Common use of Advance Facility Clause in Contracts

Advance Facility. (a) The Servicer is hereby authorized to enter into any facility with any Person (any such Person, an “Advance Facility Counterparty”) under which the Servicer may pledge or sell its rights to receive reimbursement of Advances pursuant to this Agreement (“Advance Reimbursement Rights”) pursuant to credit facilities, repurchase facilities, or similar facilities providing liquidity for the funding of Advances, including facilities providing that such Advance Facility Counterparty may make all or a portion of the Advances (any such facility, an “Advance Facility”), although no Advance Facility shall reduce or otherwise affect the Servicer’s obligations to fund such Advances. If so required pursuant to the terms of an Advance Facility, to the extent that an Advance Facility Counterparty makes all or a portion of any Advance and the Advance Facility Counterparty and the Servicer provide the Trustee and the NIMS Insurer, if any, with notice acknowledged by the Servicer that such Advance Facility Counterparty is entitled to reimbursement, such Advance Facility Counterparty shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent provided. Such notice from the Advance Facility Counterparty and the Servicer must specify the amount of the reimbursement and must specify which Section of this Agreement permits the Advance to be reimbursed. The Trustee and the NIMS Insurer, if any, shall be entitled to rely without independent investigation on the Advance Facility Counterparty’s statement with respect to the amount of any reimbursement pursuant to this Section 3.20 and with respect to the Advance Facility Counterparty’s statement with respect to the Section of this Agreement permits the Advance to be reimbursed. An Advance Facility Counterparty whose obligations are limited to the making of Advances will not be deemed to be a subservicer under this Agreement. (b) If so required pursuant to the terms of an Advance Facility, the Servicer is hereby authorized to and shall pay, to the Advance Facility Counterparty (i) reimbursements for Advances; and (ii) all or such portion of the Servicing Fee as may be so specified in the Advance Facility, that would otherwise be payable to the Servicer pursuant to this Agreement. (c) Upon request of the Servicer and provision by the Servicer of all necessary forms, the Trustee agrees to execute such reasonable acknowledgments, certificates, and other reasonable documents recognizing the interests of any Advance Facility Counterparty in such Advance Reimbursement Rights and Servicing Fees as the Servicer may cause to be made subject to Advance Facilities pursuant to this Section 3.20, and such other documents in connection with such Advance Facilities as may be reasonably requested from time to time by any Advance Facility Counterparty. The implementation of the arrangement described in this Section shall not require the consent of Certificateholders, the NIMS Insurer, if any, or the Trustee. (d) The Servicer shall indemnify the Trustee, the Trust Fund, each Certificateholder and any NIMS Insurer for any and all claims, losses, liabilities, damages, costs and expenses resulting from any claim by the Advance Facility Counterparty, except (with respect to the Trustee and any successor servicer) to the extent that such claim, loss, liability, damages or expense results from or arises out of the negligence, recklessness or willful misconduct of the Trustee or successor servicer, or failure by the Trustee or successor servicer to remit funds as required by this Agreement, or the commission of any act or an omission to act by the Trustee or successor servicer and the expiration of any applicable cure or grace period such that an Event of Default under this Agreement occurs or such entity is subject to termination for cause under this Agreement. (e) Any amendment to this Section 3.20 or to any other provision of this Agreement that may be necessary or appropriate to effect the terms of an Advance Facility as described generally in this Section, including amendments to add provisions relating to a successor servicer, may be entered into by the Seller, the Depositor, the Servicer and the Trustee without the consent of any Certificateholder, provided that such amendment is otherwise effected in compliance with the provisions of Section 11.01. All reasonable costs and expenses (including attorneys’ fees) incurred by each party hereto or incurred by (or that would otherwise be incurred by) the Trust Fund shall be borne solely by the Servicer. The parties hereto acknowledge and agree that (i) any Advances and/or Servicing Advances financed by and/or pledged to an Advance Facility Counterparty under any Advance Facility are obligations owed to the Servicer payable only from the cash flows and proceeds received under this Agreement for reimbursement of Advances and/or Servicing Advances to the extent provided herein, and the Trustee is not, as a result of the existence of any Advance Facility, obligated or liable to repay any Advances or Servicing Advances financed by the Advance Facility Counterparty; (ii) the Servicer will be responsible for remitting to the Advance Facility Counterparty the applicable amounts collected by it as reimbursement for Advances and/or Servicing Advances funded by the Advance Facility Counterparty, subject to the provisions of this Agreement; and (iii) the Trustee shall not have any responsibility to track or monitor the administration of the financing arrangement between the Servicer and any Advance Facility Counterparty.

Advance Facility. (a) The Servicer is hereby authorized to enter into any a financing or other facility with any Person (any such Person, an “Advance Facility Counterparty”) under which the Servicer may pledge or sell its rights to receive reimbursement of Advances pursuant to this Agreement (“Advance Reimbursement Rights”) pursuant to credit facilities, repurchase facilities, or similar facilities providing liquidity for the funding of Advances, including facilities providing that such Advance Facility Counterparty may make all or a portion of the Advances (any such facilityarrangement, an “Advance Facility”), although no Advance Facility shall reduce ) under which (1) the Servicer assigns or otherwise affect pledges to another Person (an “Advancing Person”) the Servicer’s obligations 's rights under this Agreement to be reimbursed for any Advances or Servicing Advances and/or (2) an Advancing Person agrees to fund such Advances. If so (i) a portion of the purchase price of the servicing rights attributable to the Mortgage Loans or (ii) some or all Advances and/or Servicing Advances required to be made by the Servicer pursuant to this Agreement. No consent of the terms of Owner is required before the Servicer may enter into an Advance Facility; provided, however, that the consent of the Owner shall be required before the Servicer may cause to be outstanding at one time more than one Advance Facility with respect to Advances or more than one Advance Facility with respect to Servicing Advances. Notwithstanding the existence of any Advance Facility under which an Advancing Person agrees to fund Advances and/or Servicing Advances on the Servicer's behalf, the Servicer shall remain obligated pursuant to this Agreement to make Advances and Servicing Advances pursuant to and as required by this Agreement, and shall not be relieved of such obligations by virtue of such Advance Facility. To the extent that an Advance Facility Counterparty Advancing Person makes all or a portion of any Advance or any Servicing Advance and provides the Advance Facility Counterparty and the Servicer provide the Trustee and the NIMS Insurer, if any, Owner with notice acknowledged by the Servicer that such Advance Facility Counterparty Advancing Person is entitled to reimbursement, such Advance Facility Counterparty Advancing Person shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent providedprovided in 9.07(b). Such notice from the Advance Facility Counterparty and the Servicer Advancing Person must specify the amount of the reimbursement and must specify which Section of this Agreement permits the applicable Advance or Servicing Advance to be reimbursed. The Trustee and the NIMS Insurer, if any, Owner shall be entitled to rely without independent investigation on the Advance Facility Counterparty’s Advancing Person's statement with respect to the amount of any reimbursement pursuant to this Section 3.20 9.07 and with respect to the Advance Facility Counterparty’s Advancing Person's statement with respect to the Section of this Agreement that permits the applicable Advance or Servicing Advance to be reimbursed. An Advance Facility Counterparty Advancing Person whose obligations are limited to the making of Advances and/or Servicing Advances shall not be required to meet the qualifications of a Servicer or a Sub-Servicer and will not be deemed to be a subservicer Sub-Servicer under this Agreement. (b) If so required the Advancing Person and the Servicer submit to the Owner the notice set forth in subsection (a) above, then the Servicer shall be permitted to pay to the Advancing Person reimbursements for Advances and Servicing Advances from the Collection Account to the same extent the Servicer would have been permitted to reimburse itself for such Advances and/or Servicing Advances in accordance with this Agreement prior to the remittance to the Owner. (c) All Advances and Servicing Advances made pursuant to the terms of an Advance Facility, the Servicer is hereby authorized to this Agreement shall be deemed made and shall pay, to the Advance Facility Counterparty be reimbursed on a “first in-first out” (iFIFO) reimbursements for Advances; and (ii) all or such portion of the Servicing Fee as may be so specified in the Advance Facility, that would otherwise be payable to the Servicer pursuant to this Agreementbasis. (c) Upon request of the Servicer and provision by the Servicer of all necessary forms, the Trustee agrees to execute such reasonable acknowledgments, certificates, and other reasonable documents recognizing the interests of any Advance Facility Counterparty in such Advance Reimbursement Rights and Servicing Fees as the Servicer may cause to be made subject to Advance Facilities pursuant to this Section 3.20, and such other documents in connection with such Advance Facilities as may be reasonably requested from time to time by any Advance Facility Counterparty. The implementation of the arrangement described in this Section shall not require the consent of Certificateholders, the NIMS Insurer, if any, or the Trustee. (d) The Servicer shall indemnify the Trustee, the Trust Fund, each Certificateholder and any NIMS Insurer for any and all claims, losses, liabilities, damages, costs and expenses resulting from any claim by the Advance Facility Counterparty, except (with respect to the Trustee and any successor servicer) to the extent that such claim, loss, liability, damages or expense results from or arises out of the negligence, recklessness or willful misconduct of the Trustee or successor servicer, or failure by the Trustee or successor servicer to remit funds as required by this Agreement, or the commission of any act or an omission to act by the Trustee or successor servicer and the expiration of any applicable cure or grace period such that an Event of Default under this Agreement occurs or such entity is subject to termination for cause under this Agreement. (e) Any amendment to this Section 3.20 or to any other provision of this Agreement that may be necessary or appropriate to effect the terms of an Advance Facility as described generally in this Section, including amendments to add provisions relating to a successor servicer, may be entered into by the Seller, the Depositor, the Servicer and the Trustee without the consent of any Certificateholder, provided that such amendment is otherwise effected in compliance with the provisions of Section 11.01. All reasonable costs and expenses (including attorneys’ fees) incurred by each party hereto or incurred by (or that would otherwise be incurred by) the Trust Fund shall be borne solely by the Servicer. The parties hereto acknowledge and agree that (i) any Advances and/or Servicing Advances financed by and/or pledged to an Advance Facility Counterparty under any Advance Facility are obligations owed to the Servicer payable only from the cash flows and proceeds received under this Agreement for reimbursement of Advances and/or Servicing Advances to the extent provided herein, and the Trustee is not, as a result of the existence of any Advance Facility, obligated or liable to repay any Advances or Servicing Advances financed by the Advance Facility Counterparty; (ii) the Servicer will be responsible for remitting to the Advance Facility Counterparty the applicable amounts collected by it as reimbursement for Advances and/or Servicing Advances funded by the Advance Facility Counterparty, subject to the provisions of this Agreement; and (iii) the Trustee shall not have any responsibility to track or monitor the administration of the financing arrangement between the Servicer and any Advance Facility Counterparty.

Advance Facility. (a) The Servicer is hereby authorized to enter into any a facility (an “Advance Facility”) with any Person which provides that such Person (any such Person, an “Advance Facility CounterpartyAdvancing Person”) under which agrees to fund some or all of the Delinquency Advances and/or Servicing Advances required to be made by the Servicer pursuant to this Agreement or that the Servicer may pledge or sell assign its rights to receive reimbursement of be reimbursed for Delinquency Advances pursuant to this Agreement (“Advance Reimbursement Rights”) pursuant to credit facilities, repurchase facilities, or similar facilities providing liquidity for the funding of and/or Servicing Advances, including facilities providing that such Advance Facility Counterparty may make all directly or a portion of the Advances (any such facilityindirectly, to an “Advance Facility”)Advancing Person, although no such Advance Facility shall reduce or otherwise affect the Servicer’s obligations obligation to fund such Delinquency Advances and/or Servicing Advances. If so required pursuant to the terms of Servicer enters into an Advance Facility, the Servicer and the related Advancing Person shall deliver to the Trustee at the address set forth in Section 11.19 hereof a written notice (an “Advance Facility Notice”), stating the identity of the Advancing Person. If the Servicer enters into such an Advance Facility pursuant to this Section 8.29, upon reasonable request of the Advancing Person, the Trustee shall execute a letter of acknowledgment prepared by the Servicer, confirming its receipt of notice of the existence of such Advance Facility. To the extent that an Advancing Person previously identified in the Advance Facility Counterparty makes all Notice funds any Delinquency Advance or a portion of any Servicing Advance and the Advance Facility Counterparty and the Servicer provide provides the Trustee and the NIMS Insurer, if any, with notice acknowledged by the Servicer an Officer’s Certificate that such Advance Facility Counterparty Advancing Person is entitled to reimbursement, such Advance Facility Counterparty Advancing Person shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent providedprovided in Section 8.29(c). Such notice from the Advance Facility Counterparty and the Servicer Officer’s Certificate must specify the amount of the reimbursement and must specify which reimbursement, the remittance date, the written payment instructions for the Advancing Person, the Section of this Agreement that permits the applicable Delinquency Advance or Servicing Advance to be reimbursedreimbursed and either the section(s) of the Advance Facility that entitle the Advancing Person to receive reimbursement from the Trustee, rather than the Servicer, or proof of an Event of Default by the Servicer under the Advance Facility entitling the Advancing Person to reimbursement from the Trustee. The Trustee shall have no duty or liability with respect to any calculation of any reimbursement to be paid to an Advancing Person and the NIMS Insurer, if any, shall be entitled to conclusively rely without independent investigation on the Advance Facility CounterpartyOfficer’s statement with respect to the amount of any reimbursement Certificate provided pursuant to this Section 3.20 and with respect to the Advance Facility Counterparty’s statement with respect to the Section of this Agreement permits the Advance to be reimbursed8.29. An Advance Facility Counterparty Advancing Person whose obligations hereunder are limited to the making funding of Delinquency Advances and/or Servicing Advances, or who merely receives an assignment or pledge of the Servicer’s rights to be reimbursed for Delinquency Advances and/or Servicing Advances, shall not be required to meet the qualifications of the Servicer or any Sub-Servicer and will not be deemed to be a subservicer Sub-Servicer under this Agreement. (b) If so required pursuant to None of the terms Depositor or the Trustee shall, as a result of an the existence of any Advance Facility, have any additional duty or liability with respect to the Servicer is hereby authorized calculation or payment of any reimbursement for Delinquency Advances or Servicing Advances, nor, as a result of the existence of any Advance Facility, shall the Depositor or the Trustee have any additional responsibility to and shall pay, to track or monitor the administration of the Advance Facility Counterparty (i) or the reimbursement for Delinquency Advances or Servicing Advances, except to remit reimbursements for Advances; and (ii) all or such portion of the Servicing Fee as may be so specified in the Advance Facility, that would otherwise be payable to the Servicer accordance with payment instructions received pursuant to this Agreement. (c) Upon request of the Servicer and provision by the Servicer of all necessary forms, the Trustee agrees to execute such reasonable acknowledgments, certificates, and other reasonable documents recognizing the interests of any Advance Facility Counterparty in such Advance Reimbursement Rights and Servicing Fees as the Servicer may cause to be made subject to Advance Facilities pursuant to this Section 3.20, and such other documents in connection with such Advance Facilities as may be reasonably requested from time to time by any Advance Facility Counterparty8.29(a). The implementation of the arrangement described in this Section shall not require the consent of Certificateholders, the NIMS Insurer, if any, or the Trustee. (d) The Servicer shall indemnify the Depositor, the Trustee, any successor Servicer, any Owner and the Trust Fund, each Certificateholder and any NIMS Insurer for any and all claimsclaim, lossesloss, liabilities, damages, costs and expenses liability or damage resulting from any claim by the Advance Facility CounterpartyAdvancing Person, except (with respect to the Trustee and any successor servicer) to the extent that such claim, loss, liability, damages liability or expense results damage resulted from or arises arose out of the gross negligence, recklessness or willful misconduct on the part of the Trustee Depositor, the Trustee, any successor Servicer or successor servicerany Owner, as the case may be, or failure by the Trustee successor Servicer or successor servicer the Trustee, as the case may be, to remit funds as required by this Agreement, Agreement or the commission of any an act or an omission to act by the Trustee successor Servicer or successor servicer the Trustee, as the case may be, and the expiration passage of any applicable cure or grace period period, such that an a Servicer Termination Event of Default under this Agreement occurs or such entity is subject to termination for cause under this Agreement. (c) If an Advance Facility is entered into, and if the Servicer so notifies the Trustee, then the Servicer shall not seek reimbursement for any Delinquency Advance or Servicing Advance made by an Advancing Person under Section 7.03(b) clause C.29, Section 8.08(d)(D) and (E) and Section 8.09, but instead the Servicer shall remit the amounts relating to Advances to the Trustee in the monthly remittance made to the Trustee on a Monthly Remittance Date in accordance with this Agreement. The Trustee, upon its receipt of an Officer’s Certificate in accordance with Section 8.29 hereof, shall pay to the Advancing Person or to a trustee, agent or custodian designated in the Officer’s Certificate specified in Section 8.29(a), reimbursements for Delinquency Advances and Servicing Advances from the Certificate Account to the same extent the Servicer would have been permitted to reimburse itself from the Principal and Interest Account for such Delinquency Advances and/or Servicing Advances in accordance with Section 7.03(b) clause C.29, Sections 8.08(d)(D) and (E) and Section 8.09, as the case may be, had the Servicer itself funded such Delinquency Advance or Servicing Advance. (d) All Delinquency Advances and Servicing Advances made pursuant to the terms of this Agreement shall be deemed made and shall be reimbursed on a “first in-first out” (FIFO) basis, such that an advance made earlier in time with respect to any Home Equity Loan shall be reimbursed to the Servicer who made that advance, before reimbursement of an advance made later in time with respect to that Home Equity Loan, and a predecessor Servicer’s advances with respect to any particular Home Equity Loan shall be reimbursed before reimbursement of a successor Servicer’s advances with respect to such Home Equity Loan. (e) In making its determination that any Delinquency Advance or Servicing Advance theretofore made has become a Nonrecoverable Advance, the Servicer shall apply the same criteria in making such determination regardless of whether such Delinquency Advance or Servicing Advance shall have been made by the Servicer or any predecessor Servicer. (f) The Servicer shall maintain and provide to any successor Servicer and, upon request, the Trustee a detailed accounting on a loan-by-loan basis as to amounts advanced by, pledged or assigned to, and reimbursed to any Advancing Person. The successor Servicer shall be entitled to rely on any such information provided by the predecessor Servicer, and the successor Servicer shall not be liable for any errors in such information. (g) Any amendment to this Section 3.20 8.29 or to any other provision of this Agreement that may be necessary or appropriate to effect the terms of an Advance Facility as described generally in this SectionSection 8.29, including amendments to add provisions relating to a successor servicerServicer, may be entered into by the Seller, the Depositor, the Servicer Sellers, the Trustee and the Trustee Servicer without the consent of any Certificateholder, provided that such amendment is otherwise effected in compliance complies with the provisions of Section 11.0111.14. All reasonable costs and expenses (including attorneys’ fees) incurred by of each party hereto or incurred by (or that would otherwise be incurred by) the Trust Fund of any such amendment shall be borne solely by the Servicer. The parties hereto hereby acknowledge and agree that that: (ia) any the Delinquency Advances and/or Servicing Advances financed by and/or pledged to an Advance Facility Counterparty Advancing Person under any Advance Facility are obligations owed to the Servicer payable only from the cash flows and proceeds received under this Agreement for reimbursement of Delinquency Advances and/or Servicing Advances only to the extent provided herein, and the Trustee is and the Trust are not, as a result of the existence of any Advance Facility, separately obligated or liable to repay any Delinquency Advances or and/or Servicing Advances financed by the Advance Facility CounterpartyAdvancing Person; (iib) the Servicer will be responsible for remitting to the Advance Facility Counterparty Advancing Person the applicable amounts collected by it as reimbursement for Delinquency Advances and/or Servicing Advances funded by the Advance Facility CounterpartyAdvancing Person, subject to the provisions of this AgreementAgreement and except to the extent an election is made to remit all such reimbursements to the Trustee as described in Section 8.29(c); and (iiic) the Trustee shall not have any responsibility to track or monitor the administration of the financing arrangement between the Servicer and any Advance Facility CounterpartyAdvancing Person.

Advance Facility. (a) The Servicer on behalf of the Issuing Entity, is hereby authorized to enter into any a facility with any Person (any such Person, an “Advance Facility Counterparty”) under which the Servicer may pledge or sell its rights to receive reimbursement of Advances pursuant to this Agreement (“Advance Reimbursement Rights”) pursuant to credit facilities, repurchase facilities, or similar facilities providing liquidity for the funding of Advances, including facilities providing that such Advance Facility Counterparty may make all or a portion of the Advances (any such facilityarrangement, an “Advance Facility”)) with any Person which provides that such Person (an “Advancing Person”) may fund Delinquency Advances and/or Servicing Advances under this Agreement, although no Advance Facility such facility shall reduce or otherwise affect the Servicer’s obligations obligation to fund such Delinquency Advances and/or Servicing Advances. If so No consent of the Indenture Trustee, the Noteholders, the Note Insurer or any other party shall be required pursuant before the Servicer may enter into an Advance Facility nor shall the Indenture Trustee, the Note Insurer or the Noteholders be a third party beneficiary of any obligation of an Advancing Person to the terms of Servicer. If the Servicer enters into an Advance Facility, the Servicer and the related Advancing Person shall deliver to the Indenture Trustee at the address set forth in Section 10.06 hereof a written notice (an “Advance Facility Notice”), stating (a) the identity of the Advancing Person and (b) the identity of the Person (the “Servicer’s Assignee”) that will, subject to Section 5.24(b) hereof, have the right to make withdrawals from the Collection Account pursuant to Section 5.03(b) hereof to reimburse previously unreimbursed Delinquency Advances and/or Servicing Advances (“Advance Reimbursement Amounts”). If the Servicer enters into such an Advance Facility pursuant to this Section 5.24, upon reasonable request of the Advancing Person, the Indenture Trustee shall execute a letter of acknowledgment, as prepared by the Servicer confirming its receipt of written notice of the existence of such Advance Facility. To the extent that an Advancing Person purchases or funds any Delinquency Advance Facility Counterparty makes all or a portion of any Servicing Advance and provides the Advance Facility Counterparty and the Servicer provide the Indenture Trustee and the NIMS Insurer, if any, with written notice acknowledged by the Servicer that such Advance Facility Counterparty Advancing Person is entitled to reimbursementreimbursement directly from the Indenture Trustee pursuant to the terms of the Advance Facility, such Advance Facility Counterparty Advancing Person shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent providedprovided in Section 5.24(b). Such notice from the Advance Facility Counterparty and the Servicer Advancing Person must specify the amount of the reimbursement and must specify which reimbursement, the Section of this Agreement that permits the applicable Delinquency Advance or Servicing Advance to be reimbursedreimbursed and the section(s) of the Advance Facility that entitle the Advancing Person to request reimbursement from the Indenture Trustee, rather than the Servicer, and include the Servicer’s acknowledgment thereto or proof of an Event of Default under the Advance Facility. The Indenture Trustee shall have no duty or liability with respect to any calculation of any reimbursement to be paid to an Advancing Person and the NIMS Insurer, if any, shall be entitled to rely without independent investigation on the Advance Facility CounterpartyAdvancing Person’s statement with respect to the amount of any reimbursement notice provided pursuant to this Section 3.20 and with respect to 5.24. For the avoidance of doubt, an Advancing Person whose obligations under the Advance Facility Counterparty’s statement with respect to the Section of this Agreement permits the Advance to be reimbursed. An Advance Facility Counterparty whose obligations are limited to the making funding of Delinquency Advances will and/or Servicing Advances shall not be deemed considered to be a subservicer under this Agreementhereunder. (b) If so required pursuant to Notwithstanding the terms foregoing, and for the avoidance of an Advance Facilitydoubt, the Servicer is hereby authorized to and shall pay, to the Advance Facility Counterparty (i) reimbursements for Advances; the Servicer and/or the Servicer’s Assignee shall only be entitled to reimbursement of Delinquency Advance reimbursement amounts hereunder from withdrawals from the Collection Account pursuant to Section 5.03(b) and (c) of this Agreement and shall not otherwise be entitled to make withdrawals or receive amounts that shall be deposited in each Payment Account, and (ii) all or such portion none of the Servicing Fee as may be so specified in Indenture Trustee. the Advance FacilityNote Insurer or the Noteholders shall have any right to, that would or otherwise be payable entitled to, receive any Delinquency Advance reimbursement amounts to which the Servicer or Servicer’s Assignee, as applicable, shall be entitled pursuant to this Agreement. Section 5.03(b) and (c) Upon request hereof. An Advance Facility may be terminated by the joint written direction of the Servicer and provision by the Servicer related Advancing Person. Written notice of all necessary formssuch termination shall be delivered to the Indenture Trustee in the manner set forth in Section 10.06 hereof. Neither the Issuing Entity nor the Indenture Trustee shall, as a result of the Trustee agrees to execute such reasonable acknowledgments, certificates, and other reasonable documents recognizing the interests existence of any Advance Facility Counterparty in such Facility, have any additional duty or liability with respect to the calculation or payment of any Delinquency Advance Reimbursement Rights and Servicing Fees reimbursement amount, nor, as a result of the Servicer may cause to be made subject to Advance Facilities pursuant to this Section 3.20, and such other documents in connection with such Advance Facilities as may be reasonably requested from time to time by existence of any Advance Facility Counterparty. The implementation Facility, shall the Issuing Entity or the Indenture Trustee have any additional responsibility to track or monitor the administration of the arrangement described in this Section shall not require the consent of Certificateholders, the NIMS Insurer, if any, Advance Facility or the Trustee. (d) payment of Delinquency Advance reimbursement amounts to the Servicer’s Assignee. The Servicer shall indemnify the Indenture Trustee, any successor Servicer and the Trust Fund, each Certificateholder and any NIMS Insurer Issuing Entity for any and all claimsclaim, lossesloss, liabilities, damages, costs and expenses liability or damage resulting from any claim by the Advance Facility Counterpartyrelated Advancing Person, except (with respect to the Trustee and any successor servicer) to the extent that such claim, loss, liability, damages liability or expense results damage resulted from or arises arose out of the negligence, recklessness or willful misconduct on the part of the Indenture Trustee or any successor servicerServicer, as the case may be, or failure by the Trustee or successor servicer Servicer to remit funds as required by this Agreement, Agreement or the commission of any an act or an omission to act by the Trustee or successor servicer Servicer and the expiration passage of any applicable cure or grace period period, such that an Event of Default under this Agreement occurs or such entity is subject to termination for cause under this Agreement. The Servicer shall maintain and provide to any successor Servicer and, upon request, the Indenture Trustee a detailed accounting on a loan-by-loan basis as to amounts advanced by, pledged or assigned to, and reimbursed to any Advancing Person. The successor Servicer and the Indenture Trustee, as applicable, shall be entitled to rely on any such information provided by the predecessor Servicer, and the successor Servicer and the Indenture Trustee, as applicable, shall not be liable for any errors in such information. (c) If an Advancing Person is entitled to reimbursement for any particular Delinquency Advance or Servicing Advance as set forth in Section 5.24(a), then the Servicer shall not be permitted to reimburse itself therefor under Section 5.03(b) and (c), but instead the Servicer shall include such amounts in the applicable remittance to the Indenture Trustee made pursuant to Section 5.02 to the extent of amounts on deposit in the Collection Account on the related Servicer Remittance Date. The Indenture Trustee is hereby authorized to pay to an Advancing Person reimbursements for Delinquency Advances and Servicing Advances from each Payment Account to the same extent the Servicer would have been permitted to reimburse itself for such Delinquency Advances and/or Servicing Advances in accordance with Section 5.03(b) and (c), had the Servicer made such Delinquency Advance or Servicing Advance. (d) All Delinquency Advances and Servicing Advances made pursuant to the terms of this Agreement shall be deemed made and shall be reimbursed on a “first in first out” (FIFO) basis. In the event the Servicer’s Assignee shall have received some or all of an Delinquency Advance reimbursement amount related to Delinquency Advances and/or Servicing Advances that were made by a Person other than the Servicer or its related Advancing Person in error, then such Servicer’s Assignee shall be required to remit any portion of such Delinquency Advance reimbursement amount to each Person entitled to such portion of such Delinquency Advance reimbursement amount. Without limiting the generality of the foregoing, the Servicer shall remain entitled to be reimbursed pursuant to Section 5.03(b) and (c) for all Delinquency Advances and/or Servicing Advances funded by the Servicer to the extent the related Delinquency Advance reimbursement amounts have not been assigned, sold or pledged to such Advancing Person or Servicer’s Assignee. (e) In the event the Servicer is terminated pursuant to Section 7.01, the Advancing Person shall succeed to the terminated Servicer’s right of reimbursement set forth in Section 5.03(b) and (c) to the extent of such Advancing Person’s financing of Delinquency Advances or Servicing Advances hereunder then remaining unreimbursed. (f) Any amendment to this Section 3.20 5.24 or to any other provision of this Agreement that may be necessary or appropriate to effect the terms of an Advance Facility as described generally in this SectionSection 5.24, including amendments to add provisions relating to a successor servicerServicer, may be entered into by the SellerIndenture Trustee, the Sponsor, the Depositor, the Servicer Issuing Entity and the Trustee Servicer without the consent of any CertificateholderNoteholder or the Note Insurer, provided that such amendment is otherwise effected in compliance complies with the provisions of Section 11.0110.03 hereof. All reasonable costs and expenses (including attorneys’ fees) incurred by of each party hereto or incurred by (or that would otherwise be incurred by) the Trust Fund of any such amendment shall be borne solely by the Servicer. The parties hereto hereby acknowledge and agree that that: (ia) any the Delinquency Advances and/or Servicing Advances financed by by, sold and/or pledged to an Advance Facility Counterparty Advancing Person under any Advance Facility are obligations owed to the Servicer payable only from the cash flows and proceeds received under this Agreement for reimbursement of Delinquency Advances and/or Servicing Advances only to the extent provided herein, and the Indenture Trustee is and the Issuing Entity are not, as a result of the existence of any Advance Facility, obligated or liable to repay any Delinquency Advances or and/or Servicing Advances financed by the Advance Facility CounterpartyAdvancing Person; (iib) the Servicer will be responsible for remitting to the Advance Facility Counterparty Advancing Person the applicable amounts collected by it as reimbursement for Delinquency Advances and/or Servicing Advances purchased or funded by the Advance Facility CounterpartyAdvancing Person, subject to the provisions of this Agreement; and (iiic) the Indenture Trustee shall not have any responsibility to track or monitor the administration of the financing arrangement between the Servicer and any Advance Facility CounterpartyAdvancing Person.

Advance Facility. (a) The With the prior written consent of FSA, each Servicer is hereby authorized to enter into any a financing or other facility with any Person (any such Person, an “Advance Facility Counterparty”) under which the Servicer may pledge or sell its rights to receive reimbursement of Advances pursuant to this Agreement (“Advance Reimbursement Rights”) pursuant to credit facilities, repurchase facilities, or similar facilities providing liquidity for the funding of Advances, including facilities providing that such Advance Facility Counterparty may make all or a portion of the Advances (any such facilityarrangement, an “Advance Facility”)) under which (1) each such Servicer assigns or pledges to another Person (an “Advancing Person”) such Servicer’s rights under this Agreement to be reimbursed for any Advances or Servicing Advances and/or (2) an Advancing Person agrees to fund some or all Advances and/or Servicing Advances required to be made by such Servicer pursuant to this Agreement. No consent of the Trustee, although no Certificateholders or any other party (other than FSA) is required before such Servicer may enter into an Advance Facility; provided, however, that the consent of the Trustee shall be required before such Servicer may cause to be outstanding at one time more than one Advance Facility shall reduce with respect to Advances or otherwise affect more than one Advance Facility with respect to Servicing Advances. Notwithstanding the existence of any Advance Facility under which an Advancing Person agrees to fund Advances and/or Servicing Advances on a Servicer’s behalf, each such Servicer shall remain obligated pursuant to this Agreement to make Advances and Servicing Advances pursuant to and as required by this Agreement, and shall not be relieved of such obligations to fund by virtue of such AdvancesAdvance Facility. If so required pursuant to the terms of each such Servicer enters into an Advance Facility, and for so long as an Advancing Person remains entitled to receive reimbursement for any Advances or Servicing Advances outstanding and previously unreimbursed pursuant to this Agreement, then such Servicer may elect by providing written notice to the Trustee not to be permitted to reimburse itself for Advances and/or Servicing Advances, as applicable, pursuant to Section 3.09(a) of this Agreement, but following any such election such Servicer shall be required to include amounts collected that would otherwise be retained by such Servicer to reimburse it for previously unreimbursed Advances (“Advance Reimbursement Amounts”) and/or previously unreimbursed Servicing Advances (“Servicing Advance Reimbursement Amounts” and together with Advance Reimbursement Amounts, “Reimbursement Amounts”) (in each case to the extent such type of Reimbursement Amount is included in the Advance Facility) in the remittance to the Trustee made pursuant to this Agreement to the extent of amounts on deposit in the Collection Account on the Servicer Remittance Date. Notwithstanding anything to the contrary herein, in no event shall Advance Reimbursement Amounts or Servicing Advance Reimbursement Amounts be included in Interest Remittance Amounts or Principal Remittance Amounts or distributed to Certificateholders. Each Servicer making the election set forth herein shall report to the Trustee the portions of the Reimbursement Amounts that consist of Advance Reimbursement Amounts and Servicing Advance Reimbursement Amounts, respectively. (b) If a Servicer enters into an Advance Facility Counterparty and makes all the election set forth in Section 3.22(a), such Servicer and the related Advancing Person shall deliver to the Trustee a written notice and payment instruction (an “Advance Facility Notice”), providing the Trustee with written payment instructions as to where to remit Advance Reimbursement Amounts and/or Servicing Advance Reimbursement Amounts (each to the extent such type of Reimbursement Amount is included within the Advance Facility) on subsequent Distribution Dates. The payment instruction shall require the applicable Reimbursement Amounts to be distributed to the Advancing Person or to a portion of any trustee or custodian (an “Advance and Facility Trustee”) designated in the Advance Facility Counterparty Notice. An Advance Facility Notice may only be terminated by the joint written direction of the related Servicer and the Servicer provide the Trustee related Advancing Person (and the NIMS Insurer, if any, with notice acknowledged by the Servicer that such any related Advance Facility Counterparty is entitled Trustee); provided, however, that the provisions of this Section 3.22 shall cease to reimbursementbe applicable when all Advances and Servicing Advances funded by an Advancing Person, and when all Advances and Servicing Advances (the rights to be reimbursed for which have been assigned or pledged to an Advancing Person), have been repaid to the related Advancing Person in full. (c) Reimbursement Amounts shall consist solely of amounts in respect of Advances and/or Servicing Advances made with respect to the Mortgage Loans for which the related Servicer would be permitted to reimburse itself in accordance with Section 3.09(ii), (iii) and (iv) hereof, assuming such Advance Facility Counterparty Servicer had made the related Advance(s) and/or Servicing Advance(s). Notwithstanding the foregoing, no Person shall be entitled to receive reimbursement from funds held in the Collection Account for future distribution to Certificateholders pursuant to this Agreement for such amount the provisions of Section 4.01. Neither the Trustee nor FSA shall have any duty or liability with respect to the extent provided. Such notice from the Advance Facility Counterparty calculation of any Reimbursement Amount and the Servicer must specify the amount of the reimbursement and must specify which Section of this Agreement permits the Advance to be reimbursed. The Trustee and the NIMS Insurer, if any, shall be entitled to rely without independent investigation on the Advance Facility CounterpartyNotice and on such Servicer’s statement with respect to report of the amount of any reimbursement Advance Reimbursement Amounts and Servicing Advance Reimbursement Amounts that were included in the remittance from such Servicer to the Trustee pursuant to this Section 3.20 3.09(a)(viii) or (ix). Such Servicer shall maintain and with respect provide to any successor Servicer and (upon request) to FSA a detailed accounting on a loan-by-loan basis as to amounts advanced by, pledged or assigned to, and reimbursed to any Advancing Person. The successor Servicer shall be entitled to rely on any such information provided by the Advance Facility Counterparty’s statement with respect to predecessor Servicer, and the Section of this Agreement permits the Advance to be reimbursed. An Advance Facility Counterparty whose obligations are limited to the making of Advances will successor Servicer shall not be deemed to be a subservicer under this Agreement. (b) If so required pursuant to the terms of an Advance Facility, the Servicer is hereby authorized to and shall pay, to the Advance Facility Counterparty (i) reimbursements liable for Advances; and (ii) all or such portion of the Servicing Fee as may be so specified in the Advance Facility, that would otherwise be payable to the Servicer pursuant to this Agreement. (c) Upon request of the Servicer and provision by the Servicer of all necessary forms, the Trustee agrees to execute such reasonable acknowledgments, certificates, and other reasonable documents recognizing the interests of any Advance Facility Counterparty errors in such Advance Reimbursement Rights and Servicing Fees as the Servicer may cause to be made subject to Advance Facilities pursuant to this Section 3.20, and such other documents in connection with such Advance Facilities as may be reasonably requested from time to time by any Advance Facility Counterparty. The implementation of the arrangement described in this Section shall not require the consent of Certificateholders, the NIMS Insurer, if any, or the Trusteeinformation. (d) The An Advancing Person who receives an assignment or pledge of the rights to be reimbursed for Advances and/or Servicing Advances, and/or whose obligations hereunder are limited to the funding of Advances and/or Servicing Advances shall not be required to meet the criteria for qualification of a Sub-Servicer set forth in Section 3.02 hereof. (e) With respect to any Advance Facility pursuant to which the Servicer has made the election set forth in Section 3.22(a), the documentation establishing any Advance Facility shall require that Reimbursement Amounts distributed with respect to each Mortgage Loan be allocated to outstanding unreimbursed Advances or Servicing Advances (as the case may be) made with respect to that Mortgage Loan on a “first-in, first-out” (FIFO) basis. Such documentation shall also require each electing Servicer to provide to the related Advancing Person or Advance Facility Trustee loan-by-loan information with respect to each Reimbursement Amount distributed by the Trustee to such Advancing Person or Advance Facility Trustee on each Distribution Date, to enable the Advancing Person or Advance Facility Trustee to make the FIFO allocation of each Reimbursement Amount with respect to each Mortgage Loan. Each Servicer shall remain entitled to be reimbursed by the Advancing Person or Advance Facility Trustee for all Advances and Servicing Advances funded by such Servicer to the extent the related rights to be reimbursed therefor have not been assigned or pledged to an Advancing Person. (f) Notwithstanding anything to the contrary in this Agreement, FSA is not and shall not be responsible to track or monitor Reimbursement Amounts or any Advance Facility, and is not and shall not be obligated to make any payment with respect to any Reimbursement Amount. Each Servicer who enters into an Advance Facility shall indemnify FSA, the Trustee, the Trust Fund, each Certificateholder and any NIMS Insurer for successor Servicer, as applicable, from and against any and all claims, losses, liabilities, damages, costs and expenses liabilities or damages resulting from any claim by the Advance Facility Counterpartyrelated Advancing Person, except (with respect to the Trustee and any successor servicer) to the extent that such claim, loss, liability, damages liability or expense results damage resulted from or arises arose out of the negligence, recklessness or willful misconduct on the part of FSA, the Trustee or the successor servicerServicer, or failure by the successor Servicer or the Trustee or successor servicer to remit funds as required by this Agreement, Agreement or the commission of any an act or an omission to act by the Trustee successor Servicer or successor servicer the Trustee, and the expiration passage of any applicable cure or grace period period, such that an Event of Default under this Agreement occurs or such entity is subject to termination for cause under this Agreement. (eg) Notwithstanding anything to the contrary in this Section 3.22, a Servicer shall consult with FSA in determining the manner in which any Advance Facility shall affect a successor Servicer before such Servicer shall enter into an Advance Facility. Any amendment to this Section 3.20 3.22 or to any other provision of this Agreement that may be necessary or appropriate to effect the terms of an Advance Facility as described generally in this SectionSection 3.22, including amendments to add provisions relating to a successor servicerServicer, may be entered into by the SellerTrustee, the Depositor, the Seller and such Servicer and the Trustee without the consent of any Certificateholder, provided that such amendment is otherwise effected in compliance but only with the provisions consent of Section 11.01. All reasonable costs and expenses (including attorneys’ fees) incurred by each party hereto or incurred by (or that would otherwise be incurred by) the Trust Fund shall be borne solely by the Servicer. The parties hereto acknowledge and agree that (i) any Advances and/or Servicing Advances financed by and/or pledged to an Advance Facility Counterparty under any Advance Facility are obligations owed FSA, notwithstanding anything to the Servicer payable only from the cash flows and proceeds received under this Agreement for reimbursement contrary in Section 11.01 of Advances and/or Servicing Advances to the extent provided herein, and the Trustee is not, as a result of the existence of any Advance Facility, obligated or liable to repay any Advances or Servicing Advances financed by the Advance Facility Counterparty; (ii) the Servicer will be responsible for remitting to the Advance Facility Counterparty the applicable amounts collected by it as reimbursement for Advances and/or Servicing Advances funded by the Advance Facility Counterparty, subject to the provisions of elsewhere in this Agreement; and (iii) the Trustee shall not have any responsibility to track or monitor the administration of the financing arrangement between the Servicer and any Advance Facility Counterparty.

