Master Servicer (the new mortgage loan (without taking into account any closing costs that may be financed by the new mortgage loan) is equal to or less than the Loan-to-Value Ratio of the first mortgage loan to be replaced (for purposes of calculating the Loan-to-Value Ratio, the Valuation of the Mortgaged Property will be measured by the lesser of (A) the Valuation of the Mortgaged Property as of the Cut-off Date and (B) the Valuation of the Mortgaged Property as of the date of the refinancing referenced in clause (i)) or (b) the Combined Loan-to-Value Ratio of the new mortgage loan (without taking into account any closing costs that may be financed by the new mortgage loan) and the existing Mortgage Loan is equal to less than 70% (for purposes of calculating the Combined Loan-to-Value Ratio, the Valuation of the Mortgaged Property will be measured as the lesser of (A) the Valuation of the Mortgage Loan as of the Cut-off Date and (B) the Valuation of the Mortgage Loan as of the date of the refinancing referenced in clause (i)"Special Servicer"). The aggregate Asset Balance of all the Mortgage Loans with respect to which the senior lien may be so modified may not exceed 50% of the Original Note Principal Balance. The Master Special Servicer may also, without approval from the Rating Agencies or the Credit Enhancer, increase the Credit Limits on Mortgage Loans if (i) new appraisals are obtained and the weighted average Combined Loan-to-Value Ratios have an interest in a Class of the Mortgage Loans after giving effect Subordinate Certificates. Pursuant to the increase are less than or equal to the weighted average Combined Loan-to-Value Ratios of the Mortgage Loans as of the Cut-off Date and (ii) the increases are consistent with the Master Servicer's underwriting policies. In additionSpecial Servicing Agreement, the Master Servicer may increase will contract with the Credit Limits on Special Servicer for the Servicing of Mortgage Loans having aggregate Asset Balances of up that become Specially Serviced Mortgage Loans (as defined in the Special Servicing Agreement) to an additional 5.0% the extent that the Master Servicer is granted the authority in the related subservicing agreement or has otherwise obtained the agreement of the Original Note Principal Balance, ifrelated Subservicer to transfer the servicing of such Specially Serviced Mortgage Loans and subject to other conditions set forth in the Special Servicing Agreement.

The Master Servicer. (a) The Master Servicer shall service and administer the Mortgage Loans in a manner consistent with the terms of this Agreement and with general industry practice and shall have full power and authority, acting alone or through a subservicer, (i) ● to execute and deliver, on behalf of the NoteholdersSecured Parties, the Trust, and the Indenture Trustee, customary consents or waivers and other instruments and documents, (ii) ● to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) ● to collect any Insurance Proceeds Proceeds, Charged-off Mortgage Loan Proceeds, and other Liquidation Proceeds, and (iv) ● to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan. The Master Servicer shall remain responsible to the parties to this Agreement and the Credit Enhancer for its obligations under this Agreement. Any amounts received by any subservicer on a Mortgage Loan shall be considered to have been received by the Master Servicer whether or not actually received by it. Without limiting the generality of the foregoing, the Master Servicer may execute and deliver, on behalf of itself, the Noteholders, and the Indenture Trustee, or any of them, any instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Properties, in each case to the extent not inconsistent with this Agreement. Notwithstanding anything herein to the contrary, the Master Servicer shall not make or permit any modification, waiver, or amendment of any term of any Mortgage Loan that would cause any REMIC created under the Trust Agreement to fail to qualify as a REMIC or result in the imposition of any tax under Section 860F(a) or Section 860G of the Code. At the request of a Servicing Officer, the Indenture Trustee shall furnish the Master Servicer with any powers of attorney and other documents appropriate to enable the Master Servicer to carry out its servicing and administrative duties under this Agreement. . (b) The Master Servicer in this capacity may also consent to the placing of a lien senior to that of any mortgage on the related Mortgaged Property, if (i1) the new senior lien secures a mortgage loan that refinances an existing first mortgage loan loan; and (ii2) either (aA) the Loan-to-Value Ratio of the new senior mortgage loan (without taking into account any closing costs that may be financed by the new mortgage loan) is equal to or less than the Loan-to-Value Ratio of the first mortgage loan to be replaced (for purposes of calculating the Loan-to-Value Ratio, the Valuation of the Mortgaged Property will be measured by the lesser of (A) the Valuation of the Mortgaged Property as of the Cut-off Date and (B) the Valuation of the Mortgaged Property as of the date of the refinancing referenced in clause (i1)) or (bB) the Combined Loan-to-Value Ratio of the new mortgage loan (without taking into account any closing costs that may be financed by the new mortgage loan) and the existing Mortgage Loan is equal to less than 70% (for purposes of calculating the Combined Loan-to-Value Ratio, the Valuation of the Mortgaged Property will be measured as the lesser of (A) the Valuation of the Mortgage Loan as of the Cut-off Date and (B) the Valuation of the Mortgage Loan as of the date of the refinancing referenced in clause (i1)). The aggregate Asset Balance of all the Mortgage Loans with respect to which the senior lien may be so modified may not exceed 50% of the Original Note Principal Balance. . (c) The Master Servicer may also, without approval from the Rating Agencies or the Credit Enhancer, increase the Credit Limits Limit on any Mortgage Loans Loan at any time if (i1) a new appraisals are appraisal is obtained and the weighted average Combined Loan-to-Value Ratios Ratio of the Mortgage Loans Loan after giving effect to the increase are is less than or equal to the weighted average Combined Loan-to-Value Ratios Ratio of the Mortgage Loans Loan as of the Cut-off Date andDate, (ii2) the increases are consistent with the Master Servicer's ’s underwriting policies. , and (3) either: (A) the Credit Line Agreement allows the mortgagee to unilaterally increase the Credit Limit; (B) the Credit Limit increase is made within 90 days of the Cut-off Date; or (C) the Sponsor purchases the Mortgage Loan from the Trust in the manner described below for rate reduction loans. (d) In addition, the Master Servicer may increase the Credit Limits on Mortgage Loans having aggregate Asset Balances of up to an additional 5.0% of the Original Note Principal BalanceBalance at any time, if (1) the increase does not cause the Combined Loan-to-Value Ratio of the Mortgage Loans to exceed 100% or the Loan-to-Value of the particular mortgage loan to exceed 100%, (2) the increase in the Credit Limit of a Mortgage Loan does not cause the Combined Loan-to-Value Ratio of the Mortgage Loan to exceed 100%, (3) the increase in the Credit Limit of a Mortgage Loan does not cause the Combined Loan-to-Value Ratio of the Mortgage Loan to increase by more than 25% (for example, a Combined Loan-to-Value Ratio of 50% can be increased to 75%, a Combined Loan-to-Value Ratio of 60% can be increased to 85%, and so forth), (4) the increase is consistent with the Master Servicer’s underwriting policies, and (5) either: (A) the Credit Line Agreement allows the mortgagee to unilaterally increase the Credit Limit; (B) the Credit Limit increase is made within 90 days of the Cut-off Date, or (C) the Sponsor purchases the Mortgage Loan from the Trust in the manner described below for rate reduction loans. (e) Furthermore, the Sponsor, without prior approval from the Rating Agencies or the Credit Enhancer, may solicit mortgagors for a reduction in Loan Rates. The Loan Rates of Mortgage Loans having Asset Balances at the time of the proposed modification that aggregate over time not more than 5.0% of the related Original Note Principal Balance may be subject to reduction. If a mortgagor notifies the Sponsor or the Master Servicer that it wants a reduction in Loan Rate, the Sponsor shall purchase the Mortgage Loan from the Trust as described below. Effective immediately on the same Business Day on which the Sponsor delivers the Purchase Price for the relevant Mortgage Loan to the Master Servicer, all interest of the Trust in the relevant Mortgage Loan shall automatically be transferred and assigned to the Sponsor and all benefits and burdens of ownership of the relevant Mortgage Loan, including the right to accrued interest on it from the date of purchase and the risk of default on the Mortgage Loan, shall pass to the Sponsor. The Master Servicer shall promptly deliver to the Indenture Trustee a certification signed by a Servicing Officer to the effect that all of the requirements for a purchase of a Mortgage Loan in connection with a request by a mortgagor for a reduction in Loan Rate have been satisfied with respect to the relevant Mortgage Loan. The Sponsor shall deliver the Purchase Price for the relevant Mortgage Loan to the Master Servicer promptly after a mortgagor notifies the Sponsor or the Master Servicer that it wants a reduction in Loan Rate, and the Master Servicer shall deposit the Purchase Price for the modified Mortgage Loan in the Collection Account pursuant to Section 