Common use of The Master Servicer Clause in Contracts

The Master Servicer. (a) The Master Servicer shall service and administer each Mortgage Loan (except as such obligations may be undertaken by the Special Servicer pursuant to Article VI hereof) on behalf of and in the best interests of and for the benefit of the Bondholders in accordance with the terms of this Servicing Agreement, the terms of the respective Mortgage Loans and Accepted Master Servicing Practices. (b) Subject to Accepted Master Servicing Practices and the terms of this Servicing Agreement and of each Mortgage Loan, the Master Servicer shall have full power and authority to do or cause to be done any and all things in connection with such servicing and administration that it may deem, in its best judgment, necessary or desirable, including, without limitation, to execute and deliver any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to any Mortgage Loan which is not a Specially Serviced Mortgage Loan. Without limiting the 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 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 Mortgagor any information required to be provided to it thereby. Subject to the foregoing, the Master Servicer shall service and administer each Mortgage Loan in accordance with the Mortgage Loan Documents, and shall enforce all provisions provided 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 hereunder. If it shall make such written request, the Master Servicer shall prepare for signature by the Indenture Trustee, and the Indenture Trustee shall sign any such powers of attorney or other documents necessary or appropriate to carry out such duties hereunder; provided, however, that the Indenture Trustee shall not be held liable for any misuse of any such power of attorney by the Master Servicer. (c) The Master Servicer (as to non-Specially Serviced Mortgage Loans) and the Special Servicer (as to Specially Serviced Mortgaged Loans) assumes, with respect to each Mortgage Loan (except as otherwise set forth in this Servicing Agreement), full responsibility for the timely payment (subject to Section 4.05(b) with respect to any Nonrecoverable Advances) of all customary, reasonable and necessary "out of pocket" costs and expenses (including reasonable attorneys' fees and disbursements) whether or not reimbursable by the Trust Estate, incurred in connection with: (i) any enforcement, administrative or judicial proceedings, or any necessary legal work or advice specifically related to servicing the Mortgage Loans, including but not limited to, bankruptcies, condemnations, drug seizures, foreclosures by subordinate lienholders, legal costs associated with preparing powers of attorney pursuant to Section 4.01(b) above, and other claim or legal actions incidental to the servicing of the Mortgage Loans (provided that such expenses are reasonable and that the Master Servicer or Special Servicer, as applicable, 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 Servicing Agreement, including renewal payments); and (iii) compliance with the servicing provisions applicable to the Master Servicer or Special Servicer, as applicable, set forth herein. With respect to any costs described in clauses (i) and (ii) above as to non-Specially Serviced Mortgaged Loans, and to the extent the related Mortgage Loan Documents do not provide for escrow payments or the Master Servicer 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 Master Servicing Practices of such nonpayment by the Mortgagor before it becomes delinquent, and, otherwise, the Master Servicer shall effect immediate payment of all such expenses which have become delinquent and about which it has knowledge or should have knowledge based on Accepted Master Servicing Practices. The Master Servicer shall make Property Protection Advances from its own funds to effect such payments to the extent not deemed a Nonrecoverable Advance and shall be reimbursed therefor in accordance with Section 4.03(a) hereof; provided, that with respect to the payment of taxes and assessments, the Master Servicer shall make such advance within five (5) Business Days after the Master Servicer has received confirmation that such item has not been paid; provided further that the Master Servicer shall use its reasonable best efforts in accordance with Accepted Master Servicing Practices, to confirm whether such items have been paid. With respect to any costs described in clause (iii) above, the Master Servicer shall be entitled to reimbursement of such costs as Property Protection Advances only to the extent expressly provided in this Servicing Agreement. If the Master Servicer determines with respect to any Mortgage Loan that a Property Protection Advance, if made, would constitute a Nonrecoverable Advance or that it has made a Nonrecoverable Advance, it shall deliver to the Indenture Trustee a Nonrecoverable Advance Certificate. (d) Upon the occurrence of a Servicing Transfer Event or upon the resignation or termination of the Master Servicer, the Master Servicer shall effect the timely and efficient transfer of its servicing responsibilities (excluding, with respect to a Servicing Transfer Event, the Master Servicer's obligation to make Advances; provided, that, if the Master Servicer is terminated or resigns, the Master Servicer shall no longer have the obligation to make Advances and the successor shall be obligated to do so subsequent to the date of such termination or resignation).

The Master Servicer. (a) The Master Servicer shall service and administer each Mortgage Loan (except as such obligations may be undertaken by assigned to the Special Servicer pursuant to Article VI hereof) on behalf of the Trust Fund and in the best interests of and for the benefit of the Bondholders Certificateholders in accordance with the terms of this Servicing Agreement, the terms of the respective Mortgage Loans and Accepted Master Servicing Practices. (b) Subject to Accepted Master Servicing Practices Practices, Section 4.16 and the other terms of this Servicing Agreement and of each Mortgage Loan, the Master Servicer shall have full power and authority to do or cause to be done any and all things in connection with such servicing and administration that it may deem, in its best judgment, necessary or desirable, including, without limitation, to execute and deliver deliver, on behalf of the Trust Fund, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to any Mortgage Loan which is not a Specially Serviced Mortgage Loan. Without limiting the generality of the foregoing, the Master Servicer shall, and is hereby authorized and empowered to, with respect to each Mortgage Loan, to prepare, execute and deliver deliver, on behalf of the Trust Fund and at the expense of the IssuerTrust Fund's expense, any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien on the related Mortgaged Property and related collateral. The Master Servicer shall service and administer each Mortgage Loan in accordance with applicable state and federal Law law and shall provide to each related Mortgagor any information required to be provided to it thereby. Subject to the foregoing, the Master Servicer shall service and administer each Mortgage Loan in accordance with the related Mortgage Loan Documents, and shall enforce all provisions provided designated in the such Mortgage Loan Documents, including but not limited to the establishment and administration of escrow accounts, reserve accounts, impound accounts and operation and maintenance plans. The Master Servicer may from time to time request in writing submit to the Trustee for execution any powers of attorney and other documents necessary or appropriate to enable the such Master Servicer to carry out its servicing and administrative duties hereunder. If it shall make such written requestNotwithstanding the foregoing, the Master Servicer shall not modify, waive or amend any term of any Mortgage Loan (or consent to any such modification, waiver or amendment) if such modification, waiver or amendment would affect the related Monthly Payment (other than the portion thereof relating to Escrow Payments), the related Maturity Date, the related Mortgage interest rate or the related amortization schedule unless the Master Servicer determines that the contemplated action will not result in an Adverse REMIC Event in accordance with Accepted Master Servicing Practices or in reliance upon an Opinion of Counsel. The Master Servicer may only waive late payment charges in respect of a Mortgage Loan with the Directing Certificateholder's prior consent; provided, however, the Master Servicer may waive late payment charges in respect of a Mortgage Loan without the Directing Certificateholder's prior consent to the extent the same exceed the sum of (x) all unreimbursed P&I Advances made in ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ Mortgage Loan (after the Delivery Date and prior to the collection of such late payment charges), together with all interest thereon at the Advance Rate, and (y) all reimbursements owed to the Special Servicer or the Trust for costs incurred in connection with inspections of the related Mortgaged Property. 