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 discharg