Common use of General Servicing Procedures Clause in Contracts

General Servicing Procedures. (a) Acting directly or through one or more Sub-Servicers as provided in Section 10.3, the Master Servicer shall service and administer the Mortgage Loans in accordance with this Agreement and shall have full power and authority, acting alone, to do or cause to be done any and all things in connection with such servicing and administration which it may deem necessary or desirable and consistent with the terms of this Agreement. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Master Servicer shall not have any duties, responsibilities, or fiduciary relationship with the parties hereto except those expressly set forth herein, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or shall otherwise exist against the Master Servicer. (b) The Master Servicer may, and is hereby authorized to, perform any of its servicing responsibilities with respect to all or certain of the Mortgage Loans through a Sub-Servicer as it may from time to time designate, but no such designation of a Sub-Servicer shall serve to release the Master Servicer from any of its obligations under this Agreement. Such Sub-Servicer shall have all the rights and powers of the Master Servicer with respect to such Mortgage Loans under this Agreement. (c) Without limiting the generality of the foregoing, but subject to the provisions of this Article X, the Master Servicer in its own name or in the name of a Sub-Servicer hereby is authorized and empowered, which authorization may further be evidenced, at the reasonable request of the Master Servicer, by a power of attorney executed and delivered by the Trustee, on behalf of itself, the Owners and the Trustee or any of them, (i) to execute and deliver any and all instruments of satisfaction or cancellation or of partial or full release or discharge and all other comparable instruments with respect to the Mortgage Loans and with respect to the Properties, (ii) to institute foreclosure proceedings or obtain a deed in lieu of foreclosure so as to effect ownership of any Property in the name of the Trust, and (iii) to hold title in the name of the Trust to any Property upon such foreclosure or deed in lieu of foreclosure on behalf of the Trustee; provided, however, that to the extent any instrument described in clause (i) preceding would be delivered by the Master Servicer outside of its ordinary procedures for mortgage loans held for its own account the Master Servicer shall, prior to executing and delivering such instrument, obtain the prior written consent of the Certificate Insurer, and provided further, however, that Section 10.14(a) shall constitute a power of attorney from the Trustee to the Master Servicer to execute an instrument of satisfaction (or assignment of mortgage without recourse) with respect to any Mortgage Loan paid in full (or with respect to which payment in full has been escrowed). Subject to Sections 10.13 and 10.14, the Trustee shall execute any powers of attorney and other documents as the Master Servicer or such Sub-Servicer shall reasonably request and that are provided to the Trustee to enable the Master Servicer and such Sub-Servicer to carry out their respective servicing and administrative duties hereunder. The costs to the Master Servicer of delivering any satisfactions described in clause (i) above shall be paid by the Master Servicer to the extent not recoverable from the related Mortgagor under applicable state law. (d) The Master Servicer, with the approval of the Seller, shall have the right to approve requests of Mortgagors for consent to (i) partial releases of Mortgages and (ii) alterations and removal, demolition or division of Properties subject to Mortgages. No such request shall be approved by the Master Servicer unless: (1) (x) the provisions of the related Note and Mortgage have been complied with; (y) the Loan-to-Value Ratio (which may, for this purpose, be determined at the time of any such action in a manner reasonably acceptable to the Certificate Insurer) after any release does not exceed the Loan-to-Value Ratio set forth for such Mortgage Loan in the Mortgage Loan Schedule; and (z) the lien priority, monthly payment, Coupon Rate or maturity date of the related Mortgage is not affected (except in accordance with Section 10.2) or (2) the Certificate Insurer shall have approved the granting of such request and shall not unreasonably withhold such approval. (e) The Master Servicer shall give prompt notice to the Seller, the Transferor, the Trustee and to the Certificate Insurer of any action, of which the Master Servicer has actual knowledge, to (i) assert a claim against the Trust or (ii) assert jurisdiction over the Trust.

General Servicing Procedures. (a) Acting directly or through one or more Sub-Servicers as provided in Section 10.3, the Master Servicer shall service and administer the Mortgage Loans in accordance with this Agreement and shall have full power and authority, acting alone, to do or cause to be done any and all things in connection with such servicing and administration which it may deem necessary or desirable and consistent with the terms of this Agreement. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Master Servicer shall not have any duties, responsibilities, or fiduciary relationship with the parties hereto except those expressly set forth herein, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or shall otherwise exist against the Master Servicer. (b) The Master Servicer may, and is hereby authorized to, perform any of its servicing responsibilities with respect to all or certain of the Mortgage Loans through a Sub-Servicer as it may from time to time designate, but no such designation of a Sub-Servicer shall serve to release the Master Servicer from any of its obligations under this Agreement. Such Sub-Servicer shall have all the rights and powers of the Master Servicer with respect to such Mortgage Loans under this Agreement. (c) Without limiting the generality of the foregoing, but subject to the provisions of this Article X, the Master Servicer in its own name or in the name of a Sub-Servicer hereby is authorized and empowered, which authorization may further be evidenced, at the reasonable request of the Master Servicer, by a power of attorney executed and delivered by the Trustee, on behalf of itself, the Owners and the Trustee or any of them, (i) to execute and deliver any and all instruments of satisfaction or cancellation or of partial or full release or discharge and all other comparable instruments with respect to the Mortgage Loans and with respect to the Properties, (ii) to institute foreclosure proceedings or obtain a deed in lieu of foreclosure so as to effect ownership of any Property in the name of the Trust, and (iii) to hold title in the name of the Trust to any Property upon such foreclosure or deed in lieu of foreclosure on behalf of the Trustee; provided, however, that to the extent any instrument described in clause (i) preceding would be delivered by the Master Servicer outside of its ordinary procedures for mortgage loans held for its own account the Master Servicer shall, prior to executing and delivering such instrument, obtain the prior written consent of the Certificate Insurer, and provided further, however, that Section 10.14(a) shall constitute a power of attorney from the Trustee to the Master Servicer to execute an instrument of satisfaction (or assignment of mortgage without recourse) with respect to any Mortgage Loan paid in full (or with respect to which payment in full has been escrowed). Subject to Sections 10.13 and 10.14, the