77 The Master Servicer may only waive Default Interest with the Directing Certificateholder's prior consent. The Master Servicer shall prepare for signature by the Indenture Trustee, and the Indenture Trustee shall sign any such powers of attorney or other documents necessary or appropriate to carry out such duties hereunder; provided, however, that the Indenture . The Trustee shall not be held liable responsible for any misuse action taken or omitted to be taken by any Servicer pursuant to the application of any such power powers of attorney by unless such action was taken or omitted to be taken at the express written direction of, and in the manner specified by, the Trustee. Notwithstanding anything contained herein to the contrary, neither the Master Servicer nor the Special Servicer shall without the Trustee's written consent: (i) except as relating to a Mortgage Loan which the Master Servicer or the Special Servicer, as applicable, is servicing pursuant to its respective duties herein (in which case such Servicer shall give notice to the Trustee of the initiation), initiate any action, suit or proceeding solely under the Trustee's name without indicating the Master Servicer's or Special Servicer's, as applicable, representative capacity, or (ii) take any action with the intent to, and which actually does cause, the Trustee to be registered to do business in any state. (c) The Master Servicer (as to non-Specially Serviced Mortgage Loans) and the Special Servicer (as to Specially Serviced Mortgaged Loans) assumes, with respect to each Mortgage Loan (except as otherwise set forth in Article VI and this Servicing AgreementSection 4.01(c)), full responsibility for the timely payment (subject to Section 4.05(b) with respect to any Nonrecoverable Advances) of all customary, reasonable and necessary "out of pocket" costs and expenses (including reasonable attorneys' fees and disbursements) whether or not reimbursable by the Trust Estate, incurred in connection with: (i) any enforcement, administrative or judicial proceedings, or any necessary legal work or advice specifically related to servicing the Mortgage Loans, including but not limited to, bankruptcies, condemnations, drug seizures, foreclosures by subordinate or superior lienholders, legal costs associated with preparing powers of attorney pursuant to Section 4.01(b) above, and other claim or legal actions incidental to the servicing of the Mortgage Loans (provided that such expenses are reasonable and that the Master Servicer or Special Servicer, as applicable, specifies the Mortgage Loan(s) to which such expenses relatereasonable); (ii) all ground rents, taxes, assessments, water rates, sewer rates and other charges, as applicable, that are or may become a lien upon the a related Mortgaged Property, and all fire, flood, flood and hazard and other insurance coverage (to the extent required in this Servicing Agreement, including renewal payments); and (iii) compliance with the servicing provisions applicable to the such Master Servicer or Special Servicer, as applicable, set forth herein. With respect to any costs described in clauses (i) and (ii) above as to non-Specially Serviced Mortgaged Loans, and to the extent the related Mortgage Loan Documents do not provide for escrow payments Escrow Payments or the Master Servicer determines that any such payments have not been made by the related Mortgagor, the Master Servicer shall make a Servicing Advance to effect timely payment of all such expenses (in the case of those set forth in clause (ii) above, before they become delinquent delinquent) if the Master Servicer shall have or should have had knowledge based on Accepted Master Servicing Practices of such nonpayment by the Mortgagor before it becomes delinquent, and, otherwise, the Master Servicer shall effect immediate payment of all such expenses which have become delinquent and about which it has knowledge or should have knowledge based on Accepted Master Servicing Practices. The Practices have become delinquent, unless, with respect to the payment of taxes and assessments, the Master Servicer reasonably anticipates that such bill will be paid by the Mortgagor ▇▇ the close of business on or before the delinquency date, but in any event the Master Servicer shall make Property Protection such advance within 90 days after such date or five Business Days after the Master Servicer has received confirmation that such item has not been paid, whichever is earlier, provided that during such 90-day period the Master Servicer shall use best efforts consistent with Accepted Master Servicing Practices to confirm whether such bill has been paid. The Master Ser▇▇▇▇r shall make such Servicing Advances with respect to Mortgage Loans from its own funds to effect such payments only to the extent not deemed a Nonrecoverable Advance and shall be reimbursed therefor in accordance with Section 4.03(a) hereof; provided, that with respect to the payment of taxes and assessments, the Master Servicer shall make such advance within five (5) Business Days after the Master Servicer has received confirmation that such item has not been paid; provided further that the Master Servicer shall use its reasonable best efforts in accordance with Accepted Master Servicing Practices, to confirm whether such items have been paid. With respect to any costs described in clause (iii) above, the Master Servicer shall be entitled to reimbursement of such costs as Property Protection Servicing Advances only to the extent expressly provided in this Servicing Agreement. If the Master Servicer determines with respect to any Mortgage Loan that a Property Protection Servicing Advance, if made, would constitute a Nonrecoverable Advance or that it has made a Nonrecoverable Advance, it shall deliver to the Indenture Trustee and the Directing Certificateholder a Nonrecoverable Advance Certificate. Notwithstanding the foregoing, with respect to legal costs incurred in connection with preparing powers of attorney pursuant to clause (i) above, the Master Servicer shall not be entitled to reimbursement for preparing a form of a power of attorney for each state or for legal costs incurred in connection with the preparation of a power of attorney specifically for a Mortgage Loan. (d) Upon the occurrence of a Servicing Transfer Event or upon the resignation or termination of the Master Servicerwith respect to a Mortgage Loan, the Master Servicer immediately notify the Directing Certificateholder and shall effect the timely and efficient transfer of its servicing responsibilities with respect to such Mortgage Loan to the Special Servicer. (excluding, e) Unless the Master Servicer and the Special Servicer with respect to a Servicing Transfer EventMortgage Loan are the same Person, the Master Servicer's obligation not later than two (2) Business Days after a Mortgage Loan ceases to make Advances; provided, that, if the Master Servicer is terminated or resignsbe a Specially Serviced Mortgage Loan, the Master Servicer shall send a letter by first class mail substantially in the form of Exhibit L notifying the related Mortgagor that servicing has been transferred to the Master Servicer. (f) The Master Servicer shall have no longer have responsibility for the obligation performance by the Special Servicer of its duties hereunder, provided that the Master Servicer shall continue certain servicing and reporting functions with respect to make Advances Specially Serviced Mortgage Loans as set forth in this Agreement. (g) The Master Servicer shall calculate for each Mortgage Loan, to the extent provided in and consistent with a Mortgage Loan, any related Prepayment Premium required to be calculated by reference to a U.S. Treasury Rate (or a specified number of basis points in excess thereof) by determining the successor shall be obligated to do so subsequent to present value as of the date of prepayment of the remaining Monthly Payments from such termination or resignationdate of prepayment through the related stated maturity (including the Balloon Payment). With respect to any Specially Serviced Mortgage Loan, the Master Servicer shall request confirmation from the Special Servicer as to the calculation of the related Prepayment Premium. (h) With respect to any Mortgage Loan that has a ground lease, the Master Servicer, on behalf of the Trustee, shall send notice to the related ground lessor to the effect that the Trustee is the new mortgagee under such Mortgage Loan.

