Common use of Administration and Servicing Clause in Contracts

Administration and Servicing. of Loans in Warehouse --------------------------------------------------- (a) Originator To Act as Servicer. Originator shall service and administer ----------------------------- the Loans and shall have power and authority to do any and all things in connection with such servicing and administration which Originator may deem necessary or desirable and consistent with the terms of this Servicing Agreement and the Master Mortgage Loan Purchasing Agreement excepting the following: (1) Originator may not waive, modify or vary any term of any Loan or consent to the postponement of strict compliance with any such term or in any manner grant indulgence to the Mortgagor without the prior consent of Purchaser. (2) Originator may not permit any modification with respect to any Loan that would increase or decrease the Mortgage Interest Rate, defer or forgive the payment of any principal or interest, reduce the outstanding principal amount (except for actual payments of principal), or extend the final maturity date of such Loan. Without limiting the generality of the above, Originator shall continue, and is hereby authorized and empowered in accordance with this Servicing Agreement, to execute and deliver on behalf of Purchaser, all instruments of satisfaction or cancellation, or of partial or full release, discharge and all other comparable instruments, with respect to the Loan and with respect to the Mortgaged Property. If reasonably required by Originator, Purchaser shall furnish Originator with any powers of attorney and other documents necessary or appropriate to enable Originator to carry out its servicing and administrative duties under this Servicing Agreement. In servicing and administering the Loans, Originator shall employ procedures (including the collection procedures) and exercise the same care that it customarily employs and exercises in servicing and administering Loans for its own account giving due consideration to accepted mortgage servicing practices of prudent lending institutions and the Purchaser's reliance on Originator. The Loans may not be sub-serviced on behalf of Originator without written permission from the Purchaser.

Administration and Servicing. OF MORTGAGE LOANS Section 3.01 Master Servicer to Act as Servicer. (See Section 3.01 of Loans in Warehouse ---------------------------------------------------the Standard Terms) Section 3.02 Subservicing Agreements Between Master Servicer and Subservicers; Enforcement of Subservicers' and Sellers' Obligations. (a) Originator To Act as Servicer. Originator shall service The Master Servicer may continue in effect Subservicing Agreements entered into by Residential Funding and administer ----------------------------- Subservicers prior to the Loans execution and shall have power delivery of this Agreement, and authority to do any and all things in connection may enter into new Subservicing Agreements with such Subservicers, for the servicing and administration of all or some of the Mortgage Loans. Each Subservicer shall be either (i) an institution the accounts of which Originator may deem necessary are insured by the FDIC or desirable (ii) another entity that engages in the business of originating or servicing mortgage loans, and in either case shall be authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the Subservicer to perform its obligations hereunder and under the Subservicing Agreement, and in either case shall be a Freddie Mac, ▇▇▇▇▇▇ ▇▇▇ or HUD approved mortgage servicer. In addition, any Subservicer of a Mortgage Loan insured by the FHA must be an FHA-approved servicer, and any Subservicer of a Mortgage Loan guaranteed by the VA must be a VA-approved servicer. Each Subservicer of a Mortgage Loan shall be entitled to receive and retain, as provided in the related Subservicing Agreement and in Section 3.07 of the Standard Terms, the related Subservicing Fee from payments of interest received on such Mortgage Loan after payment of all amounts required to be remitted to the Master Servicer in respect of such Mortgage Loan. For any Mortgage Loan that is a Nonsubserviced Mortgage Loan, the Master Servicer shall be entitled to receive and retain an amount equal to the Subservicing Fee from payments of interest. Unless the context otherwise requires, references in this Agreement to actions taken or to be taken by the Master Servicer in servicing the Mortgage Loans include actions taken or to be taken by a Subservicer on behalf of the Master Servicer. Each Subservicing Agreement will be upon such terms and conditions as are generally required by, permitted by or consistent with the terms of Program Guide and are not inconsistent with this Servicing Agreement and as the Master Mortgage Loan Purchasing Servicer and the Subservicer have agreed; provided that, the Subservicing Agreement excepting between the following: (1) Originator Master Servicer and ▇▇▇▇▇ Fargo, if any, will be upon such terms and conditions as are consistent with this Agreement and as the Master Servicer and the Subservicer have agreed, which may not waivebe consistent with the Program Guide. With the approval of the Master Servicer, a Subservicer may delegate its servicing obligations to third-party servicers, but such Subservicer will remain obligated under the related Subservicing Agreement. The Master Servicer and a Subservicer may enter into amendments thereto or a different form of Subservicing Agreement, and the form referred to or included in the Program Guide is merely provided for information and shall not be deemed to limit in any respect the discretion of the Master Servicer to modify or vary any term of any Loan or consent to the postponement of strict compliance with enter into different Subservicing Agreements; provided, however, that any such term amendments or different forms shall be consistent with and not violate the provisions of either this Agreement or the Program Guide in a manner which would materially and adversely affect the interests of the Certificateholders. The Program Guide and any manner grant indulgence other Subservicing Agreement entered into between the Master Servicer and any Subservicer shall require the Subservicer to accurately and fully report its borrower credit files to each of the Mortgagor without the prior consent of PurchaserCredit Repositories in a timely manner. (2b) Originator may not permit any modification with respect to any Loan that would increase or decrease the Mortgage Interest Rate, defer or forgive the payment of any principal or interest, reduce the outstanding principal amount (except for actual payments of principal), or extend the final maturity date of such Loan. Without limiting the generality See Section 3.02(b) of the above, Originator shall continue, and is hereby authorized and empowered in accordance with this Servicing Agreement, to execute and deliver on behalf of Purchaser, all instruments of satisfaction or cancellation, or of partial or full release, discharge and all other comparable instruments, with respect to the Loan and with respect to the Mortgaged Property. If reasonably required by Originator, Purchaser shall furnish Originator with any powers of attorney and other documents necessary or appropriate to enable Originator to carry out its servicing and administrative duties under this Servicing Agreement. In servicing and administering the Loans, Originator shall employ procedures (including the collection procedures) and exercise the same care that it customarily employs and exercises in servicing and administering Loans for its own account giving due consideration to accepted mortgage servicing practices of prudent lending institutions and the Purchaser's reliance on Originator. The Loans may not be sub-serviced on behalf of Originator without written permission from the Purchaser.Standard Terms)

Administration and Servicing. OF MORTGAGE LOANS Section 3.01 Master Servicer to Act as Servicer. (See Section 3.01 of Loans in Warehouse ---------------------------------------------------the Standard Terms) Section 3.02 Subservicing Agreements Between Master Servicer and Subservicers; Enforcement of Subservicers' and Sellers' Obligations. (a) Originator To Act as Servicer. Originator shall service The Master Servicer may continue in effect Subservicing Agreements entered into by Residential Funding and administer ----------------------------- Subservicers prior to the Loans execution and shall have power delivery of this Agreement, and authority to do any and all things in connection may enter into new Subservicing Agreements with such Subservicers, for the servicing and administration of all or some of the Mortgage Loans. Each Subservicer shall be either (i) an institution the accounts of which Originator may deem necessary are insured by the FDIC or desirable (ii) another entity that engages in the business of originating or servicing mortgage loans, and in either case shall be authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the Subservicer to perform its obligations hereunder and under the Subservicing Agreement, and in either case shall be a Freddie Mac, Fannie Mae or HUD approved m▇▇▇▇▇▇e ▇ervicer. In addition, any Subservicer of a Mortgage Loan insured by the FHA must be an FHA-approved servicer, and any Subservicer of a Mortgage Loan guaranteed by the VA must be a VA-approved servicer. Each Subservicer of a Mortgage Loan shall be entitled to receive and retain, as provided in the related Subservicing Agreement and in Section 3.07 of the Standard Terms, the related Subservicing Fee from payments of interest received on such Mortgage Loan after payment of all amounts required to be remitted to the Master Servicer in respect of such Mortgage Loan. For any Mortgage Loan that is a Nonsubserviced Mortgage Loan, the Master Servicer shall be entitled to receive and retain an amount equal to the Subservicing Fee from payments of interest. Unless the context otherwise requires, references in this Agreement to actions taken or to be taken by the Master Servicer in servicing the Mortgage Loans include actions taken or to be taken by a Subservicer on behalf of the Master Servicer. Each Subservicing Agreement will be upon such terms and conditions as are generally required by, permitted by or consistent with the terms of Program Guide and are not inconsistent with this Servicing Agreement and as the Master Mortgage Loan Purchasing Servicer and the Subservicer have agreed; provided that, the Subservicing Agreement excepting between the following: (1) Originator Master Servicer and Wells Fargo, if any, will be ▇▇▇▇ such terms and conditions as are consistent with this Agreement and as the Master Servicer and the Subservicer have agreed, which may not waivebe consistent with the Program Guide. With the approval of the Master Servicer, a Subservicer may delegate its servicing obligations to third-party servicers, but such Subservicer will remain obligated under the related Subservicing Agreement. The Master Servicer and a Subservicer may enter into amendments thereto or a different form of Subservicing Agreement, and the form referred to or included in the Program Guide is merely provided for information and shall not be deemed to limit in any respect the discretion of the Master Servicer to modify or vary any term of any Loan or consent to the postponement of strict compliance with enter into different Subservicing Agreements; provided, however, that any such term amendments or different forms shall be consistent with and not violate the provisions of either this Agreement or the Program Guide in a manner which would materially and adversely affect the interests of the Certificateholders. The Program Guide and any manner grant indulgence other Subservicing Agreement entered into between the Master Servicer and any Subservicer shall require the Subservicer to accurately and fully report its borrower credit files to each of the Mortgagor without the prior consent of PurchaserCredit Repositories in a timely manner. (2b) Originator may not permit any modification with respect to any Loan that would increase or decrease the Mortgage Interest Rate, defer or forgive the payment of any principal or interest, reduce the outstanding principal amount (except for actual payments of principal), or extend the final maturity date of such Loan. Without limiting the generality See Section 3.02(b) of the above, Originator shall continue, and is hereby authorized and empowered in accordance with this Servicing Agreement, to execute and deliver on behalf of Purchaser, all instruments of satisfaction or cancellation, or of partial or full release, discharge and all other comparable instruments, with respect to the Loan and with respect to the Mortgaged Property. If reasonably required by Originator, Purchaser shall furnish Originator with any powers of attorney and other documents necessary or appropriate to enable Originator to carry out its servicing and administrative duties under this Servicing Agreement. In servicing and administering the Loans, Originator shall employ procedures (including the collection procedures) and exercise the same care that it customarily employs and exercises in servicing and administering Loans for its own account giving due consideration to accepted mortgage servicing practices of prudent lending institutions and the Purchaser's reliance on Originator. The Loans may not be sub-serviced on behalf of Originator without written permission from the Purchaser.Standard Terms)