Trustee shall execute any powers of attorney and other documents as the Master Servicer or such Sub-Servicer shall reasonably request and that are provided to the Trustee to enable the Master Servicer and such Sub-Servicer to carry out their respective servicing and administrative duties hereunder. The costs to the Master Servicer of delivering any satisfactions described in clause (i) above shall be paid by the Master Servicer to the extent not recoverable from the related Mortgagor under applicable state law. (d) The Master Servicer, with the approval of the Seller, shall have the right to approve requests of Mortgagors for consent to (i) partial releases of Mortgages and (ii) alterations and removal, demolition or division of Properties subject to Mortgages. No such request shall be approved by the Master Servicer unless: (1) (x) the provisions of the related Note and Mortgage have been complied with; (y) the Loan-to-Value Ratio (which may, for this purpose, be determined at the time of any such action in a manner reasonably acceptable to the Certificate Insurer) after any release does not exceed the Loan-to-Value Ratio set forth for such Mortgage Loan in the Mortgage Loan Schedule; and (z) the lien priority, monthly payment, Coupon Rate or maturity date of the related Mortgage is not affected (except in accordance with Section 10.2) or (2) the Certificate Insurer shall have approved the granting of such request and shall not unreasonably withhold such approval. (e) The Master Servicer shall give prompt notice to the Seller, the Transferor, the Trustee and to the Certificate Insurer of any action, of which the Master Servicer has actual knowledge, to (i) assert a claim against the Trust or (ii) assert jurisdiction over the Trust. (f) Servicing Advances incurred by the Master Servicer or any Sub-Servicer in connection with the servicing of the Mortgage Loans (including any penalties in connection with the payment of any taxes and assessments or other charges) on any Property shall be recoverable by the Master Servicer or such Sub-Servicer to the extent described in this Agreement. (g) Each of the Seller, the Master Servicer, any Sub-Servicer, the Transferor, the Trustee and the Certificate Insurer shall be entitled to rely, and shall be fully protected in relying, upon any promissory note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document reasonably believed by it to be genuine and correct and to have been signed, sent or made by the proper person or persons and upon advice and statements of legal counsel (including, without limitation, counsel to the Mortgagor(s)), independent accountants and other experts selected by the Seller, the Master Servicer, each Sub-Servicer, the Transferor, the Trustee or the Certificate Insurer. The Master Servicer shall be fully justified in failing or refusing to take any action under this Agreement for which failure or refusal it has sought and received instructions from the Owners and which failure or refusal has been consented to by the Certificate Insurer. The Master Servicer shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the Mortgage Loans in accordance with an express written request of the Owners to which the Certificate Insurer has consented, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Seller, the Master Servicer, the Transferor, the Trustee, the Certificate Insurer and all Owners. In the event of any conflicting instructions or requests, the instructions or requests delivered by the Certificate Insurer shall prevail, unless such instructions or requests violate the express terms of this Agreement or violate applicable law. (h) The Master Servicer shall have no liability to the Seller, the Transferor, the Trustee, the Certificate Insurer, the Owners or any other Person for any action taken, or for refraining from the taking of any action, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that the foregoing shall not apply to any breach of representations or warranties made by the Master Servicer herein, or to any specific liability imposed upon the Master Servicer pursuant to this Agreement or any liability that would otherwise be imposed upon the Master Servicer by reason of its willful misconduct, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless disregard of its obligations or duties hereunder.

General Servicing Procedures. (a) Acting directly or through one or more Sub-Servicers Subservicers as provided in Section 10.34.3, the Master Servicer Servicer, as an independent contract servicer, shall service and administer the Mortgage Home Equity Loans in accordance with this Agreement and shall have full power and authority, acting alone, to do or cause to be done any and all things in connection with such servicing and administration which it may deem necessary or desirable and consistent with the terms of this Agreement. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Master Servicer shall not have any duties, responsibilities, or fiduciary relationship with the parties hereto except those expressly set forth herein, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or shall otherwise exist against the Master Servicer. (b) The Master Servicer may, and is hereby authorized to, perform any of its servicing responsibilities with respect to all or certain of the Mortgage Home Equity Loans through a Sub-Servicer Subservicer as it may from time to time designate, but no such designation of a Sub-Servicer Subservicer shall serve to release the Master Servicer from any of its obligations under this Agreement. Such Sub-Servicer Subservicer shall have all the rights and powers of the Master Servicer with respect to such Mortgage Home Equity Loans under this Agreement. (c) Without limiting the generality of the foregoing, but subject to the provisions of this Article XSections 4.2, 4.13 and 4.14, the Master Servicer in its own name or in the name of a Sub-Servicer Subservicer hereby is authorized and empowered, which authorization may further be evidenced, at the reasonable request of the Master Servicer, by a power of attorney executed and delivered by the Indenture Trustee, on behalf of itself, the Owners Issuer, the Owner Trustee, the Noteholders and the Trustee Certificateholders or any of them, (i) to execute and deliver any and all instruments of satisfaction or cancellation or of partial or full release or discharge and all other comparable instruments with respect to the Mortgage Home Equity Loans and with respect to the Properties, (ii) to institute foreclosure proceedings or obtain a deed in lieu of 11 foreclosure so as to effect ownership of any Property in the its own name on behalf of the TrustIndenture Trustee, and (iii) to hold title in the its own name on behalf of the Trust Indenture Trustee to any Property upon such foreclosure or deed in lieu of foreclosure on behalf of the Indenture Trustee; provided, however, that to the extent any instrument described in clause (i) preceding would be delivered by the Master Servicer outside of its ordinary procedures for mortgage loans held for its own account the Master Servicer shall, prior to executing and delivering such instrument, obtain the prior written consent of the Certificate InsurerCredit Enhancer, and provided further, however, that Section 10.14(a4.14(a) shall constitute a power of attorney from the Indenture Trustee to the Master Servicer to execute an instrument of satisfaction (or assignment of mortgage without recourse) with respect to any Mortgage Home Equity Loan paid in full (or with respect to which payment in full has been escrowed). Subject to Sections 10.13 4.13 and 10.144.14, the Indenture