The Master Servicer. (a) The Master Servicer shall service and administer each Mortgage Loan (except as such obligations may be undertaken by assigned to the Special Servicer pursuant to Article VI hereof) on behalf of the Trust Fund and in the best interests of and for the benefit of the Bondholders Certificateholders in accordance with the terms of this Servicing Agreement, the terms of the respective Mortgage Loans and Accepted Master Servicing Practices. (b) Subject to Accepted Master Servicing Practices and the terms of this Servicing Agreement and of each Mortgage Loan, the Master Servicer shall have full power and authority to do or cause to be done any and all things in connection with such servicing and administration that it may deem, in its best judgment, necessary or desirable, including, without limitation, to execute and deliver deliver, on behalf of the Trust Fund, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to any Mortgage Loan which is not a Specially Serviced Mortgage Loan. Without limiting the generality of the foregoing, the Master Servicer shall, and is hereby authorized and empowered to, with respect to each Mortgage Loan, to prepare, execute and deliver deliver, on behalf of the Trust Fund and at the expense of the IssuerTrust Fund's expense, any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien on the related Mortgaged Property and related collateral. The Master Servicer shall service and administer each Mortgage Loan in accordance with applicable state and federal Law law and shall provide to each related Mortgagor any information required to be provided to it thereby. Subject to the foregoing, the Master Servicer shall service and administer each Mortgage Loan in accordance with the related Mortgage Loan Documents, and shall enforce all provisions provided designated in the such Mortgage Loan Documents, including but not limited to the establishment and administration of escrow accounts, reserve accounts, impound accounts and operation and maintenance plans. The Master Servicer may from time to time request in writing obtain from the Trustee any powers of attorney and other documents necessary or appropriate to enable the such Master Servicer to carry out its servicing and administrative duties hereunder. If it shall make such written requestNotwithstanding the foregoing, the Master Servicer shall not modify, waive or amend any term of any Mortgage Loan (or consent to any such modification, waiver or amendment) if such modification, waiver or amendment would affect the related Monthly Payment (other than the portion thereof relating to Escrow Payments), the related Maturity Date, the related Mortgage interest rate or the related amortization schedule. The Master Servicer shall prepare for signature by the Indenture Trustee, and the Indenture Trustee shall sign any such powers of attorney or other documents necessary or appropriate to carry out such duties hereunder; provided, however, that the Indenture . The Trustee shall not be held liable responsible for any misuse action taken or omitted to be taken by any Servicer pursuant to the application of any such power powers of attorney by unless such action was taken or omitted to be taken at the Master Servicerexpress written direction of, and in the manner specified by, the Trustee. (c) The Master Servicer (as to non-Specially Serviced Mortgage Loans) and the Special Servicer (as to Specially Serviced Mortgaged Loans) assumes, with respect to each Mortgage Loan (except as otherwise set forth in Article VI and this Servicing AgreementSection 4.01(c)), full responsibility for the timely payment (subject to Section 4.05(b) with respect to any Nonrecoverable Advances) of all customary, reasonable and necessary "out of pocket" costs and expenses (including reasonable attorneys' fees and disbursements) whether or not reimbursable by the Trust Estate, incurred in connection with: (i) any enforcement, administrative or judicial proceedings, or any necessary legal work or advice specifically related to servicing the Mortgage Loans, including but not limited to, bankruptcies, condemnations, drug seizures, foreclosures by subordinate or superior lienholders, legal costs associated with preparing powers of attorney pursuant to Section 4.01(b) above, and other claim or legal actions incidental to the servicing of the Mortgage Loans (provided that such expenses are reasonable and that the Master Servicer or Special Servicer, as applicable, specifies the Mortgage Loan(s) to which such expenses relatereasonable); (ii) all ground rents, taxes, assessments, water rates, sewer rates and other charges, as applicable, that are or may become a lien upon the a related Mortgaged Property, and all fire, flood, flood and hazard and other insurance coverage (to the extent required in this Servicing Agreement, including renewal payments); and (iii) compliance with the servicing provisions applicable to the such Master Servicer or Special Servicer, as applicable, set forth herein. With respect to any costs described in clauses (i) and (ii) above as to non-Specially Serviced Mortgaged Loans, and to the extent the related Mortgage Loan Documents do not provide for escrow payments Escrow Payments or the Master Servicer determines that any such payments have not been made by the related Mortgagor, the Master Servicer shall make a Servicing Advance to effect timely payment of all such expenses (in the case of those set forth in clause (ii) above, before they become delinquent delinquent) if the Master Servicer shall have or should have had knowledge based on Accepted Master Servicing Practices of such nonpayment by the Mortgagor before it becomes delinquent, and, otherwise, the Master Servicer shall effect immediate payment of all such expenses which have become delinquent and about which it has knowledge or should have knowledge based on Accepted Master Servicing PracticesPractices have become delinquent. The Master Servicer shall make Property Protection such Servicing Advances with respect to Mortgage Loans from its own funds to effect such payments only to the extent not deemed a Nonrecoverable Advance and shall be reimbursed therefor in accordance with Section 4.03(a) and Section 4.06(c) hereof; provided, that with respect to the payment of taxes and assessments, the Master Servicer shall make such advance within five (5) Business Days after the Master Servicer has received confirmation that such item has not been paid; provided further that the Master Servicer shall use its reasonable best efforts in accordance with Accepted Master Servicing Practices, to confirm whether such items have been paid. With respect to any costs described in clause (iii) above, the Master Servicer shall be entitled to reimbursement of such costs as Property Protection Servicing Advances only to the extent expressly provided in this Servicing Agreement. If the Master Servicer determines with respect to any Mortgage Loan that a Property Protection Servicing Advance, if made, would constitute a Nonrecoverable Advance or that it has made a Nonrecoverable Advance, it shall deliver to the Indenture Trustee a Nonrecoverable Advance Certificate. Notwithstanding the foregoing, with respect to legal costs incurred in connection with preparing powers of attorney pursuant to clause (i) above, the Master Servicer shall only be entitled to reimbursement for preparing a form of a power of attorney for each state and not for legal costs incurred in connection with the preparation of a power of attorney specifically for a Mortgage Loan. (d) Upon the occurrence of a Servicing Transfer Event or upon the resignation or termination of the Master Servicerwith respect to a Mortgage Loan, the Master Servicer shall effect the timely and efficient transfer of its servicing responsibilities to the Special Servicer. (excluding, e) Unless the Master Servicer and the Special Servicer with respect to a Servicing Transfer EventMortgage Loan are the same Person, the Master Servicer's obligation not later than two (2) Business Days after a Mortgage Loan ceases to make Advances; provided, that, if the Master Servicer is terminated or resignsbe a Specially Serviced Mortgage Loan, the Master Servicer shall no longer have send a letter by first class mail in the obligation to make Advances and form of Exhibit L hereto notifying the successor shall be obligated to do so subsequent related Mortgagor that servicing has been transferred to the date Master Servicer. (f) The Master Servicer shall, have no responsibility for the performance by the Special Servicer of such termination or resignation)its duties hereunder, provided that the Master Servicer shall continue certain servicing and reporting functions with respect to Specially Serviced Mortgage Loans as set forth in this Agreement.