3.02 within one Business Day after its receipt of the Purchase Price for the modified Mortgage Loan. Upon receipt by the Indenture Trustee of written notification of the deposit signed by a Servicing Officer, the Indenture Trustee shall release to the Sponsor the related Mortgage File and shall execute and deliver any instruments of transfer or assignment delivered to it for execution and reasonably acceptable to it, in each case without recourse, representation, or warranty, necessary to release the Mortgage Loan from the lien of the Indenture and vest in the Sponsor the Mortgage Loan previously transferred and assigned pursuant to this provision. The certification and written notification of the deposit each from a Servicing Officer may be delivered to the Indenture Trustee electronically, and to the extent the transmission originates on its face from a Servicing Officer, need not be manually signed. (f) In addition, the Master Servicer may agree to changes in the terms of a Mortgage Loan (other than changes referred to above in this Section) at the request of the mortgagor at any time if the changes ● do not materially and adversely affect the interests of the Secured Parties or the Holders of the Class C Certificates, ● are consistent with prudent and customary business practice as evidenced by a certificate signed by a Servicing Officer delivered to the Indenture Trustee and the Credit Enhancer, ● do not extend the maturity date of the Mortgage Loan beyond the final maturity date of the Notes, and ● the Master Servicer has received an Opinion of Counsel to the effect that such action will not cause any REMIC created under the Trust Agreement to fail to qualify as a REMIC or result in the imposition of any tax under Section 860F(a) or Section 860G of the Code. (g) In addition, the Master Servicer may solicit mortgagors to change any other terms of the related Mortgage Loans at any time if the changes (i) do not materially and adversely affect the interests of the Noteholders, the Transferor, or the Credit Enhancer (ii) are consistent with prudent and customary business practice as evidenced by a certificate signed by a Servicing Officer delivered to the Indenture Trustee and the Credit Enhancer, and (iii) the Master Servicer has received an Opinion of Counsel to the effect that such action will not cause any REMIC created under the Trust Agreement to fail to qualify as a REMIC or result in the imposition of any tax under Section 860F(a) or Section 860G of the Code. Nothing in this Agreement shall limit the right of the Master Servicer to solicit mortgagors with respect to new loans (including mortgage loans) that are not Mortgage Loans. (h) The Master Servicer may register any Mortgage Loan on the MERS® System, or cause the removal from registration of any Mortgage Loan on the MERS® System, and execute and deliver, on behalf of the Owner Trustee, any instruments of assignment and other comparable instruments with respect to the assignment or re-recording of a mortgage in the name of MERS, solely as nominee for the Owner Trustee and its successors and assigns. For so long as any Mortgage Loan is registered on the MERS® System, the Master Servicer shall maintain in good standing its membership in MERS and shall comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS. If any Mortgage Loans are registered on the MERS® System, the Master Servicer may cause MERS to execute and deliver an assignment of mortgage in recordable form to transfer any of the Mortgage Loans registered on the MERS® System from MERS to the Owner Trustee. The Master Servicer shall promptly notify MERS of any transfer of beneficial ownership or release of any Security Interest in any MOM Loan. The relationship of the Master Servicer to the Trust and the Indenture Trustee under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner, or agent of the Trust or the Indenture Trustee. (i) If the rights and obligations of the Master Servicer are terminated under this Agreement, any successor to the Master Servicer in its sole discretion may terminate the existing subservicer arrangements with any subservicer or assume the terminated Master Servicer’s rights under those subservicing arrangements to the extent permitted by applicable law and the subservicing agreements. (j) The Sponsor agrees to indemnify the Trust against any liability for any prohibited transaction taxes and any related interest, additions, and penalties imposed on the Trust as a result of any modification of a Mortgage Loan effected pursuant to this Section, the holding of any Mortgage Loan modified pursuant to this Section by the Trust, any purchase of a modified Mortgage Loan by the Sponsor pursuant to this Section, or the removal of any Mortgage Loan pursuant to Section 2.06 (but such obligation shall not prevent the Sponsor or any other appropriate person from in good faith contesting any such tax in appropriate proceedings and shall not prevent the Sponsor from withholding payment of the tax, if permitted by law, pending the outcome of the proceedings). The Sponsor shall have no right of reimbursement for any amount paid pursuant to the foregoing indemnification, except to the extent that the amount of any tax, interest, and penalties, together with interest thereon, is refunded to the Trust or the Sponsor.

The Master Servicer. The Master Servicer shall, or shall cause the related Subservicer to, service and administer the Mortgage Loans in a manner consistent with the terms of this Agreement and with general industry practice and shall have full power and authority, acting alone or through a subservicersuch Subservicer, (i) to execute do any and deliverall things in connection with such servicing and administration which it may deem necessary or desirable, on behalf of it being understood, however, that the Noteholders, the Trust, and the Indenture Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds and other Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan. The Master Servicer shall at all times remain responsible to the parties to this Agreement Trustee and the Credit Enhancer and the Certificateholders for the performance of its duties and obligations under this Agreementhereunder in accordance with the terms hereof. Any amounts received by any subservicer on the related Subservicer in respect of a Mortgage Loan shall be considered deemed to have been received by the Master Servicer whether or not actually received by it. Without limiting the generality of the foregoing, the Master Servicer may shall, and is hereby authorized and empowered by the Trustee to, execute and deliver, on behalf of itself, the Noteholders, Certificateholders and the Indenture Trustee, Trustee or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, discharge and all other comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Properties, in each case to . Upon the extent not inconsistent with this Agreement. At the written request of a Servicing Officerthe Master Servicer, the Indenture Seller and the Trustee shall furnish the Master Servicer with any powers of attorney and other documents necessary or appropriate to enable the Master Servicer to carry out its servicing and administrative duties under this Agreementhereunder. The Master Servicer in this such capacity may also consent to the placing of a lien senior to that of any mortgage the Mortgage on the related Mortgaged Property, if (i) the new senior lien secures a mortgage loan that refinances an existing first mortgage loan and (ii) eitherprovided that (a) the Loan-to-Value Ratio Mortgage relating to the Mortgage Loan (i) was in a first lien position as of the new mortgage loan applicable Cut-Off Date and (without taking into account any closing costs that may be financed by ii) was in a first lien position immediately prior to the new mortgage loanplacement of such senior lien and (iii) is equal to or less than the Loan-to-Value Ratio of the first mortgage loan to be replaced (for purposes of calculating the Loan-to-Value Ratio, the Valuation of the Mortgaged Property will be measured by the lesser ratio of (A) the Valuation sum of the Credit Limit of such Mortgage Loan and the unpaid principal balance of the lien senior to that of the Mortgage on the related Mortgaged Property as of the Cut-off Date and immediately following such placement to (B) the Valuation of the Mortgaged Property as of at the date of time the refinancing referenced in clause Mortgage Loan was originated is not greater than (i)1) or (b) the with respect to Mortgage Loans with a Combined Loan-to-Value Ratio of the new mortgage loan _____% or less, _____%, (without taking into account any closing costs that may be financed by the new mortgage loan2) and the existing with respect to Mortgage Loan is equal to less than 70% (for purposes of calculating the Loans with a Combined Loan-to-Value RatioRatio in excess of _____% and not greater than _____%, the Valuation of the Mortgaged Property will be measured as the lesser of (A) the Valuation of the Mortgage Loan as of the Cut-off Date _____% and (B3) the Valuation of the Mortgage Loan as of the date of the refinancing referenced in clause (i)). The aggregate Asset Balance of all the with respect to Mortgage Loans with respect to which the senior lien may be so modified may not exceed 50% of the Original Note Principal Balance. The Master Servicer may also, without approval from the Rating Agencies or the Credit Enhancer, increase the Credit Limits on Mortgage Loans if (i) new appraisals are obtained and the weighted average a Combined Loan-to-Value Ratios Ratio greater than _____%, _____%; (b) such Mortgage succeeded to a first or second lien position after the related Mortgage Loan was conveyed to the Trust and, immediately following the placement of such senior lien, such Mortgage is in a second or, if at the time the Mortgage Loan was in a third lien position, a third lien position, and the outstanding principal amount of the Mortgage Loans after giving effect to mortgage loan secured by such subsequent senior lien and the increase are less than or equal to the weighted average Combined Loan-to-Value Ratios of the Mortgage Loans as of the Cut-off Date and (ii) the increases are consistent with the Master Servicer's underwriting policies. In addition, the Master Servicer may increase the Credit Limits on Mortgage Loans having aggregate Asset Balances of up to an additional 5.0% of the Original Note Principal Balance, ifrate at which interest accrues thereon are