Trustee shall execute furnish the Servicer and any Subservicer with any powers of attorney and other documents as the Master Servicer or such Sub-Servicer Subservicer shall reasonably request and that are provided to the Trustee to enable the Master Servicer and such Sub-Servicer Subservicer to carry out their respective servicing and administrative duties hereunder. The costs to the Master Servicer of delivering any satisfactions described in clause (i) above shall be paid by the Master Servicer to the extent not recoverable from the related Mortgagor under applicable state law. (d) The Master Servicer, with the approval of the Seller, Servicer shall have the right to approve requests of Mortgagors for consent to (i) partial releases of Mortgages and Mortgages, (ii) alterations and (iii) removal, demolition or division of Properties subject to Mortgages. No such request shall be approved by the Master Servicer unless: (1A) (x) the provisions of the related Mortgage Note and Mortgage have been complied with; (y) the Loanloan-to-Value Ratio value ratio (which may, for this purpose, be determined at the time of any such action in a manner reasonably acceptable to the Certificate InsurerCredit Enhancer) after any release does not exceed the Loanloan-to-Value Ratio value ratio set forth for such Mortgage Home Equity Loan in the Mortgage Loan ScheduleSchedule of Home Equity Loans or Schedule of Additional Loans, as applicable, delivered to the Indenture Trustee; and (z) the lien priority, monthly payment, Coupon Rate or maturity date priority of the related Mortgage is not affected (except in accordance with Section 10.2) or (2B) the Certificate Insurer Credit Enhancer shall have approved the granting of such request and shall not unreasonably withhold such approvalrequest. (e) The Master Servicer shall give prompt notice to the SellerIndenture Trustee, to the Transferor, the Owner Trustee and to the Certificate Insurer Credit Enhancer of any action, of which the Master Servicer has actual knowledge, to (i) assert a claim against the Trust Issuer or (ii) assert jurisdiction over the TrustIssuer. (f) Servicing Advances incurred by the Servicer or any Subservicer in connection with the servicing of the Home Equity Loans (including any penalties in connection with the payment of any taxes and assessments or other charges) on any Property shall be recoverable by the Servicer or such Subservicer to the extent described in Section 4.9(b) hereof. (g) The Servicer and any Servicer Affiliate may make loans to and generally engage in any kind of business with the Mortgagors and/or any other obligors under the Home Equity Loans as though the Servicer were not a party to this Agreement. The Servicer may have other existing loans and in the future may make additional loans to any of the Mortgagors and/or to other obligors under the Home Equity Loans, which other and/or additional loans may not be sold, or a loan participation therein granted, to the Issuer. The Servicer shall collect payments under the Home Equity Loans in the same preference and priority as the collection and/or enforcement of any other and/or additional loans by the Servicer or any Servicer Affiliate. (h) Each of the Servicer, the Depositor, the Indenturer Trustee, the Owner Trustee and the Certificate Enhancer shall be entitled to rely, and shall be fully protected in relying, upon any promissory note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document reasonably believed by it to be genuine and correct and to have been signed, sent or made by the proper person or persons and upon advice and statements of legal counsel (including, without limitation, counsel to the Mortgagor(s)), independent accountants and other experts selected by the Servicer, the Depositor, the Indenture Trustee, the Owner Trustee or the Credit Enhancer. The Servicer shall be fully justified in failing or refusing to take any action under this Agreement for which it has sought and received instructions from the Noteholders and the Certificateholders and has been consented to by the Credit Enhancer. The Servicer shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the Home Equity Loans in accordance with an express written request of the Noteholders and the Certificateholders to which the Credit Enhancer has consented, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Servicer, the Depositor, the Indenture Trustee, the Owner Trustee, the Credit Enhancer and all Noteholders and the Certificateholders. In the event of any conflicting instructions or requests, the instructions or requests delivered by the Credit Enhancer shall prevail, unless such instructions or requests violate the express terms of this Agreement or violate applicable law.

General Servicing Procedures. Section 7.01 Enforcement of Due-on-Sale Clauses, Assumption Agreements. (a1) Acting directly The Servicer will, to the extent it has knowledge of any conveyance or through one prospective conveyance by any Mortgagor of the Mortgaged Property (whether by absolute conveyance or more Sub-Servicers as provided in Section 10.3by contract of sale, and whether or not the Master Servicer shall service and administer Mortgagor remains or is to remain liable under the Mortgage Loans in accordance with this Agreement and shall have full power and authorityNote and/or the Mortgage), acting alone, exercise its rights to do or cause to be done accelerate the maturity of such Mortgage Loan under any and all things in connection with such servicing and administration which it may deem necessary or desirable and consistent with "due-on-sale" clause applicable thereto; provided that the terms of this Agreement. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Master Servicer shall not have exercise any dutiessuch rights if prohibited by law from doing so or if the exercise of such rights would impair or threaten to impair any recovery under the related Primary Insurance Policy, responsibilities, or fiduciary relationship with the parties hereto except those expressly set forth herein, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or shall otherwise exist against the Master Servicerif any. (b2) The Master If the Servicer mayis prohibited from enforcing such "due-on-sale" clause, then the Servicer will attempt to enter into an assumption agreement with the Person to whom the Mortgaged Property has been conveyed or is proposed to be conveyed, pursuant to which such Person becomes liable under the Mortgage Note and, to the extent permitted by applicable state law, the Mortgagor remains liable thereon. (For purposes of this Section 7.01, the term "assumption" is deemed to also include a sale of the Mortgaged Property subject to the Mortgage that is not accompanied by an assumption or substitution of liability agreement.) (3) If the Servicer receives a request for any Mortgage Loan to be assumed, then the Servicer shall inquire into the creditworthiness of the proposed transferee and shall use the same underwriting criteria for approving the credit of the proposed transferee that are used with respect to underwriting mortgage loans of the same type as the Mortgage Loans. Where an assumption is allowed, the Servicer, with the prior written consent of the primary mortgage insurer, if any, and subject to the conditions of Section 7.01(3), shall, and is hereby authorized to, perform enter into a substitution of liability agreement with the Person to whom the Mortgaged Property is proposed to be conveyed pursuant to which the original mortgagor is released from liability and such Person is substituted as mortgagor and becomes liable under the related Mortgage Note. Any