The Master Servicer. (a) The Master Servicer shall service and administer each Mortgage Loan (except as such obligations may be undertaken by assigned to the Special Servicer pursuant to Article VI hereof) on behalf of and in the best interests of and for the benefit of the Bondholders Trust Fund in accordance with applicable law, the terms of this Servicing Agreement, the terms of the respective Mortgage Loans and and, to the extent consistent with the foregoing, Accepted Master Servicing Practices. (b) Subject to Accepted Master Servicing Practices Practices, Section 3.18 and the other terms of this Servicing Agreement and of each Mortgage Loan, the Master Servicer shall have full power and authority to do or cause to be done any and all things in connection with such servicing and administration that it may deem, in its best judgment, necessary or desirable, including, without limitation, to execute and deliver deliver, on behalf of the Trust Fund, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to any Mortgage Loan which is not a Specially Serviced Mortgage Loan, subject, in certain instances, to the Special Servicer's approval of certain actions with respect to Mortgage Loans that are not Specially Serviced Mortgage Loans. Without limiting the generality of the foregoing, the Master Servicer shall, and is hereby authorized and empowered to, with respect to each Mortgage Loan, to prepare, execute and deliver deliver, on behalf of the Trust Fund and at the expense of the IssuerTrust Fund's expense, any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien on the related Mortgaged Property and related collateral. The Master Servicer shall service and administer each Mortgage Loan in accordance with applicable state and federal Law law and shall provide to each related Mortgagor any information required to be provided to it thereby. Subject to the foregoing, the Master Servicer shall service and administer each Mortgage Loan in accordance with the related Mortgage Loan Documents, and shall enforce all provisions provided designated in the such Mortgage Loan Documents, including but not limited to the establishment and administration of escrow accounts, reserve accounts, impound accounts and operation and maintenance plans. The Master Servicer may from time to time request in writing submit to the Trustee for execution any powers of attorney and other documents necessary or appropriate to enable the such Master Servicer to carry out its servicing and administrative duties hereunder. If it shall make such written requestNotwithstanding the foregoing, the Master Servicer shall not modify, waive or amend any term of any Mortgage Loan (or consent to any such modification, waiver or amendment) if such modification, waiver or amendment would affect the related Monthly Payment (other than the portion thereof relating to Escrow Payments), the related Maturity Date, the related Mortgage interest rate or the related amortization schedule unless the Master Servicer determines that the contemplated action will not result in an Adverse REMIC Event in accordance with Accepted Master Servicing Practices in reliance upon an Opinion of Counsel. The Master Servicer shall prepare for signature by the Indenture Trustee, and the Indenture Trustee shall sign any such powers of attorney or other documents necessary or appropriate to carry out such duties hereunder; provided, however, that the Indenture . The Trustee shall not be held liable responsible for any misuse action taken or omitted to be taken by any Servicer pursuant to the application of any such power powers of attorney by unless such action was taken or omitted to be taken at the express written direction of, and in the manner specified by, the Trustee. Notwithstanding anything contained herein to the contrary, neither the Master Servicer nor the Special Servicer shall without the Trustee's written consent: (i) except as relating to a Mortgage Loan which the Master Servicer or the Special Servicer, as applicable, is servicing pursuant to its respective duties herein (in which case such Servicer shall give notice to the Trustee of the initiation), initiate any action, suit or proceeding solely under the Trustee's name without indicating the Master Servicer's or Special Servicer's, as applicable, representative capacity, or (ii) take any action with the intent to, and which actually does cause, the Trustee to be registered to do business in any state. (c) The Master Servicer (as to non-Specially Serviced Mortgage Loans) and the Special Servicer (as to Specially Serviced Mortgaged Loans) assumes, with respect to each Mortgage Loan (except as otherwise set forth in Article VI and this Servicing AgreementSection 4.01(c)), full responsibility for the timely payment (subject to Section 4.05(b) with respect to any Nonrecoverable Advances) of all customary, reasonable and necessary "out of pocket" costs and expenses (including reasonable attorneys' fees and disbursements) whether or not reimbursable by the Trust Estate, incurred in connection with: (i) any enforcement, administrative or judicial proceedings, or any necessary legal work or advice specifically related to servicing the Mortgage Loans, including but not limited to, bankruptcies, condemnations, drug seizures, foreclosures by subordinate or superior lienholders, legal costs associated with preparing powers of attorney pursuant to Section 4.01(b) above, and other claim or legal actions incidental to the servicing of the Mortgage Loans (provided that such expenses are reasonable reasonable), but excluding any enforcement or necessary legal work or advice specifically related to monitoring or enforcing the Foreign Currency Exchange Contract (which costs and that the Master Servicer or Special Servicerexpenses, as applicableif any, specifies the Mortgage Loan(s) to which such expenses relateshall constitute a Servicing Advance); (ii) all ground rents, taxes, assessments, water rates, sewer rates and other charges, as applicable, that are or may become a lien upon the a related Mortgaged Property, and all fire, flood, flood and hazard and other insurance coverage (to the extent required in this Servicing Agreement, including renewal payments); and (iii) compliance with the servicing provisions applicable to the such Master Servicer or Special Servicer, as applicable, set forth herein. With respect to any costs described in clauses (i) and (ii) above as to non-Specially Serviced Mortgaged Loans, and to the extent the related Mortgage Loan Documents do not provide for escrow payments Escrow Payments or the Master Servicer determines that any such payments have not been made by the related Mortgagor, the Master Servicer shall make a Servicing Advance to effect timely payment of all such expenses (in the case of those set forth in clause (ii) above, before they become delinquent delinquent) if the Master Servicer shall have or should have had knowledge based on Accepted Master Servicing Practices of such nonpayment by the Mortgagor before it becomes delinquent, and, otherwise, the Master Servicer shall effect immediate payment of all such expenses which have become delinquent and about which it has knowledge or should have knowledge based on Accepted Master Servicing PracticesPractices have become delinquent, unless, with respect to the payment of taxes and assessments, the Master Servicer reasonably anticipates that such b▇▇▇ will be paid by the Mortgagor by the close of business on or before the delinquency date, but in any event the Master Servicer shall make such advance within 90 days after such date or five Business Days after the Master Servicer has received confirmation that such item has not been paid, whichever is earlier, provided that during such 90-day period the Master Servicer shall use best efforts consistent with Accepted Master Servicing Practices to confirm whether such b▇▇▇ has been paid. The Master Servicer shall make Property Protection such Servicing Advances with respect to Mortgage Loans from its own funds to effect such payments only to the extent not deemed a Nonrecoverable Advance and shall be reimbursed therefor in accordance with Section 4.03(a) hereof; provided, that with respect to the payment of taxes and assessments, the Master Servicer shall make such advance within five (5) Business Days after the Master Servicer has received confirmation that such item has not been paid; provided further that the Master Servicer shall use its reasonable best efforts in accordance with Accepted Master Servicing Practices, to confirm whether such items have been paid. With respect to any costs described in clause (iii) above, the Master Servicer shall be entitled to reimbursement of such costs as Property Protection Servicing Advances only to the extent expressly provided in this Servicing Agreement. If the Master Servicer determines with respect to any Mortgage Loan that a Property Protection Servicing Advance, if made, would constitute a Nonrecoverable Advance or that it has made a Nonrecoverable Advance, it shall deliver to the Indenture Trustee a Nonrecoverable Advance Certificate. (d) Upon the occurrence of a Servicing Transfer Event or upon the resignation or termination of the Master Servicerwith respect to a Mortgage Loan, the Master Servicer shall effect the timely and efficient transfer of its servicing responsibilities to the Special Servicer. (excluding, e) Unless the Master Servicer and the Special Servicer with respect to a Servicing Transfer EventMortgage Loan are the same Person, the Master Servicer's obligation to make Advances; provided, that, if not later than two (2) Business Days after the Master Servicer is terminated or resignsbecomes aware that a Mortgage Loan ceases to be a Specially Serviced Mortgage Loan, the Master Servicer shall send a letter by first class mail substantially in the form of Exhibit L hereto notifying the related Mortgagor that servicing has been transferred to the Master Servicer. (f) The Master Servicer shall have no longer have responsibility for the obligation performance by the Special Servicer of its duties hereunder, provided that the Master Servicer shall continue certain servicing and reporting functions with respect to make Advances Specially Serviced Mortgage Loans as set forth in this Agreement. (g) The Master Servicer shall calculate for each Mortgage Loan, to the extent provided in and consistent with a Mortgage Loan, any related Prepayment Premium required to be calculated by reference to a U.S. Treasury Rate (or a specified number of basis points in excess thereof) by determining the successor shall be obligated to do so subsequent to present value as of the date of prepayment of the remaining Monthly Payments from such termination or resignationdate of prepayment through the related stated maturity (including the Balloon Payment). With respect to any Specially Serviced Mortgage Loan, the Master Servicer shall request confirmation from the Special Servicer as to the calculation of the related Prepayment Premium. (h) With respect to any Mortgage Loan that has a ground lease, the Master Servicer, on behalf of the Trustee, shall send notice to the related ground lessor to the effect that the Trustee is the new mortgagee under such Mortgage Loan.

