Common use of Companion Paying Agent Clause in Contracts

Companion Paying Agent. (a) With respect to each of the Serviced Companion Loans, the Master Servicer shall be the Companion Paying Agent hereunder. The Companion Paying Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. (b) No provision of this Agreement shall be construed to relieve the Companion Paying Agent from liability for its negligent failure to act, bad faith or its own willful misfeasance; provided, however, that the duties and obligations of the Companion Paying Agent shall be determined solely by the express provisions of this Agreement. The Companion Paying Agent shall not be liable except for the performance of such duties and obligations, no implied covenants or obligations shall be read into this Agreement against the Companion Paying Agent. In the absence of bad faith on the part of the Companion Paying Agent, the Companion Paying Agent may conclusively rely, as to the truth and correctness of the statements or conclusions expressed therein, upon any resolutions, certificates, statements, opinions, reports, documents, orders or other instrument furnished to the Companion Paying Agent by any Person and which on their face do not contradict the requirements of this Agreement. (c) In the case of each of the Serviced Companion Loans, upon the resignation or removal of the Master Servicer pursuant to Article VII of this Agreement, the Master Servicer, as the Companion Paying Agent, shall be deemed simultaneously to resign or be removed. (d) This Section 3.32 shall survive the termination of this Agreement or the resignation or removal of the Companion Paying Agent, as regards to rights accrued prior to such resignation or removal.

Companion Paying Agent. (a) With respect to each of the Serviced Companion Loans, the Master Servicer shall be the Companion Paying Agent hereunder. The Companion Paying Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. (b) No provision of this Agreement shall be construed to relieve the Companion Paying Agent from liability for its negligent failure to act, bad faith or its own willful misfeasance; provided, however, that the duties and obligations of the Companion Paying Agent shall be determined solely by the express provisions of this Agreement. The Companion Paying Agent shall not be liable except for the performance of such duties and obligations, no implied covenants or obligations shall be read into this Agreement against the Companion Paying Agent. In the absence of bad faith on the part of the Companion Paying Agent, the Companion Paying Agent may conclusively rely, as to the truth and correctness of the statements or conclusions expressed therein, upon any resolutions, certificates, statements, opinions, reports, documents, orders or other instrument furnished to the Companion Paying Agent by any Person and which on their face do not contradict the requirements of this Agreement. (c) In the case of each of the Serviced Companion Loans, upon the resignation or removal of the Master Servicer pursuant to Article VII of this Agreement, the Master Servicer, as the Companion Paying Agent, shall be deemed simultaneously to resign or be removed. (d) This Section 3.32 3.27 shall survive the termination of this Agreement or the resignation or removal of the Companion Paying Agent, as regards to rights accrued prior to such resignation or removal.

Companion Paying Agent. (a) With respect to each of the Serviced Companion Loans, the Master Servicer shall be the Companion Paying Agent hereunder. The Companion Paying Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. (b) No provision of this Agreement shall be construed to relieve the Companion Paying Agent from liability for its negligent failure to act, bad faith or its own willful misfeasance; provided, however, that the duties and obligations of the Companion Paying Agent shall be determined solely by the express provisions of this Agreement. The Companion Paying Agent shall not be liable except for the performance of such duties and obligations, no implied covenants or obligations shall be read into this Agreement against the Companion Paying Agent. In the absence of bad faith on the part of the Companion Paying Agent, the Companion Paying Agent may conclusively rely, as to the truth and correctness of the statements or conclusions expressed therein, upon any resolutions, certificates, statements, opinions, reports, documents, orders or other instrument furnished to the Companion Paying Agent by any Person and which on their face do not contradict the requirements of this Agreement. (c) In the case of each of the Serviced Companion Loans, upon the resignation or removal of the Master Servicer pursuant to Article VII of this Agreement, the Master Servicer, as the Companion Paying Agent, shall be deemed simultaneously to resign or be removed. (d) This Section 3.32 shall survive the termination of this Agreement or the resignation or removal of the Companion Paying Agent, as regards to rights accrued prior to such resignation or removal.

Companion Paying Agent. (a) With respect to each of the Serviced Companion Loans, the The Master Servicer shall be the Companion Paying Agent hereunder. The Companion Paying Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreementherein. (b) No provision of this Agreement shall be construed to relieve the Companion Paying Agent from liability for its negligent failure to act, bad faith or its own willful misfeasance; provided, however, that the duties and obligations of the Companion Paying Agent shall be determined solely by the express provisions of this Agreement. The Companion Paying Agent shall not be liable except for the performance of such duties and obligations, no implied covenants or obligations shall be read into this Agreement against the Companion Paying Agent. In the absence of bad faith on the part of the Companion Paying Agent, the Companion Paying Agent may conclusively rely, as to the truth and correctness of the statements or conclusions expressed therein, upon any resolutions, certificates, statements, opinions, reports, documents, orders or other instrument furnished to the Companion Paying Agent by any Person and which on their face do not contradict the requirements of this Agreement. (c) In the case of each of the Serviced Companion Loans, upon Upon the resignation or removal of the Master Servicer pursuant to Article VII of this Agreement, the Master Servicer, as the Companion Paying Agent, Agent shall be deemed simultaneously to resign or be removed. (d) This Section 3.32 shall survive the termination of this Agreement or the resignation or removal of the Companion Paying Agent, as regards to rights accrued prior to such resignation or removal.

Companion Paying Agent. (a) With respect to each of the Serviced Companion Loans, the Master Servicer shall be the Companion Paying Agent hereunder. The Companion Paying Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. (b) No provision of this Agreement shall be construed to relieve the Companion Paying Agent from liability for its negligent failure to act, bad faith or its own willful misfeasance; provided, however, that the duties and obligations of the Companion Paying Agent shall be determined solely by the express provisions of this Agreement. The Companion Paying Agent shall not be liable except for the performance of such duties and obligations, no implied covenants or obligations shall be read into this Agreement against the Companion Paying Agent. In the absence of bad faith on the part of the Companion Paying Agent, the Companion Paying Agent may conclusively rely, as to the truth and correctness of the statements or conclusions expressed therein, upon any resolutions, certificates, statements, opinions, reports, documents, orders or other instrument furnished to the Companion Paying Agent by any Person and which on their face do not contradict the requirements of this Agreement. (c) In the case of each of the Serviced Companion Loans, upon the resignation or removal of the Master Servicer pursuant to Article VII of this Agreement, the Master Servicer, as the Companion Paying Agent, shall be deemed simultaneously to resign or be removed. (d) This Section 3.32 shall survive the termination of this Agreement or the resignation or removal of the Companion Paying Agent, as regards to rights accrued prior to such resignation or removal.

Companion Paying Agent. (a) With respect to each of the Serviced Companion Loans, the Master The Servicer shall be the initial Companion Paying Agent hereunder. The Companion Paying Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreementherein. (b) No provision of this Agreement shall be construed to relieve the Companion Paying Agent from liability for its own negligent failure to act, bad faith or its own willful misfeasance; provided, however, that the duties and obligations of the Companion Paying Agent shall be determined solely by the express provisions of this Agreement. The Companion Paying Agent shall not be liable except for the performance of such duties and obligations, no implied covenants or obligations shall be read into this Agreement against the Companion Paying Agent. In the absence of bad faith on the part of the Companion Paying Agent, the Companion Paying Agent may conclusively rely, as to the truth and correctness of the statements or conclusions expressed therein, upon any resolutions, certificates, statements, opinions, reports, documents, orders or other instrument furnished to the Companion Paying Agent by any Person and which on their face do not contradict the requirements of this Agreement. (c) In the case of each of the Serviced Companion Loans, upon Upon the resignation or removal of the Master Servicer pursuant to Article VII of this Agreement, the Master Servicer, as the Companion Paying Agent, Agent shall be deemed simultaneously to resign or be removed. (d) This Section 3.32 shall survive the termination of this Agreement or the resignation or removal of the Companion Paying Agent, as regards to rights accrued prior to such resignation or removal.