such substitution of liability agreement shall be in lieu of an assumption agreement. In no event shall the Note Rate, the amount of the Monthly Payment or the final maturity date be changed. The Servicer shall notify the Purchaser that any such substitution of its liability or assumption agreement has been completed by forwarding to the Purchaser the original of any such substitution of liability or assumption agreement, which document shall be added to the related Purchaser's Mortgage File and shall, for all purposes, be considered a part of such Purchaser's Mortgage File to the same extent as all other documents and instruments constituting a part thereof. Any fee collected by the Servicer for entering into an assumption or substitution of liability agreement shall be retained by the Servicer as additional compensation for servicing responsibilities with respect the Mortgage Loans. If the credit of the proposed transferee does not meet such underwriting criteria, then the Servicer shall, to all the extent permitted by the Mortgage or certain the Mortgage Note and by applicable law, accelerate the maturity of the Mortgage Loans through Loan. Section 7.02 Satisfaction of Mortgages and Release of Mortgage Files. Upon the payment in full of any Mortgage Loan, the Servicer will immediately notify the Purchaser by a Sub-certification of a Servicing Officer, which certification shall include a statement to the effect that all amounts received or to be received in connection with such payment which are required to be deposited in the Collection Account pursuant to Section 5.04 have been or will be so deposited and shall request delivery to it of the Purchaser's Mortgage File held by the Purchaser. Upon receipt of such certification and request, the Purchaser shall promptly release the related mortgage documents to the Servicer as and the Servicer shall promptly prepare and process any satisfaction or release. No expense incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the Collection Account. If the Servicer satisfies or releases a Mortgage without having obtained payment in full of the indebtedness secured by the Mortgage, or should it may otherwise take such action which results in a reduction of the coverage under the Primary Insurance Policy, if any, then the Servicer shall promptly give written notice thereof to the Purchaser, and, within 10 Business Days following written demand therefor from the Purchaser to the Servicer, the Servicer shall repurchase the related Mortgage Loan by paying to the Purchaser the Repurchase Price therefor by wire transfer of immediately available funds directly to the Purchaser's Account. From time to time designate, but no such designation of a Sub-Servicer shall serve to release and as appropriate for the Master Servicer from any of its obligations under this Agreement. Such Sub-Servicer shall have all the rights and powers servicing or foreclosure of the Master Servicer with respect to such Mortgage Loans Loan, including for this purpose collection under this Agreement. (c) Without limiting the generality of the foregoing, but subject to the provisions of this Article Xany Primary Insurance Policy, the Master Servicer in its own name or in the name of a Sub-Servicer hereby is authorized and empoweredPurchaser shall, which authorization may further be evidenced, at the reasonable upon request of the Master Servicer, Servicer and delivery to the Purchaser of a servicing receipt signed by a power of attorney executed and delivered Servicing Officer, release the Purchaser's Mortgage File held by the TrusteePurchaser to the Servicer. Such servicing receipt shall obligate the Servicer to return the related mortgage documents to the Purchaser when the need therefor by the Servicer no longer exists, on behalf of itself, unless the Owners Mortgage Loan has been liquidated and the Trustee or any of them, (i) to execute and deliver any and all instruments of satisfaction or cancellation or of partial or full release or discharge and all other comparable instruments with respect Liquidation Proceeds relating to the Mortgage Loans Loan have been deposited in the Collection Account or the Purchaser's Mortgage File or such document has been delivered to an attorney, or to a public trustee or other public official as required by law, for purposes of initiating or pursuing legal action or other proceedings for the foreclosure of the Mortgaged Property either judicially or nonjudicially, and with respect the Servicer has delivered to the Properties, (ii) to institute foreclosure proceedings or obtain Purchaser a deed in lieu certificate of foreclosure so a Servicing Officer certifying as to effect ownership of any Property in the name and address of the Trust, and (iii) to hold title in the name of the Trust to any Property upon such foreclosure or deed in lieu of foreclosure on behalf of the Trustee; provided, however, that to the extent any instrument described in clause (i) preceding would be delivered by the Master Servicer outside of its ordinary procedures for mortgage loans held for its own account the Master Servicer shall, prior to executing and delivering such instrument, obtain the prior written consent of the Certificate Insurer, and provided further, however, that Section 10.14(a) shall constitute a power of attorney from the Trustee to the Master Servicer to execute an instrument of satisfaction (or assignment of mortgage without recourse) with respect to any Mortgage Loan paid in full (or with respect Person to which payment in full has been escrowed). Subject to Sections 10.13 and 10.14, the Trustee shall execute any powers of attorney and other documents as the Master Servicer such Purchaser's Mortgage File or such Sub-Servicer shall reasonably request document was delivered and the purpose or purposes of such delivery. Upon receipt of a certificate of a Servicing Officer stating that are provided to the Trustee to enable the Master Servicer and such Sub-Servicer to carry out their respective servicing and administrative duties hereunder. The costs to the Master Servicer of delivering any satisfactions described in clause (i) above shall be paid by the Master Servicer to the extent not recoverable from the related Mortgagor under applicable state law. (d) The Master Servicer, with the approval of the Seller, shall have the right to approve requests of Mortgagors for consent to (i) partial releases of Mortgages and (ii) alterations and removal, demolition or division of Properties subject to Mortgages. No such request shall be approved by the Master Servicer unless: (1) (x) the provisions of the related Note and Mortgage have been complied with; (y) the Loan-to-Value Ratio (which may, for this purpose, be determined at the time of any such action in a manner reasonably acceptable to the Certificate Insurer) after any release does not exceed the Loan-to-Value Ratio set forth for such Mortgage Loan was liquidated and the Liquidation Proceeds were deposited in the Mortgage Loan Schedule; and (z) Collection Account, the lien priority, monthly payment, Coupon Rate or maturity date of servicing receipt shall be released by the related Mortgage is not affected (except in accordance with Section 10.2) or (2) the Certificate Insurer shall have approved the granting of such request and shall not unreasonably withhold such approval. (e) The Master Servicer shall give prompt notice Purchaser to the Seller, the Transferor, the Trustee and to the Certificate Insurer of any action, of which the Master Servicer has actual knowledge, to (i) assert a claim against the Trust or (ii) assert jurisdiction over the TrustServicer.