The Master Servicer. (a) The Master Servicer shall, or shall cause the Servicers to, service and administer each Mortgage Loan (except as such obligations may be undertaken by the Special Servicer pursuant to Article VI hereof) on behalf of and Home Equity Loans in the best interests of and for the benefit of the Bondholders in accordance a manner consistent with the terms of this Servicing Agreement, Agreement and the terms Settlement Agreement (to the extent that no term or provision of the respective Mortgage Loans Settlement Agreement (excluding those terms identified in the Specified Filing) shall adversely affect in any material respect the interests of the Noteholders or (so long as no Insurer Default exists and Accepted Master Servicing Practices. (bis continuing) Subject to Accepted Master Servicing Practices the Insurer) and the terms of this Servicing Agreement with general industry practice and of each Mortgage Loan, the Master Servicer shall have full power and authority authority, acting alone or through the Servicers, to do or cause to be done any and all things in connection with such servicing and administration that which it may deem, in its best judgment, deem necessary or desirable, includingit being understood, without limitationhowever, that the Master Servicer shall at all times remain responsible to the Indenture Trustee, the Noteholders, and to the Insurer (so long as no Insurer Default exists and is continuing) for the performance of its duties and obligations hereunder in accordance with the terms hereof. Any amounts received by the related Servicer in respect of a Home Equity Loan shall be deemed to have been received by the Master Servicer whether or not actually received by it. Without limiting the generality of the foregoing, the Master Servicer shall 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 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 and the Indenture Trustee or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to any Mortgage Loan which is not a Specially Serviced Mortgage Loanthe Home Equity Loans and with respect to the Mortgaged Properties. Without limiting Upon the generality written request of the foregoingMaster Servicer, the Depositor and the Indenture Trustee shall furnish 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 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 Mortgagor any information required to be provided to it thereby. Subject to the foregoing, the Master Servicer shall service and administer each Mortgage Loan in accordance with the Mortgage Loan Documents, and shall enforce all provisions provided 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 hereunder. If it shall make such written request, the Master Servicer shall prepare for signature by the Indenture Trustee, and the Indenture Trustee shall sign any such powers of attorney or other documents necessary or appropriate to carry out such duties hereunder; provided, however, that the Indenture Trustee shall not be held liable for any misuse of any such power of attorney by the Master Servicer. (c) The Master Servicer (as in such capacity may also consent to non-Specially Serviced the placing of a proposed lien senior to that of the Mortgage Loans) and on the Special Servicer (as to Specially Serviced related Mortgaged Loans) assumesProperty, with respect to each Mortgage Loan (except as otherwise set forth in this Servicing Agreement), full responsibility provided that such proposed lien is not secured by a note providing for the timely payment (subject to Section 4.05(b) with respect to any Nonrecoverable Advances) of all customary, reasonable and necessary "out of pocket" costs and expenses (including reasonable attorneys' fees and disbursements) whether or not reimbursable by the Trust Estate, incurred in connection withnegative amortization and: (i) any enforcement, administrative or judicial proceedings, or any necessary legal work or advice specifically related to servicing the Mortgage Loans, including but not limited to, bankruptcies, condemnations, drug seizures, foreclosures by subordinate lienholders, legal costs associated with preparing powers of attorney pursuant to Section 4.01(b) above, and other claim or legal actions incidental relating to the servicing Home Equity Loan was in a first lien position as of the Mortgage Loans (provided that such expenses are reasonable Cut-Off Date and that the Master Servicer or Special Servicer, as applicable, 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 was in a first lien upon the Mortgaged Property, and all fire, flood, hazard and other insurance coverage (position immediately prior to the extent required in this Servicing Agreementplacement of the proposed senior lien, including renewal payments); and (iii) compliance with the servicing provisions applicable to the Master Servicer or Special Servicer, as applicable, set forth herein. With respect to any costs described in clauses (i) and (ii) above as the ratio of (a) the sum of the Principal Balance of the Home Equity Loan and the principal balance of the mortgage loan to non-Specially Serviced Mortgaged Loans, and to the extent the related Mortgage Loan Documents do not provide for escrow payments or the Master Servicer determines that any such payments have not been made be secured by the related Mortgagor, proposed senior lien to (b) the Master Servicer shall effect timely payment Appraised Value of all such expenses before they become delinquent if the Master Servicer shall have or should have had knowledge based on Accepted Master Servicing Practices of such nonpayment by Mortgaged Property at the Mortgagor before it becomes delinquent, and, otherwise, time the Master Servicer shall effect immediate payment of all such expenses which have become delinquent and about which it has knowledge or should have knowledge based on Accepted Master Servicing Practices. The Master Servicer shall make Property Protection Advances from its own funds to effect such payments to the extent Home Equity Loan was originated is not deemed a Nonrecoverable Advance and shall be reimbursed therefor in accordance with Section 4.03(agreater than (1) hereof; provided, that with respect to the payment Home Equity Loans with an original CLTV of taxes and assessments85% or less, the Master Servicer shall make such advance within five 85%, (52) Business Days after the Master Servicer has received confirmation that such item has not been paid; provided further that the Master Servicer shall use its reasonable best efforts in accordance with Accepted Master Servicing Practices, to confirm whether such items have been paid. With respect to any costs described in clause (iii) above, the Master Servicer shall be entitled to reimbursement of such costs as Property Protection Advances only to the extent expressly provided in this Servicing Agreement. If the Master Servicer determines with respect to any Mortgage Loan that a Property Protection AdvanceHome Equity Loans with an original CLTV in excess of 85% and not greater than 95%, if made, would constitute a Nonrecoverable Advance or that it has made a Nonrecoverable Advance, it shall deliver to the Indenture Trustee a Nonrecoverable Advance Certificate. 95% and (d3) Upon the occurrence of a Servicing Transfer Event or upon the resignation or termination of the Master Servicer, the Master Servicer shall effect the timely and efficient transfer of its servicing responsibilities (excluding, with respect to 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 Servicing Transfer Eventfirst or second lien position at the time the related Home Equity Loan was conveyed to the Trust and, immediately following the Master Servicer's obligation to make Advances; providedplacement of such proposed senior lien, thatsuch Mortgage will be in a second or, if such Mortgage was in a second lien position at the Master Servicer is terminated or resignstime the related Home Equity Loan was conveyed to the Trust, a third lien position and (ii) the Master Servicer shall no longer have principal balance of the obligation mortgage loan to make Advances be secured by the proposed senior lien and the successor shall be obligated to do so subsequent rate at which interest accrues thereon are no greater than those of the related Home Equity Loan as of the date it was first conveyed to the date of such termination or resignation).Trust; or