Companion Paying Agent. (a) With respect to each of the Serviced Companion Loans, the The Master Servicer shall be the initial Companion Paying Agent hereunder. The Companion Paying Agent undertakes to perform such duties and only such duties as are specifically set forth in herein. The Companion Paying Agent shall promptly make available to the Companion Holders all reports available to the Companion Paying Agent that the Trustee has made available to Certificateholders under this Agreement. (b) No provision of this Agreement shall be construed to relieve the Companion Paying Agent from liability for its own negligent failure to act, bad faith or its own willful misfeasance; provided, however, that the duties and obligations of the Companion Paying Agent shall be determined solely by the express provisions of this Agreement. The , the Companion Paying Agent shall not be liable except for the performance of such duties and obligations, no implied covenants or obligations shall be read into this Agreement against the Companion Paying Agent. In Agent and, in the absence of bad faith on the part of the Companion Paying Agent, the Companion Paying Agent may conclusively rely, as to the truth and correctness of the statements or conclusions expressed therein, upon any resolutions, certificates, statements, opinions, reports, documents, orders or other instrument furnished to the Companion Paying Agent by any Person and which on their face do not contradict the requirements of this Agreement. (c) In If the case of each of Companion Paying Agent is also the Serviced Companion LoansMaster Servicer, upon the resignation or removal of the Master Servicer pursuant to Article VII of this Agreement, the Master Servicer, as the Companion Paying Agent, Agent shall be deemed simultaneously to resign or be removed. (d) This Section 3.32 shall survive the termination of this Agreement or the resignation or removal of the Companion Paying Agent, as regards to rights accrued prior to such resignation or removal.

Companion Paying Agent. (a) With respect to each of the Serviced Companion Loans, the Each Master Servicer shall be the Companion Paying Agent with respect to the Companion Loans related to Mortgage Loans that it is responsible for servicing hereunder. The Each Companion Paying Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreementherein. (b) No provision of this Agreement shall be construed to relieve the any Companion Paying Agent from liability for its negligent failure to act, bad faith or its own willful misfeasance; provided, however, that the duties and obligations of the each Companion Paying Agent shall be determined solely by the express provisions of this Agreement. The No Companion Paying Agent shall not be liable except for the performance of such duties and obligations, obligations and no implied covenants or obligations shall be read into this Agreement against the a Companion Paying Agent. In the absence of bad faith on the part of the a Companion Paying Agent, the such Companion Paying Agent may conclusively rely, as to the truth and correctness of the statements or conclusions expressed therein, upon any resolutions, certificates, statements, opinions, reports, documents, orders or other instrument furnished to the such Companion Paying Agent by any Person and which on their face do not contradict the requirements of this Agreement. (c) In the case of each of the Serviced Companion Loans, upon Upon the resignation or removal of the applicable Master Servicer pursuant to Article VII of this Agreement, the Master Servicer, as the applicable Companion Paying Agent, Agent shall be deemed simultaneously to resign or be removed. (d) This Section 3.32 shall survive the termination of this Agreement or the resignation or removal of the a Companion Paying Agent, as regards to rights accrued prior to such resignation or removal.

Companion Paying Agent. (a) With respect to each of the Serviced Companion Loans, the Master Servicer shall be the Companion Paying Agent hereunder. The Companion Paying Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. (b) No provision of this Agreement shall be construed to relieve the Companion Paying Agent from liability for its negligent failure to act, bad faith or its own willful misfeasance; provided, however, that the duties and obligations of the Companion Paying Agent shall be determined solely by the express provisions of this Agreement. The Companion Paying Agent shall not be liable except for the performance of such duties and obligations, no implied covenants or obligations shall be read into this Agreement against the Companion Paying Agent. In the absence of bad faith on the part of the Companion Paying Agent, the Companion Paying Agent may conclusively rely, as to the truth and correctness of the statements or conclusions expressed therein, upon any resolutions, certificates, statements, opinions, reports, documents, orders or other instrument furnished to the Companion Paying Agent by any Person and which on their face do not contradict the requirements of this Agreement. (c) In the case of each of the Serviced Companion Loans, upon the resignation or removal of the Master Servicer pursuant to Article VII of this Agreement, the Master Servicer, as the Companion Paying Agent, shall be deemed simultaneously to resign or be removed. (d) This Section 3.32 shall survive the termination of this Agreement or the resignation or removal of the Companion Paying Agent, as regards to rights accrued prior to such resignation or removal.

Companion Paying Agent. (a) With respect to each of the Serviced Companion Loans, the The Master Servicer shall be the initial Companion Paying Agent hereunder. The Companion Paying Agent undertakes to perform such duties and only such duties as are specifically set forth herein. The Companion Paying Agent shall promptly make available to the Companion Holders (other than, in each case, the holders of the Companion Loans relating to the 2007-C30 Serviced Mortgage Loans, the Xxxxxx Xxxxxxx 2007-IQ14 Serviced Mortgage Loan and the GECMC 2007-C1 Serviced Mortgage Loan) all reports available to the Companion Paying Agent that the Trustee has made available to Certificateholders under this Agreement. (b) No provision of this Agreement shall be construed to relieve the Companion Paying Agent from liability for its own negligent failure to act, bad faith or its own willful misfeasance; provided, however, that the duties and obligations of the Companion Paying Agent shall be determined solely by the express provisions of this Agreement. The , the Companion Paying Agent shall not be liable except for the performance of such duties and obligations, no implied covenants or obligations shall be read into this Agreement against the Companion Paying Agent. In Agent and, in the absence of bad faith on the part of the Companion Paying Agent, the Companion Paying Agent may conclusively rely, as to the truth and correctness of the statements or conclusions expressed therein, upon any resolutions, certificates, statements, opinions, reports, documents, orders or other instrument furnished to the Companion Paying Agent by any Person and which on their face do not contradict the requirements of this Agreement. (c) In If the case of each of Companion Paying Agent is also the Serviced Companion LoansMaster Servicer, upon the resignation or removal of the Master Servicer pursuant to Article VII of this Agreement, the Master Servicer, as the Companion Paying Agent, Agent shall be deemed simultaneously to resign or be removed. (d) This Section 3.32 shall survive the termination of this Agreement or the resignation or removal of the Companion Paying Agent, as regards to rights accrued prior to such resignation or removal.