Administration and Servicing. of Loans in Warehouse ---------------------------------------------------OF THE MORTGAGE LOANS; ACCOUNTS (a) Originator To SECTION 3.01. The Servicer to Act as Servicer. Originator From and after the Closing Date, the Servicer shall service and administer ----------------------------- the Mortgage Loans on behalf of the Trust Fund and in the best interests of and for the benefit of the Certificateholders (as determined by the Servicer in its reasonable judgment) in accordance with the terms of this Agreement and the respective Mortgage Loans and all applicable law and regulations and, to the extent consistent with such terms, in the same manner in which it services and administers similar mortgage loans for its own portfolio, giving due consideration to customary and usual standards of practice of prudent mortgage lenders and loan servicers administering similar mortgage loans but without regard to: (i) any relationship that the Servicer or any Affiliate of the Servicer may have with the related Mortgagor; (ii) the ownership of any Certificate by the Servicer or any Affiliate of the Servicer; (iii) the Servicer’s obligation to make P&I Advances or Servicing Advances; or (iv) the Servicer’s right to receive compensation for its services hereunder; provided, however, that with respect to the Mortgage Loans serviced pursuant to an Assignment Agreement, the Servicer will be entitled to seek indemnification in accordance with Section 7.03 hereof for any liability attributable to it as a result of the acts and omissions of the respective Interim Subservicer or the failure of an Interim Subservicer to service the related Mortgage Loans in accordance with this Agreement. To the extent consistent with the foregoing, the Servicer shall also seek to maximize the timely and complete recovery of principal and interest on the Mortgage Notes and shall waive (or permit a Sub-Servicer to waive) a Prepayment Charge only under the following circumstances: (i) such waiver is standard and customary in servicing similar Mortgage Loans and such waiver is related to a default or reasonably foreseeable default and would, in the reasonable judgment of the Servicer, maximize recovery of total proceeds taking into account the value of such Prepayment Charge and the related Mortgage Loan and, if such waiver is made in connection with a refinancing of the related Mortgage Loan, such refinancing is related to a default or a reasonably foreseeable default, (ii) such Prepayment Charge is unenforceable in accordance with applicable law or the collection of such related Prepayment Charge would otherwise violate applicable law or (iii) the collection of such Prepayment Charge would be considered “predatory” pursuant to written guidance published or issued by any applicable federal, state or local regulatory authority acting in its official capacity and having jurisdiction over such matters. Notwithstanding any provision in this Agreement to the contrary, in the event the Prepayment Charge payable under the terms of the Mortgage Note is less than the amount of the Prepayment Charge set forth in the Prepayment Charge Schedule or other information provided to the Servicer, the Servicer shall not have any liability or obligation with respect to such difference, and in addition shall not have any liability or obligation to pay the amount of any uncollected Prepayment Charge if the failure to collect such amount is the direct result of inaccurate or incomplete information on the Prepayment Charge Schedule. Subject only to the above-described servicing standards (the “Accepted Servicing Practices”) and the terms of this Agreement and of the related Mortgage Loans, the Servicer shall have full power and authority authority, to do or cause to be done any and all things in connection with such servicing and administration which Originator it may deem necessary or desirable and consistent with the terms goal of this Servicing Agreement and the Master Mortgage Loan Purchasing Agreement excepting the following: (1) Originator may not waive, modify or vary any term maximizing proceeds of any Loan or consent to the postponement of strict compliance with any such term or in any manner grant indulgence to the Mortgagor without the prior consent of Purchaser. (2) Originator may not permit any modification with respect to any Loan that would increase or decrease the Mortgage Interest Rate, defer or forgive the payment of any principal or interest, reduce the outstanding principal amount (except for actual payments of principal), or extend the final maturity date of such Loan. Without limiting the generality of the aboveforegoing, Originator shall continue, and the Servicer in its own name is hereby authorized and empowered by the Trustee when it believes it appropriate in accordance with this Servicing Agreementits best judgment, to execute and deliver deliver, on behalf of Purchaserthe Trust Fund, the Certificateholders and the Trustee or any of them, and upon written notice to the Trustee, any and all instruments of satisfaction or cancellation, or of partial or full releaserelease or discharge or subordination, discharge and all other comparable instruments, with respect to the Loan related Mortgage Loans and the related Mortgaged Properties and to institute foreclosure proceedings or obtain a deed-in-lieu of foreclosure so as to convert the ownership of such properties, and to hold or cause to be held title to such properties, on behalf of the Trustee, for the benefit of the Trust Fund and the Certificateholders. The Servicer shall service and administer the related Mortgage Loans in accordance with respect applicable state and federal law and shall provide to the Mortgaged PropertyMortgagors any reports required to be provided to them thereby. If reasonably required by OriginatorThe Servicer shall also comply in the performance of this Agreement with all reasonable rules and requirements of each insurer under any standard hazard insurance policy. Subject to Section 3.14, Purchaser the Trustee shall execute, at the written request of the Servicer, and furnish Originator with any powers to the Servicer a power of attorney in the form of Exhibit D hereto and other documents necessary or appropriate to enable Originator the Servicer to carry out its servicing and administrative duties hereunder and furnished to the Trustee by the Servicer, and the Trustee shall not be liable for the actions of the Servicer under such powers of attorney and shall be indemnified by the Servicer for any cost, liability or expense incurred by the Trustee in connection with the Servicer’s use or misuse of any such power of attorney. In accordance with Accepted Servicing Practices, the Servicer shall make or cause to be made Servicing Advances as necessary for the purpose of effecting the payment of taxes and assessments on the Mortgaged Properties, which Servicing Advances shall be reimbursable in the first instance from related collections from the related Mortgagors pursuant to Section 3.07, and further as provided in Section 3.09; provided, however, the Servicer shall only make such Servicing Advance if the related Mortgagor has not made such payment and if the failure to make such Servicing Advance would result in the loss of the related Mortgaged Property due to a tax sale or foreclosure as result of a tax lien. Any cost incurred by the Servicer in effecting the payment of taxes and assessments on a Mortgaged Property shall not, for the purpose of calculating the Stated Principal Balance of such Mortgage Loan or distributions to Certificateholders, be added to the unpaid principal balance of the related Mortgage Loan, notwithstanding that the terms of such Mortgage Loan so permit. The parties to this Agreement acknowledge that Servicing Advances shall be reimbursable pursuant to Section 3.09 of this Agreement, and agree that no Servicing Advance shall be rejected or disallowed by any party unless it has been shown that such Servicing Advance was not made in accordance with the terms of this Agreement. In servicing Notwithstanding the foregoing, the parties understand and administering agree that, with respect to any Mortgage Loan (1) the LoansMaster Servicer shall not approve the reimbursement of any Servicing Advance made with respect to such Mortgage Loan prior to the Cut-off Date or the Subsequent Cut-off Date (each, Originator a “Pre-Cut-off Date Advance”) unless and until it has received a Servicing Advance Schedule listing the amount of Pre-Cut-off Date Advances made in respect of such Mortgage Loan from (a) the related Servicer or the Interim Servicer with respect to any Mortgage Loans or Subsequent Mortgage Loans that were transferred to such Servicer or Interim Servicer prior to the Cut-off Date or prior to the Subsequent Cut-off Date and/or (b) the Depositor with respect to any Mortgage Loans or Subsequent Mortgage Loans that were transferred to the related Servicer or Interim Servicer after the Cut-off Date or the Subsequent Cut-off Date, as applicable, (3) the Depositor shall employ procedures be deemed to have agreed with and approved the Pre-Cut-off Date Advances shown on any Servicing Advance Schedule furnished to the Master Servicer, and (4) the Master Servicer will have no liability to the Depositor, the Servicer or any other Person, including any Certificateholder, for approving reimbursement of related Pre-Cut-off Date Advances so long as the collection proceduresaggregate amount of such advances reimbursed hereunder does not exceed of the amount of Pre-Cut-off Date Advances for such Mortgage Loan shown on the Servicing Advance Schedule. Notwithstanding anything in this Agreement to the contrary, the Servicer may not make any future advances with respect to a Mortgage Loan and the Servicer shall not permit any modification with respect to any related Mortgage Loan that would change the Mortgage Rate, reduce or increase the principal balance (except for reductions resulting from actual payments of principal) or change the final maturity date on such related Mortgage Loan (unless, as provided in Section 3.06, the related Mortgagor is in default with respect to the related Mortgage Loan or such default is, in the judgment of the Servicer, reasonably foreseeable) or any modification, waiver or amendment of any term of any related Mortgage Loan that would both (A) effect an exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or final, temporary or proposed Treasury regulations promulgated thereunder) and exercise (B) cause any Trust REMIC created hereunder to fail to qualify as a REMIC under the same care Code or the imposition of any tax on “prohibited transactions” or “contributions after the startup date” under the REMIC Provisions. In the event that it customarily employs and exercises in servicing and administering Loans for its own account giving due consideration the Mortgage Loan Documents relating to accepted mortgage servicing practices a Mortgage Loan contain provisions requiring the related Mortgagor to arbitrate disputes (at the option of prudent lending institutions and the Purchaser's reliance on Originator. The Loans may not be sub-serviced Trustee, on behalf of Originator without the Trust), the Trustee hereby authorizes the Servicer to waive the Trustee’s right or option to arbitrate disputes and to send written permission from notice of such waiver to the PurchaserMortgagor, although the Mortgagor may still require arbitration at its option. From and after the Servicing Transfer Date and the Interim Subservicing Transfer Dates, the Servicer will fully furnish, in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company or their successors on a monthly basis.

Administration and Servicing. OF MORTGAGE LOANS Section 3.01 Master Servicer to Act as Servicer. (See Section 3.01 of Loans in Warehouse ---------------------------------------------------the Standard Terms) Section 3.02 Subservicing Agreements Between Master Servicer and Subservicers; Enforcement of Subservicers' and Sellers' Obligations. (a) Originator To Act as Servicer. Originator shall service The Master Servicer may continue in effect Subservicing Agreements entered into by Residential Funding and administer ----------------------------- Subservicers prior to the Loans execution and shall have power delivery of this Agreement, and authority to do any and all things in connection may enter into new Subservicing Agreements with such Subservicers, for the servicing and administration of all or some of the Mortgage Loans. Each Subservicer shall be either (i) an institution the accounts of which Originator may deem necessary are insured by the FDIC or desirable (ii) another entity that engages in the business of originating or servicing mortgage loans, and in either case shall be authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the Subservicer to perform its obligations hereunder and under the Subservicing Agreement, and in either case shall be a Freddie Mac, Fannie Mae or HUD approved ▇▇▇▇▇▇g▇ servicer. In addition, any Subservicer of a Mortgage Loan insured by the FHA must be an FHA-approved servicer, and any Subservicer of a Mortgage Loan guaranteed by the VA must be a VA-approved servicer. Each Subservicer of a Mortgage Loan shall be entitled to receive and retain, as provided in the related Subservicing Agreement and in Section 3.07, the related Subservicing Fee from payments of interest received on such Mortgage Loan after payment of all amounts required to be remitted to the Master Servicer in respect of such Mortgage Loan. For any Mortgage Loan that is a Nonsubserviced Mortgage Loan, the Master Servicer shall be entitled to receive and retain an amount equal to the Subservicing Fee from payments of interest. Unless the context otherwise requires, references in this Agreement to actions taken or to be taken by the Master Servicer in servicing the Mortgage Loans include actions taken or to be taken by a Subservicer on behalf of the Master Servicer. Each Subservicing Agreement will be upon such terms and conditions as are generally required by, permitted by or consistent with the terms of Program Guide and are not inconsistent with this Servicing Agreement and as the Master Mortgage Loan Purchasing Servicer and the Subservicer have agreed; provided that, the Subservicing Agreement excepting between the following: (1) Originator Master Servicer and Wells Fargo, if any, will be ▇▇▇▇ such terms and conditions as are consistent with this Agreement and as the Master Servicer and the Subservicer have agreed, which may not waivebe consistent with the Program Guide. With the approval of the Master Servicer, a Subservicer may delegate its servicing obligations to third-party servicers, but such Subservicer will remain obligated under the related Subservicing Agreement. The Master Servicer and a Subservicer may enter into amendments thereto or a different form of Subservicing Agreement, and the form referred to or included in the Program Guide is merely provided for information and shall not be deemed to limit in any respect the discretion of the Master Servicer to modify or vary any term of any Loan or consent to the postponement of strict compliance with enter into different Subservicing Agreements; provided, however, that any such term amendments or different forms shall be consistent with and not violate the provisions of either this Agreement or the Program Guide in a manner which would materially and adversely affect the interests of the Certificateholders. The Program Guide and any manner grant indulgence other Subservicing Agreement entered into between the Master Servicer and any Subservicer shall require the Subservicer to accurately and fully report its borrower credit files to each of the Mortgagor without the prior consent of PurchaserCredit Repositories in a timely manner. (2b) Originator may not permit any modification with respect to any Loan that would increase or decrease the Mortgage Interest Rate, defer or forgive the payment of any principal or interest, reduce the outstanding principal amount (except for actual payments of principal), or extend the final maturity date of such Loan. Without limiting the generality See Section 3.02(b) of the above, Originator shall continue, and is hereby authorized and empowered in accordance with this Servicing Agreement, to execute and deliver on behalf of Purchaser, all instruments of satisfaction or cancellation, or of partial or full release, discharge and all other comparable instruments, with respect to the Loan and with respect to the Mortgaged Property. If reasonably required by Originator, Purchaser shall furnish Originator with any powers of attorney and other documents necessary or appropriate to enable Originator to carry out its servicing and administrative duties under this Servicing Agreement. In servicing and administering the Loans, Originator shall employ procedures (including the collection procedures) and exercise the same care that it customarily employs and exercises in servicing and administering Loans for its own account giving due consideration to accepted mortgage servicing practices of prudent lending institutions and the Purchaser's reliance on Originator. The Loans may not be sub-serviced on behalf of Originator without written permission from the Purchaser.Standard Terms)