Advance Facility. (a) The Servicer on behalf of the Trust Fund is hereby authorized to enter into any a facility with any Person (any such Person, an “Advance Facility Counterparty”) under which the Servicer may pledge or sell its rights to receive reimbursement of Advances pursuant to this Agreement (“Advance Reimbursement Rights”) pursuant to credit facilities, repurchase facilities, or similar facilities providing liquidity for the funding of Advances, including facilities providing provides that such Advance Facility Counterparty Person (an "Advancing Servicer") may make all or a portion of the Advances (any such facility, an “Advance Facility”)to the Trust Fund under this Agreement, although no Advance Facility such facility shall reduce or otherwise affect the Servicer’s 's obligations to fund such Advances. If so required pursuant to the terms of an Advance Facility, to To the extent that an Advance Facility Counterparty Advancing Servicer makes all or a portion of any Advance and the Advance Facility Counterparty and the Servicer provide provides the Trustee and the NIMS Insurer, if any, with notice acknowledged by the Servicer that such Advance Facility Counterparty Advancing Servicer is entitled to reimbursement, such Advance Facility Counterparty Advancing Servicer shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent providedprovided in Section 3.06(b). Such notice from the Advance Facility Counterparty and the Advancing Servicer must specify the amount of the reimbursement and must specify which Section of this Agreement permits the Advance to be reimbursed. The Trustee and the NIMS Insurer, if any, shall be entitled to rely without independent investigation on the Advance Facility Counterparty’s Advancing Servicer's statement with respect to the amount of any reimbursement pursuant to this Section 3.20 3.06 and with respect to the Advance Facility Counterparty’s Advancing Servicer's statement with respect to the Section of this Agreement permits the Advance to be reimbursed. An Advance Facility Counterparty Advancing Servicer whose obligations are limited to the making of Advances will not be deemed to be a subservicer Sub-Servicer under this Agreement. (b) If so required an advancing facility is entered into, then the Servicer shall not be permitted to reimburse itself therefor under Section 3.01(c) of the Standard Terms prior to the remittance to the Trust Fund, but instead the Servicer shall include such amounts in the applicable remittance to the Trustee made pursuant to Section 3.02(a) of the terms of an Advance Facility, the Servicer Standard Terms. The Trustee is hereby authorized to and shall pay, pay to the Advance Facility Counterparty (i) Advancing Servicer, reimbursements for Advances; and Advances from the Asset Proceeds Account to the same extent (iiexcept as provided below) all or the Servicer would have been permitted to reimburse itself for such portion Advances in accordance with Section 3.01(c) of the Servicing Fee as may be so specified in the Advance Facility, that would otherwise be payable to Standard Terms had the Servicer pursuant to this Agreement. (c) Upon request of the itself funded such Advance. An Advancing Servicer and provision by the Servicer of all necessary forms, the Trustee agrees to execute such reasonable acknowledgments, certificates, and other reasonable documents recognizing the interests of any Advance Facility Counterparty in such Advance Reimbursement Rights and Servicing Fees as the Servicer may cause is NOT entitled to be made subject to Advance Facilities pursuant to this Section 3.20, and such other documents in connection with such Advance Facilities as may be reasonably requested from time to time by any Advance Facility Counterparty. The implementation of the arrangement described in this Section shall not require the consent of Certificateholders, the NIMS Insurer, if any, or the Trustee. (d) The Servicer shall indemnify the Trustee, the Trust Fund, each Certificateholder and any NIMS Insurer for any and all claims, losses, liabilities, damages, costs and expenses resulting from any claim by the Advance Facility Counterparty, except (with respect to the Trustee and any successor servicer) to the extent that such claim, loss, liability, damages or expense results from or arises out of the negligence, recklessness or willful misconduct of the Trustee or successor servicer, or failure reimbursed by the Trustee or successor servicer to remit funds as required by this Agreement, or the commission of any act or an omission to act by the Trustee or successor servicer and the expiration of any applicable cure or grace period such that an Event of Default under this Agreement occurs or such entity is subject to termination for cause under this Agreement. (e) Any amendment to this Section 3.20 or to any other provision of this Agreement that may be necessary or appropriate to effect the terms of an Advance Facility as described generally in this Section, including amendments to add provisions relating to a successor servicer, may be entered into by the Seller, the Depositor, the Servicer and the Trustee without the consent of any Certificateholder, provided that such amendment is otherwise effected in compliance with the provisions of Section 11.01. All reasonable costs and expenses (including attorneys’ fees) incurred by each party hereto or incurred by (or that would otherwise be incurred by) the Trust Fund shall be borne solely by the Servicer. The parties hereto acknowledge and agree that (i) any Advances and/or Servicing Advances financed by and/or pledged to an Advance Facility Counterparty under any Advance Facility are obligations owed to the Servicer payable only from the cash flows and proceeds received under this Agreement Asset Proceeds Account for reimbursement of any reimbursed Advances and/or Servicing Advances to from funds held in the extent provided herein, and the Trustee is not, as a result of the existence of any Advance Facility, obligated or liable to repay any Advances or Servicing Advances financed by the Advance Facility Counterparty; (ii) the Servicer will be responsible Asset Proceeds Account for remitting to the Advance Facility Counterparty the applicable amounts collected by it as reimbursement for Advances and/or Servicing Advances funded by the Advance Facility Counterparty, subject to the provisions of this Agreement; and (iii) the Trustee shall not have any responsibility to track or monitor the administration of the financing arrangement between the Servicer and any Advance Facility Counterparty.future distribution pursuant to

Advance Facility. (a) The With respect to the Non-Designated Mortgage Loans, with the prior written consent of FSA, each Servicer is hereby authorized to enter into any a financing or other facility with any Person (any such Person, an “Advance Facility Counterparty”) under which the Servicer may pledge or sell its rights to receive reimbursement of Advances pursuant to this Agreement (“Advance Reimbursement Rights”) pursuant to credit facilities, repurchase facilities, or similar facilities providing liquidity for the funding of Advances, including facilities providing that such Advance Facility Counterparty may make all or a portion of the Advances (any such facilityarrangement, an “Advance Facility”)) under which (1) each such Servicer assigns or pledges to another Person (an “Advancing Person”) such Servicer’s rights under this Agreement to be reimbursed for any Advances or Servicing Advances and/or (2) an Advancing Person agrees to fund some or all Advances and/or Servicing Advances required to be made by such Servicer pursuant to this Agreement. No consent of the Trustee, although no Certificateholders or any other party (other than FSA) is required before such Servicer may enter into an Advance Facility; provided, however, that the consent of the Trustee shall be required before such Servicer may cause to be outstanding at one time more than one Advance Facility shall reduce with respect to Advances or otherwise affect more than one Advance Facility with respect to Servicing Advances. Notwithstanding the existence of any Advance Facility under which an Advancing Person agrees to fund Advances and/or Servicing Advances on a Servicer’s behalf, each such Servicer shall remain obligated pursuant to this Agreement to make Advances and Servicing Advances pursuant to and as required by this Agreement, and shall not be relieved of such obligations to fund by virtue of such AdvancesAdvance Facility. If so required pursuant to the terms of each such Servicer enters into an Advance Facility, and for so long as an Advancing Person remains entitled to receive reimbursement for any Advances or Servicing Advances outstanding and previously unreimbursed pursuant to this Agreement, then such Servicer may elect by providing written notice to the Trustee not to be permitted to reimburse itself for Advances and/or Servicing Advances, as applicable, pursuant to Section 3.09(a) of this Agreement, but following any such election such Servicer shall be required to include amounts collected that would otherwise be retained by such Servicer to reimburse it for previously unreimbursed Advances (“Advance Reimbursement Amounts”) and/or previously unreimbursed Servicing Advances (“Servicing Advance Reimbursement Amounts” and together with Advance Reimbursement Amounts, “Reimbursement Amounts”) (in each case to the extent such type of Reimbursement Amount is included in the Advance Facility) in the remittance to the Trustee made pursuant to this Agreement to the extent of amounts on deposit in the Collection Account on the Servicer Remittance Date. Notwithstanding anything to the contrary herein, in no event shall Advance Reimbursement Amounts or Servicing Advance Reimbursement Amounts be included in Interest Remittance Amounts or Principal Remittance Amounts or distributed to Certificateholders. Each Servicer making the election set forth herein shall report to the Trustee the portions of the Reimbursement Amounts that consist of Advance Reimbursement Amounts and Servicing Advance Reimbursement Amounts, respectively. (b) If a Servicer enters into an Advance Facility Counterparty and makes all the election set forth in Section 3.22(a), such Servicer and the related Advancing Person shall deliver to the Trustee a written notice and payment instruction (an “Advance Facility Notice”), providing the Trustee with written payment instructions as to where to remit Advance Reimbursement Amounts and/or Servicing Advance Reimbursement Amounts (each to the extent such type of Reimbursement Amount is included within the Advance Facility) on subsequent Distribution Dates. The payment instruction shall require the applicable Reimbursement Amounts to be distributed to the Advancing Person or to a portion of any trustee or custodian (an “Advance and Facility Trustee”) designated in the Advance Facility Counterparty Notice. An Advance Facility Notice may only be terminated by the joint written direction of the related Servicer and the Servicer provide the Trustee related Advancing Person (and the NIMS Insurer, if any, with notice acknowledged by the Servicer that such any related Advance Facility Counterparty is entitled Trustee); provided, however, that the provisions of this Section 3.22 shall cease to reimbursementbe applicable when all Advances and Servicing Advances funded by an Advancing Person, and when all Advances and Servicing Advances (the rights to be reimbursed for which have been assigned or pledged to an Advancing Person), have been repaid to the related Advancing Person in full. (c) Reimbursement Amounts shall consist solely of amounts in respect of Advances and/or Servicing Advances made with respect to the Mortgage Loans for which the related Servicer would be permitted to reimburse itself in accordance with Section 3.09(a)(ii), (iii) and (iv) hereof, assuming such Advance Facility Counterparty Servicer had made the related Advance(s) and/or Servicing Advance(s). Notwithstanding the foregoing, no Person shall be entitled to receive reimbursement from funds held in the Collection Account for future distribution to Certificateholders pursuant to this Agreement for such amount the provisions of Section 4.01. Neither the Trustee nor FSA shall have any duty or liability with respect to the extent provided. Such notice from the Advance Facility Counterparty calculation of any Reimbursement Amount and the Servicer must specify the amount of the reimbursement and must specify which Section of this Agreement permits the Advance to be reimbursed. The Trustee and the NIMS Insurer, if any, shall be entitled to rely without independent investigation on the Advance Facility CounterpartyNotice and on such Servicer’s statement with respect to report of the amount of any reimbursement Advance Reimbursement Amounts and Servicing Advance Reimbursement Amounts that were included in the remittance from such Servicer to the Trustee pursuant to this Section 3.20 3.09(a)(viii) or (ix). Such Servicer shall maintain and with respect provide to any successor Servicer and (upon request) to FSA a detailed accounting on a loan-by-loan basis as to amounts advanced by, pledged or assigned to, and reimbursed to any Advancing Person. The successor Servicer shall be entitled to rely on any such information provided by the Advance Facility Counterparty’s statement with respect to predecessor Servicer, and the Section of this Agreement permits the Advance to be reimbursed. An Advance Facility Counterparty whose obligations are limited to the making of Advances will successor Servicer shall not be deemed to be a subservicer under this Agreement. (b) If so required pursuant to the terms of an Advance Facility, the Servicer is hereby authorized to and shall pay, to the Advance Facility Counterparty (i) reimbursements liable for Advances; and (ii) all or such portion of the Servicing Fee as may be so specified in the Advance Facility, that would otherwise be payable to the Servicer pursuant to this Agreement. (c) Upon request of the Servicer and provision by the Servicer of all necessary forms, the Trustee agrees to execute such reasonable acknowledgments, certificates, and other reasonable documents recognizing the interests of any Advance Facility Counterparty errors in such Advance Reimbursement Rights and Servicing Fees as the Servicer may cause to be made subject to Advance Facilities pursuant to this Section 3.20, and such other documents in connection with such Advance Facilities as may be reasonably requested from time to time by any Advance Facility Counterparty. The implementation of the arrangement described in this Section shall not require the consent of Certificateholders, the NIMS Insurer, if any, or the Trusteeinformation. (d) The An Advancing Person who receives an assignment or pledge of the rights to be reimbursed for Advances and/or Servicing Advances, and/or whose obligations hereunder are limited to the funding of Advances and/or Servicing Advances shall not be required to meet the criteria for qualification of a Sub-Servicer set forth in Section 3.02 hereof. (e) With respect to any Advance Facility pursuant to which the Servicer has made the election set forth in Section 3.22(a), the documentation establishing any Advance Facility shall require that Reimbursement Amounts distributed with respect to each Mortgage Loan be allocated to outstanding unreimbursed Advances or Servicing Advances (as the case may be) made with respect to that Mortgage Loan on a “first-in, first-out” (FIFO) basis. Such documentation shall also require each electing Servicer to provide to the related Advancing Person or Advance Facility Trustee loan-by-loan information with respect to each Reimbursement Amount distributed by the Trustee to such Advancing Person or Advance Facility Trustee on each Distribution Date, to enable the Advancing Person or Advance Facility Trustee to make the FIFO allocation of each Reimbursement Amount with respect to each Mortgage Loan. Each Servicer shall remain entitled to be reimbursed by the Advancing Person or Advance Facility Trustee for all Advances and Servicing Advances funded by such Servicer to the extent the related rights to be reimbursed therefor have not been assigned or pledged to an Advancing Person. (f) Notwithstanding anything to the contrary in this Agreement, FSA is not and shall not be responsible to track or monitor Reimbursement Amounts or any Advance Facility, and is not and shall not be obligated to make any payment with respect to any Reimbursement Amount. Each Servicer who enters into an Advance Facility shall indemnify FSA, the Trustee, the Trust Fund, each Certificateholder and any NIMS Insurer for successor Servicer, as applicable, from and against any and all claims, losses, liabilities, damages, costs and expenses liabilities or damages resulting from any claim by the Advance Facility Counterpartyrelated Advancing Person, except (with respect to the Trustee and any successor servicer) to the extent that such claim, loss, liability, damages liability or expense results damage resulted from or arises arose out of the negligence, recklessness or willful misconduct on the part of FSA, the Trustee or the successor servicerServicer, or failure by the successor Servicer or the Trustee or successor servicer to remit funds as required by this Agreement, Agreement or the commission of any an act or an omission to act by the Trustee successor Servicer or successor servicer the Trustee, and the expiration passage of any applicable cure or grace period period, such that an Event of Default under this Agreement occurs or such entity is subject to termination for cause under this Agreement. (eg) Notwithstanding anything to the contrary in this Section 3.22, a Servicer shall consult with FSA in determining the manner in which any Advance Facility shall affect a successor Servicer before such Servicer shall enter into an Advance Facility. Any amendment to this Section 3.20 3.22 or to any other provision of this Agreement that may be necessary or appropriate to effect the terms of an Advance Facility as described generally in this SectionSection 3.22, including amendments to add provisions relating to a successor servicerServicer, may be entered into by the SellerTrustee, the Depositor, the Seller and such Servicer and the Trustee without the consent of any Certificateholder, provided that such amendment is otherwise effected in compliance but only with the provisions consent of Section 11.01. All reasonable costs and expenses (including attorneys’ fees) incurred by each party hereto or incurred by (or that would otherwise be incurred by) the Trust Fund shall be borne solely by the Servicer. The parties hereto acknowledge and agree that (i) any Advances and/or Servicing Advances financed by and/or pledged to an Advance Facility Counterparty under any Advance Facility are obligations owed FSA, notwithstanding anything to the Servicer payable only from the cash flows and proceeds received under this Agreement for reimbursement contrary in Section 11.01 of Advances and/or Servicing Advances to the extent provided herein, and the Trustee is not, as a result of the existence of any Advance Facility, obligated or liable to repay any Advances or Servicing Advances financed by the Advance Facility Counterparty; (ii) the Servicer will be responsible for remitting to the Advance Facility Counterparty the applicable amounts collected by it as reimbursement for Advances and/or Servicing Advances funded by the Advance Facility Counterparty, subject to the provisions of elsewhere in this Agreement; and (iii) the Trustee shall not have any responsibility to track or monitor the administration of the financing arrangement between the Servicer and any Advance Facility Counterparty.

Advance Facility. (a) The Servicer is hereby authorized to enter into any a financing or other facility (an “Advance Facility”) with any Person which provides that such Person (any such Person, an “Advance Facility CounterpartyAdvancing Person”) under which agrees to fund some or all of the Delinquency Advances and/or Servicing Advances required to be made by the Servicer pursuant to this Agreement or that the Servicer may pledge or sell assign its rights to receive reimbursement of be reimbursed for Delinquency Advances pursuant to this Agreement (“Advance Reimbursement Rights”) pursuant to credit facilities, repurchase facilities, or similar facilities providing liquidity for the funding of and/or Servicing Advances, including facilities providing that such Advance Facility Counterparty may make all directly or a portion of the Advances (any such facilityindirectly, to an “Advance Facility”)Advancing Person, although no such Advance Facility shall reduce or otherwise affect the Servicer’s obligations obligation to fund such Delinquency Advances and/or Servicing Advances. No consent of the Depositor, the Trustee, the Certificateholders or any other party shall be required before the Servicer may enter into an Advance Facility. If so required pursuant to the terms of Servicer enters into an Advance Facility, the Servicer and the related Advancing Person shall deliver to the Trustee at the address set forth in Section 11.19 hereof a written notice (an “Advance Facility Notice”), stating the identity of the Advancing Person. If the Servicer enters into such an Advance Facility pursuant to this Section 8.29, upon reasonable request of the Advancing Person, the Trustee shall execute a letter of acknowledgment prepared by the Servicer, confirming its receipt of notice of the existence of such Advance Facility. To the extent that an Advancing Person previously identified in the Advance Facility Counterparty makes all Notice funds any Delinquency Advance or a portion of any Servicing Advance and the Advance Facility Counterparty and the Servicer provide provides the Trustee and the NIMS Insurer, if any, with notice acknowledged by the Servicer an Officer’s Certificate that such Advance Facility Counterparty Advancing Person is entitled to reimbursement, such Advance Facility Counterparty Advancing Person shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent providedprovided in Section 8.29(c). Such notice from the Advance Facility Counterparty and the Servicer Officer’s Certificate must specify the amount of the reimbursement and must specify which reimbursement, the remittance date, the written payment instructions for the Advancing Person, the Section of this Agreement that permits the applicable Delinquency Advance or Servicing Advance to be reimbursedreimbursed and either the section(s) of the Advance Facility that entitle the Advancing Person to receive reimbursement from the Trustee, rather than the Servicer, or proof of an event of default by the Servicer under the Advance Facility entitling the Advancing Person to reimbursement from the Trustee. The Trustee shall have no duty or liability with respect to any calculation of any reimbursement to be paid to an Advancing Person and the NIMS Insurer, if any, shall be entitled to conclusively rely without independent investigation on the Advance Facility CounterpartyOfficer’s statement with respect to the amount of any reimbursement Certificate provided pursuant to this Section 3.20 and with respect to the Advance Facility Counterparty’s statement with respect to the Section of this Agreement permits the Advance to be reimbursed8.29. An Advance Facility Counterparty Advancing Person whose obligations hereunder are limited to the making funding of Delinquency Advances and/or Servicing Advances, or who merely receives an assignment or pledge of the Servicer’s rights to be reimbursed for Delinquency Advances and/or Servicing Advances, shall not be required to meet the qualifications of the Servicer or any Sub-Servicer and will not be deemed to be a subservicer Sub-Servicer under this Agreement. An Advancing Person may designate a trustee, agent or custodian to receive any reimbursements due it in accordance with the documentation establishing the Advance Facility. (b) If so required pursuant to None of the terms Depositor or the Trustee shall, as a result of an the existence of any Advance Facility, have any additional duty or liability with respect to the Servicer is hereby authorized calculation or payment of any reimbursement for Delinquency Advances or Servicing Advances, nor, as a result of the existence of any Advance Facility, shall the Depositor or the Trustee have any additional responsibility to and shall pay, to track or monitor the administration of the Advance Facility Counterparty (i) or the reimbursement for Delinquency Advances or Servicing Advances, except to remit reimbursements for Advances; and (ii) all or such portion of the Servicing Fee as may be so specified in the Advance Facility, that would otherwise be payable to the Servicer accordance with payment instructions received pursuant to this Agreement. (c) Upon request of the Servicer and provision by the Servicer of all necessary forms, the Trustee agrees to execute such reasonable acknowledgments, certificates, and other reasonable documents recognizing the interests of any Advance Facility Counterparty in such Advance Reimbursement Rights and Servicing Fees as the Servicer may cause to be made subject to Advance Facilities pursuant to this Section 3.20, and such other documents in connection with such Advance Facilities as may be reasonably requested from time to time by any Advance Facility Counterparty8.29(a). The implementation of the arrangement described in this Section shall not require the consent of Certificateholders, the NIMS Insurer, if any, or the Trustee. (d) The Servicer shall indemnify the Depositor, the Trustee, any successor Servicer, any Owner and the Trust Fund, each Certificateholder and any NIMS Insurer for any and all claimsclaim, lossesloss, liabilities, damages, costs and expenses liability or damage resulting from any claim by the Advance Facility CounterpartyAdvancing Person, except (with respect to the Trustee and any successor servicer) to the extent that such claim, loss, liability, damages liability or expense results damage resulted from or arises arose out of the gross negligence, recklessness or willful misconduct on the part of the Trustee Depositor, the Trustee, any successor Servicer or successor servicerany Owner, as the case may be, or failure by the Trustee successor Servicer or successor servicer the Trustee, as the case may be, to remit funds as required by this Agreement, Agreement or the commission of any an act or an omission to act by the Trustee successor Servicer or successor servicer the Trustee, as the case may be, and the expiration passage of any applicable cure or grace period period, such that an a Servicer Termination Event of Default under this Agreement occurs or such entity is subject to termination for cause under this Agreement. (c) If an Advance Facility is entered into, and if the Servicer so notifies the Trustee, then the Servicer shall not seek reimbursement for any Delinquency Advance or Servicing Advance made by an Advancing Person under Section 8.08(d)(D) and (E) and Section 8.09, but instead the Servicer shall remit the amounts relating to Advances to the Trustee in the monthly remittance made to the Trustee on a Monthly Remittance Date in accordance with this Agreement. The Trustee, upon its receipt of an Officer’s Certificate in accordance with Section 8.29 hereof, shall pay to the Advancing Person or to a trustee, agent or custodian designated in the Officer’s Certificate specified in Section 8.29(a), reimbursements for Delinquency Advances and Servicing Advances from the Certificate Account to the same extent the Servicer would have been permitted to reimburse itself from the Principal and Interest Account for such Delinquency Advances and/or Servicing Advances in accordance with Sections 8.08(d)(D) and (E) and Section 8.09, as the case may be, had the Servicer itself funded such Delinquency Advance or Servicing Advance. (d) All Delinquency Advances and Servicing Advances made pursuant to the terms of this Agreement shall be deemed made and shall be reimbursed on a “first in-first out” (FIFO) basis, such that an advance made earlier in time with respect to any Home Equity Loan shall be reimbursed to the Servicer who made that advance, before reimbursement of an advance made later in time with respect to that Home Equity Loan, and a predecessor Servicer’s advances with respect to any particular Home Equity Loan shall be reimbursed before reimbursement of a successor Servicer’s advances with respect to such Home Equity Loan. (e) In making its determination that any Arrearages, Delinquency Advance or Servicing Advance theretofore made has become a Nonrecoverable Advance, the Servicer shall apply the same criteria in making such determination regardless of whether such Arrearages, Delinquency Advance or Servicing Advance shall have been made by the Servicer or any predecessor Servicer. (f) The Servicer shall maintain and provide to any successor Servicer and, upon request, the Trustee a detailed accounting on a loan-by-loan basis as to amounts advanced by, pledged or assigned to, and reimbursed to any Advancing Person. The successor Servicer shall be entitled to rely on any such information provided by the predecessor Servicer, and the successor Servicer shall not be liable for any errors in such information. (g) Any amendment to this Section 3.20 8.29 or to any other provision of this Agreement that may be necessary or appropriate to effect the terms of an Advance Facility as described generally in this SectionSection 8.29, including amendments to add provisions relating to a successor servicerServicer, may be entered into by the Seller, the Depositor, the Servicer Sellers, the Trustee and the Trustee Servicer without the consent of any Certificateholder, provided that such amendment is otherwise effected in compliance complies with the provisions of Section 11.0111.14. All reasonable costs and expenses (including attorneys’ fees) incurred by of each party hereto or incurred by (or that would otherwise be incurred by) the Trust Fund of any such amendment shall be borne solely by the Servicer. The parties hereto hereby acknowledge and agree that that: (ia) any the Delinquency Advances and/or Servicing Advances financed by and/or pledged to an Advance Facility Counterparty Advancing Person under any Advance Facility are obligations owed to the Servicer payable only from the cash flows and proceeds received under this Agreement for reimbursement of Delinquency Advances and/or Servicing Advances only to the extent provided herein, and the Trustee is and the Trust are not, as a result of the existence of any Advance Facility, separately obligated or liable to repay any Delinquency Advances or and/or Servicing Advances financed by the Advance Facility CounterpartyAdvancing Person; (iib) the Servicer will be responsible for remitting to the Advance Facility Counterparty Advancing Person the applicable amounts collected by it as reimbursement for Delinquency Advances and/or Servicing Advances funded by the Advance Facility CounterpartyAdvancing Person, subject to the provisions of this AgreementAgreement and except to the extent an election is made to remit all such reimbursements to the Trustee as described in Section 8.29(c); and (iiic) the Trustee shall not have any responsibility to track or monitor the administration of the financing arrangement between the Servicer and any Advance Facility CounterpartyAdvancing Person.

Advance Facility. (a) The Servicer and/or the Trustee on behalf of the Trust Fund is hereby authorized to enter into any a facility (an “Advance Facility”) with any Person (any such Person, an “Advance Facility CounterpartyAdvancing Person”) (1) under which the Servicer may pledge sells, assigns or sell its pledges to the Advancing Person the Servicer’s rights to receive reimbursement of Advances pursuant to under this Agreement to be reimbursed for any P&I Advances and/or Servicing Advances or (“Advance Reimbursement Rights”2) pursuant which provides that the Advancing Person may fund P&I Advances and/or Servicing Advances to credit facilities, repurchase facilities, or similar facilities providing liquidity for the funding of Advances, including facilities providing that such Advance Facility Counterparty may make all or a portion of the Advances (any such facility, an “Advance Facility”)Trust Fund under this Agreement, although no Advance Facility such facility shall reduce or otherwise affect the Servicer’s obligations obligation to fund such P&I Advances and/or Servicing Advances. If so required the Servicer enters into such an Advance Facility pursuant to this Section 3.26, upon reasonable request of the terms Advancing Person, the Trust Administrator shall execute a letter of an acknowledgment, confirming its receipt of notice of the existence of such Advance Facility, to . To the extent that an Advancing Person funds any P&I Advance Facility Counterparty makes all or a portion of any Servicing Advance or is assigned the right to be reimbursed for any P&I Advance or Servicing Advance and provides the Advance Facility Counterparty and the Servicer provide the Trustee and the NIMS Insurer, if any, Trust Administrator with notice acknowledged by the Servicer that such Advance Facility Counterparty Advancing Person is entitled to reimbursementreimbursement directly from the Trust Administrator pursuant to the terms of the Advance Facility, such Advance Facility Counterparty Advancing Person shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent providedprovided in Section 3.26(b). Such notice from the Advance Facility Counterparty and the Servicer Advancing Person must specify the amount of the reimbursement and must specify which reimbursement, the Section of this Agreement that permits the applicable Advance or Servicing Advance to be reimbursedreimbursed and the section(s) of the Advance Facility that entitle the Advancing Person to request reimbursement from the Trust Administrator, rather than the Servicer, and include the Servicer’s acknowledgment thereto or proof of an event of default under the Advance Facility. The Trustee Trust Administrator shall have no duty or liability with respect to any calculation of any reimbursement to be paid to an Advancing Person and the NIMS Insurer, if any, shall be entitled to rely without independent investigation on the Advance Facility CounterpartyAdvancing Person’s statement with respect to the amount of any reimbursement notice provided pursuant to this Section 3.20 and with respect to the Advance Facility Counterparty’s statement with respect to the Section of this Agreement permits the Advance to be reimbursed3.26. An Advance Facility Counterparty Advancing Person whose obligations hereunder are limited to the making funding of P&I Advances will and/or Servicing Advances shall not be required to meet the qualifications of a Servicer or a Sub-Servicer pursuant to Section 3.02 hereof and shall not be deemed to be a subservicer Sub-Servicer under this Agreement. (b) If so required If, pursuant to the terms of an the Advance Facility, an Advancing Person is entitled to reimbursement directly from the Trust Administrator, then the Servicer shall not reimburse itself therefor under Section 3.11(a)(ii), Section 3.11(a)(iii) or Section 3.11(a)(vi) prior to the remittance to the Trust Fund, but instead the Servicer shall include such amounts in the applicable remittance to the Trust Administrator made pursuant to Section 3.10 to the extent of amounts on deposit in the Collection Account on the related Servicer Remittance Date. The Trust Administrator is hereby authorized to pay to the Advancing Person reimbursements for Advances and shall payServicing Advances from the Distribution Account, to the extent permitted under the terms of the Advance Facility Counterparty (iFacility, to the same extent the Servicer would have been permitted to reimburse itself for such Advances and/or Servicing Advances in accordance with Section 3.11(a)(ii), Section 3.11(a)(iii) reimbursements for Advances; and (ii) all or Section 3.11(a)(vi), as the case may be, had the Servicer itself funded such Advance or Servicing Advance. The Trust Administrator is hereby authorized to pay directly to the Advancing Person such portion of the Servicing Fee as may be so specified the parties to any Advance Facility agree to in the Advance Facility, that would otherwise be payable writing delivered to the Trust Administrator. An Advance Facility may provide that the Servicer pursuant will otherwise cause the remittance of P&I Advance and/or Servicing Advance reimbursement amounts to the Advancing Person, in which case the foregoing sentences in this AgreementSection 3.26(b) shall not apply. (c) Upon request of the Servicer and provision by the Servicer of all necessary forms, the Trustee agrees to execute such reasonable acknowledgments, certificates, and other reasonable documents recognizing the interests of any Advance Facility Counterparty in such Advance Reimbursement Rights All P&I Advances and Servicing Fees as the Servicer may cause to be Advances made subject to Advance Facilities pursuant to the terms of this Section 3.20, Agreement shall be deemed made and such other documents shall be reimbursed on a “first in connection with such Advance Facilities as may be reasonably requested from time to time by any Advance Facility Counterparty. The implementation of the arrangement described in this Section shall not require the consent of Certificateholders, the NIMS Insurer, if any, or the Trusteefirst out” (FIFO) basis. (d) The Servicer shall indemnify the Trustee, None of the Trust Fund, each Certificateholder and any NIMS Insurer for party to this Agreement or any and all claims, losses, liabilities, damages, costs and expenses resulting from other Person shall have any right or claim by the Advance Facility Counterparty, except (with respect to the Trustee and including without limitation any successor servicerright of offset or recoupment) to the extent that such claim, loss, liability, damages or expense results from or arises out of the negligence, recklessness or willful misconduct of the Trustee or successor servicer, or failure by the Trustee or successor servicer to remit funds as required by this Agreement, or the commission of any act or an omission to act by the Trustee or successor servicer and the expiration of any applicable cure or grace period such that an Event of Default amounts allocable under this Agreement occurs to the reimbursement of P&I Advances or such entity is subject Servicing Advances that have been assigned, conveyed or pledged to termination for cause under this Agreementan Advancing Person, or that relate to P&I Advances or Servicing Advances that were funded by an Advancing Person. (e) Any amendment to this Section 3.20 3.26 or to any other provision of this Agreement that may be necessary or appropriate to effect the terms of an Advance Facility as described generally in this SectionSection 3.26, including amendments to add provisions relating to a successor master servicer, may be entered into by the Seller, the Depositor, the Servicer and the Trustee parties to this Agreement without the consent of any CertificateholderCertificateholder but with written confirmation from each Rating Agency that the amendment shall not result in the reduction or withdrawal of the then-current ratings of any outstanding Class of Certificates or any other notes secured by collateral which includes all or a portion of the Class CE Certificates, provided that such amendment is otherwise effected in compliance with the provisions of Section 11.01. All reasonable costs and expenses (including attorneys’ fees) incurred by each party hereto or incurred by (or that would otherwise be incurred by) Class P Certificates and/or the Trust Fund shall be borne solely by the Servicer. The parties hereto acknowledge and agree that (i) any Advances and/or Servicing Advances financed by and/or pledged to an Advance Facility Counterparty under any Advance Facility are obligations owed Residual Certificates, notwithstanding anything to the Servicer payable only from the cash flows and proceeds received under this Agreement for reimbursement of Advances and/or Servicing Advances to the extent provided herein, and the Trustee is not, as a result of the existence of any Advance Facility, obligated or liable to repay any Advances or Servicing Advances financed by the Advance Facility Counterparty; (ii) the Servicer will be responsible for remitting to the Advance Facility Counterparty the applicable amounts collected by it as reimbursement for Advances and/or Servicing Advances funded by the Advance Facility Counterparty, subject to the provisions of contrary in this Agreement; and (iii) the Trustee shall not have any responsibility to track or monitor the administration of the financing arrangement between the Servicer and any Advance Facility Counterparty.

Advance Facility. (a) The Servicer is hereby authorized to enter into any a facility (an “Advance Facility”) with any Person which provides that such Person (any such Person, an “Advance Facility CounterpartyAdvancing Person”) under which agrees to fund some or all of the Delinquency Advances and/or Servicing Advances required to be made by the Servicer pursuant to this Agreement or that the Servicer may pledge or sell assign its rights to receive reimbursement of be reimbursed for Delinquency Advances pursuant to this Agreement (“Advance Reimbursement Rights”) pursuant to credit facilities, repurchase facilities, or similar facilities providing liquidity for the funding of and/or Servicing Advances, including facilities providing that such Advance Facility Counterparty may make all directly or a portion of the Advances (any such facilityindirectly, to an “Advance Facility”)Advancing Person, although no such Advance Facility shall reduce or otherwise affect the Servicer’s obligations obligation to fund such Delinquency Advances and/or Servicing Advances. If so required pursuant to the terms of Servicer enters into an Advance Facility, the Servicer and the related Advancing Person shall deliver to the Trustee at the address set forth in Section 11.19 hereof a written notice (an “Advance Facility Notice”), stating the identity of the Advancing Person. If the Servicer enters into such an Advance Facility pursuant to this Section 8.29, upon reasonable request of the Advancing Person, the Trustee shall execute a letter of acknowledgment prepared by the Servicer, confirming its receipt of notice of the existence of such Advance Facility. To the extent that an Advancing Person previously identified in the Advance Facility Counterparty makes all Notice funds any Delinquency Advance or a portion of any Servicing Advance and the Advance Facility Counterparty and the Servicer provide provides the Trustee and the NIMS Insurer, if any, with notice acknowledged by the Servicer an Officer’s Certificate that such Advance Facility Counterparty Advancing Person is entitled to reimbursement, such Advance Facility Counterparty Advancing Person shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent providedprovided in Section 8.29(c). Such notice from the Advance Facility Counterparty and the Servicer Officer’s Certificate must specify the amount of the reimbursement and must specify which reimbursement, the remittance date, the written payment instructions for the Advancing Person, the Section of this Agreement that permits the applicable Delinquency Advance or Servicing Advance to be reimbursedreimbursed and either the section(s) of the Advance Facility that entitle the Advancing Person to receive reimbursement from the Trustee, rather than the Servicer, or proof of an Event of Default by the Servicer under the Advance Facility entitling the Advancing Person to reimbursement from the Trustee. The Trustee shall have no duty or liability with respect to any calculation of any reimbursement to be paid to an Advancing Person and the NIMS Insurer, if any, shall be entitled to conclusively rely without independent investigation on the Advance Facility CounterpartyOfficer’s statement with respect to the amount of any reimbursement Certificate provided pursuant to this Section 3.20 and with respect to the Advance Facility Counterparty’s statement with respect to the Section of this Agreement permits the Advance to be reimbursed8.29. An Advance Facility Counterparty Advancing Person whose obligations hereunder are limited to the making funding of Delinquency Advances and/or Servicing Advances, or who merely receives an assignment or pledge of the Servicer’s rights to be reimbursed for Delinquency Advances and/or Servicing Advances, shall not be required to meet the qualifications of the Servicer or any Sub-Servicer and will not be deemed to be a subservicer Sub-Servicer under this Agreement. (b) If so required pursuant to None of the terms Depositor or the Trustee shall, as a result of an the existence of any Advance Facility, have any additional duty or liability with respect to the Servicer is hereby authorized calculation or payment of any reimbursement for Delinquency Advances or Servicing Advances, nor, as a result of the existence of any Advance Facility, shall the Depositor or the Trustee have any additional responsibility to and shall pay, to track or monitor the administration of the Advance Facility Counterparty (i) or the reimbursement for Delinquency Advances or Servicing Advances, except to remit reimbursements for Advances; and (ii) all or such portion of the Servicing Fee as may be so specified in the Advance Facility, that would otherwise be payable to the Servicer accordance with payment instructions received pursuant to this Agreement. (c) Upon request of the Servicer and provision by the Servicer of all necessary forms, the Trustee agrees to execute such reasonable acknowledgments, certificates, and other reasonable documents recognizing the interests of any Advance Facility Counterparty in such Advance Reimbursement Rights and Servicing Fees as the Servicer may cause to be made subject to Advance Facilities pursuant to this Section 3.20, and such other documents in connection with such Advance Facilities as may be reasonably requested from time to time by any Advance Facility Counterparty8.29(a). The implementation of the arrangement described in this Section shall not require the consent of Certificateholders, the NIMS Insurer, if any, or the Trustee. (d) The Servicer shall indemnify the Depositor, the Trustee, any successor Servicer, any Owner and the Trust Fund, each Certificateholder and any NIMS Insurer for any and all claimsclaim, lossesloss, liabilities, damages, costs and expenses liability or damage resulting from any claim by the Advance Facility CounterpartyAdvancing Person, except (with respect to the Trustee and any successor servicer) to the extent that such claim, loss, liability, damages liability or expense results damage resulted from or arises arose out of the gross negligence, recklessness or willful misconduct on the part of the Trustee Depositor, the Trustee, any successor Servicer or successor servicerany Owner, as the case may be, or failure by the Trustee successor Servicer or successor servicer the Trustee, as the case may be, to remit funds as required by this Agreement, Agreement or the commission of any an act or an omission to act by the Trustee successor Servicer or successor servicer the Trustee, as the case may be, and the expiration passage of any applicable cure or grace period period, such that an a Servicer Termination Event of Default under this Agreement occurs or such entity is subject to termination for cause under this Agreement. (c) If an Advance Facility is entered into, and if the Servicer so notifies the Trustee, then the Servicer shall not seek reimbursement for any Delinquency Advance or Servicing Advance made by an Advancing Person under Section 7.03(b)(D)(25), Section 8.08(d)(D) and (E) and Section 8.09, but instead the Servicer shall remit the amounts relating to Advances to the Trustee in the monthly remittance made to the Trustee on a Monthly Remittance Date in accordance with this Agreement. The Trustee, upon its receipt of an Officer’s Certificate in accordance with Section 8.29 hereof, shall pay to the Advancing Person or to a trustee, agent or custodian designated in the Officer’s Certificate specified in Section 8.29(a), reimbursements for Delinquency Advances and Servicing Advances from the Certificate Account to the same extent the Servicer would have been permitted to reimburse itself from the Principal and Interest Account for such Delinquency Advances and/or Servicing Advances in accordance with Section 7.03(b)(D)(25), Section 8.08(d)(D) and (E) and Section 8.09, as the case may be, had the Servicer itself funded such Delinquency Advance or Servicing Advance. (d) All Delinquency Advances and Servicing Advances made pursuant to the terms of this Agreement shall be deemed made and shall be reimbursed on a “first in-first out” (FIFO) basis, such that an advance made earlier in time with respect to any Home Equity Loan shall be reimbursed to the Servicer who made that advance, before reimbursement of an advance made later in time with respect to that Home Equity Loan, and a predecessor Servicer’s advances with respect to any particular Home Equity Loan shall be reimbursed before reimbursement of a successor Servicer’s advances with respect to such Home Equity Loan. (e) In making its determination that any Delinquency Advance or Servicing Advance theretofore made has become a Nonrecoverable Advance, the Servicer shall apply the same criteria in making such determination regardless of whether such Delinquency Advance or Servicing Advance shall have been made by the Servicer or any predecessor Servicer. (f) The Servicer shall maintain and provide to any successor Servicer and, upon request, the Trustee a detailed accounting on a loan-by-loan basis as to amounts advanced by, pledged or assigned to, and reimbursed to any Advancing Person. The successor Servicer shall be entitled to rely on any such information provided by the predecessor Servicer, and the successor Servicer shall not be liable for any errors in such information. (g) Any amendment to this Section 3.20 8.29 or to any other provision of this Agreement that may be necessary or appropriate to effect the terms of an Advance Facility as described generally in this SectionSection 8.29, including amendments to add provisions relating to a successor servicerServicer, may be entered into by the Seller, the Depositor, the Servicer Sellers, the Trustee and the Trustee Servicer without the consent of any Certificateholder, provided that such amendment is otherwise effected in compliance complies with the provisions of Section 11.0111.14. All reasonable costs and expenses (including attorneys’ fees) incurred by of each party hereto or incurred by (or that would otherwise be incurred by) the Trust Fund of any such amendment shall be borne solely by the Servicer. The parties hereto hereby acknowledge and agree that that: (ia) any the Delinquency Advances and/or Servicing Advances financed by and/or pledged to an Advance Facility Counterparty Advancing Person under any Advance Facility are obligations owed to the Servicer payable only from the cash flows and proceeds received under this Agreement for reimbursement of Delinquency Advances and/or Servicing Advances only to the extent provided herein, and the Trustee is and the Trust are not, as a result of the existence of any Advance Facility, separately obligated or liable to repay any Delinquency Advances or and/or Servicing Advances financed by the Advance Facility CounterpartyAdvancing Person; (iib) the Servicer will be responsible for remitting to the Advance Facility Counterparty Advancing Person the applicable amounts collected by it as reimbursement for Delinquency Advances and/or Servicing Advances funded by the Advance Facility CounterpartyAdvancing Person, subject to the provisions of this AgreementAgreement and except to the extent an election is made to remit all such reimbursements to the Trustee as described in Section 8.29(c); and (iiic) the Trustee shall not have any responsibility to track or monitor the administration of the financing arrangement between the Servicer and any Advance Facility CounterpartyAdvancing Person.

