Common use of Sub-Servicing Agreements Between the Servicer and Sub-Servicers Clause in Contracts

Sub-Servicing Agreements Between the Servicer and Sub-Servicers. (a) The Servicer may enter into Sub‑Servicing Agreements provided (i) that such agreements would not result in a withdrawal or a downgrading by any Rating Agency of the ratings on any Class of Certificates, any of the Other NIM Notes or any of the Insured NIM Notes (without giving effect to any insurance policy issued by the NIMS Insurer), as evidenced by a letter to that effect delivered by each Rating Agency to the Depositor and the NIMS Insurer and (ii) that, except in the case of any Sub‑Servicing Agreements the Servicer may enter into with Washington Mutual, Inc. or any Affiliate thereof, the NIMS Insurer shall have consented to such Sub‑Servicing Agreements (which consent shall not be unreasonably withheld) with Sub‑Servicers, for the servicing and administration of the Mortgage Loans. The Trustee on behalf of the Trust is hereby authorized to acknowledge, at the request of the Servicer, any Sub‑Servicing Agreement that meets the requirements applicable to Sub‑Servicing Agreements set forth in this Agreement and that is otherwise permitted under this Agreement. Each Sub‑Servicer shall be (i) authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable such Sub‑Servicer to perform its obligations hereunder and under the related Sub‑Servicing Agreement, (ii) an institution approved as a mortgagee by the Department of Housing and Urban Development pursuant to Section 203 of the National Housing Act of 1934, as amended, or an institution the deposit accounts in which are insured by the FDIC and (iii) a Xxxxxx Xxx approved mortgage servicer. Each Sub‑Servicing Agreement must impose on the related Sub‑Servicer requirements conforming to the provisions set forth in Section 3.08. The Servicer will examine each Sub‑Servicing Agreement and will be familiar with the terms thereof. The terms of any Sub‑Servicing Agreement will not be inconsistent with any of the provisions of this Agreement. The Servicer and the Sub‑Servicers may enter into and make amendments to the Sub‑Servicing Agreements or enter into different forms of Sub‑Servicing Agreements; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of this Agreement, and that no such amendment or different form shall be made or entered into which could be reasonably expected to be materially adverse to the interests of the Certificateholders, without the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights. Any variation without the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights from the provisions set forth in Section 3.08 relating to credits and charges to the Sub‑Servicing Accounts or the timing and amount of remittances by the Sub‑Servicers to the Servicer are conclusively deemed to be inconsistent with this Agreement and therefore prohibited. The Servicer shall deliver to the NIMS Insurer and the Trustee copies of all Sub‑Servicing Agreements, and any amendments or modifications thereof, promptly upon the Servicer’s execution and delivery of such instruments.

Sub-Servicing Agreements Between the Servicer and Sub-Servicers. (a) The Servicer may enter into Sub‑Servicing Agreements arrange for the subservicing of any Mortgage Loan by a Sub- Servicer pursuant to a Sub-Servicing Agreement; provided (i) that such agreements would not result in a withdrawal or a downgrading by any Rating Agency sub-servicing arrangement and the terms of the ratings on any Class of Certificates, any of the Other NIM Notes or any of the Insured NIM Notes (without giving effect to any insurance policy issued by the NIMS Insurer), as evidenced by a letter to that effect delivered by each Rating Agency to the Depositor and the NIMS Insurer and (ii) that, except in the case of any Sub‑Servicing Agreements the Servicer may enter into with Washington Mutual, Inc. or any Affiliate thereof, the NIMS Insurer shall have consented to such Sub‑Servicing Agreements (which consent shall not be unreasonably withheld) with Sub‑Servicers, related Sub-Servicing Agreement must provide for the servicing and administration of such Mortgage Loans in a manner consistent with the Mortgage Loans. The Trustee on behalf of the Trust is hereby authorized to acknowledge, at the request of the Servicer, any Sub‑Servicing Agreement that meets the requirements applicable to Sub‑Servicing Agreements set forth in this Agreement and that is otherwise permitted under this Agreementservicing arrangements contemplated hereunder. Each Sub‑Servicer Sub-Servicer shall be (i) authorized to transact business in the state or states in which where the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable such Sub‑Servicer the Sub-Servicer to perform its obligations hereunder and under the related Sub‑Servicing Agreement, Sub-Servicing Agreement and (ii) an institution approved as a mortgagee by the Department of Housing and Urban Development pursuant to Section 203 of the National Housing Act of 1934, as amended, Freddie Mac or an institution the deposit accounts in which are insured by the FDIC and (iii) a Xxxxxx Xxx approved mortgage servicerFannie Mae apprxxxx xxrtgage sxxxxxxr. Each Sub‑Servicing Agreement must impose on the related Sub‑Servicer requirements conforming to Notwithstanding the provisions set forth in Section 3.08. The Servicer will examine each Sub‑Servicing Agreement and will be familiar with the terms thereof. The terms of any Sub‑Servicing Agreement will not be inconsistent with Sub-Servicing Agreement, any of the provisions of this Agreement. The Agreement relating to agreements or arrangements between the Servicer or a Sub-Servicer or reference to actions taken through the Servicer or otherwise, the Servicer shall remain obligated and liable to the Depositor, the Trustee and the Sub‑Servicers may enter into Certificateholders for the servicing and make amendments to administration of the Sub‑Servicing Agreements or enter into different forms of Sub‑Servicing Agreements; provided, however, that any such amendments or different forms shall be consistent Mortgage Loans in accordance with and not violate the provisions of this Agreement without diminution of such obligation or liability by virtue of such Sub-Servicing Agreements or arrangements or by virtue of indemnification from the Sub-Servicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans. Every Sub-Servicing Agreement entered into by the Servicer shall contain a provision giving the successor Servicer the option to terminate such agreement in the event a successor Servicer is appointed. All actions of each Sub-Servicer performed pursuant to the related Sub-Servicing Agreement shall be performed as an agent of the Servicer with the same force and effect as if performed directly by the Servicer. For purposes of this Agreement, and that no such amendment or different form the Servicer shall be made deemed to have received any collections, recoveries or entered into which could be reasonably expected to be materially adverse payments with respect to the interests Mortgage Loans that are received by a Sub-Servicer regardless of whether such payments are remitted by the Certificateholders, without the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights. Any variation without the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights from the provisions set forth in Section 3.08 relating to credits and charges Sub-Servicer to the Sub‑Servicing Accounts or the timing and amount of remittances by the Sub‑Servicers to the Servicer are conclusively deemed to be inconsistent with this Agreement and therefore prohibited. The Servicer shall deliver to the NIMS Insurer and the Trustee copies of all Sub‑Servicing Agreements, and any amendments or modifications thereof, promptly upon the Servicer’s execution and delivery of such instruments.

Sub-Servicing Agreements Between the Servicer and Sub-Servicers. (a) The Servicer may enter into Sub‑Servicing Agreements arrange for the subservicing of any Mortgage Loan by a Sub-Servicer pursuant to a Sub-Servicing Agreement; provided (i) that such agreements would not result in a withdrawal or a downgrading by any Rating Agency sub-servicing arrangement and the terms of the ratings on any Class of Certificates, any of the Other NIM Notes or any of the Insured NIM Notes (without giving effect to any insurance policy issued by the NIMS Insurer), as evidenced by a letter to that effect delivered by each Rating Agency to the Depositor and the NIMS Insurer and (ii) that, except in the case of any Sub‑Servicing Agreements the Servicer may enter into with Washington Mutual, Inc. or any Affiliate thereof, the NIMS Insurer shall have consented to such Sub‑Servicing Agreements (which consent shall not be unreasonably withheld) with Sub‑Servicers, related Sub-Servicing Agreement must provide for the servicing of such Mortgage Loans in a manner consistent with the servicing arrangements contemplated hereunder and administration the Servicer shall cause any Sub-Servicer to comply with the provisions of this Agreement (including, without limitation, to provide the Mortgage Loansinformation required to be delivered under Sections 3.17, 3.18 and 3.19 hereof), to the same extent as if such Sub-Servicer were the Servicer. The Trustee on behalf Servicer shall be responsible for obtaining from each Sub-Servicer and delivering to the Master Servicer any annual statement of the Trust is hereby authorized compliance, assessment of compliance, attestation report and Sxxxxxxx-Xxxxx related certification as and when required to acknowledge, at the request of the Servicer, any Sub‑Servicing Agreement that meets the requirements applicable to Sub‑Servicing Agreements set forth in this Agreement and that is otherwise permitted under this Agreementbe delivered. Each Sub‑Servicer Sub-Servicer shall be (i) authorized to transact business in the state or states in which where the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable such Sub‑Servicer the Sub-Servicer to perform its obligations hereunder and under the related Sub‑Servicing Agreement, Sub-Servicing Agreement and (ii) an institution approved as a mortgagee by the Department of Housing and Urban Development pursuant to Section 203 of the National Housing Act of 1934, as amended, Fxxxxxx Mac or an institution the deposit accounts in which are insured by the FDIC and (iii) a Xxxxxx Xxx Fxxxxx Mxx approved mortgage servicer. Each Sub‑Servicing Agreement must impose on the related Sub‑Servicer requirements conforming to Notwithstanding the provisions set forth in Section 3.08. The Servicer will examine each Sub‑Servicing Agreement and will be familiar with the terms thereof. The terms of any Sub‑Servicing Agreement will not be inconsistent with Sub-Servicing Agreement, any of the provisions of this Agreement. The Agreement relating to agreements or arrangements between the Servicer or a Sub-Servicer or reference to actions taken through the Servicer or otherwise, the Servicer shall remain obligated and liable to the Depositor, the Trustee and the Sub‑Servicers may enter into Certificateholders for the servicing and make amendments to administration of the Sub‑Servicing Agreements or enter into different forms of Sub‑Servicing Agreements; provided, however, that any such amendments or different forms shall be consistent Mortgage Loans in accordance with and not violate the provisions of this Agreement, Agreement without diminution of such obligation or liability by virtue of such Sub-Servicing Agreements or arrangements or by virtue of indemnification from the Sub-Servicer and that no to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans. Every Sub-Servicing Agreement entered into by the Servicer shall contain a provision giving the successor servicer the option to terminate such amendment or different form agreement in the event a successor servicer is appointed. All actions of each Sub-Servicer performed pursuant to the related Sub-Servicing Agreement shall be made or entered into which could be reasonably expected to be materially adverse to the interests performed as an agent of the Certificateholders, without Servicer with the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights. Any variation without the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights from the provisions set forth in Section 3.08 relating to credits same force and charges to the Sub‑Servicing Accounts or the timing and amount of remittances effect as if performed directly by the Sub‑Servicers to the Servicer are conclusively deemed to be inconsistent with this Agreement and therefore prohibited. The Servicer shall deliver to the NIMS Insurer and the Trustee copies of all Sub‑Servicing Agreements, and any amendments or modifications thereof, promptly upon the Servicer’s execution and delivery of such instruments.

