TABLE OF CONTENTS

ARTICLE I.

Definitions

Agreement

Appraised Value

Bankruptcy Bond

Business Day

Buydown Earnings

Buydown Funds

Buydown Mortgage Loan

Certificate

Certificate Account

Certificateholder or Holder

Certificate Register and Certificate Registrar

Company

Corporate Trust Office

Custodial Agreement

Custodian

Cut-off Date

Determination Date

Distribution Date

Due Date

Dwelling

Eligible Account

Event of Default

FHLMC

FNMA

Fractional Undivided Interest

Insurance Policy

Insurance Proceeds

Insured Expenses

Insurer

Liquidation Expenses

Liquidation Proceeds

Loan-to-Value Ratio

Master Servicer

Monthly Advance

Mortgage

Mortgage File

Mortgage Loans

Mortgage Note

Mortgaged Property

Mortgagor

Nonrecoverable Advance

Officers' Certificate

Opinion of Counsel

[Parent]

Pass-Through Rate

Permitted Investments

Person

Primary Insurance Policy

Principal Balance

Principal Prepayment

Program Guide

Qualified Insurer

Rating Agency

Record Date

Required Insurance Policies

Residential Funding

Responsible Officer

Servicing Accounts

Servicing Officer

Single Certificate

Special Hazard Insurance Policy

Special Hazard Insurers

Sub-Servicer

Sub-Servicing Account

Sub-Servicing Agreements

Trustee

Trust Fund

Trust Receipt

Uninsured Cause

ARTICLE II.

Conveyance of Mortgage Loans; Original Issuance of Certificates

2.01. Conveyance of Mortgage Loans

2.02. Acceptance by Trustee

2.03. Representations, Warranties and Covenants of the Master Servicer

2.04. Authentication of Certificates

ARTICLE III.

Administration and Servicing of Mortgage Loans

3.01. Master Servicer to Act as Servicer

3.02. Sub-Servicing Agreements Between Master Servicer and Sub-Servicers

3.03. Successor Sub-Servicers

3.04. Liability of the Master Servicer

3.05. No Contractual Relationship Between Sub-Servicer and Trustee or Certificateholders

3.06. Assumption or Termination of Sub-Servicing Agreement by Trustee

3.07. Collection of Certain Mortgage Loan Payments; Certificate Account

3.08. Collection of Taxes, Assessments and Similar Items; Servicing Accounts

3.09. Access to Certain Documentation and Information Regarding the Mortgage Loans

3.10. Permitted Withdrawals From the Certificate Account

3.11. Maintenance of the Insurance Policy and Primary Insurance Policies; Collections under them

3.12. Maintenance of Hazard Insurance, the Special Hazard Insurance Policy and Errors and Omissions and Fidelity Coverage

3.13. Enforcement of Due-On-Sale Clauses; Assumption Agreements

3.14. Realization Upon Defaulted Mortgage Loans

3.15. Trustee to Cooperate; Release of Mortgage Files

3.16. Servicing Compensation

3.17. Reports to the Trustee and the Company; Certificate Account Statements

3.18. Annual Statement as to Compliance

3.19. Annual Independent Public Accountants' Servicing Report

3.20. Application of Buydown Funds

3.21. Maintenance of the Bankruptcy Bond; Collections under it

3.22. Rights of the Company In Respect of the Master Servicer

ARTICLE IV.

Payments to Certificateholders

4.01. Distributions

4.02. Statements to Certificateholders

4.03. Distribution of Reports to the Trustee and the Company; Advances by the Master Servicer

4.04. Reports of Foreclosures and Abandonments of Mortgaged Property

ARTICLE V.

The Certificates

5.01. The Certificates

5.02. Registration of Transfer and Exchange of Certificates

5.03. Mutilated, Destroyed, Lost or Stolen Certificates

5.04. Persons Deemed Owners

ARTICLE VI.

The Company and the Master Servicer

6.01. Respective Liabilities of the Company and the Master Servicer

6.02. Merger or Consolidation of the Company, and the Master Servicer

6.03. Limitation on Liability of the Company, the Master Servicer and Others

6.04. Company and Master Servicer Not to Resign

6.05. Appointment of Office or Agency

ARTICLE VII.

Default

7.01. Events of Default

7.02. Trustee or Company to Act; Appointment of Successor

7.03. Notification to Certificateholders

ARTICLE VIII.

Concerning the Trustee

8.01. Duties of Trustee

8.02. Certain Matters Affecting the Trustee

8.03. Trustee Not Liable for Certificates or Mortgage Loans

8.04. Trustee May Own Certificates

8.05. Master Servicer to Pay Trustee's Fees and Expenses

8.06. Eligibility Requirements for Trustee

8.07. Resignation and Removal of the Trustee

8.08. Successor Trustee

8.09. Merger or Consolidation of Trustee

8.10. Appointment of Co-Trustee or Separate Trustee

8.11. Appointment of Custodians

ARTICLE IX.

Termination

9.01. Termination Upon Repurchase by the Company or Liquidation of All Mortgage Loans

ARTICLE X.

Miscellaneous Provisions

10.01. Amendment

10.02. Recordation of Agreement

10.03. Limitation on Rights of Certificateholders

10.04. Governing Law

10.05. Notices

10.06. Severability of Provisions

10.00. Signatures

10.00. Acknowledgments

This Pooling and Servicing Agreement, effective as of _________ 1, _________[year], between _________, as Seller (the "Company"), _________, as Master Servicer (the "Master Servicer"), and _________, as Trustee (the "Trustee"), provides:

ARTICLE I.

Definitions

Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the meanings specified in this Article. [This Agreement relates to two Trust Funds interests in which are evidenced by Certificates designated as Series _________[year] – — and Series _________[year] – —, respectively, each such series having its own Pass-Through Rate. Accordingly, the following definitions as well as all other provisions of this Agreement should be construed as relating separately to each Trust Fund and the Certificates evidencing interests in such Trust Fund.]

Agreement: This Pooling and Servicing Agreement and all amendments of and supplements to it.

Appraised Value: The appraised value of the Mortgaged Property based upon the appraisal made for the originator at the time of the origination of the related Mortgage Loan, or the sales price of the Mortgaged Property, whichever is less.

Bankruptcy Bond: The bankruptcy bond for proceedings under the federal Bankruptcy Code, a form of which is attached as Exhibit D to this Agreement.

Business Day: Any day other than (i) a Saturday or a Sunday, or (ii) a day on which banking institutions in _________ are authorized or obligated by law or executive order to be closed.

Buydown Earnings: Earnings from the investment of buydown Funds while the same are held in an interest-bearing custodial account pursuant to Section 3.20.

Buydown Funds: Any amount contributed by the seller of a Mortgaged Property, the Company or another source in order to enable the Mortgagor to reduce the payments required to be made by the Mortgagor from the Mortgagor's funds in the early years of a Mortgage Loan.

Buydown Mortgage Loan: Any Mortgage Loan as to which a specified amount of interest is paid out of related Buydown Funds in accordance with a related buydown agreement.

Certificate: Any one of the certificates executed by the Company and authenticated by the Certificate Registrar in substantially the following form, with the blanks therein appropriately completed, for Series 198— – —, the bracketed material indicating the changes therefrom for Series 198— – —.

[Form of Face of Certificate]

CONDUIT MORTGAGE PASS-THROUGH CERTIFICATE

evidencing a fractional undivided interest in a pool of conventional single-family mortgage loans formed and sold by

_________(Name of Business)

This Certificate does not represent an obligation of or interest in (Company), or the Master Servicer or any of their affiliates. Neither this Certificate nor the underlying Mortgage Loans are guaranteed by any governmental agency or instrumentality.

This certifies that _________ is the registered owner of a —/—th fractional undivided interest in a pool (the "Pool") of conventional single-family mortgage loans (the "Mortgage Loans"), formed and sold by the "Company", which term includes any successor entity under the Agreement referred to below. The Pool was created pursuant to a Pooling and Servicing Agreement dated as specified above (the "Agreement") among the Company, the Master Servicer and _________, as trustee (the "Trustee"), a summary of certain of the pertinent provisions of which is set forth below. To the extent not defined in this Certificate, the capitalized terms used in this Certificate have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the holder of this Certificate by virtue of the acceptance of this Certificate assents and by which such holder is bound. Terms which are defined in the Agreement and which are used but not defined in this Certificate shall have the respective meanings in this Certificate as they have in the Agreement.

The Master Servicer promises to distribute on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (the "Distribution Date"), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last day (or if such last day is not a Business Day, the Business Day immediately preceding such last day) of the month next preceding the month of such distribution (the "Record Date"), an amount equal to the product of the fractional undivided interest evidenced by this Certificate and the aggregate of all previously undistributed (a) payments on account of principal (including Principal Prepayments, if any) and interest on the Mortgage Loans subject at any time to the Agreement received by the Master Servicer after the Cut-off Date as specified above and prior to the 15th day (or if such 15th day is not a Business Day, the Business Day immediately preceding such 15th day) of the month of such distribution (the "Determination Date"), (b) any Buydown Funds and Buydown Earnings deposited in the Certificate Account on or before the Distribution Date and (c) certain funds required by the Agreement to be deposited by the Master Servicer due to the operation of certain deductible clauses in blanket policies maintained by the Master Servicer, if any, against hazard losses, except: (i) all payments which were due on or before the Cut-off Date; (ii) all Principal Prepayments received during the month of distribution and all payments of interest representing interest for the month of distribution or any portion of it; (iii) all scheduled payments of principal and interest due on a date or dates subsequent to the first day of the month of distribution; (iv) amounts received on particular Mortgage Loans as late payments of principal or interest and respecting which there is an unreimbursed advance; (v) amounts representing reimbursement for other advances which the Master Servicer has determined to be otherwise nonrecoverable and amounts representing reimbursement for certain losses and expenses incurred by the Master Servicer or the Company and described in the Agreement; (vi) that portion of each payment of interest on a particular Mortgage Loan which, when deducted, will make the portion of that payment distributed equal to interest at the Pass-Through Rate on the Principal Balance of such Mortgage Loan outstanding during the period for which such payment was received; and (vii) where permitted by the Agreement, that portion of the proceeds of the liquidation of defaulted Mortgage Loans which represents unpaid servicing compensation of the Master Servicer. For the purposes of this Certificate, amounts received by the Master Servicer in connection with the liquidation of defaulted Mortgage Loans through Insurance Proceeds, foreclosure or trustee's sales proceeds or otherwise shall be deemed to be amounts received on Mortgage Loans. In addition, the Master Servicer shall include with any such monthly distribution an amount equal to principal payments and interest payments (adjusted to the Pass-Through Rate) due on the first day of the month of distribution and delinquent as of the close of business on the Business Day prior to the Distribution Date, subject to the Master Servicer's determination that such payments are recoverable from Insurance Proceeds or Liquidation Proceeds.

Distributions on this Certificate will be made by the Master Servicer by wire transfer in immediately available funds for the account of the Person entitled to them if such Person shall have so notified the Master Servicer, or by check mailed to the address of the Person entitled to them, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Company of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Company for that purpose in the City and State of _________.

Reference is here made to the further provisions of this Certificate set forth below, which further provisions shall for all purposes have the same effect as if set forth at this place.

Unless the certificate of authentication on this Certificate has been executed by the Certificate Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.