Advance Facility. (a) The Servicer is hereby authorized to enter into any facility with any Person (any such Person, an “"Advance Facility Counterparty”") under which provides that the Servicer may pledge or sell its rights to receive reimbursement of Advances pursuant to this Agreement (“"Advance Reimbursement Rights”") pursuant to credit facilities, repurchase facilities, or similar facilities providing liquidity for the funding of Advances, including facilities providing that such Advance Facility Counterparty may make all or a portion of the Advances (any such facility, an “"Advance Facility”"), although no Advance Facility shall reduce or otherwise affect the Servicer’s 's obligations to fund such Advances. If so required pursuant to the terms of an Advance Facility, to the extent that an Advance Facility Counterparty makes all or a portion of any Advance and the Advance Facility Counterparty and the Servicer provide the Trustee and the NIMS Insurer, if any, with notice acknowledged by the Servicer that such Advance Facility Counterparty Advancing Servicer is entitled to reimbursement, such Advance Facility Counterparty Advancing Servicer shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent provided. Such notice from the Advance Facility Counterparty and the Servicer must specify the amount of the reimbursement and must specify which Section of this Agreement permits the Advance to be reimbursed. The Trustee and the NIMS Insurer, if any, shall be entitled to rely without independent investigation on the Advance Facility Counterparty’s 's statement with respect to the amount of any reimbursement pursuant to this Section 3.20 and with respect to the Advance Facility Counterparty’s 's statement with respect to the Section of this Agreement permits the Advance to be reimbursed. An Advance Facility Counterparty whose obligations are limited to the making of Advances will not be deemed to be a subservicer Subservicer under this Agreement. (b) If so required pursuant to the terms of an Advance Facility, the Servicer may direct, and if so directed the Trustee is hereby authorized to and shall pay, pay to the Advance Facility Counterparty (i) reimbursements for Advances; and (ii) all or such portion of the Servicing Fee as may be so specified in the Advance Facility, that would otherwise be payable to the Servicer pursuant to this Agreement or the Servicing Agreement. (c) Upon request of the Servicer and provision by the Servicer of all necessary formsServicer, the Trustee agrees to execute such reasonable acknowledgments, certificates, and other reasonable documents recognizing the interests of any Advance Facility Counterparty in such Advance Reimbursement Rights and Servicing Fees as the Servicer may cause to be made subject to Advance Facilities pursuant to this Section 3.20, and such other documents in connection with such Advance Facilities as may be reasonably requested from time to time by any Advance Facility Counterparty. The implementation of the arrangement described in this Section shall not require the consent of Certificateholders, the NIMS Insurer, if any, Certificateholders or the Trustee. (d) The Servicer shall indemnify the Trustee, the Trust Fund, each Certificateholder and any NIMS Insurer for any and all claims, losses, liabilities, damages, costs and expenses resulting from any claim by the Advance Facility Counterparty, except (with respect to the Trustee and any successor servicer) to the extent that such claim, loss, liability, damages or expense results from or arises out of the negligence, recklessness or willful misconduct of the Trustee or successor servicer, or failure by the Trustee or successor servicer to remit funds as required by this Agreement, or the commission of any act or an omission to act by the Trustee or successor servicer and the expiration of any applicable cure or grace period such that an Event of Default under this Agreement occurs or such entity is subject to termination for cause under this Agreement. (e) Any amendment to this Section 3.20 or to any other provision of this Agreement that may be necessary or appropriate to effect the terms of an Advance Facility as described generally in this Section, including amendments to add provisions relating to a successor servicer, may be entered into by the Seller, the Depositor, the Servicer and the Trustee without the consent of any Certificateholder, provided that such amendment is otherwise effected in compliance with the provisions of Section 11.01. All reasonable costs and expenses (including attorneys’ fees) incurred by each party hereto or incurred by (or that would otherwise be incurred by) the Trust Fund shall be borne solely by the Servicer. The parties hereto acknowledge and agree that (i) any Advances and/or Servicing Advances financed by and/or pledged to an Advance Facility Counterparty under any Advance Facility are obligations owed to the Servicer payable only from the cash flows and proceeds received under this Agreement for reimbursement of Advances and/or Servicing Advances to the extent provided herein, and the Trustee is not, as a result of the existence of any Advance Facility, obligated or liable to repay any Advances or Servicing Advances financed by the Advance Facility Counterparty; (ii) the Servicer will be responsible for remitting to the Advance Facility Counterparty the applicable amounts collected by it as reimbursement for Advances and/or Servicing Advances funded by the Advance Facility Counterparty, subject to the provisions of this Agreement; and (iii) the Trustee shall not have any responsibility to track or monitor the administration of the financing arrangement between the Servicer and any Advance Facility Counterparty.

Advance Facility. (a) The Servicer is hereby authorized to enter into any a facility (an “Advance Facility”) with any Person which provides that such Person (any such Person, an “Advance Facility CounterpartyAdvancing Person”) under which agrees to fund some or all of the Delinquency Advances and/or Servicing Advances required to be made by the Servicer pursuant to this Agreement or that the Servicer may pledge or sell assign its rights to receive reimbursement of be reimbursed for Delinquency Advances pursuant to this Agreement (“Advance Reimbursement Rights”) pursuant to credit facilities, repurchase facilities, or similar facilities providing liquidity for the funding of and/or Servicing Advances, including facilities providing that such Advance Facility Counterparty may make all directly or a portion of the Advances (any such facilityindirectly, to an “Advance Facility”)Advancing Person, although no such Advance Facility shall reduce or otherwise affect the Servicer’s obligations obligation to fund such Delinquency Advances and/or Servicing Advances. If so required pursuant to the terms of Servicer enters into an Advance Facility, the Servicer and the related Advancing Person shall deliver to the Trustee at the address set forth in Section 11.19 hereof a written notice (an “Advance Facility Notice”), stating the identity of the Advancing Person. If the Servicer enters into such an Advance Facility pursuant to this Section 8.29, upon reasonable request of the Advancing Person, the Trustee shall execute a letter of acknowledgment prepared by the Servicer, confirming its receipt of notice of the existence of such Advance Facility. To the extent that an Advancing Person previously identified in the Advance Facility Counterparty makes all Notice funds any Delinquency Advance or a portion of any Servicing Advance and the Advance Facility Counterparty and the Servicer provide provides the Trustee and the NIMS Insurer, if any, with notice acknowledged by the Servicer an Officer’s Certificate that such Advance Facility Counterparty Advancing Person is entitled to reimbursement, such Advance Facility Counterparty Advancing Person shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent providedprovided in Section 8.29(c). Such notice from the Advance Facility Counterparty and the Servicer Officer’s Certificate must specify the amount of the reimbursement and must specify which reimbursement, the remittance date, the written payment instructions for the Advancing Person, the Section of this Agreement that permits the applicable Delinquency Advance or Servicing Advance to be reimbursedreimbursed and either the section(s) of the Advance Facility that entitle the Advancing Person to receive reimbursement from the Trustee, rather than the Servicer, or proof of an event of default by the Servicer under the Advance Facility entitling the Advancing Person to reimbursement from the Trustee. The Trustee shall have no duty or liability with respect to any calculation of any reimbursement to be paid to an Advancing Person and the NIMS Insurer, if any, shall be entitled to conclusively rely without independent investigation on the Advance Facility CounterpartyOfficer’s statement with respect to the amount of any reimbursement Certificate provided pursuant to this Section 3.20 and with respect to the Advance Facility Counterparty’s statement with respect to the Section of this Agreement permits the Advance to be reimbursed8.29. An Advance Facility Counterparty Advancing Person whose obligations hereunder are limited to the making funding of Delinquency Advances and/or Servicing Advances, or who merely receives an assignment or pledge of the Servicer’s rights to be reimbursed for Delinquency Advances and/or Servicing Advances, shall not be required to meet the qualifications of the Servicer or any Sub-Servicer and will not be deemed to be a subservicer Sub-Servicer under this Agreement. (b) If so required pursuant to None of the terms Depositor or the Trustee shall, as a result of an the existence of any Advance Facility, have any additional duty or liability with respect to the Servicer is hereby authorized calculation or payment of any reimbursement for Delinquency Advances or Servicing Advances, nor, as a result of the existence of any Advance Facility, shall the Depositor or the Trustee have any additional responsibility to and shall pay, to track or monitor the administration of the Advance Facility Counterparty (i) or the reimbursement for Delinquency Advances or Servicing Advances, except to remit reimbursements for Advances; and (ii) all or such portion of the Servicing Fee as may be so specified in the Advance Facility, that would otherwise be payable to the Servicer accordance with payment instructions received pursuant to this Agreement. (c) Upon request of the Servicer and provision by the Servicer of all necessary forms, the Trustee agrees to execute such reasonable acknowledgments, certificates, and other reasonable documents recognizing the interests of any Advance Facility Counterparty in such Advance Reimbursement Rights and Servicing Fees as the Servicer may cause to be made subject to Advance Facilities pursuant to this Section 3.20, and such other documents in connection with such Advance Facilities as may be reasonably requested from time to time by any Advance Facility Counterparty8.29(a). The implementation of the arrangement described in this Section shall not require the consent of Certificateholders, the NIMS Insurer, if any, or the Trustee. (d) The Servicer shall indemnify the Depositor, the Trustee, any successor Servicer, any Owner and the Trust Fund, each Certificateholder and any NIMS Insurer for any and all claimsclaim, lossesloss, liabilities, damages, costs and expenses liability or damage resulting from any claim by the Advance Facility CounterpartyAdvancing Person, except (with respect to the Trustee and any successor servicer) to the extent that such claim, loss, liability, damages liability or expense results damage resulted from or arises arose out of the gross negligence, recklessness or willful misconduct on the part of the Trustee Depositor, the Trustee, any successor Servicer or successor servicerany Owner, as the case may be, or failure by the Trustee successor Servicer or successor servicer the Trustee, as the case may be, to remit funds as required by this Agreement, Agreement or the commission of any an act or an omission to act by the Trustee successor Servicer or successor servicer the Trustee, as the case may be, and the expiration passage of any applicable cure or grace period period, such that an a Servicer Termination Event of Default under this Agreement occurs or such entity is subject to termination for cause under this Agreement. (c) If an Advance Facility is entered into, and if the Servicer so notifies the Trustee, then the Servicer shall not seek reimbursement for any Delinquency Advance or Servicing Advance made by an Advancing Person under Section 8.08(d)(D) and (E) and Section 8.09, but instead the Servicer shall remit the amounts relating to Advances to the Trustee in the monthly remittance made to the Trustee on a Monthly Remittance Date in accordance with this Agreement. The Trustee, upon its receipt of an Officer’s Certificate in accordance with Section 8.29 hereof, shall pay to the Advancing Person or to a trustee, agent or custodian designated in the Officer’s Certificate specified in Section 8.29(a), reimbursements for Delinquency Advances and Servicing Advances from the Certificate Account to the same extent the Servicer would have been permitted to reimburse itself from the Principal and Interest Account for such Delinquency Advances and/or Servicing Advances in accordance with Sections 8.08(d)(D) and (E) and Section 8.09, as the case may be, had the Servicer itself funded such Delinquency Advance or Servicing Advance. (d) All Delinquency Advances and Servicing Advances made pursuant to the terms of this Agreement shall be deemed made and shall be reimbursed on a “first in-first out” (FIFO) basis, such that an advance made earlier in time with respect to any Home Equity Loan shall be reimbursed to the Servicer who made that advance, before reimbursement of an advance made later in time with respect to that Home Equity Loan, and a predecessor Servicer’s advances with respect to any particular Home Equity Loan shall be reimbursed before reimbursement of a successor Servicer’s advances with respect to such Home Equity Loan. (e) In making its determination that any Arrearages, Delinquency Advance or Servicing Advance theretofore made has become a Nonrecoverable Advance, the Servicer shall apply the same criteria in making such determination regardless of whether such Arrearages, Delinquency Advance or Servicing Advance shall have been made by the Servicer or any predecessor Servicer. (f) The Servicer shall maintain and provide to any successor Servicer and, upon request, the Trustee a detailed accounting on a loan-by-loan basis as to amounts advanced by, pledged or assigned to, and reimbursed to any Advancing Person. The successor Servicer shall be entitled to rely on any such information provided by the predecessor Servicer, and the successor Servicer shall not be liable for any errors in such information. (g) Any amendment to this Section 3.20 8.29 or to any other provision of this Agreement that may be necessary or appropriate to effect the terms of an Advance Facility as described generally in this SectionSection 8.29, including amendments to add provisions relating to a successor servicerServicer, may be entered into by the Seller, the Depositor, the Servicer Sellers, the Trustee and the Trustee Servicer without the consent of any Certificateholder, provided that such amendment is otherwise effected in compliance complies with the provisions of Section 11.0111.14. All reasonable costs and expenses (including attorneys’ fees) incurred by of each party hereto or incurred by (or that would otherwise be incurred by) the Trust Fund of any such amendment shall be borne solely by the Servicer. The parties hereto hereby acknowledge and agree that that: (ia) any the Delinquency Advances and/or Servicing Advances financed by and/or pledged to an Advance Facility Counterparty Advancing Person under any Advance Facility are obligations owed to the Servicer payable only from the cash flows and proceeds received under this Agreement for reimbursement of Delinquency Advances and/or Servicing Advances only to the extent provided herein, and the Trustee is and the Trust are not, as a result of the existence of any Advance Facility, separately obligated or liable to repay any Delinquency Advances or and/or Servicing Advances financed by the Advance Facility CounterpartyAdvancing Person; (iib) the Servicer will be responsible for remitting to the Advance Facility Counterparty Advancing Person the applicable amounts collected by it as reimbursement for Delinquency Advances and/or Servicing Advances funded by the Advance Facility CounterpartyAdvancing Person, subject to the provisions of this AgreementAgreement and except to the extent an election is made to remit all such reimbursements to the Trustee as described in Section 8.29(c); and (iiic) the Trustee shall not have any responsibility to track or monitor the administration of the financing arrangement between the Servicer and any Advance Facility CounterpartyAdvancing Person.

Advance Facility. (a) The Servicer is hereby authorized to enter into any facility with any Person (any such Person, an “Advance Facility Counterparty”) under which provides that the Servicer may pledge or sell its rights to receive reimbursement of Advances pursuant to this Agreement (“Advance Reimbursement Rights”) pursuant to credit facilities, repurchase facilities, or similar facilities providing liquidity for the funding of Advances, including facilities providing that such Advance Facility Counterparty may make all or a portion of the Advances (any such facility, an “Advance Facility”), although no Advance Facility shall reduce or otherwise affect the Servicer’s obligations to fund such Advances. If so required pursuant to the terms of an Advance Facility, to the extent that an Advance Facility Counterparty makes all or a portion of any Advance and the Advance Facility Counterparty and the Servicer provide the Trustee and the NIMS Insurer, if any, with notice acknowledged by the Servicer that such Advance Facility Counterparty is entitled to reimbursement, such Advance Facility Counterparty shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent provided. Such notice from the Advance Facility Counterparty and the Servicer must specify the amount of the reimbursement and must specify which Section of this Agreement permits the Advance to be reimbursed. The Trustee and the NIMS Insurer, if any, shall be entitled to rely without independent investigation on the Advance Facility Counterparty’s statement with respect to the amount of any reimbursement pursuant to this Section 3.20 and with respect to the Advance Facility Counterparty’s statement with respect to the Section of this Agreement permits the Advance to be reimbursed. An Advance Facility Counterparty whose obligations are limited to the making of Advances will not be deemed to be a subservicer Subservicer under this Agreement. (b) If so required pursuant to the terms of an Advance Facility, the Servicer is hereby authorized to and shall pay, pay to the Advance Facility Counterparty (i) reimbursements for Advances; and (ii) all or such portion of the Servicing Fee as may be so specified in the Advance Facility, that would otherwise be payable to the Servicer pursuant to this Agreement. (c) Upon request of the Servicer and provision by the Servicer of all necessary formsServicer, the Trustee agrees to execute such reasonable acknowledgments, certificates, and other reasonable documents recognizing the interests of any Advance Facility Counterparty in such Advance Reimbursement Rights and Servicing Fees as the Servicer may cause to be made subject to Advance Facilities pursuant to this Section 3.20, and such other documents in connection with such Advance Facilities as may be reasonably requested from time to time by any Advance Facility Counterparty. The implementation of the arrangement described in this Section shall not require the consent of Certificateholders, the NIMS Insurer, if any, or the Trustee. (d) The Servicer shall indemnify the Trustee, the Trust Fund, each Certificateholder and any NIMS Insurer for any and all claims, losses, liabilities, damages, costs and expenses resulting from any claim by the Advance Facility Counterparty, except (with respect to the Trustee and any successor servicer) to the extent that such claim, loss, liability, damages or expense results from or arises out of the negligence, recklessness or willful misconduct of the Trustee or successor servicer, or failure by the Trustee or successor servicer to remit funds as required by this Agreement, or the commission of any act or an omission to act by the Trustee or successor servicer and the expiration of any applicable cure or grace period such that an Event of Default under this Agreement occurs or such entity is subject to termination for cause under this Agreement. (e) Any amendment to this Section 3.20 or to any other provision of this Agreement that may be necessary or appropriate to effect the terms of an Advance Facility as described generally in this Section, including amendments to add provisions relating to a successor servicer, may be entered into by the Seller, the Depositor, the Servicer and the Trustee without the consent of any Certificateholder, provided that such amendment is otherwise effected in compliance with the provisions of Section 11.01. All reasonable costs and expenses (including attorneys’ fees) incurred by each party hereto or incurred by (or that would otherwise be incurred by) the Trust Fund shall be borne solely by the Servicer. The parties hereto acknowledge and agree that (i) any Advances and/or Servicing Advances financed by and/or pledged to an Advance Facility Counterparty under any Advance Facility are obligations owed to the Servicer payable only from the cash flows and proceeds received under this Agreement for reimbursement of Advances and/or Servicing Advances to the extent provided herein, and the Trustee is not, as a result of the existence of any Advance Facility, obligated or liable to repay any Advances or Servicing Advances financed by the Advance Facility Counterparty; (ii) the Servicer will be responsible for remitting to the Advance Facility Counterparty the applicable amounts collected by it as reimbursement for Advances and/or Servicing Advances funded by the Advance Facility Counterparty, subject to the provisions of this Agreement; and (iii) the Trustee shall not have any responsibility to track or monitor the administration of the financing arrangement between the Servicer and any Advance Facility Counterparty.

Advance Facility. (a) The Servicer is hereby authorized to enter into any a facility (an “Advance Facility”) with any Person which provides that such Person (any such Person, an “Advance Facility CounterpartyAdvancing Person”) under which agrees to fund some or all of the Delinquency Advances and/or Servicing Advances required to be made by the Servicer pursuant to this Agreement or that the Servicer may pledge or sell assign its rights to receive reimbursement of be reimbursed for Delinquency Advances pursuant to this Agreement (“Advance Reimbursement Rights”) pursuant to credit facilities, repurchase facilities, or similar facilities providing liquidity for the funding of and/or Servicing Advances, including facilities providing that such Advance Facility Counterparty may make all directly or a portion of the Advances (any such facilityindirectly, to an “Advance Facility”)Advancing Person, although no such Advance Facility shall reduce or otherwise affect the Servicer’s obligations obligation to fund such Delinquency Advances and/or Servicing Advances. If so required pursuant to the terms of Servicer enters into an Advance Facility, the Servicer and the related Advancing Person shall deliver to the Trustee at the address set forth in Section 11.19 hereof a written notice (an “Advance Facility Notice”), stating the identity of the Advancing Person. If the Servicer enters into such an Advance Facility pursuant to this Section 8.29, upon reasonable request of the Advancing Person, the Trustee shall execute a letter of acknowledgment prepared by the Servicer, confirming its receipt of notice of the existence of such Advance Facility. To the extent that an Advancing Person previously identified in the Advance Facility Counterparty makes all Notice funds any Delinquency Advance or a portion of any Servicing Advance and the Advance Facility Counterparty and the Servicer provide provides the Trustee and the NIMS Insurer, if any, with notice acknowledged by the Servicer an Officer’s Certificate that such Advance Facility Counterparty Advancing Person is entitled to reimbursement, such Advance Facility Counterparty Advancing Person shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent providedprovided in Section 8.29(c). Such notice from the Advance Facility Counterparty and the Servicer Officer’s Certificate must specify the amount of the reimbursement and must specify which reimbursement, the remittance date, the written payment instructions for the Advancing Person, the Section of this Agreement that permits the applicable Delinquency Advance or Servicing Advance to be reimbursedreimbursed and either the section(s) of the Advance Facility that entitle the Advancing Person to receive reimbursement from the Trustee, rather than the Servicer, or proof of an Event of Default by the Servicer under the Advance Facility entitling the Advancing Person to reimbursement from the Trustee. The Trustee shall have no duty or liability with respect to any calculation of any reimbursement to be paid to an Advancing Person and the NIMS Insurer, if any, shall be entitled to conclusively rely without independent investigation on the Advance Facility CounterpartyOfficer’s statement with respect to the amount of any reimbursement Certificate provided pursuant to this Section 3.20 and with respect to the Advance Facility Counterparty’s statement with respect to the Section of this Agreement permits the Advance to be reimbursed8.29. An Advance Facility Counterparty Advancing Person whose obligations hereunder are limited to the making funding of Delinquency Advances and/or Servicing Advances, or who merely receives an assignment or pledge of the Servicer’s rights to be reimbursed for Delinquency Advances and/or Servicing Advances, shall not be required to meet the qualifications of the Servicer or any Sub-Servicer and will not be deemed to be a subservicer Sub-Servicer under this Agreement. (b) If so required pursuant to None of the terms Depositor or the Trustee shall, as a result of an the existence of any Advance Facility, have any additional duty or liability with respect to the Servicer is hereby authorized calculation or payment of any reimbursement for Delinquency Advances or Servicing Advances, nor, as a result of the existence of any Advance Facility, shall the Depositor or the Trustee have any additional responsibility to and shall pay, to track or monitor the administration of the Advance Facility Counterparty (i) or the reimbursement for Delinquency Advances or Servicing Advances, except to remit reimbursements for Advances; and (ii) all or such portion of the Servicing Fee as may be so specified in the Advance Facility, that would otherwise be payable to the Servicer accordance with payment instructions received pursuant to this Agreement. (c) Upon request of the Servicer and provision by the Servicer of all necessary forms, the Trustee agrees to execute such reasonable acknowledgments, certificates, and other reasonable documents recognizing the interests of any Advance Facility Counterparty in such Advance Reimbursement Rights and Servicing Fees as the Servicer may cause to be made subject to Advance Facilities pursuant to this Section 3.20, and such other documents in connection with such Advance Facilities as may be reasonably requested from time to time by any Advance Facility Counterparty8.29(a). The implementation of the arrangement described in this Section shall not require the consent of Certificateholders, the NIMS Insurer, if any, or the Trustee. (d) The Servicer shall indemnify the Depositor, the Trustee, any successor Servicer, any Owner and the Trust Fund, each Certificateholder and any NIMS Insurer for any and all claimsclaim, lossesloss, liabilities, damages, costs and expenses liability or damage resulting from any claim by the Advance Facility CounterpartyAdvancing Person, except (with respect to the Trustee and any successor servicer) to the extent that such claim, loss, liability, damages liability or expense results damage resulted from or arises arose out of the gross negligence, recklessness or willful misconduct on the part of the Trustee Depositor, the Trustee, any successor Servicer or successor servicerany Owner, as the case may be, or failure by the Trustee successor Servicer or successor servicer the Trustee, as the case may be, to remit funds as required by this Agreement, Agreement or the commission of any an act or an omission to act by the Trustee successor Servicer or successor servicer the Trustee, as the case may be, and the expiration passage of any applicable cure or grace period period, such that an a Servicer Termination Event of Default under this Agreement occurs or such entity is subject to termination for cause under this Agreement. (c) If an Advance Facility is entered into, and if the Servicer so notifies the Trustee, then the Servicer shall not seek reimbursement for any Delinquency Advance or Servicing Advance made by an Advancing Person under Section 8.08(d)(D) and (E) and Section 8.09, but instead the Servicer shall remit the amounts relating to Advances to the Trustee in the monthly remittance made to the Trustee on a Monthly Remittance Date in accordance with this Agreement. The Trustee, upon its receipt of an Officer’s Certificate in accordance with Section 8.29 hereof, shall pay to the Advancing Person or to a trustee, agent or custodian designated in the Officer’s Certificate specified in Section 8.29(a), reimbursements for Delinquency Advances and Servicing Advances from the Certificate Account to the same extent the Servicer would have been permitted to reimburse itself from the Principal and Interest Account for such Delinquency Advances and/or Servicing Advances in accordance with Sections 8.08(d)(D) and (E) and Section 8.09, as the case may be, had the Servicer itself funded such Delinquency Advance or Servicing Advance. (d) All Delinquency Advances and Servicing Advances made pursuant to the terms of this Agreement shall be deemed made and shall be reimbursed on a “first in-first out” (FIFO) basis, such that an advance made earlier in time with respect to any Home Equity Loan shall be reimbursed to the Servicer who made that advance, before reimbursement of an advance made later in time with respect to that Home Equity Loan, and a predecessor Servicer’s advances with respect to any particular Home Equity Loan shall be reimbursed before reimbursement of a successor Servicer’s advances with respect to such Home Equity Loan. (e) In making its determination that any Arrearages, Delinquency Advance or Servicing Advance theretofore made has become a Nonrecoverable Advance, the Servicer shall apply the same criteria in making such determination regardless of whether such Arrearages, Delinquency Advance or Servicing Advance shall have been made by the Servicer or any predecessor Servicer. (f) The Servicer shall maintain and provide to any successor Servicer and, upon request, the Trustee a detailed accounting on a loan-by-loan basis as to amounts advanced by, pledged or assigned to, and reimbursed to any Advancing Person. The successor Servicer shall be entitled to rely on any such information provided by the predecessor Servicer, and the successor Servicer shall not be liable for any errors in such information. (g) Any amendment to this Section 3.20 8.29 or to any other provision of this Agreement that may be necessary or appropriate to effect the terms of an Advance Facility as described generally in this SectionSection 8.29, including amendments to add provisions relating to a successor servicerServicer, may be entered into by the Depositor, the Seller, the Depositor, Trustee and the Servicer and the Trustee without the consent of any Certificateholder, provided that such amendment is otherwise effected in compliance complies with the provisions of Section 11.0111.14. All reasonable costs and expenses (including attorneys’ fees) incurred by of each party hereto or incurred by (or that would otherwise be incurred by) the Trust Fund of any such amendment shall be borne solely by the Servicer. The parties hereto hereby acknowledge and agree that that: (ia) any the Delinquency Advances and/or Servicing Advances financed by and/or pledged to an Advance Facility Counterparty Advancing Person under any Advance Facility are obligations owed to the Servicer payable only from the cash flows and proceeds received under this Agreement for reimbursement of Delinquency Advances and/or Servicing Advances only to the extent provided herein, and the Trustee is and the Trust are not, as a result of the existence of any Advance Facility, separately obligated or liable to repay any Delinquency Advances or and/or Servicing Advances financed by the Advance Facility CounterpartyAdvancing Person; (iib) the Servicer will be responsible for remitting to the Advance Facility Counterparty Advancing Person the applicable amounts collected by it as reimbursement for Delinquency Advances and/or Servicing Advances funded by the Advance Facility CounterpartyAdvancing Person, subject to the provisions of this AgreementAgreement and except to the extent an election is made to remit all such reimbursements to the Trustee as described in Section 8.29(c); and (iiic) the Trustee shall not have any responsibility to track or monitor the administration of the financing arrangement between the Servicer and any Advance Facility CounterpartyAdvancing Person.

Advance Facility. (a) The Servicer and/or the Trustee on behalf of the Trust Fund is hereby authorized to enter into any a facility (an “Advance Facility”) with any Person (any such Person, an “Advance Facility CounterpartyAdvancing Person”) (1) under which the Servicer may pledge sells, assigns or sell its pledges to the Advancing Person the Servicer’s rights to receive reimbursement of Advances pursuant to under this Agreement to be reimbursed for any P&I Advances and/or Servicing Advances or (“Advance Reimbursement Rights”2) pursuant which provides that the Advancing Person may fund P&I Advances and/or Servicing Advances to credit facilities, repurchase facilities, or similar facilities providing liquidity for the funding of Advances, including facilities providing that such Advance Facility Counterparty may make all or a portion of the Advances (any such facility, an “Advance Facility”)Trust Fund under this Agreement, although no Advance Facility such facility shall reduce or otherwise affect the Servicer’s obligations obligation to fund such P&I Advances and/or Servicing Advances. If so required the Servicer enters into such an Advance Facility pursuant to this Section 3.26, upon reasonable request of the terms Advancing Person, the Trust Administrator shall execute a letter of an acknowledgment, confirming its receipt of notice of the existence of such Advance Facility, to . To the extent that an Advancing Person funds any P&I Advance Facility Counterparty makes all or a portion of any Servicing Advance or is assigned the right to be reimbursed for any P&I Advance or Servicing Advance and provides the Advance Facility Counterparty and the Servicer provide the Trustee and the NIMS Insurer, if any, Trust Administrator with notice acknowledged by the Servicer that such Advance Facility Counterparty Advancing Person is entitled to reimbursementreimbursement directly from the Trust Administrator pursuant to the terms of the Advance Facility, such Advance Facility Counterparty Advancing Person shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent providedprovided in Section 3.26(b). Such notice from the Advance Facility Counterparty and the Servicer Advancing Person must specify the amount of the reimbursement and must specify which reimbursement, the Section of this Agreement that permits the applicable Advance or Servicing Advance to be reimbursedreimbursed and the section(s) of the Advance Facility that entitle the Advancing Person to request reimbursement from the Trust Administrator, rather than the Servicer, and include the Servicer’s acknowledgment thereto or proof of an event of default under the Advance Facility. The Trustee Trust Administrator shall have no duty or liability with respect to any calculation of any reimbursement to be paid to an Advancing Person and the NIMS Insurer, if any, shall be entitled to rely without independent investigation on the Advance Facility CounterpartyAdvancing Person’s statement with respect to the amount of any reimbursement notice provided pursuant to this Section 3.20 and with respect to the Advance Facility Counterparty’s statement with respect to the Section of this Agreement permits the Advance to be reimbursed3.26. An Advance Facility Counterparty Advancing Person whose obligations hereunder are limited to the making funding of P&I Advances will and/or Servicing Advances shall not be required to meet the qualifications of a Servicer or a Sub-Servicer pursuant to Section 3.02 hereof and shall not be deemed to be a subservicer Sub-Servicer under this Agreement. (b) If so required If, pursuant to the terms of an the Advance Facility, an Advancing Person is entitled to reimbursement directly from the Trust Administrator, then the Servicer shall not reimburse itself therefor under Section 3.11(a)(ii), Section 3.11(a)(iii) or Section 3.11(a)(vi) prior to the remittance to the Trust Fund, but instead the Servicer shall include such amounts in the applicable remittance to the Trust Administrator made pursuant to Section 3.10 to the extent of amounts on deposit in the Collection Account on the Servicer Remittance Date. The Trust Administrator is hereby authorized to pay to the Advancing Person reimbursements for Advances and shall payServicing Advances from the Distribution Account, to the extent permitted under the terms of the Advance Facility Counterparty (iFacility, to the same extent the Servicer would have been permitted to reimburse itself for such Advances and/or Servicing Advances in accordance with Section 3.11(a)(ii), Section 3.11(a)(iii) reimbursements for Advances; and (ii) all or Section 3.11(a)(vi), as the case may be, had the Servicer itself funded such Advance or Servicing Advance. The Trust Administrator is hereby authorized to pay directly to the Advancing Person such portion of the Servicing Fee as may be so specified the parties to any Advance Facility agree to in the Advance Facility, that would otherwise be payable writing delivered to the Trust Administrator. An Advance Facility may provide that the Servicer pursuant will otherwise cause the remittance of P&I Advance and/or Servicing Advance reimbursement amounts to the Advancing Person, in which case the foregoing sentences in this AgreementSection 3.26(b) shall not apply. (c) Upon request of the Servicer and provision by the Servicer of all necessary forms, the Trustee agrees to execute such reasonable acknowledgments, certificates, and other reasonable documents recognizing the interests of any Advance Facility Counterparty in such Advance Reimbursement Rights All P&I Advances and Servicing Fees as the Servicer may cause to be Advances made subject to Advance Facilities pursuant to the terms of this Section 3.20, Agreement shall be deemed made and such other documents shall be reimbursed on a “first in connection with such Advance Facilities as may be reasonably requested from time to time by any Advance Facility Counterparty. The implementation of the arrangement described in this Section shall not require the consent of Certificateholders, the NIMS Insurer, if any, or the Trusteefirst out” (FIFO) basis. (d) The Servicer shall indemnify the Trustee, None of the Trust Fund, each Certificateholder and any NIMS Insurer for party to this Agreement or any and all claims, losses, liabilities, damages, costs and expenses resulting from other Person shall have any right or claim by the Advance Facility Counterparty, except (with respect to the Trustee and including without limitation any successor servicerright of offset or recoupment) to the extent that such claim, loss, liability, damages or expense results from or arises out of the negligence, recklessness or willful misconduct of the Trustee or successor servicer, or failure by the Trustee or successor servicer to remit funds as required by this Agreement, or the commission of any act or an omission to act by the Trustee or successor servicer and the expiration of any applicable cure or grace period such that an Event of Default amounts allocable under this Agreement occurs to the reimbursement of P&I Advances or such entity is subject Servicing Advances that have been assigned, conveyed or pledged to termination for cause under this Agreementan Advancing Person, or that relate to P&I Advances or Servicing Advances that were funded by an Advancing Person. (e) Any amendment to this Section 3.20 3.26 or to any other provision of this Agreement that may be necessary or appropriate to effect the terms of an Advance Facility as described generally in this SectionSection 3.26, including amendments to add provisions relating to a successor master servicer, may be entered into by the Seller, the Depositor, the Servicer and the Trustee parties to this Agreement without the consent of any CertificateholderCertificateholder but with written confirmation from each Rating Agency that the amendment shall not result in the reduction or withdrawal of the then-current ratings of any outstanding Class of Certificates or any other notes secured by collateral which includes all or a portion of the Class CE Certificates, provided that such amendment is otherwise effected in compliance with the provisions of Section 11.01. All reasonable costs and expenses (including attorneys’ fees) incurred by each party hereto or incurred by (or that would otherwise be incurred by) Class P Certificates and/or the Trust Fund shall be borne solely by the Servicer. The parties hereto acknowledge and agree that (i) any Advances and/or Servicing Advances financed by and/or pledged to an Advance Facility Counterparty under any Advance Facility are obligations owed Residual Certificates, notwithstanding anything to the Servicer payable only from the cash flows and proceeds received under this Agreement for reimbursement of Advances and/or Servicing Advances to the extent provided herein, and the Trustee is not, as a result of the existence of any Advance Facility, obligated or liable to repay any Advances or Servicing Advances financed by the Advance Facility Counterparty; (ii) the Servicer will be responsible for remitting to the Advance Facility Counterparty the applicable amounts collected by it as reimbursement for Advances and/or Servicing Advances funded by the Advance Facility Counterparty, subject to the provisions of contrary in this Agreement; and (iii) the Trustee shall not have any responsibility to track or monitor the administration of the financing arrangement between the Servicer and any Advance Facility Counterparty.