Companion Paying Agent. (a) With respect to each of the Serviced Companion Loans, the Master Servicer shall be the Companion Paying Agent hereunder. The Companion Paying Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. (b) No provision of this Agreement shall be construed to relieve the Companion Paying Agent from liability for its negligent failure to act, bad faith or its own willful misfeasance; provided, however, that the duties and obligations of the Companion Paying Agent shall be determined solely by the express provisions of this Agreement. The Companion Paying Agent shall not be liable except for the performance of such duties and obligations, no implied covenants or obligations shall be read into this Agreement against the Companion Paying Agent. In the absence of bad faith on the part of the Companion Paying Agent, the Companion Paying Agent may conclusively rely, as to the truth and correctness of the statements or conclusions expressed therein, upon any resolutions, certificates, statements, opinions, reports, documents, orders or other instrument furnished to the Companion Paying Agent by any Person and which on their face do not contradict the requirements of this Agreement. (c) In the case of each of the Serviced Companion Loans, upon the resignation or removal of the Master Servicer pursuant to Article VII of this Agreement, the Master Servicer, as the Companion Paying Agent, shall be deemed simultaneously to resign or be removed. (d) This Section 3.32 shall survive the termination of this Agreement or the resignation or removal of the Companion Paying Agent, as regards to rights accrued prior to such resignation or removal.

Companion Paying Agent. (a) With respect to each of the Serviced Companion Loans, the Each Master Servicer shall be the Companion Paying Agent with respect to the Mortgage Loans for which it is responsible for servicing hereunder. The Companion Paying Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreementherein. (b) No provision of this Agreement shall be construed to relieve the Companion Paying Agent from liability for its negligent failure to act, bad faith or its own willful misfeasance; provided, however, that the duties and obligations of the Companion Paying Agent shall be determined solely by the express provisions of this Agreement. The Companion Paying Agent shall not be liable except for the performance of such duties and obligations, no implied covenants or obligations shall be read into this Agreement against the Companion Paying Agent. In the absence of bad faith on the part of the Companion Paying Agent, the Companion Paying Agent may conclusively rely, as to the truth and correctness of the statements or conclusions expressed therein, upon any resolutions, certificates, statements, opinions, reports, documents, orders or other instrument furnished to the Companion Paying Agent by any Person and which on their face do not contradict the requirements of this Agreement. (c) In the case of each of the Serviced Companion Loans, upon Upon the resignation or removal of the applicable Master Servicer pursuant to Article VII of this Agreement, the Master Servicer, as the applicable Companion Paying Agent, Agent shall be deemed simultaneously to resign or be removed. (d) This Section 3.32 shall survive the termination of this Agreement or the resignation or removal of the Companion Paying Agent, as regards to rights accrued prior to such resignation or removal.

Companion Paying Agent. (a) With respect to each of the Serviced Companion Loans, the Master The applicable Servicer shall be the initial Companion Paying Agent hereunder. The Companion Paying Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreementherein. (b) No provision of this Agreement shall be construed to relieve the Companion Paying Agent from liability for its negligent failure to act, bad faith or its own willful misfeasance; provided, however, that the duties and obligations of the Companion Paying Agent shall be determined solely by the express provisions of this Agreement. The Companion Paying Agent shall not be liable except for the performance of such duties and obligations, no implied covenants or obligations shall be read into this Agreement against the Companion Paying Agent. In the absence of bad faith on the part of the Companion Paying Agent, the Companion Paying Agent may conclusively rely, as to the truth and correctness of the statements or conclusions expressed therein, upon any resolutions, certificates, statements, opinions, reports, documents, orders or other instrument furnished to the Companion Paying Agent by any Person and which on their face do not contradict the requirements of this Agreement. (c) In the case of each of the Serviced Companion Loans, upon Upon the resignation or removal of the Master Servicer pursuant to Article VII of this Agreement, the Master Servicer, as the Companion Paying Agent, Agent shall be deemed simultaneously to resign or be removed. (d) This Section 3.32 shall survive the termination of this Agreement or the resignation or removal of the Companion Paying Agent, as regards to rights accrued prior to such resignation or removal.

Companion Paying Agent. (a) With respect to each of the Serviced Companion Loans, the Master The Servicer shall be the Companion Paying Agent hereunder. The Companion Paying Agent undertakes to perform such duties and only such duties as are specifically set forth in herein. The Companion Paying Agent shall promptly make available all reports delivered to it under this AgreementAgreement to the Companion Holder. (b) No provision of this Agreement shall be construed to relieve the Companion Paying Agent from liability for its own negligent failure to act, bad faith faith, or its own willful misfeasance; provided, however, that the duties and obligations of the Companion Paying Agent shall be determined solely by the express provisions of this Agreement. The , the Companion Paying Agent shall not be liable except for the performance of such duties and obligations, no implied covenants or obligations shall be read into this Agreement against the Companion Paying Agent. In Agent and, in the absence of bad faith on the part of the Companion Paying Agent, the Companion Paying Agent may conclusively rely, as to the truth and correctness of the statements or conclusions expressed therein, upon any resolutions, certificates, statements, opinions, reports, documents, orders or other instrument furnished to the Companion Paying Agent by any Person and which on their face do not contradict the requirements of this Agreement. (c) In the case of each of the Serviced Companion Loans, upon Upon the resignation or removal of the Master Servicer pursuant to Article VII of this Agreement, the Master Servicer, as the Companion Paying Agent, Agent shall be deemed simultaneously to resign or be removed. (d) This Section 3.32 shall survive the termination of this Agreement or the resignation or removal of the Companion Paying Agent, as regards to rights accrued prior to such resignation or removal.

Companion Paying Agent. (a) With respect to each of the Serviced Companion Loans, the The Master Servicer shall be the Companion Paying Agent with respect to the Companion Loans related to Mortgage Loans that it is responsible for servicing hereunder. The Each Companion Paying Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreementherein. (b) No provision of this Agreement shall be construed to relieve the any Companion Paying Agent from liability for its negligent failure to act, bad faith or its own willful misfeasance; provided, however, that the duties and obligations of the each Companion Paying Agent shall be determined solely by the express provisions of this Agreement. The No Companion Paying Agent shall not be liable except for the performance of such duties and obligations, obligations and no implied covenants or obligations shall be read into this Agreement against the a Companion Paying Agent. In the absence of bad faith on the part of the a Companion Paying Agent, the such Companion Paying Agent may conclusively rely, as to the truth and correctness of the statements or conclusions expressed therein, upon any resolutions, certificates, statements, opinions, reports, documents, orders or other instrument furnished to the such Companion Paying Agent by any Person and which on their face do not contradict the requirements of this Agreement. (c) In the case of each of the Serviced Companion Loans, upon Upon the resignation or removal of the Master Servicer pursuant to Article VII of this Agreement, the Master Servicer, as the applicable Companion Paying Agent, Agent shall be deemed simultaneously to resign or be removed. (d) This Section 3.32 shall survive the termination of this Agreement or the resignation or removal of the a Companion Paying Agent, as regards to rights accrued prior to such resignation or removal.

Companion Paying Agent. (a) With respect to each of the Serviced Companion Loans, the Master Servicer The Paying Agent shall be the Companion Paying Agent hereunder. The Companion Paying Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreementherein. (b) No provision of this Agreement shall be construed to relieve the Companion Paying Agent from liability for its negligent failure to act, bad faith or its own willful misfeasance; provided, however, that the duties and obligations of the Companion Paying Agent shall be determined solely by the express provisions of this Agreement. The Companion Paying Agent shall not be liable except for the performance of such duties and obligations, no implied covenants or obligations shall be read into this Agreement against the Companion Paying Agent. In the absence of bad faith on the part of the Companion Paying Agent, the Companion Paying Agent may conclusively rely, as to the truth and correctness of the statements or conclusions expressed therein, upon any resolutions, certificates, statements, opinions, reports, documents, orders or other instrument furnished to the Companion Paying Agent by any Person and which on their face do not contradict the requirements of this Agreement. (c) In the case of each of the Serviced Companion Loans, upon Upon the resignation or removal of the Master Servicer Paying Agent pursuant to Article VII VIII of this Agreement, the Master Servicer, as the Companion Paying Agent, Agent shall be deemed simultaneously to resign or be removed. (d) This Section 3.32 shall survive the termination of this Agreement or the resignation or removal of the Companion Paying Agent, as regards to rights accrued prior to such resignation or removal.