Sub-Servicing Agreements Between the Servicer and Sub-Servicers. (a) The Servicer may enter into Sub‑Servicing Agreements arrange for the subservicing of any Mortgage Loan by a Sub- Servicer pursuant to a Sub-Servicing Agreement; provided (i) that such agreements would not result in a withdrawal or a downgrading by any Rating Agency sub-servicing arrangement and the terms of the ratings on any Class of Certificates, any of the Other NIM Notes or any of the Insured NIM Notes (without giving effect to any insurance policy issued by the NIMS Insurer), as evidenced by a letter to that effect delivered by each Rating Agency to the Depositor and the NIMS Insurer and (ii) that, except in the case of any Sub‑Servicing Agreements the Servicer may enter into with Washington Mutual, Inc. or any Affiliate thereof, the NIMS Insurer shall have consented to such Sub‑Servicing Agreements (which consent shall not be unreasonably withheld) with Sub‑Servicers, related Sub-Servicing Agreement must provide for the servicing of such Mortgage Loans in a manner consistent with the servicing arrangements contemplated hereunder and administration the Servicer shall cause any Sub-Servicer to comply with the provisions of this Agreement (including, without limitation, to provide the Mortgage Loansinformation required to be delivered under Sections 3.17, 3.18 and 3.19 hereof), to the same extent as if such Sub-Servicer were the Servicer. The Trustee on behalf Servicer shall be responsible for obtaining from each Sub-Servicer and delivering to the Master Servicer any annual statement of the Trust is hereby authorized compliance, assessment of compliance, attestation report and Xxxxxxxx-Xxxxx related certification as and when required to acknowledge, at the request of the Servicer, any Sub‑Servicing Agreement that meets the requirements applicable to Sub‑Servicing Agreements set forth in this Agreement and that is otherwise permitted under this Agreementbe delivered. Each Sub‑Servicer Sub-Servicer shall be (i) authorized to transact business in the state or states in which where the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable such Sub‑Servicer the Sub-Servicer to perform its obligations hereunder and under the related Sub‑Servicing Agreement, Sub-Servicing Agreement and (ii) an institution approved as a mortgagee by the Department of Housing and Urban Development pursuant to Section 203 of the National Housing Act of 1934, as amended, Xxxxxxx Mac or an institution the deposit accounts in which are insured by the FDIC and (iii) a Xxxxxx Xxx approved mortgage servicer. Each Sub‑Servicing Agreement must impose on the related Sub‑Servicer requirements conforming to Notwithstanding the provisions set forth in Section 3.08. The Servicer will examine each Sub‑Servicing Agreement and will be familiar with the terms thereof. The terms of any Sub‑Servicing Agreement will not be inconsistent with Sub-Servicing Agreement, any of the provisions of this Agreement. The Agreement relating to agreements or arrangements between the Servicer or a Sub-Servicer or reference to actions taken through the Servicer or otherwise, the Servicer shall remain obligated and liable to the Depositor, the Trustee and the Sub‑Servicers may enter into Certificateholders for the servicing and make amendments to administration of the Sub‑Servicing Agreements or enter into different forms of Sub‑Servicing Agreements; provided, however, that any such amendments or different forms shall be consistent Mortgage Loans in accordance with and not violate the provisions of this Agreement, Agreement without diminution of such obligation or liability by virtue of such Sub-Servicing Agreements or arrangements or by virtue of indemnification from the Sub-Servicer and that no to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans. Every Sub-Servicing Agreement entered into by the Servicer shall contain a provision giving the successor Servicer the option to terminate such amendment or different form agreement in the event a successor Servicer is appointed. All actions of each Sub-Servicer performed pursuant to the related Sub-Servicing Agreement shall be made or entered into which could be reasonably expected to be materially adverse to the interests performed as an agent of the Certificateholders, without Servicer with the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights. Any variation without the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights from the provisions set forth in Section 3.08 relating to credits same force and charges to the Sub‑Servicing Accounts or the timing and amount of remittances effect as if performed directly by the Sub‑Servicers to the Servicer are conclusively deemed to be inconsistent with this Agreement and therefore prohibited. The Servicer shall deliver to the NIMS Insurer and the Trustee copies of all Sub‑Servicing Agreements, and any amendments or modifications thereof, promptly upon the Servicer’s execution and delivery of such instruments.

Sub-Servicing Agreements Between the Servicer and Sub-Servicers. (a) The Servicer may enter into Sub‑Servicing Agreements arrange for the subservicing of any Mortgage Loan by a Sub- Servicer pursuant to a Sub-Servicing Agreement; provided (i) that such sub-servicing arrangement and the terms of the related Sub-Servicing Agreement must provide for the servicing of such Mortgage Loans in a manner consistent with the servicing arrangements contemplated hereunder and that such agreements would not result in a withdrawal or a downgrading by any Rating Agency of the ratings rating on any Class of Certificates, any of the Other NIM Notes or any of the Insured NIM Notes (without giving effect to any insurance policy issued by the NIMS Insurer), as evidenced by a letter to that effect delivered by each Rating Agency to the Depositor and the NIMS Insurer and (ii) that, except in the case of any Sub‑Servicing Agreements the Servicer may enter into with Washington Mutual, Inc. or any Affiliate thereof, the NIMS Insurer shall have consented to such Sub‑Servicing Agreements (which consent shall not be unreasonably withheld) with Sub‑Servicers, for the servicing and administration of the Mortgage Loans. The Trustee on behalf of the Trust is hereby authorized to acknowledge, at the request of the Servicer, any Sub‑Servicing Sub-Servicing Agreement that meets the requirements applicable to Sub‑Servicing Sub- Servicing Agreements set forth in this Agreement and that is otherwise permitted under this Agreement. Each Sub‑Servicer Sub-Servicer shall be (i) authorized to transact business in the state or states in which where the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable such Sub‑Servicer the Sub-Servicer to perform its obligations hereunder and under the related Sub‑Servicing Agreement, Sub-Servicing Agreement and (ii) an institution approved as a mortgagee by the Department of Housing and Urban Development pursuant to Section 203 of the National Housing Act of 1934, as amended, Xxxxxxx Mac or an institution the deposit accounts in which are insured by the FDIC and (iii) a Xxxxxx Xxx Mae approved mortgage servicer. Each Sub‑Servicing Agreement must impose on the related Sub‑Servicer requirements conforming to Notwithstanding the provisions set forth in Section 3.08. The Servicer will examine each Sub‑Servicing Agreement and will be familiar with the terms thereof. The terms of any Sub‑Servicing Agreement will not be inconsistent with Sub-Servicing Agreement, any of the provisions of this Agreement. The Agreement relating to agreements or arrangements between the Servicer or a Sub- Servicer or reference to actions taken through the Servicer or otherwise, the Servicer shall remain obligated and liable to the Depositor, the Trustee and the Sub‑Servicers may enter into Certificateholders for the servicing and make amendments to administration of the Sub‑Servicing Agreements or enter into different forms of Sub‑Servicing Agreements; provided, however, that any such amendments or different forms shall be consistent Mortgage Loans in accordance with and not violate the provisions of this Agreement without diminution of such obligation or liability by virtue of such Sub-Servicing Agreements or arrangements or by virtue of indemnification from the Sub-Servicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans. Every Sub-Servicing Agreement entered into by the Servicer shall contain a provision giving the successor Servicer the option to terminate such agreement in the event a successor Servicer is appointed. All actions of each Sub-Servicer performed pursuant to the related Sub-Servicing Agreement shall be performed as an agent of the Servicer with the same force and effect as if performed directly by the Servicer. For purposes of this Agreement, and that no such amendment or different form the Servicer shall be made deemed to have received any collections, recoveries or entered into which could be reasonably expected to be materially adverse payments with respect to the interests Mortgage Loans that are received by a Sub- Servicer regardless of whether such payments are remitted by the Certificateholders, without the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights. Any variation without the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights from the provisions set forth in Section 3.08 relating to credits and charges Sub-Servicer to the Sub‑Servicing Accounts or the timing and amount of remittances by the Sub‑Servicers to the Servicer are conclusively deemed to be inconsistent with this Agreement and therefore prohibited. The Servicer shall deliver to the NIMS Insurer and the Trustee copies of all Sub‑Servicing Agreements, and any amendments or modifications thereof, promptly upon the Servicer’s execution and delivery of such instruments.