General Servicing Procedures. (a) Acting directly or through one or more Sub-Servicers as provided in Section 10.3, the Master The Servicer shall master ---------------------------- service and administer the various agreements with the Subservicers to service the Mortgage Loans on behalf of the Issuer and for the benefit of the Indenture Trustee, the Note Insurer, Certificateholders and Noteholders in accordance with this Agreement the terms hereof and in the same manner in which, and with the same care, skill, prudence and diligence with which, it master services and administers similar servicing agreements for mortgage loans for other portfolios, and shall have full power and authority, acting alone, authority to do or cause to be done any and all things in connection with such master servicing and administration which it may deem necessary or desirable desirable, including, without limitation, the power and consistent with authority to bring actions and defend the Trust Estate on behalf of the Issuer in order to enforce the terms of this Agreementthe Mortgage Notes and such servicing agreements. Notwithstanding The Servicer may perform its master servicing responsibilities through agents or independent contractors, but shall not thereby be released from any provision to of its responsibilities hereunder, and the contrary elsewhere in this Agreement, the Master Servicer shall not have any duties, responsibilities, diligently pursue all of its rights against such agents or fiduciary relationship with the parties hereto except those expressly set forth herein, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or shall otherwise exist against the Master Servicerindependent contractors. (b) The Master Servicer may, shall make reasonable efforts to collect or cause to be collected all payments called for under the terms and is hereby authorized to, perform any of its servicing responsibilities with respect to all or certain provisions of the Mortgage Loans through and shall, to the extent such procedures shall be consistent with this Agreement and the terms and provisions of the Note Insurance Policy, any FHA insurance policy or VA guaranty, any hazard insurance policy, and federal flood insurance, cause to be followed such collection procedures as are followed with respect to mortgage loans comparable to the Mortgage Loans and held in portfolios of responsible mortgage lenders in the local areas where each Property is located. The Servicer shall enforce "due-on-sale" clauses with respect to the related Mortgage Loans, to the extent permitted by law, subject to the provisions set forth in Section 4.12. (c) Consistent with the foregoing, the Servicer may in its discretion (i) waive or cause to be waived any assumption fee or late payment charge in connection with the prepayment of any Mortgage Loan and (ii) only upon determining that the coverage of any applicable Insurance Policy or guaranty related to a Sub-Mortgage Loan will not be materially adversely affected, arrange a schedule, running for no more than 180 days after the first delinquent Due Date, for payment of any delinquent installment on any Mortgage Note or for the liquidation of delinquent items (provided that coverage of applicable Insurance Policies will not be materially adversely affected). (d) Consistent with the terms of this Section 4.1, the Servicer may waive, modify or vary any term of any Mortgage Loan or consent to the postponement of strict compliance with any such term or in any manner grant indulgence to any Mortgagor if it has determined, exercising its good faith business judgment in the same manner as it may from time would if it were the owner of the related Mortgage Loan, that the security for, and the timely and full collectability of, such Mortgage Loan would not be adversely affected by such waiver, modification, postponement or indulgence; provided, however, that (unless the Mortgagor is in default with respect to time designate, but no the Mortgage Loan or in the reasonable judgment of the Servicer such designation of a Sub-default is imminent) the Servicer shall serve not permit any modification with respect to release any Mortgage Loan that would (i) change the Master Servicer from applicable Coupon Rate, defer or forgive the payment of any principal or interest, reduce the outstanding principal balance (except for actual payments of its obligations under this Agreement. Such Sub-Servicer shall have all principal) or extend the rights and powers of the Master Servicer final maturity date with respect to such Mortgage Loans under this AgreementLoan, or (ii) be inconsistent with the terms of the Note Insurance Policy, and any applicable FHA insurance policy or VA guaranty, hazard insurance policy or federal flood insurance policy. Notwithstanding the foregoing, the Servicer shall not permit any modification with respect to any Mortgage Loan that would both constitute a sale or exchange of such Mortgage Loan within the meaning of Section 1001 of the Code (including any proposed, temporary or final regulations promulgated thereunder) (other than in connection with a proposed conveyance or assumption of such Mortgage Loan that is treated as a Prepayment or in a default situation or upon receipt of advice of counsel that such a sale or exchange would not have an adverse tax effect on the Issuer, the Noteholders and the Certificateholders). (ce) Without limiting the generality of the foregoing, but subject to the provisions of this Article X, the Master The Servicer in its own name or in the name of a Sub-Servicer is hereby is authorized and empowered, which authorization may further empowered by the Issuer and the Indenture Trustee to execute and deliver or cause to be evidenced, at the reasonable request of the Master Servicer, by a power of attorney executed and delivered by the Trustee, on behalf of itselfthe Noteholders, the Owners and the Trustee Issuer or any of them, (i) to execute and deliver any and all instruments of satisfaction or cancellation cancellation, or of partial or full release release, discharge or discharge modification, assignments of Mortgages and endorsements of Mortgage Notes in connection with refinancings (in jurisdictions where such assignments are the customary and usual standard of practice of mortgage lenders) and all other comparable instruments instruments, with respect to the Mortgage Loans and with respect to the Properties, (ii) to institute foreclosure proceedings or obtain a deed in lieu of foreclosure so as to effect ownership of any Property in the name of the Trust, and (iii) to hold title in the name of the Trust to any Property upon such foreclosure or deed in lieu of foreclosure on behalf of the Trustee; provided, however, that to the extent any instrument described in clause (i) preceding would be delivered by the Master Servicer outside of its ordinary procedures for mortgage loans held for its own account the Master Servicer shall, prior to executing and delivering such instrument, obtain the prior written consent of the Certificate Insurer, and provided further, however, that Section 10.14(a) shall constitute a power of attorney from the Trustee to the Master Servicer to execute an instrument of satisfaction (or assignment of mortgage without recourse) with respect to any Mortgage Loan paid in full (or with respect to which payment in full has been escrowed). Subject to Sections 10.13 and 10.14, the The Indenture Trustee shall execute and furnish to the Servicer, at the Servicer's direction, any