Companion Paying Agent. (a) With respect to each of the Serviced Companion Loans, the The Master Servicer shall be the initial Companion Paying Agent hereunder. The Companion Paying Agent undertakes to perform such duties and only such duties as are specifically set forth in herein. The Companion Paying Agent shall promptly make available to the Companion Holders (other than the holder of the Companion Loan relating to the [_________] Serviced Mortgage Loan) all reports available to the Companion Paying Agent that the Trustee has made available to Certificateholders under this Agreement. (b) No provision of this Agreement shall be construed to relieve the Companion Paying Agent from liability for its own negligent failure to act, bad faith or its own willful misfeasance; provided, however, that the duties and obligations of the Companion Paying Agent shall be determined solely by the express provisions of this Agreement. The , the Companion Paying Agent shall not be liable except for the performance of such duties and obligations, no implied covenants or obligations shall be read into this Agreement against the Companion Paying Agent. In Agent and, in the absence of bad faith on the part of the Companion Paying Agent, the Companion Paying Agent may conclusively rely, as to the truth and correctness of the statements or conclusions expressed therein, upon any resolutions, certificates, statements, opinions, reports, documents, orders or other instrument furnished to the Companion Paying Agent by any Person and which on their face do not contradict the requirements of this Agreement. (c) In If the case of each of Companion Paying Agent is also the Serviced Companion LoansMaster Servicer, upon the resignation or removal of the Master Servicer pursuant to Article VII of this Agreement, the Master Servicer, as the Companion Paying Agent, Agent shall be deemed simultaneously to resign or be removed. (d) This Section 3.32 shall survive the termination of this Agreement or the resignation or removal of the Companion Paying Agent, as regards to rights accrued prior to such resignation or removal.

Companion Paying Agent. (a) With respect to each of the Serviced Companion Loans, the Master Servicer The Paying Agent shall be the initial Companion Paying Agent hereunder. The Companion Paying Agent undertakes to perform such duties and only such duties as are specifically set forth in herein. The Companion Paying Agent shall promptly make available all reports delivered to it under this AgreementAgreement to the Companion Holder. (b) No provision of this Agreement shall be construed to relieve the Companion Paying Agent from liability for its own negligent failure to act, bad faith or its own willful misfeasance; provided, however, that the duties and obligations of the Companion Paying Agent shall be determined solely by the express provisions of this Agreement. The , the Companion Paying Agent shall not be liable except for the performance of such duties and obligations, no implied covenants or obligations shall be read into this Agreement against the Companion Paying Agent. In Agent and, in the absence of bad faith on the part of the Companion Paying Agent, the Companion Paying Agent may conclusively rely, as to the truth and correctness of the statements or conclusions expressed therein, upon any resolutions, certificates, statements, opinions, reports, documents, orders or other instrument furnished to the Companion Paying Agent by any Person and which on their face do not contradict the requirements of this Agreement. (c) In the case of each of the Serviced Companion Loans, upon Upon the resignation or removal of the Master Servicer Paying Agent pursuant to Article VII VIII of this Agreement, the Master Servicer, as the Companion Paying Agent, Agent shall be deemed simultaneously to resign or be removed. (d) This Section 3.32 shall survive the termination of this Agreement or the resignation or removal of the Companion Paying Agent, as regards to rights accrued prior to such resignation or removal.

Companion Paying Agent. (a) With respect to each of the Serviced Companion Loans, the Master Servicer The Trustee shall be the initial Companion Paying Agent hereunder. The Companion Paying Agent undertakes to perform such duties and only such duties as are specifically set forth in herein. The Companion Paying Agent shall promptly make available to the Companion Holder all reports delivered to the Companion Paying Agent that the Trustee has made available to Certificateholders under this Agreement. (b) No provision of this Agreement shall be construed to relieve the Companion Paying Agent from liability for its own negligent failure to act, bad faith or its own willful misfeasance; provided, however, that the duties and obligations of the Companion Paying Agent shall be determined solely by the express provisions of this Agreement. The , the Companion Paying Agent shall not be liable except for the performance of such duties and obligations, no implied covenants or obligations shall be read into this Agreement against the Companion Paying Agent. In Agent and, in the absence of bad faith on the part of the Companion Paying Agent, the Companion Paying Agent may conclusively rely, as to the truth and correctness of the statements or conclusions expressed therein, upon any resolutions, certificates, statements, opinions, reports, documents, orders or other instrument furnished to the Companion Paying Agent by any Person and which on their face do not contradict the requirements of this Agreement. (c) In the case of each of the Serviced Companion Loans, upon Upon the resignation or removal of the Master Servicer Trustee pursuant to Article VII VIII of this Agreement, the Master Servicer, as the Companion Paying Agent, Agent shall be deemed simultaneously to resign or be removed. (d) This Section 3.32 shall survive the termination of this Agreement or the resignation or removal of the Companion Paying Agent, as regards to rights accrued prior to such resignation or removal.

Companion Paying Agent. (a) With respect to each of the Serviced Companion Loans, the The Master Servicer shall be the initial Companion Paying Agent hereunder. The Companion Paying Agent undertakes to perform such duties and only such duties as are specifically set forth herein. The Companion Paying Agent shall promptly make available to the Companion Holders (other than, in each case, the holders of the Companion Loans related to the X.X. Xxxxxx 2006-LDP8 Serviced Mortgage Loan and the 2006-C27 Serviced Mortgage Loans) all reports available to the Companion Paying Agent that the Trustee has made available to Certificateholders under this Agreement. (b) No provision of this Agreement shall be construed to relieve the Companion Paying Agent from liability for its own negligent failure to act, bad faith or its own willful misfeasance; provided, however, that the duties and obligations of the Companion Paying Agent shall be determined solely by the express provisions of this Agreement. The , the Companion Paying Agent shall not be liable except for the performance of such duties and obligations, no implied covenants or obligations shall be read into this Agreement against the Companion Paying Agent. In Agent and, in the absence of bad faith on the part of the Companion Paying Agent, the Companion Paying Agent may conclusively rely, as to the truth and correctness of the statements or conclusions expressed therein, upon any resolutions, certificates, statements, opinions, reports, documents, orders or other instrument furnished to the Companion Paying Agent by any Person and which on their face do not contradict the requirements of this Agreement. (c) In If the case of each of Companion Paying Agent is also the Serviced Companion LoansMaster Servicer, upon the resignation or removal of the Master Servicer pursuant to Article VII of this Agreement, the Master Servicer, as the Companion Paying Agent, Agent shall be deemed simultaneously to resign or be removed. (d) This Section 3.32 shall survive the termination of this Agreement or the resignation or removal of the Companion Paying Agent, as regards to rights accrued prior to such resignation or removal.