Sub-Servicing Agreements Between the Servicer and Sub-Servicers. (a) The Servicer may enter into Sub‑Servicing Sub-Servicing Agreements (provided (i) that such agreements would not result in a withdrawal or a downgrading by any Rating Agency of the ratings on any Class of Certificates, any of the Other NIM Notes or any of the Insured NIM Notes (without giving effect to any insurance policy issued by the NIMS Insurer), as evidenced by a letter to that effect delivered by each Rating Agency to the Depositor and the NIMS Insurer and (ii) that, except in the case of any Sub‑Servicing Agreements the Servicer may enter into with Washington Mutual, Inc. or any Affiliate thereof, the NIMS Insurer shall have consented to such Sub‑Servicing Agreements (which consent shall not be unreasonably withheldTrustee) with Sub‑Servicersone or more Sub-Servicers, for the servicing and administration of the related Mortgage Loans. The Trustee on behalf of the Trust is hereby authorized to acknowledge, at the request of the Servicer, any Sub‑Servicing Sub-Servicing Agreement that meets the requirements applicable to Sub‑Servicing Sub-Servicing Agreements set forth in this Agreement and that is otherwise permitted under this Agreement. Each Sub‑Servicer Sub-Servicer shall be (i) authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable such Sub‑Servicer Sub-Servicer to perform its obligations hereunder and under the related Sub‑Servicing Sub-Servicing Agreement, (ii) an institution approved as a mortgagee mortgage loan originator by the Department of Federal Housing and Urban Development pursuant to Section 203 of the National Housing Act of 1934, as amended, Administration or an institution the deposit accounts in which are insured by the FDIC and (iii) a Xxxxxx Xxx approved mortgage servicerFreddie Mac or Fannie Mae approvex xxxxxage servxxxx. Each Sub‑Servicing Sub-Servicing Agreement must impose on the related Sub‑Servicer Sub-Servicer requirements conforming to the provisions set forth in Section 3.083.08 and provide for servicing of the related Mortgage Loans consistent with the terms of this Agreement. The Servicer will examine each Sub‑Servicing Sub-Servicing Agreement to which the Servicer is a party and will be familiar with the terms thereof. The terms of any Sub‑Servicing Sub-Servicing Agreement will not be inconsistent with any of the provisions of this Agreement. The Servicer and the Sub‑Servicers Sub-Servicer may enter into and make amendments to the Sub‑Servicing Agreements applicable Sub-Servicing Agreement or enter into different forms of Sub‑Servicing Sub- Servicing Agreements; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of this Agreement, and that no such amendment or different form shall be made or entered into which could be reasonably expected to be materially adverse to the interests of the Certificateholders, without the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights. Any variation without the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights from the provisions set forth in Section 3.08 relating to insurance or priority requirements of Sub-Servicing Accounts, or credits and charges to the Sub‑Servicing Sub-Servicing Accounts or the timing and amount of remittances by the Sub‑Servicers a Sub-Servicer to the Servicer Servicer, are conclusively deemed to be inconsistent with this Agreement and therefore prohibited. The Servicer shall deliver to the NIMS Insurer and the Trustee copies of all Sub‑Servicing Sub-Servicing Agreements, and any amendments or modifications thereof, promptly upon the Servicer’s 's execution and delivery of such instruments.

Sub-Servicing Agreements Between the Servicer and Sub-Servicers. (a) The Servicer may enter into Sub‑Servicing Agreements provided (i) that such agreements would not result in a withdrawal or a downgrading by any Rating Agency of the ratings on any Class of Certificates, any of the Other NIM Notes or any of the Insured NIM Notes (without giving effect to any insurance policy issued by the NIMS Insurer), as evidenced by a letter to that effect delivered by each Rating Agency to the Depositor Company and the NIMS Insurer and (ii) that, except in the case of any Sub‑Servicing Agreements the Servicer may enter into with Washington Mutual, Inc. or any Affiliate thereof, the NIMS Insurer shall have consented to such Sub‑Servicing Agreements (which consent shall not be unreasonably withheld) with Sub‑Servicers, for the servicing and administration of the Mortgage Loans. The Trustee Trustee, on behalf of the Trust Trust, is hereby authorized and directed to acknowledge, at the request of the Servicer, any Sub‑Servicing Agreement that (as certified to the Trustee by the Servicer) meets the requirements applicable to Sub‑Servicing Agreements set forth in this Agreement and that is otherwise permitted under this Agreement. Each Sub‑Servicer shall be (i) authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable such Sub‑Servicer to perform its obligations hereunder and under the related Sub‑Servicing Agreement, (ii) an institution approved as a mortgagee by the Department of Housing and Urban Development pursuant to Section 203 of the National Housing Act of 1934, as amended, or an institution the deposit accounts in which are insured by the FDIC and (iii) a Xxxxxx Xxx approved mortgage servicer. Each Sub‑Servicing Agreement must impose on the related Sub‑Servicer requirements conforming to the provisions set forth in Section 3.08. The Servicer will examine each Sub‑Servicing Agreement and will be familiar with the terms thereof. The terms of any Sub‑Servicing Agreement will not be inconsistent with any of the provisions of this Agreement. The Servicer and the Sub‑Servicers may enter into and make amendments to the Sub‑Servicing Agreements or enter into different forms of Sub‑Servicing Agreements; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of this Agreement, and that no such amendment or different form shall be made or entered into which could be reasonably expected to be materially adverse to the interests of the Certificateholders, without the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights. Any variation without the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights from the provisions set forth in Section 3.08 relating to credits and charges to the Sub‑Servicing Accounts or the timing and amount of remittances by the Sub‑Servicers to the Servicer are conclusively deemed to be inconsistent with this Agreement and therefore prohibited. The Servicer shall deliver to the NIMS Insurer and the Trustee copies of all Sub‑Servicing Agreements, and any amendments or modifications thereof, promptly upon the Servicer’s execution and delivery of such instruments.

Sub-Servicing Agreements Between the Servicer and Sub-Servicers. (a) The Servicer may enter into Sub‑Servicing Agreements arrange for the subservicing of any Mortgage Loan by a Sub- Servicer pursuant to a Sub-Servicing Agreement; provided (i) that such agreements would not result sub-servicing arrangement and the terms of the related Sub-Servicing Agreement must provide for the servicing of such Mortgage Loans in a withdrawal or a downgrading by manner consistent with the servicing arrangements contemplated hereunder. Notwithstanding the provisions of any Rating Agency of the ratings on any Class of CertificatesSub-Servicing Agreement, any of the Other NIM Notes provisions of this Agreement relating to agreements or any of arrangements between the Insured NIM Notes (without giving effect Servicer or a Sub-Servicer or reference to any insurance policy issued by actions taken through a Servicer or otherwise, the NIMS Insurer), as evidenced by a letter to that effect delivered by each Rating Agency Servicer shall remain obligated and liable to the Depositor Depositor, the Trustee and the NIMS Insurer and (ii) that, except in the case of any Sub‑Servicing Agreements the Servicer may enter into with Washington Mutual, Inc. or any Affiliate thereof, the NIMS Insurer shall have consented to such Sub‑Servicing Agreements (which consent shall not be unreasonably withheld) with Sub‑Servicers, Certificateholders for the servicing and administration of the Mortgage Loans. The Trustee on behalf of the Trust is hereby authorized to acknowledge, at the request of the Servicer, any Sub‑Servicing Agreement that meets the requirements applicable to Sub‑Servicing Agreements set forth Loans in this Agreement and that is otherwise permitted under this Agreement. Each Sub‑Servicer shall be (i) authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable such Sub‑Servicer to perform its obligations hereunder and under the related Sub‑Servicing Agreement, (ii) an institution approved as a mortgagee by the Department of Housing and Urban Development pursuant to Section 203 of the National Housing Act of 1934, as amended, or an institution the deposit accounts in which are insured by the FDIC and (iii) a Xxxxxx Xxx approved mortgage servicer. Each Sub‑Servicing Agreement must impose on the related Sub‑Servicer requirements conforming to the provisions set forth in Section 3.08. The Servicer will examine each Sub‑Servicing Agreement and will be familiar accordance with the terms thereof. The terms of any Sub‑Servicing Agreement will not be inconsistent with any of the provisions of this Agreement. The Agreement without diminution of such obligation or liability by virtue of such Sub-Servicing Agreements or arrangements or by virtue of indemnification from the Sub-Servicer and the Sub‑Servicers may enter into and make amendments to the Sub‑Servicing Agreements or enter same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans. Every Sub-Servicing Agreement entered into different forms by the Servicer shall contain a provision giving the successor Servicer the option to terminate such agreement in the event a successor Servicer is appointed. All actions of Sub‑Servicing Agreements; provided, however, that any such amendments or different forms each Sub-Servicer performed pursuant to the related Sub-Servicing Agreement shall be consistent performed as an agent of the Servicer with the same force and not violate effect as if performed directly by the provisions Servicer. For purposes of this Agreement, and that no such amendment or different form the Servicer shall be made deemed to have received any collections, recoveries or entered into which could be reasonably expected to be materially adverse payments with respect to the interests Mortgage Loans that are received by a Sub- Servicer regardless of whether such payments are remitted by the Certificateholders, without the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights. Any variation without the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights from the provisions set forth in Section 3.08 relating to credits and charges Sub-Servicer to the Sub‑Servicing Accounts or the timing and amount of remittances by the Sub‑Servicers to the Servicer are conclusively deemed to be inconsistent with this Agreement and therefore prohibited. The Servicer shall deliver to the NIMS Insurer and the Trustee copies of all Sub‑Servicing Agreements, and any amendments or modifications thereof, promptly upon the Servicer’s execution and delivery of such instruments.