powers of attorney and other documents as prepared by the Master Servicer and determined by the Servicer to be necessary or such Sub-Servicer shall reasonably request and that are provided to the Trustee appropriate to enable the Master Servicer and such Sub-Servicer to carry out their respective its supervisory, servicing and administrative duties hereunderunder this Agreement. (f) The Servicer shall, and shall cause each Subservicer to, obtain (to the extent generally commercially available from time to time) and maintain fidelity bond and errors and omissions coverage acceptable to ▇▇▇▇▇▇ ▇▇▇ or ▇▇▇▇▇▇▇ Mac with respect to their obligations under this Agreement and the applicable Subservicing Agreement, respectively. The costs Servicer or each Subservicer, as applicable, shall establish escrow accounts for, or pay when due (by means of an advance), any tax liens in connection with the Properties that are not paid by the Mortgagors when due to the Master extent that any such payment would not constitute a Nonrecoverable Advance when made. Notwithstanding the foregoing, the Servicer shall not permit any modification with respect to any Mortgage Loan that would both constitute a sale or exchange of delivering such Mortgage Loan within the meaning of Section 1001 of the Code (including any satisfactions described proposed, temporary or final regulations promulgated thereunder) (other than in clause connection with a proposed conveyance or assumption of such Mortgage Loan that is treated as a Principal Prepayment or in a default situation or upon receipt of advice of counsel that such a sale or exchange would not have an adverse tax effect on the Issuer, the Noteholders and the Certificateholders). The Servicer shall be entitled to approve a request from a Mortgagor for a partial release of the related Property, the granting of an easement thereon in favor of another Person, any alteration or demolition of the related Property or other similar matters if it has determined, exercising its good faith business judgment in the same manner as it would if it were the owner of the related Mortgage Loan, that the security for, and the timely and full collectability of, such Mortgage Loan would not be adversely affected thereby. (g) In connection with the servicing and administering of each Mortgage Loan, the Servicer and any affiliate of the Servicer (i) above may perform services such as appraisals, default management and brokerage services that are not customarily provided by servicers of mortgage loans, and shall be paid by the Master Servicer entitled to the extent not recoverable from the related Mortgagor under applicable state law. (d) The Master Servicer, with the approval of the Seller, shall have the right to approve requests of Mortgagors for consent to (i) partial releases of Mortgages reasonable compensation therefor and (ii) alterations may, at its own discretion and removal, demolition or division of Properties subject to Mortgages. No such request shall be approved by the Master Servicer unless: (1) (x) the provisions on behalf of the related Note and Mortgage have been complied with; (y) the Loan-to-Value Ratio (which mayIssuer, for this purpose, be determined at the time of any such action in a manner reasonably acceptable to the Certificate Insurer) after any release does not exceed the Loan-to-Value Ratio set forth for such Mortgage Loan obtain credit information in the Mortgage Loan Schedule; and (z) the lien priority, monthly payment, Coupon Rate or maturity date form of the related Mortgage is not affected (except in accordance with Section 10.2) or (2) the Certificate Insurer shall have approved the granting of such request and shall not unreasonably withhold such approvala "credit score" from a credit repository. (e) The Master Servicer shall give prompt notice to the Seller, the Transferor, the Trustee and to the Certificate Insurer of any action, of which the Master Servicer has actual knowledge, to (i) assert a claim against the Trust or (ii) assert jurisdiction over the Trust.

General Servicing Procedures. (a) Acting directly or through one or more Sub-Servicers as provided in Section 10.3, the Master Servicer shall service and administer the Mortgage Loans in accordance with this Agreement and shall have full power and authority, acting alone, to do or cause to be done any and all things in connection with such servicing and administration which it may deem necessary or desirable and consistent with the terms of this Agreement. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Master Servicer shall not have any duties, responsibilities, or fiduciary relationship with the parties hereto except those expressly set forth herein, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or shall otherwise exist against the Master Servicer. (b) The Master Servicer may, and is hereby authorized to, perform any of its servicing responsibilities with respect to all or certain of the Mortgage Loans through a Sub-Servicer as it may from time to time designate, but no such designation of a Sub-Servicer shall serve to release the Master Servicer from any of its obligations under this Agreement. Such Sub-Servicer shall have all the rights and powers of the Master Servicer with respect to such Mortgage Loans under this Agreement. (c) Without limiting the generality of the foregoing, but subject to the provisions of this Article X, the Master Servicer in its own name or in the name of a Sub-Servicer hereby is authorized and empowered, which authorization may further be evidenced, at the reasonable request of the Master Servicer, by a power of attorney executed and delivered by the Trustee, on behalf of itself, the Owners and the Trustee or any of them, (i) to execute and deliver any and all instruments of satisfaction or cancellation or of partial or full release or discharge and all other comparable instruments with respect to the Mortgage Loans and with respect to the Properties, (ii) to institute foreclosure proceedings or obtain a deed in lieu of foreclosure so as to effect ownership of any Property in the name of the Trust, and (iii) to hold title in the name of the Trust to any Property upon such foreclosure or deed in lieu of foreclosure on behalf of the Trustee; provided, however, that to the extent any instrument described in clause (i) preceding would be delivered by the Master Servicer outside of its ordinary procedures for mortgage loans held for its own account the Master Servicer shall, prior to executing and delivering such instrument, obtain the prior written consent of the Certificate Insurer, and provided further, however, that Section 10.14(a) shall constitute a power of attorney from the Trustee to the Master Servicer to execute an instrument of satisfaction (or assignment of mortgage without recourse) with respect to any Mortgage Loan paid in full (or with respect to which payment in full has been escrowed). Subject to Sections 10.13 and 10.14, the Trustee shall execute any powers of attorney and other documents as the Master Servicer or such Sub-Servicer shall reasonably request and that are provided to the Trustee to enable the Master Servicer and such Sub-Servicer to carry out their respective servicing and administrative duties hereunder. The costs to the Master Servicer of delivering any satisfactions described in clause (i) above shall be paid by the Master Servicer to the extent not recoverable from the related Mortgagor under applicable state law. (d) The Master Servicer, with the