Companion Paying Agent. (a) With respect to each of the Serviced Companion Loans, the The Master Servicer shall be the initial Companion Paying Agent hereunder. The Companion Paying Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreementherein. (b) No provision of this Agreement shall be construed to relieve the Companion Paying Agent from liability for its own negligent failure to act, bad faith or its own willful misfeasance; provided, however, that the duties and obligations of the Companion Paying Agent shall be determined solely by the express provisions of this Agreement. The Companion Paying Agent shall not be liable except for the performance of such duties and obligations, no implied covenants or obligations shall be read into this Agreement against the Companion Paying Agent. In the absence of bad faith on the part of the Companion Paying Agent, the Companion Paying Agent may conclusively rely, as to the truth and correctness of the statements or conclusions expressed therein, upon any resolutions, certificates, statements, opinions, reports, documents, orders or other instrument furnished to the Companion Paying Agent by any Person and which on their face do not contradict the requirements of this Agreement. (c) In the case of each of the Serviced Companion Loans, upon Upon the resignation or removal of the Master Servicer pursuant to Article VII of this Agreement, the Master Servicer, as the Companion Paying Agent, Agent shall be deemed simultaneously to resign or be removed. (d) This Section 3.32 shall survive the termination of this Agreement or the resignation or removal of the Companion Paying Agent, as regards to rights accrued prior to such resignation or removal.

Companion Paying Agent. (a) With respect to each of the Serviced Companion Loans, the The Master Servicer shall be the initial Companion Paying Agent hereunder. The Companion Paying Agent undertakes to perform such duties and only such duties as are specifically set forth in herein. The Companion Paying Agent shall promptly make available to the Companion Holders (other than the holders of the Companion Loans relating to the 2004-C15 Serviced Mortgage Loans) all reports available to the Companion Paying Agent that the Trustee has made available to Certificateholders under this Agreement. (b) No provision of this Agreement shall be construed to relieve the Companion Paying Agent from liability for its own negligent failure to act, bad faith or its own willful misfeasance; provided, however, that the duties and obligations of the Companion Paying Agent shall be determined solely by the express provisions of this Agreement. The , the Companion Paying Agent shall not be liable except for the performance of such duties and obligations, no implied covenants or obligations shall be read into this Agreement against the Companion Paying Agent. In Agent and, in the absence of bad faith on the part of the Companion Paying Agent, the Companion Paying Agent may conclusively rely, as to the truth and correctness of the statements or conclusions expressed therein, upon any resolutions, certificates, statements, opinions, reports, documents, orders or other instrument furnished to the Companion Paying Agent by any Person and which on their face do not contradict the requirements of this Agreement. (c) In If the case of each of Companion Paying Agent is also the Serviced Companion LoansMaster Servicer, upon the resignation or removal of the Master Servicer pursuant to Article VII of this Agreement, the Master Servicer, as the Companion Paying Agent, Agent shall be deemed simultaneously to resign or be removed. (d) This Section 3.32 shall survive the termination of this Agreement or the resignation or removal of the Companion Paying Agent, as regards to rights accrued prior to such resignation or removal.

Companion Paying Agent. (a) With respect to each of the Serviced Companion Loans, the The Master Servicer shall be the initial Companion Paying Agent hereunder. The Companion Paying Agent undertakes to perform such duties and only such duties as are specifically set forth in herein. The Companion Paying Agent shall promptly make available to the Companion Holders (other than the holders of the Companion Loans relating to the 2005-C17 Serviced Mortgage Loans) all reports available to the Companion Paying Agent that the Trustee has made available to Certificateholders under this Agreement. (b) No provision of this Agreement shall be construed to relieve the Companion Paying Agent from liability for its own negligent failure to act, bad faith or its own willful misfeasance; provided, however, that the duties and obligations of the Companion Paying Agent shall be determined solely by the express provisions of this Agreement. The , the Companion Paying Agent shall not be liable except for the performance of such duties and obligations, no implied covenants or obligations shall be read into this Agreement against the Companion Paying Agent. In Agent and, in the absence of bad faith on the part of the Companion Paying Agent, the Companion Paying Agent may conclusively rely, as to the truth and correctness of the statements or conclusions expressed therein, upon any resolutions, certificates, statements, opinions, reports, documents, orders or other instrument furnished to the Companion Paying Agent by any Person and which on their face do not contradict the requirements of this Agreement. (c) In If the case of each of Companion Paying Agent is also the Serviced Companion LoansMaster Servicer, upon the resignation or removal of the Master Servicer pursuant to Article VII of this Agreement, the Master Servicer, as the Companion Paying Agent, Agent shall be deemed simultaneously to resign or be removed. (d) This Section 3.32 shall survive the termination of this Agreement or the resignation or removal of the Companion Paying Agent, as regards to rights accrued prior to such resignation or removal.

Companion Paying Agent. (a) With respect to each of the Serviced Companion Loans, the Master Servicer The Trustee shall be the initial Companion Paying Agent hereunder. The Companion Paying Agent undertakes to perform such duties and only such duties as are specifically set forth in herein. The Companion Paying Agent shall promptly make available all reports delivered to it under this AgreementAgreement to the Companion Holders. (b) No provision of this Agreement shall be construed to relieve the Companion Paying Agent from liability for its own negligent failure to act, bad faith or its own willful misfeasance; provided, however, that the duties and obligations of the Companion Paying Agent shall be determined solely by the express provisions of this Agreement. The , the Companion Paying Agent shall not be liable except for the performance of such duties and obligations, no implied covenants or obligations shall be read into this Agreement against the Companion Paying Agent. In Agent and, in the absence of bad faith on the part of the Companion Paying Agent, the Companion Paying Agent may conclusively rely, as to the truth and correctness of the statements or conclusions expressed therein, upon any resolutions, certificates, statements, opinions, reports, documents, orders or other instrument furnished to the Companion Paying Agent by any Person and which on their face do not contradict the requirements of this Agreement. (c) In the case of each of the Serviced Companion Loans, upon Upon the resignation or removal of the Master Servicer Trustee pursuant to Article VII VIII of this Agreement, the Master Servicer, as the Companion Paying Agent, Agent shall be deemed simultaneously to resign or be removed. (d) This Section 3.32 shall survive the termination of this Agreement or the resignation or removal of the Companion Paying Agent, as regards to rights accrued prior to such resignation or removal.

Companion Paying Agent. (a) With respect to each of the Serviced Companion Loans, the Master Servicer shall be the Companion Paying Agent hereunder. The Companion Paying Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreementherein. (b) No provision of this Agreement shall be construed to relieve the Companion Paying Agent from liability for its negligent failure to act, bad faith or its own willful misfeasance; provided, however, that the duties and obligations of the Companion Paying Agent shall be determined solely by the express provisions of this Agreement. The Companion Paying Agent shall not be liable except for the performance of such duties and obligations, no implied covenants or obligations shall be read into this Agreement against the Companion Paying Agent. In the absence of bad faith on the part of the Companion Paying Agent, the Companion Paying Agent may conclusively rely, as to the truth and correctness of the statements or conclusions expressed therein, upon any resolutions, certificates, statements, opinions, reports, documents, orders or other instrument furnished to the Companion Paying Agent by any Person and which on their face do not contradict the requirements of this Agreement. (c) In the case of each of the Serviced Companion Loans, upon the resignation or removal of the Master Servicer pursuant to Article VII of this Agreement, the Master Servicer, as the Companion Paying Agent, shall be deemed simultaneously to resign or be removed. (d) This Section 3.32 shall survive the termination of this Agreement or the resignation or removal of the Companion Paying Agent, as regards to rights accrued prior to such resignation or removal.