Advance Facility. (a) The Servicer is hereby authorized to enter into any a facility (an “Advance Facility”) with any Person which provides that such Person (any such Person, an “Advance Facility CounterpartyAdvancing Person”) under which agrees to fund some or all of the Delinquency Advances and/or Servicing Advances required to be made by the Servicer pursuant to this Agreement or that the Servicer may pledge or sell assign its rights to receive reimbursement of be reimbursed for Delinquency Advances pursuant to this Agreement (“Advance Reimbursement Rights”) pursuant to credit facilities, repurchase facilities, or similar facilities providing liquidity for the funding of and/or Servicing Advances, including facilities providing that such Advance Facility Counterparty may make all directly or a portion of the Advances (any such facilityindirectly, to an “Advance Facility”)Advancing Person, although no such Advance Facility shall reduce or otherwise affect the Servicer’s obligations obligation to fund such Delinquency Advances and/or Servicing Advances. If so required pursuant to the terms of Servicer enters into an Advance Facility, the Servicer and the related Advancing Person shall deliver to the Trustee at the address set forth in Section 11.19 hereof a written notice (an “Advance Facility Notice”), stating the identity of the Advancing Person. If the Servicer enters into such an Advance Facility pursuant to this Section 8.29, upon reasonable request of the Advancing Person, the Trustee shall execute a letter of acknowledgment prepared by the Servicer, confirming its receipt of notice of the existence of such Advance Facility. To the extent that an Advancing Person previously identified in the Advance Facility Counterparty makes all Notice funds any Delinquency Advance or a portion of any Servicing Advance and the Advance Facility Counterparty and the Servicer provide provides the Trustee and the NIMS Insurer, if any, with notice acknowledged by the Servicer an Officer’s Certificate that such Advance Facility Counterparty Advancing Person is entitled to reimbursement, such Advance Facility Counterparty Advancing Person shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent providedprovided in Section 8.29(c). Such notice from the Advance Facility Counterparty and the Servicer Officer’s Certificate must specify the amount of the reimbursement and must specify which reimbursement, the remittance date, the written payment instructions for the Advancing Person, the Section of this Agreement that permits the applicable Delinquency Advance or Servicing Advance to be reimbursedreimbursed and either the section(s) of the Advance Facility that entitle the Advancing Person to receive reimbursement from the Trustee, rather than the Servicer, or proof of an Event of Default by the Servicer under the Advance Facility entitling the Advancing Person to reimbursement from the Trustee. The Trustee shall have no duty or liability with respect to any calculation of any reimbursement to be paid to an Advancing Person and the NIMS Insurer, if any, shall be entitled to conclusively rely without independent investigation on the Advance Facility CounterpartyOfficer’s statement with respect to the amount of any reimbursement Certificate provided pursuant to this Section 3.20 and with respect to the Advance Facility Counterparty’s statement with respect to the Section of this Agreement permits the Advance to be reimbursed8.29. An Advance Facility Counterparty Advancing Person whose obligations hereunder are limited to the making funding of Delinquency Advances and/or Servicing Advances, or who merely receives an assignment or pledge of the Servicer’s rights to be reimbursed for Delinquency Advances and/or Servicing Advances, shall not be required to meet the qualifications of the Servicer or any Sub-Servicer and will not be deemed to be a subservicer Sub-Servicer under this Agreement. (b) If so required pursuant to None of the terms Depositor or the Trustee shall, as a result of an the existence of any Advance Facility, have any additional duty or liability with respect to the Servicer is hereby authorized calculation or payment of any reimbursement for Delinquency Advances or Servicing Advances, nor, as a result of the existence of any Advance Facility, shall the Depositor or the Trustee have any additional responsibility to and shall pay, to track or monitor the administration of the Advance Facility Counterparty (i) or the reimbursement for Delinquency Advances or Servicing Advances, except to remit reimbursements for Advances; and (ii) all or such portion of the Servicing Fee as may be so specified in the Advance Facility, that would otherwise be payable to the Servicer accordance with payment instructions received pursuant to this Agreement. (c) Upon request of the Servicer and provision by the Servicer of all necessary forms, the Trustee agrees to execute such reasonable acknowledgments, certificates, and other reasonable documents recognizing the interests of any Advance Facility Counterparty in such Advance Reimbursement Rights and Servicing Fees as the Servicer may cause to be made subject to Advance Facilities pursuant to this Section 3.20, and such other documents in connection with such Advance Facilities as may be reasonably requested from time to time by any Advance Facility Counterparty8.29(a). The implementation of the arrangement described in this Section shall not require the consent of Certificateholders, the NIMS Insurer, if any, or the Trustee. (d) The Servicer shall indemnify the Depositor, the Trustee, any successor Servicer, any Owner and the Trust Fund, each Certificateholder and any NIMS Insurer for any and all claimsclaim, lossesloss, liabilities, damages, costs and expenses liability or damage resulting from any claim by the Advance Facility CounterpartyAdvancing Person, except (with respect to the Trustee and any successor servicer) to the extent that such claim, loss, liability, damages liability or expense results damage resulted from or arises arose out of the gross negligence, recklessness or willful misconduct on the part of the Trustee Depositor, the Trustee, any successor Servicer or successor servicerany Owner, as the case may be, or failure by the Trustee successor Servicer or successor servicer the Trustee, as the case may be, to remit funds as required by this Agreement, Agreement or the commission of any an act or an omission to act by the Trustee successor Servicer or successor servicer the Trustee, as the case may be, and the expiration passage of any applicable cure or grace period period, such that an a Servicer Termination Event of Default under this Agreement occurs or such entity is subject to termination for cause under this Agreement. (c) If an Advance Facility is entered into, and if the Servicer so notifies the Trustee, then the Servicer shall not seek reimbursement for any Delinquency Advance or Servicing Advance made by an Advancing Person under Section 8.08(d)(D) and (E) and Section 8.09, but instead the Servicer shall remit the amounts relating to Advances to the Trustee in the monthly remittance made to the Trustee on a Monthly Remittance Date in accordance with this Agreement. The Trustee, upon its receipt of an Officer’s Certificate in accordance with Section 8.29 hereof, shall pay to the Advancing Person or to a trustee, agent or custodian designated in the Officer’s Certificate specified in Section 8.29(a), reimbursements for Delinquency Advances and Servicing Advances from the Certificate Account to the same extent the Servicer would have been permitted to reimburse itself from the Principal and Interest Account for such Delinquency Advances and/or Servicing Advances in accordance with Sections 8.08(d)(D) and (E) and Section 8.09, as the case may be, had the Servicer itself funded such Delinquency Advance or Servicing Advance. (d) All Delinquency Advances and Servicing Advances made pursuant to the terms of this Agreement shall be deemed made and shall be reimbursed on a “first in-first out” (FIFO) basis, such that an advance made earlier in time with respect to any Home Equity Loan shall be reimbursed to the Servicer who made that advance, before reimbursement of an advance made later in time with respect to that Home Equity Loan, and a predecessor Servicer’s advances with respect to any particular Home Equity Loan shall be reimbursed before reimbursement of a successor Servicer’s advances with respect to such Home Equity Loan. (e) In making its determination that any Delinquency Advance or Servicing Advance theretofore made has become a Nonrecoverable Advance, the Servicer shall apply the same criteria in making such determination regardless of whether such Delinquency Advance or Servicing Advance shall have been made by the Servicer or any predecessor Servicer. (f) The Servicer shall maintain and provide to any successor Servicer and, upon request, the Trustee a detailed accounting on a loan-by-loan basis as to amounts advanced by, pledged or assigned to, and reimbursed to any Advancing Person. The successor Servicer shall be entitled to rely on any such information provided by the predecessor Servicer, and the successor Servicer shall not be liable for any errors in such information. (g) Any amendment to this Section 3.20 8.29 or to any other provision of this Agreement that may be necessary or appropriate to effect the terms of an Advance Facility as described generally in this SectionSection 8.29, including amendments to add provisions relating to a successor servicerServicer, may be entered into by the Seller, the Depositor, the Servicer Sellers, the Trustee and the Trustee Servicer without the consent of any Certificateholder, provided that such amendment is otherwise effected in compliance complies with the provisions of Section 11.0111.14. All reasonable costs and expenses (including attorneys’ fees) incurred by of each party hereto or incurred by (or that would otherwise be incurred by) the Trust Fund of any such amendment shall be borne solely by the Servicer. The parties hereto hereby acknowledge and agree that that: (ia) any the Delinquency Advances and/or Servicing Advances financed by and/or pledged to an Advance Facility Counterparty Advancing Person under any Advance Facility are obligations owed to the Servicer payable only from the cash flows and proceeds received under this Agreement for reimbursement of Delinquency Advances and/or Servicing Advances only to the extent provided herein, and the Trustee is and the Trust are not, as a result of the existence of any Advance Facility, separately obligated or liable to repay any Delinquency Advances or and/or Servicing Advances financed by the Advance Facility CounterpartyAdvancing Person; (iib) the Servicer will be responsible for remitting to the Advance Facility Counterparty Advancing Person the applicable amounts collected by it as reimbursement for Delinquency Advances and/or Servicing Advances funded by the Advance Facility CounterpartyAdvancing Person, subject to the provisions of this AgreementAgreement and except to the extent an election is made to remit all such reimbursements to the Trustee as described in Section 8.29(c); and (iiic) the Trustee shall not have any responsibility to track or monitor the administration of the financing arrangement between the Servicer and any Advance Facility CounterpartyAdvancing Person.

Advance Facility. (a) The Servicer on behalf of the Trust Fund is hereby authorized to enter into any a facility with any Person (any such Person, an “Advance Facility Counterparty”) under which the Servicer may pledge or sell its rights to receive reimbursement of Advances pursuant to this Agreement (“Advance Reimbursement Rights”) pursuant to credit facilities, repurchase facilities, or similar facilities providing liquidity for the funding of Advances, including facilities providing provides that such Advance Facility Counterparty Person (an "Advancing Servicer") may make all or a portion of the Advances (any such facility, an “Advance Facility”)to the Trust Fund under this Agreement, although no Advance Facility such facility shall reduce or otherwise affect the Servicer’s 's obligations to fund such Advances. If so required pursuant to the terms of an Advance Facility, to To the extent that an Advance Facility Counterparty Advancing Servicer makes all or a portion of any Advance and the Advance Facility Counterparty and the Servicer provide provides the Trustee and the NIMS Insurer, if any, with notice acknowledged by the Servicer that such Advance Facility Counterparty Advancing Servicer is entitled to reimbursement, such Advance Facility Counterparty Advancing Servicer shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent providedprovided in Section 3.06(b). Such notice from the Advance Facility Counterparty and the Advancing Servicer must specify the amount of the reimbursement and must specify which Section of this Agreement permits the Advance to be reimbursed. The Trustee and the NIMS Insurer, if any, shall be entitled to rely without independent investigation on the Advance Facility Counterparty’s Advancing Servicer's statement with respect to the amount of any reimbursement pursuant to this Section 3.20 3.06 and with respect to the Advance Facility Counterparty’s Advancing Servicer's statement with respect to the Section of this Agreement permits the Advance to be reimbursed. An Advance Facility Counterparty Advancing Servicer whose obligations are limited to the making of Advances will not be deemed to be a subservicer Sub-Servicer under this Agreement. (b) If so required an advancing facility is entered into, then the Servicer shall not be permitted to reimburse itself therefor under Section 3.01(c) of the Standard Terms prior to the remittance to the Trust Fund, but instead the Servicer shall include such amounts in the applicable remittance to the Trustee made pursuant to Section 3.02(a) of the terms of an Advance Facility, the Servicer Standard Terms. The Trustee is hereby authorized to and shall pay, pay to the Advance Facility Counterparty (i) Advancing Servicer, reimbursements for Advances; and Advances from the Asset Proceeds Account to the same extent (iiexcept as provided below) all or the Servicer would have been permitted to reimburse itself for such Advances in accordance with Section 3.01(c) of the Standard Terms had the Servicer itself funded such Advance. An Advancing Servicer is NOT entitled to be reimbursed by the Trustee from the Asset Proceeds Account for any reimbursed Advances from funds held in the Asset Proceeds Account for future distribution pursuant to Section 3.04 of the Standard Terms. The Trustee is hereby authorized to pay directly to the Advancing Servicer such portion of the Servicing Fee as may be so specified in the Advance Facility, that would otherwise be payable parties to the Servicer pursuant to this Agreementany advancing facility agree. (c) Upon request of the Servicer and provision by the Servicer of all necessary forms, the Trustee agrees to execute such reasonable acknowledgments, certificates, and other reasonable documents recognizing the interests of any Advance Facility Counterparty in such Advance Reimbursement Rights and Servicing Fees as the Servicer may cause to be All Advances made subject to Advance Facilities pursuant to the terms of this Section 3.20, Agreement shall be deemed made and such other documents in connection with such Advance Facilities as may shall be reasonably requested from time to time by any Advance Facility Counterparty. The implementation of the arrangement described in this Section shall not require the consent of Certificateholders, the NIMS Insurer, if any, or the Trustee. reimbursed on a "first-in-first out" (dFIFO) The Servicer shall indemnify the Trustee, the Trust Fund, each Certificateholder and any NIMS Insurer for any and all claims, losses, liabilities, damages, costs and expenses resulting from any claim by the Advance Facility Counterparty, basis; except (with respect to the Trustee and any successor servicer) to the extent that such claim, loss, liability, damages or expense results from or arises out of the negligence, recklessness or willful misconduct of the Trustee or successor servicer, or failure by the Trustee or successor servicer to remit funds as required by this Agreement, or the commission of any act or an omission to act by the Trustee or successor servicer and the expiration of any applicable cure or grace period such that an Event of Default under this Agreement occurs or such entity is subject to termination for cause under this Agreement. (e) Any amendment to this Section 3.20 or to any other provision of this Agreement that may be necessary or appropriate to effect the terms of an Advance Facility as described generally in this Section, including amendments to add provisions relating to a successor servicer, may be entered into by the Seller, the Depositor, the Servicer and the Trustee without the consent of any Certificateholder, provided that such amendment is otherwise effected in compliance with the provisions of Section 11.01. All reasonable costs and expenses (including attorneys’ fees) incurred by each party hereto or incurred by (or that would otherwise be incurred by) the Trust Fund shall be borne solely by the Servicer. The parties hereto acknowledge and agree that (i) any Advances and/or Servicing Advances financed by and/or pledged to an Advance Facility Counterparty under any Advance Facility are obligations owed to the Servicer payable only from the cash flows and proceeds received under this Agreement for reimbursement of Advances and/or Servicing Advances to the extent provided herein, and the Trustee is not, acting as a result of the existence of any Advance Facility, obligated or liable to repay any Successor Servicer its Advances or Servicing Advances financed by the Advance Facility Counterparty; (ii) the Servicer will shall be responsible for remitting to the Advance Facility Counterparty the applicable amounts collected by it as reimbursement for Advances and/or Servicing Advances funded by the Advance Facility Counterparty, subject to the provisions of this Agreement; and (iii) the Trustee shall not have any responsibility to track or monitor the administration of the financing arrangement between the Servicer and any Advance Facility Counterpartyreimbursed first.

Advance Facility. (a) The Servicer is hereby authorized to enter into any a facility with any Person (any such Person, an “Advance Facility Counterparty”) under which the Servicer may pledge or sell its rights to receive reimbursement of Advances pursuant to this Agreement (“Advance Reimbursement Rights”) pursuant to credit facilities, repurchase facilities, or similar facilities providing liquidity for the funding of Advances, including facilities providing that such Advance Facility Counterparty may make all or a portion of the Advances (any such facility, an “Advance Facility”)) with any Person which provides that such Person (an “Advancing Person”) may fund Delinquency Advances and/or Servicing Advances to the Trust under this Agreement, although no Advance Facility such facility shall reduce or otherwise affect the Servicer’s obligations obligation to fund such Delinquency Advances and/or Servicing Advances. If so required pursuant to the terms of Servicer enters into an Advance Facility, the Servicer and the related Advancing Person shall deliver to the Trustee at the address set forth in Section 11.19 hereof a written notice (an “Advance Facility Notice”), stating the identity of the Advancing Person. If the Servicer enters into such an Advance Facility pursuant to this Section 8.29, upon reasonable request of the Advancing Person, the Trustee shall execute a letter of acknowledgment, confirming its receipt of notice of the existence of such Advance Facility. To the extent that an Advancing Person funds any Delinquency Advance Facility Counterparty makes all or a portion of any Servicing Advance and the Advance Facility Counterparty and the Servicer provide provides the Trustee and the NIMS Insurer, if any, with notice acknowledged by the Servicer an Officer’s Certificate that such Advance Facility Counterparty Advancing Person is entitled to reimbursement, such Advance Facility Counterparty Advancing Person shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent providedprovided in Section 8.29(b). Such notice from the Advance Facility Counterparty and the Servicer Officer’s Certificate must specify the amount of the reimbursement and must specify which reimbursement, the remittance date, the Section of this Agreement that permits the applicable Delinquency Advance or Servicing Advance to be reimbursedreimbursed and either the section(s) of the Advance Facility that entitle the Advancing Person to request reimbursement from the Trustee, rather than the Servicer, or proof of an Event of Default by the Servicer under the Advance Facility entitling the Advancing Person to reimbursement from the Trustee. The Trustee shall have no duty or liability with respect to any calculation of any reimbursement to be paid to an Advancing Person and the NIMS Insurer, if any, shall be entitled to rely without independent investigation on the Advance Facility CounterpartyOfficer’s statement with respect to the amount of any reimbursement Certificate provided pursuant to this Section 3.20 and with respect to the Advance Facility Counterparty’s statement with respect to the Section of this Agreement permits the Advance to be reimbursed8.29. An Advance Facility Counterparty Advancing Person whose obligations hereunder are limited to the making funding of Delinquency Advances and/or Servicing Advances shall not be required to meet the qualifications of the Servicer or any Sub-Servicer and will not be deemed to be a subservicer Sub-Servicer under this Agreement. (b) If so required pursuant to None of the terms Depositor or the Trustee shall, as a result of an the existence of any Advance Facility, have any additional duty or liability with respect to the Servicer is hereby authorized calculation or payment of any reimbursement for Delinquency Advances or Servicing Advances, nor, as a result of the existence of any Advance Facility, shall the Depositor or the Trustee have any additional responsibility to and shall pay, to track or monitor the administration of the Advance Facility Counterparty (i) reimbursements or the payment of reimbursement for Advances; and (ii) all Delinquency Advances or such portion of the Servicing Fee as may be so specified in the Advance Facility, that would otherwise be payable Advances to the Servicer pursuant to this Agreement. (c) Upon request of the Servicer and provision by the Servicer of all necessary forms, the Trustee agrees to execute such reasonable acknowledgments, certificates, and other reasonable documents recognizing the interests of any Advance Facility Counterparty in such Advance Reimbursement Rights and Servicing Fees as the Servicer may cause to be made subject to Advance Facilities pursuant to this Section 3.20, and such other documents in connection with such Advance Facilities as may be reasonably requested from time to time by any Advance Facility CounterpartyServicer’s Assignee. The implementation of the arrangement described in this Section shall not require the consent of Certificateholders, the NIMS Insurer, if any, or the Trustee. (d) The Servicer shall indemnify the Depositor, the Trustee, any successor Servicer and the Trust Fund, each Certificateholder and any NIMS Insurer for any and all claimsclaim, lossesloss, liabilities, damages, costs and expenses liability or damage resulting from any claim by the Advance Facility CounterpartyAdvancing Person, except (with respect to the Trustee and any successor servicer) to the extent that such claim, loss, liability, damages liability or expense results damage resulted from or arises arose out of the negligence, recklessness or willful misconduct on the part of the Depositor, the Trustee or any successor servicerServicer, as the case may be, or failure by the Trustee successor Servicer or successor servicer the Trustee, as the case may be, to remit funds as required by this Agreement, Agreement or the commission of any an act or an omission to act by the Trustee successor Servicer or successor servicer the Trustee, as the case may be, and the expiration passage of any applicable cure or grace period period, such that an a Servicer Termination Event of Default under this Agreement occurs or such entity is subject to termination for cause under this Agreement. (c) If an Advancing Facility is entered into, then the Servicer shall not be permitted to reimburse itself for any Delinquency Advance or Servicing Advance made by an Advancing Person under Section 8.08(d)(D) and (E) and Section 8.09 prior to the remittance to the Trust, but instead the Servicer shall remit such amounts in accordance with the documentation establishing the Advance Facility to the Trustee. The Trustee is hereby authorized to pay to the Advancing Person, reimbursements for Delinquency Advances and Servicing Advances from the Certificate Account to the same extent the Servicer would have been permitted to reimburse itself from the Principal and Interest Account for such Delinquency Advances and/or Servicing Advances in accordance with Section 8.08(d)(D) and (E) and Section 8.09, as the case may be, had the Servicer itself funded such Delinquency Advance or Servicing Advance. The Trustee is hereby authorized to pay directly to the Advancing Person such portion of the Servicing Fee as the parties to any advancing facility agree in writing. (d) All Delinquency Advances and Servicing Advances made pursuant to the terms of this Agreement shall be deemed made and shall be reimbursed on a “first in-first out” (FIFO) basis. (e) In making its determination that any Delinquency Advance or Servicing Advance theretofore made has become a Nonrecoverable Advance, the Servicer shall apply the same criteria in making such determination regardless of whether such Delinquency Advance or Servicing Advance shall have been made by the Servicer or any predecessor Servicer. (f) The Servicer shall maintain and provide to any successor Servicer and, upon request, the Trustee a detailed accounting on a loan-by-loan basis as to amounts advanced by, pledged or assigned to, and reimbursed to any Advancing Person. The successor Servicer shall be entitled to rely on any such information provided by the predecessor Servicer, and the successor Servicer shall not be liable for any errors in such information. (g) Any amendment to this Section 3.20 8.29 or to any other provision of this Agreement that may be necessary or appropriate to effect the terms of an Advance Facility as described generally in this SectionSection 8.29, including amendments to add provisions relating to a successor servicerServicer, may be entered into by the Seller, the Depositor, the Servicer Sellers, the Trustee and the Trustee Servicer without the consent of any Certificateholder, provided that such amendment is otherwise effected in compliance complies with the provisions of Section 11.0111.14. All reasonable costs and expenses (including attorneys’ fees) incurred by of each party hereto or incurred by (or that would otherwise be incurred by) the Trust Fund of any such amendment shall be borne solely by the Servicer. The parties hereto hereby acknowledge and agree that that: (ia) any the Delinquency Advances and/or Servicing Advances financed by and/or pledged to an Advance Facility Counterparty Advancing Person under any Advance Facility are obligations owed to the Servicer payable only from the cash flows and proceeds received under this Agreement for reimbursement of Delinquency Advances and/or Servicing Advances only to the extent provided herein, and the Trustee is and the Trust are not, as a result of the existence of any Advance Facility, obligated or liable to repay any Delinquency Advances or and/or Servicing Advances financed by the Advance Facility CounterpartyAdvancing Person; (iib) the Servicer will be responsible for remitting to the Advance Facility Counterparty Advancing Person the applicable amounts collected by it as reimbursement for Delinquency Advances and/or Servicing Advances funded by the Advance Facility CounterpartyAdvancing Person, subject to the provisions of this Agreement; and (iiic) the Trustee shall not have any responsibility to track or monitor the administration of the financing arrangement between the Servicer and any Advance Facility CounterpartyAdvancing Person.

Advance Facility. (a) The Servicer is hereby authorized to enter into any facility with any Person (any such Person, an “"Advance Facility Counterparty”") under which provides that the Servicer may pledge or sell its rights to receive reimbursement of Advances pursuant to this Agreement (“"Advance Reimbursement Rights”") pursuant to credit facilities, repurchase facilities, or similar facilities providing liquidity for the funding of Advances, including facilities providing that such Advance Facility Counterparty may make all or a portion of the Advances (any such facility, an “"Advance Facility”"), although no Advance Facility shall reduce or otherwise affect the Servicer’s 's obligations to fund such Advances. If so required pursuant to the terms of an Advance Facility, to the extent that an Advance Facility Counterparty makes all or a portion of any Advance and the Advance Facility Counterparty and the Servicer provide the Trustee and the NIMS Insurer, if any, with notice acknowledged by the Servicer that such Advance Facility Counterparty is entitled to reimbursement, such Advance Facility Counterparty shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent provided. Such notice from the Advance Facility Counterparty and the Servicer must specify the amount of the reimbursement and must specify which Section of this Agreement permits the Advance to be reimbursed. The Trustee and the NIMS Insurer, if any, shall be entitled to rely without independent investigation on the Advance Facility Counterparty’s 's statement with respect to the amount of any reimbursement pursuant to this Section 3.20 and with respect to the Advance Facility Counterparty’s 's statement with respect to the Section of this Agreement permits the Advance to be reimbursed. An Advance Facility Counterparty whose obligations are limited to the making of Advances will not be deemed to be a subservicer Subservicer under this Agreement. (b) If so required pursuant to the terms of an Advance Facility, the Servicer may direct, and if so directed the Trustee is hereby authorized to and shall pay, pay to the Advance Facility Counterparty (i) reimbursements for Advances; and (ii) all or such portion of the Servicing Fee as may be so specified in the Advance Facility, that would otherwise be payable to the Servicer pursuant to this Agreement or the Servicing Agreement. (c) Upon request of the Servicer and provision by the Servicer of all necessary formsServicer, the Trustee agrees to execute such reasonable acknowledgments, certificates, and other reasonable documents recognizing the interests of any Advance Facility Counterparty in such Advance Reimbursement Rights and Servicing Fees as the Servicer may cause to be made subject to Advance Facilities pursuant to this Section 3.20, and such other documents in connection with such Advance Facilities as may be reasonably requested from time to time by any Advance Facility Counterparty. The implementation of the arrangement described in this Section shall not require the consent of Certificateholders, the NIMS Insurer, if any, Certificateholders or the Trustee. (d) The Servicer shall indemnify the Trustee, the Trust Fund, each Certificateholder and any NIMS Insurer for any and all claims, losses, liabilities, damages, costs and expenses resulting from any claim by the Advance Facility Counterparty, except (with respect to the Trustee and any successor servicer) to the extent that such claim, loss, liability, damages or expense results from or arises out of the negligence, recklessness or willful misconduct of the Trustee or successor servicer, or failure by the Trustee or successor servicer to remit funds as required by this Agreement, or the commission of any act or an omission to act by the Trustee or successor servicer and the expiration of any applicable cure or grace period such that an Event of Default under this Agreement occurs or such entity is subject to termination for cause under this Agreement. (e) Any amendment to this Section 3.20 or to any other provision of this Agreement that may be necessary or appropriate to effect the terms of an Advance Facility as described generally in this Section, including amendments to add provisions relating to a successor servicer, may be entered into by the Seller, the Depositor, the Servicer and the Trustee without the consent of any Certificateholder, provided that such amendment is otherwise effected in compliance with the provisions of Section 11.01. All reasonable costs and expenses (including attorneys’ fees) incurred by each party hereto or incurred by (or that would otherwise be incurred by) the Trust Fund shall be borne solely by the Servicer. The parties hereto acknowledge and agree that (i) any Advances and/or Servicing Advances financed by and/or pledged to an Advance Facility Counterparty under any Advance Facility are obligations owed to the Servicer payable only from the cash flows and proceeds received under this Agreement for reimbursement of Advances and/or Servicing Advances to the extent provided herein, and the Trustee is not, as a result of the existence of any Advance Facility, obligated or liable to repay any Advances or Servicing Advances financed by the Advance Facility Counterparty; (ii) the Servicer will be responsible for remitting to the Advance Facility Counterparty the applicable amounts collected by it as reimbursement for Advances and/or Servicing Advances funded by the Advance Facility Counterparty, subject to the provisions of this Agreement; and (iii) the Trustee shall not have any responsibility to track or monitor the administration of the financing arrangement between the Servicer and any Advance Facility Counterparty.

Advance Facility. (a) The Master Servicer is hereby authorized to enter into any a facility with any Person (any such Person, an “Advance Facility Counterparty”) under which the Servicer may pledge or sell its rights to receive reimbursement of Advances pursuant to this Agreement (“Advance Reimbursement Rights”) pursuant to credit facilities, repurchase facilities, or similar facilities providing liquidity for the funding of Advances, including facilities providing provides that such Advance Facility Counterparty Person (an "Advancing Person") may make all or a portion of the fund Monthly Advances (any such facility, an “Advance Facility”)and/or Servicing Advances under this Agreement, although no Advance Facility such facility shall reduce or otherwise affect the Master Servicer’s obligations 's obligation to fund such Monthly Advances and/or Servicing Advances. If so required pursuant to the terms of an Advance Facility, to To the extent that an Advancing Person funds any Monthly Advance Facility Counterparty makes all or a portion of any Servicing Advance and the Advance Facility Counterparty and the Servicer provide provides the Trustee and the NIMS Insurer, if any, with notice acknowledged by the Master Servicer that such Advance Facility Counterparty Advancing Person is entitled to reimbursement, such Advance Facility Counterparty Advancing Person shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent providedprovided in Section 3.21(b). Such notice from the Advance Facility Counterparty and the Servicer Advancing Person must specify the amount of the reimbursement and must specify which Section of this Agreement permits the applicable Monthly Advance or Servicing Advance to be reimbursed. The Trustee shall have no duty or liability with respect to any calculation of any reimbursement to be paid to an Advancing Person and the NIMS Insurer, if any, shall be entitled to rely without independent investigation on the Advance Facility Counterparty’s statement with respect to the amount of any reimbursement Advancing Person's notice provided pursuant to this Section 3.20 and with respect to the Advance Facility Counterparty’s statement with respect to the Section of this Agreement permits the Advance to be reimbursed3.21. An Advance Facility Counterparty Advancing Person whose obligations hereunder are limited to the making funding of Monthly Advances will and/or Servicing Advances shall not be deemed required to be meet the qualifications of a subservicer under this AgreementSubservicer pursuant to Section 3.02 hereof. (b) If so required pursuant an Advancing Person is entitled to reimbursement for any particular Monthly Advance or Servicing Advance, then the Master Servicer shall not be permitted to reimburse itself therefor under Section 3.07(a)(iv) or Section 3.07(a)(v), but instead the Master Servicer shall remit such amounts to the terms Trustee (at the same time that the Master Servicer makes the monthly remittance to the Trustee to the extent of an Advance Facility, amounts on deposit in the Servicer Certificate Account on the related Determination Date). The Trustee is hereby authorized to pay to an Advancing Person reimbursements for Monthly Advances and shall pay, Servicing Advances from the Distribution Account to the Advance Facility Counterparty (i) reimbursements same extent the Master Servicer would have been permitted to reimburse itself for Advances; and (ii) all or such portion of the Servicing Fee as may be so specified in the Advance Facility, that would otherwise be payable to the Servicer pursuant to this Agreement. (c) Upon request of the Servicer and provision by the Servicer of all necessary forms, the Trustee agrees to execute such reasonable acknowledgments, certificates, and other reasonable documents recognizing the interests of any Advance Facility Counterparty in such Advance Reimbursement Rights and Servicing Fees as the Servicer may cause to be made subject to Advance Facilities pursuant to this Section 3.20, and such other documents in connection with such Advance Facilities as may be reasonably requested from time to time by any Advance Facility Counterparty. The implementation of the arrangement described in this Section shall not require the consent of Certificateholders, the NIMS Insurer, if any, or the Trustee. (d) The Servicer shall indemnify the Trustee, the Trust Fund, each Certificateholder and any NIMS Insurer for any and all claims, losses, liabilities, damages, costs and expenses resulting from any claim by the Advance Facility Counterparty, except (with respect to the Trustee and any successor servicer) to the extent that such claim, loss, liability, damages or expense results from or arises out of the negligence, recklessness or willful misconduct of the Trustee or successor servicer, or failure by the Trustee or successor servicer to remit funds as required by this Agreement, or the commission of any act or an omission to act by the Trustee or successor servicer and the expiration of any applicable cure or grace period such that an Event of Default under this Agreement occurs or such entity is subject to termination for cause under this Agreement. (e) Any amendment to this Section 3.20 or to any other provision of this Agreement that may be necessary or appropriate to effect the terms of an Advance Facility as described generally in this Section, including amendments to add provisions relating to a successor servicer, may be entered into by the Seller, the Depositor, the Servicer and the Trustee without the consent of any Certificateholder, provided that such amendment is otherwise effected in compliance with the provisions of Section 11.01. All reasonable costs and expenses (including attorneys’ fees) incurred by each party hereto or incurred by (or that would otherwise be incurred by) the Trust Fund shall be borne solely by the Servicer. The parties hereto acknowledge and agree that (i) any Monthly Advances and/or Servicing Advances financed by and/or pledged to an Advance Facility Counterparty under any Advance Facility are obligations owed to the Servicer payable only from the cash flows and proceeds received under this Agreement for reimbursement of Advances and/or Servicing Advances to the extent provided herein, and the Trustee is notin accordance with Section 3.07(a)(iv) or Section 3.07(a)(v), as a result of the existence of any case may be, had the Master Servicer made such Monthly Advance Facility, obligated or liable to repay any Advances or Servicing Advances financed by the Advance Facility Counterparty; (ii) the Servicer will be responsible for remitting to the Advance Facility Counterparty the applicable amounts collected by it as reimbursement for Advances and/or Servicing Advances funded by the Advance Facility Counterparty, subject to the provisions of this Agreement; and (iii) the Trustee shall not have any responsibility to track or monitor the administration of the financing arrangement between the Servicer and any Advance Facility CounterpartyAdvance.

Advance Facility. (a) The Servicer is hereby authorized to enter into any a financing or other facility (an “Advance Facility”) with any Person which provides that such Person (any such Person, an “Advance Facility CounterpartyAdvancing Person”) under which agrees to fund some or all of the Delinquency Advances and/or Servicing Advances required to be made by the Servicer pursuant to this Agreement or that the Servicer may pledge or sell assign its rights to receive reimbursement of be reimbursed for Delinquency Advances pursuant to this Agreement (“Advance Reimbursement Rights”) pursuant to credit facilities, repurchase facilities, or similar facilities providing liquidity for the funding of and/or Servicing Advances, including facilities providing that such Advance Facility Counterparty may make all directly or a portion of the Advances (any such facilityindirectly, to an “Advance Facility”)Advancing Person, although no such Advance Facility shall reduce or otherwise affect the Servicer’s obligations obligation to fund such Delinquency Advances and/or Servicing Advances. No consent of the Depositor, the Master Servicer, the Securities Administrator, the Trustee, the Certificateholders or any other party shall be required before the Servicer may enter into an Advance Facility. If so required pursuant to the terms of Servicer enters into an Advance Facility, the Servicer and the related Advancing Person shall deliver to the Trustee and the Securities Administrator at the address set forth in Section 11.19 hereof a written notice (an “Advance Facility Notice”), stating the identity of the Advancing Person. If the Servicer enters into such an Advance Facility pursuant to this Section 8.29, upon reasonable request of the Advancing Person, the Trustee and the Securities Administrator shall execute a letter of acknowledgment prepared by the Servicer, confirming its receipt of notice of the existence of such Advance Facility. To the extent that an Advancing Person previously identified in the Advance Facility Counterparty makes all Notice funds any Delinquency Advance or a portion of any Servicing Advance and the Advance Facility Counterparty Servicer provides the Securities Administrator and the Servicer provide the Trustee and the NIMS Insurer, if any, with notice acknowledged by the Servicer an Officer’s Certificate that such Advance Facility Counterparty Advancing Person is entitled to reimbursement, such Advance Facility Counterparty Advancing Person shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent providedprovided in Section 8.29(c). Such notice from the Advance Facility Counterparty and the Servicer Officer’s Certificate must specify the amount of the reimbursement and must specify which reimbursement, the remittance date, the written payment instructions for the Advancing Person, the Section of this Agreement that permits the applicable Delinquency Advance or Servicing Advance to be reimbursedreimbursed and either the section(s) of the Advance Facility that entitle the Advancing Person to receive reimbursement from the Securities Administrator, rather than the Servicer, or proof of an event of default by the Servicer under the Advance Facility entitling the Advancing Person to reimbursement from the Securities Administrator. The Neither the Trustee nor the Securities Administrator shall have any duty or liability with respect to any calculation of any reimbursement to be paid to an Advancing Person and the NIMS Insurer, if any, shall be entitled to conclusively rely without independent investigation on the Advance Facility CounterpartyOfficer’s statement with respect to the amount of any reimbursement Certificate provided pursuant to this Section 3.20 and with respect to the Advance Facility Counterparty’s statement with respect to the Section of this Agreement permits the Advance to be reimbursed8.29. An Advance Facility Counterparty Advancing Person whose obligations hereunder are limited to the making funding of Delinquency Advances and/or Servicing Advances, or who merely receives an assignment or pledge of the Servicer’s rights to be reimbursed for Delinquency Advances and/or Servicing Advances, shall not be required to meet the qualifications of the Servicer or any Sub-Servicer and will not be deemed to be a subservicer Sub-Servicer under this Agreement. An Advancing Person may designate a trustee, agent or custodian to receive any reimbursements due it in accordance with the documentation establishing the Advance Facility. (b) If so required pursuant to None of the terms Depositor, the Master Servicer, the Securities Administrator or the Trustee shall, as a result of an the existence of any Advance Facility, have any additional duty or liability with respect to the Servicer is hereby authorized calculation or payment of any reimbursement for Delinquency Advances or Servicing Advances, nor, as a result of the existence of any Advance Facility, shall the Depositor, the Master Servicer, the Securities Administrator or the Trustee have any additional responsibility to and shall pay, to track or monitor the administration of the Advance Facility Counterparty (i) or the reimbursement for Delinquency Advances or Servicing Advances, except to remit reimbursements for Advances; and (ii) all or such portion of the Servicing Fee as may be so specified in the Advance Facility, that would otherwise be payable to the Servicer accordance with payment instructions received pursuant to this Agreement. (c) Upon request of the Servicer and provision by the Servicer of all necessary forms, the Trustee agrees to execute such reasonable acknowledgments, certificates, and other reasonable documents recognizing the interests of any Advance Facility Counterparty in such Advance Reimbursement Rights and Servicing Fees as the Servicer may cause to be made subject to Advance Facilities pursuant to this Section 3.20, and such other documents in connection with such Advance Facilities as may be reasonably requested from time to time by any Advance Facility Counterparty8.29(a). The implementation of the arrangement described in this Section shall not require the consent of Certificateholders, the NIMS Insurer, if any, or the Trustee. (d) The Servicer shall indemnify the Depositor, the Trustee, the Master Servicer, the Securities Administrator any successor Servicer, any Owner and the Trust Fund, each Certificateholder and any NIMS Insurer for any and all claimsclaim, lossesloss, liabilities, damages, costs and expenses liability or damage resulting from any claim by the Advance Facility CounterpartyAdvancing Person, except (with respect to the Trustee and any successor servicer) to the extent that such claim, loss, liability, damages liability or expense results damage resulted from or arises arose out of the gross negligence, recklessness or willful misconduct on the part of the Trustee Depositor, the Trustee, the Master Servicer, the Securities Administrator any successor Servicer or successor servicerany Owner, as the case may be, or failure by the Trustee successor Servicer or successor servicer the Master Servicer, as the case may be, to remit funds as required by this Agreement, Agreement or the commission of any an act or an omission to act by the Trustee successor Servicer or successor servicer the Master Servicer, as the case may be, and the expiration passage of any applicable cure or grace period period, such that an a Servicer Termination Event of Default under this Agreement occurs or such entity is subject to termination for cause under this Agreement. (c) If an Advance Facility is entered into, and if the Servicer so notifies the Securities Administrator and the Trustee, then the Servicer shall not seek reimbursement for any Delinquency Advance or Servicing Advance made by an Advancing Person under Section 8.08(d)(D) and (E) and Section 8.09, but instead the Servicer shall remit the amounts relating to Advances to the Securities Administrator in the monthly remittance made to the Securities Administrator on a Monthly Remittance Date in accordance with this Agreement. The Securities Administrator, upon its receipt of an Officer’s Certificate in accordance with Section 8.29 hereof, shall pay to the Advancing Person or to a trustee, agent or custodian designated in the Officer’s Certificate specified in Section 8.29(a), reimbursements for Delinquency Advances and Servicing Advances from the Certificate Account to the same extent the Servicer would have been permitted to reimburse itself from the Principal and Interest Account for such Delinquency Advances and/or Servicing Advances in accordance with Sections 8.08(d)(D) and (E) and Section 8.09, as the case may be, had the Servicer itself funded such Delinquency Advance or Servicing Advance. (d) All Delinquency Advances and Servicing Advances made pursuant to the terms of this Agreement shall be deemed made and shall be reimbursed on a “first in-first out” (FIFO) basis, such that an advance made earlier in time with respect to any Home Equity Loan shall be reimbursed to the Servicer who made that advance, before reimbursement of an advance made later in time with respect to that Home Equity Loan, and a predecessor Servicer’s advances with respect to any particular Home Equity Loan shall be reimbursed before reimbursement of a successor Servicer’s advances with respect to such Home Equity Loan. (e) In making its determination that any Delinquency Advance or Servicing Advance theretofore made has become a Nonrecoverable Advance, the Servicer shall apply the same criteria in making such determination regardless of whether such Delinquency Advance or Servicing Advance shall have been made by the Servicer or any predecessor Servicer. (f) The Servicer shall maintain and provide to any successor Servicer (including the Master Servicer) and, upon request, the Trustee a detailed accounting on a loan-by-loan basis as to amounts advanced by, pledged or assigned to, and reimbursed to any Advancing Person. The successor Servicer shall be entitled to rely on any such information provided by the predecessor Servicer, and the successor Servicer shall not be liable for any errors in such information. (g) Any amendment to this Section 3.20 8.29 or to any other provision of this Agreement that may be necessary or appropriate to effect the terms of an Advance Facility as described generally in this SectionSection 8.29, including amendments to add provisions relating to a successor servicerServicer, may be entered into by the Depositor, the Seller, the DepositorMaster Servicer, the Servicer Securities Administrator, the Trustee and the Trustee Servicer without the consent of any Certificateholder, provided that such amendment is otherwise effected in compliance complies with the provisions of Section 11.0111.14. All reasonable costs and expenses (including attorneys’ fees) incurred by of each party hereto or incurred by (or that would otherwise be incurred by) the Trust Fund of any such amendment shall be borne solely by the Servicer. The parties hereto hereby acknowledge and agree that that: (ia) any the Delinquency Advances and/or Servicing Advances financed by and/or pledged to an Advance Facility Counterparty Advancing Person under any Advance Facility are obligations owed to the Servicer payable only from the cash flows and proceeds received under this Agreement for reimbursement of Delinquency Advances and/or Servicing Advances only to the extent provided herein, and the Trustee is Trustee, Securities Administrator and the Trust are not, as a result of the existence of any Advance Facility, separately obligated or liable to repay any Delinquency Advances or and/or Servicing Advances financed by the Advance Facility CounterpartyAdvancing Person; (iib) the Servicer will be responsible for remitting to the Advance Facility Counterparty Advancing Person the applicable amounts collected by it as reimbursement for Delinquency Advances and/or Servicing Advances funded by the Advance Facility CounterpartyAdvancing Person, subject to the provisions of this AgreementAgreement and except to the extent an election is made to remit all such reimbursements to the Securities Administrator as described in Section 8.29(c); and (iiic) the Trustee and Securities Administrator shall not have any responsibility to track or monitor the administration of the financing arrangement between the Servicer and any Advance Facility CounterpartyAdvancing Person. ARTICLE VIIIA MASTER SERVICING AND ADMINISTRATION OF HOME EQUITY LOANS Section 8A.01.