Administration and Servicing. of Loans in Warehouse ---------------------------------------------------OF THE MORTGAGE LOANS; ACCOUNTS (a) Originator To SECTION 3.01. The Servicer to Act as Servicer. Originator From and after the Closing Date to the Servicing Transfer Date, the Fremont Mortgage Loans will be serviced and administered by the Interim Servicer pursuant to the Interim Servicing Agreement, and the Servicer will have no responsibility to service or administer the Fremont Mortgage Loans, or have any other obligation or liability with respect to the Fremont Mortgage Loans during that period. On and after the Closing Date (and with respect to the Fremont Mortgage Loans, on and after the Servicing Transfer Date), the Servicer shall service and administer ----------------------------- the Mortgage Loans on behalf of the Trust Fund and in the best interests of and for the benefit of the Certificateholders (as determined by the Servicer in its reasonable judgment) in accordance with the terms of this Agreement and the respective Mortgage Loans and all applicable laws and regulations and, to the extent consistent with such terms, in the same manner in which it services and administers similar mortgage loans for its own portfolio, giving due consideration to customary and usual standards of practice of prudent mortgage lenders and loan servicers administering similar mortgage loans but without regard to: (i) any relationship that the Servicer or any Affiliate of the Servicer may have with the related Mortgagor; (ii) the ownership of any Certificate by the Servicer or any Affiliate of the Servicer; (iii) the Servicer’s obligation to make P&I Advances or Servicing Advances; or (iv) the Servicer’s right to receive compensation for its services hereunder. To the extent consistent with the foregoing, the Servicer shall also seek to maximize the timely and complete recovery of principal and interest on the Mortgage Notes and shall waive (or permit a Sub-Servicer to waive) a Prepayment Charge only under the following circumstances: (i) such waiver is standard and customary in servicing similar Mortgage Loans and such waiver is related to a default or reasonably foreseeable default and would, in the reasonable judgment of the Servicer, maximize recovery of total proceeds taking into account the value of such Prepayment Charge and the related Mortgage Loan and, if such waiver is made in connection with a refinancing of the related Mortgage Loan, such refinancing is related to a default or a reasonably foreseeable default; (ii) such Prepayment Charge is unenforceable in accordance with applicable law or the collection of such related Prepayment Charge would otherwise violate applicable law, and if requested by the Master Servicer, the Servicer shall obtain a written Opinion of Counsel, which may be in-house counsel for the Servicer, opining that such Prepayment Charge is not legally enforceable in the circumstances under which the related Principal Prepayment occurs; or (iii) the collection of such Prepayment Charge would be considered “predatory” pursuant to applicable federal, state or local law. If the Servicer waives any Prepayment Charge other than pursuant to the standard set forth in this Section 3.01, the Servicer will pay the amount of such waived Prepayment Charge, from its own funds without any right of reimbursement, for the benefit of the Holders of the Class P Certificates, by depositing such amount into the Collection Account within 90 days of the earlier of discovery by the Servicer or receipt of notice by the Servicer of such breach. Furthermore, notwithstanding any other provisions of this Agreement, any payments made by the Servicer in respect of any waived Prepayment Charges pursuant to this paragraph shall be deemed to be paid outside of the Trust Fund. Notwithstanding any provision in this Agreement to the contrary, in the event the Prepayment Charge payable under the terms of the Mortgage Note is less than the amount of the Prepayment Charge set forth in the Prepayment Charge Schedule or other information provided to the Servicer, the Servicer shall not have any liability or obligation with respect to such difference, and in addition shall not have any liability or obligation to pay the amount of any uncollected Prepayment Charge if the failure to collect such amount is the direct result of inaccurate or incomplete information on the Prepayment Charge Schedule. Subject only to the above-described servicing standards (the “Accepted Servicing Practices”) and the terms of this Agreement and of the related Mortgage Loans, the Servicer shall have full power and authority authority, to do or cause to be done any and all things in connection with such servicing and administration which Originator it may deem necessary or desirable and consistent with the terms goal of this Servicing Agreement and the Master Mortgage Loan Purchasing Agreement excepting the following: (1) Originator may not waive, modify or vary any term maximizing proceeds of any Loan or consent to the postponement of strict compliance with any such term or in any manner grant indulgence to the Mortgagor without the prior consent of Purchaser. (2) Originator may not permit any modification with respect to any Loan that would increase or decrease the Mortgage Interest Rate, defer or forgive the payment of any principal or interest, reduce the outstanding principal amount (except for actual payments of principal), or extend the final maturity date of such Loan. Without limiting the generality of the aboveforegoing, Originator shall continue, and the Servicer in its own name is hereby authorized and empowered by the Trustee when the Servicer believes it appropriate in accordance with this Servicing Agreementits best judgment, to execute and deliver deliver, on behalf of Purchaserthe Trust Fund, the Certificateholders and the Trustee or any of them, and upon written notice to the Trustee, any and all instruments of satisfaction or cancellation, or of partial or full releaserelease or discharge or subordination, discharge and all other comparable instruments, with respect to the Loan related Mortgage Loans and the related Mortgaged Properties and to institute foreclosure proceedings or obtain a deed-in-lieu of foreclosure so as to convert the ownership of such properties, and to hold or cause to be held title to such properties, on behalf of the Trustee, for the benefit of the Trust Fund and the Certificateholders. The Servicer shall service and administer the related Mortgage Loans in accordance with respect applicable state and federal law and shall provide to the Mortgaged PropertyMortgagors any reports required to be provided to them thereby. If reasonably required by OriginatorThe Servicer shall also comply in the performance of this Agreement with all reasonable rules and requirements of each insurer under any standard hazard insurance policy. Subject to Section 3.14, Purchaser the Trustee shall execute, at the written request of the Servicer, and furnish Originator with any powers to the Servicer a power of attorney in the form of Exhibit D hereto and other documents necessary or appropriate to enable Originator the Servicer to carry out its servicing and administrative duties hereunder and furnished to the Trustee by the Servicer, and the Trustee shall not be liable for the actions of the Servicer under this Servicing Agreementsuch powers of attorney and shall be indemnified by the Servicer for any cost, liability or expense incurred by the Trustee in connection with the Servicer’s use or misuse of any such power of attorney. In servicing accordance with Accepted Servicing Practices, the Servicer shall make or cause to be made Servicing Advances as necessary for the purpose of effecting the payment of taxes and administering assessments on the LoansMortgaged Properties, Originator which Servicing Advances shall employ procedures (including be reimbursable in the collection procedures) and exercise the same care that it customarily employs and exercises in servicing and administering Loans for its own account giving due consideration to accepted mortgage servicing practices of prudent lending institutions and the Purchaser's reliance on Originator. The Loans may not be sub-serviced on behalf of Originator without written permission first instance from related collections from the Purchaser.related Mortgagors pursuant to

Administration and Servicing. of Loans in Warehouse ---------------------------------------------------OF THE MORTGAGE LOANS; ACCOUNTS (a) Originator To SECTION 3.01. The Servicer to Act as Servicer. Originator On and after the Closing Date, the Servicer shall service and administer ----------------------------- the Mortgage Loans on behalf of the Trust Fund and in the best interests of and for the benefit of the Certificateholders (as determined by the Servicer in its reasonable judgment) in accordance with the terms of this Agreement and the respective Mortgage Loans and all applicable laws and regulations and, to the extent consistent with such terms, in the same manner in which it services and administers similar mortgage loans for its own portfolio, giving due consideration to customary and usual standards of practice of prudent mortgage lenders and loan servicers administering similar mortgage loans but without regard to: (i) any relationship that the Servicer or any Affiliate of the Servicer may have with the related Mortgagor; (ii) the ownership of any Certificate by the Servicer or any Affiliate of the Servicer; (iii) the Servicer’s obligation to make P&I Advances or Servicing Advances; or (iv) the Servicer’s right to receive compensation for its services hereunder. To the extent consistent with the foregoing, the Servicer shall also seek to maximize the timely and complete recovery of principal and interest on the Mortgage Notes and shall waive (or permit a Sub-Servicer to waive) a Prepayment Charge only under the following circumstances: (i) such waiver is standard and customary in servicing similar Mortgage Loans and such waiver is related to a default or reasonably foreseeable default and would, in the reasonable judgment of the Servicer, maximize recovery of total proceeds taking into account the value of such Prepayment Charge and the related Mortgage Loan and, if such waiver is made in connection with a refinancing of the related Mortgage Loan, such refinancing is related to a default or a reasonably foreseeable default, (ii) such Prepayment Charge is unenforceable in accordance with applicable law or the collection of such related Prepayment Charge would otherwise violate applicable law or (iii) the collection of such Prepayment Charge would be considered “predatory” pursuant to written guidance published or issued by any applicable federal, state or local regulatory authority acting in its official capacity and having jurisdiction over such matters. In addition, the Servicer shall not impose a Prepayment Charge in any instance when the Mortgage Loan is accelerated or where the Mortgagor has made a Principal Prepayment in full in connection with the workout of a delinquent Mortgage Loan or due to a default by the Mortgagor. Notwithstanding any provision in this Agreement to the contrary, in the event the Prepayment Charge payable under the terms of the Mortgage Note is less than the amount of the Prepayment Charge set forth in the Prepayment Charge Schedule or other information provided to the Servicer, neither the Servicer nor the Master Servicer shall have any liability or obligation with respect to such difference (including any obligation to recalculate any Prepayment Charges), and in addition shall not have any liability or obligation to pay the amount of any uncollected Prepayment Charge if the failure to collect such amount is the direct result of inaccurate or incomplete information on the Prepayment Charge Schedule. Subject only to the above-described servicing standards (the “Accepted Servicing Practices”) and the terms of this Agreement and of the related Mortgage Loans, the Servicer shall have full power and authority authority, to do or cause to be done any and all things in connection with such servicing and administration which Originator it may deem necessary or desirable and consistent with the terms goal of this Servicing Agreement and the Master Mortgage Loan Purchasing Agreement excepting the following: (1) Originator may not waive, modify or vary any term maximizing proceeds of any Loan or consent to the postponement of strict compliance with any such term or in any manner grant indulgence to the Mortgagor without the prior consent of Purchaser. (2) Originator may not permit any modification with respect to any Loan that would increase or decrease the Mortgage Interest Rate, defer or forgive the payment of any principal or interest, reduce the outstanding principal amount (except for actual payments of principal), or extend the final maturity date of such Loan. Without limiting the generality of the aboveforegoing, Originator shall continue, and the Servicer in its own name is hereby authorized and empowered by the Trustee when the Servicer believes it appropriate in accordance with this Servicing Agreementits best judgment, to execute and deliver deliver, on behalf of Purchaserthe Trust Fund, the Certificateholders and the Trustee or any of them, and upon written notice to the Trustee, any and all instruments of satisfaction or cancellation, or of partial or full releaserelease or discharge or subordination, discharge and all other comparable instruments, with respect to the Loan related Mortgage Loans and the related Mortgaged Properties and to institute foreclosure proceedings or obtain a deed-in-lieu of foreclosure so as to convert the ownership of such properties, and to hold or cause to be held title to such properties, on behalf of the Trustee, for the benefit of the Trust Fund and the Certificateholders. The Servicer shall service and administer the related Mortgage Loans in accordance with respect applicable state and federal law and shall provide to the Mortgaged PropertyMortgagors any reports required to be provided to them thereby. If reasonably required by OriginatorThe Servicer shall also comply in the performance of this Agreement with all reasonable rules and requirements of each insurer under any standard hazard insurance policy. Subject to Section 3.14, Purchaser the Trustee shall execute, at the written request of the Servicer, and furnish Originator with any powers to the Servicer a power of attorney in the form of Exhibit D hereto and other documents necessary or appropriate to enable Originator the Servicer to carry out its servicing and administrative duties hereunder and furnished to the Trustee by the Servicer, and the Trustee shall not be liable for the actions of the Servicer under such powers of attorney and shall be indemnified by the Servicer for any cost, liability or expense incurred by the Trustee in connection with the Servicer’s use or misuse of any such power of attorney. The Servicer is hereby authorized and empowered in its own name or in the name of the Sub-Servicer, when Servicer or the Sub-Servicer, as the case may be, believes it is appropriate in its best judgment to register any Mortgage Loan on the MERS® System, or cause the removal from the registration of any Mortgage Loan on the MERS® System, to execute and deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Trustee and its successors and assigns. Any reasonable expenses incurred in connection with the actions described in the preceding sentence or as a result of MERS discontinuing or becoming unable to continue operations in connection with the MERS® System, shall be reimbursable by the Trust Fund to the Servicer. In accordance with Accepted Servicing Practices, the Servicer shall make or cause to be made Servicing Advances as necessary for the purpose of effecting the payment of taxes and assessments on the Mortgaged Properties, which Servicing Advances shall be reimbursable in the first instance from related collections from the related Mortgagors pursuant to Section 3.07, and further as provided in Section 3.09; provided, however, the Servicer shall only make such Servicing Advance if the related Mortgagor has not made such payment and if the failure to make such Servicing Advance would result in the loss of the related Mortgaged Property due to a tax sale or foreclosure as result of a tax lien; provided, however, that the Servicer shall be required to make such Servicing Advances only to the extent that such Servicing Advances, in the good faith judgment of the Servicer, will be recoverable by the Servicer out of Insurance Proceeds, Liquidation Proceeds, or otherwise out of the proceeds of the related Mortgage Loan. Any cost incurred by the Servicer in effecting the payment of taxes and assessments on a Mortgaged Property shall not, for the purpose of calculating the Stated Principal Balance of such Mortgage Loan or distributions to Certificateholders, be added to the unpaid principal balance of the related Mortgage Loan, notwithstanding that the terms of such Mortgage Loan so permit. The parties to this Agreement acknowledge that Servicing Advances shall be reimbursable pursuant to Section 3.09 of this Agreement, and agree that no Servicing Advance shall be rejected or disallowed by any party unless it has been shown that such Servicing Advance was not made in accordance with the terms of this Agreement. Notwithstanding the foregoing, the parties understand and agree that, with respect to any Mortgage Loan (1) the Master Servicer shall not approve the reimbursement of any Servicing Advance made with respect to such Mortgage Loan prior to the Cut-off Date (each, a “Pre-Cut-off Date Advance”) unless and until it has received a Servicing Advance Schedule listing the amount of Pre-Cut-off Date Advances made in respect of such Mortgage Loan from (a) the Servicer with respect to any Mortgage Loans that were transferred to such Servicer prior to the Cut-off Date and/or (b) the Depositor with respect to any Mortgage Loans that were transferred to the Servicer after the Cut-off Date, as applicable, (2) the aggregate Pre-Cut-off Date Advances reimbursable hereunder with respect to such Mortgage Loan shall not exceed the amount of Pre-Cut-off Date Advances for such Mortgage Loan shown on the Servicing Advance Schedule delivered to the Master Servicer, (3) the Depositor shall be deemed to have agreed with and approved the Pre-Cut-off Date Advances shown on any Servicing Advance Schedule furnished to the Master Servicer, and (4) the Master Servicer will have no liability to the Depositor, the Servicer or any other Person, including any Certificateholder, for approving reimbursement of related Pre-Cut-off Date Advances so long as the aggregate amount of such advances reimbursed hereunder does not exceed of the amount of Pre-Cut-off Date Advances for such Mortgage Loan shown on the Servicing Advance Schedule. Notwithstanding anything in this Agreement to the contrary, the Servicer may not make any future advances with respect to a Mortgage Loan and the Servicer shall not permit any modification with respect to any related Mortgage Loan that would change the Mortgage Rate, reduce or increase the principal balance (except for reductions resulting from actual payments of principal) or change the final maturity date on such related Mortgage Loan (unless, as provided in Section 3.06, the related Mortgagor is in default with respect to the related Mortgage Loan or such default is, in the judgment of the Servicer, reasonably foreseeable) or any modification, waiver or amendment of any term of any related Mortgage Loan that would both (A) effect an exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or final, temporary or proposed Treasury regulations promulgated thereunder) and (B) cause any Trust REMIC created hereunder to fail to qualify as a REMIC under the Code or the imposition of any tax on “prohibited transactions” or “contributions after the startup date” under the REMIC Provisions. In the event that the Mortgage Loan Documents relating to a Mortgage Loan contain provisions requiring the related Mortgagor to arbitrate disputes (at the option of the Trustee, on behalf of the Trust), the Trustee hereby authorizes the Servicer to waive the Trustee’s right or option to arbitrate disputes and to send written notice of such waiver to the Mortgagor, although the Mortgagor may still require arbitration at its option. From and after the Closing Date, the Servicer will fully furnish, in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company or their successors on a monthly basis. SECTION 3.02. Sub-Servicing Agreements Between the Servicer and Sub-Servicers. (a) The Servicer may arrange for the subservicing of any Mortgage Loan by a Sub- Servicer pursuant to a Sub-Servicing Agreement; provided that such sub-servicing arrangement and the terms of the related Sub-Servicing Agreement must provide for the servicing of such Mortgage Loans in a manner consistent with the servicing arrangements contemplated hereunder and the related Servicer shall cause any Sub-Servicer to comply with the provisions of this Agreement (including, without limitation, to provide the information required to be delivered under Sections 3.17, 3.18 and 3.20 hereof), to the same extent as if such Sub-Servicer were the related Servicer. In The Servicer shall be responsible for obtaining from each Sub-Servicer and delivering to the Master Servicer any annual statement of compliance, assessment of compliance, attestation report and Sarbanes Oxley related certification as and when required to be delivered. Each Sub-Servicer shall be (i) authorized to transact business in the state or states where the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the Sub-Servicer to perform its obligations hereunder and under the Sub-Servicing Agreement and (ii) a ▇▇▇▇▇▇▇ Mac or ▇▇▇▇▇▇ Mae approved mortgage servicer. Notwithstanding the provisions of any Sub-Servicing Agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Servicer or a Sub-Servicer or reference to actions taken through the Servicer or otherwise, the Servicer shall remain obligated and liable to the Depositor, the Trustee and the Certificateholders for the servicing and administration of the Mortgage Loans in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such Sub-Servicing Agreements or arrangements or by virtue of indemnification from the Sub-Servicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans, Originator . Every Sub-Servicing Agreement entered into by the Servicer shall employ procedures (including contain a provision giving the collection procedures) and exercise successor servicer the option to terminate such agreement in the event a successor servicer is appointed. All actions of each Sub-Servicer performed pursuant to the related Sub-Servicing Agreement shall be performed as an agent of the Servicer with the same care force and effect as if performed directly by the Servicer. (b) Notwithstanding the foregoing, the Servicer shall be entitled to outsource one or more separate servicing functions to a Subcontractor that it customarily employs and exercises in does not meet the eligibility requirements for a Sub-Servicer, so long as such outsourcing does not constitute the delegation of the Servicer’s obligation to perform all or substantially all of the servicing and administering of the related Mortgage Loans for its own account giving due consideration to accepted mortgage servicing practices of prudent lending institutions such Subcontractor. The Servicer shall promptly, upon request, provide to the Master Servicer, the Trustee and the Purchaser's reliance on OriginatorDepositor a written description (in form and substance satisfactory to the Master Servicer, the Trustee and the Depositor) of the role and function of each Subcontractor utilized by the Servicer, specifying (i) the identity of each such Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, and (ii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (i) of this subsection; provided, however, that the Servicer shall not be required to provide the information in clauses (i) or (ii) of this subsection until such time that the applicable assessment of compliance is due pursuant to Section 3.18 of this Agreement. The Loans may use by the Servicer of any such Subcontractor shall not be sub-serviced on behalf release the Servicer from any of Originator without written permission its obligations hereunder and the Servicer shall remain responsible hereunder for all acts and omissions of such Subcontractor as fully as if such acts and omissions were those of the Servicer, and the Servicer shall pay all fees and expenses of the Subcontractor from the PurchaserServicer’s own funds. (c) As a condition to the utilization of any Subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Servicer shall cause any such Subcontractor used by the Servicer for the benefit of the Master Servicer, the Trustee and the Depositor to comply with the provisions of Sections 3.18 and 3.20 of this Agreement to the same extent as if such Subcontractor were the Servicer. The Servicer shall be responsible for