Companion Paying Agent. (a) With respect to each of the Serviced Companion Loans, the The Master Servicer shall be the initial Companion Paying Agent hereunder. The Companion Paying Agent undertakes to perform such duties and only such duties as are specifically set forth in herein. The Companion Paying Agent shall promptly make available to the Companion Holders (other than the holders of the Companion Loans relating to the 2005-C19 Serviced Mortgage Loan, the LB-UBS 2005-C3 Serviced Mortgage Loan and the MSCI 2005-HQ6 Serviced Mortgage Loan) all reports available to the Companion Paying Agent that the Trustee has made available to Certificateholders under this Agreement. (b) No provision of this Agreement shall be construed to relieve the Companion Paying Agent from liability for its own negligent failure to act, bad faith or its own willful misfeasance; provided, however, that the duties and obligations of the Companion Paying Agent shall be determined solely by the express provisions of this Agreement. The , the Companion Paying Agent shall not be liable except for the performance of such duties and obligations, no implied covenants or obligations shall be read into this Agreement against the Companion Paying Agent. In Agent and, in the absence of bad faith on the part of the Companion Paying Agent, the Companion Paying Agent may conclusively rely, as to the truth and correctness of the statements or conclusions expressed therein, upon any resolutions, certificates, statements, opinions, reports, documents, orders or other instrument furnished to the Companion Paying Agent by any Person and which on their face do not contradict the requirements of this Agreement. (c) In If the case of each of Companion Paying Agent is also the Serviced Companion LoansMaster Servicer, upon the resignation or removal of the Master Servicer pursuant to Article VII of this Agreement, the Master Servicer, as the Companion Paying Agent, Agent shall be deemed simultaneously to resign or be removed. (d) This Section 3.32 shall survive the termination of this Agreement or the resignation or removal of the Companion Paying Agent, as regards to rights accrued prior to such resignation or removal.

Companion Paying Agent. (a) With respect to each of the Serviced Companion Loans, the The Master Servicer shall be the initial Companion Paying Agent hereunder. The Companion Paying Agent undertakes to perform such duties and only such duties as are specifically set forth in herein. The Companion Paying Agent shall promptly make available all reports delivered to it under this AgreementAgreement to the Companion Holder. (b) No provision of this Agreement shall be construed to relieve the Companion Paying Agent from liability for its own negligent failure to act, bad faith or its own willful misfeasance; provided, however, that the duties and obligations of the Companion Paying Agent shall be determined solely by the express provisions of this Agreement. The , the Companion Paying Agent shall not be liable except for the performance of such duties and obligations, no implied covenants or obligations shall be read into this Agreement against the Companion Paying Agent. In Agent and, in the absence of bad faith on the part of the Companion Paying Agent, the Companion Paying Agent may conclusively rely, as to the truth and correctness of the statements or conclusions expressed therein, upon any resolutions, certificates, statements, opinions, reports, documents, orders or other instrument furnished to the Companion Paying Agent by any Person and which on their face do not contradict the requirements of this Agreement. (c) In the case of each of the Serviced Companion Loans, upon Upon the resignation or removal of the Master Servicer pursuant to Article VII Section 6.04 of this Agreement, the Master Servicer, as the Companion Paying Agent, Agent shall be deemed simultaneously to resign or be removed. (d) This Section 3.32 shall survive the termination of this Agreement or the resignation or removal of the Companion Paying Agent, as regards to rights accrued prior to such resignation or removal.

Companion Paying Agent. (a) With respect to each of the Serviced Companion Loans, the Master Servicer The Bond Administrator shall be the initial Companion Paying Agent hereunder. The Companion Paying Agent undertakes to perform such duties and only such duties as are specifically set forth in herein. The Companion Paying Agent shall promptly make available all reports delivered to it under this AgreementAgreement to the Companion Holders. (b) No provision of this Agreement shall be construed to relieve the Companion Paying Agent from liability for its own negligent failure to act, bad faith or its own willful misfeasance; provided, however, that the duties and obligations of the Companion Paying Agent shall be determined solely by the express provisions of this Agreement. The , the Companion Paying Agent shall not be liable except for the performance of such duties and obligations, no implied covenants or obligations shall be read into this Agreement against the Companion Paying Agent. In Agent and, in the absence of bad faith on the part of the part of the Companion Paying Agent, the Companion Paying Agent may conclusively rely, as to the truth and correctness of the statements or conclusions expressed therein, upon any resolutions, certificates, statements, opinions, reports, documents, orders or other instrument furnished to the Companion Paying Agent by any Person and which on their face do not contradict the requirements of this Agreement. (c) In the case of each of the Serviced Companion Loans, upon Upon the resignation or removal of the Master Servicer Bond Administrator pursuant to Article VII VIII of this Agreement, the Master Servicer, as the Companion Paying Agent, Agent shall be deemed simultaneously to resign or be removed. (d) The Companion Paying Agent shall be indemnified (first by the Companion Holders to the extent of amounts in the Collection Account and identified on the related Companion Ledgers as attributable to such Companion Loans (applied pro rata in accordance with the amounts therein relating to each Companion Loan) and then to the extent of amounts in the Collection Account identified on the Trust Ledger, solely to the extent amounts attributable to the Companion Loans are insufficient) from, and held harmless against, any and all losses, liabilities, damages or claims incurred in connection with any legal action relating to this Agreement or unanticipated "out-of-pocket" expenses (other than the expense of any employee's compensation and any expense allocable to the Companion Paying Agent's overhead, but including reasonable attorney's fees) arising in respect of this Agreement other than those resulting from the negligence, bad faith, intentional breach of this Agreement or willful misconduct of the Companion Paying Agent. Notwithstanding the foregoing, in the event of any loss, liability or expense described in the preceding sentence relates to a Loan Pair or related Mortgaged Property, only the related Companion Holder (and not any unrelated Companion Holder) shall be required to indemnify such Persons specified in such sentence, and such indemnification shall be made only from amounts otherwise distributable to such Companion Holder. (e) This Section 3.32 shall survive the termination of this Agreement or the resignation or removal of the Companion Paying Agent, as regards to rights accrued prior to such resignation or removal.

Companion Paying Agent. (a) With respect to each of the Serviced Companion Loans, the The Master Servicer shall be the initial Companion Paying Agent hereunder. The Companion Paying Agent undertakes to perform such duties and only such duties as are specifically set forth in herein. The Companion Paying Agent shall promptly make available to the Companion Holders (other than the holders of the Companion Loans relating to the 2004-C10 Serviced Mortgage Loan) all reports available to the Companion Paying Agent that the Trustee has made available to Certificateholders under this Agreement. (b) No provision of this Agreement shall be construed to relieve the Companion Paying Agent from liability for its own negligent failure to act, bad faith or its own willful misfeasance; provided, however, that the duties and obligations of the Companion Paying Agent shall be determined solely by the express provisions of this Agreement. The , the Companion Paying Agent shall not be liable except for the performance of such duties and obligations, no implied covenants or obligations shall be read into this Agreement against the Companion Paying Agent. In Agent and, in the absence of bad faith on the part of the Companion Paying Agent, the Companion Paying Agent may conclusively rely, as to the truth and correctness of the statements or conclusions expressed therein, upon any resolutions, certificates, statements, opinions, reports, documents, orders or other instrument furnished to the Companion Paying Agent by any Person and which on their face do not contradict the requirements of this Agreement. (c) In If the case of each of Companion Paying Agent is also the Serviced Companion LoansMaster Servicer, upon the resignation or removal of the Master Servicer pursuant to Article VII of this Agreement, the Master Servicer, as the Companion Paying Agent, Agent shall be deemed simultaneously to resign or be removed. (d) This Section 3.32 shall survive the termination of this Agreement or the resignation or removal of the Companion Paying Agent, as regards to rights accrued prior to such resignation or removal.