In Witness of which, the Company has caused this Certificate to be duly executed under its official seal.

Dated:

By _________, Vice President

[Seal]

Attest: _________, Assistant Secretary

[Form of Certificate of Authentication]

This is one of the Certificates referred to in the within-mentioned Agreement.

_______________

Certificate Registrar

By _________, Authorized Officer

[Form of Reverse of Certificate]

This Certificate is one of a duly authorized issue of Certificates designated as Conduit Mortgage Pass-Through Certificates of the Series and Pass-Through Rate specified on this Certificate (the "Certificates") and representing the fractional undivided interest set forth above in (i) the Mortgage Loans, (ii) such assets as from time to time may be identified as deposited in the certificate account created by the Master Servicer pursuant to the Agreement (the "Certificate Account"), (iii) property which secured a Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure, (iv) the Insurance Policy hereinafter referred to and the Primary Insurance Policies, if any, and Bankruptcy Bond referred to in the Agreement and (v) the Special Hazard Insurance Policy referred to in the Agreement (the Mortgage Loans, such assets deposited in the Certificate Account, such property and such Insurance Policy, Special Hazard Insurance Policy, Primary Insurance Policies and Bankruptcy Bond being collectively called the "Trust Fund" below).

The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in this Certificate and in the Agreement. In the event Master Servicer funds are advanced with respect to any Mortgage Loan, such advance is reimbursable to the Master Servicer from related recoveries on such Mortgage Loan or from other cash deposited in the Certificate Account to the extent that such advance is not otherwise recoverable.

The Master Servicer has obtained, and has agreed to exercise its best reasonable efforts, subject to certain limitations as to cost in the case of any replacement policies for them, to maintain for as long as Certificates shall be outstanding, a mortgage guaranty insurance policy or policies (the "Insurance Policy") for the benefit of Certificateholders. The Insurance Policy is limited in scope and amount and may be examined, together with the Agreement, during normal business hours at the principal office of the Master Servicer by any Certificateholder on request.

As provided in the Agreement, withdrawals from the Certificate Account may be made by the Master Servicer from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement to the Company and the Master Servicer of advances made, or certain expenses incurred, by either of them.

The Agreement permits, with certain exceptions provided in it, the amendment of the Agreement and the modification of the rights and obligations of the Company and the Master Servicer and the rights of the Certificateholders under the Agreement at any time by the Company, the Master Servicer and the Trustee with the consent of the holders of Certificates evidencing fractional undivided interests aggregating not less than 66% of the Trust Fund. Any such consent by the holder of this Certificate shall be conclusive and binding on such holder and upon all future holders of this Certificate and of any Certificate issued upon the transfer of this certificate or in exchange for or in lieu of it whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment of itself in certain circumstances, without the consent of the holders of any of the Certificates.

As provided in the Agreement and subject to certain limitations set forth in the agreement, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Company in the City and State of _________, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Company and the Certificate Registrar duly executed by, the holder of this certificate or such holder's attorney duly authorized in writing, and one or more new Certificates of authorized denominations evidencing the same aggregate fractional undivided interest in the Trust Fund will be issued to the designated transferee or transferees.

The Certificates are issuable only as registered Certificates without coupons in denominations of one or any other positive whole number divided by the denominator specified on this Certificate. As provided in the Agreement and subject to certain limitations set forth in it, Certificates are exchangeable for new Certificates of authorized denominations evidencing the same aggregate fractional undivided interest in the Trust Fund, as requested by the holder surrendering the same.

No service charge will be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection with such registration.

The Company, the Trustee and the Certificate Registrar and any agent of the Company, the Trustee or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner of it for all purposes, and neither the Company, the Trustee, nor any such agent shall be affected by notice to the contrary.

The obligations created by the Agreement and the Trust Fund created by it shall terminate upon (i) the later of the maturity or other liquidation (including repurchase by the Company) of the last Mortgage Loan subject to it or the disposition of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan, and (ii) the payment to Certificateholders of all amounts held by the Company and required to be paid to them pursuant to the Agreement. The Agreement permits, but does not require, the Company to repurchase from the Trust Fund all Mortgage Loans at the time subject to it and all property acquired in respect of any Mortgage Loan at a price equal to the greater of (a) the principal amount of such Mortgage Loans plus the appraised value of such property as provided in the Agreement or (b) the aggregate market value of the Certificates determined as provided in the Agreement, in each case together with accrued interest on the Mortgage Loans at the Pass-Through Rate as provided in the Agreement. The exercise of such right will effect early retirement of the Certificates, the Company's right to repurchase being subject to the aggregate Principal Balance of the Mortgage Loans at the time of repurchase being less than 10% of the aggregate Principal Balance of the Mortgage Loans at the Cut-off Date.

ASSIGNMENT

For Value Received the undersigned by this instrument sell(s), assign(s) and transfer(s) unto _________(Please print or typewrite name and address including postal zip code of assignee)

a fractional undivided interest equal to —/—th of the Trust Fund evidenced by this Conduit Mortgage Pass-Through Certificate and authorizes the transfer of registration of such interest to assignee on the Certificate Register of the Trust Fund.

I (we) further direct the Certificate Registrar to issue a new Certificate of a fractional undivided interest equal to —/—th, to the above named assignee and deliver such Certificate to the following address: _________

_________, Signature Guaranteed

DISTRIBUTION INSTRUCTIONS

The assignee should include the following for the information of _________:

(i) obligations of, or guaranteed as to principal and interest by, the United States or any agency or instrumentality thereof when such obligations are backed by the full faith and credit of the United States;

(ii) repurchase agreements on obligations specified in clause (i) maturing not more than three months from the date of its acquisition, provided that the unsecured obligations of the party agreeing to repurchase such obligations are at the time rated by each Rating Agency in one of its two highest rating categories;

(iii) federal funds, certificates of deposit, time deposits and bankers' acceptances of any United States depository institution or trust company incorporated under the laws of the United States or any state provided that the debt obligations of such depository institution or trust company (or, in the case of the principal depository institution in a depository institution holding company) at the date of acquisition of it have been rated by each Rating Agency in one of its two highest rating categories; and

(iv) commercial paper of any corporation incorporated under the laws of the United States or any state of them which on the date of acquisition has been rated by each Rating Agency in its highest rating category.

ARTICLE II.

Conveyance of Mortgage Loans;

Original Issuance of Certificates

Section 2.01. Conveyance of Mortgage Loans. The Company, concurrently with the execution and delivery of this agreement, by this agreement assigns to the Trustee without recourse all the right, title and interest of the Company in and to the Mortgage Loans, including all interest and principal received by the Company on or with respect to the Mortgage Loans after the Cut-off Date (other than payments of principal and interest due on the Mortgage Loans on or before the Cut-off Date).

In connection with such assignment, the Company by this agreement delivers to, and deposits with, the Trustee, or to one or more Custodians, as the duly appointed agent or agents of the Trustee for such purpose, the following documents or instruments with respect to each Mortgage Loan so assigned:

(i) The Mortgage Note, endorsed without recourse to the order of the Trustee and showing an unbroken chain of endorsements from the originator of it to the Person endorsing it to the Trustee;

(ii) The Mortgage with evidence of recording indicated on it or a certified copy of the Mortgage in those instances where the public recording office retains the original; and

(iii) An assignment (which may be included in a blanket assignment) of the Mortgage in recordable form to the Trustee, together with all recorded intervening assignments of it.

In the event that in connection with any Mortgage Loan the Company cannot deliver the Mortgage with evidence of recording thereon concurrently with the execution and delivery of this Agreement solely because of a delay caused by the public recording office where such Mortgage has been delivered for recordation, the Company shall deliver or cause to be delivered to the Trustee or the respective Custodian an Officers' Certificate or a certificate of the related Sub-Servicer, with a photocopy of such Mortgage attached to it, stating that such Mortgage has been delivered to the appropriate public recording official for recordation. The Company shall promptly deliver or cause to be delivered to the Trustee or the respective Custodian such Mortgage with evidence of recording indicated on it upon receipt of it from the public recording official or from the related Sub-Servicer.

The Master Servicer shall promptly cause to be recorded in the appropriate public office for real property records each assignment referred to in this Section 2.01 unless the Master Servicer shall furnish to the Trustee an unqualified Opinion of Counsel to the effect that recordation of such assignment is not necessary to preserve the Trustee's interest in the related Mortgage Loan against the claim of any subsequent transferee of such Mortgage Loan or any successor to or creditor of the Company or the originator of such Mortgage Loan. While each assignment to be recorded is being recorded, the Company shall leave with the Trustee or the respective Custodian a photocopy of such assignment.

Section 2.02. Acceptance by Trustee. The Trustee acknowledges receipt (or, with respect to Mortgage Loans subject to a Custodial Agreement, receipt by the respective Custodian as the duly appointed agent of the Trustee) of the documents referred to in Section 2.01 above and declares that it, or a Custodian as its agent, holds and will hold such documents and the other documents constituting a part of the Mortgage Files delivered to it in trust for the use and benefit of all present and future Certificateholders. The Trustee agrees, for the benefit of Certificateholders, to review each Mortgage File delivered to it within 45 days after the conveyance of the related Mortgage Loan to the Trustee (and each Mortgage that is not delivered upon such conveyance because of a delay at the recording office but is delivered at least 38 days after such conveyance, within seven days after the delivery of it to the Trustee) to ascertain that all required documents have been executed and received, and that such documents relate to the Mortgage Loans identified in Exhibit B annexed to this agreement, as supplemented, that have been delivered to it. If the Trustee finds any document or documents constituting a part of a Mortgage File to be defective in any material respect, the Trustee shall promptly so notify the Master Servicer. Pursuant to Section 2.3 of the Custodial Agreement, the Custodian will notify the Master Servicer of any such defect found by it in respect of any Mortgage File held by it. The Master Servicer shall have a period of 60 days after such notice within which to correct or cure any such defect. The Master Servicer covenants and agrees that, if any material defect cannot be corrected or cured, the Master Servicer will, not later than 90 days after the Trustee's or Custodian's notice to it respecting such defect, purchase the related Mortgage Loan from the Trustee at a price equal to (i) 100% of the Principal Balance of such Mortgage Loan as of the date of repurchase; plus (ii) accrued interest at the Pass-Through Rate to the first day of the month following repurchase. The purchase price for the repurchased Mortgage Loan shall be deposited by the Master Servicer in the Certificate Account maintained by it pursuant to Section 3.07 and, upon receipt by the Trustee of written notification of such deposit signed by a Servicing Officer, the Trustee, or the Custodian, as the case may be, shall release to the Master Servicer the related Mortgage File and the Trustee shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as shall be necessary to vest in the Master Servicer or its designee any Mortgage Loan released pursuant to this agreement. It is understood and agreed that the obligation of the Master Servicer to repurchase any Mortgage Loan as to which a material defect in a constituent document exists shall constitute the sole remedy respecting such defect available to Certificateholders or the Trustee on behalf of Certificateholders.

Section 2.03. Representations, Warranties and Covenants of the Master Servicer.