The Master Servicer. (a) The Master Servicer shall, or shall cause the Servicers to, service and administer each Mortgage Loan (except as such obligations may be undertaken by the Special Servicer pursuant to Article VI hereof) on behalf of and Home Equity Loans in the best interests of and for the benefit of the Bondholders in accordance a manner consistent with the terms of this Servicing Agreement, Agreement and the terms Settlement Agreement (to the extent that no term or provision of the respective Mortgage Loans Settlement Agreement (excluding those terms identified in the Specified Filing) shall adversely affect in any material respect the interests of the Noteholders and Accepted Master Servicing Practices. (b) Subject to Accepted Master Servicing Practices with general industry practice and the terms of this Servicing Agreement and of each Mortgage Loan, the Master Servicer shall have full power and authority authority, acting alone or through the Servicers, to do or cause to be done any and all things in connection with such servicing and administration that which it may deem, in its best judgment, deem necessary or desirable, includingit being understood, without limitationhowever, that the Master Servicer shall at all times remain responsible to the Indenture Trustee and the Noteholders for the performance of its duties and obligations hereunder in accordance with the terms hereof. Any amounts received by the related Servicer in respect of a Home Equity Loan shall be deemed to have been received by the Master Servicer whether or not actually received by it. Without limiting the generality of the foregoing, the Master Servicer shall 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 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 and the Indenture Trustee or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to any Mortgage Loan which is not a Specially Serviced Mortgage Loanthe Home Equity Loans and with respect to the Mortgaged Properties. Without limiting Upon the generality written request of the foregoingMaster Servicer, the Depositor and the Indenture Trustee shall furnish 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 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 Mortgagor any information required to be provided to it thereby. Subject to the foregoing, the Master Servicer shall service and administer each Mortgage Loan in accordance with the Mortgage Loan Documents, and shall enforce all provisions provided 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 hereunder. If it shall make such written request, the Master Servicer shall prepare for signature by the Indenture Trustee, and the Indenture Trustee shall sign any such powers of attorney or other documents necessary or appropriate to carry out such duties hereunder; provided, however, that the Indenture Trustee shall not be held liable for any misuse of any such power of attorney by the Master Servicer. (c) The Master Servicer (as in such capacity may also consent to non-Specially Serviced the placing of a proposed lien senior to that of the Mortgage Loans) and on the Special Servicer (as to Specially Serviced related Mortgaged Loans) assumesProperty, with respect to each Mortgage Loan (except as otherwise set forth in this Servicing Agreement), full responsibility provided that such proposed lien is not secured by a note providing for the timely payment (subject to Section 4.05(b) with respect to any Nonrecoverable Advances) of all customary, reasonable and necessary "out of pocket" costs and expenses (including reasonable attorneys' fees and disbursements) whether or not reimbursable by the Trust Estate, incurred in connection withnegative amortization and: (i) any enforcement, administrative or judicial proceedings, or any necessary legal work or advice specifically related to servicing the Mortgage Loans, including but not limited to, bankruptcies, condemnations, drug seizures, foreclosures by subordinate lienholders, legal costs associated with preparing powers of attorney pursuant to Section 4.01(b) above, and other claim or legal actions incidental relating to the servicing Home Equity Loan was in a first lien position as of the Mortgage Loans (provided that such expenses are reasonable Cut-Off Date and that the Master Servicer or Special Servicer, as applicable, 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 was in a first lien upon the Mortgaged Property, and all fire, flood, hazard and other insurance coverage (position immediately prior to the extent required in this Servicing Agreementplacement of the proposed senior lien, including renewal payments); and (iii) compliance with the servicing provisions applicable to the Master Servicer or Special Servicer, as applicable, set forth herein. With respect to any costs described in clauses (i) and (ii) above as the ratio of (a) the sum of the Principal Balance of the Home Equity Loan and the principal balance of the mortgage loan to non-Specially Serviced Mortgaged Loans, and to the extent the related Mortgage Loan Documents do not provide for escrow payments or the Master Servicer determines that any such payments have not been made be secured by the related Mortgagor, proposed senior lien to (b) the Master Servicer shall effect timely payment Appraised Value of all such expenses before they become delinquent if the Master Servicer shall have or should have had knowledge based on Accepted Master Servicing Practices of such nonpayment by Mortgaged Property at the Mortgagor before it becomes delinquent, and, otherwise, time the Master Servicer shall effect immediate payment of all such expenses which have become delinquent and about which it has knowledge or should have knowledge based on Accepted Master Servicing Practices. The Master Servicer shall make Property Protection Advances from its own funds to effect such payments to the extent Home Equity Loan was originated is not deemed a Nonrecoverable Advance and shall be reimbursed therefor in accordance with Section 4.03(agreater than (1) hereof; provided, that with respect to the payment Home Equity Loans with an original CLTV of taxes and assessments85% or less, the Master Servicer shall make such advance within five 85%, (52) Business Days after the Master Servicer has received confirmation that such item has not been paid; provided further that the Master Servicer shall use its reasonable best efforts in accordance with Accepted Master Servicing Practices, to confirm whether such items have been paid. With respect to any costs described in clause (iii) above, the Master Servicer shall be entitled to reimbursement of such costs as Property Protection Advances only to the extent expressly provided in this Servicing Agreement. If the Master Servicer determines with respect to any Mortgage Loan that a Property Protection AdvanceHome Equity Loans with an original CLTV in excess of 85% and not greater than 95%, if made, would constitute a Nonrecoverable Advance or that it has made a Nonrecoverable Advance, it shall deliver to the Indenture Trustee a Nonrecoverable Advance Certificate. 95% and (d3) Upon the occurrence of a Servicing Transfer Event or upon the resignation or termination of the Master Servicer, the Master Servicer shall effect the timely and efficient transfer of its servicing responsibilities (excluding, with respect to 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 Servicing Transfer Eventfirst or second lien position at the time the related Home Equity Loan was conveyed to the Trust and, immediately following the Master Servicer's obligation to make Advances; providedplacement of such proposed senior lien, thatsuch Mortgage will be in a second or, if such Mortgage was in a second lien position at the Master Servicer is terminated or resignstime the related Home Equity Loan was conveyed to the Trust, a third lien position and (ii) the Master Servicer shall no longer have principal balance of the obligation mortgage loan to make Advances be secured by the proposed senior lien and the successor shall be obligated to do so subsequent rate at which interest accrues thereon are no greater than those of the related Home Equity Loan as of the date it was first conveyed to the date of such termination or resignation).Trust; or