The Master Servicer. The Master Servicer shall service makes the following representations and administer warranties on which the Mortgage Loans Trust, the Indenture Trustee and the Trust Collateral Agent rely in a manner consistent accepting the Receivables in trust and in connection with the performance by each of the Trust Collateral Agent and the Back-up Servicer of its obligations hereunder and the Note Insurer relies in issuing the Note Policy. The representations and warranties speak as of the execution and delivery of this Agreement, on the Closing Date, and as of each Subsequent Transfer Date, but shall survive each sale of the Receivables to the Trust and the subsequent pledge thereof to the Indenture Trustee pursuant to the Indenture: (i) The Master Servicer is duly organized and validly existing in good standing as a corporation under the laws of the State of Delaware with the corporate power and authority to own its properties and to conduct its business as such properties shall be currently owned and such business is presently conducted, and had at all relevant times, and has, the corporate power, authority and legal right to acquire, own, sell and service the Receivables, and is duly qualified and has all necessary licenses in all such jurisdictions as are required by it to conduct its business (including the servicing of the Receivables as required by this Agreement and the performance of its other obligations under this Agreement. (ii) The Master Servicer has the power and authority to execute and deliver this Agreement and to carry out the terms hereof. This Agreement and all other instruments or documents to be delivered hereunder or pursuant hereto, and the transactions contemplated hereby, have been duly authorized by all necessary corporate proceedings of the Master Servicer. This Agreement has been duly and validly executed and delivered by the Master Servicer and, assuming due authorization, execution and delivery by each other party hereto, this Agreement is a valid and legally binding agreement of the Master Servicer enforceable in accordance with its terms. (iii) The execution and delivery of this Agreement and with general industry practice and shall have full power and authority, acting alone or through a subservicer, (i) to execute and deliver, on behalf of the Noteholders, the Trust, and the Indenture Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds and other Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan. The Master Servicer shall remain responsible to the parties to performance under this Agreement and the Credit Enhancer for its obligations under this Agreement. Any amounts received by any subservicer on a Mortgage Loan shall be considered to have been received by the Master Servicer whether or not actually received and the compliance by it. Without limiting the generality of the foregoing, the Master Servicer may execute with all provisions of this Agreement do not conflict with or violate any applicable law, regulation or order of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality and deliverdo not conflict with or result in a breach of or (with or without notice or lapse of time) default under any of the terms or provisions of any contract or agreement to which the Master Servicer is subject or by which it or its property is bound, on behalf or result in the creation or imposition of itselfa Lien upon any of its properties pursuant to the terms of any such contract or agreement, nor does such execution, delivery or compliance violate the Charter or By-Laws of the Master Servicer. (iv) There are no proceedings or investigations pending or, to the Master Servicer's knowledge, threatened against the Master Servicer before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Master Servicer or its properties (A) asserting the invalidity of this Agreement, the Noteholdersother Basic Documents to which the Master Servicer is a party, the Notes or the Certificate, (B) seeking to prevent the issuance of the Notes or the Certificate or the consummation of any of the transactions contemplated by this Agreement, the Notes or the Certificate, or (C) seeking any determination or ruling that might materially and adversely affect the performance by the Master Servicer of its obligations under, or the validity or enforceability of, this Agreement, the Notes or the Certificate, or (D) relating to the Master Servicer and which might adversely affect the federal or state income, excise, franchise or similar tax attributes of the Securities, or (E) that could have a material adverse effect on the Receivables. (v) No consent, approval, authorization or order of or declaration or filing with any governmental authority is required for the issuance or sale of the Notes or the consummation of the transactions contemplated by this Agreement except such as have been duly made or obtained. (vi) The Master Servicer has filed on a timely basis all tax returns required to be filed by it and paid all taxes to the extent that such taxes have become due. (vii) The Master Servicer hereby represents and warrants that the Master Servicer's principal place of business and chief executive office is, and for the Indenture Trusteefour months preceding the date of this Agreement has been, located at: [__________ address]. (viii) The practices used or any of themto be used by the Master Servicer, any instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, including as Successor Servicer to monitor collections with respect to the Mortgage Loans Receivables and with respect repossess and dispose of the Financed Vehicles related to the Mortgaged PropertiesReceivables will be, in each case to all material respects, legal, proper and in conformity with the extent not inconsistent with this Agreement. At the request requirements of a Servicing Officerall applicable federal and state laws, the Indenture Trustee shall furnish the Master Servicer with any powers of attorney rules and other documents appropriate to enable the Master Servicer to carry out its servicing regulations, and administrative duties under this Agreement. The Master Servicer is in possession of all state and local licenses (including all debt collection licenses) required for it to perform its services hereunder, including as Successor Servicer, and none of such licenses has been suspended, revoked or terminated. The representations and warranties contained in this capacity may also consent to Section 7.01(a) shall survive the placing execution and delivery of a lien senior to that this Agreement, the transfer of any mortgage the Initial Receivables on the Closing Date, the transfer of the Subsequent Receivables on the related Mortgaged Property, if (i) Subsequent Transfer Date and the new senior lien secures a mortgage loan that refinances an existing first mortgage loan and (ii) either (a) the Loan-to-Value Ratio pledge of the new mortgage loan (without taking into account any closing costs that may be financed by the new mortgage loan) is equal to or less than the Loan-to-Value Ratio of the first mortgage loan to be replaced (for purposes of calculating the Loan-to-Value Ratio, the Valuation of the Mortgaged Property will be measured by the lesser of (A) the Valuation of the Mortgaged Property as of the Cut-off Date and (B) the Valuation of the Mortgaged Property as of the date of the refinancing referenced in clause (i)) or (b) the Combined Loan-to-Value Ratio of the new mortgage loan (without taking into account any closing costs that may be financed by the new mortgage loan) and the existing Mortgage Loan is equal to less than 70% (for purposes of calculating the Combined Loan-to-Value Ratio, the Valuation of the Mortgaged Property will be measured as the lesser of (A) the Valuation of the Mortgage Loan as of the Cut-off Date and (B) the Valuation of the Mortgage Loan as of the date of the refinancing referenced in clause (i)). The aggregate Asset Balance of all the Mortgage Loans with respect to which the senior lien may be so modified may not exceed 50% of the Original Note Principal Balance. The Master Servicer may also, without approval from the Rating Agencies or the Credit Enhancer, increase the Credit Limits on Mortgage Loans if (i) new appraisals are obtained and the weighted average Combined Loan-to-Value Ratios of the Mortgage Loans after giving effect Receivables to the increase are less than or equal Indenture Trustee pursuant to the weighted average Combined Loan-to-Value Ratios of the Mortgage Loans as of the Cut-off Date and (ii) the increases are consistent with the Master Servicer's underwriting policies. In addition, the Master Servicer may increase the Credit Limits on Mortgage Loans having aggregate Asset Balances of up to an additional 5.0% of the Original Note Principal Balance, ifIndenture.