Sub-Servicing Agreements Between the Servicer and Sub-Servicers. (a) The Servicer may enter into Sub‑Servicing Sub-Servicing Agreements (provided (i) that such agreements would not result in a withdrawal or a downgrading by any Rating Agency of the ratings on any Class of Certificates, any of the Other NIM Notes or any of the Insured NIM Notes (without giving effect to any insurance policy issued by the NIMS Insurer), as evidenced by a letter to that effect delivered by each Rating Agency to the Depositor and the NIMS Insurer and (ii) that, except in the case of any Sub‑Servicing Agreements the Servicer may enter into with Washington Mutual, Inc. or any Affiliate thereof, the NIMS Insurer shall have consented to such Sub‑Servicing Agreements (which consent shall not be unreasonably withheldTrustee) with Sub‑Servicersone or more Sub-Servicers, for the servicing and administration of the Mortgage Loans. The Trustee on behalf of the Trust is hereby authorized to acknowledge, at the request of the Servicer, any Sub‑Servicing Sub-Servicing Agreement that meets the requirements applicable to Sub‑Servicing Sub-Servicing Agreements set forth in this Agreement and that is otherwise permitted under this Agreement. Each Sub‑Servicer Sub-Servicer shall be (i) authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable such Sub‑Servicer the Sub-Servicer to perform its obligations hereunder and under the related Sub‑Servicing Sub-Servicing Agreement, (ii) an institution approved as a mortgagee mortgage loan originator by the Department of Federal Housing and Urban Development pursuant to Section 203 of the National Housing Act of 1934, as amended, Administration or an institution the deposit accounts in which are insured by the FDIC and (iii) a Xxxxxx Xxx Freddie Mac or Fannie Mae approved mortgage servicer. Each Sub‑Servicing Agreement must Sub-Serxxxxxx Agreemenx xxxx impose on the related Sub‑Servicer Sub-Servicer requirements conforming to the provisions set forth in Section 3.083.08 and provide for servicing of the Mortgage Loans consistent with the terms of this Agreement. The Servicer will examine each Sub‑Servicing Sub-Servicing Agreement and will be familiar with the terms thereof. The terms of any Sub‑Servicing Sub-Servicing Agreement will not be inconsistent with any of the provisions of this Agreement. The Servicer and the Sub‑Servicers Sub-Servicer may enter into and make amendments to the Sub‑Servicing Sub-Servicing Agreements or enter into different forms of Sub‑Servicing Sub-Servicing Agreements; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of this Agreement, and that no such amendment or different form shall be made or entered into which could be reasonably expected to be materially adverse to the interests of the Certificateholders, without the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights. Any variation without the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights from the provisions set forth in Section 3.08 relating to insurance or priority requirements of Sub-Servicing Accounts, or credits and charges to the Sub‑Servicing Sub-Servicing Accounts or the timing and amount of remittances by the Sub‑Servicers Sub-Servicer to the Servicer Servicer, are conclusively deemed to be inconsistent with this Agreement and therefore prohibited. The Servicer shall deliver to the NIMS Insurer and the Trustee copies of all Sub‑Servicing Sub-Servicing Agreements, and any amendments or modifications thereof, promptly upon the Servicer’s 's execution and delivery of such instruments.

Sub-Servicing Agreements Between the Servicer and Sub-Servicers. (a) The Servicer may enter into Sub‑Servicing Agreements arrange for the subservicing of any Mortgage Loan by a Sub- Servicer pursuant to a Sub-Servicing Agreement; provided (i) that such agreements would not result in a withdrawal or a downgrading by any Rating Agency sub-servicing arrangement and the terms of the ratings on any Class of Certificates, any of the Other NIM Notes or any of the Insured NIM Notes (without giving effect to any insurance policy issued by the NIMS Insurer), as evidenced by a letter to that effect delivered by each Rating Agency to the Depositor and the NIMS Insurer and (ii) that, except in the case of any Sub‑Servicing Agreements the Servicer may enter into with Washington Mutual, Inc. or any Affiliate thereof, the NIMS Insurer shall have consented to such Sub‑Servicing Agreements (which consent shall not be unreasonably withheld) with Sub‑Servicers, related Sub-Servicing Agreement must provide for the servicing and administration of such Mortgage Loans in a manner consistent with the Mortgage Loans. The Trustee on behalf of the Trust is hereby authorized to acknowledge, at the request of the Servicer, any Sub‑Servicing Agreement that meets the requirements applicable to Sub‑Servicing Agreements set forth in this Agreement and that is otherwise permitted under this Agreementservicing arrangements contemplated hereunder. Each Sub‑Servicer Sub-Servicer shall be (i) authorized to transact business in the state or states in which where the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable such Sub‑Servicer the Sub-Servicer to perform its obligations hereunder and under the related Sub‑Servicing Agreement, Sub-Servicing Agreement and (ii) an institution approved as a mortgagee by the Department of Housing and Urban Development pursuant to Section 203 of the National Housing Act of 1934, as amended, Frxxxxx Xac or an institution the deposit accounts in which are insured by the FDIC and (iii) a Xxxxxx Xxx Faxxxx Xae approved mortgage servicer. Each Sub‑Servicing Agreement must impose on the related Sub‑Servicer requirements conforming to Notwithstanding the provisions set forth in Section 3.08. The Servicer will examine each Sub‑Servicing Agreement and will be familiar with the terms thereof. The terms of any Sub‑Servicing Agreement will not be inconsistent with Sub-Servicing Agreement, any of the provisions of this Agreement. The Agreement relating to agreements or arrangements between the Servicer or a Sub-Servicer or reference to actions taken through the Servicer or otherwise, the Servicer shall remain obligated and liable to the Depositor, the Trustee and the Sub‑Servicers may enter into Certificateholders for the servicing and make amendments to administration of the Sub‑Servicing Agreements or enter into different forms of Sub‑Servicing Agreements; provided, however, that any such amendments or different forms shall be consistent Mortgage Loans in accordance with and not violate the provisions of this Agreement without diminution of such obligation or liability by virtue of such Sub-Servicing Agreements or arrangements or by virtue of indemnification from the Sub-Servicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans. Every Sub-Servicing Agreement entered into by the Servicer shall contain a provision giving the successor Servicer the option to terminate such agreement in the event a successor Servicer is appointed. All actions of each Sub-Servicer performed pursuant to the related Sub-Servicing Agreement shall be performed as an agent of the Servicer with the same force and effect as if performed directly by the Servicer. For purposes of this Agreement, and that no such amendment or different form the Servicer shall be made deemed to have received any collections, recoveries or entered into which could be reasonably expected to be materially adverse payments with respect to the interests Mortgage Loans that are received by a Sub-Servicer regardless of whether such payments are remitted by the Certificateholders, without the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights. Any variation without the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights from the provisions set forth in Section 3.08 relating to credits and charges Sub-Servicer to the Sub‑Servicing Accounts or Servicer. For purposes of this Agreement, the timing and amount of remittances by the Sub‑Servicers to the Servicer are conclusively Assignment Agreements shall not be deemed to be inconsistent with this Agreement and therefore prohibited. The Servicer shall deliver to the NIMS Insurer and the Trustee copies of all Sub‑Servicing Sub-Servicing Agreements, and any amendments or modifications thereof, promptly upon the Servicer’s execution and delivery of such instruments.