Administration and Servicing. of Loans in Warehouse ---------------------------------------------------OF THE MORTGAGE LOANS; ACCOUNTS (a) Originator To SECTION 3.01. The Servicers to Act as Servicers. The obligations of each of Ocwen and GMAC hereunder to service and administer the Mortgage Loans shall be limited to the Ocwen Mortgage Loans and the GMAC Mortgage Loans, respectively, and with respect to the duties and obligations of each Servicer, references herein to the related Mortgage Loans shall be limited to (i) the GMAC Mortgage Loans (and the related proceeds thereof and related REO Properties) in the case of GMAC and (ii) the Ocwen Mortgage Loans (and the related proceeds and related REO Properties) in the case of Ocwen, and in no event shall any Servicer have any responsibility or liability with respect to any Mortgage Loans serviced by the other Servicer hereunder. Originator On and after the Closing Date, the Servicers shall service and administer ----------------------------- the related Mortgage Loans on behalf of the Trust Fund and in the best interests of and for the benefit of the Certificateholders (as determined by the related Servicer in its reasonable judgment) in accordance with the terms of this Agreement and the respective Mortgage Loans and all applicable law and regulations and, to the extent consistent with such terms, in the same manner in which it services and administers similar mortgage loans for its own portfolio, giving due consideration to customary and usual standards of practice of prudent mortgage lenders and loan servicers administering similar mortgage loans but without regard to: (i) any relationship that the related Servicer or any Affiliate of the related Servicer may have with the related Mortgagor; (ii) the ownership of any Certificate by the related Servicer or any Affiliate of such Servicer; (iii) the related Servicer’s obligation to make P&I Advances or Servicing Advances; or (iv) the related Servicer’s right to receive compensation for its services hereunder; To the extent consistent with the foregoing, each Servicer shall also seek to maximize the timely and complete recovery of principal and interest on the Mortgage Notes and shall waive (or permit a Sub-Servicer to waive) a Prepayment Charge only under the following circumstances: (i) such waiver is standard and customary in servicing similar Mortgage Loans and such waiver is related to a default or reasonably foreseeable default and would, in the reasonable judgment of such Servicer, maximize recovery of total proceeds taking into account the value of such Prepayment Charge and the related Mortgage Loan and, if such waiver is made in connection with a refinancing of the related Mortgage Loan, such refinancing is related to a default or a reasonably foreseeable default, (ii) such Prepayment Charge is unenforceable in accordance with applicable law or the collection of such related Prepayment Charge would otherwise violate applicable law or (iii) the collection of such Prepayment Charge would be considered “predatory” pursuant to written guidance published or issued by any applicable federal, state or local regulatory authority acting in its official capacity and having jurisdiction over such matters. Notwithstanding any provision in this Agreement to the contrary, in the event the Prepayment Charge payable under the terms of the Mortgage Note is less than the amount of the Prepayment Charge set forth in the Prepayment Charge Schedule or other information provided to the related Servicer, such Servicer shall not have any liability or obligation with respect to such difference, and in addition shall not have any liability or obligation to pay the amount of any uncollected Prepayment Charge if the failure to collect such amount is the direct result of inaccurate or incomplete information on the Prepayment Charge Schedule. Subject only to the above-described servicing standards (the “Accepted Servicing Practices”) and the terms of this Agreement and of the related Mortgage Loans, each Servicer shall have full power and authority authority, to do or cause to be done any and all things in connection with such servicing and administration which Originator it may deem necessary or desirable and consistent with the terms goal of this Servicing Agreement and the Master Mortgage Loan Purchasing Agreement excepting the following: (1) Originator may not waive, modify or vary any term maximizing proceeds of any Loan or consent to the postponement of strict compliance with any such term or in any manner grant indulgence to the Mortgagor without the prior consent of Purchaser. (2) Originator may not permit any modification with respect to any Loan that would increase or decrease the Mortgage Interest Rate, defer or forgive the payment of any principal or interest, reduce the outstanding principal amount (except for actual payments of principal), or extend the final maturity date of such Loan. Without limiting the generality of the aboveforegoing, Originator shall continue, and each Servicer in its own name is hereby authorized and empowered by the Trustee when the related Servicer believes it appropriate in accordance with this Servicing Agreementits best judgment, to execute and deliver deliver, on behalf of Purchaserthe Trust Fund, the Certificateholders and the Trustee or any of them, and upon written notice to the Trustee, any and all instruments of satisfaction or cancellation, or of partial or full releaserelease or discharge or subordination, discharge and all other comparable instruments, with respect to the Loan related Mortgage Loans and the related Mortgaged Properties and to institute foreclosure proceedings or obtain a deed-in-lieu of foreclosure so as to convert the ownership of such properties, and to hold or cause to be held title to such properties, on behalf of the Trustee, for the benefit of the Trust Fund and the Certificateholders. Each Servicer shall service and administer the related Mortgage Loans in accordance with respect applicable state and federal law and shall provide to the Mortgaged PropertyMortgagors any reports required to be provided to them thereby. If reasonably required by OriginatorEach Servicer shall also comply in the performance of this Agreement with all reasonable rules and requirements of each insurer under any standard hazard insurance policy. Subject to Section 3.14, Purchaser the Trustee shall execute, at the written request of a Servicer, and furnish Originator with any powers to such Servicer a power of attorney in the form of Exhibit D hereto and other documents necessary or appropriate to enable Originator such Servicer to carry out its servicing and administrative duties hereunder and furnished to the Trustee by such Servicer, and the Trustee shall not be liable for the actions of such Servicer under this Servicing Agreementsuch powers of attorney and shall be indemnified by such Servicer for any cost, liability or expense incurred by the Trustee in connection with such Servicer’s use or misuse of any such power of attorney. In servicing Each Servicer further is hereby authorized and administering the Loans, Originator shall employ procedures (including the collection procedures) and exercise the same care that it customarily employs and exercises empowered in servicing and administering Loans for its own account giving due consideration name or in the name of the Sub-Servicer, when such Servicer or the Sub-Servicer, as the case may be, believes it is appropriate in its best judgment to accepted mortgage servicing practices register any Mortgage Loan on the MERS® System, or cause the removal from the registration of prudent lending institutions any Mortgage Loan on the MERS® System, to execute and the Purchaser's reliance on Originator. The Loans may not be sub-serviced deliver, on behalf of Originator without written permission the Trustee and the Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Trustee and its successors and assigns. Any reasonable expenses incurred in connection with the actions described in the preceding sentence or as a result of MERS discontinuing or becoming unable to continue operations in connection with the MERS® System, shall be reimbursable by the Trust Fund to such Servicer. In accordance with Accepted Servicing Practices, each Servicer shall make or cause to be made Servicing Advances as necessary for the purpose of effecting the payment of taxes and assessments on the Mortgaged Properties (to the extent such Servicer has been notified that such taxes or assessments have not been paid by the related Mortgagor, owner or servicer of the related First Mortgage Loan), which Servicing Advances shall be reimbursable in the first instance from related collections from the Purchaserrelated Mortgagors pursuant to Section 3.07, and further as provided in Section 3.09; provided, however, the related Servicer shall only make such Servicing Advance if the related Mortgagor has not made such payment and if the failure to make such Servicing Advance would result in the loss of the related Mortgaged Property due to a tax sale or foreclosure as result of a tax lien; provided, however, that each Servicer shall be required to make such Servicing Advances only to the extent that such Servicing Advances, in the good faith judgment of such Servicer, will be recoverable by such Servicer out of Insurance Proceeds, Liquidation Proceeds, or otherwise out of the proceeds of the related Mortgage Loan. Any cost incurred by a Servicer in effecting the payment of taxes and assessments on a Mortgaged Property shall not, for the purpose of calculating the Stated Principal Balance of such Mortgage Loan or distributions to Certificateholders, be added to the unpaid principal balance of the related Mortgage Loan, notwithstanding that the terms of such Mortgage Loan so permit. The parties to this Agreement acknowledge that Servicing Advances shall be reimbursable pursuant to Section 3.09 of this Agreement, and agree that no Servicing Advance shall be rejected or disallowed by any party unless it has been shown that such Servicing Advance was not made in accordance with the terms of this Agreement. Notwithstanding the foregoing, the parties understand and agree that, with respect to any Mortgage Loan (1) the Master Servicer shall not approve the reimbursement of any Servicing Advance made with respect to such Mortgage Loan prior to the Cut-off Date (each, a “Pre-Cut-off Date Advance”) unless and until it has received a Servicing Advance Schedule listing the amount of Pre-Cut-off Date Advances made in respect of such Mortgage Loan from (a) the related Servicer with respect to any Mortgage Loans that were transferred to such Servicer prior to the Cut-off Date and/or (b) the Depositor with respect to any Mortgage Loans that were transferred to the related Servicer after the Cut-off Date, (2) the aggregate Pre-Cut-off Date Advances reimbursable hereunder with respect to such Mortgage Loan shall not exceed the amount of Pre-Cut-off Date Advances for such Mortgage Loan shown on the Servicing Advance Schedule delivered to the Master Servicer, (3) the Depositor shall be deemed to have agreed with and approved the Pre-Cut-off Date Advances shown on any Servicing Advance Schedule furnished to the Master Servicer, and (4) the Master Servicer will have no liability to the Depositor, the related Servicer or any other Person, including any Certificateholder, for approving reimbursement of related Pre-Cut-off Date Advances so long as the aggregate amount of such advances reimbursed hereunder does not exceed of the amount of Pre-Cut-off Date Advances for such Mortgage Loan shown on the Servicing Advance Schedule. Each Servicer, in such capacity, may consent to the refinancing of a First Mortgage Loan on a Mortgaged Property, provided that the following requirements are met: (i) the resulting Combined Loan-to-Value Ratio of such Mortgage Loan is no higher than the Combined Loan-to-Value Ratio prior to such refinancing; and (ii) the interest rate for the loan evidencing the refinanced First Mortgage Loan is no more than 2.0% higher than the interest rate on the loan evidencing the existing First Mortgage Loan immediately prior to the date of such refinancing; and (iii) the mortgage loan evidencing the refinanced First Mortgage Loan is not subject to negative amortization. Each Servicer shall inspect the Mortgaged Properties related to Mortgage Loans serviced by such Servicer as often as deemed necessary by such Servicer in such Servicer’s sole discretion, to assure itself that the value of such Mortgaged Property is being preserved. In addition, if any Mortgage Loan is more than 60 days delinquent, each Servicer shall conduct subsequent inspections in accordance with Accepted Servicing Practices. Each Servicer shall keep a written or electronic report of each such inspection. Notwithstanding anything in this Agreement to the contrary, no Servicer may make any future advances with respect to a Mortgage Loan and no Servicer shall permit any modification with respect to any related Mortgage Loan that would change the Mortgage Rate, reduce or increase the principal balance (except for reductions resulting from actual payments of principal) or change the final maturity date on such related Mortgage Loan (unless, as provided in Section 3.06, the related Mortgagor is in default with respect to the related Mortgage Loan or such default is, in the judgment of the related Servicer, reasonably foreseeable) or any modification, waiver or amendment of any term of any related Mortgage Loan that would both (A) effect an exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or final, temporary or proposed Treasury regulations promulgated thereunder) and (B) cause any Trust REMIC created hereunder to fail to qualify as a REMIC under the Code or the imposition of any tax on “prohibited transactions” or “contributions after the startup date” under the REMIC Provisions. In the event that the Mortgage Loan Documents relating to a Mortgage Loan contain provisions requiring the related Mortgagor to arbitrate disputes (at the option of the Trustee, on behalf of the Trust), the Trustee hereby authorizes the related Servicer to waive the Trustee’s right or option to arbitrate disputes and to send written notice of such waiver to the Mortgagor, although the Mortgagor may still require arbitration at its option. Each Servicer will fully furnish, in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company or their successors on a monthly basis.