The Master Servicer. The Master Servicer shall service and administer the Mortgage Loans in a manner consistent with the terms of this Agreement and with general industry practice and shall have full power and authority, acting alone or through a subservicer, (i) o to execute and deliver, on behalf of the NoteholdersSecured Parties, the Trust, and the Indenture Trustee, customary consents or waivers and other instruments and documents, (ii) o to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) o to collect any Insurance Proceeds and other Liquidation Proceeds, and (iv) o to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan. The Master Servicer shall remain responsible to the parties to this Agreement and the Credit Enhancer for its obligations under this Agreement. Any amounts received by any subservicer on a Mortgage Loan shall be considered to have been received by the Master Servicer whether or not actually received by it. Without limiting the generality of the foregoing, the Master Servicer may execute and deliver, on behalf of itself, the Noteholders, and the Indenture Trustee, or any of them, any instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Properties, in each case to the extent not inconsistent with this Agreement. Notwithstanding anything herein to the contrary, the Master Servicer shall not make or permit any modification, waiver, or amendment of any term of any Mortgage Loan that would cause any REMIC created under the Trust Agreement to fail to qualify as a REMIC or result in the imposition of any tax under Section 860F(a) or Section 860G of the Code. At the request of a Servicing Officer, the Indenture Trustee shall furnish the Master Servicer with any powers of attorney and other documents appropriate to enable the Master Servicer to carry out its servicing and administrative duties under this Agreement. The Master Servicer in this capacity may also consent to the placing of a lien senior to that of any mortgage on the related Mortgaged Property, if (i) the new senior lien secures a mortgage loan that refinances an existing first mortgage loan loan; and (ii) either (aA) the Loan-to-Value Ratio of the new mortgage loan (without taking into account any closing costs that may be financed by the new mortgage loan) is equal to or less than the Loan-to-Value Ratio of the first mortgage loan to be replaced (for purposes of calculating the Loan-to-Value Ratio, the Valuation of the Mortgaged Property will be measured by the lesser of (A) the Valuation of the Mortgaged Property as of the Cut-off Date and (B) the Valuation of the Mortgaged Property as of the date of the refinancing referenced in clause (i)) or (bB) the Combined Loan-to-Value Ratio of the new mortgage loan (without taking into account any closing costs that may be financed by the new mortgage loan) and the existing Mortgage Loan is equal to less than 70% (for purposes of calculating the Combined Loan-to-Value Ratio, the Valuation of the Mortgaged Property will be measured as the lesser of (A) the Valuation of the Mortgage Loan as of the Cut-off Date and (B) the Valuation of the Mortgage Loan as of the date of the refinancing referenced in clause (i)). The aggregate Asset Balance of all the Mortgage Loans with respect to which the senior lien may be so modified may not exceed 50% of the Original Note Principal Balance. The Master Servicer may also, without approval from the Rating Agencies or the Credit Enhancer, increase the Credit Limits Limit on any Mortgage Loans Loan at any time if (i) a new appraisals are appraisal is obtained and the weighted average Combined Loan-to-Value Ratios Ratio of the Mortgage Loans Loan after giving effect to the increase are is less than or equal to the weighted average Combined Loan-to-Value Ratios Ratio of the Mortgage Loans Loan as of the Cut-off Date andDate (ii) the increases are increase is consistent with the Master Servicer's underwriting policies, and (iii) either: (A) the Credit Line Agreement allows the mortgagee to unilaterally increase the Credit Limit; (B) the Credit Limit increase is made within 90 days of the Cut-off Date, or (C) the Sponsor purchases the Mortgage Loan from the Trust in the manner described below for rate reduction loans. In addition, the Master Servicer may increase the Credit Limits on Mortgage Loans having aggregate Asset Balances of up to an additional 5.0% of the Original Note Principal BalanceBalance at any time, if (i) the increase does not cause the Combined Loan-to-Value Ratio of the Mortgage Loans to exceed 100%, (ii) the increase in the Credit Limit of a Mortgage Loan does not cause the Combined Loan-to-Value Ratio of the Mortgage Loan to exceed 100%, (iii) the increase in the Credit Limit of a Mortgage Loan does not cause the Combined Loan-to-Value Ratio of the Mortgage Loan to increase by more than 25% (for example, a Combined Loan-to-Value Ratio of 50% can be increased to 75%, a Combined Loan-to-Value Ratio of 60% can be increased to 85%, and so forth), (iv) the increase is consistent with the Master Servicer's underwriting policies, and (v) either: (A) the Credit Line Agreement allows the mortgagee to unilaterally increase the Credit Limit; (B) the Credit Limit increase is made within 90 days of the Cut-off Date, or (C) the Sponsor purchases the Mortgage Loan from the Trust in the manner described below for rate reduction loans. Furthermore, the Sponsor, without prior approval from the Rating Agencies or the Credit Enhancer, may solicit mortgagors for a reduction in Loan Rates. The Loan Rates of Mortgage Loans in a Loan Group having Asset Balances at the time of the proposed modification that aggregate over time not more than 5.0% of the related Original Note Principal Balance may be subject to reduction. If a mortgagor notifies the Sponsor or the Master Servicer that it wants a reduction in Loan Rate, the Sponsor shall purchase the Mortgage Loan from the Trust as described below. Effective immediately on the same Business Day on which the Sponsor delivers the Purchase Price for the relevant Mortgage Loan to the Master Servicer, all interest of the Trust in the relevant Mortgage Loan shall automatically be transferred and assigned to the Sponsor and all benefits and burdens of ownership of the relevant Mortgage Loan, including the right to accrued interest on it from the date of purchase and the risk of default on the Mortgage Loan, shall pass to the Sponsor. The Master Servicer shall promptly deliver to the Indenture Trustee a certification signed by a Servicing Officer to the effect that all of the requirements for a purchase of a Mortgage Loan in connection with a request by a mortgagor for a reduction in Loan Rate have been satisfied with respect to the relevant Mortgage Loan. The Sponsor shall deliver the Purchase Price for the relevant Mortgage Loan to the Master Servicer promptly after a mortgagor notifies the Sponsor or the Master Servicer that it wants a reduction in Loan Rate, and the Master Servicer shall deposit the Purchase Price for the modified Mortgage Loan in the Collection Account pursuant to Section 3.02 within one Business Day after its receipt of the Purchase Price for the modified Mortgage Loan. Upon receipt by the Indenture Trustee of written notification of the deposit signed by a Servicing Officer, the Indenture Trustee shall release to the Sponsor the related Mortgage File and shall execute and deliver any instruments of transfer or assignment delivered to it for execution and reasonably acceptable to it, in each case without recourse, representation, or warranty, necessary to release the Mortgage Loan from the lien of the Indenture and vest in the Sponsor the Mortgage Loan previously transferred and assigned pursuant to this provision. The certification and written notification of the deposit each from a Servicing Officer may be delivered to the Indenture Trustee electronically, and to the extent the transmission originates on its face from a Servicing Officer, need not be manually signed. In addition, the Master Servicer may agree to changes in the terms of a Mortgage Loan (other than changes referred to above in this section) at the request of the mortgagor at any time if the changes o do not materially and adversely affect the interests of the Secured Parties or the Holders of the Class C Certificates, o are consistent with prudent and customary business practice as evidenced by a certificate signed by a Servicing Officer delivered to the Indenture Trustee and the Credit Enhancer, o do not extend the maturity date of the Mortgage Loan beyond the final maturity date of the Notes of the related Class, and o the Master Servicer has received an Opinion of Counsel to the effect that such action will not cause any REMIC created under the Trust Agreement to fail to qualify as a REMIC or result in the imposition of any tax under Section 860F(a) or Section 860G of the Code. In addition, the Master Servicer may solicit mortgagors to change any other terms of the related Mortgage Loans at any time if the changes (i) do not materially and adversely affect the interests of the Noteholders, the Transferor, or the Credit Enhancer (ii) are consistent with prudent and customary business practice as evidenced by a certificate signed by a Servicing Officer delivered to the Indenture Trustee and the Credit Enhancer and (iii) the Master Servicer has received an Opinion of Counsel to the effect that such action will not cause any REMIC created under the Trust Agreement to fail to qualify as a REMIC or result in the imposition of any tax under Section 860F(a) or Section 860G of the Code.. Nothing in this Agreement shall limit the right of the Master Servicer to solicit mortgagors with respect to new loans (including mortgage loans) that are not Mortgage Loans. The Master Servicer may register any Mortgage Loan on the MERS(R) System, or cause the removal from registration of any Mortgage Loan on the MERS(R) System, and execute and deliver, on behalf of the Owner Trustee, any instruments of assignment and other comparable instruments with respect to the assignment or re-recording of a mortgage in the name of MERS, solely as nominee for the Owner Trustee and its successors and assigns. For so long as any Mortgage Loan is registered on the MERS(R) System, the Master Servicer shall maintain in good standing its membership in MERS and shall comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS. If any Mortgage Loans are registered on the MERS(R) System, the Master Servicer may cause MERS to execute and deliver an assignment of mortgage in recordable form to transfer any of the Mortgage Loans registered on the MERS(R) System from MERS to the Owner Trustee. The Master Servicer shall promptly notify MERS of any transfer of beneficial ownership or release of any Security Interest in any MOM Loan. The relationship of the Master Servicer to the Trust and the Indenture Trustee under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner, or agent of the Trust or the Indenture Trustee.