Sub-Servicing Agreements Between the Servicer and Sub-Servicers. (a) The Servicer may enter into Sub‑Servicing Agreements arrange for the subservicing of any Litton Mortgage Loan by a Sub- Xxxxxxer pursuant to a Sub-Servicing Agreement; provided (i) that such agreements would not result sub-servicing arrangement and the terms of the related Sub-Servicing Agreement must provide for the servicing of such Litton Mortgage Loans in a withdrawal or a downgrading by mannxx xxxsistent with the servicing arrangements contemplated hereunder. Notwithstanding the provisions of any Rating Agency of the ratings on any Class of CertificatesSub-Servicing Agreement, any of the Other NIM Notes provisions of this Agreement relating to agreements or any of arrangements between the Insured NIM Notes (without giving effect Servicer or a Sub-Servicer or reference to any insurance policy issued by actions taken through the NIMS Insurer)Servicer or otherwise, as evidenced by a letter to that effect delivered by each Rating Agency the Servicer shall remain obligated and liable to the Depositor Depositor, the Trustee and the NIMS Insurer and (ii) that, except in the case of any Sub‑Servicing Agreements the Servicer may enter into with Washington Mutual, Inc. or any Affiliate thereof, the NIMS Insurer shall have consented to such Sub‑Servicing Agreements (which consent shall not be unreasonably withheld) with Sub‑Servicers, Certificateholders for the servicing and administration of the Mortgage Loans. The Trustee on behalf of the Trust is hereby authorized to acknowledge, at the request of the Servicer, any Sub‑Servicing Agreement that meets the requirements applicable to Sub‑Servicing Agreements set forth Loans in this Agreement and that is otherwise permitted under this Agreement. Each Sub‑Servicer shall be (i) authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable such Sub‑Servicer to perform its obligations hereunder and under the related Sub‑Servicing Agreement, (ii) an institution approved as a mortgagee by the Department of Housing and Urban Development pursuant to Section 203 of the National Housing Act of 1934, as amended, or an institution the deposit accounts in which are insured by the FDIC and (iii) a Xxxxxx Xxx approved mortgage servicer. Each Sub‑Servicing Agreement must impose on the related Sub‑Servicer requirements conforming to the provisions set forth in Section 3.08. The Servicer will examine each Sub‑Servicing Agreement and will be familiar accordance with the terms thereof. The terms of any Sub‑Servicing Agreement will not be inconsistent with any of the provisions of this Agreement. The Agreement without diminution of such obligation or liability by virtue of such Sub-Servicing Agreements or arrangements or by virtue of indemnification from the Sub-Servicer and the Sub‑Servicers may enter into and make amendments to the Sub‑Servicing Agreements or enter same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans. Every Sub-Servicing Agreement entered into different forms by the Servicer shall contain a provision giving the successor Servicer the option to terminate such agreement in the event a successor Servicer is appointed. All actions of Sub‑Servicing Agreements; provided, however, that any such amendments or different forms each Sub-Servicer performed pursuant to the related Sub-Servicing Agreement shall be consistent performed as an agent of the Servicer with the same force and not violate effect as if performed directly by the provisions Servicer. For purposes of this Agreement, and that no such amendment or different form the Servicer shall be made deemed to have received any collections, recoveries or entered into which could be reasonably expected to be materially adverse payments with respect to the interests Litton Mortgage Loans that are xxxxxxed by a Sub- Servicer regardless of whether such payments are remitted by the Certificateholders, without the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights. Any variation without the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights from the provisions set forth in Section 3.08 relating to credits and charges Sub-Servicer to the Sub‑Servicing Accounts or the timing and amount of remittances by the Sub‑Servicers to the Servicer are conclusively deemed to be inconsistent with this Agreement and therefore prohibited. The Servicer shall deliver to the NIMS Insurer and the Trustee copies of all Sub‑Servicing Agreements, and any amendments or modifications thereof, promptly upon the Servicer’s execution and delivery of such instruments.

Sub-Servicing Agreements Between the Servicer and Sub-Servicers. (a) The Servicer may enter into Sub‑Servicing Agreements arrange for the subservicing of any Mortgage Loan by a Sub- Servicer pursuant to a Sub-Servicing Agreement; provided (i) that such agreements would not result in a withdrawal or a downgrading by any Rating Agency sub-servicing arrangement and the terms of the ratings on any Class of Certificates, any of the Other NIM Notes or any of the Insured NIM Notes (without giving effect to any insurance policy issued by the NIMS Insurer), as evidenced by a letter to that effect delivered by each Rating Agency to the Depositor and the NIMS Insurer and (ii) that, except in the case of any Sub‑Servicing Agreements the Servicer may enter into with Washington Mutual, Inc. or any Affiliate thereof, the NIMS Insurer shall have consented to such Sub‑Servicing Agreements (which consent shall not be unreasonably withheld) with Sub‑Servicers, related Sub-Servicing Agreement must provide for the servicing and administration of such Mortgage Loans in a manner consistent with the Mortgage Loans. The Trustee on behalf of the Trust is hereby authorized to acknowledge, at the request of the Servicer, any Sub‑Servicing Agreement that meets the requirements applicable to Sub‑Servicing Agreements set forth in this Agreement and that is otherwise permitted under this Agreementservicing arrangements contemplated hereunder. Each Sub‑Servicer Sub-Servicer shall be (i) authorized to transact business in the state or states in which where the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable such Sub‑Servicer the Sub-Servicer to perform its obligations hereunder and under the related Sub‑Servicing Agreement, Sub-Servicing Agreement and (ii) an institution approved as a mortgagee by the Department of Housing and Urban Development pursuant to Section 203 of the National Housing Act of 1934, as amended, Freddie Mac or an institution the deposit accounts in which are insured by the FDIC and (iii) a Xxxxxx Xxx approved mortgage servicerFannie Mae apprxxxx xxrtgage sxxxxxxr. Each Sub‑Servicing Agreement must impose on the related Sub‑Servicer requirements conforming to Notwithstanding the provisions set forth in Section 3.08. The Servicer will examine each Sub‑Servicing Agreement and will be familiar with the terms thereof. The terms of any Sub‑Servicing Agreement will not be inconsistent with Sub-Servicing Agreement, any of the provisions of this Agreement. The Agreement relating to agreements or arrangements between the Servicer or a Sub-Servicer or reference to actions taken through the Servicer or otherwise, the Servicer shall remain obligated and liable to the Depositor, the Trustee and the Sub‑Servicers may enter into Certificateholders for the servicing and make amendments to administration of the Sub‑Servicing Agreements or enter into different forms of Sub‑Servicing Agreements; provided, however, that any such amendments or different forms shall be consistent Mortgage Loans in accordance with and not violate the provisions of this Agreement without diminution of such obligation or liability by virtue of such Sub-Servicing Agreements or arrangements or by virtue of indemnification from the Sub-Servicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans. Every Sub-Servicing Agreement entered into by the Servicer shall contain a provision giving the successor Servicer the option to terminate such agreement in the event a successor Servicer is appointed. All actions of each Sub-Servicer performed pursuant to the related Sub-Servicing Agreement shall be performed as an agent of the Servicer with the same force and effect as if performed directly by the Servicer. For purposes of this Agreement, and that no such amendment or different form the Servicer shall be made deemed to have received any collections, recoveries or entered into which could be reasonably expected to be materially adverse payments with respect to the interests Mortgage Loans that are received by a Sub- Servicer regardless of whether such payments are remitted by the Certificateholders, without the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights. Any variation without the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights from the provisions set forth in Section 3.08 relating to credits and charges Sub-Servicer to the Sub‑Servicing Accounts or the timing and amount of remittances by the Sub‑Servicers to the Servicer are conclusively deemed to be inconsistent with this Agreement and therefore prohibited. The Servicer shall deliver to the NIMS Insurer and the Trustee copies of all Sub‑Servicing Agreements, and any amendments or modifications thereof, promptly upon the Servicer’s execution and delivery of such instruments.