Administration and Servicing. of Loans in Warehouse ----------------------------------------------------------------------------------------------------- (a) Originator To Act as Servicer. Originator shall service and administer ----------------------------- the Loans in Warehouse and shall have power and authority to do any and all things in connection with such servicing and administration which Originator may deem necessary or desirable and consistent with the terms of this Servicing Agreement and the Master Mortgage Loan Purchasing Agreement excepting the following: (1) Originator may not 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 the Mortgagor without the prior consent of Purchaser. (2) Originator may not permit any modification with respect to any Mortgage Loan that would increase or decrease the Mortgage Interest Rate, defer or forgive the payment of any principal or interest, reduce the outstanding principal amount (except for actual payments of principal), or extend the final maturity date of such Mortgage Loan. Without limiting the generality of the above, Originator shall continue, and is hereby authorized and empowered in accordance with this Servicing Agreement, to execute and deliver on behalf of Purchaser, all instruments of satisfaction or cancellation, or of partial or full release, discharge and all other comparable instruments, with respect to the Mortgage Loan and with respect to the Mortgaged Property. If reasonably required by Originator, Purchaser shall furnish Originator with any powers of attorney and other documents necessary or appropriate to enable Originator to carry out its servicing and administrative duties under this Servicing Agreement. In servicing and administering the Mortgage Loans, Originator shall employ procedures (including the collection procedures) and exercise the same care that it customarily employs and exercises in servicing and administering Loans mortgage loans for its own account giving due consideration to accepted mortgage servicing practices of prudent lending institutions and the Purchaser's reliance on Originator. The Mortgage Loans may not be sub-serviced on behalf of Originator without written permission from the Purchaser.

Administration and Servicing. OF MORTGAGE LOANS Section 3.01 Master Servicer to Act as Servicer. (See Section 3.01 of Loans in Warehouse ---------------------------------------------------the Standard Terms) Section 3.02 Subservicing Agreements Between Master Servicer and Subservicers; Enforcement of Subservicers' and Sellers' Obligations. (a) Originator To Act as Servicer. Originator shall service The Master Servicer may continue in effect Subservicing Agreements entered into by Residential Funding and administer ----------------------------- Subservicers prior to the Loans execution and shall have power delivery of this Agreement, and authority to do any and all things in connection may enter into new Subservicing Agreements with such Subservicers, for the servicing and administration of all or some of the Mortgage Loans. Each Subservicer shall be either (i) an institution the accounts of which Originator may deem necessary are insured by the FDIC or desirable (ii) another entity that engages in the business of originating or servicing mortgage loans, and in either case shall be authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the Subservicer to perform its obligations hereunder and under the Subservicing Agreement, and in either case shall be a Freddie Mac, Fannie Mae or HUD approved mor▇▇▇▇▇ ▇▇▇vicer. In addition, any Subservicer of a Mortgage Loan insured by the FHA must be an FHA-approved servicer, and any Subservicer of a Mortgage Loan guaranteed by the VA must be a VA-approved servicer. Each Subservicer of a Mortgage Loan shall be entitled to receive and retain, as provided in the related Subservicing Agreement and in Section 3.07, the related Subservicing Fee from payments of interest received on such Mortgage Loan after payment of all amounts required to be remitted to the Master Servicer in respect of such Mortgage Loan. For any Mortgage Loan that is a Nonsubserviced Mortgage Loan, the Master Servicer shall be entitled to receive and retain an amount equal to the Subservicing Fee from payments of interest. Unless the context otherwise requires, references in this Agreement to actions taken or to be taken by the Master Servicer in servicing the Mortgage Loans include actions taken or to be taken by a Subservicer on behalf of the Master Servicer. Each Subservicing Agreement will be upon such terms and conditions as are generally required by, permitted by or consistent with the terms of Program Guide and are not inconsistent with this Servicing Agreement and as the Master Mortgage Loan Purchasing Servicer and the Subservicer have agreed; provided that, the Subservicing Agreement excepting between the following: (1) Originator Master Servicer and Wells Fargo, if any, will be up▇▇ ▇▇ch terms and conditions as are consistent with this Agreement and as the Master Servicer and the Subservicer have agreed, which may not waivebe consistent with the Program Guide. With the approval of the Master Servicer, a Subservicer may delegate its servicing obligations to third-party servicers, but such Subservicer will remain obligated under the related Subservicing Agreement. The Master Servicer and a Subservicer may enter into amendments thereto or a different form of Subservicing Agreement, and the form referred to or included in the Program Guide is merely provided for information and shall not be deemed to limit in any respect the discretion of the Master Servicer to modify or vary any term of any Loan or consent to the postponement of strict compliance with enter into different Subservicing Agreements; provided, however, that any such term amendments or different forms shall be consistent with and not violate the provisions of either this Agreement or the Program Guide in a manner which would materially and adversely affect the interests of the Certificateholders. The Program Guide and any manner grant indulgence other Subservicing Agreement entered into between the Master Servicer and any Subservicer shall require the Subservicer to accurately and fully report its borrower credit files to each of the Mortgagor without the prior consent of PurchaserCredit Repositories in a timely manner. (2b) Originator may not permit any modification with respect to any Loan that would increase or decrease the Mortgage Interest Rate, defer or forgive the payment of any principal or interest, reduce the outstanding principal amount (except for actual payments of principal), or extend the final maturity date of such Loan. Without limiting the generality See Section 3.02(b) of the above, Originator shall continue, and is hereby authorized and empowered in accordance with this Servicing Agreement, to execute and deliver on behalf of Purchaser, all instruments of satisfaction or cancellation, or of partial or full release, discharge and all other comparable instruments, with respect to the Loan and with respect to the Mortgaged Property. If reasonably required by Originator, Purchaser shall furnish Originator with any powers of attorney and other documents necessary or appropriate to enable Originator to carry out its servicing and administrative duties under this Servicing Agreement. In servicing and administering the Loans, Originator shall employ procedures (including the collection procedures) and exercise the same care that it customarily employs and exercises in servicing and administering Loans for its own account giving due consideration to accepted mortgage servicing practices of prudent lending institutions and the Purchaser's reliance on Originator. The Loans may not be sub-serviced on behalf of Originator without written permission from the Purchaser.Standard Terms)