The Master Servicer. (a) The Master Servicer Servicer, as independent contract Master Servicer, shall service and administer the Mortgage Loans in a manner consistent with the terms of this Agreement and with general industry practice and shall have full power and authority, acting alone alone, to do any and all things in connection with such servicing and administration which the Master Servicer may deem necessary or through a subservicer, desirable and consistent with the terms of this Agreement. The Master Servicer may enter into subservicing agreements for any servicing and administration of Mortgage Loans with any institution which (i) is in compliance with the laws of each state necessary to execute enable it to perform its obligations under such subservicing agreement and deliver, on behalf of the Noteholders, the Trust, and the Indenture Trustee, customary consents or waivers and other instruments and documents, (ii) is an affiliate of the Master Servicer. (b) Notwithstanding any subservicing agreement or any of the provisions of this Agreement relating to consent agreements or arrangements between the Master Servicer and a subservicer or reference to transfers of any Mortgaged Property actions taken through a subservicer or otherwise, the Master Servicer shall remain obligated and assumptions primarily liable for the servicing and administering of the Mortgage Notes Loans in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such subservicing agreements or arrangements or by virtue of indemnification from the subservicer and related Mortgages (but only in to the manner provided in same extent and under the same terms and conditions as if the Master Servicer alone were servicing and administering the Mortgage Loans. For purposes of this Agreement), (iii) the Master Servicer shall be deemed to collect any Insurance Proceeds and other Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion of have received payments on Mortgage Loans when the ownership of the Mortgaged Property securing any Mortgage Loansubservicer has received such payments. The Master Servicer shall remain responsible be entitled to enter into any agreement with a subservicer for indemnification of the Master Servicer by such subservicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. (c) Any subservicing agreement that may be entered into and any transactions or services relating to the Mortgage Loans involving a subservicer in its capacity as such and not as an originator shall be deemed to be between the subservicer and the Master Servicer alone, and the Trust Administrator, the Trustee and Certificateholders shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the subservicer except as set forth in Section 3.01(e). The Master Servicer shall be solely liable for all fees owed by it to any subservicer irrespective of whether the Master Servicer's compensation pursuant to this Agreement and is sufficient to pay such fees. (d) In the Credit Enhancer for its obligations under this Agreement. Any amounts received by any subservicer on a Mortgage Loan shall be considered to have been received by event the Master Servicer whether shall for any reason no longer be the Master Servicer (including by reason of an Event of Default), the Trust Administrator or its designee shall thereupon assume all of the rights and obligations of the Master Servicer under each subservicing agreement that the Master Servicer may have entered into, unless the Trust Administrator or designee elects to terminate any subservicing agreement. Any fee payable in connection with such a termination will be payable by the outgoing Master Servicer. If the Trust Administrator does not actually received terminate a subservicing agreement, the Trust Administrator, its designee or the successor Master Servicer for the Trust Administrator shall be deemed to have assumed all of the Master Servicer's interest therein and to have replaced the Master Servicer as a party to each subservicing agreement to the same extent as if the subservicing agreements had been assigned to the assuming party, except that the Master Servicer shall not thereby be relieved of any liability or obligations under the subservicing agreements with regard to events that occurred prior to the date the Master Servicer ceased to be the Master Servicer hereunder. The Master Servicer, at its expense and without right of reimbursement therefor, shall, upon the request of the Trust Administrator, deliver to the assuming party all documents and records and afford the assuming party reasonable access (to the extent practicable) to the computer systems, electronic files and personnel as they relate to each subservicing agreement and the Mortgage Loans then being serviced and an accounting of amounts collected and held by itit and otherwise use its best efforts to effect the orderly and efficient transfer of the subservicing agreements to the assuming party. (e) Consistent with the terms of this Agreement, the Master Servicer may waive, modify or vary any term of any Mortgage Loan or consent to the postponement of strict compliance with any such term or in any manner grant indulgence to any Mortgagor if in the Master Servicer's good faith determination such waiver, modification, postponement or indulgence is not materially adverse to the interests of the Certificateholders, provided, however, the Master Servicer shall not make or permit any modification, waiver or amendment of any Mortgage Loan which would cause the REMIC created hereunder to fail to qualify as a REMIC or result in the imposition of any tax under Section 860F(a) or Section 860G(d) of the Code. Without limiting the generality of the foregoing, the Master Servicer may shall continue, and is hereby authorized and empowered to execute and deliver, deliver on behalf of itselfthe Trustee and each Certificateholder, the Noteholders, and the Indenture Trustee, or any of them, any all instruments of satisfaction or cancellation, or of partial or full release or dischargerelease, discharge and all other comparable instruments, instruments with respect to the Mortgage Loans and with respect to the Mortgaged Properties, in each case to . If reasonably required by the extent not inconsistent with this Agreement. At the request of a Servicing OfficerMaster Servicer, the Indenture Trustee and the Trust Administrator shall furnish the Master Servicer with any limited powers of attorney and other documents necessary or appropriate to enable the Master Servicer to carry out its servicing and administrative duties under this Agreement. The Master Servicer in this capacity may also consent Notwithstanding anything to the placing of a lien senior to that of any mortgage on contrary contained herein, the related Mortgaged PropertyMaster Servicer, if (i) in servicing and administering the new senior lien secures a mortgage loan that refinances an existing first mortgage loan and (ii) either (a) the Loan-to-Value Ratio of the new mortgage loan (without taking into account any closing costs that may be financed by the new mortgage loan) is equal to Mortgage Loans, shall employ or less than the Loan-to-Value Ratio of the first mortgage loan cause to be replaced employed procedures (for purposes of calculating the Loan-to-Value Ratioincluding collection, the Valuation of the Mortgaged foreclosure and REO Property will be measured by the lesser of (A) the Valuation of the Mortgaged Property as of the Cut-off Date and (B) the Valuation of the Mortgaged Property as of the date of the refinancing referenced in clause (i)) or (b) the Combined Loan-to-Value Ratio of the new mortgage loan (without taking into account any closing costs that may be financed by the new mortgage loanmanagement procedures) and exercise the existing Mortgage Loan is equal same care that it customarily employs and exercises in servicing and administering mortgage loans for its own account, in accordance with accepted mortgage servicing practices of prudent lending institutions servicing mortgage loans similar to less than 70% (for purposes of calculating the Combined Loan-to-Value Ratio, the Valuation of the Mortgaged Property will be measured as the lesser of (A) the Valuation of the Mortgage Loan as of the Cut-off Date and (B) the Valuation of the Mortgage Loan as of the date of the refinancing referenced in clause (i)). The aggregate Asset Balance of all the Mortgage Loans with respect to which the senior lien may be so modified may not exceed 50% of the Original Note Principal Balance. The Master Servicer may also, without approval from the Rating Agencies or the Credit Enhancer, increase the Credit Limits on Mortgage Loans if (i) new appraisals are obtained and the weighted average Combined Loan-to-Value Ratios of the Mortgage Loans after giving effect due consideration to the increase are less than or equal to the weighted average Combined Loan-to-Value Ratios of the Mortgage Loans as of the Cut-off Date and (ii) the increases are consistent with Certificateholders' reliance on the Master Servicer's underwriting policies. In addition. (f) On and after such time as the Trust Administrator receives the written resignation of, or notice of the removal of, the Master Servicer may increase from its rights and obligations under this Agreement, and with respect to resignation pursuant to Section 6.04, after receipt by the Credit Limits on Mortgage Loans having aggregate Asset Balances of up to an additional 5.0% Trust Administrator of the Original Note Principal BalanceOpinion of Counsel required pursuant to Section 6.04, ifthe Trust Administrator or its designee shall assume all of the rights and obligations of the Master Servicer, subject to Section 7.

The Master Servicer. (a) The Master Servicer shall service and administer the Mortgage Loans in a manner consistent with the terms of this Agreement and with general industry practice and shall have full power and authority, acting alone or through a subservicer, (i) to execute do anything in connection with servicing and deliver, on behalf of the Noteholders, the Trustadministration that it deems appropriate and that is not inconsistent with this Agreement, and the Indenture Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds and other Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan. The Master Servicer shall remain responsible to the parties to this Agreement and the Credit Enhancer for its obligations under this Agreement. Any amounts received by any subservicer on a Mortgage Loan shall be considered to have been received by the Master Servicer whether or not actually received by it. Without limiting the generality of the foregoing, the Master Servicer may execute and deliver, on behalf of itself, the Noteholders, and the Indenture Trustee, or any of them, any instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Properties, in each case to the extent not inconsistent with this Agreement. At the request of a Servicing Officer, the Indenture Trustee shall furnish the Master Servicer with any powers of attorney and other documents appropriate to enable the Master Servicer to carry out its servicing and administrative duties under this Agreement. The Master Servicer in this capacity may also consent to the placing of a lien senior to that of any mortgage on the related Mortgaged Property, if (i) the new senior lien secures a mortgage loan that refinances an existing first mortgage loan and and (ii) either (a) the Loan-to-Value Ratio of the new mortgage loan (without taking into account any closing costs that may be financed by the new mortgage loan) is equal to or less than the Loan-to-Value Ratio of the first mortgage loan to be replaced (for purposes of calculating the Loan-to-Value Ratio, the Valuation of the Mortgaged Property will be measured by the lesser of either (A) the Valuation of the Mortgaged Property as of the Cut-off Date and or the relevant Subsequent Cut-off Date, as applicable, or (B) the Valuation of the Mortgaged Property as of the date of the refinancing referenced in clause (i)) or (b) the Combined Loan-to-Value Ratio of the new mortgage loan (without taking into account any closing costs that may be financed by the new mortgage loan) and the existing Mortgage Loan is equal to less than 70% (for purposes of calculating the Combined Loan-to-Value Ratio, the Valuation of the Mortgaged Property will be measured as the lesser of (A) the Valuation . The aggregate Asset Balance of the Mortgage Loan as Loans with respect to which the senior lien may be modified in accordance with clause (ii)(A) may not exceed 10% of the Cut-off Date Original Note Principal Balance and clause (Bii)(B) the Valuation may not exceed 40% of the Mortgage Loan as of the date of the refinancing referenced in clause (i))Original Note Principal Balance. The aggregate Asset Balance of all the Mortgage Loans with respect to which the senior lien may be so modified may not exceed 50% of the Original Note Principal BalanceBalance (this 50% referred to as the "Increased Senior Lien Limitation"). The Master Servicer may also, without approval