Advance Facility. (a) The Servicer is hereby authorized to enter into any a facility (an “Advance Facility”) with any Person which provides that such Person (any such Person, an “Advance Facility CounterpartyAdvancing Person”) under which agrees to fund some or all of the Delinquency Advances and/or Servicing Advances required to be made by the Servicer pursuant to this Agreement or that the Servicer may pledge or sell assign its rights to receive reimbursement of be reimbursed for Delinquency Advances pursuant to this Agreement (“Advance Reimbursement Rights”) pursuant to credit facilities, repurchase facilities, or similar facilities providing liquidity for the funding of and/or Servicing Advances, including facilities providing that such Advance Facility Counterparty may make all directly or a portion of the Advances (any such facilityindirectly, to an “Advance Facility”)Advancing Person, although no such Advance Facility shall reduce or otherwise affect the Servicer’s obligations obligation to fund such Delinquency Advances and/or Servicing Advances. If so required pursuant to the terms of Servicer enters into an Advance Facility, the Servicer and the related Advancing Person shall deliver to the Trustee at the address set forth in Section 11.19 hereof a written notice (an “Advance Facility Notice”), stating the identity of the Advancing Person. If the Servicer enters into such an Advance Facility pursuant to this Section 8.29, upon reasonable request of the Advancing Person, the Trustee shall execute a letter of acknowledgment prepared by the Servicer, confirming its receipt of notice of the existence of such Advance Facility. To the extent that an Advancing Person previously identified in the Advance Facility Counterparty makes all Notice funds any Delinquency Advance or a portion of any Servicing Advance and the Advance Facility Counterparty and the Servicer provide provides the Trustee and the NIMS Insurer, if any, with notice acknowledged by the Servicer an Officer’s Certificate that such Advance Facility Counterparty Advancing Person is entitled to reimbursement, such Advance Facility Counterparty Advancing Person shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent providedprovided in Section 8.29(c). Such notice from the Advance Facility Counterparty and the Servicer Officer’s Certificate must specify the amount of the reimbursement and must specify which reimbursement, the remittance date, the written payment instructions for the Advancing Person, the Section of this Agreement that permits the applicable Delinquency Advance or Servicing Advance to be reimbursedreimbursed and either the section(s) of the Advance Facility that entitle the Advancing Person to receive reimbursement from the Trustee, rather than the Servicer, or proof of an Event of Default by the Servicer under the Advance Facility entitling the Advancing Person to reimbursement from the Trustee. The Trustee shall have no duty or liability with respect to any calculation of any reimbursement to be paid to an Advancing Person and the NIMS Insurer, if any, shall be entitled to conclusively rely without independent investigation on the Advance Facility CounterpartyOfficer’s statement with respect to the amount of any reimbursement Certificate provided pursuant to this Section 3.20 and with respect to the Advance Facility Counterparty’s statement with respect to the Section of this Agreement permits the Advance to be reimbursed8.29. An Advance Facility Counterparty Advancing Person whose obligations hereunder are limited to the making funding of Delinquency Advances and/or Servicing Advances, or who merely receives an assignment or pledge of the Servicer’s rights to be reimbursed for Delinquency Advances and/or Servicing Advances, shall not be required to meet the qualifications of the Servicer or any Sub-Servicer and will not be deemed to be a subservicer Sub-Servicer under this Agreement. (b) If so required pursuant to None of the terms Depositor or the Trustee shall, as a result of an the existence of any Advance Facility, have any additional duty or liability with respect to the Servicer is hereby authorized calculation or payment of any reimbursement for Delinquency Advances or Servicing Advances, nor, as a result of the existence of any Advance Facility, shall the Depositor or the Trustee have any additional responsibility to and shall pay, to track or monitor the administration of the Advance Facility Counterparty (i) or the reimbursement for Delinquency Advances or Servicing Advances, except to remit reimbursements for Advances; and (ii) all or such portion of the Servicing Fee as may be so specified in the Advance Facility, that would otherwise be payable to the Servicer accordance with payment instructions received pursuant to this Agreement. (c) Upon request of the Servicer and provision by the Servicer of all necessary forms, the Trustee agrees to execute such reasonable acknowledgments, certificates, and other reasonable documents recognizing the interests of any Advance Facility Counterparty in such Advance Reimbursement Rights and Servicing Fees as the Servicer may cause to be made subject to Advance Facilities pursuant to this Section 3.20, and such other documents in connection with such Advance Facilities as may be reasonably requested from time to time by any Advance Facility Counterparty8.29(a). The implementation of the arrangement described in this Section shall not require the consent of Certificateholders, the NIMS Insurer, if any, or the Trustee. (d) The Servicer shall indemnify the Depositor, the Trustee, any successor Servicer, any Owner and the Trust Fund, each Certificateholder and any NIMS Insurer for any and all claimsclaim, lossesloss, liabilities, damages, costs and expenses liability or damage resulting from any claim by the Advance Facility CounterpartyAdvancing Person, except (with respect to the Trustee and any successor servicer) to the extent that such claim, loss, liability, damages liability or expense results damage resulted from or arises arose out of the gross negligence, recklessness or willful misconduct on the part of the Trustee Depositor, the Trustee, any successor Servicer or successor servicerany Owner, as the case may be, or failure by the Trustee successor Servicer or successor servicer the Trustee, as the case may be, to remit funds as required by this Agreement, Agreement or the commission of any an act or an omission to act by the Trustee successor Servicer or successor servicer the Trustee, as the case may be, and the expiration passage of any applicable cure or grace period period, such that an a Servicer Termination Event of Default under this Agreement occurs or such entity is subject to termination for cause under this Agreement. (c) If an Advance Facility is entered into, and if the Servicer so notifies the Trustee, then the Servicer shall not seek reimbursement for any Delinquency Advance or Servicing Advance made by an Advancing Person under Section 7.03(b) clause 23, Section 8.08(d)(D) and (E) and Section 8.09, but instead the Servicer shall remit the amounts relating to Advances to the Trustee in the monthly remittance made to the Trustee on a Monthly Remittance Date in accordance with this Agreement. The Trustee, upon its receipt of an Officer’s Certificate in accordance with Section 8.29 hereof, shall pay to the Advancing Person or to a trustee, agent or custodian designated in the Officer’s Certificate specified in Section 8.29(a), reimbursements for Delinquency Advances and Servicing Advances from the Certificate Account to the same extent the Servicer would have been permitted to reimburse itself from the Principal and Interest Account for such Delinquency Advances and/or Servicing Advances in accordance with Section 7.03(b) clause 23, Sections 8.08(d)(D) and (E) and Section 8.09, as the case may be, had the Servicer itself funded such Delinquency Advance or Servicing Advance. (d) All Delinquency Advances and Servicing Advances made pursuant to the terms of this Agreement shall be deemed made and shall be reimbursed on a “first in-first out” (FIFO) basis, such that an advance made earlier in time with respect to any Home Equity Loan shall be reimbursed to the Servicer who made that advance, before reimbursement of an advance made later in time with respect to that Home Equity Loan, and a predecessor Servicer’s advances with respect to any particular Home Equity Loan shall be reimbursed before reimbursement of a successor Servicer’s advances with respect to such Home Equity Loan. (e) In making its determination that any Delinquency Advance or Servicing Advance theretofore made has become a Nonrecoverable Advance, the Servicer shall apply the same criteria in making such determination regardless of whether such Delinquency Advance or Servicing Advance shall have been made by the Servicer or any predecessor Servicer. (f) The Servicer shall maintain and provide to any successor Servicer and, upon request, the Trustee a detailed accounting on a loan-by-loan basis as to amounts advanced by, pledged or assigned to, and reimbursed to any Advancing Person. The successor Servicer shall be entitled to rely on any such information provided by the predecessor Servicer, and the successor Servicer shall not be liable for any errors in such information. (g) Any amendment to this Section 3.20 8.29 or to any other provision of this Agreement that may be necessary or appropriate to effect the terms of an Advance Facility as described generally in this SectionSection 8.29, including amendments to add provisions relating to a successor servicerServicer, may be entered into by the Seller, the Depositor, the Servicer Sellers, the Trustee and the Trustee Servicer without the consent of any Certificateholder, provided that such amendment is otherwise effected in compliance complies with the provisions of Section 11.0111.14. All reasonable costs and expenses (including attorneys’ fees) incurred by of each party hereto or incurred by (or that would otherwise be incurred by) the Trust Fund of any such amendment shall be borne solely by the Servicer. The parties hereto hereby acknowledge and agree that that: (ia) any the Delinquency Advances and/or Servicing Advances financed by and/or pledged to an Advance Facility Counterparty Advancing Person under any Advance Facility are obligations owed to the Servicer payable only from the cash flows and proceeds received under this Agreement for reimbursement of Delinquency Advances and/or Servicing Advances only to the extent provided herein, and the Trustee is and the Trust are not, as a result of the existence of any Advance Facility, separately obligated or liable to repay any Delinquency Advances or and/or Servicing Advances financed by the Advance Facility CounterpartyAdvancing Person; (iib) the Servicer will be responsible for remitting to the Advance Facility Counterparty Advancing Person the applicable amounts collected by it as reimbursement for Delinquency Advances and/or Servicing Advances funded by the Advance Facility CounterpartyAdvancing Person, subject to the provisions of this AgreementAgreement and except to the extent an election is made to remit all such reimbursements to the Trustee as described in Section 8.29(c); and (iiic) the Trustee shall not have any responsibility to track or monitor the administration of the financing arrangement between the Servicer and any Advance Facility CounterpartyAdvancing Person.

Advance Facility. (a) The Servicer is hereby authorized to enter into any facility with any Person (any such Person, an “Advance Facility Counterparty”) under which the Servicer may pledge or sell its rights to receive reimbursement of Advances pursuant to this Agreement (“Advance Reimbursement Rights”) pursuant to credit facilities, repurchase facilities, or similar facilities providing liquidity for the funding of Advances, including facilities providing that such Advance Facility Counterparty may make all or a portion of the Advances (any such facility, an “Advance Facility”), although no Advance Facility shall reduce or otherwise affect the Servicer’s obligations to fund such Advances. If so required pursuant to the terms of an Advance Facility, to the extent that an Advance Facility Counterparty makes all or a portion of any Delinquency Advance and the Advance Facility Counterparty and the Servicer provide the Trustee Securities Administrator and the NIMS Insurer, if any, with notice acknowledged by the Servicer that such Advance Facility Counterparty is entitled to reimbursement, such Advance Facility Counterparty shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent provided. Such notice from the Advance Facility Counterparty Counterparty, if so required, and the Servicer must specify the amount of the reimbursement and must specify which Section of this Agreement permits the Delinquency Advance to be reimbursed. The Trustee Securities Administrator and the NIMS Insurer, if any, shall be entitled to rely without independent investigation on the Advance Facility Counterparty’s statement with respect to the amount of any reimbursement pursuant to this Section 3.20 and with respect to the Advance Facility Counterparty’s statement with respect to the Section of this Agreement that permits the Delinquency Advance to be reimbursed. An Advance Facility Counterparty whose obligations are limited to the making of Advances will not be deemed to be a subservicer under this Agreement. (b) If so required pursuant to the terms of an Advance Facility, the Servicer is hereby authorized to and shall paypay to the Advance Facility Counterparty, or cause the payment to the Advance Facility Counterparty of, (i) reimbursements for Advances; and (ii) all or such portion of the Servicing Fee as may be so specified in the Advance Facility, that would otherwise be payable to the Servicer pursuant to this Agreement, it being understood that neither the Trust Fund nor any party hereto shall have a right or claim (including without limitation any right of offset) to the portion of the Servicing Fee or the Servicer’s right to reimbursement of Advances so assigned, provided that any successor Servicer shall have no obligation to pay any portion of the Servicing Fee or its right to reimbursement of Advances to any such Advance Facility. (c) Whether or not an Advance Facility is in place, reimbursement amounts allocated to reimburse Advances made with respect to any particular Mortgage Loan shall be allocated to the reimbursement of the unreimbursed Advances made with respect to that Mortgage Loan on a “first-in, first out” (“FIFO”) basis, such that the reimbursement amounts shall be applied to reimburse the Advance for that Mortgage Loan that was disbursed earliest in time first, and to reimburse the Advance for that Mortgage Loan that was disbursed latest in time last. Liquidation Proceeds with respect to a Mortgage Loan shall be applied to reimburse Servicing Advances outstanding with respect to that Mortgage Loan before being applied to reimburse Delinquency Advances outstanding with respect to that Mortgage Loan. The Servicer shall provide to the related Advance Facility Counterparty loan-by-loan information with respect to each reimbursement amount remitted to such Advance Facility Counterparty, to enable the Advance Facility Counterparty to make the FIFO allocation of each such reimbursement amount with respect to each Mortgage Loan. (d) Upon request of the Servicer and provision by the Servicer of all necessary forms, the Trustee Securities Administrator agrees to execute such reasonable acknowledgments, certificates, and other reasonable documents recognizing the interests of any Advance Facility Counterparty in such Advance Reimbursement Rights and Servicing Fees as the Servicer may cause to be made subject to Advance Facilities pursuant to this Section 3.20, and such other documents in connection with such Advance Facilities as may be reasonably requested from time to time by any Advance Facility Counterparty. The implementation of the arrangement described in this Section shall not require the consent of Certificateholders, the NIMS Insurer, if any, the Securities Administrator or the Trustee. (de) The Servicer shall indemnify the Trustee, the Securities Administrator, the Master Servicer, the Trust Fund, each Certificateholder and any NIMS Insurer for any and all claims, losses, liabilities, damages, costs and expenses resulting from any claim by the Advance Facility Counterparty, except (with respect to the Trustee Trustee, the Securities Administrator, the Master Servicer and any successor servicerServicer) to the extent that such claim, loss, liability, damages or expense results from or arises out of the negligence, recklessness or willful misconduct of the Trustee Trustee, the Securities Administrator, the Master Servicer or successor servicerServicer, or failure by the Trustee or successor servicer to remit funds as required by this Agreement, or the commission of any act or an omission to act by the Trustee or successor servicer and the expiration of any applicable cure or grace period such that an Event of Default under this Agreement occurs or such entity is subject to termination for cause under this Agreementapplicable. (ef) Any amendment to this Section 3.20 or to any other provision of this Agreement that may be necessary or appropriate to effect the terms of an Advance Facility as described generally in this Section, including amendments to add provisions relating to a successor servicerServicer, may be entered into by the Seller, the Depositor, the Servicer Servicer, the Master Servicer, the Securities Administrator, the Custodian, the Credit Risk Manager and the Trustee without the consent of any Certificateholder, provided that such amendment is otherwise effected in compliance with the provisions of Section 11.0110.01. All reasonable costs and expenses (including attorneys’ fees) incurred by each party hereto or incurred by (or that would otherwise be incurred by) the Trust Fund shall be borne solely by the Servicer. The parties hereto acknowledge and agree that (i) any Advances and/or Servicing Advances financed by and/or pledged to an Advance Facility Counterparty under any Advance Facility are obligations owed to the Servicer payable only from the cash flows and proceeds received under this Agreement for reimbursement of Advances and/or Servicing Advances to the extent provided herein, and none of the Master Servicer, the Securities Administrator or the Trustee is notis, as a result of the existence of any Advance Facility, obligated or liable to repay any Advances or Servicing Advances financed by the Advance Facility Counterparty; (ii) the Servicer will be responsible for remitting to the Advance Facility Counterparty the applicable amounts collected by it as reimbursement for Advances and/or Servicing Advances funded by the Advance Facility Counterparty, subject to the provisions of this Agreement; and (iii) none of the Master Servicer, the Securities Administrator or the Trustee shall not have any responsibility to track or monitor the administration of the financing arrangement between the Servicer and any Advance Facility Counterparty.

Advance Facility. (a) The Applicable Servicer is hereby authorized to enter into any a financing or other facility with any Person (any such Person, an “Advance Facility Counterparty”) under which the Servicer may pledge or sell its rights to receive reimbursement of Advances pursuant to this Agreement (“Advance Reimbursement Rights”) pursuant to credit facilities, repurchase facilities, or similar facilities providing liquidity for the funding of Advances, including facilities providing that such Advance Facility Counterparty may make all or a portion of the Advances (any such facility, arrangement an “Advance Facility”) with any Person which provides that such Person (an “Advancing Person”) may fund Advances and/or Servicing Advances to the Trust Fund under this Agreement (in which event, the Applicable Servicer shall promptly provide notice thereof to the Trustee and Securities Administrator), although no Advance Facility such facility shall reduce or otherwise affect the Applicable Servicer’s obligations obligation to fund such Advances and/or Servicing Advances. If so required the Applicable Servicer enters into such an Advance Facility pursuant to this Section 3.26, upon reasonable request of the terms Advancing Person, the Trustee shall execute a letter of an acknowledgment, confirming its receipt of notice of the existence of such Advance Facility, to . To the extent that an Advancing Person funds any Advance Facility Counterparty makes all or a portion of any Servicing Advance and the Advance Facility Counterparty and the Applicable Servicer provide provides the Trustee and the NIMS Insurer, if any, Securities Administrator with notice acknowledged by the Servicer an Officer’s Certificate that such Advance Facility Counterparty Advancing Person is entitled to reimbursement, such Advance Facility Counterparty Advancing Person shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent providedprovided in Section 3.26(b). Such notice from the Advance Facility Counterparty and the Servicer Officer’s Certificate must specify the amount of the reimbursement and must specify which reimbursement, the Section of this Agreement that permits the applicable Advance or Servicing Advance to be reimbursedreimbursed and the section(s) of the Advance Facility that entitle the Advancing Person to request reimbursement from the Securities Administrator, rather than the Applicable Servicer or proof of an event of default under the Advance Facility. The Trustee Securities Administrator and the NIMS Insurer, if any, Master Servicer shall have no duty or liability with respect to any calculation of any reimbursement to be paid to an Advancing Person and shall be entitled to rely without independent investigation on the Advance Facility CounterpartyAdvancing Person’s statement with respect to the amount of any reimbursement notice provided pursuant to this Section 3.20 3.26. The Securities Administrator and with respect the Master Servicer shall have no responsibility to track or monitor the administration of the Advance Facility Counterparty’s statement with respect to the Section of this Agreement permits the Advance to be reimbursedFacility. An Advance Facility Counterparty Advancing Person whose obligations hereunder are limited to the making funding of Advances and/or Servicing Advances shall not be required to meet the qualifications of the Applicable Servicer or a Sub-Servicer pursuant to Section 3.02 hereof and will not be deemed to be a subservicer Sub-Servicer under this Agreement. (b) If so required pursuant an advancing facility is entered into, then the Applicable Servicer shall not be permitted to reimburse itself therefor under Section 3.11(a)(ii), Section 3.11(a)(iii) and Section 3.11(a)(vi) prior to the terms of remittance to the Trust Fund, but instead the Applicable Servicer shall remit such amounts in accordance with the documentation establishing the Advance Facility to such Advancing Person or to a trustee, agent or custodian (an “Advance Facility, the Servicer Facility Trustee”) designated by such Advancing Person. The Securities Administrator is hereby authorized to and shall pay, pay to the Advance Facility Counterparty (i) Advancing Person, reimbursements for Advances; Advances and (iiServicing Advances from the Certificate Account to the same extent the Applicable Servicer would have been permitted to reimburse itself for such Advances and/or Servicing Advances in accordance with Section 3.11(a)(ii), Section 3.11(a)(iii) all and Section 3.11(a)(vi), as the case may be, had the Applicable Servicer itself funded such Advance or Servicing Advance. The Securities Administrator is hereby authorized to pay directly to the Advancing Person such portion of the Servicing Fee as may be so specified the parties to any advancing facility agree in the Advance Facility, that would otherwise be payable to the Servicer pursuant to this Agreementwriting. (c) Upon request of the Servicer and provision by the Servicer of all necessary forms, the Trustee agrees to execute such reasonable acknowledgments, certificates, and other reasonable documents recognizing the interests of any Advance Facility Counterparty in such Advance Reimbursement Rights All Advances and Servicing Fees as the Servicer may cause to be Advances made subject to Advance Facilities pursuant to the terms of this Section 3.20, Agreement shall be deemed made and such other documents in connection with such Advance Facilities as may shall be reasonably requested from time to time by any Advance Facility Counterparty. The implementation of the arrangement described in this Section shall not require the consent of Certificateholders, the NIMS Insurer, if any, or the Trusteereimbursed on a “first in-first out” (FIFO) basis. (d) The Servicer shall indemnify the Trustee, the Trust Fund, each Certificateholder and any NIMS Insurer for any and all claims, losses, liabilities, damages, costs and expenses resulting from any claim by the Advance Facility Counterparty, except (with respect to the Trustee and any successor servicer) to the extent that such claim, loss, liability, damages or expense results from or arises out of the negligence, recklessness or willful misconduct of the Trustee or successor servicer, or failure by the Trustee or successor servicer to remit funds as required by this Agreement, or the commission of any act or an omission to act by the Trustee or successor servicer and the expiration of any applicable cure or grace period such that an Event of Default under this Agreement occurs or such entity is subject to termination for cause under this Agreement. (e) Any amendment to this Section 3.20 3.26 or to any other provision of this Agreement that may be necessary or appropriate to effect the terms of an Advance Facility as described generally in this SectionSection 3.26, including amendments to add provisions relating to a successor servicerServicer, may be entered into by the SellerTrustee, the DepositorInterim Servicer, the Master Servicer, the Securities Administrator, the Servicer and the Trustee Depositor without the consent of any Certificateholder, provided that notwithstanding anything to the contrary in this Agreement; provided, however, such amendment is shall otherwise effected in compliance comply with the provisions of Section 11.0114.01 hereof. All reasonable costs and expenses (including attorneys’ fees) incurred by of each party hereto or incurred by (or that would otherwise be incurred by) the Trust Fund related to such amendment shall be borne solely by the Servicer. The parties hereto acknowledge and agree that (i) any Advances and/or Servicing Advances financed by and/or pledged to an Advance Facility Counterparty under any Advance Facility are obligations owed to the Applicable Servicer payable only without reimbursement from the cash flows and proceeds received under this Agreement for reimbursement of Advances and/or Servicing Advances to the extent provided herein, and the Trustee is not, as a result of the existence of any Advance Facility, obligated or liable to repay any Advances or Servicing Advances financed by the Advance Facility Counterparty; (ii) the Servicer will be responsible for remitting to the Advance Facility Counterparty the applicable amounts collected by it as reimbursement for Advances and/or Servicing Advances funded by the Advance Facility Counterparty, subject to the provisions of this Agreement; and (iii) the Trustee shall not have any responsibility to track or monitor the administration of the financing arrangement between the Servicer and any Advance Facility CounterpartyTrust Fund.

Advance Facility. (a) The Servicer and/or the Trustee on behalf of the Trust Fund is hereby authorized to enter into any a facility (an “Advance Facility”) with any Person (any such Person, an “Advance Facility CounterpartyAdvancing Person”) (1) under which the Servicer may pledge sells, assigns or sell its pledges to the Advancing Person the Servicer’s rights to receive reimbursement of Advances pursuant to under this Agreement to be reimbursed for any P&I Advances and/or Servicing Advances or (“Advance Reimbursement Rights”2) pursuant which provides that the Advancing Person may fund P&I Advances and/or Servicing Advances to credit facilities, repurchase facilities, or similar facilities providing liquidity for the funding of Advances, including facilities providing that such Advance Facility Counterparty may make all or a portion of the Advances (any such facility, an “Advance Facility”)Trust Fund under this Agreement, although no Advance Facility such facility shall reduce or otherwise affect the Servicer’s obligations obligation to fund such P&I Advances and/or Servicing Advances. If so required the Servicer enters into such an Advance Facility pursuant to this Section 3.26, upon reasonable request of the terms Advancing Person, the Trust Administrator shall execute a letter of an acknowledgment, confirming its receipt of notice of the existence of such Advance Facility, to . To the extent that an Advancing Person funds any P&I Advance Facility Counterparty makes all or a portion of any Servicing Advance or is assigned the right to be reimbursed for any P&I Advance or Servicing Advance and provides the Advance Facility Counterparty and the Servicer provide the Trustee and the NIMS Insurer, if any, Trust Administrator with notice acknowledged by the Servicer that such Advance Facility Counterparty Advancing Person is entitled to reimbursementreimbursement directly from the Trust Administrator pursuant to the terms of the Advance Facility, such Advance Facility Counterparty Advancing Person shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent providedprovided in Section 3.26(b). Such notice from the Advance Facility Counterparty and the Servicer Advancing Person must specify the amount of the reimbursement and must specify which reimbursement, the Section of this Agreement that permits the applicable Advance or Servicing Advance to be reimbursedreimbursed and the section(s) of the Advance Facility that entitle the Advancing Person to request reimbursement from the Trust Administrator, rather than the Servicer, and include the Servicer’s acknowledgment thereto or proof of an event of default under the Advance Facility. The Trustee Trust Administrator shall have no duty or liability with respect to any calculation of any reimbursement to be paid to an Advancing Person and the NIMS Insurer, if any, shall be entitled to rely without independent investigation on the Advance Facility CounterpartyAdvancing Person’s statement with respect to the amount of any reimbursement notice provided pursuant to this Section 3.20 and with respect to the Advance Facility Counterparty’s statement with respect to the Section of this Agreement permits the Advance to be reimbursed3.26. An Advance Facility Counterparty Advancing Person whose obligations hereunder are limited to the making funding of P&I Advances will and/or Servicing Advances shall not be required to meet the qualifications of the Servicer or a Sub-Servicer pursuant to Section 3.02 hereof and shall not be deemed to be a subservicer Sub-Servicer under this Agreement. (b) If so required If, pursuant to the terms of an the Advance Facility, an Advancing Person is entitled to reimbursement directly from the Trust Administrator, then the Servicer shall not reimburse itself therefor under Section 3.11(a)(ii), Section 3.11(a)(iii) or Section 3.11(a)(vi) prior to the remittance to the Trust Fund, but instead the Servicer shall include such amounts in the applicable remittance to the Trust Administrator made pursuant to Section 3.10 to the extent of amounts on deposit in the Collection Account on the Servicer Remittance Date. The Trust Administrator is hereby authorized to pay to the Advancing Person reimbursements for Advances and shall payServicing Advances from the Distribution Account, to the extent permitted under the terms of the Advance Facility Counterparty (iFacility, to the same extent the Servicer would have been permitted to reimburse itself for such Advances and/or Servicing Advances in accordance with Section 3.11(a)(ii), Section 3.11(a)(iii) reimbursements for Advances; and (ii) all or Section 3.11(a)(vi), as the case may be, had the Servicer itself funded such Advance or Servicing Advance. The Trust Administrator is hereby authorized to pay directly to the Advancing Person such portion of the Servicing Fee as may be so specified the parties to any Advance Facility agree to in the Advance Facility, that would otherwise be payable writing delivered to the Trust Administrator. An Advance Facility may provide that the Servicer pursuant will otherwise cause the remittance of P&I Advance and/or Servicing Advance reimbursement amounts to the Advancing Person, in which case the foregoing sentences in this AgreementSection 3.26(b) shall not apply. (c) Upon request of the Servicer and provision by the Servicer of all necessary forms, the Trustee agrees to execute such reasonable acknowledgments, certificates, and other reasonable documents recognizing the interests of any Advance Facility Counterparty in such Advance Reimbursement Rights All P&I Advances and Servicing Fees as the Servicer may cause to be Advances made subject to Advance Facilities pursuant to the terms of this Section 3.20, Agreement shall be deemed made and such other documents shall be reimbursed on a “first in connection with such Advance Facilities as may be reasonably requested from time to time by any Advance Facility Counterparty. The implementation of the arrangement described in this Section shall not require the consent of Certificateholders, the NIMS Insurer, if any, or the Trusteefirst out” (FIFO) basis. (d) The Servicer shall indemnify the Trustee, None of the Trust Fund, each Certificateholder and any NIMS Insurer for party to this Agreement or any and all claims, losses, liabilities, damages, costs and expenses resulting from other Person shall have any right or claim by the Advance Facility Counterparty, except (with respect to the Trustee and including without limitation any successor servicerright of offset or recoupment) to the extent that such claim, loss, liability, damages or expense results from or arises out of the negligence, recklessness or willful misconduct of the Trustee or successor servicer, or failure by the Trustee or successor servicer to remit funds as required by this Agreement, or the commission of any act or an omission to act by the Trustee or successor servicer and the expiration of any applicable cure or grace period such that an Event of Default amounts allocable under this Agreement occurs to the reimbursement of P&I Advances or such entity is subject Servicing Advances that have been assigned, conveyed or pledged to termination for cause under this Agreementan Advancing Person, or that relate to P&I Advances or Servicing Advances that were funded by an Advancing Person. (e) Any amendment to this Section 3.20 3.26 or to any other provision of this Agreement that may be necessary or appropriate to effect the terms of an Advance Facility as described generally in this SectionSection 3.26, including amendments to add provisions relating to a successor master servicer, may be entered into by the Seller, the Depositor, the Servicer and the Trustee parties to this Agreement without the consent of any CertificateholderCertificateholder but with written confirmation from each Rating Agency that the amendment shall not result in the reduction or withdrawal of the then-current ratings of any outstanding Class of Certificates or any other notes secured by collateral which includes all or a portion of the Class CE Certificates, provided that such amendment is otherwise effected in compliance with the provisions of Section 11.01. All reasonable costs and expenses (including attorneys’ fees) incurred by each party hereto or incurred by (or that would otherwise be incurred by) Class P Certificates and/or the Trust Fund shall be borne solely by the Servicer. The parties hereto acknowledge and agree that (i) any Advances and/or Servicing Advances financed by and/or pledged to an Advance Facility Counterparty under any Advance Facility are obligations owed Residual Certificates, notwithstanding anything to the Servicer payable only from the cash flows and proceeds received under this Agreement for reimbursement of Advances and/or Servicing Advances to the extent provided herein, and the Trustee is not, as a result of the existence of any Advance Facility, obligated or liable to repay any Advances or Servicing Advances financed by the Advance Facility Counterparty; (ii) the Servicer will be responsible for remitting to the Advance Facility Counterparty the applicable amounts collected by it as reimbursement for Advances and/or Servicing Advances funded by the Advance Facility Counterparty, subject to the provisions of contrary in this Agreement; and (iii) the Trustee shall not have any responsibility to track or monitor the administration of the financing arrangement between the Servicer and any Advance Facility Counterparty.

Advance Facility. (a) The Servicer on behalf of the Trust Fund is hereby authorized to enter into any a facility with any Person (any such Person, an “Advance Facility Counterparty”) under which the Servicer may pledge or sell its rights to receive reimbursement of Advances pursuant to this Agreement (“Advance Reimbursement Rights”) pursuant to credit facilities, repurchase facilities, or similar facilities providing liquidity for the funding of Advances, including facilities providing provides that such Advance Facility Counterparty Person (an "Advancing Servicer") may make all or a portion of the Advances (any such facility, an “Advance Facility”)to the Trust Fund under this Agreement, although no Advance Facility such facility shall reduce or otherwise affect the Servicer’s 's obligations to fund such Advances. If so required pursuant to the terms of an Advance Facility, to To the extent that an Advance Facility Counterparty Advancing Servicer makes all or a portion of any Advance and the Advance Facility Counterparty and the Servicer provide provides the Trustee and the NIMS Insurer, if any, with notice acknowledged by the Servicer that such Advance Facility Counterparty Advancing Servicer is entitled to reimbursement, such Advance Facility Counterparty Advancing Servicer shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent providedprovided in Section 3.06(b). Such notice from the Advance Facility Counterparty and the Advancing Servicer must specify the amount of the reimbursement and must specify which Section of this Agreement permits the Advance to be reimbursed. The Trustee and the NIMS Insurer, if any, shall be entitled to rely without independent investigation on the Advance Facility Counterparty’s Advancing Servicer's statement with respect to the amount of any reimbursement pursuant to this Section 3.20 3.06 and with respect to the Advance Facility Counterparty’s Advancing Servicer's statement with respect to the Section of this Agreement permits the Advance to be reimbursed. An Advance Facility Counterparty Advancing Servicer whose obligations are limited to the making of Advances will not be deemed to be a subservicer Sub- Servicer under this Agreement. (b) If so required an advancing facility is entered into, then the Servicer shall not be permitted to reimburse itself therefor under Section 3.01(c) of the Standard Terms prior to the remittance to the Trust Fund, but instead the Servicer shall include such amounts in the applicable remittance to the Trustee made pursuant to Section 3.02(a) of the terms of an Advance Facility, the Servicer Standard Terms. The Trustee is hereby authorized to and shall pay, pay to the Advance Facility Counterparty (i) Advancing Servicer, reimbursements for Advances; and Advances from the Distribution Account to the same extent (iiexcept as provided below) all or the Servicer would have been permitted to reimburse itself for such portion Advances in accordance with Section 3.01(c) of the Servicing Fee as may be so specified in the Advance Facility, that would otherwise be payable to Standard Terms had the Servicer pursuant to this Agreement. (c) Upon request of the itself funded such Advance. An Advancing Servicer and provision by the Servicer of all necessary forms, the Trustee agrees to execute such reasonable acknowledgments, certificates, and other reasonable documents recognizing the interests of any Advance Facility Counterparty in such Advance Reimbursement Rights and Servicing Fees as the Servicer may cause is not entitled to be made subject to Advance Facilities pursuant to this Section 3.20, and such other documents in connection with such Advance Facilities as may be reasonably requested from time to time by any Advance Facility Counterparty. The implementation of the arrangement described in this Section shall not require the consent of Certificateholders, the NIMS Insurer, if any, or the Trustee. (d) The Servicer shall indemnify the Trustee, the Trust Fund, each Certificateholder and any NIMS Insurer for any and all claims, losses, liabilities, damages, costs and expenses resulting from any claim by the Advance Facility Counterparty, except (with respect to the Trustee and any successor servicer) to the extent that such claim, loss, liability, damages or expense results from or arises out of the negligence, recklessness or willful misconduct of the Trustee or successor servicer, or failure reimbursed by the Trustee or successor servicer to remit funds as required by this Agreement, or the commission of any act or an omission to act by the Trustee or successor servicer and the expiration of any applicable cure or grace period such that an Event of Default under this Agreement occurs or such entity is subject to termination for cause under this Agreement. (e) Any amendment to this Section 3.20 or to any other provision of this Agreement that may be necessary or appropriate to effect the terms of an Advance Facility as described generally in this Section, including amendments to add provisions relating to a successor servicer, may be entered into by the Seller, the Depositor, the Servicer and the Trustee without the consent of any Certificateholder, provided that such amendment is otherwise effected in compliance with the provisions of Section 11.01. All reasonable costs and expenses (including attorneys’ fees) incurred by each party hereto or incurred by (or that would otherwise be incurred by) the Trust Fund shall be borne solely by the Servicer. The parties hereto acknowledge and agree that (i) any Advances and/or Servicing Advances financed by and/or pledged to an Advance Facility Counterparty under any Advance Facility are obligations owed to the Servicer payable only from the cash flows and proceeds received under this Agreement --- Distribution Account for reimbursement of any reimbursed Advances and/or Servicing Advances from funds held in the Collection Account for future distribution pursuant to the extent provided herein, and the Trustee is not, as a result of the existence of any Advance Facility, obligated or liable to repay any Advances or Servicing Advances financed by the Advance Facility Counterparty; (ii) the Servicer will be responsible for remitting to the Advance Facility Counterparty the applicable amounts collected by it as reimbursement for Advances and/or Servicing Advances funded by the Advance Facility Counterparty, subject to the provisions of this Agreement; and (iii) the Trustee shall not have any responsibility to track or monitor the administration of the financing arrangement between the Servicer and any Advance Facility Counterparty.Section 3.04

Advance Facility. (a) The Each Servicer (other than PNC) is hereby authorized to enter into any a financing or other facility with any Person (any such Person, an “Advance Facility Counterparty”) under which the Servicer may pledge or sell its rights to receive reimbursement of Advances pursuant to this Agreement (“Advance Reimbursement Rights”) pursuant to credit facilities, repurchase facilities, or similar facilities providing liquidity for the funding of Advances, including facilities providing that such Advance Facility Counterparty may make all or a portion of the Advances (any such facilityarrangement, an “Advance Facility”)) under which (1) such Servicer assigns or pledges to another Person (an “Advancing Person”) such Servicer’s rights under this Agreement to be reimbursed for any Advances or Servicing Advances and/or (2) an Advancing Person agrees to fund some or all Advances and/or Servicing Advances required to be made by such Servicer pursuant to this Agreement. No consent of the Master Servicer, although no Trust Administrator, Indenture Trustee, Noteholders or Certificateholders or any other party is required before a Servicer may enter into an Advance Facility; provided, however, that the consent of the Trust Administrator (which consent shall not be unreasonably withheld) shall be required before a Servicer may cause to be outstanding at one time more than one Advance Facility shall reduce with respect to Advances or otherwise affect more than one Advance Facility with respect to Servicing Advances. Notwithstanding the existence of any Advance Facility under which an Advancing Person agrees to fund Advances and/or Servicing Advances on a Servicer’s behalf, such Servicer shall remain obligated pursuant to this Agreement to make Advances and Servicing Advances pursuant to and as required by this Agreement, and shall not be relieved of such obligations to fund by virtue of such AdvancesAdvance Facility. If so required pursuant to the terms of a Servicer enters into an Advance Facility, and for so long as an Advancing Person remains entitled to receive reimbursement for any Advances or Servicing Advances outstanding and previously unreimbursed pursuant to this Agreement, then such Servicer may elect by providing written notice to the Trust Administrator not to be permitted to reimburse itself for Advances and/or Servicing Advances, as applicable, pursuant to Section 3.03 of this Agreement, but following any such election such Servicer shall be required to include amounts collected that would otherwise be retained by such Servicer to reimburse it for previously unreimbursed Advances (“Advance Reimbursement Amounts”) and/or previously unreimbursed Servicing Advances (“Servicing Advance Reimbursement Amounts” and together with Advance Reimbursement Amounts, “Reimbursement Amounts”) (in each case to the extent such type of Reimbursement Amount is included in the Advance Facility) in the remittance to the Trust Administrator made pursuant to this Agreement to the extent of amounts on deposit in the related Custodial Account on the related Servicer Remittance Date. Notwithstanding anything to the contrary herein, in no event shall Advance Reimbursement Amounts or Servicing Advance Reimbursement Amounts be included in Interest Remittance Amounts or Principal Remittance Amounts or distributed to Noteholders. Any Servicer, if making the election set forth herein, shall report to the Trust Administrator the portions of the Reimbursement Amounts that consist of Advance Reimbursement Amounts and Servicing Advance Reimbursement Amounts, respectively. (b) If a Servicer enters into an Advance Facility Counterparty and makes all the election set forth in Section 3.23(a), such Servicer and the related Advancing Person shall deliver to the Trust Administrator a written notice and payment instruction (an “Advance Facility Notice”), providing the Trust Administrator with written payment instructions as to where to remit Advance Reimbursement Amounts and/or Servicing Advance Reimbursement Amounts (each to the extent such type of Reimbursement Amount is included within the Advance Facility) on subsequent Payment Dates. The payment instruction shall require the applicable Reimbursement Amounts to be distributed to the Advancing Person or to a portion of any trustee or custodian (an “Advance and Facility Trustee”) designated in the Advance Facility Counterparty Notice. An Advance Facility Notice may only be terminated by the joint written direction of the related Servicer and the Servicer provide the Trustee related Advancing Person (and the NIMS Insurer, if any, with notice acknowledged by the Servicer that such any related Advance Facility Counterparty is entitled Trustee); provided, however, that the provisions of this Section 3.23 shall cease to reimbursementbe applicable when all Advances and Servicing Advances funded by an Advancing Person, and when all Advances and Servicing Advances (the rights to be reimbursed for which have been assigned or pledged to an Advancing Person), have been repaid to the related Advancing Person in full. (c) Reimbursement Amounts shall consist solely of amounts in respect of Advances and/or Servicing Advances made with respect to the Loans for which the related Servicer would be permitted to reimburse itself in accordance with Section 3.03(xii), (xiii), (xiv) and (xvi) hereof, assuming such Advance Facility Counterparty Servicer had made the related Advance(s) and/or Servicing Advance(s). Notwithstanding the foregoing, no Person shall be entitled to receive reimbursement from funds held in the related Custodial Account for future distribution to Noteholders pursuant to this Agreement for such amount the provisions of Section 3.19. The Trust Administrator shall not have any duty or liability with respect to the extent provided. Such notice from the Advance Facility Counterparty calculation of any Reimbursement Amount and the Servicer must specify the amount of the reimbursement and must specify which Section of this Agreement permits the Advance to be reimbursed. The Trustee and the NIMS Insurer, if any, shall be entitled to rely without independent investigation on the Advance Facility CounterpartyNotice and on the applicable Servicer’s statement with respect to report of the amount of any reimbursement Advance Reimbursement Amounts and Servicing Advance Reimbursement Amounts that were included in the remittance from the related Servicer to the Trustee pursuant to this Section 3.20 3.03(ii). Each Servicer (other than PNC) shall maintain and with respect provide to any successor Servicer a detailed accounting on a loan-by-loan basis as to amounts advanced by, pledged or assigned to, and reimbursed to any Advancing Person. The successor Servicer shall be entitled to rely on any such information provided by the Advance Facility Counterparty’s statement with respect to related Servicer and the Section of this Agreement permits the Advance to be reimbursed. An Advance Facility Counterparty whose obligations are limited to the making of Advances will successor Servicer shall not be deemed to be a subservicer under this Agreement. (b) If so required pursuant to the terms of an Advance Facility, the Servicer is hereby authorized to and shall pay, to the Advance Facility Counterparty (i) reimbursements liable for Advances; and (ii) all or such portion of the Servicing Fee as may be so specified in the Advance Facility, that would otherwise be payable to the Servicer pursuant to this Agreement. (c) Upon request of the Servicer and provision by the Servicer of all necessary forms, the Trustee agrees to execute such reasonable acknowledgments, certificates, and other reasonable documents recognizing the interests of any Advance Facility Counterparty errors in such Advance Reimbursement Rights and Servicing Fees as the Servicer may cause to be made subject to Advance Facilities pursuant to this Section 3.20, and such other documents in connection with such Advance Facilities as may be reasonably requested from time to time by any Advance Facility Counterparty. The implementation of the arrangement described in this Section shall not require the consent of Certificateholders, the NIMS Insurer, if any, or the Trusteeinformation. (d) With respect to any Advance Facility pursuant to which a Servicer has made the election set forth in Section 3.23(a), the documentation establishing any Advance Facility shall require that Reimbursement Amounts distributed with respect to each Loan be allocated to outstanding unreimbursed Advances or Servicing Advances (as the case may be) made with respect to that Loan on a “first-in, first-out” (FIFO) basis. Such documentation shall also require the related Servicer to provide to the related Advancing Person or Advance Facility Trustee loan-by-loan information with respect to each Reimbursement Amount distributed by the Trust Administrator to such Advancing Person or Advance Facility Trustee on each Payment Date, to enable the Advancing Person or Advance Facility Trustee to make the FIFO allocation of each Reimbursement Amount with respect to each Loan. The related Servicer shall remain entitled to be reimbursed by the Advancing Person or Advance Facility Trustee for all Advances and Servicing Advances funded by such Servicer to the extent the related rights to be reimbursed therefor have not been assigned or pledged to an Advancing Person. If a Servicer enters into an Advance Facility, such Servicer shall indemnify the Trustee, Trust Administrator and the Trust Fund, each Certificateholder and any NIMS Insurer for successor Servicer, as applicable, from and against any and all claims, losses, liabilities, damages, costs and expenses liabilities or damages resulting from the establishment of such Advance Facility and any claim by the Advance Facility Counterpartyrelated Advancing Person or any other Person, except (with respect to the Trustee and any successor servicer) to the extent that such claim, loss, liability, damages liability or expense results damage resulted from or arises arose out of the negligence, recklessness or willful misconduct on the part of the Trustee successor Servicer or successor servicerthe Trust Administrator, or failure by the Trustee successor Servicer or successor servicer the Trust Administrator to remit funds as required by this Agreement, or the commission of any act or an omission to act by the Trustee or successor servicer and the expiration of any applicable cure or grace period such that an Event of Default under this Agreement occurs or such entity is subject to termination for cause under this Agreement. (e) Section 3.23(b). Any amendment to this Section 3.20 3.23 or to any other provision of this Agreement that may be necessary or appropriate to effect the terms of an Advance Facility as described generally in this SectionSection 3.23, including amendments to add provisions relating to a successor servicerServicer, may be entered into by the Seller, the Depositor, the Servicer and the Trustee parties hereto without the consent of any Certificateholder, provided that such amendment is otherwise effected in compliance with the provisions of Section 11.01. All reasonable costs and expenses (including attorneys’ fees) incurred by each party hereto or incurred by (or that would otherwise be incurred by) the Trust Fund shall be borne solely by the Servicer. The parties hereto acknowledge and agree that (i) any Advances and/or Servicing Advances financed by and/or pledged to an Advance Facility Counterparty under any Advance Facility are obligations owed Noteholder notwithstanding anything to the Servicer payable only from the cash flows and proceeds received under contrary in Section 8.01 of or elsewhere in this Agreement for reimbursement of Advances and/or Servicing Advances to or the extent provided herein, and the Trustee is not, as a result of the existence of any Advance Facility, obligated or liable to repay any Advances or Servicing Advances financed by the Advance Facility Counterparty; (ii) the Servicer will be responsible for remitting to the Advance Facility Counterparty the applicable amounts collected by it as reimbursement for Advances and/or Servicing Advances funded by the Advance Facility Counterparty, subject to the provisions of this Agreement; and (iii) the Trustee shall not have any responsibility to track or monitor the administration of the financing arrangement between the Servicer and any Advance Facility CounterpartyIndenture.