Administration and Servicing. of Loans in Warehouse ---------------------------------------------------OF THE MORTGAGE LOANS; ACCOUNTS (a) Originator To SECTION 3.01. The Servicer to Act as Servicer. Originator From and after the Closing Date to the Servicing Transfer Date, the Fremont Mortgage Loans will be serviced and administered by the Interim Servicer pursuant to the Interim Servicing Agreement, and the Servicer will have no responsibility to service or administer the Fremont Mortgage Loans, or have any other obligation or liability with respect to the Fremont Mortgage Loans during that period. On and after the related Servicing Transfer Date with respect to the Fremont Mortgage Loans and on and after each Interim Subservicing Transfer Date with respect to all other Mortgage Loans, the Servicer shall service and administer ----------------------------- the Mortgage Loans on behalf of the Trust Fund and in the best interests of and for the benefit of the Certificateholders (as determined by the Servicer in its reasonable judgment) in accordance with the terms of this Agreement and the respective Mortgage Loans and all applicable law and regulations and, to the extent consistent with such terms, in the same manner in which it services and administers similar mortgage loans for its own portfolio, giving due consideration to customary and usual standards of practice of prudent mortgage lenders and loan servicers administering similar mortgage loans but without regard to: (i) any relationship that the Servicer or any Affiliate of the Servicer may have with the related Mortgagor; (ii) the ownership of any Certificate by the Servicer or any Affiliate of the Servicer; (iii) the Servicer’s obligation to make P&I Advances or Servicing Advances; or (iv) the Servicer’s right to receive compensation for its services hereunder; provided, however, that with respect to the Mortgage Loans serviced pursuant to an Assignment Agreement, Ocwen shall not have any liability for the acts and omissions of the respective Interim Subservicer or the failure of an Interim Subservicer to service the related Mortgage Loans in accordance with this Agreement. To the extent consistent with the foregoing, the Servicer shall also seek to maximize the timely and complete recovery of principal and interest on the Mortgage Notes and shall waive (or permit a Sub-Servicer to waive) a Prepayment Charge only under the following circumstances: (i) such waiver is standard and customary in servicing similar Mortgage Loans and such waiver is related to a default or reasonably foreseeable default and would, in the reasonable judgment of the Servicer, maximize recovery of total proceeds taking into account the value of such Prepayment Charge and the related Mortgage Loan and, if such waiver is made in connection with a refinancing of the related Mortgage Loan, such refinancing is related to a default or a reasonably foreseeable default, (ii) such Prepayment Charge is unenforceable in accordance with applicable law or the collection of such related Prepayment Charge would otherwise violate applicable law or (iii) the collection of such Prepayment Charge would be considered “predatory” pursuant to written guidance published or issued by any applicable federal, state or local regulatory authority acting in its official capacity and having jurisdiction over such matters. Notwithstanding any provision in this Agreement to the contrary, in the event the Prepayment Charge payable under the terms of the Mortgage Note is less than the amount of the Prepayment Charge set forth in the Prepayment Charge Schedule or other information provided to the Servicer, the Servicer shall not have any liability or obligation with respect to such difference, and in addition shall not have any liability or obligation to pay the amount of any uncollected Prepayment Charge if the failure to collect such amount is the direct result of inaccurate or incomplete information on the Prepayment Charge Schedule. Subject only to the above-described servicing standards (the “Accepted Servicing Practices”) and the terms of this Agreement and of the related Mortgage Loans, the Servicer shall have full power and authority authority, to do or cause to be done any and all things in connection with such servicing and administration which Originator it may deem necessary or desirable and consistent with the terms goal of this Servicing Agreement and the Master Mortgage Loan Purchasing Agreement excepting the following: (1) Originator may not waive, modify or vary any term maximizing proceeds of any Loan or consent to the postponement of strict compliance with any such term or in any manner grant indulgence to the Mortgagor without the prior consent of Purchaser. (2) Originator may not permit any modification with respect to any Loan that would increase or decrease the Mortgage Interest Rate, defer or forgive the payment of any principal or interest, reduce the outstanding principal amount (except for actual payments of principal), or extend the final maturity date of such Loan. Without limiting the generality of the aboveforegoing, Originator shall continue, and the Servicer in its own name is hereby authorized and empowered by the Trustee when it believes it appropriate in accordance with this Servicing Agreementits best judgment, to execute and deliver deliver, on behalf of Purchaserthe Trust Fund, the Certificateholders and the Trustee or any of them, and upon written notice to the Trustee, any and all instruments of satisfaction or cancellation, or of partial or full releaserelease or discharge or subordination, discharge and all other comparable instruments, with respect to the Loan related Mortgage Loans and the related Mortgaged Properties and to institute foreclosure proceedings or obtain a deed-in-lieu of foreclosure so as to convert the ownership of such properties, and to hold or cause to be held title to such properties, on behalf of the Trustee, for the benefit of the Trust Fund and the Certificateholders. The Servicer shall service and administer the related Mortgage Loans in accordance with respect applicable state and federal law and shall provide to the Mortgaged PropertyMortgagors any reports required to be provided to them thereby. If reasonably required by OriginatorThe Servicer shall also comply in the performance of this Agreement with all reasonable rules and requirements of each insurer under any standard hazard insurance policy. Subject to Section 3.14, Purchaser the Trustee shall execute, at the written request of the Servicer, and furnish Originator with any powers to the Servicer a power of attorney in the form of Exhibit D hereto and other documents necessary or appropriate to enable Originator the Servicer to carry out its servicing and administrative duties hereunder and furnished to the Trustee by the Servicer, and the Trustee shall not be liable for the actions of the Servicer under such powers of attorney and shall be indemnified by the Servicer for any cost, liability or expense incurred by the Trustee in connection with the Servicer’s use or misuse of any such power of attorney. In accordance with Accepted Servicing Practices, the Servicer shall make or cause to be made Servicing Advances as necessary for the purpose of effecting the payment of taxes and assessments on the Mortgaged Properties, which Servicing Advances shall be reimbursable in the first instance from related collections from the related Mortgagors pursuant to Section 3.07, and further as provided in Section 3.09; provided, however, the Servicer shall only make such Servicing Advance if the related Mortgagor has not made such payment and if the failure to make such Servicing Advance would result in the loss of the related Mortgaged Property due to a tax sale or foreclosure as result of a tax lien. Any cost incurred by the Servicer in effecting the payment of taxes and assessments on a Mortgaged Property shall not, for the purpose of calculating the Stated Principal Balance of such Mortgage Loan or distributions to Certificateholders, be added to the unpaid principal balance of the related Mortgage Loan, notwithstanding that the terms of such Mortgage Loan so permit. The parties to this Agreement acknowledge that Servicing Advances shall be reimbursable pursuant to Section 3.09 of this Agreement, and agree that no Servicing Advance shall be rejected or disallowed by any party unless it has been shown that such Servicing Advance was not made in accordance with the terms of this Agreement. Notwithstanding the foregoing, the parties understand and agree that, with respect to any Mortgage Loan (1) the Master Servicer shall not approve the reimbursement of any Servicing Advance made with respect to such Mortgage Loan prior to the Cut-off Date (each, a “Pre-Cut-off Date Advance”) unless and until it has received a Servicing Advance Schedule listing the amount of Pre-Cut-off Date Advances made in respect of such Mortgage Loan from (a) the Servicer or the related Interim Subservicer with respect to any Mortgage Loans that were transferred to such Servicer or Interim Subservicer prior to the Cut-off Date and/or (b) the Depositor with respect to any Mortgage Loans that were transferred to the Servicer or related Interim Subservicer after the Cut-off Date, as applicable, (2) the aggregate Pre-Cut-off Date Advances reimbursable hereunder with respect to such Mortgage Loan shall not exceed the amount of Pre-Cut-off Date Advances for such Mortgage Loan shown on the Servicing Advance Schedule delivered to the Master Servicer, (3) the Depositor shall be deemed to have agreed with and approved the Pre-Cut-off Date Advances shown on any Servicing Advance Schedule furnished to the Master Servicer, and (4) the Master Servicer will have no liability to the Depositor, the Servicer or any other Person, including any Certificateholder, for approving reimbursement of related Pre-Cut-off Date Advances so long as the aggregate amount of such advances reimbursed hereunder does not exceed of the amount of Pre-Cut-off Date Advances for such Mortgage Loan shown on the Servicing Advance Schedule. Notwithstanding anything in this Agreement to the contrary, the Servicer may not make any future advances with respect to a Mortgage Loan and the Servicer shall not permit any modification with respect to any related Mortgage Loan that would change the Mortgage Rate, reduce or increase the principal balance (except for reductions resulting from actual payments of principal) or change the final maturity date on such related Mortgage Loan (unless, as provided in Section 3.06, the related Mortgagor is in default with respect to the related Mortgage Loan or such default is, in the judgment of the Servicer, reasonably foreseeable) or any modification, waiver or amendment of any term of any related Mortgage Loan that would both (A) effect an exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or final, temporary or proposed Treasury regulations promulgated thereunder) and (B) cause any Trust REMIC created hereunder to fail to qualify as a REMIC under the Code or the imposition of any tax on “prohibited transactions” or “contributions after the startup date” under the REMIC Provisions. In the event that the Mortgage Loan Documents relating to a Mortgage Loan contain provisions requiring the related Mortgagor to arbitrate disputes (at the option of the Trustee, on behalf of the Trust), the Trustee hereby authorizes the Servicer to waive the Trustee’s right or option to arbitrate disputes and to send written notice of such waiver to the Mortgagor, although the Mortgagor may still require arbitration at its option. From and after the Servicing Transfer Date and the Interim Subservicing Transfer Dates, the Servicer will fully furnish, in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company or their successors on a monthly basis. SECTION 3.02. Sub-Servicing Agreements Between the Servicer and Sub-Servicers. The Servicer may arrange for the subservicing of any Mortgage Loan by a Sub- Servicer pursuant to a Sub-Servicing Agreement; provided that such sub-servicing arrangement and the terms of the related Sub-Servicing Agreement must provide for the servicing of such Mortgage Loans in a manner consistent with the servicing arrangements contemplated hereunder. In Each Sub-Servicer shall be (i) authorized to transact business in the state or states where the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the Sub-Servicer to perform its obligations hereunder and under the Sub-Servicing Agreement and (ii) a ▇▇▇▇▇▇▇ Mac or ▇▇▇▇▇▇ Mae approved mortgage servicer. Notwithstanding the provisions of any Sub-Servicing Agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Servicer or a Sub-Servicer or reference to actions taken through the Servicer or otherwise, the Servicer shall remain obligated and liable to the Depositor, the Trustee and the Certificateholders for the servicing and administration of the Mortgage Loans in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such Sub-Servicing Agreements or arrangements or by virtue of indemnification from the Sub-Servicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans, Originator . Every Sub-Servicing Agreement entered into by the Servicer shall employ procedures (including contain a provision giving the collection procedures) and exercise successor Servicer the option to terminate such agreement in the event a successor Servicer is appointed. All actions of each Sub-Servicer performed pursuant to the related Sub-Servicing Agreement shall be performed as an agent of the Servicer with the same care force and effect as if performed directly by the Servicer. For purposes of this Agreement, the Servicer shall be deemed to have received any collections, recoveries or payments with respect to the Mortgage Loans that it customarily employs and exercises in servicing and administering Loans for its own account giving due consideration are received by a Sub-Servicer regardless of whether such payments are remitted by the Sub-Servicer to accepted mortgage servicing practices the Servicer. For purposes of prudent lending institutions this Agreement, the Assignment Agreements and the Purchaser's reliance on Originator. The Loans may Interim Servicing Agreement shall not be subdeemed to be Sub-serviced on behalf of Originator without written permission from the PurchaserServicing Agreements.

Administration and Servicing. OF MORTGAGE LOANS Section 3.01 Master Servicer to Act as Servicer. (See Section 3.01 of Loans in Warehouse ---------------------------------------------------the Standard Terms) Section 3.02 Subservicing Agreements Between Master Servicer and Subservicers; Enforcement of Subservicers' and Sellers' Obligations. (a) Originator To Act as Servicer. Originator shall service The Master Servicer may continue in effect Subservicing Agreements entered into by Residential Funding and administer ----------------------------- Subservicers prior to the Loans execution and shall have power delivery of this Agreement, and authority to do any and all things in connection may enter into new Subservicing Agreements with such Subservicers, for the servicing and administration of all or some of the Mortgage Loans. Each Subservicer shall be either (i) an institution the accounts of which Originator may deem necessary are insured by the FDIC or desirable (ii) another entity that engages in the business of originating or servicing mortgage loans, and in either case shall be authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the Subservicer to perform its obligations hereunder and under the Subservicing Agreement, and in either case shall be a Freddie Mac, Fannie Mae or HUD approved mortgage servicer. In addition, any Subservicer of a Mortgage Loan insur▇▇ ▇▇ t▇▇ FHA must be an FHA-approved servicer, and any Subservicer of a Mortgage Loan guaranteed by the VA must be a VA-approved servicer. Each Subservicer of a Mortgage Loan shall be entitled to receive and retain, as provided in the related Subservicing Agreement and in Section 3.07, the related Subservicing Fee from payments of interest received on such Mortgage Loan after payment of all amounts required to be remitted to the Master Servicer in respect of such Mortgage Loan. For any Mortgage Loan that is a Nonsubserviced Mortgage Loan, the Master Servicer shall be entitled to receive and retain an amount equal to the Subservicing Fee from payments of interest. Unless the context otherwise requires, references in this Agreement to actions taken or to be taken by the Master Servicer in servicing the Mortgage Loans include actions taken or to be taken by a Subservicer on behalf of the Master Servicer. Each Subservicing Agreement will be upon such terms and conditions as are generally required by, permitted by or consistent with the terms of Program Guide and are not inconsistent with this Servicing Agreement and as the Master Mortgage Loan Purchasing Servicer and the Subservicer have agreed; provided that, the Subservicing Agreement excepting between the following: (1) Originator Master Servicer and Wells Fargo, if any, will be upon such terms and conditions as are consistent with this Agreement ▇▇▇ as the Master Servicer and the Subservicer have agreed, which may not waivebe consistent with the Program Guide. With the approval of the Master Servicer, a Subservicer may delegate its servicing obligations to third-party servicers, but such Subservicer will remain obligated under the related Subservicing Agreement. The Master Servicer and a Subservicer may enter into amendments thereto or a different form of Subservicing Agreement, and the form referred to or included in the Program Guide is merely provided for information and shall not be deemed to limit in any respect the discretion of the Master Servicer to modify or vary any term of any Loan or consent to the postponement of strict compliance with enter into different Subservicing Agreements; provided, however, that any such term amendments or different forms shall be consistent with and not violate the provisions of either this Agreement or the Program Guide in a manner which would materially and adversely affect the interests of the Certificateholders. The Program Guide and any manner grant indulgence other Subservicing Agreement entered into between the Master Servicer and any Subservicer shall require the Subservicer to accurately and fully report its borrower credit files to each of the Mortgagor without the prior consent of PurchaserCredit Repositories in a timely manner. (2b) Originator may not permit any modification with respect to any Loan that would increase or decrease the Mortgage Interest Rate, defer or forgive the payment of any principal or interest, reduce the outstanding principal amount (except for actual payments of principal), or extend the final maturity date of such Loan. Without limiting the generality See Section 3.02(b) of the above, Originator shall continue, and is hereby authorized and empowered in accordance with this Servicing Agreement, to execute and deliver on behalf of Purchaser, all instruments of satisfaction or cancellation, or of partial or full release, discharge and all other comparable instruments, with respect to the Loan and with respect to the Mortgaged Property. If reasonably required by Originator, Purchaser shall furnish Originator with any powers of attorney and other documents necessary or appropriate to enable Originator to carry out its servicing and administrative duties under this Servicing Agreement. In servicing and administering the Loans, Originator shall employ procedures (including the collection procedures) and exercise the same care that it customarily employs and exercises in servicing and administering Loans for its own account giving due consideration to accepted mortgage servicing practices of prudent lending institutions and the Purchaser's reliance on Originator. The Loans may not be sub-serviced on behalf of Originator without written permission from the Purchaser.Standard Terms)