It is understood and agreed that the representations and warranties set forth in this Section 2.03(b) (including those set forth in Exhibit G to this agreement) shall survive delivery of the respective Mortgage Files to the Trustee or any Custodian. Upon discovery by either the Company, the Master Servicer, the Trustee or any Custodian of a breach of any of the foregoing representations and warranties which materially and adversely affects the interests of the Certificateholders in the related Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties. Within 90 days of its discovery or its receipt of notice of breach, the Master Servicer shall cure such breach in all material respects or shall repurchase the Mortgage Loan from the Trustee. Any such repurchase by the Master Servicer shall be accomplished in the manner and at the repurchase price set forth in Section 2.02. It is understood and agreed that the obligation of the Master Servicer to repurchase any Mortgage Loan as to which a breach has occurred and is continuing shall constitute the sole remedy respecting such breach available to Certificateholders or the Trustee on behalf of Certificateholders.

Section 2.04. Authentication of Certificates. The Trustee acknowledges the assignment to it of the Mortgage Loans and the delivery of the Mortgage Files to it or any Custodian on its behalf, and, concurrently with such delivery, has caused to be authenticated and delivered to or upon the order of the Company, in exchange for the Mortgage Loans, Certificates duly authenticated by the Certificate Registrar in authorized denominations evidencing the entire ownership of the Trust Fund.

ARTICLE III.

Administration and Servicing of Mortgage Loans

Section 3.01. Master Servicer to Act as Servicer. The Master Servicer shall service and administer the Mortgage Loans and shall have full power and authority, acting alone and/or through Sub-Servicers as provided in Section 3.02, to do any and all things which it may deem necessary or desirable in connection with such servicing and administration, including but not limited to the power and authority, subject to the terms of this agreement, (i) to execute and deliver customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this agreement), (iii) to collect any Insurance Proceeds and Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that the Master Servicer shall take no action which is inconsistent with or prejudices the interest of the Trustee or the Certificateholders in any Mortgage Loan or the rights and interest of the Trustee or the Certificateholders under this agreement. Without limiting the generality of the foregoing, the Master Servicer in its own name or in the name of a Sub-Servicer is hereby authorized and empowered by the Trustee when the Master Servicer or the Sub-Servicer, as the case may be, believes it appropriate in its best judgment, to execute and deliver, on behalf of the Certificateholders and the Trustee or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Properties. The Trustee shall furnish the Master Servicer with any powers of attorney and other documents necessary or appropriate to enable the Master Servicer to service and administer the Mortgage Loans. In servicing and administering any Mortgage Loan respecting which there is no Sub-Servicer, the Master Servicer shall, to the extent not inconsistent with this agreement, comply with the Program Guide as if it were the originator of such Mortgage Loan and had retained the servicing rights and obligations in respect of it.

All costs incurred by the Master Servicer or by Sub-Servicers in effecting the timely payment of taxes and assessments on the properties subject to the Mortgage Loans shall not, for the purpose of calculating monthly distributions to Certificateholders, be added to the amount owing under the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loan so permit, and such costs shall be recoverable by the Master Servicer.

Section 3.02. Sub-Servicing Agreements Between Master Servicer and Sub-Servicers. The Master Servicer may enter into Sub-Servicing Agreements with Sub-Servicers for the servicing and Administration of certain of the Mortgage Loans. In the event that such Sub-Servicing Agreements exist, each Sub-Servicer will represent and warrant that it is duly organized and existing under any applicable laws of the United States or any state and is duly qualified and licensed to do business in each state in which property subject to a Mortgage to be serviced under the related Sub-Servicing Agreement is located. Each Sub-Servicing Agreement will be upon such terms and conditions as are required or permitted by the Program Guide and are not inconsistent with this agreement and as the Master Servicer and the Sub-Servicer have agreed and shall be effective as of the date of conveyance of the mortgage Loans by the Company to the Trustee. A representative form of Sub-Servicing Agreement is attached to this agreement as Exhibit F. The Master Servicer and the Sub-Servicer may enter into amendments to it or different forms of Sub-Servicing agreements and the attached form is merely provided for information and shall not be deemed to limit in any respect the discretion of the Master Servicer to modify or enter into different Sub-Servicing Agreements; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of this Agreement or the Program Guide and provided further that the substance of any such material amendment or material change shall be transmitted promptly to the Trustee.

Section 3.03. Successor Sub-Servicers. The Master Servicer shall be entitled to terminate any Sub-Servicing Agreement that may exist in accordance with the terms and conditions of such Sub-Servicing Agreement and without any limitation by virtue of this agreement; provided, however, that in the event of termination of any Sub-Servicing Agreement by the Master Servicer or the Sub-Servicer, the Master Servicer shall either act as servicer of the related Mortgage Loan or enter into a Sub-Servicing Agreement with a successor Sub-Servicer which will be bound by the terms of the related Sub-Servicing Agreement.

Section 3.04. Liability of the Master Servicer. Notwithstanding any Sub-Servicing Agreement, any of the provisions of this agreement relating to agreements or arrangements between the Master Servicer or a Sub-Servicer or reference to actions taken through Residential Funding or a Sub-Servicer or otherwise, the Master Servicer shall remain obligated and liable to the Trustee and Certificateholders for the servicing and administering of the Mortgage Loans in accordance with the provisions of Section 3.01 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, Residential Funding or the Company and to the same extent and under the same terms and conditions as if the Master Servicer alone were servicing and administering the Mortgage Loans. The Master Servicer shall be entitled to enter into any agreement with Residential Funding, the Company or a Sub-Servicer for indemnification of the Master Servicer and nothing contained in this agreement shall be deemed to limit or modify such indemnification.

Section 3.05. No Contractual Relationship Between Sub-Servicer and Trustee or Certificateholders. Any Sub-Servicing Agreement that may be entered into and any other transactions or services relating to the Mortgage Loans involving a Sub-Servicer in its capacity as such and not as an originator shall be deemed to be between the Sub-Servicer and the Master Servicer alone and the Trustee and Certificateholders shall not be deemed parties to it and shall have no claims, rights, obligations, duties or liabilities with respect to the Sub-Servicer except as set forth in Section 3.06.

Section 3.06. Assumption or Termination of Sub-Servicing Agreement by Trustee. In the event the Master Servicer shall for any reason no longer be the servicer (including by reason of an Event of Default), the Trustee or its designee shall assume all of the rights and obligations of the Master Servicer under each Sub-Servicing Agreement that may have been entered into. The Trustee, its designee or the successor servicer for the Trustee shall be deemed to have assumed all of the Master Servicer's interest in it and to have replaced the Master Servicer as a party to the Sub-Servicing Agreement to the same extent as if the Sub-Servicing Agreement had been assigned to the assuming party except that the Master Servicer shall not be relieved of any liability or obligations under the Sub-Servicing Agreement.

The Master Servicer shall, upon request of the Trustee but at the expense of the Master Servicer, deliver to the assuming party all documents and records relating to the Sub-Servicing Agreement and the Mortgage Loans then being serviced and an accounting of amounts collected and held by it and otherwise use its best efforts to effect the orderly and efficient transfer of the Sub-Servicing Agreement to the assuming party.

Section 3.07. Collection of Certain Mortgage Loan Payments; Certificate Account. The Master Servicer shall make reasonable effort to collect all payments called for under the terms and provisions of the Mortgage Loans, and shall, to the extent such procedures shall be consistent with this Agreement and the terms and provisions of the Insurance Policy, the Bankruptcy Bond and any related Primary Insurance Policy, follow such collection procedures as it follows with respect to mortgage loans comparable to the Mortgage Loans and held in its own portfolio. Consistent with the foregoing, the Master Servicer may in its discretion (i) waive any late payment charge or any prepayment charge or penalty interest in connection with the prepayment of a Mortgage Loan and (ii) only upon determining that the coverage of such Mortgage Loan by the Insurance Policy, the Bankruptcy Bond and any related Primary Insurance Policy will not be affected, extend the Due Dates for payments due on a Mortgage Note for a period not greater than 125 days. In the event of any such arrangement, the Master Servicer shall make timely advances on the related Mortgage Loan during the scheduled period in accordance with the amortization schedule of such Mortgage Loan without modification of it by reason of such arrangements.

The Master Servicer shall establish and maintain a separate Certificate Account or Accounts in which the Master Servicer shall deposit on a daily basis, except as otherwise specifically provided in this agreement, the following payments and collections received or made by it subsequent to the Cut-off Date (other than in respect of principal of and interest on the Mortgage Loans due on the Cut-off Date):

(i) All payments on account of principal, including Principal Prepayments, on the Mortgage Loans;

(ii) All payments on account of interest on the Mortgage Loans;

(iii) All Insurance Proceeds and Liquidation Proceeds, other than proceeds to be applied to the restoration or repair of the property subject to the related Mortgage or released to the Mortgagor in accordance with the Master Servicer's normal servicing procedures;

(iv) All Monthly Advances made by the Master Servicer pursuant to Section 4.03;

(v) Any amounts required to be deposited by the Master Servicer pursuant to the first paragraph of Section 3.12;

(vi) All proceeds of any Mortgage Loans or property acquired in respect thereof repurchased pursuant to Sections 2.02, 2.03 or 9.01; and

(vii) Any Buydown Funds and Buydown Earnings required to be deposited by the Master Servicer in the Certificate Account pursuant to Section 3.20.

The foregoing requirements for deposit in the Certificate Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of prepayment or late payment charges or assumption fees need not be deposited by the Master Servicer in the Certificate Account. In the event the Master Servicer shall deposit in the Certificate Account any amount not required to be deposited in it, the Master Servicer may at any time withdraw such amount from the Certificate Account, any provision in this agreement to the contrary notwithstanding.

The Company may cause the institution maintaining the Certificate Account to invest the funds in the Certificate Account in Permitted Investments, which shall mature not later than the Business Day next preceding the Distribution Date next following the date of such investment (except that if such Permitted Investment is an obligation of the institution that maintains the Certificate Account, then such Permitted Investment shall mature not later than such Distribution Date) and shall not be sold or disposed of prior to its maturity. All such Permitted Investments shall be made in the name of the Trustee (in its capacity as such) or its nominee. All income and gain realized from any such investment shall be for the benefit of the Company and shall be subject to its withdrawal or order from time to time. The amount of any losses incurred in respect of any such investments shall be deposited in the Certificate Account by the Company out of its own funds immediately as realized.

The Master Servicer shall give notice to the Trustee of the location of the Certificate Account, and of any change of it, prior to the use of it.

In those cases where a Sub-Servicer is servicing a Mortgage Loan pursuant to a Sub-Servicing Agreement, the Sub-Servicer will establish and maintain a Sub-Servicing Account. The Sub-Servicer is required to deposit into the Sub-Servicing Account on a daily basis all proceeds of Mortgage Loans received by the Sub-Servicer, less its servicing compensation to the extent permitted by the Sub-Servicing Agreement. On the 20th day of each month the Sub-Servicer shall remit to the Master Servicer for deposit in the Certificate Account all funds held in the Sub-Servicing Account with respect to each Mortgage Loan serviced by such Sub-Servicer. The Sub-Servicer shall also remit on the scheduled date of remittance any monthly installments of principal and interest less its servicing fee on any Mortgage Loan for which payment was not received. This obligation to advance with respect to each Mortgage Loan shall be subject to a maximum of 6 delinquent installments, at which point no additional advances shall be necessary until such time as the Mortgage Loan has been reinstated and thereafter is again in default. Any installments as to which the Sub-Servicer has not made an advance will be subject to the Master Servicer's limited obligation to advance set forth in this agreement.