from the Rating Agencies or the Credit Enhancer, increase the Credit Limits on Mortgage Loans if (i) new appraisals are obtained and the weighted average Combined Loan-to-Value Ratios of the Mortgage Loans after giving effect to the increase are less than or equal to the weighted average Combined Loan-to-Value Ratios of the Mortgage Loans as of the Cut-off Date and and (ii) the increases are consistent with the Master Servicer's underwriting policies. In addition, the Master Servicer may increase the Credit Limits on the Mortgage Loans having aggregate Asset Balances of up to an additional 5.02.5% of the Original Note Principal Balance, ifif (x) the increase in the Credit Limit of a Mortgage Loan does not cause the Combined Loan-to-Value Ratio of the Mortgage Loan to exceed 100%, (y) the increase in the Credit Limit of a Mortgage Loan does not cause the Combined Loan-to-Value Ratio of the Mortgage Loan to increase by more than 25% (for example, a Combined Loan-to-Value Ratio of 50% can be increased to 75%, a Combined Loan-to-Value Ratio of 60% can be increased to 85%, and so forth), and (z) the increase is consistent with the Master Servicer's underwriting policies. Furthermore, the Master Servicer, without prior approval from the Rating Agencies or the Credit Enhancer, may solicit mortgagors for a reduction in Loan Rates. The Master Servicer may only reduce the Loan Rates on up to 10% of the Mortgage Loans by Original Note Principal Balance. Any solicitations shall not result in a reduction in the weighted average Gross Margin of the Mortgage Loans by more than 25 basis points taking into account any prior reductions. In addition, the Master Servicer may agree to changes in the terms of a Mortgage Loan at the request of the mortgagor if the changes (i) do not materially and adversely affect the interests of Noteholders, the Transferor, or the Credit Enhancer and (ii) are consistent with prudent and customary business practice as evidenced by a certificate signed by a Servicing Officer delivered to the Indenture Trustee and the Credit Enhancer. In addition, the Master Servicer may solicit mortgagors to change any other terms of the related Mortgage Loans if the changes (i) do not materially and adversely affect the interests of the Noteholders, the Transferor, or the Credit Enhancer and (ii) are consistent with prudent and customary business practice as evidenced by a certificate signed by a Servicing Officer delivered to the Indenture Trustee and the Credit Enhancer. Nothing in this Agreement shall limit the right of the Master Servicer to solicit mortgagors with respect to new loans (including mortgage loans) that are not Mortgage Loans. The Master Servicer may register any Mortgage Loan on the MERS(R) System, or cause the removal from registration of any Mortgage Loan on the MERS(R) System, and execute and deliver, on behalf of the Owner Trustee, any instruments of assignment and other comparable instruments with respect to the assignment or re-recording of a mortgage in the name of MERS, solely as nominee for the Owner Trustee and its successors and assigns. For so long as any Mortgage Loan is registered on the MERS(R) System, the Master Servicer shall maintain in good standing its membership in MERS and shall comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS. If any Mortgage Loans are registered on the MERS(R) System, the Master Servicer may cause MERS to execute and deliver an assignment of mortgage in recordable form to transfer any of the Mortgage Loans registered on the MERS(R) System from MERS to the Owner Trustee. The Master Servicer shall promptly notify MERS of any transfer of beneficial ownership or release of any Security Interest in any MOM Loan. The relationship of the Master Servicer to the Trust and the Indenture Trustee under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner, or agent of the Trust or the Indenture Trustee. (b) If the rights and obligations of the Master Servicer are terminated under this Agreement, any successor to the Master Servicer in its sole discretion may terminate the existing subservicer arrangements with any subservicer or assume the terminated Master Servicer's rights under those subservicing arrangements to the extent permitted by applicable law and the subservicing agreements.

The Master Servicer. (a) The Master Servicer shall service and administer each Mortgage Loan (except as such obligations may be undertaken by the Mortgage Loans Special Servicer pursuant to Article VI hereof) on behalf of and in a manner consistent the best interests of and for the benefit of the Bondholders in accordance with the terms of this Agreement and with general industry practice Accepted Servicing Practices. (b) Subject to Accepted Servicing Practices and the terms of this Agreement and of each Mortgage Loan, the Master Servicer shall have full power and authorityauthority to do or cause to be done any and all things in connection with such servicing and administration that it may deem, acting alone in its best judgment, necessary or through a subservicerdesirable, (i) including, without limitation, to execute and deliver, on behalf of the Noteholders, the Trust, deliver any and the Indenture Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds and other Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan. The Master Servicer shall remain responsible to the parties to this Agreement and the Credit Enhancer for its obligations under this Agreement. Any amounts received by any subservicer on a Mortgage Loan shall be considered to have been received by the Master Servicer whether or not actually received by it. Without limiting the generality of the foregoing, the Master Servicer may execute and deliver, on behalf of itself, the Noteholders, and the Indenture Trustee, or any of them, any all instruments of satisfaction or cancellation, or of partial or full release or discharge, discharge and all other comparable instruments, with respect to any Mortgage Loan which is not a Specially Serviced Mortgage Loan. Without limiting the Mortgage Loans generality of the foregoing, the Master Servicer shall, and is hereby authorized and empowered to, with respect to each Mortgage Loan, prepare, execute and deliver at the expense of the Issuer, any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien on the related Mortgaged Properties, Property and related collateral. The Master Servicer shall service and administer each Mortgage Loan in accordance with applicable state and federal law and shall provide to each case Mortgagor any information required to be provided to it thereby. Subject to the extent not inconsistent with this Agreement. At the request of a Servicing Officerforegoing, the Indenture Trustee shall furnish the Master Servicer shall service and administer each Mortgage Loan in accordance with the Mortgage Loan Documents, and shall enforce all provisions designated in the Mortgage Loan Documents, including but not limited to the establishment and administration of escrow accounts, reserve accounts, impound accounts and operation and maintenance plans. The Master Servicer may from time to time request in writing any powers of attorney and other documents necessary or appropriate to enable the Master Servicer to carry out its servicing and administrative duties under hereunder. If it shall make such written request, the Master Servicer shall prepare for signature by the Trustee, and the Trustee shall sign any such powers of attorney or other documents necessary or appropriate to carry out such duties hereunder; provided, however, that the Trustee shall not be held liable for any misuse of any such power of attorney by the Master Servicer. (c) The Master Servicer assumes, with respect to each Mortgage Loan (except as otherwise set forth in Article VI), full responsibility for the timely payment (subject to Section 4.05(b) with respect to any Nonrecoverable Advances) of all customary, reasonable and necessary "out of pocket" costs and expenses (including reasonable attorneys' fees and disbursements) incurred in connection with: (i) any enforcement, administrative or judicial proceedings, or any necessary legal work or advice specifically related to servicing the Mortgage Loans, including but not limited to, bankruptcies, condemnations, drug seizures, foreclosures by subordinate lienholders, legal costs associated with preparing powers of attorney pursuant to Section 4.01(b) above, and other legal actions incidental to the servicing of the Mortgage Loans (provided that such expenses are reasonable and that the Master Servicer specifies the Mortgage Loan(s) to which such expenses relate); (ii) all ground rents, taxes, assessments, water rates, sewer rates and other charges, as applicable, that are or may become a lien upon the Mortgaged Property, and all fire, flood, hazard and other insurance coverage (to the extent required in this Agreement, including renewal payments); and (iii) compliance with the servicing provisions applicable to the Master Servicer set forth herein. With respect to any costs described in clauses (i) and (ii) above and to the extent the related Mortgage Loan Documents do not provide for escrow payments or the Master Servicer determines that any such payments have not been made by the related Mortgagor, the Master Servicer shall effect timely payment of all such expenses before they become delinquent if the Master Servicer shall have or should have had knowledge based on Accepted Servicing Practices of such nonpayment by the Mortgagor before it becomes delinquent, and, otherwise, the Master Servicer shall effect immediate payment of all such expenses which it has knowledge or should have knowledge based on Accepted Servicing Practices have become delinquent. The Master Servicer in this capacity may also consent shall make Servicing Advances from its own funds to effect such payments to the placing of extent not deemed a lien senior to Nonrecoverable Advance and shall be reimbursed therefor in accordance with Section 4.03(a) hereof; provided, that of any mortgage on the related Mortgaged Property, if (i) the new senior lien secures a mortgage loan that refinances an existing first mortgage loan and (ii) either (a) the Loan-to-Value Ratio of the new mortgage loan (without taking into account any closing costs that may be financed by the new mortgage loan) is equal to or less than the Loan-to-Value Ratio of the first mortgage loan to be replaced (for purposes of calculating the Loan-to-Value Ratio, the Valuation of the Mortgaged Property will be measured by the lesser of (A) the Valuation of the Mortgaged Property as of the Cut-off Date and (B) the Valuation of the Mortgaged Property as of the date of the refinancing referenced in clause (i)) or (b) the Combined Loan-to-Value Ratio of the new mortgage loan (without taking into account any closing costs that may be financed by the new mortgage loan) and the existing Mortgage Loan is equal to less than 70% (for purposes of calculating the Combined Loan-to-Value Ratio, the Valuation of the Mortgaged Property will be measured as the lesser of (A) the Valuation of the Mortgage Loan as of the Cut-off Date and (B) the Valuation of the Mortgage Loan as of the date of the refinancing referenced in clause (i)). The aggregate Asset Balance of all the Mortgage Loans with respect to which the senior lien may be so modified may not exceed 50% payment of the Original Note Principal Balance. The Master Servicer may also, without approval from the Rating Agencies or the Credit Enhancer, increase the Credit Limits on Mortgage Loans if (i) new appraisals are obtained taxes and the weighted average Combined Loan-to-Value Ratios of the Mortgage Loans after giving effect to the increase are less than or equal to the weighted average Combined Loan-to-Value Ratios of the Mortgage Loans as of the Cut-off Date and (ii) the increases are consistent with the Master Servicer's underwriting policies. In additionassessments, the Master Servicer may increase shall make such advance within five Business Days after the Credit Limits on Master Servicer has received confirmation that such item has not been paid; provided further that the Master Servicer shall use its best efforts to confirm whether such items have been paid. With respect to any costs described in clause (iii) above, the Master Servicer shall be entitled to reimbursement of such costs as Servicing Advances only to the extent expressly provided in this Agreement. If the Master Servicer determines with respect to any Mortgage Loans having aggregate Asset Balances Loan that a Servicing Advance, if made, would constitute a Nonrecoverable Advance or that it has made a Nonrecoverable Advance, it shall deliver to the Trustee a Nonrecoverable Advance Bond. (d) Upon the occurrence of up to an additional 5.0% a Servicing Transfer Event or upon the resignation or termination of the Original Note Principal BalanceMaster Servicer, ifthe Master Servicer shall effect the timely and efficient transfer of its servicing responsibilities to the successor Servicer.