Companion Paying Agent. (a) With respect to each of the Serviced Companion Loans, the Master The Servicer shall be the initial Companion Paying Agent hereunder. The Companion Paying Agent undertakes to perform such duties and only such duties as are specifically set forth in herein. The Companion Paying Agent shall promptly make available all reports delivered to it under this AgreementAgreement to the Companion Holder. (b) No provision of this Agreement shall be construed to relieve the Companion Paying Agent from liability for its own negligent failure to act, bad faith or its own willful misfeasance; provided, however, that the duties and obligations of the Companion Paying Agent shall be determined solely by the express provisions of this Agreement. The , the Companion Paying Agent shall not be liable except for the performance of such duties and obligations, no implied covenants or obligations shall be read into this Agreement against the Companion Paying Agent. In Agent and, in the absence of bad faith on the part of the Companion Paying Agent, the Companion Paying Agent may conclusively rely, as to the truth and correctness of the statements or conclusions expressed therein, upon any resolutions, certificates, statements, opinions, reports, documents, orders or other instrument furnished to the Companion Paying Agent by any Person and which on their face do not contradict the requirements of this Agreement. (c) In the case of each of the Serviced Companion Loans, upon Upon the resignation or removal of the Master Servicer pursuant to Article VII of this Agreement, the Master Servicer, as the Companion Paying Agent, Agent shall be deemed simultaneously to resign or be removed. (d) This Section 3.32 shall survive the termination of this Agreement or the resignation or removal of the Companion Paying Agent, as regards to rights accrued prior to such resignation or removal.

Companion Paying Agent. (a) With respect to each of the Serviced Companion Loans, the The Master Servicer shall be the initial Companion Paying Agent hereunder. The Companion Paying Agent undertakes to perform such duties and only such duties as are specifically set forth in herein. The Companion Paying Agent shall promptly make available to the Companion Holders all reports available to the Companion Paying Agent that the Trustee has made available to Certificateholders under this Agreement. (b) No provision of this Agreement shall be construed to relieve the Companion Paying Agent from liability for its own negligent failure to act, bad faith or its own willful misfeasance; provided, however, that the duties and obligations of the Companion Paying Agent shall be determined solely by the express provisions of this Agreement. The , the Companion Paying Agent shall not be liable except for the performance of such duties and obligations, no implied covenants or obligations shall be read into this Agreement against the Companion Paying Agent. In Agent and, in the absence of bad faith on the part of the Companion Paying Agent, the Companion Paying Agent may conclusively rely, as to the truth and correctness of the statements or conclusions expressed therein, upon any resolutions, certificates, statements, opinions, reports, documents, orders or other instrument furnished to the Companion Paying Agent by any Person and which on their face do not contradict the requirements of this Agreement. (c) In If the case of each of Companion Paying Agent is also the Serviced Companion LoansMaster Servicer, upon the resignation or removal of the Master Servicer pursuant to Article VII of this Agreement, the Master Servicer, as the Companion Paying Agent, Agent shall be deemed simultaneously to resign or be removed. (d) This Section 3.32 shall survive the termination of this Agreement or the resignation or removal of the Companion Paying Agent, as regards to rights accrued prior to such resignation or removal.

Companion Paying Agent. (a) With respect to each of the Serviced Companion Loans, the The Master Servicer shall be the initial Companion Paying Agent hereunder. The Companion Paying Agent undertakes to perform such duties and only such duties as are specifically set forth in herein. The Companion Paying Agent shall promptly make available to the Companion Holders (other than the holder of the Companion Loan relating to the 2006-C23 Serviced Mortgage Loan) all reports available to the Companion Paying Agent that the Trustee has made available to Certificateholders under this Agreement. (b) No provision of this Agreement shall be construed to relieve the Companion Paying Agent from liability for its own negligent failure to act, bad faith or its own willful misfeasance; provided, however, that the duties and obligations of the Companion Paying Agent shall be determined solely by the express provisions of this Agreement. The , the Companion Paying Agent shall not be liable except for the performance of such duties and obligations, no implied covenants or obligations shall be read into this Agreement against the Companion Paying Agent. In Agent and, in the absence of bad faith on the part of the Companion Paying Agent, the Companion Paying Agent may conclusively rely, as to the truth and correctness of the statements or conclusions expressed therein, upon any resolutions, certificates, statements, opinions, reports, documents, orders or other instrument furnished to the Companion Paying Agent by any Person and which on their face do not contradict the requirements of this Agreement. (c) In If the case of each of Companion Paying Agent is also the Serviced Companion LoansMaster Servicer, upon the resignation or removal of the Master Servicer pursuant to Article VII of this Agreement, the Master Servicer, as the Companion Paying Agent, Agent shall be deemed simultaneously to resign or be removed. (d) This Section 3.32 shall survive the termination of this Agreement or the resignation or removal of the Companion Paying Agent, as regards to rights accrued prior to such resignation or removal.

Companion Paying Agent. (a) With respect to each of the Serviced Companion Loans, the The Master Servicer shall be the initial Companion Paying Agent hereunder. The Companion Paying Agent undertakes to perform such duties and only such duties as are specifically set forth in herein. The Companion Paying Agent shall promptly make available to the Companion Holders (other than the holders of the Companion Loans relating to the 2004-C10 Serviced Mortgage Loan) all reports available to the Companion Paying Agent that the Trustee has made available to Certificateholders under this Agreement. (b) No provision of this Agreement shall be construed to relieve the Companion Paying Agent from liability for its own negligent failure to act, bad faith or its own willful misfeasance; provided, however, that the duties and obligations of the Companion Paying Agent shall be determined solely by the express provisions of this Agreement. The , the Companion Paying Agent shall not be liable except for the performance of such duties and obligations, no implied covenants or obligations shall be read into this Agreement against the Companion Paying Agent. In Agent and, in the absence of bad faith on the part of the Companion Paying Agent, the Companion Paying Agent may conclusively rely, as to the truth and correctness of the statements or conclusions expressed therein, upon any resolutions, certificates, statements, opinions, reports, documents, orders or other instrument furnished to the Companion Paying Agent by any Person and which on their face do not contradict the requirements of this Agreement. (c) In If the case of each of Companion Paying Agent is also the Serviced Companion LoansMaster Servicer, upon the resignation or removal of the Master Servicer pursuant to Article VII of under this Agreement, the Master Servicer, as the Companion Paying Agent, Agent shall be deemed simultaneously to resign or be removed. (d) This Section 3.32 shall survive the termination of this Agreement or the resignation or removal of the Companion Paying Agent, as regards to rights accrued prior to such resignation or removal.