The Master Servicer. (a) The Master Servicer shall service and administer each Mortgage Loan (except as such obligations may be undertaken by assigned to the Special Servicer pursuant to Article VI hereof) on behalf of the Trust Fund and in the best interests of and for the benefit of the Bondholders Certificateholders in accordance with the terms of this Servicing Agreement, the terms of the respective Mortgage Loans and Accepted Master Servicing Practices. (b) Subject to Accepted Master Servicing Practices and the terms of this Servicing Agreement and of each Mortgage Loan, the Master Servicer shall have full power and authority to do or cause to be done any and all things in connection with such servicing and administration that it may deem, in its best judgment, necessary or desirable, including, without limitation, to execute and deliver deliver, on behalf of the Trust Fund, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to any Mortgage Loan which is not a Specially Serviced Mortgage Loan. Without limiting the generality of the foregoing, the Master Servicer shall, and is hereby authorized and empowered to, with respect to each Mortgage Loan, to prepare, execute and deliver deliver, on behalf of the Trust Fund and at the expense of the IssuerTrust Fund's expense, any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien on the related Mortgaged Property and related collateral. The Master Servicer shall service and administer each Mortgage Loan in accordance with applicable state and federal Law law and shall provide to each related Mortgagor any information required to be provided to it thereby. Subject to the foregoing, the Master Servicer shall service and administer each Mortgage Loan in accordance with the related Mortgage Loan Documents, and shall enforce all provisions provided designated in the such Mortgage Loan Documents, including but not limited to the establishment and administration of escrow accounts, reserve accounts, impound accounts and operation and maintenance plans. The Master Servicer may from time to time request in writing obtain from the Trustee any powers of attorney and other documents necessary or appropriate to enable the such Master Servicer to carry out its servicing and administrative duties hereunder. If it shall make such written requestNotwithstanding the foregoing, the Master Servicer shall not modify, waive or amend any term of any Mortgage Loan (or consent to any such modification, waiver or amendment) if such modification, waiver or amendment would affect the related Monthly Payment (other than the portion thereof relating to Escrow Payments), the related Maturity Date, the related Mortgage interest rate or the related amortization schedule. The Master Servicer shall prepare for signature by the Indenture Trustee, and the Indenture Trustee shall sign any such powers of attorney or other documents necessary or appropriate to carry out such duties hereunder; provided, however, that the Indenture . The Trustee shall not be held liable responsible for any misuse action taken or omitted to be taken by any Servicer pursuant to the application of any such power powers of attorney by unless such action was taken or omitted to be taken at the Master Servicerexpress written direction of, and in the manner specified by, the Trustee. (c) The Master Servicer (as to non-Specially Serviced Mortgage Loans) and the Special Servicer (as to Specially Serviced Mortgaged Loans) assumes, with respect to each Mortgage Loan (except as otherwise set forth in Article VI and this Servicing AgreementSection 4.01(c)), full responsibility for the timely payment (subject to Section 4.05(b) with respect to any Nonrecoverable Advances) of all customary, reasonable and necessary "out of pocket" costs and expenses (including reasonable attorneys' fees and disbursements) whether or not reimbursable by the Trust Estate, incurred in connection with: (i) any enforcement, administrative or judicial proceedings, or any necessary legal work or advice specifically related to servicing the Mortgage Loans, including but not limited to, bankruptcies, condemnations, drug seizures, foreclosures by subordinate or superior lienholders, legal costs associated with preparing powers of attorney pursuant to Section 4.01(b) above, and other claim or legal actions incidental to the servicing of the Mortgage Loans (provided that such expenses are reasonable and that the Master Servicer or Special Servicer, as applicable, specifies the Mortgage Loan(s) to which such expenses relatereasonable); (ii) all ground rents, taxes, assessments, water rates, sewer rates and other charges, as applicable, that are or may become a lien upon the a related Mortgaged Property, and all fire, flood, flood and hazard and other insurance coverage (to the extent required in this Servicing Agreement, including renewal payments); and (iii) compliance with the servicing provisions applicable to the such Master Servicer or Special Servicer, as applicable, set forth herein. With respect to any costs described in clauses (i) and (ii) above as to non-Specially Serviced Mortgaged Loans, and to the extent the related Mortgage Loan Documents do not provide for escrow payments Escrow Payments or the Master Servicer determines that any such payments have not been made by the related Mortgagor, the Master Servicer shall make a Servicing Advance to effect timely payment of all such expenses (in the case of those set forth in clause (ii) above, before they become delinquent delinquent) if the Master Servicer shall have or should have had knowledge based on Accepted Master Servicing Practices of such nonpayment by the Mortgagor before it becomes delinquent, and, otherwise, the Master Servicer shall effect immediate payment of all such expenses which have become delinquent and about which it has knowledge or should have knowledge based on Accepted Master Servicing PracticesPractices have become delinquent. The Master Servicer shall make Property Protection such Servicing Advances with respect to Mortgage Loans from its own funds to effect such payments only to the extent not deemed a Nonrecoverable Advance and shall be reimbursed therefor in accordance with Section 4.03(a) and Section 4.06(c) hereof; provided, that with respect to the payment of taxes and assessments, the Master Servicer shall make such advance within five (5) Business Days after the Master Servicer has received confirmation that such item has not been paid; provided further that the Master Servicer shall use its reasonable best efforts in accordance with Accepted Master Servicing Practices, to confirm whether such items have been paid. With respect to any costs described in clause (iii) above, the Master Servicer shall be entitled to reimbursement of such costs as Property Protection Servicing Advances only to the extent expressly provided in this Servicing Agreement. If the Master Servicer determines with respect to any Mortgage Loan that a Property Protection Servicing Advance, if made, would constitute a Nonrecoverable Advance or that it has made a Nonrecoverable Advance, it shall deliver to the Indenture Trustee a Nonrecoverable Advance Certificate. Notwithstanding the foregoing, with respect to legal costs incurred in connection with preparing powers of attorney pursuant to clause (i) above, the Master Servicer shall only be entitled to reimbursement for preparing a form of a power of attorney for each state and not for legal costs incurred in connection with the preparation of a power of attorney specifically for a Mortgage Loan. (d) Upon the occurrence of a Servicing Transfer Event or upon the resignation or termination of the Master Servicerwith respect to a Mortgage Loan, the Master Servicer shall effect the timely and efficient transfer of its servicing responsibilities to the Special Servicer. (excluding, e) Unless the Master Servicer and the Special Servicer with respect to a Servicing Transfer EventMortgage Loan are the same Person, not later than two (2) Business Days after a Mortgage Loan ceases to be a Specially Serviced Mortgage Loan, the Special Servicer shall send a letter by first class mail in the form of Exhibit L hereto notifying the related Mortgagor that servicing has been transferred to the Master Servicer's obligation to make Advances; provided, that, if the . (f) The Master Servicer is terminated or resignsshall, have no responsibility for the performance by the Special Servicer of its duties hereunder, provided that the Master Servicer shall no longer have the obligation continue certain servicing and reporting functions with respect to make Advances and the successor shall be obligated to do so subsequent to the date of such termination or resignation)Specially Serviced Mortgage Loans as set forth in this Agreement.