Advance Facility. (a) The Master Servicer is hereby authorized to enter into any a facility with any Person (any such Person, an “Advance Facility Counterparty”) under which the Servicer may pledge or sell its rights to receive reimbursement of Advances pursuant to this Agreement (“Advance Reimbursement Rights”) pursuant to credit facilities, repurchase facilities, or similar facilities providing liquidity for the funding of Advances, including facilities providing provides that such Advance Facility Counterparty Person (an "Advancing Person") may make all or a portion of the fund Monthly Advances (any such facility, an “Advance Facility”)and/or Servicing Advances under this Agreement, although no Advance Facility such facility shall reduce or otherwise affect the Master Servicer’s obligations 's obligation to fund such Monthly Advances and/or Servicing Advances. If so required pursuant to the terms of an Advance Facility, to To the extent that an Advancing Person funds any Monthly Advance Facility Counterparty makes all or a portion of any Servicing Advance and the Advance Facility Counterparty and the Servicer provide provides the Trustee and the NIMS Insurer, if any, with notice acknowledged by the Master Servicer that such Advance Facility Counterparty Advancing Person is entitled to reimbursement, such Advance Facility Counterparty Advancing Person shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent providedprovided in Section 5.15(b). Such notice from the Advance Facility Counterparty and the Servicer Advancing Person must specify the amount of the reimbursement and must specify which Section of this Agreement permits the applicable Monthly Advance to be reimbursed. The Trustee and the NIMS Insurer, if any, shall be entitled to rely without independent investigation on the Advance Facility Counterparty’s statement with respect to the amount of any reimbursement pursuant to this Section 3.20 and with respect to the Advance Facility Counterparty’s statement with respect to the Section of this Agreement permits the or Servicing Advance to be reimbursed. An Advance Facility Counterparty Advancing Person whose obligations hereunder are limited to the making funding of Monthly Advances will and/or Servicing Advances shall not be deemed required to be meet the qualifications of a subservicer under this AgreementSubservicer pursuant to Section 5.01(b) hereof. (b) If so required pursuant an Advancing Person is entitled to reimbursement for any particular Monthly Advance or Servicing Advance, then the Master Servicer shall not be permitted to reimburse itself therefor under Section 5.04(ii) or Section 5.04(viii), and shall include such amounts in the applicable deposits to the terms of an Advance Facility, the Servicer Certificate Account. The Trustee is hereby authorized to pay to an Advancing Person reimbursements for Monthly Advances and shall pay, Servicing Advances from the Certificate Account to the Advance Facility Counterparty (i) reimbursements same extent the Master Servicer would have been permitted to reimburse itself for Advances; and (ii) all or such portion of the Servicing Fee as may be so specified in the Advance Facility, that would otherwise be payable to the Servicer pursuant to this Agreement. (c) Upon request of the Servicer and provision by the Servicer of all necessary forms, the Trustee agrees to execute such reasonable acknowledgments, certificates, and other reasonable documents recognizing the interests of any Advance Facility Counterparty in such Advance Reimbursement Rights and Servicing Fees as the Servicer may cause to be made subject to Advance Facilities pursuant to this Section 3.20, and such other documents in connection with such Advance Facilities as may be reasonably requested from time to time by any Advance Facility Counterparty. The implementation of the arrangement described in this Section shall not require the consent of Certificateholders, the NIMS Insurer, if any, or the Trustee. (d) The Servicer shall indemnify the Trustee, the Trust Fund, each Certificateholder and any NIMS Insurer for any and all claims, losses, liabilities, damages, costs and expenses resulting from any claim by the Advance Facility Counterparty, except (with respect to the Trustee and any successor servicer) to the extent that such claim, loss, liability, damages or expense results from or arises out of the negligence, recklessness or willful misconduct of the Trustee or successor servicer, or failure by the Trustee or successor servicer to remit funds as required by this Agreement, or the commission of any act or an omission to act by the Trustee or successor servicer and the expiration of any applicable cure or grace period such that an Event of Default under this Agreement occurs or such entity is subject to termination for cause under this Agreement. (e) Any amendment to this Section 3.20 or to any other provision of this Agreement that may be necessary or appropriate to effect the terms of an Advance Facility as described generally in this Section, including amendments to add provisions relating to a successor servicer, may be entered into by the Seller, the Depositor, the Servicer and the Trustee without the consent of any Certificateholder, provided that such amendment is otherwise effected in compliance with the provisions of Section 11.01. All reasonable costs and expenses (including attorneys’ fees) incurred by each party hereto or incurred by (or that would otherwise be incurred by) the Trust Fund shall be borne solely by the Servicer. The parties hereto acknowledge and agree that (i) any Monthly Advances and/or Servicing Advances financed by and/or pledged to an Advance Facility Counterparty under any Advance Facility are obligations owed to the Servicer payable only from the cash flows and proceeds received under this Agreement for reimbursement of Advances and/or Servicing Advances to the extent provided herein, and the Trustee is not, as a result of the existence of any Advance Facility, obligated or liable to repay any Advances or Servicing Advances financed by the Advance Facility Counterparty; in accordance with Section 5.04 (ii) or Section 5.04(viii), as the case may be, had the Master Servicer made such Monthly Advance or Servicing Advance. Any such payment will be responsible for remitting deemed to be a payment by the Trust to the Advance Facility Counterparty the applicable amounts collected by it as reimbursement for Advances and/or Servicing Advances funded Master Servicer and a payment by the Advance Facility Counterparty, subject Master Servicer to the provisions of this Agreement; and (iii) the Trustee Advancing Person. This section shall not have create any responsibility to track or monitor the administration rights of the financing arrangement between Advancing Person against the Trust. In no event may an Advancing Person determine that an advance is a Nonrecoverable Advance; such determination shall be made by the Master Servicer and any Advance Facility Counterpartyin accordance with the terms hereof.

Advance Facility. (a) The Servicer is Wilshire and Ocwen are each hereby authorized to enter into any a financing or other facility with any Person (any such Person, an “Advance Facility Counterparty”) under which the Servicer may pledge or sell its rights to receive reimbursement of Advances pursuant to this Agreement (“Advance Reimbursement Rights”) pursuant to credit facilities, repurchase facilities, or similar facilities providing liquidity for the funding of Advances, including facilities providing that such Advance Facility Counterparty may make all or a portion of the Advances (any such facilityarrangement, an “Advance Facility”)) under which (1) Wilshire or Ocwen, although no as applicable, assigns or pledges to another Person (an “Advancing Person”) such Servicer’s rights under this Agreement to be reimbursed for any Advances or Servicing Advances and/or (2) an Advancing Person agrees to fund some or all Advances and/or Servicing Advances required to be made by Wilshire or Ocwen, as applicable, pursuant to this Agreement. No consent of the Trustee, Certificateholders or any other party is required before Wilshire or Ocwen, as applicable, may enter into an Advance Facility; provided, however, that the consent of the Trustee (which consent shall not be unreasonably withheld) shall be required before Ocwen or Wilshire, as applicable, may cause to be outstanding at one time more than one Advance Facility shall reduce with respect to Advances or otherwise affect more than one Advance Facility with respect to Servicing Advances. Notwithstanding the existence of any Advance Facility under which an Advancing Person agrees to fund Advances and/or Servicing Advances on such Servicer’s behalf, Wilshire or Ocwen, as applicable, shall remain obligated pursuant to this Agreement to make Advances and Servicing Advances pursuant to and as required by this Agreement, and shall not be relieved of such obligations to fund by virtue of such AdvancesAdvance Facility. If so required pursuant to the terms of Wilshire or Ocwen enters into an Advance Facility, and for so long as an Advancing Person remains entitled to receive reimbursement for any Advances or Servicing Advances outstanding and previously unreimbursed pursuant to this Agreement, then Wilshire or Ocwen, as applicable, may elect by providing written notice to the Trustee not to be permitted to reimburse itself for Advances and/or Servicing Advances, as applicable, pursuant to Section 3.08 of this Agreement, but following any such election Wilshire or Ocwen, as applicable, shall be required to include amounts collected that would otherwise be retained by Wilshire or Ocwen, as applicable, to reimburse it for previously unreimbursed Advances (“Advance Reimbursement Amounts”) and/or previously unreimbursed Servicing Advances (“Servicing Advance Reimbursement Amounts” and together with Advance Reimbursement Amounts, “Reimbursement Amounts”) (in each case to the extent such type of Reimbursement Amount is included in the Advance Facility) in the remittance to the Trustee made pursuant to this Agreement to the extent of amounts on deposit in the Collection Account on the related Servicer Cash Remittance Date. Notwithstanding anything to the contrary herein, in no event shall Advance Reimbursement Amounts or Servicing Advance Reimbursement Amounts be included in Interest Remittance Amounts or Principal Remittance Amounts or distributed to Certificateholders. Wilshire or Ocwen, as applicable, if making the election set forth herein, shall report to the Trustee the portions of the Reimbursement Amounts that consist of Advance Reimbursement Amounts and Servicing Advance Reimbursement Amounts, respectively. (b) If Wilshire or Ocwen enters into an Advance Facility Counterparty and makes all the election set forth in Section 3.21(a), Wilshire or Ocwen, as applicable, and the related Advancing Person shall deliver to the Trustee a portion written notice and payment instruction (an “Advance Facility Notice”), providing the Trustee with written payment instructions as to where to remit Advance Reimbursement Amounts and/or Servicing Advance Reimbursement Amounts (each to the extent such type of any Reimbursement Amount is included within the Advance and Facility) on subsequent Distribution Dates. The payment instruction shall require the applicable Reimbursement Amounts to be distributed to the Advancing Person or to a trustee or custodian (an “Advance Facility Trustee”) designated in the Advance Facility Counterparty Notice. An Advance Facility Notice may only be terminated by the joint written direction of Wilshire or Ocwen, as applicable, and the Servicer provide the Trustee related Advancing Person (and the NIMS Insurer, if any, with notice acknowledged by the Servicer that such any related Advance Facility Counterparty is entitled Trustee); provided, however, that the provisions of this Section 3.21 shall cease to reimbursementbe applicable when all Advances and Servicing Advances funded by an Advancing Person, such Advance Facility Counterparty and when all Advances and Servicing Advances (the rights to be reimbursed for which have been assigned or pledged to an Advancing Person), have been repaid to the related Advancing Person in full. (c) Reimbursement Amounts shall consist solely of amounts in respect of Advances and/or Servicing Advances made with respect to the Mortgage Loans for which Wilshire or Ocwen, as applicable, would be permitted to reimburse itself in accordance with Section 3.08(ii), (iii) and (iv) hereof, assuming Wilshire or Ocwen, as applicable, had made the related Advance(s) and/or Servicing Advance(s). Notwithstanding the foregoing, no Person shall be entitled to receive reimbursement from funds held in the Collection Account for future distribution to Certificateholders pursuant to this Agreement for such amount to the extent provided. Such notice from the Advance Facility Counterparty and the Servicer must specify the amount provisions of the reimbursement and must specify which Section of this Agreement permits the Advance to be reimbursed4.01. The Trustee shall not have any duty or liability with respect to the calculation of any Reimbursement Amount and the NIMS Insurer, if any, shall be entitled to rely without independent investigation on the Advance Facility CounterpartyNotice and on the applicable Servicer’s statement with respect to report of the amount of any reimbursement pursuant to this Section 3.20 Advance Reimbursement Amounts and with respect to Servicing Advance Reimbursement Amounts that were included in the Advance Facility Counterparty’s statement with respect to the Section of this Agreement permits the Advance to be reimbursed. An Advance Facility Counterparty whose obligations are limited to the making of Advances will not be deemed to be a subservicer under this Agreement. (b) If so required pursuant to the terms of an Advance Facilityremittance from Wilshire or Ocwen, the Servicer is hereby authorized to and shall payas applicable, to the Advance Facility Counterparty (i) reimbursements for Advances; and (ii) all or such portion of the Servicing Fee as may be so specified in the Advance Facility, that would otherwise be payable to the Servicer Trustee pursuant to this Agreement. (c) Upon request of the Section 3.08(viii). Wilshire or Ocwen, as applicable, shall maintain and provide to any successor Servicer and provision by the Servicer of all necessary formsa detailed accounting on a loan-by-loan basis as to amounts advanced by, the Trustee agrees to execute such reasonable acknowledgments, certificatespledged or assigned to, and other reasonable documents recognizing reimbursed to any Advancing Person. The successor Servicer shall be entitled to rely on any such information provided by Wilshire or Ocwen, as applicable, and the interests of successor Servicer shall not be liable for any Advance Facility Counterparty errors in such Advance Reimbursement Rights and Servicing Fees as the Servicer may cause to be made subject to Advance Facilities pursuant to this Section 3.20, and such other documents in connection with such Advance Facilities as may be reasonably requested from time to time by any Advance Facility Counterparty. The implementation of the arrangement described in this Section shall not require the consent of Certificateholders, the NIMS Insurer, if any, or the Trusteeinformation. (d) The Servicer An Advancing Person who receives an assignment or pledge of the rights to be reimbursed for Advances and/or Servicing Advances, and/or whose obligations hereunder are limited to the funding of Advances and/or Servicing Advances shall not be required to meet the criteria for qualification of a Subservicer set forth in Section 3.02 hereof. (e) With respect to any Advance Facility pursuant to which Wilshire or Ocwen has made the election set forth in Section 3.21(a), the documentation establishing any Advance Facility shall require that Reimbursement Amounts distributed with respect to each Mortgage Loan be allocated to outstanding unreimbursed Advances or Servicing Advances (as the case may be) made with respect to that Mortgage Loan on a “first-in, first-out” (FIFO) basis. Such documentation shall also require Wilshire or Ocwen, as applicable, to provide to the related Advancing Person or Advance Facility Trustee loan-by-loan information with respect to each Reimbursement Amount distributed by the Trustee to such Advancing Person or Advance Facility Trustee on each Distribution Date, to enable the Advancing Person or Advance Facility Trustee to make the FIFO allocation of each Reimbursement Amount with respect to each Mortgage Loan. Wilshire or Ocwen, as applicable, shall remain entitled to be reimbursed by the Advancing Person or Advance Facility Trustee for all Advances and Servicing Advances funded by Wilshire or Ocwen, as applicable, to the extent the related rights to be reimbursed therefor have not been assigned or pledged to an Advancing Person. (f) If Wilshire or Ocwen enters into an Advance Facility, Wilshire or Ocwen, as applicable, shall indemnify the Trustee, Trustee and the Trust Fund, each Certificateholder and any NIMS Insurer for successor Servicer, as applicable, from and against any and all claims, losses, liabilities, damages, costs and expenses liabilities or damages resulting from any claim by the Advance Facility Counterpartyrelated Advancing Person, except (with respect to the Trustee and any successor servicer) to the extent that such claim, loss, liability, damages liability or expense results damage resulted from or arises arose out of the negligence, recklessness or willful misconduct on the part of the Trustee successor Servicer or successor servicerthe Trustee, or failure by the successor Servicer or the Trustee or successor servicer to remit funds as required by this Agreement, or the commission of any act or an omission to act by the Trustee or successor servicer and the expiration of any applicable cure or grace period such that an Event of Default under this Agreement occurs or such entity is subject to termination for cause under this Agreement. (e) Section 3.21(b). Any amendment to this Section 3.20 3.21 or to any other provision of this Agreement that may be necessary or appropriate to effect the terms of an Advance Facility as described generally in this SectionSection 3.21, including amendments to add provisions relating to a successor servicerServicer, may be entered into by the SellerTrustee, the DepositorSeller and Wilshire or Ocwen, the Servicer and the Trustee as applicable, without the consent of any Certificateholder, provided that such amendment is otherwise effected in compliance with the provisions of Section 11.01. All reasonable costs and expenses (including attorneys’ fees) incurred by each party hereto or incurred by (or that would otherwise be incurred by) the Trust Fund shall be borne solely by the Servicer. The parties hereto acknowledge and agree that (i) any Advances and/or Servicing Advances financed by and/or pledged to an Advance Facility Counterparty under any Advance Facility are obligations owed Certificateholder notwithstanding anything to the Servicer payable only from the cash flows and proceeds received under this Agreement for reimbursement contrary in Section 10.01 of Advances and/or Servicing Advances to the extent provided herein, and the Trustee is not, as a result of the existence of any Advance Facility, obligated or liable to repay any Advances or Servicing Advances financed by the Advance Facility Counterparty; (ii) the Servicer will be responsible for remitting to the Advance Facility Counterparty the applicable amounts collected by it as reimbursement for Advances and/or Servicing Advances funded by the Advance Facility Counterparty, subject to the provisions of elsewhere in this Agreement; and (iii) the Trustee shall not have any responsibility to track or monitor the administration of the financing arrangement between the Servicer and any Advance Facility Counterparty.

Advance Facility. (a) The Servicer is hereby authorized to enter into any a facility (an “Advance Facility”) with any Person which provides that such Person (any such Person, an “Advance Facility CounterpartyAdvancing Person”) under which agrees to fund some or all of the Delinquency Advances and/or Servicing Advances required to be made by the Servicer pursuant to this Agreement or that the Servicer may pledge or sell assign its rights to receive reimbursement of be reimbursed for Delinquency Advances pursuant to this Agreement (“Advance Reimbursement Rights”) pursuant to credit facilities, repurchase facilities, or similar facilities providing liquidity for the funding of and/or Servicing Advances, including facilities providing that such Advance Facility Counterparty may make all directly or a portion of the Advances (any such facilityindirectly, to an “Advance Facility”)Advancing Person, although no such Advance Facility shall reduce or otherwise affect the Servicer’s obligations obligation to fund such Delinquency Advances and/or Servicing Advances. If so required pursuant to the terms of Servicer enters into an Advance Facility, the Servicer and the related Advancing Person shall deliver to the Trustee at the address set forth in Section 11.19 hereof a written notice (an “Advance Facility Notice”), stating the identity of the Advancing Person. If the Servicer enters into such an Advance Facility pursuant to this Section 8.29, upon reasonable request of the Advancing Person, the Trustee shall execute a letter of acknowledgment prepared by the Servicer, confirming its receipt of notice of the existence of such Advance Facility. To the extent that an Advancing Person previously identified in the Advance Facility Counterparty makes all Notice funds any Delinquency Advance or a portion of any Servicing Advance and the Advance Facility Counterparty and the Servicer provide provides the Trustee and the NIMS Insurer, if any, with notice acknowledged by the Servicer an Officer’s Certificate that such Advance Facility Counterparty Advancing Person is entitled to reimbursement, such Advance Facility Counterparty Advancing Person shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent providedprovided in Section 8.29(c). Such notice from the Advance Facility Counterparty and the Servicer Officer’s Certificate must specify the amount of the reimbursement and must specify which reimbursement, the remittance date, the written payment instructions for the Advancing Person, the Section of this Agreement that permits the applicable Delinquency Advance or Servicing Advance to be reimbursedreimbursed and either the section(s) of the Advance Facility that entitle the Advancing Person to receive reimbursement from the Trustee, rather than the Servicer, or proof of an Event of Default by the Servicer under the Advance Facility entitling the Advancing Person to reimbursement from the Trustee. The Trustee shall have no duty or liability with respect to any calculation of any reimbursement to be paid to an Advancing Person and the NIMS Insurer, if any, shall be entitled to conclusively rely without independent investigation on the Advance Facility CounterpartyOfficer’s statement with respect to the amount of any reimbursement Certificate provided pursuant to this Section 3.20 and with respect to the Advance Facility Counterparty’s statement with respect to the Section of this Agreement permits the Advance to be reimbursed8.29. An Advance Facility Counterparty Advancing Person whose obligations hereunder are limited to the making funding of Delinquency Advances and/or Servicing Advances, or who merely receives an assignment or pledge of the Servicer’s rights to be reimbursed for Delinquency Advances and/or Servicing Advances, shall not be required to meet the qualifications of the Servicer or any Sub-Servicer and will not be deemed to be a subservicer Sub-Servicer under this Agreement. (b) If so required pursuant to None of the terms Depositor or the Trustee shall, as a result of an the existence of any Advance Facility, have any additional duty or liability with respect to the Servicer is hereby authorized calculation or payment of any reimbursement for Delinquency Advances or Servicing Advances, nor, as a result of the existence of any Advance Facility, shall the Depositor or the Trustee have any additional responsibility to and shall pay, to track or monitor the administration of the Advance Facility Counterparty (i) or the reimbursement for Delinquency Advances or Servicing Advances, except to remit reimbursements for Advances; and (ii) all or such portion of the Servicing Fee as may be so specified in the Advance Facility, that would otherwise be payable to the Servicer accordance with payment instructions received pursuant to this Agreement. (c) Upon request of the Servicer and provision by the Servicer of all necessary forms, the Trustee agrees to execute such reasonable acknowledgments, certificates, and other reasonable documents recognizing the interests of any Advance Facility Counterparty in such Advance Reimbursement Rights and Servicing Fees as the Servicer may cause to be made subject to Advance Facilities pursuant to this Section 3.20, and such other documents in connection with such Advance Facilities as may be reasonably requested from time to time by any Advance Facility Counterparty8.29(a). The implementation of the arrangement described in this Section shall not require the consent of Certificateholders, the NIMS Insurer, if any, or the Trustee. (d) The Servicer shall indemnify the Depositor, the Trustee, any successor Servicer, any Owner and the Trust Fund, each Certificateholder and any NIMS Insurer for any and all claimsclaim, lossesloss, liabilities, damages, costs and expenses liability or damage resulting from any claim by the Advance Facility CounterpartyAdvancing Person, except (with respect to the Trustee and any successor servicer) to the extent that such claim, loss, liability, damages liability or expense results damage resulted from or arises arose out of the gross negligence, recklessness or willful misconduct on the part of the Trustee Depositor, the Trustee, any successor Servicer or successor servicerany Owner, as the case may be, or failure by the Trustee successor Servicer or successor servicer the Trustee, as the case may be, to remit funds as required by this Agreement, Agreement or the commission of any an act or an omission to act by the Trustee successor Servicer or successor servicer the Trustee, as the case may be, and the expiration passage of any applicable cure or grace period period, such that an a Servicer Termination Event of Default under this Agreement occurs or such entity is subject to termination for cause under this Agreement. (c) If an Advance Facility is entered into, and if the Servicer so notifies the Trustee, then the Servicer shall not seek reimbursement for any Delinquency Advance or Servicing Advance made by an Advancing Person under Section 7.03(b)(D)(27), Section 8.08(d)(D) and (E) and Section 8.09, but instead the Servicer shall remit the amounts relating to Advances to the Trustee in the monthly remittance made to the Trustee on a Monthly Remittance Date in accordance with this Agreement. The Trustee, upon its receipt of an Officer’s Certificate in accordance with Section 8.29 hereof, shall pay to the Advancing Person or to a trustee, agent or custodian designated in the Officer’s Certificate specified in Section 8.29(a), reimbursements for Delinquency Advances and Servicing Advances from the Certificate Account to the same extent the Servicer would have been permitted to reimburse itself from the Principal and Interest Account for such Delinquency Advances and/or Servicing Advances in accordance with Section 7.03(b)(D)(27), Section 8.08(d)(D) and (E) and Section 8.09, as the case may be, had the Servicer itself funded such Delinquency Advance or Servicing Advance. (d) All Delinquency Advances and Servicing Advances made pursuant to the terms of this Agreement shall be deemed made and shall be reimbursed on a “first in-first out” (FIFO) basis, such that an advance made earlier in time with respect to any Home Equity Loan shall be reimbursed to the Servicer who made that advance, before reimbursement of an advance made later in time with respect to that Home Equity Loan, and a predecessor Servicer’s advances with respect to any particular Home Equity Loan shall be reimbursed before reimbursement of a successor Servicer’s advances with respect to such Home Equity Loan. (e) In making its determination that any Delinquency Advance or Servicing Advance theretofore made has become a Nonrecoverable Advance, the Servicer shall apply the same criteria in making such determination regardless of whether such Delinquency Advance or Servicing Advance shall have been made by the Servicer or any predecessor Servicer. (f) The Servicer shall maintain and provide to any successor Servicer and, upon request, the Trustee a detailed accounting on a loan-by-loan basis as to amounts advanced by, pledged or assigned to, and reimbursed to any Advancing Person. The successor Servicer shall be entitled to rely on any such information provided by the predecessor Servicer, and the successor Servicer shall not be liable for any errors in such information. (g) Any amendment to this Section 3.20 8.29 or to any other provision of this Agreement that may be necessary or appropriate to effect the terms of an Advance Facility as described generally in this SectionSection 8.29, including amendments to add provisions relating to a successor servicerServicer, may be entered into by the Seller, the Depositor, the Servicer Sellers, the Trustee and the Trustee Servicer without the consent of any Certificateholder, provided that such amendment is otherwise effected in compliance complies with the provisions of Section 11.0111.14. All reasonable costs and expenses (including attorneys’ fees) incurred by of each party hereto or incurred by (or that would otherwise be incurred by) the Trust Fund of any such amendment shall be borne solely by the Servicer. The parties hereto hereby acknowledge and agree that that: (ia) any the Delinquency Advances and/or Servicing Advances financed by and/or pledged to an Advance Facility Counterparty Advancing Person under any Advance Facility are obligations owed to the Servicer payable only from the cash flows and proceeds received under this Agreement for reimbursement of Delinquency Advances and/or Servicing Advances only to the extent provided herein, and the Trustee is and the Trust are not, as a result of the existence of any Advance Facility, separately obligated or liable to repay any Delinquency Advances or and/or Servicing Advances financed by the Advance Facility CounterpartyAdvancing Person; (iib) the Servicer will be responsible for remitting to the Advance Facility Counterparty Advancing Person the applicable amounts collected by it as reimbursement for Delinquency Advances and/or Servicing Advances funded by the Advance Facility CounterpartyAdvancing Person, subject to the provisions of this AgreementAgreement and except to the extent an election is made to remit all such reimbursements to the Trustee as described in Section 8.29(c); and (iiic) the Trustee shall not have any responsibility to track or monitor the administration of the financing arrangement between the Servicer and any Advance Facility CounterpartyAdvancing Person.

Advance Facility. (a) The Servicer is hereby authorized to enter into any a facility (an “Advance Facility”) with any Person which provides that such Person (any such Person, an “Advance Facility CounterpartyAdvancing Person”) under which agrees to fund some or all of the Advances and/or Servicing Advances required to be made by the Servicer pursuant to this Agreement or that the Servicer may pledge or sell assign its rights to receive reimbursement of be reimbursed for Advances pursuant to this Agreement (“Advance Reimbursement Rights”) pursuant to credit facilities, repurchase facilities, or similar facilities providing liquidity for the funding of and/or Servicing Advances, including facilities providing that such Advance Facility Counterparty may make all directly or a portion of the Advances (any such facilityindirectly, to an “Advance Facility”)Advancing Person, although no such Advance Facility shall reduce or otherwise affect the Servicer’s obligations obligation to fund such Advances and/or Servicing Advances. If so required pursuant to the terms of Servicer enters into an Advance Facility, the Servicer and the related Advancing Person shall deliver to the Indenture Trustee, the Master Servicer and the Trust Administrator at the respective addresses set forth in Section 10.07 hereof a written notice (an “Advance Facility Notice”), stating the identity of the Advancing Person. If the Servicer enters into such an Advance Facility pursuant to this Section 4.11, upon reasonable request of the Advancing Person, the Trust Administrator shall execute a letter of acknowledgment prepared by the Servicer, confirming its receipt of notice of the existence of such Advance Facility. To the extent that an Advancing Person previously identified in the Advance Facility Counterparty makes all Notice funds any Advance or a portion of any Servicing Advance and the Advance Facility Counterparty and Servicer provides the Servicer provide the Trustee and the NIMS Insurer, if any, Trust Administrator with notice acknowledged by the Servicer an Officer’s Certificate that such Advance Facility Counterparty Advancing Person is entitled to reimbursement, such Advance Facility Counterparty Advancing Person shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent providedprovided in Section 4.11(c). Such notice from the Advance Facility Counterparty and the Servicer Officer’s Certificate must specify the amount of the reimbursement and must specify which reimbursement, the remittance date, the written payment instructions for the Advancing Person, the Section of this Agreement that permits the applicable Advance or Servicing Advance to be reimbursedreimbursed and either the section(s) of the Advance Facility that entitle the Advancing Person to receive reimbursement from the Trust Administrator, rather than the Servicer, or proof of an event of default by the Servicer under the Advance Facility entitling the Advancing Person to reimbursement from the Trust Administrator. The Trustee Trust Administrator shall not have any duty or liability with respect to any calculation of any reimbursement to be paid to an Advancing Person and the NIMS Insurer, if any, shall be entitled to conclusively rely without independent investigation on the Advance Facility CounterpartyOfficer’s statement with respect to the amount of any reimbursement Certificate provided pursuant to this Section 3.20 and with respect to the Advance Facility Counterparty’s statement with respect to the Section of this Agreement permits the Advance to be reimbursed4.11. An Advance Facility Counterparty Advancing Person whose obligations hereunder are limited to the making funding of Advances and/or Servicing Advances, or who merely receives an assignment or pledge of the Servicer’s rights to be reimbursed for Advances and/or Servicing Advances, shall not be required to meet the qualifications of the Servicer or any sub-servicer and will not be deemed to be a subservicer sub-servicer under this Agreement. (b) If so required pursuant to None of the terms Depositor, the Master Servicer, the Trust Administrator or the Indenture Trustee shall, as a result of an the existence of any Advance Facility, have any additional duty or liability with respect to the Servicer is hereby authorized calculation or payment of any reimbursement for Advances or Servicing Advances, nor, as a result of the existence of any Advance Facility, shall the Depositor, the Master Servicer, the Trust Administrator or the Indenture Trustee have any additional responsibility to and shall pay, to track or monitor the administration of the Advance Facility Counterparty (i) reimbursements or the reimbursement for Advances or ▇▇▇▇▇▇▇▇▇ Advances; and (ii) all or such portion , except, in the case of the Servicing Fee as may be so specified Trust Administrator, to remit reimbursements in the Advance Facility, that would otherwise be payable to the Servicer accordance with payment instructions received pursuant to this Agreement. (c) Upon request of the Servicer and provision by the Servicer of all necessary forms, the Trustee agrees to execute such reasonable acknowledgments, certificates, and other reasonable documents recognizing the interests of any Advance Facility Counterparty in such Advance Reimbursement Rights and Servicing Fees as the Servicer may cause to be made subject to Advance Facilities pursuant to this Section 3.20, and such other documents in connection with such Advance Facilities as may be reasonably requested from time to time by any Advance Facility Counterparty4.11(a). The implementation of the arrangement described in this Section shall not require the consent of Certificateholders, the NIMS Insurer, if any, or the Trustee. (d) The Servicer shall indemnify the TrusteeDepositor, the Master Servicer, the Trust FundAdministrator, each Certificateholder the Indenture Trustee, any successor Servicer and any NIMS Insurer the Issuer for any and all claimsclaim, lossesloss, liabilities, damages, costs and expenses liability or damage resulting from any claim by the Advance Facility CounterpartyAdvancing Person, except (with respect to the Trustee and any successor servicer) to the extent that such claim, loss, liability, damages liability or expense results damage resulted from or arises arose out of the negligence, recklessness or willful misconduct on the part of the Trustee Depositor, the Master Servicer, the Trust Administrator, the Indenture Trustee, any successor Servicer or successor servicerthe Issuer, as the case may be, or failure by the Trustee successor Servicer, the Master Servicer or successor servicer the Trust Administrator, as the case may be, to remit funds as required by this Agreement, Agreement or the commission of any an act or an omission to act by the Trustee successor Servicer, the Master Servicer or successor servicer the Trust Administrator, as the case may be, and the expiration passage of any applicable cure or grace period period, such that an that, in the case of the Master Servicer, a Master Servicer Event of Default occurs under this Agreement occurs Agreement, or in the case of the successor Servicer, the Master Servicer or the Trust Administrator, such entity is subject to termination for cause under this Agreement. (c) If an Advance Facility is entered into, and if the Servicer so notifies the Trust Administrator, then the Servicer shall not seek reimbursement for any Advance or Servicing Advance made by an Advancing Person under Section 6.05, but instead the Servicer shall remit the amounts relating to Advances to the Master Servicer for inclusion in the monthly remittance made to the Trust Administrator on a Servicer Remittance Date in accordance with this Agreement. The Trust Administrator, upon its receipt of an Officer’s Certificate in accordance with Section 4.11 hereof, shall pay to the Advancing Person or to a trustee, agent or custodian designated in the Officer’s Certificate specified in Section 4.11(a), reimbursements for Advances and Servicing Advances from the Collection Account to the same extent the Servicer would have been permitted to reimburse itself from its Custodial Account for such Advances and/or Servicing Advances in accordance with Sections 4.02(e) and 6.05, had the Servicer itself funded such Advance or Servicing Advance. (d) All Advances and Servicing Advances made pursuant to the terms of this Agreement shall be deemed made and shall be reimbursed on a “first in-first out” (FIFO) basis, such that an advance made earlier in time with respect to any Mortgage Loan shall be reimbursed to the Servicer who made that advance, before reimbursement of an advance made later in time with respect to that Mortgage Loan, and a predecessor Servicer’s advances with respect to any particular Mortgage Loan shall be reimbursed before reimbursement of a successor ▇▇▇▇▇▇▇▇’s advances with respect to such Mortgage Loan. (e) In making its determination that any Advance or Servicing Advance theretofore made has become a Nonrecoverable Advance, the Servicer shall apply the same criteria in making such determination regardless of whether such Advance or Servicing Advance shall have been made by the Servicer or any predecessor Servicer. (f) The Servicer shall maintain and provide to any successor Servicer and, upon request, the Master Servicer, the Trust Administrator and the Indenture Trustee a detailed accounting on a loan-by-loan basis as to amounts advanced by, pledged or assigned to, and reimbursed to any Advancing Person. The successor Servicer shall be entitled to rely on any such information provided by the predecessor Servicer, and the successor Servicer shall not be liable for any errors in such information. (g) Any amendment to this Section 3.20 4.11 or to any other provision of this Agreement that may be necessary or appropriate to effect the terms of an Advance Facility as described generally in this SectionSection 4.11, including amendments to add provisions relating to a successor servicerServicer, may be entered into by the Seller, the Depositor, the Servicer and the Trustee parties hereto without the consent of any CertificateholderNoteholder, provided that such amendment is otherwise effected in compliance complies with the provisions of Section 11.0110.03. All reasonable costs and expenses (including attorneys’ fees) incurred by of each party hereto or incurred by (or that would otherwise be incurred by) the Trust Fund of any such amendment shall be borne solely by the Servicer. The parties hereto hereby acknowledge and agree that that: (ia) any the Advances and/or Servicing Advances financed by and/or pledged to an Advance Facility Counterparty Advancing Person under any Advance Facility are obligations owed to the Servicer payable only from the cash flows and proceeds received under this Agreement for reimbursement of Advances and/or Servicing Advances only to the extent provided herein, and the Trustee is Indenture Trustee, the Owner Trustee, the Trust Administrator, the Master Servicer and the Issuer are not, as a result of the existence of any Advance Facility, separately obligated or liable to repay any Advances or and/or Servicing Advances financed by the Advance Facility CounterpartyAdvancing Person; (iib) the Servicer will be responsible for remitting to the Advance Facility Counterparty Advancing Person the applicable amounts collected by it as reimbursement for Advances and/or Servicing Advances funded by the Advance Facility CounterpartyAdvancing Person, subject to the provisions of this AgreementAgreement and except to the extent an election is made to remit all such reimbursements to the Trust Administrator as described in Section 4.11(c); and (iiic) none of the Master Servicer, the Trust Administrator and the Indenture Trustee shall not have any responsibility to track or monitor the administration of the financing arrangement between the Servicer and any Advance Facility CounterpartyAdvancing Person.