Companion Paying Agent. (a) With respect to each of the Serviced Companion Loans, the Master Servicer The Trustee shall be the initial Companion Paying Agent hereunder. The Companion Paying Agent undertakes to perform such duties and only such duties as are specifically set forth in herein. The Companion Paying Agent shall promptly make available all reports delivered to it under this AgreementAgreement to the Companion Holder. (b) No provision of this Agreement shall be construed to relieve the Companion Paying Agent from liability for its own negligent failure to act, bad faith or its own willful misfeasance; provided, however, that the duties and obligations of the Companion Paying Agent shall be determined solely by the express provisions of this Agreement. The , the Companion Paying Agent shall not be liable except for the performance of such duties and obligations, no implied covenants or obligations shall be read into this Agreement against the Companion Paying Agent. In Agent and, in the absence of bad faith on the part of the part of the Companion Paying Agent, the Companion Paying Agent may conclusively rely, as to the truth and correctness of the statements or conclusions expressed therein, upon any resolutions, certificates, statements, opinions, reports, documents, orders or other instrument furnished to the Companion Paying Agent by any Person and which on their face do not contradict the requirements of this Agreement.. 217 (c) In the case of each of the Serviced Companion Loans, upon Upon the resignation or removal of the Master Servicer Trustee pursuant to Article VII VIII of this Agreement, the Master Servicer, as the Companion Paying Agent, Agent shall be deemed simultaneously to resign or be removed. (d) This Section 3.32 shall survive the termination of this Agreement or the resignation or removal of the Companion Paying Agent, as regards to rights accrued prior to such resignation or removal.

Companion Paying Agent. (a) With respect to each of the Serviced Companion Loans, the The Master Servicer shall be the Companion Paying Agent with respect to the Companion Loans related to Serviced Mortgage Loans that it is responsible for servicing hereunder. The Each Companion Paying Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreementherein. (b) No provision of this Agreement shall be construed to relieve the any Companion Paying Agent from liability for its negligent failure to act, bad faith or its own willful misfeasance; provided, however, that the duties and obligations of the each Companion Paying Agent shall be determined solely by the express provisions of this Agreement. The No Companion Paying Agent shall not be liable except for the performance of such duties and obligations, obligations and no implied covenants or obligations shall be read into this Agreement against the a Companion Paying Agent. In the absence of bad faith on the part of the a Companion Paying Agent, the such Companion Paying Agent may conclusively rely, as to the truth and correctness of the statements or conclusions expressed therein, upon any resolutions, certificates, statements, opinions, reports, documents, orders or other instrument furnished to the such Companion Paying Agent by any Person and which on their face do not contradict the requirements of this Agreement. (c) In the case of each of the Serviced Companion Loans, upon Upon the resignation or removal of the Master Servicer pursuant to Article VII of this Agreement, the Master Servicer, as the applicable Companion Paying Agent, Agent shall be deemed simultaneously to resign or be removed. (d) This Section 3.32 shall survive the termination of this Agreement or the resignation or removal of the a Companion Paying Agent, as regards to rights accrued prior to such resignation or removal.

Companion Paying Agent. (a) With respect to each of the Serviced Companion Loans, the each Master Servicer shall be the Companion Paying Agent hereunder. The Each Companion Paying Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreementherein. (b) No provision of this Agreement shall be construed to relieve the any Companion Paying Agent from liability for its negligent failure to act, bad faith or its own willful misfeasance; provided, however, that the duties and obligations of the each Companion Paying Agent shall be determined solely by the express provisions of this Agreement. The Each Companion Paying Agent shall not be liable except for the performance of such duties and obligations, no implied covenants or obligations shall be read into this Agreement against the a Companion Paying Agent. In the absence of bad faith on the part of the a Companion Paying Agent, the such Companion Paying Agent may conclusively rely, as to the truth and correctness of the statements or conclusions expressed therein, upon any resolutions, certificates, statements, opinions, reports, documents, orders or other instrument furnished to the such Companion Paying Agent by any Person and which on their face do not contradict the requirements of this Agreement. (c) In the case of each of the Serviced Companion Loans, upon the resignation or removal of the applicable Master Servicer pursuant to Article VII of this Agreement, the applicable Master Servicer, as the Companion Paying Agent, shall be deemed simultaneously to resign or be removed. (d) This Section 3.32 shall survive the termination of this Agreement or the resignation or removal of the a Companion Paying Agent, as regards to rights accrued prior to such resignation or removal.

Companion Paying Agent. (a) With respect to each of the Serviced Companion Loans, the The Master Servicer shall be the initial Companion Paying Agent hereunder. The Companion Paying Agent undertakes to perform such duties and only such duties as are specifically set forth in herein. The Companion Paying Agent shall promptly make available to the Companion Holders (other than the holders of the Companion Loan relating to the Non-Serviced Mortgage Loans) all reports available to the Companion Paying Agent that the Trustee has made available to Certificateholders under this Agreement. (b) No provision of this Agreement shall be construed to relieve the Companion Paying Agent from liability for its own negligent failure to act, bad faith or its own willful misfeasance; provided, however, that the duties and obligations of the Companion Paying Agent shall be determined solely by the express provisions of this Agreement. The , the Companion Paying Agent shall not be liable except for the performance of such duties and obligations, no implied covenants or obligations shall be read into this Agreement against the Companion Paying Agent. In Agent and, in the absence of bad faith on the part of the Companion Paying Agent, the Companion Paying Agent may conclusively rely, as to the truth and correctness of the statements or conclusions expressed therein, upon any resolutions, certificates, statements, opinions, reports, documents, orders or other instrument furnished to the Companion Paying Agent by any Person and which on their face do not contradict the requirements of this Agreement. (c) In If the case of each of Companion Paying Agent is also the Serviced Companion LoansMaster Servicer, upon the resignation or removal of the Master Servicer pursuant to Article VII of this Agreement, the Master Servicer, as the Companion Paying Agent, Agent shall be deemed simultaneously to resign or be removed. (d) This Section 3.32 shall survive the termination of this Agreement or the resignation or removal of the Companion Paying Agent, as regards to rights accrued prior to such resignation or removal.

Companion Paying Agent. (a) With respect to each of the Serviced Companion Loans, the Each Master Servicer shall be the Companion Paying Agent with respect to the Companion Loans related to Mortgage Loans that it is responsible for servicing hereunder. The Each Companion Paying Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreementherein. (b) No provision of this Agreement shall be construed to relieve the either Companion Paying Agent from liability for its negligent failure to act, bad faith or its own willful misfeasance; provided, however, that the duties and obligations of the each Companion Paying Agent shall be determined solely by the express provisions of this Agreement. The Neither Companion Paying Agent shall not be liable except for the performance of such duties and obligations, obligations and no implied covenants or obligations shall be read into this Agreement against the a Companion Paying Agent. In the absence of bad faith on the part of the a Companion Paying Agent, the such Companion Paying Agent may conclusively rely, as to the truth and correctness of the statements or conclusions expressed therein, upon any resolutions, certificates, statements, opinions, reports, documents, orders or other instrument furnished to the such Companion Paying Agent by any Person and which on their face do not contradict the requirements of this Agreement. (c) In the case of each of the Serviced Companion Loans, upon Upon the resignation or removal of the applicable Master Servicer pursuant to Article VII of this Agreement, the Master Servicer, as the applicable Companion Paying Agent, Agent shall be deemed simultaneously to resign or be removed. (d) This Section 3.32 shall survive the termination of this Agreement or the resignation or removal of the a Companion Paying Agent, as regards to rights accrued prior to such resignation or removal.