Section 3.08. Collection of Taxes, Assessments and Similar Items; Servicing Accounts. In addition to the Certificate Account, the Master Servicer and the Sub-Servicers shall establish and maintain one or more Servicing Accounts and shall deposit and retain in them all collections from the Mortgagors for the payment of taxes, assessments, hazard insurance premiums, Primary Insurance Policy premiums, if applicable, or comparable items for the account of the Mortgagors. Servicing Accounts shall be Eligible Accounts. Withdrawals of amounts so collected from the Servicing Accounts may be made only to effect timely payment of taxes, assessments, hazard insurance premiums, Primary Insurance Policy premiums, if applicable, or comparable items, to reimburse the Master Servicer out of related collections for any payments made pursuant to Sections 3.11 (with respect to the Primary Insurance Policy) and 3.12 (with respect to hazard insurance), to refund to any Mortgagors any sums as may be determined to be overages, to pay interest, if required, to Mortgagors on balances in the Servicing Account or to clear and terminate the Servicing Account at the termination of this Agreement in accordance with Section 9.01. As part of its servicing duties, the Master Servicer or Sub-Servicers shall pay to the Mortgagors interest on funds in this account, to the extent required by law.

Section 3.09. Access to Certain Documentation and Information Regarding the Mortgage Loans. In the event that compliance with this Section 3.09 shall make the Certificates legal for investment by federally insured savings and loan associations, the Master Servicer shall provide to the Trustee,the Federal Home Loan Bank Board, the Federal Savings and Loan Insurance Corporation and the Supervisory Agents and examiners of such Board and such Corporation access to the documentation regarding the Mortgage Loans required by applicable regulations of the Federal Home Loan Bank Board, such access being afforded without charge but only upon reasonable request and during normal business hours at the offices of the Master Servicer designated by it. The Master Servicer shall permit such representatives to photocopy any such documentation and shall provide equipment for that purpose at a charge reasonably approximating the cost of such photocopying to the Master Servicer.

Section 3.10. Permitting Withdrawals From the Certificate Account. The Master Servicer may, from time to time, make withdrawals from the Certificate Account for the following purposes:

(i) to make payments to Certificateholders in the amounts and in the manner provided for in Section 4.01;

(ii) to reimburse itself for advances of Master Servicer funds made pursuant to Section 4.03, the Master Servicer's right to reimburse itself pursuant to this subclause (ii) being limited to amounts received on particular Mortgage Loans (including, for this purpose, Insurance Proceeds and Liquidation Proceeds which represent late recoveries of payments of principal and/or interest respecting which any such advance was made);

(iii) to reimburse itself from Insurance Proceeds and Liquidation Proceeds for amounts expended by it pursuant to Section 3.14 in good faith in connection with the restoration of property damaged by an Uninsured Cause;

(iv) to reimburse itself from Insurance Proceeds for Insured Expenses and to pay to itself from Insurance Proceeds any unpaid servicing compensation on the related Mortgage Loan, such payment of servicing compensation being limited to the amount, if any, by which the aggregate of Liquidation Proceeds and Insurance Proceeds received in connection with the liquidation of a defaulted Mortgage Loan is, after the deduction of Insured Expenses and any amounts deducted pursuant to subclause (iii) above, in excess of the Principal Balance of such Mortgage Loan together with accrued and unpaid interest on it at the Pass-Through Rate;

(v) to reimburse itself from Liquidation Proceeds for Liquidation Expenses and, to the extent that Liquidation Proceeds after such reimbursement and any other reimbursement pursuant to subclause (iii) above are in excess of the Principal Balance of the related Mortgage Loan together with accrued and unpaid interest on it at the Pass-Through Rate, to pay, first, to itself out of such excess the amount of any unpaid servicing compensation on the related Mortgage Loan and, second, to the Company the balance of any such excess;

(vi) to pay to itself as servicing compensation that portion of any payment as to interest which, when deducted, will result in the remaining amount of such interest being interest at the Pass-Through Rate on the Principal Balance of such Mortgage Loan;

(vii) to pay to itself or the Company with respect to each Mortgage Loan or property acquired in respect of it that has been repurchased pursuant to Section 2.02, 2.03, or 9.01 all amounts received on it and not distributed as of the date on which the related Principal Balance is determined;

(viii) to reimburse itself for any Nonrecoverable Advance or Advances;

(ix) to reimburse itself or the Company for expenses incurred by and reimbursable to it or the Company pursuant to Section 6.03; and

(x) to clear and terminate the Certificate Account pursuant to Section 9.01.

Since, in connection with withdrawals pursuant to subclauses (ii) through (vii), inclusive, the Master Servicer's entitlement to them is limited to collections or other recoveries on the related Mortgage Loan, the Master Servicer shall keep and maintain separate accounting, on a Mortgage Loan by Mortgage Loan basis, for the purpose of justifying any withdrawal from the Certificate Account pursuant to such subclauses (ii) through (vii), inclusive.

Section 3.11. Maintenance of the Insurance Policy and Primary Insurance Policies; Collections under them. The Master Servicer covenants and agrees to exercise its best reasonable efforts to maintain and keep the Insurance Policy in full force and effect throughout the term of this agreement, unless coverage under it has been exhausted through payment of claims. The Master Servicer as servicer agrees to pay the premiums for the Insurance Policy on a timely basis. In the event that the Insurer shall cease to be a Qualified Insurer because it shall not be qualified to transact a mortgage guaranty insurance business under the laws of the state of its principal place of business or any other state which has jurisdiction over the Insurer in connection with the Insurance Policy or the Insurance Policy is cancelled or terminated for any reason (other than the exhaustion of the total coverage), the Master Servicer shall exercise its best reasonable efforts to obtain from another Qualified Insurer a replacement policy comparable to the Insurance Policy with a total coverage which is equal to the then existing coverage of the Insurance Policy; provided, however, that if the cost of any such replacement policy shall be greater than the cost of the Insurance Policy, the amount of coverage of such replacement policy may be reduced to a level such that the premium rate for it shall not exceed 150% of the premium rate on such Insurance Policy. In the event the Insurer shall cease to be a Qualified Insurer because it is approved as an insurer by neither FHLMC or FNMA, the Master Servicer agrees to review, not less often than monthly, the financial condition of the Insurer with a view towards determining whether recoveries under the Insurance Policy are jeopardized for reasons related to the financial condition of the Insurer. If the Master Servicer determines that recoveries are so jeopardized, it shall exercise its best reasonable efforts to obtain from another Qualified Insurer a replacement insurance policy subject to the cost limitation set forth above.

The Master Servicer shall not take, or permit any Sub-Servicer to take, any action which would result in non-coverage under any applicable Primary Insurance Policy of any loss which, but for the actions of the Master Servicer or Sub-Servicer, would have been covered under that policy. The Master Servicer shall use its best reasonable efforts to be named a loss payee under each Primary Insurance Policy. The Master Servicer shall use its best reasonable efforts to keep in full force and effect each such Primary Insurance Policy until (i) the related Mortgage Loan is liquidated in the case of a Mortgage Loan secured by a second or vacation home or property located in the State of California, (ii) the principal balance of the related Mortgage Loan is reduced to 80% or less of the Appraised Value in the case of a Mortgage Loan having a Loan-to-Value Ratio at origination in excess of 80%, and (iii) the principal balance of the related Mortgage Loan is reduced to 60% or less of its Appraised Value in the case of a Mortgage Loan the original principal amount of which exceeded $250,000 [specify any other requirements]. The Master Servicer shall not cancel or refuse to renew any such Primary Insurance Policy in effect at the date of the initial issuance of the Certificates that is required to be kept in force under this agreement unless the replacement Primary Insurance Policy for such cancelled or non-renewed policy is maintained with an insurer whose claims-paying ability is acceptable to each Rating Agency for mortgage pass-through certificates [having a rating equal to or better than the rating currently assigned to the Certificates by such Rating Agency].

In connection with its activities as administrator and servicer of the Mortgage Loans, the Master Servicer agrees to present, on behalf of itself, the Trustee and Certificateholders, claims to the Insurer under the Insurance Policy and to the insurer under any Primary Insurance Policies and, in this regard, to take such reasonable action as shall be necessary to permit recovery under the Insurance Policy and any Primary Insurance Policies respecting defaulted Mortgage Loans. Pursuant to Section 3.07, any amounts collected by the Master Servicer under the Insurance Policy and any Primary Insurance Policies shall be deposited in the Certificate Account, subject to withdrawal pursuant to Section 3.10. In those cases in which a Mortgage Loan is serviced by a Sub-Servicer, the Sub-Servicer, on behalf of itself, the trustee, and the Certificateholders, will present claims to the insurer under the Primary Insurance Policy and all collections under that policy shall be deposited initially in the Sub-Servicing Account.

Section 3.12. Maintenance of Hazard Insurance, the Special Hazard Insurance Policy and Errors and Omissions and Fidelity Coverage. The Master Servicer shall cause to be maintained for each Mortgage Loan fire insurance with extended coverage in an amount which is at least equal to the maximum insurable value of the improvements securing such Mortgage Loan or its principal balance, whichever is less. The Master Servicer shall also maintain on property acquired upon foreclosure, or deed in lieu of foreclosure, of any Mortgage Loan, fire insurance with extended coverage in an amount which is at least equal to the maximum insurable value of the improvements which are a part of such property. The Master Servicer shall use its best efforts to be named a loss payee under such policies. Pursuant to Section 3.07, any amounts collected by the Master Servicer under any such policies (other than amounts to be applied to the restoration or repair of the property subject to the related Mortgage or property thus acquired or amounts released to the Mortgagor in accordance with the Master Servicer's normal servicing procedures) shall be deposited in the Certificate Account, subject to withdrawal pursuant to Section 3.10. Any cost incurred by the Master Servicer in maintaining any such insurance shall not, for the purpose of calculating monthly distributions to Certificateholders, be added to the amount owing under the Mortgage Loan, notwithstanding that the terms of the Mortgage Loan so permit. Such costs shall be recoverable by the Master Servicer out of related late payments by the Mortgagor or out of Insurance Proceeds or Liquidation Proceeds to the extent permitted by Section 3.10. It is understood and agreed that no earthquake or other additional insurance is to be required of any Mortgagor or maintained on property acquired in respect of a Mortgage other than pursuant to such applicable laws and regulations as shall at any time be in force and as shall require such additional insurance. When the Mortgaged Property is located at the time of origination of the Mortgage Loan in a federally designated special flood hazard area, the Master Servicer shall cause flood insurance (to the extent available) to be maintained. In the event that the Master Servicer shall obtain and maintain a blanket policy insuring against hazard losses on all of the Mortgage Loans, it shall conclusively be deemed to have satisfied its obligations as set forth in the first sentence of this Section 3.12, it being understood and agreed that such policy may contain a deductible clause, in which case the Master Servicer shall, in the event that there shall not have been maintained on the related Mortgaged Property a policy complying with the first sentence of this Section 3.12, and there shall have been a loss which would have been covered by such policy, deposit in the Certificate Account the amount not otherwise payable under the blanket policy because of such deductible clause. In connection with its activities as administrator and servicer of the Mortgage Loans, the Master Servicer agrees to present, on behalf of itself, the Trustee and Certificateholders, claims under any such blanket policy.