approval of the SellerDepositor, shall have the right to approve requests of Mortgagors for consent to (i) partial releases of Mortgages and (ii) alterations and removal, demolition or division of Properties subject to Mortgages. No such request shall be approved by the Master Servicer unless: (1) (x) the provisions of the related Note and Mortgage have been complied with; (y) the Loan-to-Value Ratio (which may, for this purpose, be determined at the time of any such action in a manner reasonably acceptable to the Certificate Insurer) after any release does not exceed the Loan-to-Value Ratio set forth for such Mortgage Loan in the Mortgage Loan Schedule; and (z) the lien priority, monthly payment, Coupon Rate or maturity date of the related Mortgage is not affected (except in accordance with Section 10.2) or (2) the Certificate Insurer shall have approved the granting of such request and shall not unreasonably withhold such approval. (e) The Master Servicer shall give prompt notice to the Seller, the TransferorDepositor, the Trustee and to the Certificate Insurer of any action, of which the Master Servicer has actual knowledge, to (i) assert a claim against the Trust or (ii) assert jurisdiction over the Trust. (f) Servicing Advances incurred by the Master Servicer or any Sub-Servicer in connection with the servicing of the Mortgage Loans (including any penalties in connection with the payment of any taxes and assessments or other charges) on any Property shall be recoverable by the Master Servicer or such Sub-Servicer to the extent described in this Agreement. (g) Each of the Depositor, the Master Servicer, any Sub-Servicer, the Trustee and the Certificate Insurer shall be entitled to rely, and shall be fully protected in relying, upon any promissory note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document reasonably believed by it to be genuine and correct and to have been signed, sent or made by the proper person or persons and upon advice and statements of legal counsel (including, without limitation, counsel to the Mortgagor(s)), independent accountants and other experts selected by the Depositor, the Master Servicer, each Sub-Servicer, the Trustee or the Certificate Insurer. The Master Servicer shall be fully justified in failing or refusing to take any action under this Agreement for which failure or refusal it has sought and received instructions from the Owners and which failure or refusal has been consented to by the Certificate Insurer. The Master Servicer shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the Mortgage Loans in accordance with an express written request of the Owners to which the Certificate Insurer has consented, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Depositor, the Master Servicer, the Trustee, the Certificate Insurer and all Owners. In the event of any conflicting instructions or requests, the instructions or requests delivered by the Certificate Insurer shall prevail, unless such instructions or requests violate the express terms of this Agreement or violate applicable law. (h) The Master Servicer shall have no liability to the Depositor, the Trustee, the Certificate Insurer, the Owners or any other Person for any action taken, or for refraining from the taking of any action, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that the foregoing shall not apply to any breach of representations or warranties made by the Master Servicer herein, or to any specific liability imposed upon the Master Servicer pursuant to this Agreement or any liability that would otherwise be imposed upon the Master Servicer by reason of its willful misconduct, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless disregard of its obligations or duties hereunder.

General Servicing Procedures. (a) Acting directly or through one or more Sub-Servicers as provided in Section 10.3, the Master The Servicer shall submaster service and administer the various agreements with the Subservicers to service the Mortgage Loans on behalf of and for the benefit of the Trust in accordance with this Agreement the terms hereof, including compliance with the REMIC Provisions, and in the same manner in which, and with the same care, skill, prudence and diligence with which it master services and administers similar servicing agreements for mortgage loans for other portfolios, and shall have full power and authority, acting alone, authority to do or cause to be done any and all things in connection with such master servicing and administration which it may deem necessary or desirable desirable, including, without limitation, the power and consistent with authority to bring actions and defend the Master Servicer in order to enforce the terms of this Agreementsuch Subservicing Agreements. Notwithstanding The Servicer may perform its master servicing responsibilities through agents or independent contractors, but shall not thereby be released from any provision to of its responsibilities hereunder, and the contrary elsewhere in this Agreement, the Master Servicer shall not have any duties, responsibilities, diligently pursue all of its rights against such agents or fiduciary relationship with the parties hereto except those expressly set forth herein, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or shall otherwise exist against the Master Servicerindependent contractors. (b) The Master Servicer may, shall make reasonable efforts to collect or cause to be collected all payments called for under the terms and is hereby authorized to, perform any of its servicing responsibilities with respect to all or certain provisions of the Mortgage Loans through and shall, to the extent such procedures shall be consistent with this Agreement, any FHA insurance policy or VA guaranty, any hazard insurance policy, and federal flood insurance, cause to be followed such collection procedures as are followed with respect to mortgage loans comparable to the Mortgage Loans and held in portfolios of responsible mortgage lenders in the local areas where each Property is located. The Servicer shall enforce or cause to be enforced "due-on-sale" clauses with respect to the related Mortgage Loans, to the extent permitted by law, subject to the provisions set forth in Section 3.12. (c) Consistent with the foregoing, the Servicer may in its discretion (i) waive or cause to be waived any assumption fee or late payment charge in connection with the prepayment of any Mortgage Loan, and (ii) only upon determining that the coverage of any applicable Insurance Policy or guaranty related to a Sub-Mortgage Loan will not be materially adversely affected, arrange a schedule, running for no more than 180 days after the first delinquent Due Date, for payment of any delinquent installment on any Mortgage Note or for the liquidation of delinquent items (provided that coverage of applicable Insurance Policies will not be materially adversely affected). (d) Consistent with the terms of this Section 3.1, the Servicer may waive, modify or vary any term of any Mortgage Loan or consent to the postponement of strict compliance with any such term or in any manner grant indulgence to any Mortgagor if it has determined, exercising its good faith business judgment in the same manner as it may from time would if it were the owner of the related Mortgage Loan, that the security for, and the timely and full collectability of, such Mortgage Loan would not be adversely affected by such waiver, modification, postponement or indulgence; provided, however, that (unless