Administration and Servicing. of Loans in Warehouse ---------------------------------------------------OF THE MORTGAGE LOANS; ACCOUNTS (a) Originator To SECTION 3.01. The Servicer to Act as Servicer. Originator From and after the Closing Date to the Servicing Transfer Date, the Fremont Mortgage Loans will be serviced and administered by the Interim Servicer pursuant to the Interim Servicing Agreement, and the Servicer will have no responsibility to service or administer the Fremont Mortgage Loans, or have any other obligation with respect to the Fremont Mortgage Loans during that period. On and after the Closing Date (and with respect to the Fremont Mortgage Loans, on and after the Servicing Transfer Date), the Servicer shall service and administer ----------------------------- the Mortgage Loans on behalf of the Trust Fund and in the best interests of and for the benefit of the Certificateholders (as determined by the Servicer in its reasonable judgment) in accordance with the terms of this Agreement and the respective Mortgage Loans and all applicable laws and regulations and, to the extent consistent with such terms, in the same manner in which it services and administers similar mortgage loans for its own portfolio, giving due consideration to customary and usual standards of practice of prudent mortgage lenders and loan servicers administering similar mortgage loans but without regard to: (i) any relationship that the Servicer or any Affiliate of the Servicer may have with the related Mortgagor; (ii) the ownership of any Certificate by the Servicer or any Affiliate of the Servicer; (iii) the Servicer’s obligation to make P&I Advances or Servicing Advances; or (iv) the Servicer’s right to receive compensation for its services hereunder; provided, however, that with respect to the Fremont Mortgage Loans serviced pursuant to the Interim Servicing Agreement, the Servicer will be entitled to seek indemnification in accordance with Section 7.03 hereof for any liability attributable to it as a result of the acts and omissions of the Interim Servicer or the failure of the Interim Servicer to service the Fremont Mortgage Loans in accordance with the Interim Servicing Agreement prior to the Servicing Transfer Date. To the extent consistent with the foregoing, the Servicer shall also seek to maximize the timely and complete recovery of principal and interest on the Mortgage Notes and shall waive (or permit a Sub-Servicer to waive) a Prepayment Charge only under the following circumstances: (i) such waiver is standard and customary in servicing similar Mortgage Loans and such waiver is related to a default or reasonably foreseeable default and would, in the reasonable judgment of the Servicer, maximize recovery of total proceeds taking into account the value of such Prepayment Charge and the related Mortgage Loan and, if such waiver is made in connection with a refinancing of the related Mortgage Loan, such refinancing is related to a default or a reasonably foreseeable default, (ii) such Prepayment Charge is unenforceable in accordance with applicable law or the collection of such related Prepayment Charge would otherwise violate applicable law or (iii) the collection of such Prepayment Charge would be considered “predatory” pursuant to written guidance published or issued by any applicable federal, state or local regulatory authority acting in its official capacity and having jurisdiction over such matters. Notwithstanding any provision in this Agreement to the contrary, in the event the Prepayment Charge payable under the terms of the Mortgage Note is less than the amount of the Prepayment Charge set forth in the Prepayment Charge Schedule or other information provided to the Servicer, such Servicer shall not have any liability or obligation with respect to such difference, and in addition shall not have any liability or obligation to pay the amount of any uncollected Prepayment Charge if the failure to collect such amount is the direct result of inaccurate or incomplete information on the Prepayment Charge Schedule. Subject only to the above-described servicing standards (the “Accepted Servicing Practices”) and the terms of this Agreement and of the related Mortgage Loans, the Servicer shall have full power and authority authority, to do or cause to be done any and all things in connection with such servicing and administration which Originator it may deem necessary or desirable and consistent with the terms goal of this Servicing Agreement and the Master Mortgage Loan Purchasing Agreement excepting the following: (1) Originator may not waive, modify or vary any term maximizing proceeds of any Loan or consent to the postponement of strict compliance with any such term or in any manner grant indulgence to the Mortgagor without the prior consent of Purchaser. (2) Originator may not permit any modification with respect to any Loan that would increase or decrease the Mortgage Interest Rate, defer or forgive the payment of any principal or interest, reduce the outstanding principal amount (except for actual payments of principal), or extend the final maturity date of such Loan. Without limiting the generality of the aboveforegoing, Originator shall continue, and the Servicer in its own name is hereby authorized and empowered by the Trustee when the Servicer believes it appropriate in accordance with this Servicing Agreementits best judgment, to execute and deliver deliver, on behalf of Purchaserthe Trust Fund, the Certificateholders and the Trustee or any of them, and upon written notice to the Trustee, any and all instruments of satisfaction or cancellation, or of partial or full releaserelease or discharge or subordination, discharge and all other comparable instruments, with respect to the Loan related Mortgage Loans and the related Mortgaged Properties and to institute foreclosure proceedings or obtain a deed-in-lieu of foreclosure so as to convert the ownership of such properties, and to hold or cause to be held title to such properties, on behalf of the Trustee, for the benefit of the Trust Fund and the Certificateholders. The Servicer shall service and administer the related Mortgage Loans in accordance with respect applicable state and federal law and shall provide to the Mortgaged PropertyMortgagors any reports required to be provided to them thereby. If reasonably required by OriginatorThe Servicer shall also comply in the performance of this Agreement with all reasonable rules and requirements of each insurer under any standard hazard insurance policy. Subject to Section 3.14, Purchaser the Trustee shall execute, at the written request of the Servicer, and furnish Originator with any powers to the Servicer a power of attorney in the form of Exhibit D hereto and other documents necessary or appropriate to enable Originator the Servicer to carry out its servicing and administrative duties hereunder and furnished to the Trustee by the Servicer, and the Trustee shall not be liable for the actions of the Servicer under such powers of attorney and shall be indemnified by the Servicer for any cost, liability or expense incurred by the Trustee in connection with the Servicer’s use or misuse of any such power of attorney. In accordance with Accepted Servicing Practices, the Servicer shall make or cause to be made Servicing Advances as necessary for the purpose of effecting the payment of taxes and assessments on the Mortgaged Properties, which Servicing Advances shall be reimbursable in the first instance from related collections from the related Mortgagors pursuant to Section 3.07, and further as provided in Section 3.09; provided, however, the Servicer shall only make such Servicing Advance if the related Mortgagor has not made such payment and if the failure to make such Servicing Advance would result in the loss of the related Mortgaged Property due to a tax sale or foreclosure as result of a tax lien. Any cost incurred by the Servicer in effecting the payment of taxes and assessments on a Mortgaged Property shall not, for the purpose of calculating the Stated Principal Balance of such Mortgage Loan or distributions to Certificateholders, be added to the unpaid principal balance of the related Mortgage Loan, notwithstanding that the terms of such Mortgage Loan so permit. The parties to this Agreement acknowledge that Servicing Advances shall be reimbursable pursuant to Section 3.09 of this Agreement, and agree that no Servicing Advance shall be rejected or disallowed by any party unless it has been shown that such Servicing Advance was not made in accordance with the terms of this Agreement. Notwithstanding the foregoing, the parties understand and agree that, with respect to any Mortgage Loan (1) the Master Servicer shall not approve the reimbursement of any Servicing Advance made with respect to such Mortgage Loan prior to the Cut-off Date (each, a “Pre-Cut-off Date Advance”) unless and until it has received a Servicing Advance Schedule listing the amount of Pre-Cut-off Date Advances made in respect of such Mortgage Loan from (a) the Servicer or the Interim Servicer with respect to any Mortgage Loans that were transferred to such Servicer or Interim Servicer prior to the Cut-off Date and/or (b) the Depositor with respect to any Mortgage Loans that were transferred to the Servicer or Interim Servicer after the Cut-off Date, as applicable, (2) the aggregate Pre-Cut-off Date Advances reimbursable hereunder with respect to such Mortgage Loan shall not exceed the amount of Pre-Cut-off Date Advances for such Mortgage Loan shown on the Servicing Advance Schedule delivered to the Master Servicer, (3) the Depositor shall be deemed to have agreed with and approved the Pre-Cut-off Date Advances shown on any Servicing Advance Schedule furnished to the Master Servicer, and (4) the Master Servicer will have no liability to the Depositor, the Servicer or any other Person, including any Certificateholder, for approving reimbursement of related Pre-Cut-off Date Advances so long as the aggregate amount of such advances reimbursed hereunder does not exceed of the amount of Pre-Cut-off Date Advances for such Mortgage Loan shown on the Servicing Advance Schedule. Notwithstanding anything in this Agreement to the contrary, the Servicer may not make any future advances with respect to a Mortgage Loan and the Servicer shall not permit any modification with respect to any related Mortgage Loan that would change the Mortgage Rate, reduce or increase the principal balance (except for reductions resulting from actual payments of principal) or change the final maturity date on such related Mortgage Loan (unless, as provided in Section 3.06, the related Mortgagor is in default with respect to the related Mortgage Loan or such default is, in the judgment of the Servicer, reasonably foreseeable) or any modification, waiver or amendment of any term of any related Mortgage Loan that would both (A) effect an exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or final, temporary or proposed Treasury regulations promulgated thereunder) and (B) cause any Trust REMIC created hereunder to fail to qualify as a REMIC under the Code or the imposition of any tax on “prohibited transactions” or “contributions after the startup date” under the REMIC Provisions. In the event that the Mortgage Loan Documents relating to a Mortgage Loan contain provisions requiring the related Mortgagor to arbitrate disputes (at the option of the Trustee, on behalf of the Trust), the Trustee hereby authorizes the Servicer to waive the Trustee’s right or option to arbitrate disputes and to send written notice of such waiver to the Mortgagor, although the Mortgagor may still require arbitration at its option. From and after the Servicing Transfer Date, the Servicer will fully furnish, in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company or their successors on a monthly basis. SECTION 3.02. Sub-Servicing Agreements Between the Servicer and Sub-Servicers. The Servicer may arrange for the subservicing of any Mortgage Loan by a Sub- Servicer pursuant to a Sub-Servicing Agreement; provided that such sub-servicing arrangement and the terms of the related Sub-Servicing Agreement must provide for the servicing of such Mortgage Loans in a manner consistent with the servicing arrangements contemplated hereunder. In Each Sub-Servicer shall be (i) authorized to transact business in the state or states where the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the Sub-Servicer to perform its obligations hereunder and under the Sub-Servicing Agreement and (ii) a ▇▇▇▇▇▇▇ Mac or ▇▇▇▇▇▇ Mae approved mortgage servicer. Notwithstanding the provisions of any Sub-Servicing Agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Servicer or a Sub-Servicer or reference to actions taken through the Servicer or otherwise, the Servicer shall remain obligated and liable to the Depositor, the Trustee and the Certificateholders for the servicing and administration of the Mortgage Loans in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such Sub-Servicing Agreements or arrangements or by virtue of indemnification from the Sub-Servicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans, Originator . Every Sub-Servicing Agreement entered into by the Servicer shall employ procedures (including contain a provision giving the collection procedures) and exercise successor servicer the option to terminate such agreement in the event a successor servicer is appointed. All actions of each Sub-Servicer performed pursuant to the related Sub-Servicing Agreement shall be performed as an agent of the Servicer with the same care force and effect as if performed directly by the Servicer. For purposes of this Agreement, the Servicer shall be deemed to have received any collections, recoveries or payments with respect to the Mortgage Loans that it customarily employs and exercises in servicing and administering Loans for its own account giving due consideration are received by a Sub-Servicer regardless of whether such payments are remitted by the Sub-Servicer to accepted mortgage servicing practices the Servicer. For purposes of prudent lending institutions this Agreement, the Fremont Assignment Agreement and the Purchaser's reliance on Originator. The Loans may Interim Servicing Agreement shall not be subdeemed to be Sub-serviced on behalf of Originator without written permission from the PurchaserServicing Agreements.

Administration and Servicing. of Loans in Warehouse --------------------------------------------------- (a) Originator To Act as Servicer. Originator shall Bank will service and administer ----------------------------- manage the Loans loan in accordance with its usual practices and shall have power and authority will exercise the same degree of care to do any and all things protect Participant's interest as it does its own. So long as Bank exercises such care in connection with such the servicing and administration management of the loan, it shall not be under any liability to Participant with respect to anything it may do or refrain from dong in the exercise of its judgment or which Originator may deem seem to Bank to be necessary or desirable in the servicing and consistent with management of the terms loan, except for its willful misconduct. Bank may take any action determined by it in its sole discretion to be appropriate to enforce payment of this Servicing Agreement and the Master Mortgage Loan Purchasing Agreement excepting Note or to realize upon any collateral but it shall not, without the following: (1) Originator may not waivewritten consent of Participant, modify extend, renew, amend or vary change the Note or Agreements, or grant any term consents, waivers, variances or releases thereunder or permit the release or substitution of any Loan collateral therefore: provided that in the event the Bank shall file a petition in or consent become the subject of bankruptcy, liquidation, reorganization, receivership or similar proceedings, the Participant will have the right, to the postponement extent of strict compliance with any such term or in any manner grant indulgence to the Mortgagor without the prior consent of Purchaser. (2) Originator may not permit any modification with respect to any Loan that would increase or decrease the Mortgage Interest Rate, defer or forgive the payment of any principal or interest, reduce the outstanding principal amount (except for actual payments of principal), or extend the final maturity date of such Loan. Without limiting the generality of the above, Originator shall continue, and is hereby authorized and empowered in accordance with this Servicing Agreementits interest therein, to execute collect and deliver on behalf of Purchaser, all instruments of satisfaction or cancellation, or of partial or full release, discharge enforce the Note in its own name and all other comparable instruments, with respect to the Loan and with respect to the Mortgaged Property. If reasonably required by Originator, Purchaser shall furnish Originator with any powers of attorney and other documents necessary or appropriate to enable Originator to carry out its servicing and administrative duties under this Servicing Agreement. In servicing and administering the Loans, Originator shall employ procedures (including the collection procedures) and exercise the same care that it customarily employs and exercises in servicing and administering Loans for its own account giving account. Bank shall with reasonable promptness notify Participant of any material default of Borrower or which it becomes aware and of any other matters, which, in its judgment, materially affect the interest of the parties in the loan. In the event of default by the Borrower, it is hereby agreed that if either party to this agreement deems foreclosure a necessary remedy, foreclosure of both parties' interest in the loan will be required. In the event adequate funds are not available to meet regular installments of the loan herein described, the funds available will be apportioned to the parties hereto based upon their respective current installments of principal and interest due. In the event of foreclosure, sale, or liquidation of the secured property, fixed assets or other obligations due consideration to accepted mortgage servicing practices of prudent lending institutions and the Purchaser's reliance on Originator. The Loans may not be sub-serviced on behalf of Originator without written permission parties hereto, from the PurchaserBorrower, such sums received from foreclosure, sale, or liquidations shall be paid to each of the parties hereto in direct proportion to the original principal amounts advanced by the parties.