As long as the Insurance Policy is in effect, the Master Servicer covenants and agrees to exercise its best reasonable efforts to maintain and keep the Special Hazard Insurance Policy in full force and effect unless coverage under that policy has been exhausted through payment of claims. The Master Servicer as servicer agrees to pay the premium for the Special Hazard Insurance Policy on a timely basis. In the event that the Special Hazard Insurance Policy shall be cancelled or terminated for any reason (other than the exhaustion of total policy coverage), the Master Servicer shall exercise its best reasonable efforts to obtain from another insurer a replacement policy comparable to the Special Hazard Insurance Policy with a total coverage which is equal to the then existing coverage of the Special Hazard Insurance Policy; provided, however, that if the cost of any replacement policy shall be greater than the cost of the Special Hazard Insurance Policy, the amount of coverage of such replacement policy may be reduced to a level such that the cost of such replacement policy shall not exceed the cost of the Special Hazard Insurance Policy. In connection with its activities as administrator and servicer of the Mortgage Loans, the Master Servicer agrees to present, on behalf of itself, the Trustee and Certificateholders, claims to the Special Hazard Insurers under the Special Hazard Insurance Policy and, in this regard, to take such reasonable action as shall be necessary to permit recovery under the Special Hazard Insurance Policy respecting defaulted Mortgage Loans. Pursuant to Section 3.07, any amounts collected by the Master Servicer under the Special Hazard Insurance Policy which are in the nature of Insurance Proceeds shall be deposited in the Certificate Account, subject to withdrawal pursuant to Section 3.10. Any other amounts collected by the Master Servicer under the Special Hazard Insurance Policy shall be applied by it towards the restoration of the related property to a condition requisite to the presentation of claims on the related Mortgage Loan to the Insurer under the Insurance Policy.

The Master Servicer shall obtain and maintain at its own expense and keep in full force and effect throughout the term of this Agreement a blanket fidelity bond and an errors and omissions insurance policy covering the Master Servicer's officers and employees and other persons acting on behalf of the Master Servicer in connection with its activities under this Agreement. The amount of coverage shall be at least equal to the coverage that would be required by FNMA or FHLMC, whichever is greater, with respect to the Master Servicer if the Master Servicer were servicing and administering the Mortgage Loans for FNMA or FHLMC in addition to other mortgage loans being serviced and administered by the Master Servicer. In the event that any such bond or policy ceases to be in effect, the Master Servicer shall obtain a comparable replacement bond or policy from an issuer or insurer, as the case may be, meeting the requirements, if any, of the Program Guide and acceptable to the Company.

Section 3.13. Enforcement of Due-On-Sale Clauses; Assumption Agreements.

Section 3.14. Realization Upon Defaulted Mortgage Loans. The Master Servicer shall foreclose upon or otherwise comparably convert the ownership of properties securing such of the Mortgage Loans as come into and continue in default and as to which no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.07. In connection with such foreclosure or other conversion, the Master Servicer shall, consistent with Section 3.11, follow such practices and procedures as it shall deem necessary or advisable, as shall be normal and usual in its general mortgage servicing activities and as shall be required or permitted by the Program Guide. The foregoing is subject to the proviso that the Master Servicer shall not be required to expend its own funds in connection with any foreclosure or towards the restoration of any property unless it shall determine (i) that such restoration and/or foreclosure will increase the proceeds of liquidation of the Mortgage Loan to Certificateholders after reimbursement to itself for such expenses and (ii) that such expenses will be recoverable to it either through Liquidation Proceeds (respecting which it shall have priority for purposes of withdrawals from the Certificate Account pursuant to Section 3.10) or through Insurance Proceeds (respecting which it shall have similar priority).

Section 3.15. Trustee to Cooperate; Release of Mortgage Files.

Section 3.16. Servicing Compensation. As compensation for its activities under this agreement, the Master Servicer shall be entitled to withdraw from the Certificate Account the amounts provided for by Section 3.10(vi). In addition, the Master Servicer shall be entitled to servicing compensation out of Insurance Proceeds or Liquidation Proceeds to the extent permitted by Section 3.10. Additional servicing compensation in the form of prepayment charges, assumption fees, late payment charges or otherwise shall be retained by the Master Servicer to the extent not required to be deposited in the Certificate Account pursuant to Section 3.07. The Master Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities under this agreement (including payment of premiums for Primary Insurance Policies, if any, to the extent such premiums are not paid by the related Mortgagors, payment of the premiums for the Insurance Policy, payment of the premiums for the Bankruptcy Bond, maintenance of the insurance required by Section 3.12 and compensation of Sub-Servicers) and shall not be entitled to reimbursement for them except as specifically provided in Sections 3.10 and 3.14.

Section 3.17. Reports to the Trustee and the Company; Certificate Account Statements. Not later than fifteen days after each Distribution Date, the Master Servicer shall forward to the Trustee and the Company a statement, certified by a Servicing Officer, setting forth the status of the Certificate Account as of the close of business on such Distribution Date and showing, for the period covered by such statement, the aggregate of deposits in or withdrawals from the Certificate Account for each category of deposit specified in Section 3.07 and each category of withdrawal specified in Section 3.10.

Section 3.18. Annual Statement as to Compliance. The Master Servicer will deliver to the Trustee on or before _________ of each year, beginning with the first _________ that occurs at least months after the Cut-off Date, an Officers' Certificate stating, as to each signer of it, that (i) a review of the activities of the Master Servicer during the preceding calendar year and of performance under this Agreement has been made under such officer's supervision, (ii) to the best of such officer's knowledge, based on such review, the Master Servicer has fulfilled all its obligations under this Agreement throughout such year, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officer and the nature and status of it, (iii) a Servicing Officer has conducted an examination of the activities of each Sub-Servicer during the immediately preceding year and its performance under its Sub-Servicing Agreement, (iv) a Servicing Officer has examined each Sub-Servicer fidelity bond and Sub-Servicer errors and omissions insurance policy and that each such bond and policy are in effect and conform to the requirements of the Sub-Servicer's Sub-Servicing Agreement and (v) to the best of such Servicing Officer's knowledge, based on such examination, each Sub-Servicer has performed and fulfilled its duties, responsibilities and obligations under its Sub-Servicing Agreement in all material respects throughout such year, or if there has been a default in the performance or fulfillment of any such duties, responsibilities or obligations, specifying each such default known to such Servicing Officer and the nature and status of it.

Section 3.19. Annual Independent Public Accountants' Servicing Report. On or before _________ of each year, beginning with the first _________ that occurs at least _________ months after the Cut-off Date, the Master Servicer at its expense shall cause a firm of independent public accountants which is a member of the American Institute of Certified Public Accountants to furnish a statement to the Trustee to the effect that such firm has examined certain documents and records relating to the servicing of the mortgage loans under pooling and servicing agreements substantially similar one to another (such statement to have attached to it a schedule setting forth the pooling and servicing agreements covered by it, including this agreement) and that, on the basis of such examination conducted substantially in compliance with the Uniform Single Audit Program for Mortgage Bankers or the Audit Program for Mortgages serviced for FHLMC, such servicing has been conducted in compliance with such pooling and servicing agreements except for such significant exceptions or errors in records that, in the opinion of such firm, the Uniform Single Audit Program for Mortgage Bankers or the Audit Program for Mortgages serviced for FHLMC requires it to report. In rendering such statement, such firm may rely, as to matters relating to direct servicing of mortgage loans by Sub-Servicers, upon comparable statements for examinations conducted substantially in compliance with the Uniform Single Audit Program for Mortgage Bankers or the Audit Program for Mortgages serviced for FHLMC (rendered within one year of such statement) of independent public accountants with respect to the related Sub-Servicer. For purposes of such statement, such firm may conclusively assume that all pooling and servicing agreements among the Company, the Master Servicer and the Trustee relating to Conduit Mortgage Pass-Through Certificates evidencing an interest in first mortgage loans are substantially similar one to another except for any such pooling and servicing agreement which, by its terms, specifically states otherwise.

Section 3.20. Application of Buydown Funds. With respect to each Buydown Mortgage Loan, the Master Servicer has deposited Buydown Funds in an interest-bearing custodial account (the "Buydown Account"), which shall be an Eligible Account. In the case of a Buydown Mortgage Loan in respect of which the buydown plan requires that only the Buydown Funds (and not any earnings thereon) be applied to payments of interest on such Buydown Mortgage Loan, such Buydown Funds shall be equal to an aggregate amount of payments that, when added, as required by such buydown plan, to the amount required to be paid by the related mortgagor on each Due Date in accordance with such buydown plan, is equal to the full monthly payment due on such Due Date. In the case of a Buydown Mortgage Loan in respect of which the amount of the Buydown Funds is determined through a discounting process set forth in the related buydown plan, such Buydown Funds shall be equal to an aggregate amount of payments that, together with Buydown Earnings on them computed at the rate of 6% per annum [compounded monthly], when added, as required by such buydown plan, to the amount required to be paid by the related Mortgagor on each Due Date in accordance with such buydown plan, is equal to the full monthly payment due on such Due Date. The Master Servicer will withdraw from the Buydown Account and deposit in the Certificate Account on or before each Distribution Date the amount, if any, of the Buydown Funds and Buydown Earnings on them, if any, for each Buydown Mortgage Loan that, when added to the amount due on such date from the Mortgagor on such Buydown Mortgage Loan, equals the full monthly payment due on such Buydown Mortgage Loan.

If the Mortgagor on a Buydown Mortgage Loan prepays such loan in its entirety during the period (the "Buydown Period") when Buydown Funds are required to be applied to such Buydown Mortgage Loan, the Master Servicer shall withdraw from the Buydown Account and deposit in the Certificate Account the Buydown Funds for such Buydown Mortgage Loan remaining in the Buydown Account. The Buydown Earnings, if any, in respect of such Buydown Mortgage Loan remaining in such Buydown Account shall be withdrawn and disbursed to the Company. The amount of Buydown Funds deposited in the Certificate Account pursuant to the preceding sentence will reduce the amount required to be paid by the Mortgagor to fully prepay the related Mortgage Loan. If the Mortgagor on a Buydown Mortgage Loan defaults on such loan during the Buydown Period and the property securing such Buydown Mortgage Loan is sold in the liquidation of it (either by the Master Servicer, the Insurer or the insurer under any related Primary Insurance Policy), the Master Servicer shall withdraw from the Buydown Account and deposit in the Certificate Account or pay to (i) the Insurer if the Mortgaged Property has been transferred to the Insurer pursuant to the Insurance Policy and 100% of the related claim under the Insurance Policy is paid or (ii) the insurer under any related Primary Insurance Policy if the Mortgaged Property is transferred to such insurer and such insurer pays all of the loss incurred in respect of such default, the Buydown Funds for such Buydown Mortgage Loan still held in the Buydown Account. Any amount deposited in the Certificate Account pursuant to the preceding sentence will reduce the amount owed on the Mortgage Loan. Any Buydown Earnings in respect of such Buydown Funds shall be disbursed to the Company.