the Mortgagor is in default with respect to time designate, but no the Mortgage Loan or in the reasonable judgment of the Servicer such designation of a Sub-default is imminent) the Servicer shall serve not permit any modification with respect to release any Mortgage Loan that would (i) change the Master Servicer from applicable Coupon Rate, defer or forgive the payment of any principal or interest, reduce the outstanding principal balance (except for actual payments of its obligations under this Agreement. Such Sub-Servicer shall have all principal) or extend the rights and powers of the Master Servicer final maturity date with respect to such Mortgage Loans under this AgreementLoan, or (ii) be inconsistent with the terms of any applicable FHA insurance policy or VA guaranty, hazard insurance policy or federal flood insurance policy. Notwithstanding the foregoing, the Servicer shall not permit any modification with respect to any Mortgage Loan that would both constitute a sale or exchange of such Mortgage Loan within the meaning of Section 1001 of the Code (including any proposed, temporary or final regulations promulgated thereunder) (other than in connection with a proposed conveyance or assumption of such Mortgage Loan that is treated as a Prepayment or in a default situation or upon receipt of advice of counsel that such a sale or exchange would not have an adverse tax effect on the Trust). (ce) Without limiting the generality of the foregoing, but subject to the provisions of this Article X, the Master The Servicer in its own name or in the name of a Sub-Servicer is hereby is authorized and empowered, which authorization may further be evidenced, at the reasonable request of the Master Servicer, by a power of attorney executed and delivered empowered by the Trustee, on behalf of itself, the Owners and the Trustee or any of them, (i) Trust to execute and deliver or cause to be executed and delivered on behalf of the Trust, any and all instruments of satisfaction or cancellation cancellation, or of partial or full release release, discharge or discharge modification, assignments of Mortgages and endorsements of Mortgage Notes in connection with refinancings (in jurisdictions where such assignments are the customary and usual standard of practice of mortgage lenders) and all other comparable instruments instruments, with respect to the Mortgage Loans and with respect to the Properties, (ii) to institute foreclosure proceedings or obtain a deed in lieu of foreclosure so as to effect ownership of any Property in the name of the Trust, and (iii) to hold title in the name of the Trust to any Property upon such foreclosure or deed in lieu of foreclosure . The Trustee on behalf of the Trustee; provided, however, that Trust shall execute and furnish to the extent any instrument described in clause (i) preceding would be delivered by Servicer, at the Master Servicer outside of its ordinary procedures for mortgage loans held for its own account the Master Servicer shallServicer's direction, prior to executing and delivering such instrument, obtain the prior written consent of the Certificate Insurer, and provided further, however, that Section 10.14(a) shall constitute a power of attorney from the Trustee to the Master Servicer to execute an instrument of satisfaction (or assignment of mortgage without recourse) with respect to any Mortgage Loan paid in full (or with respect to which payment in full has been escrowed). Subject to Sections 10.13 and 10.14, the Trustee shall execute any powers of attorney and other documents as prepared by the Master Servicer and determined by the Servicer to be necessary or such Sub-Servicer shall reasonably request and that are provided to the Trustee appropriate to enable the Master Servicer and such Sub-Servicer to carry out their respective its supervisory, servicing and administrative duties hereunderunder this Agreement. (f) The Servicer shall, and shall cause each Subservicer to, obtain (to the extent generally commercially available from time to time) and maintain fidelity bond and errors and omissions coverage acceptable to ▇▇▇▇▇▇ ▇▇▇ or ▇▇▇▇▇▇▇ Mac with respect to their obligations under this Agreement and the applicable Subservicing Agreement, respectively. The costs Servicer or each Subservicer, as applicable, shall establish escrow accounts for, or pay when due (by means of an advance), any tax liens in connection with the Properties that are not paid by the Mortgagors when due to the Master extent that any such payment would not constitute a Nonrecoverable Advance when made. Notwithstanding the foregoing, the Servicer shall not permit any modification with respect to any Mortgage Loan that would constitute a sale or exchange of delivering such Mortgage Loan within the meaning of Section 1001 of the Code (including any satisfactions described proposed, temporary or final regulations promulgated thereunder) (other than in clause connection with a proposed conveyance or assumption of such Mortgage Loan that is treated as a Principal Prepayment or in a default situation or upon receipt of advice of counsel that such a sale or exchange would not have an adverse tax effect on the Trust). The Servicer shall be entitled to approve a request from a Mortgagor for a partial release of the related Property, the granting of an easement thereon in favor of another Person, any alteration or demolition of the related Property or other similar matters if it has determined, exercising its good faith business judgment in the same manner as it would if it were the owner of the related Mortgage Loan, that the security for, and the timely and full collectability of, such Mortgage Loan would not be adversely affected thereby. (g) In connection with the servicing and administering of each Mortgage Loan, the Servicer and any affiliate of the Servicer (i) above may perform services such as appraisals, default management and brokerage services that are not customarily provided by servicers of mortgage loans, and shall be paid by the Master Servicer entitled to the extent not recoverable from the related Mortgagor under applicable state law. (d) The Master Servicerreasonable compensation therefore, with the approval of the Seller, shall have the right to approve requests of Mortgagors for consent to (i) partial releases of Mortgages and (ii) alterations may, at its own discretion and removal, demolition or division of Properties subject to Mortgages. No such request shall be approved by the Master Servicer unless: (1) (x) the provisions on behalf of the related Note and Mortgage have been complied with; (y) the Loan-to-Value Ratio (which mayTrust, for this purpose, be determined at the time of any such action in a manner reasonably acceptable to the Certificate Insurer) after any release does not exceed the Loan-to-Value Ratio set forth for such Mortgage Loan obtain credit information in the Mortgage Loan Schedule; and (z) the lien priority, monthly payment, Coupon Rate or maturity date form of the related Mortgage is not affected (except in accordance with Section 10.2) or (2) the Certificate Insurer shall have approved the granting of such request and shall not unreasonably withhold such approvala "credit score" from a credit repository. (e) The Master Servicer shall give prompt notice to the Seller, the Transferor, the Trustee and to the Certificate Insurer of any action, of which the Master Servicer has actual knowledge, to (i) assert a claim against the Trust or (ii) assert jurisdiction over the Trust.