Advance Facility. (a) The Each of (i) the Trustee on behalf of the Trust Fund, with the consent of the Servicer and (ii) the Servicer is hereby authorized to enter into any a financing or other facility with any Person (any such Personarrangement, an “"Advance Facility Counterparty”Facility") under which (1) the Servicer assigns or pledges to another Person (an "Advancing Person") the Servicer's rights under this Agreement to be reimbursed for any Advances or Servicing Advances and/or (2) an Advancing Person agrees to fund some or all Advances and/or Servicing Advances required to be made by the Servicer pursuant to this Agreement. The Trustee is further authorized, subject to Section 11.01, to enter into any amendment of this Agreement in connection with such facility. No consent of the Trustee, the Certificateholders or any other party is required before the Servicer may pledge enter into an Advance Facility; provided, however, that the consent of the Trustee shall be required before the Servicer may cause to be outstanding at one time more than one Advance Facility with respect to Advances or sell its rights more than one Advance Facility with respect to receive reimbursement Servicing Advances. Notwithstanding the existence of any Advance Facility under which an Advancing Person agrees to fund Advances and/or Servicing Advances on the Servicer's behalf, the Servicer shall remain obligated pursuant to this Agreement (“Advance Reimbursement Rights”) to make Advances and Servicing Advances pursuant to credit facilitiesand as required by this Agreement, repurchase facilities, or similar facilities providing liquidity for the funding and shall not be relieved of Advances, including facilities providing that such obligations by virtue of such Advance Facility Counterparty may make all or a portion of the Advances (any such facility, an “Advance Facility”), although no Advance Facility shall reduce or otherwise affect the Servicer’s obligations to fund such Advances. If so required pursuant to the terms of an Advance Facility, to To the extent that an Advance Facility Counterparty Advancing Person makes all or a portion of any Advance or any Servicing Advance and the Advance Facility Counterparty and the Servicer provide provides the Trustee and the NIMS Insurer, if any, with notice acknowledged by the Servicer that such Advance Facility Counterparty Advancing Person is entitled to reimbursement, such Advance Facility Counterparty Advancing Person shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent providedprovided in Section 8.16(b). Such notice from the Advance Facility Counterparty and the Servicer Advancing Person must specify the amount of the reimbursement and must specify which Section of this Agreement permits the applicable Advance or Servicing Advance to be reimbursed. The Trustee and the NIMS Insurer, if any, shall be entitled to rely without independent investigation on the Advance Facility Counterparty’s Advancing Person's statement with respect to the amount of any reimbursement pursuant to this Section 3.20 8.16 and with respect to the Advance Facility Counterparty’s Advancing Person's statement with respect to the Section of this Agreement that permits the applicable Advance or Servicing Advance to be reimbursed. An Advance Facility Counterparty Advancing Person whose obligations are limited to the making of Advances and/or Servicing Advances shall not be required to meet the qualifications of a Servicer or a Sub-Servicer and will not be deemed to be a subservicer Sub-Servicer under this Agreement. (b) If an advancing facility is entered into and so required pursuant provides, then the Servicer shall not be permitted to reimburse itself therefor under Section 3.11(ii), Section 3.11(iii), Section 3.11(v), Section 3.11(vi), Section 3.11(vii) and Section 4.04(b) prior to the terms of an Advance Facilityremittance to the Trust Fund, but instead, in such event, the Servicer shall include such amounts in the applicable remittance to the Trustee made pursuant to Section 3.10(a). The Trustee is hereby authorized to and shall pay, pay to the Advance Facility Counterparty (i) Advancing Person, reimbursements for Advances; Advances and (ii) all or such portion of Servicing Advances from the Servicing Fee as may be so specified in the Advance Facility, that would otherwise be payable Distribution Account to the Servicer pursuant to this Agreement. (c) Upon request of same extent the Servicer and provision by the Servicer of all necessary forms, the Trustee agrees would have been permitted to execute reimburse itself for such reasonable acknowledgments, certificates, and other reasonable documents recognizing the interests of any Advance Facility Counterparty in such Advance Reimbursement Rights and Servicing Fees as the Servicer may cause to be made subject to Advance Facilities pursuant to this Section 3.20, and such other documents in connection with such Advance Facilities as may be reasonably requested from time to time by any Advance Facility Counterparty. The implementation of the arrangement described in this Section shall not require the consent of Certificateholders, the NIMS Insurer, if any, or the Trustee. (d) The Servicer shall indemnify the Trustee, the Trust Fund, each Certificateholder and any NIMS Insurer for any and all claims, losses, liabilities, damages, costs and expenses resulting from any claim by the Advance Facility Counterparty, except (with respect to the Trustee and any successor servicer) to the extent that such claim, loss, liability, damages or expense results from or arises out of the negligence, recklessness or willful misconduct of the Trustee or successor servicer, or failure by the Trustee or successor servicer to remit funds as required by this Agreement, or the commission of any act or an omission to act by the Trustee or successor servicer and the expiration of any applicable cure or grace period such that an Event of Default under this Agreement occurs or such entity is subject to termination for cause under this Agreement. (e) Any amendment to this Section 3.20 or to any other provision of this Agreement that may be necessary or appropriate to effect the terms of an Advance Facility as described generally in this Section, including amendments to add provisions relating to a successor servicer, may be entered into by the Seller, the Depositor, the Servicer and the Trustee without the consent of any Certificateholder, provided that such amendment is otherwise effected in compliance with the provisions of Section 11.01. All reasonable costs and expenses (including attorneys’ fees) incurred by each party hereto or incurred by (or that would otherwise be incurred by) the Trust Fund shall be borne solely by the Servicer. The parties hereto acknowledge and agree that (i) any Advances and/or Servicing Advances financed by and/or pledged to an Advance Facility Counterparty under any Advance Facility are obligations owed to the Servicer payable only from the cash flows and proceeds received under this Agreement for reimbursement of Advances and/or Servicing Advances to the extent provided hereinin accordance with Section 3.11(ii), and the Trustee is notSection 3.11(iii), as a result of the existence of any Advance FacilitySection 3.11(v), obligated or liable to repay any Advances or Servicing Advances financed by the Advance Facility Counterparty; (ii) the Servicer will be responsible for remitting to the Advance Facility Counterparty the applicable amounts collected by it as reimbursement for Advances and/or Servicing Advances funded by the Advance Facility Counterparty, subject to the provisions of this Agreement; and (iii) the Trustee shall not have any responsibility to track or monitor the administration of the financing arrangement between the Servicer and any Advance Facility Counterparty.Section

Advance Facility. (a) The With the prior consent of the Note Insurer (which consent shall not be unreasonably withheld) the Servicer is hereby authorized to enter into any a facility with any Person (any such Person, an “Advance Facility Counterparty”) under which the Servicer may pledge or sell its rights to receive reimbursement of Advances pursuant to this Agreement (“Advance Reimbursement Rights”) pursuant to credit facilities, repurchase facilities, or similar facilities providing liquidity for the funding of Advances, including facilities providing provides that such Advance Facility Counterparty Person (an "Advancing Person") may make all or a portion of the fund Monthly Advances (any such facility, an “Advance Facility”)and/or Servicing Advances under this Agreement, although no Advance Facility such facility shall reduce or otherwise affect the Servicer’s obligations 's obligation to fund such Monthly Advances and/or Servicing Advances. If so required pursuant to the terms of an Advance Facility, to To the extent that an Advancing Person funds any Monthly Advance Facility Counterparty makes all or a portion of any Servicing Advance and provides the Advance Facility Counterparty and the Servicer provide the Indenture Trustee and the NIMS Insurer, if any, with notice acknowledged by the Servicer that such Advance Facility Counterparty Advancing Person is entitled to reimbursement, such Advance Facility Counterparty Advancing Person shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent providedprovided in Section 5.16(b). Such notice from the Advance Facility Counterparty and the Servicer Advancing Person must specify the amount of the reimbursement and must specify which Section of this Agreement permits the applicable Monthly Advance or Servicing Advance to be reimbursed. The Indenture Trustee shall have no duty or liability with respect to any calculation of any reimbursement to be paid to an Advancing Person and the NIMS Insurer, if any, shall be entitled to rely without independent investigation on the Advance Facility Counterparty’s statement with respect to the amount of any reimbursement Advancing Person's notice provided pursuant to this Section 3.20 and with respect to the Advance Facility Counterparty’s statement with respect to the Section of this Agreement permits the Advance to be reimbursed5.16. An Advance Facility Counterparty Advancing Person whose obligations hereunder are limited to the making funding of Monthly Advances will and/or Servicing Advances shall not be deemed required to be meet the qualifications of a subservicer under this AgreementSubservicer pursuant to Section 5.01(a) hereof. (b) If so required pursuant an Advancing Person is entitled to reimbursement for any particular Monthly Advance or Servicing Advance, then the Servicer shall not be permitted to reimburse itself for such unreimbursed Monthly Advances or unreimbursed Servicing Advances under Section 5.04(ii), but instead the Servicer shall include such amounts in the applicable remittance to the terms Indenture Trustee to the extent of an Advance Facility, amounts on deposit in the Servicer Principal and Interest Account on the related Determination Date. The Indenture Trustee is hereby authorized to pay to an Advancing Person reimbursements for Monthly Advances and shall pay, Servicing Advances from the Note Distribution Account to the Advance Facility Counterparty (i) reimbursements for Advances; and (ii) all or such portion of the Servicing Fee as may be so specified in the Advance Facility, that would otherwise be payable to same extent the Servicer pursuant would have been permitted to this Agreement. (c) Upon request of the Servicer and provision by the Servicer of all necessary forms, the Trustee agrees to execute reimburse itself for such reasonable acknowledgments, certificates, and other reasonable documents recognizing the interests of any Advance Facility Counterparty in such Advance Reimbursement Rights and Servicing Fees as the Servicer may cause to be made subject to Advance Facilities pursuant to this Section 3.20, and such other documents in connection with such Advance Facilities as may be reasonably requested from time to time by any Advance Facility Counterparty. The implementation of the arrangement described in this Section shall not require the consent of Certificateholders, the NIMS Insurer, if any, or the Trustee. (d) The Servicer shall indemnify the Trustee, the Trust Fund, each Certificateholder and any NIMS Insurer for any and all claims, losses, liabilities, damages, costs and expenses resulting from any claim by the Advance Facility Counterparty, except (with respect to the Trustee and any successor servicer) to the extent that such claim, loss, liability, damages or expense results from or arises out of the negligence, recklessness or willful misconduct of the Trustee or successor servicer, or failure by the Trustee or successor servicer to remit funds as required by this Agreement, or the commission of any act or an omission to act by the Trustee or successor servicer and the expiration of any applicable cure or grace period such that an Event of Default under this Agreement occurs or such entity is subject to termination for cause under this Agreement. (e) Any amendment to this Section 3.20 or to any other provision of this Agreement that may be necessary or appropriate to effect the terms of an Advance Facility as described generally in this Section, including amendments to add provisions relating to a successor servicer, may be entered into by the Seller, the Depositor, the Servicer and the Trustee without the consent of any Certificateholder, provided that such amendment is otherwise effected in compliance with the provisions of Section 11.01. All reasonable costs and expenses (including attorneys’ fees) incurred by each party hereto or incurred by (or that would otherwise be incurred by) the Trust Fund shall be borne solely by the Servicer. The parties hereto acknowledge and agree that (i) any Monthly Advances and/or Servicing Advances financed by and/or pledged to an Advance Facility Counterparty under any Advance Facility are obligations owed to in accordance with Section 5.04(ii), had the Servicer payable only from the cash flows and proceeds received under this Agreement for reimbursement of Advances and/or Servicing Advances to the extent provided herein, and the Trustee is not, as a result of the existence of any made such Monthly Advance Facility, obligated or liable to repay any Advances or Servicing Advances financed by the Advance Facility Counterparty; (ii) the Servicer will be responsible for remitting to the Advance Facility Counterparty the applicable amounts collected by it as reimbursement for Advances and/or Servicing Advances funded by the Advance Facility Counterparty, subject to the provisions of this Agreement; and (iii) the Trustee shall not have any responsibility to track or monitor the administration of the financing arrangement between the Servicer and any Advance Facility CounterpartyAdvance.

Advance Facility. (a) The Servicer Trustee or the Trust Administrator on behalf of the Trust, is hereby authorized authorized, with the consent of the Master Servicer and the Certificate Insurer, to enter into any a facility with any Person (any such Person, an “Advance Facility Counterparty”) under which the Servicer may pledge or sell its rights to receive reimbursement of Advances pursuant to this Agreement (“Advance Reimbursement Rights”) pursuant to credit facilities, repurchase facilities, or similar facilities providing liquidity for the funding of Advances, including facilities providing provides that such Advance Facility Counterparty Person (an "Advancing Person") may make all or a portion of the fund Delinquency Advances (any such facility, an “Advance Facility”)and/or Servicing Advances under this Agreement, although no Advance Facility such facility shall reduce or otherwise affect the Master Servicer’s obligations 's obligation to fund such Delinquency Advances and/or Servicing Advances. If so required pursuant to the terms of an Advance Facility, to To the extent that an Advancing Person funds any Delinquency Advance Facility Counterparty makes all or a portion of any Servicing Advance and provides the Advance Facility Counterparty Trust Administrator and the Servicer provide the Trustee and the NIMS Insurer, if any, Certificate Insurer with notice acknowledged by the Master Servicer that such Advance Facility Counterparty Advancing Person is entitled to reimbursement, such Advance Facility Counterparty Advancing Person shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent providedprovided in Section 3.29(b). Such notice from the Advance Facility Counterparty and the Servicer Advancing Person must specify the amount of the reimbursement and must specify which Section of this Agreement permits the applicable Delinquency Advance or Servicing Advance to be reimbursed. The Trustee Trust Administrator shall have no duty or liability to the Master Servicer with respect to any calculation of any reimbursement to be paid to an Advancing Person and the NIMS Insurer, if any, shall be entitled to rely without independent investigation on the Advance Facility Counterparty’s statement with respect to the amount of any reimbursement Advancing Person's notice provided pursuant to this Section 3.20 and with respect to the Advance Facility Counterparty’s statement with respect to the Section of this Agreement permits the Advance to be reimbursed3.29. An Advance Facility Counterparty Advancing Person whose obligations hereunder are limited to the making funding of Delinquency Advances will and/or Servicing Advances shall not be deemed required to be meet the qualifications of a subservicer under this AgreementSubservicer pursuant to Section 3.02 hereof. (b) If so required an Advancing Person is entitled to reimbursement for any particular Delinquency Advance or Servicing Advance, then the Master Servicer shall not be permitted to reimburse itself therefor under Section 3.11(a)(ii), Section 3.11(a)(iii), Section 3.11(a)(vi) or Section 3.11(a)(ix), but instead the Master Servicer shall deposit such amount in the Collection Account as collected and include such amounts in the applicable remittance to the Trust Administrator made pursuant to Section 3.10(b) to the terms extent of an Advance Facility, amounts on deposit in the Collection Account on the related Master Servicer Remittance Date. The Trust Administrator is hereby authorized to pay to an Advancing Person, reimbursements for Delinquency Advances and shall pay, Servicing Advances from the Certificate Account to the Advance Facility Counterparty (i) reimbursements same extent the Master Servicer would have been permitted to reimburse itself for Advances; and (ii) all or such portion of the Servicing Fee as may be so specified in the Advance Facility, that would otherwise be payable to the Servicer pursuant to this Agreement. (c) Upon request of the Servicer and provision by the Servicer of all necessary forms, the Trustee agrees to execute such reasonable acknowledgments, certificates, and other reasonable documents recognizing the interests of any Advance Facility Counterparty in such Advance Reimbursement Rights and Servicing Fees as the Servicer may cause to be made subject to Advance Facilities pursuant to this Section 3.20, and such other documents in connection with such Advance Facilities as may be reasonably requested from time to time by any Advance Facility Counterparty. The implementation of the arrangement described in this Section shall not require the consent of Certificateholders, the NIMS Insurer, if any, or the Trustee. (d) The Servicer shall indemnify the Trustee, the Trust Fund, each Certificateholder and any NIMS Insurer for any and all claims, losses, liabilities, damages, costs and expenses resulting from any claim by the Advance Facility Counterparty, except (with respect to the Trustee and any successor servicer) to the extent that such claim, loss, liability, damages or expense results from or arises out of the negligence, recklessness or willful misconduct of the Trustee or successor servicer, or failure by the Trustee or successor servicer to remit funds as required by this Agreement, or the commission of any act or an omission to act by the Trustee or successor servicer and the expiration of any applicable cure or grace period such that an Event of Default under this Agreement occurs or such entity is subject to termination for cause under this Agreement. (e) Any amendment to this Section 3.20 or to any other provision of this Agreement that may be necessary or appropriate to effect the terms of an Advance Facility as described generally in this Section, including amendments to add provisions relating to a successor servicer, may be entered into by the Seller, the Depositor, the Servicer and the Trustee without the consent of any Certificateholder, provided that such amendment is otherwise effected in compliance with the provisions of Section 11.01. All reasonable costs and expenses (including attorneys’ fees) incurred by each party hereto or incurred by (or that would otherwise be incurred by) the Trust Fund shall be borne solely by the Servicer. The parties hereto acknowledge and agree that (i) any Delinquency Advances and/or Servicing Advances financed by and/or pledged to an Advance Facility Counterparty under any Advance Facility are obligations owed to the Servicer payable only from the cash flows and proceeds received under this Agreement for reimbursement of Advances and/or Servicing Advances to the extent provided hereinin accordance with Section 3.11(a)(ii), and the Trustee is notSection 3.11(a)(iii), Section 3.11(a)(vi) or Section 3.11(a)(ix), as a result of the existence of any case may be, had the Master Servicer made such Delinquency Advance Facility, obligated or liable to repay any Advances or Servicing Advances financed by the Advance Facility Counterparty; (ii) the Servicer will be responsible for remitting to the Advance Facility Counterparty the applicable amounts collected by it as reimbursement for Advances and/or Servicing Advances funded by the Advance Facility Counterparty, subject to the provisions of this Agreement; and (iii) the Trustee shall not have any responsibility to track or monitor the administration of the financing arrangement between the Servicer and any Advance Facility CounterpartyAdvance.

Advance Facility. (a) The Servicer is Option One and Wilshire are each hereby authorized to enter into any a financing or other facility with any Person (any such Personarrangement, an “"Advance Facility Counterparty”Facility") under which (1) Option One or Wilshire, as applicable, assigns or pledges to another Person (an "Advancing Person") such Servicer's rights under this Agreement to be reimbursed for any Advances or Servicing Advances and/or (2) an Advancing Person agrees to fund some or all Advances and/or Servicing Advances required to be made by Option One or Wilshire, as applicable, pursuant to this Agreement. No consent of the Servicer Trustee, Certificateholders or any other party is required before Option One or Wilshire, as applicable, may pledge enter into an Advance Facility; PROVIDED, HOWEVER, that the consent of the Trustee (which consent shall not be unreasonably withheld) shall be required before Option One or sell its rights Wilshire, as applicable, may cause to receive reimbursement be outstanding at one time more than one Advance Facility with respect to Advances or more than one Advance Facility with respect to Servicing Advances. Notwithstanding the existence of any Advance Facility under which an Advancing Person agrees to fund Advances and/or Servicing Advances on such Servicer's behalf, Option One or Wilshire, as applicable, shall remain obligated pursuant to this Agreement (“Advance Reimbursement Rights”) to make Advances and Servicing Advances pursuant to credit facilities, repurchase facilities, or similar facilities providing liquidity for the funding of Advances, including facilities providing that such Advance Facility Counterparty may make all or a portion of the Advances (any such facility, an “Advance Facility”), although no Advance Facility shall reduce or otherwise affect the Servicer’s obligations to fund such Advances. If so required pursuant to the terms of an Advance Facility, to the extent that an Advance Facility Counterparty makes all or a portion of any Advance and the Advance Facility Counterparty and the Servicer provide the Trustee and the NIMS Insurer, if any, with notice acknowledged by the Servicer that such Advance Facility Counterparty is entitled to reimbursement, such Advance Facility Counterparty shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent provided. Such notice from the Advance Facility Counterparty and the Servicer must specify the amount of the reimbursement and must specify which Section of this Agreement permits the Advance to be reimbursed. The Trustee and the NIMS Insurer, if any, shall be entitled to rely without independent investigation on the Advance Facility Counterparty’s statement with respect to the amount of any reimbursement pursuant to this Section 3.20 and with respect to the Advance Facility Counterparty’s statement with respect to the Section of this Agreement permits the Advance to be reimbursed. An Advance Facility Counterparty whose obligations are limited to the making of Advances will not be deemed to be a subservicer under this Agreement. (b) If so required pursuant to the terms of an Advance Facility, the Servicer is hereby authorized to and shall pay, to the Advance Facility Counterparty (i) reimbursements for Advances; and (ii) all or such portion of the Servicing Fee as may be so specified in the Advance Facility, that would otherwise be payable to the Servicer pursuant to this Agreement. (c) Upon request of the Servicer and provision by the Servicer of all necessary forms, the Trustee agrees to execute such reasonable acknowledgments, certificates, and other reasonable documents recognizing the interests of any Advance Facility Counterparty in such Advance Reimbursement Rights and Servicing Fees as the Servicer may cause to be made subject to Advance Facilities pursuant to this Section 3.20, and such other documents in connection with such Advance Facilities as may be reasonably requested from time to time by any Advance Facility Counterparty. The implementation of the arrangement described in this Section shall not require the consent of Certificateholders, the NIMS Insurer, if any, or the Trustee. (d) The Servicer shall indemnify the Trustee, the Trust Fund, each Certificateholder and any NIMS Insurer for any and all claims, losses, liabilities, damages, costs and expenses resulting from any claim by the Advance Facility Counterparty, except (with respect to the Trustee and any successor servicer) to the extent that such claim, loss, liability, damages or expense results from or arises out of the negligence, recklessness or willful misconduct of the Trustee or successor servicer, or failure by the Trustee or successor servicer to remit funds as required by this Agreement, and shall not be relieved of such obligations by virtue of such Advance Facility. If Option One or the commission of any act or Wilshire enters into an omission to act by the Trustee or successor servicer and the expiration of any applicable cure or grace period such that an Event of Default under this Agreement occurs or such entity is subject to termination for cause under this Agreement. (e) Any amendment to this Section 3.20 or to any other provision of this Agreement that may be necessary or appropriate to effect the terms of an Advance Facility as described generally in this Section, including amendments to add provisions relating to a successor servicer, may be entered into by the Seller, the Depositor, the Servicer and the Trustee without the consent of any Certificateholder, provided that such amendment is otherwise effected in compliance with the provisions of Section 11.01. All reasonable costs and expenses (including attorneys’ fees) incurred by each party hereto or incurred by (or that would otherwise be incurred by) the Trust Fund shall be borne solely by the Servicer. The parties hereto acknowledge and agree that (i) any Advances and/or Servicing Advances financed by and/or pledged to an Advance Facility Counterparty under any Advance Facility are obligations owed to the Servicer payable only from the cash flows and proceeds received under this Agreement for reimbursement of Advances and/or Servicing Advances to the extent provided herein, and the Trustee is not, as a result of the existence of any Advance Facility, obligated or liable and for so long as an Advancing Person remains entitled to repay receive reimbursement for any Advances or Servicing Advances financed outstanding and previously unreimbursed pursuant to this Agreement, then Option One or Wilshire, as applicable, may elect by the Advance Facility Counterparty; (ii) the Servicer will be responsible for remitting providing written notice to the Advance Facility Counterparty the applicable amounts collected by it as reimbursement Trustee not to be permitted to reimburse itself for Advances and/or Servicing Advances funded by the Advance Facility CounterpartyAdvances, subject as applicable, pursuant to the provisions Section 3.08 of this Agreement; , but following any such election Option One or Wilshire, as applicable, shall be required to include amounts collected that would otherwise be retained by Option One or Wilshire, as applicable, to reimburse it for previously unreimbursed Advances ("Advance Reimbursement Amounts") and/or previously unreimbursed Servicing Advances ("Servicing Advance Reimbursement Amounts" and together with Advance Reimbursement Amounts, "Reimbursement Amounts") (iiiin each case to the extent such type of Reimbursement Amount is included in the Advance Facility) in the remittance to the Trustee made pursuant to this Agreement to the extent of amounts on deposit in the Collection Account on the related Servicer Cash Remittance Date. Notwithstanding anything to the contrary herein, in no event shall not have any responsibility Advance Reimbursement Amounts or Servicing Advance Reimbursement Amounts be included in Interest Remittance Amounts or Principal Remittance Amounts or distributed to track Certificateholders. Option One or monitor Wilshire, as applicable, if making the administration election set forth herein, shall report to the Trustee the portions of the financing arrangement between the Servicer Reimbursement Amounts that consist of Advance Reimbursement Amounts and any Servicing Advance Facility CounterpartyReimbursement Amounts, respectively.

Advance Facility. (a) The Servicer is hereby authorized to enter into any a facility (an "Advance Facility") with any Person which provides that such Person (any such an "Advancing Person, an “Advance Facility Counterparty”") under which agrees to fund some or all of the Advances and/or Servicing Advances required to be made by the Servicer pursuant to this Agreement or that the Servicer may pledge or sell assign its rights to receive reimbursement of be reimbursed for Advances pursuant to this Agreement (“Advance Reimbursement Rights”) pursuant to credit facilities, repurchase facilities, or similar facilities providing liquidity for the funding of and/or Servicing Advances, including facilities providing that such Advance Facility Counterparty may make all directly or a portion of the Advances (any such facilityindirectly, to an “Advance Facility”)Advancing Person, although no such Advance Facility shall reduce or otherwise affect the Servicer’s obligations 's obligation to fund such Advances and/or Servicing Advances. If so required pursuant to the terms of Servicer enters into an Advance Facility, the Servicer and the related Advancing Person shall deliver to the Indenture Trustee, the Master Servicer and the Trust Administrator at the respective addresses set forth in Section 10.07 hereof a written notice (an "Advance Facility Notice"), stating the identity of the Advancing Person. If the Servicer enters into such an Advance Facility pursuant to this Section 4.11, upon reasonable request of the Advancing Person, the Trust Administrator shall execute a letter of acknowledgment prepared by the Servicer, confirming its receipt of notice of the existence of such Advance Facility. To the extent that an Advancing Person previously identified in the Advance Facility Counterparty makes all Notice funds any Advance or a portion of any Servicing Advance and the Advance Facility Counterparty and Servicer provides the Servicer provide the Trustee and the NIMS Insurer, if any, Trust Administrator with notice acknowledged by the Servicer an Officer's Certificate that such Advance Facility Counterparty Advancing Person is entitled to reimbursement, such Advance Facility Counterparty Advancing Person shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent providedprovided in Section 4.11(c). Such notice from the Advance Facility Counterparty and the Servicer Officer's Certificate must specify the amount of the reimbursement and must specify which reimbursement, the remittance date, the written payment instructions for the Advancing Person, the Section of this Agreement that permits the applicable Advance or Servicing Advance to be reimbursedreimbursed and either the section(s) of the Advance Facility that entitle the Advancing Person to receive reimbursement from the Trust Administrator, rather than the Servicer, or proof of an event of default by the Servicer under the Advance Facility entitling the Advancing Person to reimbursement from the Trust Administrator. The Trustee Trust Administrator shall not have any duty or liability with respect to any calculation of any reimbursement to be paid to an Advancing Person and the NIMS Insurer, if any, shall be entitled to conclusively rely without independent investigation on the Advance Facility Counterparty’s statement with respect to the amount of any reimbursement Officer's Certificate provided pursuant to this Section 3.20 and with respect to the Advance Facility Counterparty’s statement with respect to the Section of this Agreement permits the Advance to be reimbursed4.11. An Advance Facility Counterparty Advancing Person whose obligations hereunder are limited to the making funding of Advances and/or Servicing Advances, or who merely receives an assignment or pledge of the Servicer's rights to be reimbursed for Advances and/or Servicing Advances, shall not be required to meet the qualifications of the Servicer or any sub-servicer and will not be deemed to be a subservicer sub-servicer under this Agreement. (b) If so required pursuant to None of the terms Depositor, the Master Servicer, the Trust Administrator or the Indenture Trustee shall, as a result of an the existence of any Advance Facility, have any additional duty or liability with respect to the Servicer is hereby authorized calculation or payment of any reimbursement for Advances or Servicing Advances, nor, as a result of the existence of any Advance Facility, shall the Depositor, the Master Servicer, the Trust Administrator or the Indenture Trustee have any additional responsibility to and shall pay, to track or monitor the administration of the Advance Facility Counterparty (i) reimbursements or the reimbursement for Advances or Servicing Advances; and (ii) all or such portion , except, in the case of the Servicing Fee as may be so specified Trust Administrator, to remit reimbursements in the Advance Facility, that would otherwise be payable to the Servicer accordance with payment instructions received pursuant to this Agreement. (c) Upon request of the Servicer and provision by the Servicer of all necessary forms, the Trustee agrees to execute such reasonable acknowledgments, certificates, and other reasonable documents recognizing the interests of any Advance Facility Counterparty in such Advance Reimbursement Rights and Servicing Fees as the Servicer may cause to be made subject to Advance Facilities pursuant to this Section 3.20, and such other documents in connection with such Advance Facilities as may be reasonably requested from time to time by any Advance Facility Counterparty4.11(a). The implementation of the arrangement described in this Section shall not require the consent of Certificateholders, the NIMS Insurer, if any, or the Trustee. (d) The Servicer shall indemnify the TrusteeDepositor, the Master Servicer, the Trust FundAdministrator, each Certificateholder the Indenture Trustee, any successor Servicer and any NIMS Insurer the Issuer for any and all claimsclaim, lossesloss, liabilities, damages, costs and expenses liability or damage resulting from any claim by the Advance Facility CounterpartyAdvancing Person, except (with respect to the Trustee and any successor servicer) to the extent that such claim, loss, liability, damages liability or expense results damage resulted from or arises arose out of the negligence, recklessness or willful misconduct on the part of the Trustee Depositor, the Master Servicer, the Trust Administrator, the Indenture Trustee, any successor Servicer or successor servicerthe Issuer, as the case may be, or failure by the Trustee successor Servicer, the Master Servicer or successor servicer the Trust Administrator, as the case may be, to remit funds as required by this Agreement, Agreement or the commission of any an act or an omission to act by the Trustee successor Servicer, the Master Servicer or successor servicer the Trust Administrator, as the case may be, and the expiration passage of any applicable cure or grace period period, such that an that, in the case of the Master Servicer, a Master Servicer Event of Default occurs under this Agreement occurs Agreement, or in the case of the successor Servicer, the Master Servicer or the Trust Administrator, such entity is subject to termination for cause under this Agreement. (c) If an Advance Facility is entered into, and if the Servicer so notifies the Trust Administrator, then the Servicer shall not seek reimbursement for any Advance or Servicing Advance made by an Advancing Person under Section 6.05, but instead the Servicer shall remit the amounts relating to Advances to the Master Servicer for inclusion in the monthly remittance made to the Trust Administrator on a Servicer Remittance Date in accordance with this Agreement. The Trust Administrator, upon its receipt of an Officer's Certificate in accordance with Section 4.11 hereof, shall pay to the Advancing Person or to a trustee, agent or custodian designated in the Officer's Certificate specified in Section 4.11(a), reimbursements for Advances and Servicing Advances from the Collection Account to the same extent the Servicer would have been permitted to reimburse itself from its Custodial Account for such Advances and/or Servicing Advances in accordance with Sections 4.02(e) and 6.05, had the Servicer itself funded such Advance or Servicing Advance. (d) All Advances and Servicing Advances made pursuant to the terms of this Agreement shall be deemed made and shall be reimbursed on a "first in-first out" (FIFO) basis, such that an advance made earlier in time with respect to any Mortgage Loan shall be reimbursed to the Servicer who made that advance, before reimbursement of an advance made later in time with respect to that Mortgage Loan, and a predecessor Servicer's advances with respect to any particular Mortgage Loan shall be reimbursed before reimbursement of a successor Servicer's advances with respect to such Mortgage Loan. (e) In making its determination that any Advance or Servicing Advance theretofore made has become a Nonrecoverable Advance, the Servicer shall apply the same criteria in making such determination regardless of whether such Advance or Servicing Advance shall have been made by the Servicer or any predecessor Servicer. (f) The Servicer shall maintain and provide to any successor Servicer and, upon request, the Master Servicer, the Trust Administrator and the Indenture Trustee a detailed accounting on a loan-by-loan basis as to amounts advanced by, pledged or assigned to, and reimbursed to any Advancing Person. The successor Servicer shall be entitled to rely on any such information provided by the predecessor Servicer, and the successor Servicer shall not be liable for any errors in such information. (g) Any amendment to this Section 3.20 4.11 or to any other provision of this Agreement that may be necessary or appropriate to effect the terms of an Advance Facility as described generally in this SectionSection 4.11, including amendments to add provisions relating to a successor servicerServicer, may be entered into by the Seller, the Depositor, the Servicer and the Trustee parties hereto without the consent of any CertificateholderNoteholder, provided that such amendment is otherwise effected in compliance complies with the provisions of Section 11.01. All reasonable costs and expenses (including attorneys’ fees) incurred by each party hereto or incurred by (or that would otherwise be incurred by) the Trust Fund shall be borne solely by the Servicer. The parties hereto acknowledge and agree that (i) any Advances and/or Servicing Advances financed by and/or pledged to an Advance Facility Counterparty under any Advance Facility are obligations owed to the Servicer payable only from the cash flows and proceeds received under this Agreement for reimbursement of Advances and/or Servicing Advances to the extent provided herein, and the Trustee is not, as a result of the existence of any Advance Facility, obligated or liable to repay any Advances or Servicing Advances financed by the Advance Facility Counterparty; (ii) the Servicer will be responsible for remitting to the Advance Facility Counterparty the applicable amounts collected by it as reimbursement for Advances and/or Servicing Advances funded by the Advance Facility Counterparty, subject to the provisions of this Agreement; and (iii) the Trustee shall not have any responsibility to track or monitor the administration of the financing arrangement between the Servicer and any Advance Facility Counterparty10.

Advance Facility. (a) The Servicer is hereby authorized to enter into any a facility (an “Advance Facility”) with any Person which provides that such Person (any such Person, an “Advance Facility CounterpartyAdvancing Person”) under which agrees to fund some or all of the Advances and/or Servicing Advances required to be made by the Servicer pursuant to this Agreement or that the Servicer may pledge or sell assign its rights to receive reimbursement of be reimbursed for Advances pursuant to this Agreement (“Advance Reimbursement Rights”) pursuant to credit facilities, repurchase facilities, or similar facilities providing liquidity for the funding of and/or Servicing Advances, including facilities providing that such Advance Facility Counterparty may make all directly or a portion of the Advances (any such facilityindirectly, to an “Advance Facility”)Advancing Person, although no such Advance Facility shall reduce or otherwise affect the Servicer’s obligations obligation to fund such Advances and/or Servicing Advances. If so required pursuant to the terms of Servicer enters into an Advance Facility, the Servicer and the related Advancing Person shall deliver to the Indenture Trustee, the Master Servicer and the Trust Administrator at the respective addresses set forth in Section 10.07 hereof a written notice (an “Advance Facility Notice”), stating the identity of the Advancing Person. If the Servicer enters into such an Advance Facility pursuant to this Section 4.11, upon reasonable request of the Advancing Person, the Trust Administrator shall execute a letter of acknowledgment prepared by the Servicer, confirming its receipt of notice of the existence of such Advance Facility. To the extent that an Advancing Person previously identified in the Advance Facility Counterparty makes all Notice funds any Advance or a portion of any Servicing Advance and the Advance Facility Counterparty and Servicer provides the Servicer provide the Trustee and the NIMS Insurer, if any, Trust Administrator with notice acknowledged by the Servicer an Officer’s Certificate that such Advance Facility Counterparty Advancing Person is entitled to reimbursement, such Advance Facility Counterparty Advancing Person shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent providedprovided in Section 4.11(c). Such notice from the Advance Facility Counterparty and the Servicer Officer’s Certificate must specify the amount of the reimbursement and must specify which reimbursement, the remittance date, the written payment instructions for the Advancing Person, the Section of this Agreement that permits the applicable Advance or Servicing Advance to be reimbursedreimbursed and either the section(s) of the Advance Facility that entitle the Advancing Person to receive reimbursement from the Trust Administrator, rather than the Servicer, or proof of an event of default by the Servicer under the Advance Facility entitling the Advancing Person to reimbursement from the Trust Administrator. The Trustee Trust Administrator shall not have any duty or liability with respect to any calculation of any reimbursement to be paid to an Advancing Person and the NIMS Insurer, if any, shall be entitled to conclusively rely without independent investigation on the Advance Facility CounterpartyOfficer’s statement with respect to the amount of any reimbursement Certificate provided pursuant to this Section 3.20 and with respect to the Advance Facility Counterparty’s statement with respect to the Section of this Agreement permits the Advance to be reimbursed4.11. An Advance Facility Counterparty Advancing Person whose obligations hereunder are limited to the making funding of Advances and/or Servicing Advances, or who merely receives an assignment or pledge of the Servicer’s rights to be reimbursed for Advances and/or Servicing Advances, shall not be required to meet the qualifications of the Servicer or any sub-servicer and will not be deemed to be a subservicer sub-servicer under this Agreement. (b) If so required pursuant to None of the terms Depositor, the Master Servicer, the Trust Administrator or the Indenture Trustee shall, as a result of an the existence of any Advance Facility, have any additional duty or liability with respect to the Servicer is hereby authorized calculation or payment of any reimbursement for Advances or Servicing Advances, nor, as a result of the existence of any Advance Facility, shall the Depositor, the Master Servicer, the Trust Administrator or the Indenture Trustee have any additional responsibility to and shall pay, to track or monitor the administration of the Advance Facility Counterparty (i) reimbursements or the reimbursement for Advances or Servicing Advances; and (ii) all or such portion , except, in the case of the Servicing Fee as may be so specified Trust Administrator, to remit reimbursements in the Advance Facility, that would otherwise be payable to the Servicer accordance with payment instructions received pursuant to this Agreement. (c) Upon request of the Servicer and provision by the Servicer of all necessary forms, the Trustee agrees to execute such reasonable acknowledgments, certificates, and other reasonable documents recognizing the interests of any Advance Facility Counterparty in such Advance Reimbursement Rights and Servicing Fees as the Servicer may cause to be made subject to Advance Facilities pursuant to this Section 3.20, and such other documents in connection with such Advance Facilities as may be reasonably requested from time to time by any Advance Facility Counterparty4.11(a). The implementation of the arrangement described in this Section shall not require the consent of Certificateholders, the NIMS Insurer, if any, or the Trustee. (d) The Servicer shall indemnify the TrusteeDepositor, the Master Servicer, the Trust FundAdministrator, each Certificateholder the Indenture Trustee, any successor Servicer and any NIMS Insurer the Issuer for any and all claimsclaim, lossesloss, liabilities, damages, costs and expenses liability or damage resulting from any claim by the Advance Facility CounterpartyAdvancing Person, except (with respect to the Trustee and any successor servicer) to the extent that such claim, loss, liability, damages liability or expense results damage resulted from or arises arose out of the negligence, recklessness or willful misconduct on the part of the Trustee Depositor, the Master Servicer, the Trust Administrator, the Indenture Trustee, any successor Servicer or successor servicerthe Issuer, as the case may be, or failure by the Trustee successor Servicer, the Master Servicer or successor servicer the Trust Administrator, as the case may be, to remit funds as required by this Agreement, Agreement or the commission of any an act or an omission to act by the Trustee successor Servicer, the Master Servicer or successor servicer the Trust Administrator, as the case may be, and the expiration passage of any applicable cure or grace period period, such that an that, in the case of the Master Servicer, a Master Servicer Event of Default occurs under this Agreement occurs Agreement, or in the case of the successor Servicer, the Master Servicer or the Trust Administrator, such entity is subject to termination for cause under this Agreement. (c) If an Advance Facility is entered into, and if the Servicer so notifies the Trust Administrator, then the Servicer shall not seek reimbursement for any Advance or Servicing Advance made by an Advancing Person under Section 6.05, but instead the Servicer shall remit the amounts relating to Advances to the Master Servicer for inclusion in the monthly remittance made to the Trust Administrator on a Servicer Remittance Date in accordance with this Agreement. The Trust Administrator, upon its receipt of an Officer’s Certificate in accordance with Section 4.11 hereof, shall pay to the Advancing Person or to a trustee, agent or custodian designated in the Officer’s Certificate specified in Section 4.11(a), reimbursements for Advances and Servicing Advances from the Collection Account to the same extent the Servicer would have been permitted to reimburse itself from its Custodial Account for such Advances and/or Servicing Advances in accordance with Sections 4.02(e) and 6.05, had the Servicer itself funded such Advance or Servicing Advance. (d) All Advances and Servicing Advances made pursuant to the terms of this Agreement shall be deemed made and shall be reimbursed on a “first in-first out” (FIFO) basis, such that an advance made earlier in time with respect to any Mortgage Loan shall be reimbursed to the Servicer who made that advance, before reimbursement of an advance made later in time with respect to that Mortgage Loan, and a predecessor Servicer’s advances with respect to any particular Mortgage Loan shall be reimbursed before reimbursement of a successor Servicer’s advances with respect to such Mortgage Loan. (e) In making its determination that any Advance or Servicing Advance theretofore made has become a Nonrecoverable Advance, the Servicer shall apply the same criteria in making such determination regardless of whether such Advance or Servicing Advance shall have been made by the Servicer or any predecessor Servicer. (f) The Servicer shall maintain and provide to any successor Servicer and, upon request, the Master Servicer, the Trust Administrator and the Indenture Trustee a detailed accounting on a loan-by-loan basis as to amounts advanced by, pledged or assigned to, and reimbursed to any Advancing Person. The successor Servicer shall be entitled to rely on any such information provided by the predecessor Servicer, and the successor Servicer shall not be liable for any errors in such information. (g) Any amendment to this Section 3.20 4.11 or to any other provision of this Agreement that may be necessary or appropriate to effect the terms of an Advance Facility as described generally in this SectionSection 4.11, including amendments to add provisions relating to a successor servicerServicer, may be entered into by the Seller, the Depositor, the Servicer and the Trustee parties hereto without the consent of any CertificateholderNoteholder, provided that such amendment is otherwise effected in compliance complies with the provisions of Section 11.0110.03. All reasonable costs and expenses (including attorneys’ fees) incurred by of each party hereto or incurred by (or that would otherwise be incurred by) the Trust Fund of any such amendment shall be borne solely by the Servicer. The parties hereto hereby acknowledge and agree that that: (ia) any the Advances and/or Servicing Advances financed by and/or pledged to an Advance Facility Counterparty Advancing Person under any Advance Facility are obligations owed to the Servicer payable only from the cash flows and proceeds received under this Agreement for reimbursement of Advances and/or Servicing Advances only to the extent provided herein, and the Trustee is Indenture Trustee, the Owner Trustee, the Trust Administrator, the Master Servicer and the Issuer are not, as a result of the existence of any Advance Facility, separately obligated or liable to repay any Advances or and/or Servicing Advances financed by the Advance Facility CounterpartyAdvancing Person; (iib) the Servicer will be responsible for remitting to the Advance Facility Counterparty Advancing Person the applicable amounts collected by it as reimbursement for Advances and/or Servicing Advances funded by the Advance Facility CounterpartyAdvancing Person, subject to the provisions of this AgreementAgreement and except to the extent an election is made to remit all such reimbursements to the Trust Administrator as described in Section 4.11(c); and (iiic) none of the Master Servicer, the Trust Administrator and the Indenture Trustee shall not have any responsibility to track or monitor the administration of the financing arrangement between the Servicer and any Advance Facility CounterpartyAdvancing Person.