Section 3.21. Maintenance of the Bankruptcy Bond; Collections under it. The Master Servicer covenants and agrees to exercise its best reasonable efforts to maintain and keep the Bankruptcy Bond in full force and effect throughout the term of this Agreement unless coverage has been exhausted through payment of claims. The Master Servicer as servicer agrees to pay the premiums for the Bankruptcy Bond on a timely basis. Coverage under the Bankruptcy Bond may be cancelled or reduced by the Master Servicer to the extent permitted by each Rating Agency, provided the then current rating on the Certificates by each Rating Agency is maintained.

In connection with its activities as administrator and servicer of the Mortgage Loans, the Master Servicer agrees to present, on behalf of itself, the Trustee and Certificateholders, claims to the issuer of the Bankruptcy Bond and, in this regard, to take such reasonable action as shall be necessary to permit recovery under the Bankruptcy Bond. Pursuant to Section 3.07, any amounts collected by the Master Servicer under the Bankruptcy Bond shall be deposited in the Certificate Account, subject to withdrawal pursuant to Section 3.10.

Section 3.22. Rights of the Company In Respect of the Master Servicer. The Master Servicer shall afford the Company, upon reasonable notice, during normal business hours access to all records maintained by the Master Servicer in respect of its rights and obligations and under this agreement and access to officers of the Master Servicer responsible for such obligations. Upon request, the Master Servicer shall furnish the Company with its most recent financial statements and such other information as the Master Servicer possesses regarding its business, affairs, property and condition, financial or otherwise. The Company may, but is not obligated to, enforce the obligations of the Master Servicer under this agreement and may, but is not obligated to, perform, or cause a designee to perform, any defaulted obligation of the Master Servicer under this agreement or exercise the rights of the Master Servicer under this agreement; provided that the Master Servicer shall not be relieved of any of its obligations under this agreement by virtue of such performance by the Company or its designee. The Company shall not have any responsibility or liability for any action or failure to act by the Master and is not obligated to supervise the performance of the Master Servicer under this agreement or otherwise.

ARTICLE IV.

Payments to Certificateholders

Section 4.01. Distributions. On each Distribution Date the Master Servicer shall distribute to each Certificateholder of record on the next preceding Record Date (other than as provided in Section 9.01 respecting the final distribution) either by wire transfer in immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities for such transfers, if such Certificateholder has so notified the Master Servicer, or, if such Certificateholder has not so notified the Master Servicer, by check mailed to such Certificateholder at the address of such holder appearing in the Certificate Register such Certificateholder's pro rata share (based on the aggregate Fractional Undivided Interest represented by Certificates held by such holder) of all amounts deposited in the Certificate Account which represent payments of the nature required to be distributed on such Distribution Date pursuant to the form of Certificate hereinbefore set forth and all amounts, if any, which the Master Servicer may become obligated to distribute pursuant to Section 4.03 in respect of such Distribution Date.

Section 4.02. Statements to Certificateholders. Concurrently with each distribution charged to the Certificate Account the Master Servicer shall forward by mail to each Certificateholder and the Company a statement setting forth:

(i) the amount of such distribution allocable to principal, separately identifying the aggregate amount of any Principal Prepayments included in it;

(ii) the amount of such distribution allocable to interest;

(iii) the amount of related servicing compensation received by the Master Servicer and such other customary information as the Master Servicer deems necessary or desirable to enable Certificateholders to prepare their tax returns;

(iv) the aggregate Principal Balance of the Mortgage Loans at the close of business on such Distribution Date;

(v) the number and aggregate principal balances of Mortgage Loans delinquent (a) one month and (b) two or more months;

(vi) the book value (within the meaning of 12 CFR §571.13 or comparable provision) of any real estate acquired through foreclosure or grant of a deed in lieu of foreclosure;

(vii) the amount of coverage under the Insurance Policy as of the close of business on the applicable Determination Date;

(viii) the amount of coverage under the Special Hazard Insurance Policy as of the close of business on the applicable Determination Date;

(ix) the amount of coverage under the Bankruptcy Bond as of the close of business on the applicable Determination Date; and

[(x) the weighted average Pass-Through Rate.]

In the case of information furnished pursuant to subclauses (i)–(iii) above, the amounts shall be expressed as a dollar amount per Single Certificate.

Within a reasonable period of time after the end of each calendar year, the Master Servicer shall furnish to each person who at any time during the calendar year was a Certificateholder a statement containing the information set forth in subclauses (i)–(iii) above aggregated for such calendar year or applicable portion of it during which such person was a Certificateholder. Such obligation of the Master Servicer shall be deemed to have been satisfied to the extent that substantially comparable information shall be provided by the Master Servicer pursuant to any requirements of the Internal Revenue Code as from time to time in force.

Section 4.03. Distribution of Reports to the Trustee and the Company; Advances by the Master Servicer. Prior to the close of business on each Determination Date the Master Servicer shall furnish a statement to the Trustee and the Company (the information in such statement to be made available to Certificateholders by the Master Servicer on request) setting forth the amount to be distributed on the next succeeding Distribution Date per Single Certificate on account of (a) principal and (b) interest. On or before each Distribution Date, the Master Servicer shall either (i) deposit in the Certificate Account an amount equal to the Monthly Advance, if any, or (ii) cause to be made an appropriate entry in the records of the Certificate Account that funds in such account being held for future distribution or withdrawal have been, as permitted by this Section 4.03, used by the Master Servicer in discharge of any such Monthly Advance or (iii) make advances in the form of any combination of (i) and (ii) aggregating the amount of such Monthly Advance. Any funds being held for future distribution to Certificateholders and so used shall be replaced by the Master Servicer by deposit in the Certificate Account on or before any future Distribution Date to the extent that funds in the Certificate Account on such Distribution Date shall be less than payments to Certificateholders required to be made on such date. Any advance made by a Sub-Servicer as described in Section 3.07 that has been deposited in the Certificate Account on or before such Distribution Date shall be deemed to be part of the Monthly Advance made by the Master Servicer pursuant to this Section 4.03.

Section 4.04. Reports of Foreclosures and Abandonment of Mortgaged Property. Each year beginning in 198— the Trustee shall make the reports of foreclosures and abandonments of any Mortgaged Property required by Section 6050J of the Internal Revenue Code of 1954, as amended. In order to facilitate this reporting process, the Master Servicer, on or before January 15th of each year, shall provide to the Trustee reports relating to each instance occurring during the previous calendar year in which the Master Servicer (i) on behalf of the Trustee acquires an interest in a Mortgaged Property through foreclosure or other comparable conversion in full or partial satisfaction of a Mortgage Loan, or (ii) knows or has reason to know that a Mortgaged Property has been abandoned. The reports from the Master Servicer shall be in form and substance sufficient to enable the Trustee to meet the reporting requirements imposed by Section 6050J.

ARTICLE V.

The Certificates

Section 5.01. The Certificates. The Certificates shall be substantially in the form set forth in Article I and shall, on original issue, be executed and delivered by the Company to the Certificate Registrar for authentication and redelivery to or upon the order of the Company upon receipt by the Trustee or one or more Custodians of the documents specified in Section 2.01. The Certificates shall be issued in denominations representing Fractional Undivided Interests equal to that of a Single Certificate or integral multiples of it and shall be executed by manual or facsimile signature on behalf of the Company by its Chairman of the Board, its President or one of its Vice Presidents or Assistant Vice Presidents under its seal imprinted on the Certificate and attested by the manual or facsimile signature of its Secretary or one of its Assistant Secretaries. Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Certificate or did not hold such offices at the date of such Certificates. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless there appears on such Certificate a certificate of authentication substantially in the form provided for herein executed by the Certificate Registrar by manual signature, and such certificate upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered under this agreement. All Certificates shall be dated the date of their authentication.

Section 5.02. Registration of Transfer and Exchange of Certificates. The Company shall cause to be kept at one of the offices or agencies to be appointed by the Company in accordance with the provisions of Section 6.05 a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Certificates and of transfers and exchanges of Certificates as provided in this agreement. _________ is initially appointed Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as provided in this agreement.

Upon surrender for registration of transfer of any Certificate at any office or agency of the Company maintained for such purpose pursuant to Section 6.05, the Company shall execute and the Certificate Registrar shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of a like aggregate Fractional Undivided Interest.

At the option of the Certificateholders, Certificates may be exchanged for other Certificates of authorized denominations of a like aggregate Fractional Undivided Interest, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange the Company shall execute and the Certificate Registrar shall authenticate and deliver the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer or exchange shall (if so required by the Company or the Certificate Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Certificate Registrar duly executed by, the holder of it or h— attorney duly authorized in writing.

No service charge shall be made for any transfer or exchange of Certificates, but the Company may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates.

All Certificates surrendered for transfer and exchange shall be destroyed by the Certificate Registrar.

Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates. If (i) any mutilated Certificate is surrendered to the Certificate Registrar, or the Company and the Certificate Registrar receive evidence to their satisfaction of the destruction, loss or theft of any Certificate, and (ii) there is delivered to the Company and the Certificate Registrar such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Company or the Certificate Registrar that such Certificate has been acquired by a bona fide purchaser, the Company shall execute and the Certificate Registrar shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like tenor and Fractional Undivided Interest. Upon the issuance of any new Certificate under this Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation to it and any other expenses (including the fees and expenses of the Certificate Registrar) connected with it. Any duplicate Certificate issued pursuant to this Section shall constitute complete and indefeasible evidence of ownership in the Trust Fund, as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time.

Section 5.04. Persons Deemed Owners. Prior to due presentation of a Certificate for registration of transfer, the Company, the Master Servicer, the Trustee, the Certificate Registrar and any the agent of the Company, the Master Servicer, the Trustee or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions pursuant to Section 4.01 and for all other purposes whatsoever, and neither the Company, the Master Servicer, the Trustee, the Certificate Registrar nor any agent of the Company, the Master Servicer, the Trustee or the Certificate Registrar shall be affected by notice to the contrary.

ARTICLE VI.

The Company and the Master Servicer

Section 6.01. Respective Liabilities of the Company and the Master Servicer. The Company and the Master Servicer shall each be liable in accordance with this agreement only to the extent of the obligations specifically and respectively imposed upon and undertaken by the Company and the Master Servicer in this agreement. By way of illustration and not limitation, the Company is not liable for the servicing and administration of the Mortgage Loans, nor is it obligated by Section 7.01 to assume any obligations of the Master Servicer or to appoint a designee to assume such obligations, nor is it liable for any other obligation under this agreement that it may, but is not obligated to, assume unless it elects to assume such obligation in accordance with this agreement.

Section 6.02. Merger or Consolidation of the Company and the Master Servicer. The Company and, subject to Section 2.03(a)(ii), the Master Servicer will each keep in full effect its existence, rights and franchises as a corporation under the laws of the state of its incorporation, and will each obtain and preserve its qualification to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Certificates or any of the Mortgage Loans and to perform its respective duties under this Agreement.

Any Person into which the Company or the Master Servicer may be merged or consolidated, or any corporation resulting from any merger or consolidation to which the Company or the Master Servicer shall be a party, or any Person succeeding to the business of the Company or the Master Servicer, shall be the successor of the Company or the Master Servicer, as the case may be, under this agreement, without the execution or filing of any paper or any further act on the part of any of the parties to this agreement, anything in this agreement to the contrary notwithstanding; provided, however, that the successor or surviving Person to the Master Servicer shall be qualified to sell mortgage loans to, and service mortgage loans on behalf of, FNMA.