The Master Servicer. (a) The Master Servicer shall service and administer the Mortgage Loans in a manner consistent with the terms of this Agreement and with general industry practice and shall have full power and authority, acting alone or through a subservicer, (i) o to execute and deliver, on behalf of the NoteholdersSecured Parties, the Trust, and the Indenture Trustee, customary consents or waivers and other instruments and documents, (ii) o to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) o to collect any Insurance Proceeds Proceeds, Charged-off Loan Proceeds, and other Liquidation Proceeds, and (iv) o to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan. The Master Servicer shall remain responsible to the parties to this Agreement and the Credit Enhancer for its obligations under this Agreement. Any amounts received by any subservicer on a Mortgage Loan shall be considered to have been received by the Master Servicer whether or not actually received by it. Without limiting the generality of the foregoing, the Master Servicer may execute and deliver, on behalf of itself, the Noteholders, and the Indenture Trustee, or any of them, any instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Properties, in each case to the extent not inconsistent with this Agreement. Notwithstanding anything herein to the contrary, the Master Servicer shall not make or permit any modification, waiver, or amendment of any term of any Mortgage Loan that would cause any REMIC created under the Trust Agreement to fail to qualify as a REMIC or result in the imposition of any tax under Section 860F(a) or Section 860G of the Code. At the request of a Servicing Officer, the Indenture Trustee shall furnish the Master Servicer with any powers of attorney and other documents appropriate to enable the Master Servicer to carry out its servicing and administrative duties under this Agreement. . (b) The Master Servicer in this capacity may also consent to the placing of a lien senior to that of any mortgage on the related Mortgaged Property, if (i1) the new senior lien secures a mortgage loan that refinances an existing first mortgage loan loan; and (ii2) either (aA) the Loan-to-Value Ratio of the new senior mortgage loan (without taking into account any closing costs that may be financed by the new mortgage loan) is equal to or less than the Loan-to-Value Ratio of the first mortgage loan to be replaced (for purposes of calculating the Loan-to-Value Ratio, the Valuation of the Mortgaged Property will be measured by the lesser of (A) the Valuation of the Mortgaged Property as of the Cut-off Date and (B) the Valuation of the Mortgaged Property as of the date of the refinancing referenced in clause (i1)) or (bB) the Combined Loan-to-Value Ratio of the new mortgage loan (without taking into account any closing costs that may be financed by the new mortgage loan) and the existing Mortgage Loan is equal to less than 70% (for purposes of calculating the Combined Loan-to-Value Ratio, the Valuation of the Mortgaged Property will be measured as the lesser of (A) the Valuation of the Mortgage Loan as of the Cut-off Date and (B) the Valuation of the Mortgage Loan as of the date of the refinancing referenced in clause (i1)). The aggregate Asset Balance of all the Mortgage Loans with respect to which the senior lien may be so modified may not exceed 50% of the Original Note Principal Balance. . (c) The Master Servicer may also, without approval from the Rating Agencies or the Credit Enhancer, increase the Credit Limits Limit on any Mortgage Loans Loan at any time if (i1) a new appraisals are appraisal is obtained and the weighted average Combined Loan-to-Value Ratios Ratio of the Mortgage Loans Loan after giving effect to the increase are is less than or equal to the weighted average Combined Loan-to-Value Ratios Ratio of the Mortgage Loans Loan as of the Cut-off Date andDate, (ii2) the increases are consistent with the Master Servicer's underwriting policies. , and (3) either: (A) the Credit Line Agreement allows the mortgagee to unilaterally increase the Credit Limit; (B) the Credit Limit increase is made within 90 days of the Cut-off Date; or (C) the Sponsor purchases the Mortgage Loan from the Trust in the manner described below for rate reduction loans. (d) In addition, the Master Servicer may increase the Credit Limits on Mortgage Loans having aggregate Asset Balances of up to an additional 5.0% of the Original Note Principal BalanceBalance at any time, if (1) the increase does not cause the Combined Loan-to-Value Ratio of the Mortgage Loans in the related Loan Group to exceed 100% or the Loan-to-Value of the particular mortgage loan to exceed 100%, (2) the increase in the Credit Limit of a Mortgage Loan does not cause the Combined Loan-to-Value Ratio of the Mortgage Loan to exceed 100%, (3) the increase in the Credit Limit of a Mortgage Loan does not cause the Combined Loan-to-Value Ratio of the Mortgage Loan to increase by more than 25% (for example, a Combined Loan-to-Value Ratio of 50% can be increased to 75%, a Combined Loan-to-Value Ratio of 60% can be increased to 85%, and so forth), (4) the increase is consistent with the Master Servicer's underwriting policies, and (5) either: (A) the Credit Line Agreement allows the mortgagee to unilaterally increase the Credit Limit; (B) the Credit Limit increase is made within 90 days of the Cut-off Date, or (C) the Sponsor purchases the Mortgage Loan from the Trust in the manner described below for rate reduction loans. (e) Furthermore, the Sponsor, without prior approval from the Rating Agencies or the Credit Enhancer, may solicit mortgagors for a reduction in Loan Rates. The Loan Rates of Mortgage Loans in a Loan Group having Asset Balances at the time of the proposed modification that aggregate over time not more than 5.0% of the related Original Note Principal Balance may be subject to reduction. If a mortgagor notifies the Sponsor or the Master Servicer that it wants a reduction in Loan Rate, the Sponsor shall purchase the Mortgage Loan from the Trust as described below. Effective immediately on the same Business Day on which the Sponsor delivers the Purchase Price for the relevant Mortgage Loan to the Master Servicer, all interest of the Trust in the relevant Mortgage Loan shall automatically be transferred and assigned to the Sponsor and all benefits and burdens of ownership of the relevant Mortgage Loan, including the right to accrued interest on it from the date of purchase and the risk of default on the Mortgage Loan, shall pass to the Sponsor. The Master Servicer shall promptly deliver to the Indenture Trustee a certification signed by a Servicing Officer to the effect that all of the requirements for a purchase of a Mortgage Loan in connection with a request by a mortgagor for a reduction in Loan Rate have been satisfied with respect to the relevant Mortgage Loan. The Sponsor shall deliver the Purchase Price for the relevant Mortgage Loan to the Master Servicer promptly after a mortgagor notifies the Sponsor or the Master Servicer that it wants a reduction in Loan Rate, and the Master Servicer shall deposit the Purchase Price for the modified Mortgage Loan in the Collection Account pursuant to Section 3.02 within one Business Day after its receipt of the Purchase Price for the modified Mortgage Loan. Upon receipt by the Indenture Trustee of written notification of the deposit signed by a Servicing Officer, the Indenture Trustee shall release to the Sponsor the related Mortgage File and shall execute and deliver any instruments of transfer or assignment delivered to it for execution and reasonably acceptable to it, in each case without recourse, representation, or warranty, necessary to release the Mortgage Loan from the lien of the Indenture and vest in the Sponsor the Mortgage Loan previously transferred and assigned pursuant to this provision. The certification and written notification of the deposit each from a Servicing Officer may be delivered to the Indenture Trustee electronically, and to the extent the transmission originates on its face from a Servicing Officer, need not be manually signed. (f) In addition, the Master Servicer may agree to changes in the terms of a Mortgage Loan (other than changes referred to above in this Section) at the request of the mortgagor at any time if the changes o do not materially and adversely affect the interests of the Secured Parties or the Holders of the Class C Certificates, o are consistent with prudent and customary business practice as evidenced by a certificate signed by a Servicing Officer delivered to the Indenture Trustee and the Credit Enhancer, o do not extend the maturity date of the Mortgage Loan beyond the final maturity date of the Notes of the related Class, and o the Master Servicer has received an Opinion of Counsel to the effect that such action will not cause any REMIC created under the Trust Agreement to fail to qualify as a REMIC or result in the imposition of any tax under Section 860F(a) or Section 860G of the Code. (g) In addition, the Master Servicer may solicit mortgagors to change