Advance Facility. (a) The Each of (i) the Trustee on behalf of the Trust Fund, with the consent of the Servicer and (ii) the Servicer is hereby authorized to enter into any a financing or other facility with any Person (any such Personarrangement, an “"Advance Facility Counterparty”Facility") under which (1) the Servicer assigns or pledges to another Person (an "Advancing Person") the Servicer's rights under this Agreement to be reimbursed for any Advances or Servicing Advances and/or (2) an Advancing Person agrees to fund some or all Advances and/or Servicing Advances required to be made by the Servicer pursuant to this Agreement. The Trustee is further authorized, subject to Section 11.01, to enter into any amendment of this Agreement in connection with such facility. No consent of the Trustee, the Certificateholders or any other party is required before the Servicer may pledge enter into an Advance Facility; provided, however, that the consent of the Trustee shall be required before the Servicer may cause to be outstanding at one time more than one Advance Facility with respect to Advances or sell its rights more than one Advance Facility with respect to receive reimbursement Servicing Advances. Notwithstanding the existence of any Advance Facility under which an Advancing Person agrees to fund Advances and/or Servicing Advances on the Servicer's behalf, the Servicer shall remain obligated pursuant to this Agreement (“Advance Reimbursement Rights”) to make Advances and Servicing Advances pursuant to credit facilitiesand as required by this Agreement, repurchase facilities, or similar facilities providing liquidity for the funding and shall not be relieved of Advances, including facilities providing that such obligations by virtue of such Advance Facility Counterparty may make all or a portion of the Advances (any such facility, an “Advance Facility”), although no Advance Facility shall reduce or otherwise affect the Servicer’s obligations to fund such Advances. If so required pursuant to the terms of an Advance Facility, to To the extent that an Advance Facility Counterparty Advancing Person makes all or a portion of any Advance or any Servicing Advance and the Advance Facility Counterparty and the Servicer provide provides the Trustee and the NIMS Insurer, if any, with notice acknowledged by the Servicer that such Advance Facility Counterparty Advancing Person is entitled to reimbursement, such Advance Facility Counterparty Advancing Person shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent providedprovided in Section 8.16(b). Such notice from the Advance Facility Counterparty and the Servicer Advancing Person must specify the amount of the reimbursement and must specify which Section of this Agreement permits the applicable Advance or Servicing Advance to be reimbursed. The Trustee and the NIMS Insurer, if any, shall be entitled to rely without independent investigation on the Advance Facility Counterparty’s Advancing Person's statement with respect to the amount of any reimbursement pursuant to this Section 3.20 8.16 and with respect to the Advance Facility Counterparty’s Advancing Person's statement with respect to the Section of this Agreement that permits the applicable Advance or Servicing Advance to be reimbursed. An Advance Facility Counterparty Advancing Person whose obligations are limited to the making of Advances and/or Servicing Advances shall not be required to meet the qualifications of a Servicer or a Sub-Servicer and will not be deemed to be a subservicer Sub-Servicer under this Agreement. (b) If an advancing facility is entered into and so required pursuant provides, then the Servicer shall not be permitted to reimburse itself therefor under Section 3.11(ii), Section 3.11(iii), Section 3.11(v), Section 3.11(vi), Section 3.11(vii) and Section 4.04(b) prior to the terms of an Advance Facilityremittance to the Trust Fund, but instead, in such event, the Servicer shall include such amounts in the applicable remittance to the Trustee made pursuant to Section 3.10(a). The Trustee is hereby authorized to and shall pay, pay to the Advance Facility Counterparty (i) Advancing Person, reimbursements for Advances; Advances and (iiServicing Advances from the Distribution Account to the same extent the Servicer would have been permitted to reimburse itself for such Advances and/or Servicing Advances in accordance with Section 3.11(ii), Section 3.11(iii), Section 3.11(v), Section 3.11(vi), Section 3.11(vii) all or Section 4.04(b), as the case may be, had the Servicer itself funded such Advance or Servicing Advance. The Trustee is hereby authorized to pay directly to the Advancing Person such portion of the Servicing Fee as may be so specified in the Advance Facility, that would otherwise be payable parties to the Servicer pursuant to this Agreementany advancing facility agree. (c) Upon request of the Servicer and provision by the Servicer of all necessary formsServicer, the Trustee agrees to execute such reasonable acknowledgments, certificates, certificates and other reasonable documents recognizing the interests of any Advance Facility Counterparty Advancing Person in the Servicer's reimbursements rights relating to such Advance Reimbursement Rights Advances and Servicing Fees as the Servicer may cause to be made subject to Advance Facilities pursuant to this Section 3.20, and such other documents in connection with such Advance Facilities Advances as may be reasonably requested from time to time by any Advance Facility Counterparty. The implementation of the arrangement described in this Section shall not require the consent of Certificateholders, the NIMS Insurer, if any, or the Trustee. (d) The Servicer shall indemnify the Trustee, the Trust Fund, each Certificateholder and any NIMS Insurer for any and all claims, losses, liabilities, damages, costs and expenses resulting from any claim by the Advance Facility Counterparty, except (with respect to the Trustee and any successor servicer) to the extent that such claim, loss, liability, damages or expense results from or arises out of the negligence, recklessness or willful misconduct of the Trustee or successor servicer, or failure by the Trustee or successor servicer to remit funds as required by this Agreement, or the commission of any act or an omission to act by the Trustee or successor servicer and the expiration of any applicable cure or grace period such that an Event of Default under this Agreement occurs or such entity is subject to termination for cause under this AgreementAdvancing Person. (e) Any amendment to this Section 3.20 or to any other provision of this Agreement that may be necessary or appropriate to effect the terms of an Advance Facility as described generally in this Section, including amendments to add provisions relating to a successor servicer, may be entered into by the Seller, the Depositor, the Servicer and the Trustee without the consent of any Certificateholder, provided that such amendment is otherwise effected in compliance with the provisions of Section 11.01. All reasonable costs and expenses (including attorneys’ fees) incurred by each party hereto or incurred by (or that would otherwise be incurred by) the Trust Fund shall be borne solely by the Servicer. The parties hereto acknowledge and agree that (i) any Advances and/or Servicing Advances financed by and/or pledged to an Advance Facility Counterparty under any Advance Facility are obligations owed to the Servicer payable only from the cash flows and proceeds received under this Agreement for reimbursement of Advances and/or Servicing Advances to the extent provided herein, and the Trustee is not, as a result of the existence of any Advance Facility, obligated or liable to repay any Advances or Servicing Advances financed by the Advance Facility Counterparty; (ii) the Servicer will be responsible for remitting to the Advance Facility Counterparty the applicable amounts collected by it as reimbursement for Advances and/or Servicing Advances funded by the Advance Facility Counterparty, subject to the provisions of this Agreement; and (iii) the Trustee shall not have any responsibility to track or monitor the administration of the financing arrangement between the Servicer and any Advance Facility Counterparty.

Advance Facility. (a) The Servicer is hereby authorized to enter into any facility with any Person (any such Person, an “Advance Facility Counterparty”) under which provides that the Servicer may pledge or sell its rights to receive reimbursement of Advances pursuant to this Agreement (“Advance Reimbursement Rights”) pursuant to credit facilities, repurchase facilities, or similar facilities providing liquidity for the funding of Advances, including facilities providing that such Advance Facility Counterparty may make all or a portion of the Advances (any such facility, an “Advance Facility”), although no Advance Facility shall reduce or otherwise affect the Servicer’s obligations to fund such Advances. If so required pursuant to the terms of an Advance Facility, to the extent that an Advance Facility Counterparty makes all or a portion of any Advance and the Advance Facility Counterparty and the Servicer provide the Trustee and the NIMS Insurer, if any, with notice acknowledged by the Servicer that such Advance Facility Counterparty is entitled to reimbursement, such Advance Facility Counterparty shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent provided. Such notice from the Advance Facility Counterparty and the Servicer must specify the amount of the reimbursement and must specify which Section of this Agreement permits the Advance to be reimbursed. The Trustee and the NIMS Insurer, if any, shall be entitled to rely without independent investigation on the Advance Facility Counterparty’s statement with respect to the amount of any reimbursement pursuant to this Section 3.20 and with respect to the Advance Facility Counterparty’s statement with respect to the Section of this Agreement permits the Advance to be reimbursed. An Advance Facility Counterparty whose obligations are limited to the making of Advances will not be deemed to be a subservicer under this Agreement. (b) If so required pursuant to the terms of an Advance Facility, the Servicer is hereby authorized to and shall pay, to the Advance Facility Counterparty (i) reimbursements for Advances; and (ii) all or such portion of the Servicing Fee as may be so specified in the Advance Facility, that would otherwise be payable to the Servicer pursuant to this Agreement. (c) Upon request of the Servicer and provision by the Servicer of all necessary formsServicer, the Trustee agrees to execute such reasonable acknowledgments, certificates, and other reasonable documents recognizing the interests of any Advance Facility Counterparty in such Advance Reimbursement Rights and Servicing Fees as the Servicer may cause to be made subject to Advance Facilities pursuant to this Section 3.20, and such other documents in connection with such Advance Facilities as may be reasonably requested from time to time by any Advance Facility Counterparty. The implementation of the arrangement described in this Section shall not require the consent of Certificateholders, the NIMS Insurer, if any, or the Trustee. (d) The Servicer shall indemnify the Trustee, the Trust Fund, each Certificateholder and any NIMS Insurer for any and all claims, losses, liabilities, damages, costs and expenses resulting from any claim by the Advance Facility Counterparty, except (with respect to the Trustee trustee and any successor servicerServicer) to the extent that such claim, loss, liability, damages or expense results from or arises out of the negligence, recklessness or willful misconduct of the Trustee or successor servicerServicer, or failure by the Trustee or successor servicer Servicer to remit funds as required by this Agreement, or the commission of any act or an omission to act by the Trustee or successor servicer Servicer and the expiration of any applicable cure or grace period such that an Event of Default under this Agreement occurs or such entity is subject to termination for cause under this Agreement. (e) Any amendment to this Section 3.20 or to any other provision of this Agreement that may be necessary or appropriate to effect the terms of an Advance Facility as described generally in this Section, including amendments to add provisions relating to a successor servicerServicer, may be entered into by the Seller, the Depositor, the Servicer and the Trustee without the consent of any Certificateholder, provided that such amendment is otherwise effected in compliance with the provisions of Section 11.01. All reasonable costs and expenses (including attorneys’ fees) incurred by each party hereto or incurred by (or that would otherwise be incurred by) the Trust Fund shall be borne solely by the Servicer. The parties hereto acknowledge and agree that (i) any Advances and/or Servicing Advances financed by and/or pledged to an Advance Facility Counterparty under any Advance Facility are obligations owed to the Servicer payable only from the cash flows and proceeds received under this Agreement for reimbursement of Advances and/or Servicing Advances to the extent provided herein, and the Trustee is not, as a result of the existence of any Advance Facility, obligated or liable to repay any Advances or Servicing Advances financed by the Advance Facility Counterparty; (ii) the Servicer will be responsible for remitting to the Advance Facility Counterparty the applicable amounts collected by it as reimbursement for Advances and/or Servicing Advances funded by the Advance Facility Counterparty, subject to the provisions of this Agreement; and (iii) the Trustee shall not have any responsibility to track or monitor the administration of the financing arrangement between the Servicer and any Advance Facility Counterparty.

Advance Facility. (a) The Servicer is hereby authorized to enter into any facility with any Person (any such Person, an “"Advance Facility Counterparty”") under which provides that the Servicer may pledge or sell its rights to receive reimbursement of Advances pursuant to this Agreement or the Servicing Agreement (“"Advance Reimbursement Rights”") pursuant to credit facilities, repurchase facilities, or similar facilities providing liquidity for the funding of Advances, including facilities providing that such Advance Facility Counterparty may make all or a portion of the Advances (any such facility, an “"Advance Facility”"), although no Advance Facility shall reduce or otherwise affect the Servicer’s 's obligations to fund such Advances. If so required pursuant to the terms of an Advance Facility, to the extent that an Advance Facility Counterparty makes all or a portion of any Advance and the Advance Facility Counterparty and the Servicer provide the Trustee and the NIMS Insurer, if any, with notice acknowledged by the Servicer that such Advance Facility Counterparty Advancing Servicer is entitled to reimbursement, such Advance Facility Counterparty Advancing Servicer shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent providedprovided in Section 3.04(b). Such notice from the Advance Facility Counterparty and the Servicer must specify the amount of the reimbursement and must specify which Section of this Agreement permits the Advance to be reimbursed. The Trustee and the NIMS Insurer, if any, shall be entitled to rely without independent investigation on the Advance Facility Counterparty’s 's statement with respect to the amount of any reimbursement pursuant to this Section 3.20 3.04 and with respect to the Advance Facility Counterparty’s 's statement with respect to the Section of this Agreement permits the Advance to be reimbursed. An Advance Facility Counterparty whose obligations are limited to the making of Advances will not be deemed to be a subservicer Sub-Servicer under this Agreement. (b) If so required pursuant to the terms of an Advance Facility, the Servicer may direct, and if so directed the Trustee is hereby authorized to and shall pay, pay to the Advance Facility Counterparty (i) reimbursements for Advances; and (ii) all or such portion of the Servicing Fee as may be so specified in the Advance Facility, that would otherwise be payable to the Servicer pursuant to this Agreement or the Servicing Agreement. (c) Upon request of the Servicer and provision by the Servicer of all necessary formsServicer, the Trustee agrees to execute such reasonable acknowledgments, certificates, and other reasonable documents recognizing the interests of any Advance Facility Counterparty in such Advance Reimbursement Rights and Servicing Fees as the Servicer may cause to be made subject to Advance Facilities pursuant to this Section 3.203.04, and such other documents in connection with such Advance Facilities as may be reasonably requested from time to time by any Advance Facility Counterparty. The implementation of the arrangement described in this Section shall not require the consent of Certificateholders, the NIMS Insurer, if any, Certificateholders or the Trustee. (d) The Servicer shall indemnify the Trustee, the Trust Fund, each Certificateholder and any NIMS Insurer for any and all claims, losses, liabilities, damages, costs and expenses resulting from any claim by the Advance Facility Counterparty, except (with respect to the Trustee and any successor servicer) to the extent that such claim, loss, liability, damages or expense results from or arises out of the negligence, recklessness or willful misconduct of the Trustee or successor servicer, or failure by the Trustee or successor servicer to remit funds as required by this Agreement, or the commission of any act or an omission to act by the Trustee or successor servicer and the expiration of any applicable cure or grace period such that an Event of Default under this Agreement occurs or such entity is subject to termination for cause under this Agreement. (e) Any amendment to this Section 3.20 or to any other provision of this Agreement that may be necessary or appropriate to effect the terms of an Advance Facility as described generally in this Section, including amendments to add provisions relating to a successor servicer, may be entered into by the Seller, the Depositor, the Servicer and the Trustee without the consent of any Certificateholder, provided that such amendment is otherwise effected in compliance with the provisions of Section 11.01. All reasonable costs and expenses (including attorneys’ fees) incurred by each party hereto or incurred by (or that would otherwise be incurred by) the Trust Fund shall be borne solely by the Servicer. The parties hereto acknowledge and agree that (i) any Advances and/or Servicing Advances financed by and/or pledged to an Advance Facility Counterparty under any Advance Facility are obligations owed to the Servicer payable only from the cash flows and proceeds received under this Agreement for reimbursement of Advances and/or Servicing Advances to the extent provided herein, and the Trustee is not, as a result of the existence of any Advance Facility, obligated or liable to repay any Advances or Servicing Advances financed by the Advance Facility Counterparty; (ii) the Servicer will be responsible for remitting to the Advance Facility Counterparty the applicable amounts collected by it as reimbursement for Advances and/or Servicing Advances funded by the Advance Facility Counterparty, subject to the provisions of this Agreement; and (iii) the Trustee shall not have any responsibility to track or monitor the administration of the financing arrangement between the Servicer and any Advance Facility Counterparty.

Advance Facility. (a) The Servicer is hereby authorized to enter into any facility with any Person (any such Person, an “"Advance Facility Counterparty”") under which provides that the Servicer may pledge or sell its rights to receive reimbursement of Advances pursuant to this Agreement (“"Advance Reimbursement Rights”") pursuant to credit facilities, repurchase facilities, or similar facilities providing liquidity for the funding of Advances, including facilities providing that such Advance Facility Counterparty may make all or a portion of the Advances (any such facility, an “"Advance Facility”"), although no Advance Facility shall reduce or otherwise affect the Servicer’s obligations to fund such Advances. If so required pursuant to the terms of an Advance Facility, to the extent that an Advance Facility Counterparty makes all or a portion of any Advance and the Advance Facility Counterparty and the Servicer provide the Trustee and the NIMS Insurer, if any, with notice acknowledged by the Servicer that such Advance Facility Counterparty Advancing Servicer is entitled to reimbursement, such Advance Facility Counterparty Advancing Servicer shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent provided. Such notice from the Advance Facility Counterparty and the Servicer must specify the amount of the reimbursement and must specify which Section of this Agreement permits the Advance to be reimbursed. The Trustee and the NIMS Insurer, if any, shall be entitled to rely without independent investigation on the Advance Facility Counterparty’s statement with respect to the amount of any reimbursement pursuant to this Section 3.20 and with respect to the Advance Facility Counterparty’s statement with respect to the Section of this Agreement permits the Advance to be reimbursed. An Advance Facility Counterparty whose obligations are limited to the making of Advances will not be deemed to be a subservicer Subservicer under this Agreement. (b) If so required pursuant to the terms of an Advance Facility, the Servicer may direct, and if so directed the Trustee is hereby authorized to and shall pay, pay to the Advance Facility Counterparty (i) reimbursements for Advances; and (ii) all or such portion of the Servicing Fee as may be so specified in the Advance Facility, that would otherwise be payable to the Servicer pursuant to this Agreement or the Servicing Agreement. (c) Upon request of the Servicer and provision by the Servicer of all necessary formsServicer, the Trustee agrees to execute such reasonable acknowledgments, certificates, and other reasonable documents recognizing the interests of any Advance Facility Counterparty in such Advance Reimbursement Rights and Servicing Fees as the Servicer may cause to be made subject to Advance Facilities pursuant to this Section 3.20, and such other documents in connection with such Advance Facilities as may be reasonably requested from time to time by any Advance Facility Counterparty. The implementation of the arrangement described in this Section shall not require the consent of Certificateholders, the NIMS Insurer, if any, Certificateholders or the Trustee. (d) The Servicer shall indemnify the Trustee, the Trust Fund, each Certificateholder and any NIMS Insurer for any and all claims, losses, liabilities, damages, costs and expenses resulting from any claim by the Advance Facility Counterparty, except (with respect to the Trustee and any successor servicer) to the extent that such claim, loss, liability, damages or expense results from or arises out of the negligence, recklessness or willful misconduct of the Trustee or successor servicer, or failure by the Trustee or successor servicer to remit funds as required by this Agreement, or the commission of any act or an omission to act by the Trustee or successor servicer and the expiration of any applicable cure or grace period such that an Event of Default under this Agreement occurs or such entity is subject to termination for cause under this Agreement. (e) Any amendment to this Section 3.20 or to any other provision of this Agreement that may be necessary or appropriate to effect the terms of an Advance Facility as described generally in this Section, including amendments to add provisions relating to a successor servicer, may be entered into by the Seller, the Depositor, the Servicer and the Trustee without the consent of any Certificateholder, provided that such amendment is otherwise effected in compliance with the provisions of Section 11.01. All reasonable costs and expenses (including attorneys’ fees) incurred by each party hereto or incurred by (or that would otherwise be incurred by) the Trust Fund shall be borne solely by the Servicer. The parties hereto acknowledge and agree that (i) any Advances and/or Servicing Advances financed by and/or pledged to an Advance Facility Counterparty under any Advance Facility are obligations owed to the Servicer payable only from the cash flows and proceeds received under this Agreement for reimbursement of Advances and/or Servicing Advances to the extent provided herein, and the Trustee is not, as a result of the existence of any Advance Facility, obligated or liable to repay any Advances or Servicing Advances financed by the Advance Facility Counterparty; (ii) the Servicer will be responsible for remitting to the Advance Facility Counterparty the applicable amounts collected by it as reimbursement for Advances and/or Servicing Advances funded by the Advance Facility Counterparty, subject to the provisions of this Agreement; and (iii) the Trustee shall not have any responsibility to track or monitor the administration of the financing arrangement between the Servicer and any Advance Facility Counterparty.

Advance Facility. (a) The Either (i) the Servicer or (ii) the Trustee, on behalf of the Trust Fund, with the consent of the Servicer, is hereby authorized to enter into any a facility with any Person (any such Person, an “Advance Facility Counterparty”) under which the Servicer may pledge or sell its rights to receive reimbursement of Advances pursuant to this Agreement (“Advance Reimbursement Rights”) pursuant to credit facilities, repurchase facilities, or similar facilities providing liquidity for the funding of Advances, including facilities providing provides that such Advance Facility Counterparty Person (an "Advancing Person") may make all or a portion of fund Advances and/or Servicing Advances to the Advances (any such facility, an “Advance Facility”)Trust Fund under this Agreement, although no Advance Facility such facility shall reduce or otherwise affect the Servicer’s obligations 's obligation to fund such Advances and/or Servicing Advances. If so required the Servicer enters into such an Advance Facility pursuant to this Section 3.26, upon reasonable request of the terms Advancing Person, the Trustee shall execute a letter of acknowledgment, confirming its receipt of notice of the existence of such Advance Facility. If the Trustee enters into such an Advance Facility pursuant to this Section 3.26, the Servicer shall also be a party to such Advance Facility, to . To the extent that an Advancing Person funds any Advance Facility Counterparty makes all or a portion of any Servicing Advance and the Advance Facility Counterparty and the Servicer provide provides the Trustee and the NIMS Insurer, if any, with notice acknowledged by the Servicer an Officers' Certificate that such Advance Facility Counterparty Advancing Person is entitled to reimbursement, such Advance Facility Counterparty Advancing Person shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent providedprovided in Section 3.26(b). Such notice from the Advance Facility Counterparty and the Servicer Officers' Certificate must specify the amount of the reimbursement and must specify which reimbursement, the Section of this Agreement that permits the applicable Advance or Servicing Advance to be reimbursedreimbursed and the section(s) of the Advance Facility that entitle the Advancing Person to request reimbursement from the Trustee, rather than the Servicer or proof of an Event of Default under the Advance Facility. The Trustee shall have no duty or liability with respect to any calculation of any reimbursement to be paid to an Advancing Person and the NIMS Insurer, if any, shall be entitled to rely without independent investigation on the Advance Facility Counterparty’s statement with respect to the amount of any reimbursement Advancing Person's notice provided pursuant to this Section 3.20 and with respect 3.26. The Trustee shall have no responsibility to track or monitor the administration of the Advance Facility Counterparty’s statement with respect to the Section of this Agreement permits the Advance to be reimbursedFacility. An Advance Facility Counterparty Advancing Person whose obligations hereunder are limited to the making funding of Advances and/or Servicing Advances shall not be required to meet the qualifications of the Servicer or a Sub-Servicer pursuant to Section 3.02 hereof and will not be deemed to be a subservicer Sub-Servicer under this Agreement. (b) If so required pursuant an advancing facility is entered into, then the Servicer shall not be permitted to reimburse itself therefor under Section 3.11(a)(ii), Section 3.11(a)(iii) and Section 3.11(a)(vi) prior to the terms of an Advance Facilityremittance to the Trust Fund, but instead the Servicer shall remit such amounts in accordance with the documentation establishing the Advance Facility to such Advancing Person or to a trustee, agent or custodian (an "Advance Facility Trustee") designated by such Advancing Person. The Trustee is hereby authorized to and shall pay, pay to the Advance Facility Counterparty (i) Advancing Person, reimbursements for Advances; Advances and (iiServicing Advances from the Distribution Account to the same extent the Servicer would have been permitted to reimburse itself for such Advances and/or Servicing Advances in accordance with 3.11(a)(ii), Section 3.11(a)(iii) all and Section 3.11(a)(vi), as the case may be, had the Servicer itself funded such Advance or Servicing Advance. The Trustee is hereby authorized to pay directly to the Advancing Person such portion of the Servicing Fee as may be so specified the parties to any advancing facility agree in the Advance Facility, that would otherwise be payable to the Servicer pursuant to this Agreementwriting. (c) Upon request of the Servicer and provision by the Servicer of all necessary forms, the Trustee agrees to execute such reasonable acknowledgments, certificates, and other reasonable documents recognizing the interests of any Advance Facility Counterparty in such Advance Reimbursement Rights All Advances and Servicing Fees as the Servicer may cause to be Advances made subject to Advance Facilities pursuant to the terms of this Section 3.20, Agreement shall be deemed made and such other documents in connection with such Advance Facilities as may shall be reasonably requested from time to time by any Advance Facility Counterparty. The implementation of the arrangement described in this Section shall not require the consent of Certificateholders, the NIMS Insurer, if any, or the Trusteereimbursed on a "first in-first out" (FIFO) basis. (d) The Servicer shall indemnify the Trustee, the Trust Fund, each Certificateholder and any NIMS Insurer for any and all claims, losses, liabilities, damages, costs and expenses resulting from any claim by the Advance Facility Counterparty, except (with respect to the Trustee and any successor servicer) to the extent that such claim, loss, liability, damages or expense results from or arises out of the negligence, recklessness or willful misconduct of the Trustee or successor servicer, or failure by the Trustee or successor servicer to remit funds as required by this Agreement, or the commission of any act or an omission to act by the Trustee or successor servicer and the expiration of any applicable cure or grace period such that an Event of Default under this Agreement occurs or such entity is subject to termination for cause under this Agreement. (e) Any amendment to this Section 3.20 3.26 or to any other provision of this Agreement that may be necessary or appropriate to effect the terms of an Advance Facility as described generally in this SectionSection 3.26, including amendments to add provisions relating to a successor servicerServicer, may be entered into by the Seller, the Depositor, Trustee and the Servicer and the Trustee without the consent of any Certificateholder, provided that notwithstanding anything to the contrary in this Agreement; provided, however, such amendment is shall otherwise effected in compliance comply with the provisions of Section 11.0111.01 hereof. All reasonable costs and expenses (including attorneys’ ' fees) incurred by of each party hereto or incurred by (or that would otherwise be incurred by) the Trust Fund related to such amendment shall be borne solely by the Servicer. The parties hereto acknowledge and agree that (i) any Advances and/or Servicing Advances financed by and/or pledged to an Advance Facility Counterparty under any Advance Facility are obligations owed to the Servicer payable only without reimbursement from the cash flows and proceeds received under this Agreement for reimbursement of Advances and/or Servicing Advances to the extent provided herein, and the Trustee is not, as a result of the existence of any Advance Facility, obligated or liable to repay any Advances or Servicing Advances financed by the Advance Facility Counterparty; (ii) the Servicer will be responsible for remitting to the Advance Facility Counterparty the applicable amounts collected by it as reimbursement for Advances and/or Servicing Advances funded by the Advance Facility Counterparty, subject to the provisions of this Agreement; and (iii) the Trustee shall not have any responsibility to track or monitor the administration of the financing arrangement between the Servicer and any Advance Facility CounterpartyTrust Fund.

Advance Facility. (a) The Servicer is hereby authorized to enter into any facility with any Person (any such Person, an “Advance Facility Counterparty”) under which provides that the Servicer may pledge or sell its rights to receive reimbursement of Advances pursuant to this Agreement (“Advance Reimbursement Rights”) pursuant to credit facilities, repurchase facilities, or similar facilities providing liquidity for the funding of Advances, including facilities providing that such Advance Facility Counterparty may make all or a portion of the Advances (any such facility, an “Advance Facility”), although no Advance Facility shall reduce or otherwise affect the Servicer’s obligations to fund such Advances. If so required pursuant to the terms of an Advance Facility, to the extent that an Advance Facility Counterparty makes all or a portion of any Advance and the Advance Facility Counterparty and the Servicer provide the Indenture Trustee and the NIMS Insurer, if any, with notice acknowledged by the Servicer that such Advance Facility Counterparty is entitled to reimbursement, such Advance Facility Counterparty shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent provided. Such notice from the Advance Facility Counterparty and the Servicer must specify the amount of the reimbursement and must specify which Section of this Agreement permits the Advance to be reimbursed. The Indenture Trustee and the NIMS Insurer, if any, shall be entitled to rely without independent investigation on the Advance Facility Counterparty’s statement with respect to the amount of any reimbursement pursuant to this Section 3.20 and with respect to the Advance Facility Counterparty’s statement with respect to the Section of this Agreement permits the Advance to be reimbursed. An Advance Facility Counterparty whose obligations are limited to the making of Advances will not be deemed to be a subservicer Subservicer under this Agreement. (b) If so required pursuant to the terms of an Advance Facility, the Servicer may direct, and if so directed the Indenture Trustee is hereby authorized to and shall pay, pay to the Advance Facility Counterparty (i) reimbursements for Advances; and (ii) all or such portion of the Servicing Fee as may be so specified in the Advance Facility, that would otherwise be payable to the Servicer pursuant to this Agreement or the Servicing Agreement. (c) Upon request of the Servicer and provision by the Servicer of all necessary formsServicer, the Indenture Trustee agrees to execute such reasonable acknowledgments, certificates, and other reasonable documents recognizing the interests of any Advance Facility Counterparty in such Advance Reimbursement Rights and Servicing Fees as the Servicer may cause to be made subject to Advance Facilities pursuant to this Section 3.20, and such other documents in connection with such Advance Facilities as may be reasonably requested from time to time by any Advance Facility Counterparty. The implementation of the arrangement described in this Section shall not require the consent of CertificateholdersSecurityholders, the NIMS Insurer, if any, Issuer or the Indenture Trustee. (d) The Servicer shall indemnify the Trustee, the Trust Fund, each Certificateholder and any NIMS Insurer for any and all claims, losses, liabilities, damages, costs and expenses resulting from any claim by the Advance Facility Counterparty, except (with respect to the Trustee and any successor servicer) to the extent that such claim, loss, liability, damages or expense results from or arises out of the negligence, recklessness or willful misconduct of the Trustee or successor servicer, or failure by the Trustee or successor servicer to remit funds as required by this Agreement, or the commission of any act or an omission to act by the Trustee or successor servicer and the expiration of any applicable cure or grace period such that an Event of Default under this Agreement occurs or such entity is subject to termination for cause under this Agreement. (e) Any amendment to this Section 3.20 or to any other provision of this Agreement that may be necessary or appropriate to effect the terms of an Advance Facility as described generally in this Section, including amendments to add provisions relating to a successor servicer, may be entered into by the Seller, the Depositor, the Servicer and the Trustee without the consent of any Certificateholder, provided that such amendment is otherwise effected in compliance with the provisions of Section 11.01. All reasonable costs and expenses (including attorneys’ fees) incurred by each party hereto or incurred by (or that would otherwise be incurred by) the Trust Fund shall be borne solely by the Servicer. The parties hereto acknowledge and agree that (i) any Advances and/or Servicing Advances financed by and/or pledged to an Advance Facility Counterparty under any Advance Facility are obligations owed to the Servicer payable only from the cash flows and proceeds received under this Agreement for reimbursement of Advances and/or Servicing Advances to the extent provided herein, and the Trustee is not, as a result of the existence of any Advance Facility, obligated or liable to repay any Advances or Servicing Advances financed by the Advance Facility Counterparty; (ii) the Servicer will be responsible for remitting to the Advance Facility Counterparty the applicable amounts collected by it as reimbursement for Advances and/or Servicing Advances funded by the Advance Facility Counterparty, subject to the provisions of this Agreement; and (iii) the Trustee shall not have any responsibility to track or monitor the administration of the financing arrangement between the Servicer and any Advance Facility Counterparty.

Advance Facility. (a) The Trustee and the Trust Fund, at the direction of the Master Servicer and with the consent of the NIMS Insurer, after consultation with the Guarantor (or, if no NIM Notes are outstanding and the NIMS Insurer is not owed any amounts in respect of its guarantee of payment on such notes, the Guarantor), is hereby authorized to enter into any a facility with any Person (any such Person, an “Advance Facility Counterparty”) under which the Servicer may pledge or sell its rights to receive reimbursement of Advances pursuant to this Agreement (“Advance Reimbursement Rights”) pursuant to credit facilities, repurchase facilities, or similar facilities providing liquidity for the funding of Advances, including facilities providing provides that such Advance Facility Counterparty Person (an "Advancing Person") may make all or a portion of the 101 Advances (any such facility, an “Advance Facility”)and/or Servicing Advances to the Trust Fund under this Agreement, although no Advance Facility such facility shall reduce or otherwise affect the Master Servicer’s obligations 's obligation to fund such Advances and/or Servicing Advances. If so required pursuant to the terms of an Advance Facility, to To the extent that an Advance Facility Counterparty Advancing Person makes all or a portion of any Advance or any Servicing Advance and the Advance Facility Counterparty and the Servicer provide provides the Trustee and the NIMS Insurer, if any, with notice acknowledged by the Master Servicer that such Advance Facility Counterparty Advancing Person is entitled to reimbursement, such Advance Facility Counterparty Advancing Person shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent providedprovided in Section 3.27(b). Such notice from the Advance Facility Counterparty and the Servicer must Advancing Person shall specify the amount of the reimbursement and must shall specify which Section of this Agreement permits the applicable Advance or Servicing Advance to be reimbursed. The Trustee and the NIMS Insurer, if any, shall be entitled to rely without independent investigation on the Advance Facility Counterparty’s Advancing Person's statement with respect to the amount of any reimbursement pursuant to this Section 3.20 3.27 and with respect to the Advance Facility Counterparty’s Advancing Person's statement with respect to the Section of this Agreement that permits the applicable Advance or Servicing Advance to be reimbursed. An Advance Facility Counterparty Advancing Person whose obligations are limited to the making of Advances and/or Servicing Advances shall not be required to meet the qualifications of a Master Servicer or a Sub-Servicer pursuant to Section 6.06 hereof and will not be deemed to be a subservicer Sub-Servicer under this Agreement. If the terms of a facility proposed to be entered into with an Advancing Person by the Trust Fund would not materially and adversely affect the interests of any Certificateholder, then the NIMS Insurer shall not withhold its consent, after consultation with the Guarantor, to the Trust Fund's entering into such facility. (b) If so required an advancing facility is entered into, then the Master Servicer shall not be permitted to reimburse itself under any Section specified or for any amount specified by the Advancing Person in the notice described under Section 3.27(a) above and acknowledged by the Master Servicer prior to the remittance to the Trust Fund, but instead the Master Servicer shall include such amounts in the applicable remittance to the Trustee made pursuant to the terms of an Advance Facility, the Servicer Section 3.10(a). The Trustee is hereby authorized to and shall pay, pay to the Advance Facility Counterparty (i) Advancing Person reimbursements for Advances; Advances and (ii) all Servicing Advances from the Distribution Account to the same extent the Master Servicer would have been permitted to reimburse itself for such Advances and/or Servicing Advances in accordance with the specified Sections had the Master Servicer itself made such Advance or Servicing Advance. The Trustee is hereby authorized to pay directly to the Advancing Person such portion of the Servicing Fee as the parties to any advancing facility may be so specified in the Advance Facility, that would otherwise be payable to the Servicer pursuant to this Agreementagree. (c) Upon request of the Servicer and provision by the Servicer of all necessary forms, the Trustee agrees to execute such reasonable acknowledgments, certificates, and other reasonable documents recognizing the interests of any Advance Facility Counterparty in such Advance Reimbursement Rights All Advances and Servicing Fees as the Servicer may cause to be Advances made subject to Advance Facilities pursuant to this Section 3.20, and such other documents in connection with such Advance Facilities as may be reasonably requested from time to time by any Advance Facility Counterparty. The implementation of the arrangement described in this Section shall not require the consent of Certificateholders, the NIMS Insurer, if any, or the Trustee. (d) The Servicer shall indemnify the Trustee, the Trust Fund, each Certificateholder and any NIMS Insurer for any and all claims, losses, liabilities, damages, costs and expenses resulting from any claim by the Advance Facility Counterparty, except (with respect to the Trustee and any successor servicer) to the extent that such claim, loss, liability, damages or expense results from or arises out of the negligence, recklessness or willful misconduct of the Trustee or successor servicer, or failure by the Trustee or successor servicer to remit funds as required by this Agreement, or the commission of any act or an omission to act by the Trustee or successor servicer and the expiration of any applicable cure or grace period such that an Event of Default under this Agreement occurs or such entity is subject to termination for cause under this Agreement. (e) Any amendment to this Section 3.20 or to any other provision terms of this Agreement that may be necessary or appropriate to effect the terms of an Advance Facility as described generally in this Section, including amendments to add provisions relating to a successor servicer, may be entered into by the Seller, the Depositor, the Servicer and the Trustee without the consent of any Certificateholder, provided that such amendment is otherwise effected in compliance with the provisions of Section 11.01. All reasonable costs and expenses (including attorneys’ fees) incurred by each party hereto or incurred by (or that would otherwise be incurred by) the Trust Fund shall be borne solely by the Servicer. The parties hereto acknowledge deemed made and agree that shall be reimbursed on a "first in-first out" (iFIFO) any Advances and/or Servicing Advances financed by and/or pledged to an Advance Facility Counterparty under any Advance Facility are obligations owed to the Servicer payable only from the cash flows and proceeds received under this Agreement for reimbursement of Advances and/or Servicing Advances to the extent provided herein, and the Trustee is not, as a result of the existence of any Advance Facility, obligated or liable to repay any Advances or Servicing Advances financed by the Advance Facility Counterparty; (ii) the Servicer will be responsible for remitting to the Advance Facility Counterparty the applicable amounts collected by it as reimbursement for Advances and/or Servicing Advances funded by the Advance Facility Counterparty, subject to the provisions of this Agreement; and (iii) the Trustee shall not have any responsibility to track or monitor the administration of the financing arrangement between the Servicer and any Advance Facility Counterpartybasis.