Administration and Servicing. OF MORTGAGE LOANS Section 3.01 Master Servicer to Act as Servicer. (See Section 3.01 of Loans in Warehouse ---------------------------------------------------the Standard Terms) Section 3.02 Subservicing Agreements Between Master Servicer and Subservicers; Enforcement of Subservicers' and Sellers' Obligations. (a) Originator To Act as Servicer. Originator shall service The Master Servicer may continue in effect Subservicing Agreements entered into by Residential Funding and administer ----------------------------- Subservicers prior to the Loans execution and shall have power delivery of this Agreement, and authority to do any and all things in connection may enter into new Subservicing Agreements with such Subservicers, for the servicing and administration of all or some of the Mortgage Loans. Each Subservicer shall be either (i) an institution the accounts of which Originator may deem necessary are insured by the FDIC or desirable (ii) another entity that engages in the business of originating or servicing mortgage loans, and in either case shall be authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the Subservicer to perform its obligations hereunder and under the Subservicing Agreement, and in either case shall be a Freddie Mac, Fannie Mae or HUD approved mortgag▇ ▇▇▇v▇▇▇r. In addition, any Subservicer of a Mortgage Loan insured by the FHA must be an FHA-approved servicer, and any Subservicer of a Mortgage Loan guaranteed by the VA must be a VA-approved servicer. Each Subservicer of a Mortgage Loan shall be entitled to receive and retain, as provided in the related Subservicing Agreement and in Section 3.07, the related Subservicing Fee from payments of interest received on such Mortgage Loan after payment of all amounts required to be remitted to the Master Servicer in respect of such Mortgage Loan. For any Mortgage Loan that is a Nonsubserviced Mortgage Loan, the Master Servicer shall be entitled to receive and retain an amount equal to the Subservicing Fee from payments of interest. Unless the context otherwise requires, references in this Agreement to actions taken or to be taken by the Master Servicer in servicing the Mortgage Loans include actions taken or to be taken by a Subservicer on behalf of the Master Servicer. Each Subservicing Agreement will be upon such terms and conditions as are generally required by, permitted by or consistent with the terms of Program Guide and are not inconsistent with this Servicing Agreement and as the Master Mortgage Loan Purchasing Servicer and the Subservicer have agreed; provided that, the Subservicing Agreement excepting between the following: (1) Originator Master Servicer and Wells Fargo, if any, will be upon ▇▇▇▇ terms and conditions as are consistent with this Agreement and as the Master Servicer and the Subservicer have agreed, which may not waivebe consistent with the Program Guide. With the approval of the Master Servicer, a Subservicer may delegate its servicing obligations to third-party servicers, but such Subservicer will remain obligated under the related Subservicing Agreement. The Master Servicer and a Subservicer may enter into amendments thereto or a different form of Subservicing Agreement, and the form referred to or included in the Program Guide is merely provided for information and shall not be deemed to limit in any respect the discretion of the Master Servicer to modify or vary any term of any Loan or consent to the postponement of strict compliance with enter into different Subservicing Agreements; provided, however, that any such term amendments or different forms shall be consistent with and not violate the provisions of either this Agreement or the Program Guide in a manner which would materially and adversely affect the interests of the Certificateholders. The Program Guide and any manner grant indulgence other Subservicing Agreement entered into between the Master Servicer and any Subservicer shall require the Subservicer to accurately and fully report its borrower credit files to each of the Mortgagor without the prior consent of PurchaserCredit Repositories in a timely manner. (2b) Originator may not permit any modification with respect to any Loan that would increase or decrease the Mortgage Interest Rate, defer or forgive the payment of any principal or interest, reduce the outstanding principal amount (except for actual payments of principal), or extend the final maturity date of such Loan. Without limiting the generality See Section 3.02(b) of the above, Originator shall continue, and is hereby authorized and empowered in accordance with this Servicing Agreement, to execute and deliver on behalf of Purchaser, all instruments of satisfaction or cancellation, or of partial or full release, discharge and all other comparable instruments, with respect to the Loan and with respect to the Mortgaged Property. If reasonably required by Originator, Purchaser shall furnish Originator with any powers of attorney and other documents necessary or appropriate to enable Originator to carry out its servicing and administrative duties under this Servicing Agreement. In servicing and administering the Loans, Originator shall employ procedures (including the collection procedures) and exercise the same care that it customarily employs and exercises in servicing and administering Loans for its own account giving due consideration to accepted mortgage servicing practices of prudent lending institutions and the Purchaser's reliance on Originator. The Loans may not be sub-serviced on behalf of Originator without written permission from the Purchaser.Standard Terms)

Administration and Servicing. of Loans in Warehouse ---------------------------------------------------OF THE MORTGAGE LOANS; ACCOUNTS (a) Originator To SECTION 3.01. The Servicer to Act as Servicer. Originator From and after the Closing Date, the Servicer shall service and administer ----------------------------- the Mortgage Loans on behalf of the Trust Fund and in the best interests of and for the benefit of the Certificateholders (as determined by the Servicer in its reasonable judgment) in accordance with the terms of this Agreement and the respective Mortgage Loans and all applicable laws and regulations and, to the extent consistent with such terms, in the same manner in which it services and administers similar mortgage loans for its own portfolio, giving due consideration to customary and usual standards of practice of prudent mortgage lenders and loan servicers administering similar mortgage loans but without regard to: (i) any relationship that the Servicer or any Affiliate of the Servicer may have with the related Mortgagor; (ii) the ownership of any Certificate by the Servicer or any Affiliate of the Servicer; (iii) the Servicer’s obligation to make P&I Advances or Servicing Advances; or (iv) the Servicer’s right to receive compensation for its services hereunder. To the extent consistent with the foregoing, the Servicer shall also seek to maximize the timely and complete recovery of principal and interest on the Mortgage Loans. Subject only to the above-described servicing standards (the “Accepted Servicing Practices”) and the terms of this Agreement and of the related Mortgage Loans, the Servicer shall have full power and authority authority, to do or cause to be done any and all things in connection with such servicing and administration which Originator it may deem necessary or desirable and consistent with the terms goal of this Servicing Agreement and the Master Mortgage Loan Purchasing Agreement excepting the following: (1) Originator may not waive, modify or vary any term maximizing proceeds of any Loan or consent to the postponement of strict compliance with any such term or in any manner grant indulgence to the Mortgagor without the prior consent of Purchaser. (2) Originator may not permit any modification with respect to any Loan that would increase or decrease the Mortgage Interest Rate, defer or forgive the payment of any principal or interest, reduce the outstanding principal amount (except for actual payments of principal), or extend the final maturity date of such Loan. Without limiting the generality of the aboveforegoing, Originator shall continuethe Servicer in its own name or in the name of the Trustee, and solely in its capacity as Trustee for the Trust, is hereby authorized and empowered by the Trustee when the Servicer believes it appropriate in accordance with this Servicing Agreementits best judgment, to execute and deliver deliver, on behalf of Purchaserthe Trust Fund, the Certificateholders and the Trustee or any of them, and upon written notice to the Trustee, any and all instruments of satisfaction or cancellation, or of partial or full releaserelease or discharge or subordination, discharge and all other comparable instruments, with respect to the Loan related Mortgage Loans and the related Mortgaged Properties and to institute foreclosure proceedings or obtain a deed-in-lieu of foreclosure so as to convert the ownership of such properties, and to hold or cause to be held title to such properties, on behalf of the Trustee, for the benefit of the Trust Fund and the Certificateholders. The Servicer shall service and administer the related Mortgage Loans in accordance with respect applicable state and federal law and shall provide to the Mortgaged PropertyMortgagors any reports required to be provided to them thereby. If reasonably required by OriginatorThe Servicer shall also comply in the performance of this Agreement with all reasonable rules and requirements of each insurer under any standard hazard insurance policy. Subject to Section 3.14, Purchaser the Trustee shall execute, at the written request of the Servicer, and furnish Originator with any powers to the Servicer a power of attorney in the form of Exhibit D hereto and other documents necessary or appropriate to enable Originator the Servicer to carry out its servicing and administrative duties hereunder and furnished to the Trustee by the Servicer, and the Trustee shall not be liable for the actions of the Servicer under such powers of attorney and shall be indemnified by the Servicer for any cost, liability or expense incurred by the Trustee in connection with the Servicer’s use or misuse of any such power of attorney. In accordance with Accepted Servicing Practices, the Servicer shall make or cause to be made Servicing Advances as necessary for the purpose of effecting the payment of taxes and assessments on the Mortgaged Properties, which Servicing Advances shall be reimbursable in the first instance from related collections from the related Mortgagors pursuant to Section 3.07, and further as provided in Section 3.09; provided, however, the Servicer shall only make such Servicing Advance if the related Mortgagor has not made such payment and if the failure to make such Servicing Advance would result in the loss of the related Mortgaged Property due to a tax sale or foreclosure as result of a tax lien. Any cost incurred by the Servicer in effecting the payment of taxes and assessments on a Mortgaged Property shall not, for the purpose of calculating the Stated Principal Balance of such Mortgage Loan or distributions to Certificateholders, be added to the unpaid principal balance of the related Mortgage Loan, notwithstanding that the terms of such Mortgage Loan so permit. Notwithstanding anything in this Agreement to the contrary, the Servicer may not make any future advances with respect to a Mortgage Loan and the Servicer shall not permit any modification with respect to any related Mortgage Loan that would change the Mortgage Rate, reduce or increase the principal balance (except for reductions resulting from actual payments of principal) or change the final maturity date on such related Mortgage Loan (unless, as provided in Section 3.06, the related Mortgagor is in default with respect to the related Mortgage Loan or such default is, in the judgment of the Servicer, reasonably foreseeable) or any modification, waiver or amendment of any term of any related Mortgage Loan that would both (A) effect an exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or final, temporary or proposed Treasury regulations promulgated thereunder) and (B) cause any Trust REMIC created hereunder to fail to qualify as a REMIC under the Code or the imposition of any tax on “prohibited transactions” or “contributions after the startup date” under the REMIC Provisions. The Servicer further is authorized and empowered by the Trustee, on behalf of the Certificateholders and the Trustee, in its own name or in the name of the Sub-Servicer, when the Servicer or the Sub-Servicer, as the case may be, believes it is appropriate in its best judgment to register any Mortgage Loan on the MERS® System, or cause the removal from the registration of any Mortgage Loan on the MERS® System, to execute and deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Trustee and its successors and assigns. Any reasonable expenses incurred in connection with the actions described in the preceding sentence or as a result of MERS discontinuing or becoming unable to continue operations in connection with the MERS® System, In the event that the Mortgage Loan Documents relating to a Mortgage Loan contain provisions requiring the related Mortgagor to arbitrate disputes (at the option of the Trustee, on behalf of the Trust), the Trustee hereby authorizes the Servicer to waive the Trustee’s right or option to arbitrate disputes and to send written notice of such waiver to the Mortgagor, although the Mortgagor may still require arbitration at its option. The Servicer will fully furnish, in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company or their successors on a monthly basis. Notwithstanding anything in this Agreement to the contrary, the Servicer shall waive (or permit a Sub-Servicer to waive) a Prepayment Charge only under the following circumstances: (i) such waiver is standard and customary in servicing similar Mortgage Loans and such waiver is related to a default or reasonably foreseeable default and would, in the reasonable judgment of the Servicer, maximize recovery of total proceeds taking into account the value of such Prepayment Charge and the related Mortgage Loan and, if such waiver is made in connection with a refinancing of the related Mortgage Loan, such refinancing is related to a default or a reasonably foreseeable default, (ii) such Prepayment Charge is unenforceable in accordance with applicable law or the collection of such related Prepayment Charge would otherwise violate applicable law (iii) the collection of such Prepayment Charge would be considered “predatory” pursuant to written guidance published or issued by any applicable federal, state or local regulatory authority acting in its official capacity and having jurisdiction over such matters or (iv) the Servicer has not been provided with information sufficient to enable it to collect the Prepayment Charge. If a Prepayment Charge is waived as permitted by meeting the standard described in clause (iv) above, then the Servicer shall enforce the obligation of the Seller to pay the amount of such waived Prepayment Charge to the Servicer for deposit in the Collection Account (to the extent paid by the Seller) for the benefit of the Holders of the Class P Certificates. Promptly upon the earlier of discovery by the Servicer or receipt of notice by the Servicer of the breach of the covenant of the Servicer set forth above which materially and adversely affects the interests of the Holders of the Class P Certificates in any Prepayment Charge, the Servicer shall promptly pay the Servicer Prepayment Charge Payment Amount (as defined in Section 2.05(b)) for the benefit of the holders of the Class P Certificates by depositing such amount into the Collection Account for distribution in accordance with the terms of this Agreement. The foregoing shall not, however, limit any remedies available to the Certificateholders, the Depositor or the Trustee on behalf of the Trust Fund and for the benefit of the Certificateholders, pursuant to the Mortgage Loan Purchase Agreement, respecting a breach of the representations, warranties and covenants of the Seller contained in the Mortgage Loan Purchase Agreement. The Master Servicer shall not be responsible for verifying Prepayment Charge payment amounts reported by the Servicer. The Trustee, for the benefit of the Certificateholders, shall enforce the obligations of the Seller under the Mortgage Loan Purchase Agreement, including, without limitation, any obligation of the Seller to purchase a Mortgage Loan on account of missing or defective documentation or on account of a breach of a representation, warranty or covenant, as described in Section 2.03(a). If reasonably requested by the Servicer, the Trustee shall furnish the Servicer with a Power of Attorney in the form attached hereto as Exhibit D. SECTION 3.02. Sub-Servicing Agreements Between the Servicer and Sub-Servicers. The Servicer may arrange for the subservicing of any Mortgage Loan by a Sub- Servicer pursuant to a Sub-Servicing Agreement; provided that such sub-servicing arrangement and the terms of the related Sub-Servicing Agreement must provide for the servicing of such Mortgage Loans in a manner consistent with the servicing arrangements contemplated hereunder. In Each Sub-Servicer shall be (i) authorized to transact business in the state or states where the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the Sub-Servicer to perform its obligations hereunder and under the Sub-Servicing Agreement and (ii) a ▇▇▇▇▇▇▇ Mac or ▇▇▇▇▇▇ Mae approved mortgage servicer. Notwithstanding the provisions of any Sub-Servicing Agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Servicer or a Sub-Servicer or reference to actions taken through the Servicer or otherwise, the Servicer shall remain obligated and liable to the Depositor, the Trustee and the Certificateholders for the servicing and administration of the Mortgage Loans in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such Sub-Servicing Agreements or arrangements or by virtue of indemnification from the Sub-Servicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans, Originator . Every Sub-Servicing Agreement entered into by the Servicer shall employ procedures (including contain a provision giving the collection procedures) and exercise successor servicer the option to terminate such agreement in the event a successor servicer is appointed. All actions of each Sub-Servicer performed pursuant to the related Sub-Servicing Agreement shall be performed as an agent of the Servicer with the same care force and effect as if performed directly by the Servicer. For purposes of this Agreement, the Servicer shall be deemed to have received any collections, recoveries or payments with respect to the Mortgage Loans that it customarily employs and exercises in servicing and administering Loans for its own account giving due consideration are received by a Sub-Servicer regardless of whether such payments are remitted by the Sub-Servicer to accepted mortgage servicing practices of prudent lending institutions and the Purchaser's reliance on Originator. The Loans may not be sub-serviced on behalf of Originator without written permission from the PurchaserServicer.