The Master Servicer. (a) It is intended that the Trust formed hereunder shall consist of the REMIC I and that the affairs of the Trust shall be conducted so as to qualify the REMIC I as a "real estate mortgage investment conduit" as defined in and in accordance with the REMIC Provisions. In furtherance of such intentions, the Master Servicer covenants and agrees that it shall not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status of the REMIC I. (b) The Master Servicer shall service and administer each the Mortgage Loan (except as such obligations may be undertaken by the Special Servicer pursuant to Article VI hereof) on behalf of and Loans in the best interests of and for the benefit of the Bondholders in accordance a manner consistent with the terms of this Servicing Agreement, the terms of the respective Mortgage Loans and Accepted Master Servicing Practices. (b) Subject to Accepted Master Servicing Practices and the terms of this Servicing Agreement and of each Mortgage Loan, the Master Servicer with general industry practice and shall have full power and authority authority, acting alone or through a Subservicer, to do or cause to be done any and all things in connection with such servicing and administration that which it may deem, in its best judgment, deem necessary or desirable, includingit being understood, without limitationhowever, that the Master Servicer shall at all times remain responsible to the Trustee and the Certificateholders for the performance of its duties and obligations hereunder in accordance with the terms hereof and any amounts in respect of the Mortgage Loans received by any such Subservicer shall be deemed to have been received by the Master Servicer whether or not actually received by it. Without limiting the generality of the foregoing, the Master Servicer shall continue, and is hereby authorized and empowered by the Trustee, to execute and deliver deliver, in 95 102 connection with the Trust taking possession of any Mortgaged Property or upon receipt from the Mortgagor of the amounts owed under the related Mortgage Loan and upon delivery of written notice to the Trustee, on behalf of itself, the Certificateholders and the Trustee or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to any the Mortgage Loan which is not Loans and with respect to the Mortgaged Properties. The Trustee shall upon written request of a Specially Serviced Mortgage Loan. Without limiting the generality of the foregoing, Servicing Officer furnish 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 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 Mortgagor any information required to be provided to it thereby. Subject to the foregoing, the Master Servicer shall service and administer each Mortgage Loan in accordance with the Mortgage Loan Documents, and shall enforce all provisions provided 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 hereunder. If it shall make such written request, the Master Servicer shall prepare for signature by the Indenture Trustee, and the Indenture Trustee shall sign any such which powers of attorney or other documents necessary shall be prepared by the Master Servicer. The relationship of the Master Servicer (and of any successor to the Master Servicer as servicer and any Subservicer under this Agreement) to the Trustee under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or appropriate agent. (c) In the event that the rights, duties and obligations of the Master Servicer are terminated hereunder, any successor to carry out the Master Servicer shall assume the terminated Master Servicer's rights under such duties hereunder; subservicing arrangements which termination or assumption will not violate the terms of such arrangements. (d) [RESERVED] (e) The Master Servicer may agree to changes in the terms of a Mortgage Loan that would not cause the REMIC I to fail to qualify as a REMIC, as evidenced by a Nondisqualification Opinion delivered by the Master Servicer to the Trustee prior to the effective date of any such change, provided, however, that such changes (i) do not adversely affect the Indenture Trustee shall not be held liable for any misuse interests of any such power Certificateholders, (ii) are consistent with prudent business practice, as evidenced by an Officer's Certificate, substantially in the form of attorney Exhibit G, delivered by the Master ServicerServicer 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. (cf) [RESERVED] (g) The Master Servicer (as to non-Specially Serviced Mortgage Loans) may enter into subservicing agreements for any servicing and the Special Servicer (as to Specially Serviced Mortgaged Loans) assumes, with respect to each Mortgage Loan (except as otherwise set forth in this Servicing Agreement), full responsibility for the timely payment (subject to Section 4.05(b) with respect to any Nonrecoverable Advances) administration of all customary, reasonable and necessary "out of pocket" costs and expenses (including reasonable attorneys' fees and disbursements) whether or not reimbursable by the Trust Estate, incurred in connection with: (i) any enforcement, administrative or judicial proceedings, or any necessary legal work or advice specifically related to servicing the Mortgage Loans, including but not limited to, bankruptcies, condemnations, drug seizures, foreclosures by subordinate lienholders, legal costs associated with preparing powers of attorney pursuant to Section 4.01(b) above, and other claim or legal actions incidental to the servicing of the Mortgage Loans (provided that such expenses are reasonable and that the Master Servicer or Special Servicer, as applicable, specifies the Mortgage Loan(s) to with any institution 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 is in this Servicing Agreement, including renewal payments); and (iii) compliance with the servicing provisions applicable 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 or Special Servicer, as applicable, set forth herein. With respect to any costs described in clauses (i) and (ii) above as to non-Specially Serviced Mortgaged Loans, and to the extent the related Mortgage Loan Documents do not provide for escrow payments or the Master Servicer 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 Master Servicing Practices of such nonpayment by the Mortgagor before it becomes delinquent, and, otherwise, the Master Servicer shall effect immediate payment of all such expenses which have become delinquent and about which it has knowledge or should have knowledge based on Accepted Master Servicing Practices. The Master Servicer shall make Property Protection Advances from its own funds to effect such payments give notice to the extent not deemed a Nonrecoverable Advance and Trustee of the appointment of any Subservicer. Any subservicing arrangement shall be reimbursed therefor in accordance consistent with Section 4.03(a) hereof; provided, that with respect and not violate the provisions of this Agreement. The Master Servicer shall not be relieved of its obligations under this Agreement notwithstanding any such arrangement or any of the provisions of this Agreement relating to the payment of taxes and assessments, arrangements between the Master Servicer shall make such advance within five (5) Business Days after the Master Servicer has received confirmation that such item has not been paid; provided further that the Master Servicer shall use its reasonable best efforts in accordance with Accepted Master Servicing Practicesand a Subservicer or otherwise, to confirm whether such items have been paid. With respect to any costs described in clause (iii) above, and the Master Servicer shall be entitled to reimbursement of such costs as Property Protection Advances only obligated to the same extent expressly provided in this Servicing Agreement. If and under the same terms and conditions as if the Master Servicer determines alone were servicing and administering the Mortgage Loans. Any such arrangement shall be deemed to be between the Subservicer and the 96 103 Master Servicer alone and the Trustee and the Trust shall not be deemed a party thereto and shall have no claims, rights, obligations, duties or liabilities with respect to any Mortgage Loan that a Property Protection Advance, if made, would constitute a Nonrecoverable Advance or that it has made a Nonrecoverable Advance, it shall deliver to the Indenture Trustee a Nonrecoverable Advance CertificateSubservicer. (dh) Upon The Master Servicer and all Subservicers shall be deemed a single entity for the occurrence purpose of a Servicing Transfer Event or upon determining compliance with the resignation or termination terms of the Master Servicer, this Agreement and the Master Servicer shall effect be deemed to have received Principal Collections and Interest Collections on the timely Mortgage Loans when any Subservicer has received such Principal Collections and efficient transfer of its servicing responsibilities (excluding, with respect to a Servicing Transfer Event, the Master Servicer's obligation to make Advances; provided, that, if the Master Servicer is terminated or resigns, the Master Servicer shall no longer have the obligation to make Advances and the successor shall be obligated to do so subsequent to the date of such termination or resignation)Interest Collections.