Sub-Servicing Agreements Between the Servicer and Sub-Servicers. (a) The Servicer may enter into Sub‑Servicing Agreements arrange for the subservicing of any Mortgage Loan by a Sub- Servicer pursuant to a Sub-Servicing Agreement; provided (i) that such agreements would not result in a withdrawal or a downgrading by any Rating Agency sub-servicing arrangement and the terms of the ratings on any Class of Certificates, any of the Other NIM Notes or any of the Insured NIM Notes (without giving effect to any insurance policy issued by the NIMS Insurer), as evidenced by a letter to that effect delivered by each Rating Agency to the Depositor and the NIMS Insurer and (ii) that, except in the case of any Sub‑Servicing Agreements the Servicer may enter into with Washington Mutual, Inc. or any Affiliate thereof, the NIMS Insurer shall have consented to such Sub‑Servicing Agreements (which consent shall not be unreasonably withheld) with Sub‑Servicers, related Sub-Servicing Agreement must provide for the servicing of such Mortgage Loans in a manner consistent with the servicing arrangements contemplated hereunder and administration the Servicer shall cause any Sub-Servicer to comply with the provisions of this Agreement (including, without limitation, to provide the Mortgage Loansinformation required to be delivered under Sections 3.17, 3.18 and 3.19 hereof), to the same extent as if such Sub-Servicer were the Servicer. The Trustee on behalf Servicer shall be responsible for obtaining from each Sub-Servicer and delivering to the Master Servicer any annual statement of the Trust is hereby authorized compliance, assessment of compliance, attestation report and Sxxxxxxx-Xxxxx related certification as and when required to acknowledge, at the request of the Servicer, any Sub‑Servicing Agreement that meets the requirements applicable to Sub‑Servicing Agreements set forth in this Agreement and that is otherwise permitted under this Agreementbe delivered. Each Sub‑Servicer Sub-Servicer shall be (i) authorized to transact business in the state or states in which where the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable such Sub‑Servicer the Sub-Servicer to perform its obligations hereunder and under the related Sub‑Servicing Agreement, Sub-Servicing Agreement and (ii) an institution approved as a mortgagee by the Department of Housing and Urban Development pursuant to Section 203 of the National Housing Act of 1934, as amended, Fxxxxxx Mac or an institution the deposit accounts in which are insured by the FDIC and (iii) a Xxxxxx Xxx Fxxxxx Mxx approved mortgage servicer. Each Sub‑Servicing Agreement must impose on the related Sub‑Servicer requirements conforming to Notwithstanding the provisions set forth in Section 3.08. The Servicer will examine each Sub‑Servicing Agreement and will be familiar with the terms thereof. The terms of any Sub‑Servicing Agreement will not be inconsistent with Sub-Servicing Agreement, any of the provisions of this Agreement. The Agreement relating to agreements or arrangements between the Servicer or a Sub-Servicer or reference to actions taken through the Servicer or otherwise, the Servicer shall remain obligated and liable to the Depositor, the Trustee and the Sub‑Servicers may enter into Certificateholders for the servicing and make amendments to administration of the Sub‑Servicing Agreements or enter into different forms of Sub‑Servicing Agreements; provided, however, that any such amendments or different forms shall be consistent Mortgage Loans in accordance with and not violate the provisions of this Agreement, Agreement without diminution of such obligation or liability by virtue of such Sub-Servicing Agreements or arrangements or by virtue of indemnification from the Sub-Servicer and that no to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans. Every Sub-Servicing Agreement entered into by the Servicer shall contain a provision giving the successor Servicer the option to terminate such amendment or different form agreement in the event a successor Servicer is appointed. All actions of each Sub-Servicer performed pursuant to the related Sub-Servicing Agreement shall be made or entered into which could be reasonably expected to be materially adverse to the interests performed as an agent of the Certificateholders, without Servicer with the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights. Any variation without the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights from the provisions set forth in Section 3.08 relating to credits same force and charges to the Sub‑Servicing Accounts or the timing and amount of remittances effect as if performed directly by the Sub‑Servicers to the Servicer are conclusively deemed to be inconsistent with this Agreement and therefore prohibited. The Servicer shall deliver to the NIMS Insurer and the Trustee copies of all Sub‑Servicing Agreements, and any amendments or modifications thereof, promptly upon the Servicer’s execution and delivery of such instruments.

Sub-Servicing Agreements Between the Servicer and Sub-Servicers. (a) The Servicer may enter into Sub‑Servicing Sub-Servicing Agreements (provided that (i) that such agreements would not result in a withdrawal or a downgrading by any Rating Agency of the ratings on any Class of Certificates, any of the Other NIM Notes or any of the Insured NIM Notes (without giving effect to any insurance policy issued by the NIMS Insurer), as evidenced by a letter to that effect delivered by each Rating Agency to the Depositor and the NIMS Insurer Trustee and (ii) that, except in the case of any Sub‑Servicing Agreements the Servicer may enter into with Washington Mutual, Inc. or any Affiliate thereof, the NIMS NIMs Insurer shall have consented to such Sub‑Servicing Agreements (Sub-Servicing Agreement, which consent shall not be unreasonably withheld) with Sub‑ServicersSub-Servicers, for the servicing and administration of the Mortgage Loans. The Trustee on behalf of the Trust is hereby authorized to acknowledge, at the request of the Servicer, any Sub‑Servicing Sub-Servicing Agreement that meets the requirements applicable to Sub‑Servicing Sub-Servicing Agreements set forth in this Agreement and that is otherwise permitted under this Agreement. Each Sub‑Servicer Sub-Servicer shall be (i) authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable such Sub‑Servicer the Sub-Servicer to perform its obligations hereunder and under the related Sub‑Servicing Sub-Servicing Agreement, (ii) an institution approved as a mortgagee Mortgage Loan originator by the Department of Federal Housing and Urban Development pursuant to Section 203 of the National Housing Act of 1934, as amended, Administration or an institution the deposit accounts in which are insured by the FDIC and (iii) a Xxxxxx Xxx Freddie Mac or Fannie Mae approved mortgage servicerxxxxxxge servixxx. Each Sub‑Servicing Xach Sub-Servicing Agreement must impose on the related Sub‑Servicer Sub-Servicer requirements conforming to the provisions set forth in Section 3.083.08 and provide for servicing of the Mortgage Loans consistent with the terms of this Agreement. The Servicer will examine each Sub‑Servicing Sub-Servicing Agreement and will be familiar with the terms thereof. The terms of any Sub‑Servicing Sub-Servicing Agreement will not be inconsistent with any of the provisions of this Agreement. The Servicer and the Sub‑Servicers Sub-Servicers may enter into and make amendments to the Sub‑Servicing Sub-Servicing Agreements or enter into different forms of Sub‑Servicing Sub-Servicing Agreements; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of this Agreement, and that no such amendment or different form shall be made or entered into which could be reasonably expected to be materially adverse to the interests of the Certificateholders, without the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights. Any variation without the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights from the provisions set forth in Section 3.08 relating to insurance or priority requirements of Sub-Servicing Accounts, or credits and charges to the Sub‑Servicing Sub-Servicing Accounts or the timing and amount of remittances by the Sub‑Servicers Sub-Servicers to the Servicer Servicer, are conclusively deemed to be inconsistent with this Agreement and therefore prohibited. The Servicer shall deliver to the NIMS Insurer and the Trustee copies of all Sub‑Servicing Sub-Servicing Agreements, and any amendments or modifications thereof, promptly upon the Servicer’s 's execution and delivery of such instruments.

Sub-Servicing Agreements Between the Servicer and Sub-Servicers. (a) The Servicer may enter into Sub‑Servicing Agreements arrange for the subservicing of any Mortgage Loan by a Sub-Servicer pursuant to a Sub-Servicing Agreement; provided (i) that such sub-servicing arrangement and the terms of the related Sub-Servicing Agreement must provide for the servicing of such Mortgage Loans in a manner consistent with the servicing arrangements contemplated hereunder and that such agreements would not result in a withdrawal or a downgrading by any Rating Agency of the ratings rating on any Class of Certificates, any of the Other NIM Notes or any of the Insured NIM Notes (without giving effect to any insurance policy issued by the NIMS Insurer), as evidenced by a letter to that effect delivered by each Rating Agency to the Depositor and the NIMS Insurer and (ii) that, except in the case of any Sub‑Servicing Agreements the Servicer may enter into with Washington Mutual, Inc. or any Affiliate thereof, the NIMS Insurer shall have consented to such Sub‑Servicing Agreements (which consent shall not be unreasonably withheld) with Sub‑Servicers, for the servicing and administration of the Mortgage Loans. The Trustee on behalf of the Trust is hereby authorized to acknowledge, at the request of the Servicer, any Sub‑Servicing Sub-Servicing Agreement that meets the requirements applicable to Sub‑Servicing Sub- Servicing Agreements set forth in this Agreement and that is otherwise permitted under this Agreement. Each Sub‑Servicer Sub-Servicer shall be (i) authorized to transact business in the state or states in which where the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable such Sub‑Servicer the Sub-Servicer to perform its obligations hereunder and under the related Sub‑Servicing Agreement, Sub-Servicing Agreement and (ii) an institution approved as a mortgagee by the Department of Housing and Urban Development pursuant to Section 203 of the National Housing Act of 1934, as amended, Xxxxxxx Mac or an institution the deposit accounts in which are insured by the FDIC and (iii) a Xxxxxx Xxx Mae approved mortgage servicer. Each Sub‑Servicing Agreement must impose on the related Sub‑Servicer requirements conforming to Notwithstanding the provisions set forth in Section 3.08. The Servicer will examine each Sub‑Servicing Agreement and will be familiar with the terms thereof. The terms of any Sub‑Servicing Agreement will not be inconsistent with Sub-Servicing Agreement, any of the provisions of this Agreement. The Agreement relating to agreements or arrangements between the Servicer or a Sub- Servicer or reference to actions taken through the Servicer or otherwise, the Servicer shall remain obligated and liable to the Depositor, the Trustee and the Sub‑Servicers may enter into Certificateholders for the servicing and make amendments to administration of the Sub‑Servicing Agreements or enter into different forms of Sub‑Servicing Agreements; provided, however, that any such amendments or different forms shall be consistent Mortgage Loans in accordance with and not violate the provisions of this Agreement without diminution of such obligation or liability by virtue of such Sub-Servicing Agreements or arrangements or by virtue of indemnification from the Sub-Servicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans. Every Sub-Servicing Agreement entered into by the Servicer shall contain a provision giving the successor Servicer the option to terminate such agreement in the event a successor Servicer is appointed. All actions of each Sub-Servicer performed pursuant to the related Sub-Servicing Agreement shall be performed as an agent of the Servicer with the same force and effect as if performed directly by the Servicer. For purposes of this Agreement, and that no such amendment or different form the Servicer shall be made deemed to have received any collections, recoveries or entered into which could be reasonably expected to be materially adverse payments with respect to the interests Mortgage Loans that are received by a Sub- Servicer regardless of whether such payments are remitted by the Certificateholders, without the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights. Any variation without the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights from the provisions set forth in Section 3.08 relating to credits and charges Sub-Servicer to the Sub‑Servicing Accounts or the timing and amount of remittances by the Sub‑Servicers to the Servicer are conclusively deemed to be inconsistent with this Agreement and therefore prohibited. The Servicer shall deliver to the NIMS Insurer and the Trustee copies of all Sub‑Servicing Agreements, and any amendments or modifications thereof, promptly upon the Servicer’s execution and delivery of such instruments.