Section 6.03. Limitation on Liability of the Company, the Master Servicer and Others. Neither the Company, the Master Servicer nor any of the directors, officers, employees or agents of the Company or the Master Servicer shall be under any liability to the Trust Fund or the Certificateholders 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 this provision shall not protect the Company, the Master Servicer or any such person against any breach of warranties or representations made in this agreement or any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this agreement. The Company, the Master Servicer and any director, officer, employee or agent of the Company or the Master Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this agreement. The Company, the Master Servicer and any director, officer, employee or agent of the Company or the Master Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this agreement or the Certificates, other than any loss, liability or expense related to any specific Mortgage Loan or Mortgage Loans (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this agreement) and any loss, liability or expense incurred by reason of willful misfeasance, bad faith or gross negligence in the performance of duties under this agreement or by reason of reckless disregard of obligations and duties under this agreement. Neither the Company nor the Master Servicer shall be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its respective duties under this agreement and which in its opinion may involve it in any expense or liability; provided, however, that the Company or the Master Servicer may in its discretion undertake any such action which it may deem necessary or desirable in respect to this agreement and the rights and duties of the parties to this agreement and the interests of the Certificateholders under this agreement. In such event, the legal expenses and costs of such action and any liability resulting from it shall be expenses, costs and liabilities of the Trust Fund and the Company and the Master Servicer shall be entitled to be reimbursed for them out of the Certificate Account as provided by Section 3.10.

Section 6.04. Company and Master Servicer Not to Resign. Neither the Company nor the Master Servicer shall resign from its respective obligations and duties imposed by this agreement on it except upon determination that its duties under this agreement are no longer permissible under applicable law. Any such determination permitting the resignation of the Company or the Master Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee. No such resignation by the Master Servicer shall become effective until the Trustee or a successor servicer shall have assumed the Master Servicer's responsibilities and obligations in accordance with Section 7.02 of this agreement.

Section 6.05. Appointment of Office or Agency. The Company will appoint at its expense an office or agency in the city of _________ where Certificates may be surrendered for registration of transfer or exchange. The Company initially designates the corporate trust office of _________ for the purpose of keeping the Certificate Register. The Company will maintain an office at the address stated in Section 10.05(a) of this agreement where notices and demands to or upon the Company in respect of the Certificates and this agreement may be served. The Company will give prompt written notice to the Trustee of any change in the location of the Certificate Register or any such office or agency. If at any time the Company shall fail to furnish the Trustee with the address of such office, such surrenders may be made at the address of the Company stated in Section 10.05(a) of this agreement.

ARTICLE VII.

Default

Section 7.01. Events of Default. "Event of Default", wherever used in this agreement, means any one of the following events (whatever reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

(i) the Master Servicer shall fail to distribute to Certificateholders any payment required to be made under the terms of the Certificates and this agreement and such failure shall continue unremedied for a period of 5 days after the date upon which written notice of such failure, requiring such failure to be remedied, shall have been given to the Master Servicer by the Trustee or the Company or to the Master Servicer, the Company and the Trustee by the holders of Certificates evidencing Fractional Undivided Interests aggregating not less than 25% of the Trust Fund; or

(ii) the Master Servicer shall fail to observe or perform in any material respect any other of the covenants or agreements on the part of the Master Servicer in the Certificates or contained in this agreement and such failure such continue unremedied for a period of 15 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Trustee or the Company, or to the Master Servicer, the Company and the Trustee by the holders of Certificates evidencing Fractional Undivided Interests aggregating not less than 25% of the Trust Fund; or

(iii) a decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under any present or future federal or state bankruptcy, insolvency or similar law or appointing a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer or the Parent and such decree or order shall have remained in force undischarged or unstayed for a period of 60 days; or

(iv) the Master Servicer or the Parent shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Master Servicer or the Parent or of relating to all or substantially all of the property of the Master Servicer or the Parent; or

(v) the Master Servicer or Parent shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of, or commence a voluntary case under, any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations.

If an Event of Default shall occur, then, and in each and every such case, so long as such Event of Default shall not have been remedied, either the Company or the holders of Certificates evidencing Fractional Undivided Interests aggregating not less than 51% of the Trust Fund, by notice in writing to the Master Servicer (and to the Trustee and the Company if given by the Certificateholders) may terminate all of the rights and obligations of the Master Servicer under this agreement and in and to the Mortgage Loans and the proceeds of them. On or after the receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this agreement, whether with respect to the Certificates or the Mortgage Loans or otherwise, shall pass to and be vested in the Trustee or, if the Company so notifies the Trustee and the Master Servicer, to the Company or its designee pursuant to and under this Section; and, without limitation, the Trustee, the Company and any such designee of the Company is by this agreement authorized and empowered to execute and deliver, on behalf of the Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents, or otherwise. The Master Servicer agrees to cooperate with the Trustee, the Company and any such designee of the Company in effecting the termination of the Master Servicer's responsibilities and rights hereunder, including, without limitation, the transfer to the Trustee or the Company or its designee, as the case may be, for administration by it of all cash amounts which shall at the time be credited to the Certificate Account or may later be received with respect to the Mortgage Loans.

Section 7.02. Trustee or Company to Act; Appointment of Successor. On and after the time the Master Servicer receives a notice of termination pursuant to Section 7.01, the Trustee or the Company or its designee, as the case may be, shall be the successor in all respects to the Master Servicer in its capacity as servicer under this agreement and the transactions set forth or provided for in this agreement and shall be subject to all the responsibilities, duties and liabilities relating to them placed on the Master Servicer by the terms and provisions of this agreement (except that if the Trustee is prohibited by law from obligating itself to make advances regarding delinquent Mortgage Loans, then the Trustee shall not be obligated to make Monthly Advances pursuant to Section 4.03). As compensation for this, the Trustee or the Company or its designee, as the case may be, shall be entitled to all funds relating to the Mortgage Loans which the Master Servicer would have been entitled to charge to the Certificate Account if the Master Servicer had continued to act under this agreement. If the Trustee has become the successor to the Master Servicer in accordance with Section 7.01, then notwithstanding the above, the Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act (exclusive of the obligations set forth in Section 4.03), appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution having a net worth of not less than $10,000,000 as the successor to the Master Servicer under this agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer under this agreement. Pending appointment of a successor to the Master Servicer under this agreement, the Trustee, unless the Company has notified it pursuant to Section 7.01 that the Company or its designee will become the successor to the Master Servicer, shall act in such capacity as provided above. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Master Servicer under this agreement. The Company, the Trustee, any Custodian and such successor shall take such action, consistent with this agreement, as shall be necessary to effectuate any such succession.

Section 7.03. Notification to Certificateholders.

ARTICLE VIII.

Concerning the Trustee

Section 8.01. Duties of Trustee. The Trustee, prior to the occurrence of an Event of Default and after the curing of all Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this agreement. In case an Event of Default has occurred (which has not been cured), the Trustee shall exercise such of the rights and powers vested in it by this agreement, and use the same degree of care and skill in their exercise as a prudent investor would exercise or use under the circumstances in the conduct of such investor's own affairs.

The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform to the requirements of this agreement.

No provision of this agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own misconduct; provided, however, that:

(i) Prior to the occurrence of an Event of Default, and after the curing of all such Events of Default which may have occurred, the duties and obligations of the Trustee shall be determined solely by the express provisions of this agreement, the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this agreement, no implied covenants or obligations shall be read into this agreement against the Trustee and, in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed in them, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this agreement;

(ii) The Trustee shall be personally liable for an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and

(iii) The Trustee shall not be personally liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the direction of Certificateholders holding Certificates which evidence Fractional Undivided Interests aggregating not less than 25% of the Trust Fund relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this agreement.

Section 8.02. Certain Matters Affecting the Trustee. Except as otherwise provided in Section 8.01:

(i) The Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, Officers' Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;

(ii) The Trustee may consult with counsel and any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it under this agreement in good faith and in accordance with such Opinion of Counsel;

(iii) The Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this agreement or to institute, conduct or defend any litigation under this agreement or in relation to this agreement at the request, order or direction of any of the Certificateholders, pursuant to the provisions of this agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred in or by such litigation; nothing contained in this agreement shall, however, relieve the Trustee of the obligation, upon the occurrence of an Event of Default (which has not been cured), to exercise such of the rights and powers vested in it by this agreement, and to use the same degree of care and skill in their exercise as a prudent investor would exercise or use under the circumstances in the conduct of such investor's own affairs;

(iv) The Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this agreement;

(v) Prior to the occurrence of an Event of Default under this agreement and after the curing of all Events of Default which may have occurred, the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing so to do by holders of Certificates evidencing Fractional Undivided Interests aggregating not less than 25% of the Trust Fund; provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this agreement, the Trustee may require reasonable indemnity against such expense or liability as a condition to so proceeding. The reasonable expense of every such examination shall be paid by the Master Servicer or, if paid by the Trustee, shall be repaid by the Master Servicer upon demand; and

(vi) The Trustee may execute any of the trusts or powers hereunder or perform any duties under this agreement either directly or by or through agents or attorneys.

Section 8.03. Trustee Not Liable for Certificates or Mortgage Loans. The recitals contained in this agreement and in the Certificates (other than the certificate of authentication on the Certificates) shall be taken as the statements of the Company or the Master Servicer as the case may be, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this agreement or of the Certificates or of any Mortgage Loan or related document. The Trustee shall not be accountable for the use or application by the Company or the Master Servicer of any of the Certificates or of the proceeds of such Certificates, or for the use or application of any funds paid to the Company or the Master Servicer in respect of the Mortgage Loans or deposited in or withdrawn from the Certificate Account by the Company or the Master Servicer.

Section 8.04. Trustee May Own Certificates. The Trustee in its individual or any other capacity may become the owner or pledgee of Certificates with the same rights it would have if it were not Trustee.

Section 8.05. Master Servicer to Pay Trustee's Fees and Expenses. The Master Servicer covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) for all services rendered by it in the execution of the trusts created by this agreement and in the exercise and performance of any of the powers and duties under this agreement of the Trustee, and the Master Servicer will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this agreement (including the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence or bad faith.

Section 8.06. Eligibility Requirements for Trustee. The Trustee under this agreement shall at all times be a corporation having its principal office in a state and city acceptable to the Company and organized and doing business under the laws of such state or the United States of America, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $50,000,000 and subject to supervision or examination by federal or state authority. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of such supervising or examining authority, then for the purposes of this Section the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07.

Section 8.07. Resignation and Removal of the Trustee. The Trustee may at any time resign and be discharged from the trusts by this agreement created by giving written notice of it to the Company. Upon receiving such notice of resignation, the Company shall promptly appoint a successor trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee. If no successor trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee.

If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request for it by the Company, or if at any time the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Company may remove the Trustee and appoint a successor trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee.

The holders of Certificates evidencing Fractional Undivided Interests aggregating more than 50% of the Trust Fund may at any time remove the Trustee and appoint a successor trustee by written instrument or instruments, in triplicate, signed by such holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Company, one complete set to the Trustee so removed and one complete set to the successor so appointed.

Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section shall become effective upon acceptance of appointment by the successor trustee as provided in Section 8.08.