any other terms of the related Mortgage Loans at any time if the changes (i) do not materially and adversely affect the interests of the Noteholders, the Transferor, or the Credit Enhancer (ii) are consistent with prudent and customary business practice as evidenced by a certificate signed by a Servicing Officer delivered to the Indenture Trustee and the Credit Enhancer, and (iii) the Master Servicer has received an Opinion of Counsel to the effect that such action will not cause any REMIC created under the Trust Agreement to fail to qualify as a REMIC or result in the imposition of any tax under Section 860F(a) or Section 860G of the Code. Nothing in this Agreement shall limit the right of the Master Servicer to solicit mortgagors with respect to new loans (including mortgage loans) that are not Mortgage Loans. (h) The Master Servicer may register any Mortgage Loan on the MERS(R) System, or cause the removal from registration of any Mortgage Loan on the MERS(R) System, and execute and deliver, on behalf of the Owner Trustee, any instruments of assignment and other comparable instruments with respect to the assignment or re-recording of a mortgage in the name of MERS, solely as nominee for the Owner Trustee and its successors and assigns. For so long as any Mortgage Loan is registered on the MERS(R) System, the Master Servicer shall maintain in good standing its membership in MERS and shall comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS. If any Mortgage Loans are registered on the MERS(R) System, the Master Servicer may cause MERS to execute and deliver an assignment of mortgage in recordable form to transfer any of the Mortgage Loans registered on the MERS(R) System from MERS to the Owner Trustee. The Master Servicer shall promptly notify MERS of any transfer of beneficial ownership or release of any Security Interest in any MOM Loan. The relationship of the Master Servicer to the Trust and the Indenture Trustee under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner, or agent of the Trust or the Indenture Trustee. (i) If the rights and obligations of the Master Servicer are terminated under this Agreement, any successor to the Master Servicer in its sole discretion may terminate the existing subservicer arrangements with any subservicer or assume the terminated Master Servicer's rights under those subservicing arrangements to the extent permitted by applicable law and the subservicing agreements. (j) The Sponsor agrees to indemnify the Trust against any liability for any prohibited transaction taxes and any related interest, additions, and penalties imposed on the Trust as a result of any modification of a Mortgage Loan effected pursuant to this Section, the holding of any Mortgage Loan modified pursuant to this Section by the Trust, any purchase of a modified Mortgage Loan by the Sponsor pursuant to this Section, or the removal of any Mortgage Loan pursuant to Section 2.06 (but such obligation shall not prevent the Sponsor or any other appropriate person from in good faith contesting any such tax in appropriate proceedings and shall not prevent the Sponsor from withholding payment of the tax, if permitted by law, pending the outcome of the proceedings). The Sponsor shall have no right of reimbursement for any amount paid pursuant to the foregoing indemnification, except to the extent that the amount of any tax, interest, and penalties, together with interest thereon, is refunded to the Trust or the Sponsor.

The Master Servicer. (a) The Master Servicer shall, or shall cause the Servicers to, service and administer the Mortgage Home Equity Loans in a manner consistent with the terms of this Agreement and with general industry practice and shall have full power and authority, acting alone or through a subservicerthe Servicers, (i) to execute do any and deliverall things in connection with such servicing and administration which it may deem necessary or desirable, on behalf of it being understood, however, that the Noteholders, the Trust, and the Indenture Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds and other Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan. The Master Servicer shall at all times remain responsible to the parties to this Agreement Indenture Trustee and the Credit Enhancer Class A Noteholders for the performance of its duties and obligations under this Agreementhereunder in accordance with the terms hereof. Any amounts received by any subservicer on the related Servicer in respect of a Mortgage Home Equity Loan shall be considered deemed to have been received by the Master Servicer whether or not actually received by it. Without limiting the generality of the foregoing, the Master Servicer may shall continue, and is hereby authorized and empowered by the Indenture Trustee, to execute and deliver, on behalf of itself, the Noteholders, Class A Noteholders and the Indenture Trustee, Trustee or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, discharge and all other comparable instruments, with respect to the Mortgage Home Equity Loans and with respect to the Mortgaged Properties, in each case to . Upon the extent not inconsistent with this Agreement. At the written request of a Servicing Officerthe Master Servicer, the Depositor and the Indenture Trustee shall furnish the Master Servicer with any powers of attorney and other documents necessary or appropriate to enable the Master Servicer to carry out its servicing and administrative duties under this Agreementhereunder. The Master Servicer in this such capacity may also consent to the placing of a proposed lien senior to that of any mortgage the Mortgage on the related Mortgaged Property, ifprovided that such proposed lien is not secured by a note providing for negative amortization and: (i) the new senior Mortgage relating to the Home Equity Loan was in a first lien secures a mortgage loan that refinances an existing first mortgage loan and (ii) either (a) the Loan-to-Value Ratio of the new mortgage loan (without taking into account any closing costs that may be financed by the new mortgage loan) is equal to or less than the Loan-to-Value Ratio of the first mortgage loan to be replaced (for purposes of calculating the Loan-to-Value Ratio, the Valuation of the Mortgaged Property will be measured by the lesser of (A) the Valuation of the Mortgaged Property position as of the Cut-off Off Date and was in a first lien position immediately prior to the placement of the proposed senior lien, and (Bii) the Valuation ratio of (a) the sum of the Principal Balance of the Home Equity Loan and the principal balance of the mortgage loan to be secured by the proposed senior lien to (b) the Appraised Value of the Mortgaged Property as at the time the Home Equity Loan was originated is not greater than (1) with respect to Home Equity Loans with an original CLTV of 85% or less, 85%, (2) with respect to Home Equity Loans with an original CLTV in excess of 85% and not greater than 95%, 95% and (3) with respect to Home Equity Loans with an original CLTV in excess of 95% and not greater than 115%, 115%; (i) the Mortgage relating to the Home Equity Loan was in a first or second lien position at the time the related Home Equity Loan was conveyed to the Trust and, immediately following the placement of such proposed senior lien, such Mortgage will be in a second or, if such Mortgage was in a second lien position at the time the related Home Equity Loan was conveyed to the Trust, a third lien position and (ii) the principal balance of the date mortgage loan to be secured by the proposed senior lien and the rate at which interest accrues thereon are no greater than those of the refinancing referenced in clause (i)) or (b) the Combined Loan-to-Value Ratio of the new mortgage loan (without taking into account any closing costs that may be financed by the new mortgage loan) and the existing Mortgage Loan is equal to less than 70% (for purposes of calculating the Combined Loan-to-Value Ratio, the Valuation of the Mortgaged Property will be measured as the lesser of (A) the Valuation of the Mortgage Loan as of the Cut-off Date and (B) the Valuation of the Mortgage related Home Equity Loan as of the date of the refinancing referenced in clause (i)). The aggregate Asset Balance of all the Mortgage Loans with respect to which the senior lien may be so modified may not exceed 50% of the Original Note Principal Balance. The Master Servicer may also, without approval from the Rating Agencies or the Credit Enhancer, increase the Credit Limits on Mortgage Loans if (i) new appraisals are obtained and the weighted average Combined Loan-to-Value Ratios of the Mortgage Loans after giving effect it was first conveyed to the increase are less than or equal to the weighted average Combined Loan-to-Value Ratios of the Mortgage Loans as of the Cut-off Date and (ii) the increases are consistent with the Master Servicer's underwriting policies. In addition, the Master Servicer may increase the Credit Limits on Mortgage Loans having aggregate Asset Balances of up to an additional 5.0% of the Original Note Principal Balance, ifTrust; or