Sub-Servicing Agreements Between the Servicer and Sub-Servicers. (a) The Servicer may enter into Sub‑Servicing Agreements arrange for the subservicing of any Mortgage Loan by a Sub-Servicer pursuant to a Sub-Servicing Agreement; provided (i) that such sub-servicing arrangement and the terms of the related Sub-Servicing Agreement must provide for the servicing of such Mortgage Loans in a manner consistent with the servicing arrangements contemplated hereunder and that such agreements would not result in a withdrawal or a downgrading by any Rating Agency of the ratings rating on any Class of Certificates, any of the Other NIM Notes or any of the Insured NIM Notes (without giving effect to any insurance policy issued by the NIMS Insurer), as evidenced by a letter to that effect delivered by each Rating Agency to the Depositor and the NIMS Insurer and (ii) that, except in the case of any Sub‑Servicing Agreements the Servicer may enter into with Washington Mutual, Inc. or any Affiliate thereof, the NIMS Insurer shall have consented to such Sub‑Servicing Agreements (which consent shall not be unreasonably withheld) with Sub‑Servicers, for the servicing and administration of the Mortgage Loans. The Trustee on behalf of the Trust is hereby authorized to acknowledge, at the request of the Servicer, any Sub‑Servicing Sub-Servicing Agreement that meets the requirements applicable to Sub‑Servicing Sub- Servicing Agreements set forth in this Agreement and that is otherwise permitted under this Agreement. Each Sub‑Servicer Sub-Servicer shall be (i) authorized to transact business in the state or states in which where the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable such Sub‑Servicer the Sub-Servicer to perform its obligations hereunder and under the related Sub‑Servicing Agreement, Sub-Servicing Agreement and (ii) an institution approved as a mortgagee by the Department of Housing and Urban Development pursuant to Section 203 of the National Housing Act of 1934, as amended, Freddie Mac or an institution the deposit accounts in which are insured by the FDIC and (iii) a Xxxxxx Xxx Fannie Mae approved mortgage servicer. Each Sub‑Servicing Agreement must impose on the related Sub‑Servicer requirements conforming to the provisions set forth in Section 3.08. The Servicer will examine each Sub‑Servicing Agreement and will be familiar with the terms thereof. The terms of any Sub‑Servicing Agreement will not be inconsistent with Notwithstanding txx xxxxisions ox xxx Sub-Servicing Agreement, any of the provisions of this Agreement. The Agreement relating to agreements or arrangements between the Servicer or a Sub- Servicer or reference to actions taken through the Servicer or otherwise, the Servicer shall remain obligated and liable to the Depositor, the Trustee and the Sub‑Servicers may enter into Certificateholders for the servicing and make amendments to administration of the Sub‑Servicing Agreements or enter into different forms of Sub‑Servicing Agreements; provided, however, that any such amendments or different forms shall be consistent Mortgage Loans in accordance with and not violate the provisions of this Agreement without diminution of such obligation or liability by virtue of such Sub-Servicing Agreements or arrangements or by virtue of indemnification from the Sub-Servicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans. Every Sub-Servicing Agreement entered into by the Servicer shall contain a provision giving the successor Servicer the option to terminate such agreement in the event a successor Servicer is appointed. All actions of each Sub-Servicer performed pursuant to the related Sub-Servicing Agreement shall be performed as an agent of the Servicer with the same force and effect as if performed directly by the Servicer. For purposes of this Agreement, and that no such amendment or different form the Servicer shall be made deemed to have received any collections, recoveries or entered into which could be reasonably expected to be materially adverse payments with respect to the interests Mortgage Loans that are received by a Sub- Servicer regardless of whether such payments are remitted by the Certificateholders, without the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights. Any variation without the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights from the provisions set forth in Section 3.08 relating to credits and charges Sub-Servicer to the Sub‑Servicing Accounts or the timing and amount of remittances by the Sub‑Servicers to the Servicer are conclusively deemed to be inconsistent with this Agreement and therefore prohibited. The Servicer shall deliver to the NIMS Insurer and the Trustee copies of all Sub‑Servicing Agreements, and any amendments or modifications thereof, promptly upon the Servicer’s execution and delivery of such instruments.

Sub-Servicing Agreements Between the Servicer and Sub-Servicers. (a) The Servicer may enter into Sub‑Servicing Sub-Servicing Agreements (provided (i) that such agreements would not result in a withdrawal or a downgrading downgrade by any Rating Agency of the ratings on any Class of Certificates, any of the Other NIM Notes or any of the Insured NIM Notes (without giving effect to any insurance policy issued by the NIMS Insurer), as evidenced by a letter to that effect delivered by each Rating Agency to the Depositor Certificates and the NIMS Insurer and (ii) that, except in the case of any Sub‑Servicing Agreements the Servicer may enter into with Washington Mutual, Inc. or any Affiliate thereof, the NIMS Insurer shall have consented to such Sub‑Servicing Agreements (which consent shall not be unreasonably withheldSub-Servicing Agreement) with Sub‑ServicersSub-Servicers, for the servicing and administration of the Mortgage Loans. The Trustee on behalf of the Trust is hereby authorized to acknowledgeinitial Sub-Servicer shall be AMC Mortgage Services, at the request of the Servicer, any Sub‑Servicing Agreement that meets the requirements applicable to Sub‑Servicing Agreements set forth in this Agreement and that is otherwise permitted under this Agreement. Inc. Each Sub‑Servicer Sub-Servicer shall be (i) authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable such Sub‑Servicer the Sub-Servicer to perform its obligations hereunder and under the related Sub‑Servicing Sub-Servicing Agreement, (ii) an institution approved as a mortgagee mortgage loan originator by the Department of Federal Housing and Urban Development pursuant to Section 203 of the National Housing Act of 1934, as amended, Administration or an institution the deposit accounts in which are insured by the FDIC and (iii) a Xxxxxx Xxx Freddie Mac or Fannie Mae approved mortgage servicer. Each Sub‑Servicing Agreement must impose Sub-Servicixx Xxxxement muxx xxxose on the related Sub‑Servicer Sub-Servicer requirements conforming to the provisions set forth in Section 3.086.11 and provide for servicing of the Mortgage Loans consistent with the terms of this Agreement. The Servicer will shall examine each Sub‑Servicing Sub-Servicing Agreement and will shall be familiar with the terms thereof. The terms of any Sub‑Servicing Sub-Servicing Agreement will shall not be inconsistent with any of the provisions of this Agreement. The Servicer and the Sub‑Servicers Sub-Servicers may enter into and make amendments to the Sub‑Servicing Sub-Servicing Agreements or enter into different forms of Sub‑Servicing Sub-Servicing Agreements; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of this Agreement, and that no such amendment or different form shall be made or entered into which could be reasonably expected to be materially adverse to the interests of the Certificateholders, without the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights. Any variation without the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights from the provisions set forth in Section 3.08 6.11, provisions relating to insurance in Section 3.12 or priority requirements of Sub-Servicing Accounts, or credits and charges to the Sub‑Servicing Sub-Servicing Accounts or the timing and amount of remittances by the Sub‑Servicers Sub-Servicers to the Servicer Servicer, are conclusively deemed to be inconsistent with this Agreement and therefore prohibited. The Servicer shall deliver to the Trustee and the NIMS Insurer and the Trustee copies of all Sub‑Servicing Sub-Servicing Agreements, and any amendments or modifications thereof, promptly upon the Servicer’s 's execution and delivery of such instruments.