Section 8.08. Successor Trustee. Any successor trustee appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Company and to its predecessor trustee an instrument accepting such appointment under this agreement, and the resignation or removal of the predecessor trustee shall then become effective and such successor trustee, shall become effective and such successor trustee, without any further act, deed or conveyance, shall become fully vested with all the rights powers, duties and obligations of its predecessor under this agreement, with the like effect as if originally named as trustee in this agreement. The predecessor trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements held by it under this agreement (other than any Mortgage Files at the time held by a Custodian, which shall become the agent of any successor trustee under this agreement), and the Company, the Master Servicer and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties and obligations.

No successor trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06.

Upon acceptance of appointment by a successor trustee as provided in this Section, the Company shall mail notice of the succession of such trustee under this agreement to all holders of Certificates at their addresses as shown in the Certificate Register. If the Company fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Company.

Section 8.09. Merger or Consolidation of Trustee. Any corporation into which the Trustee may be merged or converted or with which it may be consolidated or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to the business of the Trustee, shall be the successor of the Trustee under this agreement, provided such corporation shall be eligible under the provisions of Section 8.06, without the execution or filing of any paper or any further act on the part of any of the parties to this agreement, anything in this agreement to the contrary notwithstanding.

Section 8.10. Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provisions of this agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Fund or property securing the same may at the time be located, the Company and the Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Trustee to act as co-trustee or co-trustees, jointly with the Trustee, or separate trustee or separate trustees, of all or any part of the Trust Fund, and to vest in such Person or Persons, in such capacity, such title to the Trust Fund, or any part of it, and, subject to the other provisions of this Section 8.10, such powers, duties, obligations, rights and trusts as the Company and the Trustee may consider necessary or desirable. If the Company shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, or in case an Event of Default shall have occurred and be continuing, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under this agreement shall be required to meet the terms of eligibility as a successor trustee under Section 8.06 under this agreement and no notice to holders of Certificates of the appointment of co-trustee(s) or separate trustee(s) shall be required under Section 8.08 of this agreement.

In the case of any appointment of a co-trustee or separate trustee pursuant to this Section 8.10 all rights, powers, duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the Trustee and such separate trustee or co-trustee jointly, except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed (whether as Trustee under this agreement or as successor to the Master Servicer under this agreement), the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Fund or any portion thereof in any jurisdiction) shall be exercised and performed by such separate trustee or co-trustee at the direction of the Trustee.

Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this agreement and the conditions of this Article VIII. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Trustee or separately, as may be provided in the instrument, subject to all the provisions of this agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trustee. Every such instrument shall be filed with the Trustee.

The right of the Company to repurchase all Mortgage Loans pursuant to (i) above shall be conditioned upon the Principal Balances of such Mortgage Loans at the time of any such repurchase aggregating less than 10% of the aggregate Principal Balance of the Mortgage Loans at the Cut-off Date. If such right is exercised, the Company shall provide to the Trustee the certification required by Section 3.15 and the Trustee and any Custodians shall promptly release to the Company the Mortgage Files pertaining to the Mortgage Loans being repurchased.

Notice of any termination, specifying the Distribution Date upon which the Certificateholders may surrender their Certificates to the Company for payment of the final distribution and cancellation, shall be given promptly by the Company by letter to Certificateholders mailed not earlier than the 15th day and not later than the 25th day of the month next preceding the month of such final distribution specifying (A) the Distribution Date upon which final payment of the Certificates will be made upon presentation and surrender of Certificates at the office of the Company designated in it, (B) the amount of any such final payment and (C) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Company specified in it. The Company shall give such notice to the Certificate Registrar at the time such notice is given to Certificateholders. In the event such notice is given, the Company shall deposit in the Certificate Account on the applicable Distribution Date an amount equal to the repurchase price for the Mortgage Loans and all property acquired in respect of any Mortgage Loan remaining in the Trust Fund. Upon presentation and surrender of the Certificates, the Company shall cause to be distributed to Certificateholders an amount equal to (i) the amount otherwise distributable on such Distribution Date but for such repurchase and (ii) the repurchase price for the Mortgage Loans and all property acquired in respect of any Mortgage Loan remaining in the Trust Fund calculated as above provided. Upon certification to the Trustee by a Servicing Officer, following such final deposit, the Trustee and any Custodians shall promptly release to the Company the Mortgage Files for the repurchased Mortgage Loans.

In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six months after the time specified in the above-mentioned written notice, the Company shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect to them. If within one year after the second notice all the Certificates shall not have been surrendered for cancellation, the Company may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost of them shall be paid out of the funds and other assets which remain subject to this agreement.

Any separate trustee or co-trustee may, at any time, constitute the Trustee its agent or attorney-in-fact, with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

Section 8.11. Appointment of Custodians. The Trustee may, with the consent of the Company, appoint one or more Custodians to hold all or a portion of the Mortgage Files as agent for the Trustee, by entering into a Custodial Agreement. Subject to Article VIII, the Trustee agrees to comply with the terms of each Custodial Agreement and to enforce the terms and provisions of it against the Custodian for the benefit of the Certificateholders. Each Custodian shall be a depository institution subject to supervision by federal or state authority, shall have a combined capital and surplus of at least $10,000,000 and shall be qualified to do business in the jurisdiction in which it holds any Mortgage File. Each Custodial Agreement may be amended only as provided in Section 10.01.

ARTICLE IX.

Termination

Section 9.01. Termination Upon Repurchase by the Company or Liquidation of All Mortgage Loans. The respective obligations and responsibilities of the Company, the Master Servicer and the Trustee created by this agreement (other than the obligation of the Company to make payments to Certificateholders as set forth below) shall terminate upon (i) the repurchase by the Company of all Mortgage Loans and all property acquired in respect of any Mortgage Loan remaining in the Trust Fund at a price equal to the greater of (a) 100% of the Principal Balance of each Mortgage Loan as of the day of repurchase plus accrued interest on it at the Pass-Through Rate to the first day of the month following repurchase plus the appraised value of any such property, such appraisal to be conducted by an appraiser mutually agreed upon by the Company and the Trustee, and (b) the then fair market value of the Certificates (as defined below), or (ii) the later of the final payment or other liquidation (or any advance with respect to it) of the last Mortgage Loan remaining in the Trust Fund or the disposition of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan; provided, however, that in no event shall the trust created by this agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the Court of St. James, living on the date of this agreement.

For purposes of this Section 9.01, the fair market value of the Certificates shall be deemed to be (1) the most recent bid price for the Certificates in the over-the-counter securities market if the Certificates are traded in such market, or (2) if the Certificates are traded on a securities exchange, the average closing sale price for the Certificates on such securities exchange for the last five trading days of such exchange immediately preceding such repurchase, or (3) if the Certificates are not so traded, a value determined on the basis of current prices of securities deemed by the Company to be most comparable to the Certificates, in each case together with accrued interest at the Pass-Through Rate on the aggregate Principal Balance of the Mortgage Loans to the first day of the month following repurchase.

ARTICLE X.

Miscellaneous Provisions

Section 10.01. Amendment. This agreement or any Custodial Agreement may be amended from time to time by the Company, the Master Servicer and the Trustee, without the consent of any of the Certificateholders, to cure any ambiguity, to correct or supplement any provisions in them, which may be inconsistent with any other provisions in them, or to make any other provisions with respect to matters or questions arising under this agreement or such Custodial Agreement which shall not be inconsistent with the provisions of this agreement, provided that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Certificateholder.

This Agreement or any Custodial Agreement may also be amended from time to time by the Company, the Master Servicer and the Trustee with the consent of the holders of Certificates evidencing Fractional Undivided Interests aggregating not less than 66% of the Trust Fund for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this agreement or such Custodial Agreement or of modifying in any manner the rights of the holders of Certificates; provided, however, that no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received on Mortgage Loans which are required to be distributed on any Certificate without the consent of the holder of such Certificate or (ii) reduce the percentage of Certificates the holders of which are required to consent to any such amendment, without the consent of the holders of all Certificates then outstanding.

Promptly after the execution of any such amendment the Trustee shall furnish written notification of the substance of such amendment to each Certificateholder.

It shall not be necessary for the consent of Certificateholders under this Section 10.01 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent shall approve the substance of it. The manner of obtaining such consents and of evidencing the authorization of the execution of them by Certificateholders shall be subject to such reasonable regulations as the Trustee may prescribe.

Section 10.02. Recordation of Agreement. To the extent permitted by applicable law, this agreement is subject to recordation in all appropriate public offices for real property records in all the counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the Master Servicer and at its expense on direction by the Trustee, but only upon direction accompanied by an Opinion of Counsel to the effect that such recordation materially and beneficially affects the interests of the Certificateholders.

For the purpose of facilitating the recordation of this agreement as provided in this agreement and for other purposes, this agreement may be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and such counterparts shall constitute but one and the same instrument.

Section 10.03. Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this agreement or the Trust Fund, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the Trust Fund, nor otherwise affect the rights, obligations and liabilities of the parties to this agreement or any of them.

No Certificateholder shall have any right to vote (except as provided in Section 10.01) or in any manner otherwise control the operation and management of the Trust Fund, or the obligations of the parties to this agreement nor shall anything here set forth in this agreement, or contained in the terms of the Certificates, be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder be under any liability to any third person by reason of any action taken by the parties to this agreement pursuant to any provision of it.

No Certificateholder shall have any right by virtue of any provision of this agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this agreement, unless such holder previously shall have given to the Trustee a written notice of default and of the continuance of it, as provided above, and unless also the holders of Certificates evidencing Fractional Undivided Interests aggregating not less than 25% of the Trust Fund shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee under this agreement and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred in or by it, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one or more holders of Certificates shall have any right in any manner whatever by virtue of any provision of this Agreement to affect, disturb or prejudice the rights of the holders of any other of such Certificates, or to obtain or seek to obtain priority over or preference to any other such holder, or to enforce any right under this agreement, except in the manner provided it and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Section 10.04. Governing Law. This agreement and the Certificates shall be construed in accordance with the laws of the State of New York and the obligations, rights and remedies of the parties under this agreement shall be determined in accordance with such laws.

Section 10.05. Notices. All demands and notices under this agreement shall be in writing and shall be deemed to have been duly given if personally delivered at or mailed by registered mail, postage prepaid, to (a) in the case of the Company, _________, Attention: President, or such other address as may hereafter be furnished to the Master Servicer and the Trustee in writing by the Company, (b) in the case of the Master Servicer, _________, or such other address as may be hereafter furnished to the Company and the Trustee by the Master Servicer in writing, (c) in the case of the Trustee, _________, or such other address as may hereafter be furnished to the Company and the Master Servicer in writing by the Trustee. Any notice required or permitted to be mailed to a Certificateholder shall be given by registered mail, postage prepaid, at the address of such holder as shown in the Certificate Register. Any notice so mailed within the time prescribed in this agreement shall be conclusively presumed to have been duly given, whether or not the Certificateholder receives such notice.

Section 10.06. Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this agreement shall be for any reason whatever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this agreement and shall in no way affect the validity or enforceability of the other provisions of this agreement or of the Certificates or the rights of the holders of them.

In Witness of which, the Company, the Master Servicer and the Trustee have caused their names to be signed to this agreement by their respective officers duly authorized to do so and their respective seals, duly attested, to be affixed to this agreement, all as of the day and year first above written.