Sub-Servicing Agreements Between the Servicer and Sub-Servicers. (a) The Servicer may enter into Sub‑Servicing Sub-Servicing Agreements (provided (i) that such agreements would not result in a withdrawal or a downgrading downgrade by any Rating Agency of the ratings on any Class of Certificates, any of the Other NIM Notes or any of the Insured NIM Notes (without giving effect to any insurance policy issued by the NIMS Insurer), as evidenced by a letter to that effect delivered by each Rating Agency to the Depositor and the NIMS Insurer and (ii) that, except in the case of any Sub‑Servicing Agreements the Servicer may enter into with Washington Mutual, Inc. or any Affiliate thereof, the NIMS Insurer shall have consented to such Sub‑Servicing Agreements (which consent shall not be unreasonably withheld) with Sub‑ServicersSub-Servicers, for the servicing and administration of the Mortgage Loans. The Trustee on behalf of the Trust is hereby authorized to acknowledge, at the request of the Servicer, any Sub‑Servicing Agreement that meets the requirements applicable to Sub‑Servicing Agreements set forth in this Agreement and that is otherwise permitted under this Agreement. Each Sub‑Servicer Sub-Servicer shall be (i) authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable such Sub‑Servicer the Sub-Servicer to perform its obligations hereunder and under the related Sub‑Servicing Sub-Servicing Agreement, (ii) an institution approved as a mortgagee mortgage loan originator by the Department of Federal Housing and Urban Development pursuant to Section 203 of the National Housing Act of 1934, as amended, Administration or an institution the deposit accounts in which are insured by the FDIC and (iii) a Xxxxxx Xxx Freddie Mac or Fannie Mae approved mortgage servicer. Each Sub‑Servicing Agreement must impose Sub-Servicixx Xxxxement muxx xxxose on the related Sub‑Servicer Sub-Servicer requirements conforming to the provisions set forth in Section 3.086.11 and provide for servicing of the Mortgage Loans consistent with the terms of this Agreement. The Servicer will shall examine each Sub‑Servicing Sub-Servicing Agreement and will shall be familiar with the terms thereof. The terms of any Sub‑Servicing Sub-Servicing Agreement will shall not be inconsistent with any of the provisions of this Agreement. The Servicer and the Sub‑Servicers Sub-Servicers may enter into and make amendments to the Sub‑Servicing Sub-Servicing Agreements or enter into different forms of Sub‑Servicing Sub-Servicing Agreements; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of this Agreement, and that no such amendment or different form shall be made or entered into which could be reasonably expected to be materially adverse to the interests of the Certificateholders, without the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights. Any variation without the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights from the provisions set forth in Section 3.08 6.11, provisions relating to insurance in Section 3.10 or priority requirements of Sub-Servicing Accounts, or credits and charges to the Sub‑Servicing Sub-Servicing Accounts or the timing and amount of remittances by the Sub‑Servicers Sub-Servicers to the Servicer Servicer, are conclusively deemed to be inconsistent with this Agreement and therefore prohibited. The Servicer shall deliver to the NIMS Insurer Trustee and the Trustee Depositor copies of all Sub‑Servicing Sub-Servicing Agreements, and any amendments or modifications thereof, promptly upon the Servicer’s 's execution and delivery of such instruments.

Sub-Servicing Agreements Between the Servicer and Sub-Servicers. (a) The Servicer may enter into Sub‑Servicing Sub-Servicing Agreements (provided (i) that such agreements would not result in a withdrawal or a downgrading downgrade by any Rating Agency of the ratings on any Class of Certificates, any of the Other NIM Notes or any of the Insured NIM Notes (without giving effect to any insurance policy issued by the NIMS Insurer), as evidenced by a letter to that effect delivered by each Rating Agency to the Depositor Certificates and the NIMS Insurer and (ii) that, except in the case of any Sub‑Servicing Agreements the Servicer may enter into with Washington Mutual, Inc. or any Affiliate thereof, the NIMS Insurer shall have consented to such Sub‑Servicing Agreements (which consent shall not be unreasonably withheldSub-Servicing Agreement) with Sub‑ServicersSub-Servicers, for the servicing and administration of the Mortgage Loans. The Trustee on behalf of the Trust is hereby authorized to acknowledge, at the request of the Servicer, any Sub‑Servicing Agreement that meets the requirements applicable to Sub‑Servicing Agreements set forth in this Agreement and that is otherwise permitted under this Agreement. Each Sub‑Servicer Sub-Servicer shall be (i) authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable such Sub‑Servicer the Sub-Servicer to perform its obligations hereunder and under the related Sub‑Servicing Sub-Servicing Agreement, (ii) an institution approved as a mortgagee mortgage loan originator by the Department of Federal Housing and Urban Development pursuant to Section 203 of the National Housing Act of 1934, as amended, Administration or an institution the deposit accounts in which are insured by the FDIC and (iii) a Xxxxxxx Mac or Xxxxxx Xxx Mae approved mortgage servicer. Each Sub‑Servicing Sub-Servicing Agreement must impose on the related Sub‑Servicer Sub-Servicer requirements conforming to the provisions set forth in Section 3.086.11 and provide for servicing of the Mortgage Loans consistent with the terms of this Agreement. The Servicer will shall examine each Sub‑Servicing Sub-Servicing Agreement and will shall be familiar with the terms thereof. The terms of any Sub‑Servicing Sub-Servicing Agreement will shall not be inconsistent with any of the provisions of this Agreement. The Servicer and the Sub‑Servicers Sub-Servicers may enter into and make amendments to the Sub‑Servicing Sub-Servicing Agreements or enter into different forms of Sub‑Servicing Sub-Servicing Agreements; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of this Agreement, and that no such amendment or different form shall be made or entered into which could be reasonably expected to be materially adverse to the interests of the Certificateholders, without the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights. Any variation without the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights from the provisions set forth in Section 3.08 6.11, provisions relating to insurance in Section 3.10 or priority requirements of Sub-Servicing Accounts, or credits and charges to the Sub‑Servicing Sub-Servicing Accounts or the timing and amount of remittances by the Sub‑Servicers Sub-Servicers to the Servicer Servicer, are conclusively deemed to be inconsistent with this Agreement and therefore prohibited. The Servicer shall deliver to the Trustee and the NIMS Insurer and the Trustee copies of all Sub‑Servicing Sub-Servicing Agreements, and any amendments or modifications thereof, promptly upon the Servicer’s 's execution and delivery of such instruments. Notwithstanding the foregoing, the parties hereto agree that until the Servicing Transfer Date, Ameriquest Mortgage Company shall be a Sub-Servicer of the Mortgage Loans.

Sub-Servicing Agreements Between the Servicer and Sub-Servicers. (a) The Servicer may enter into Sub‑Servicing Sub-Servicing Agreements (provided (i) that such agreements would not result in a withdrawal or a downgrading by any Rating Agency of the ratings rating on any Class of Certificates, any of the Other NIM Notes or any of the Insured NIM Notes (without giving effect to any insurance policy issued by the NIMS Insurer), as evidenced by a letter to that effect delivered by each Rating Agency to the Depositor and the NIMS Insurer and (ii) that, except in the case of any Sub‑Servicing Agreements the Servicer may enter into with Washington Mutual, Inc. or any Affiliate thereof, the NIMS Insurer shall have consented to such Sub‑Servicing Agreements (which consent shall not be unreasonably withheldNotes) with Sub‑ServicersSub-Servicers, for the servicing and administration of the Mortgage Loans. The Trustee Notwithstanding the foregoing, in connection with the transfer of servicing to the Master Servicer on behalf of the Trust is hereby authorized to acknowledgeTransfer Date, at the request of the Servicer, Master Servicer as successor Servicer can appoint Wilshire Credit Corporation ("WCC") as a Sub-Servicer without any Sub‑Servicing Agreement that meets the requirements applicable to Sub‑Servicing Agreements set forth in this Agreement and that is otherwise permitted under this Agreementapproval. Each Sub‑Servicer Sub-Servicer shall be (i) authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable such Sub‑Servicer the Sub-Servicer to perform its obligations hereunder and under the related Sub‑Servicing Sub-Servicing Agreement, (ii) an institution approved as a mortgagee mortgage loan originator by the Department of Federal Housing and Urban Development pursuant to Section 203 of the National Housing Act of 1934, as amended, Administration or an institution the deposit accounts in of which are insured by the FDIC and (iii) a Xxxxxxx Mac or Xxxxxx Xxx Mae approved mortgage servicer. Each Sub‑Servicing Sub-Servicing Agreement must impose on the related Sub‑Servicer Sub-Servicer requirements conforming to the provisions set forth in Section 3.083.08 and provide for servicing of the Mortgage Loans consistent with the terms of this Agreement. The Servicer will examine each Sub‑Servicing Sub-Servicing Agreement and will be familiar with the terms thereof. The terms of any Sub‑Servicing Sub-Servicing Agreement will not be inconsistent with any of the provisions of this Agreement. The Servicer and the Sub‑Servicers Sub-Servicers may enter into and make amendments to the Sub‑Servicing Sub-Servicing Agreements or enter into different forms of Sub‑Servicing Sub-Servicing Agreements; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of this Agreement, and that no such amendment or different form shall be made or entered into which could be reasonably expected to be materially adverse to the interests of the CertificateholdersNoteholders, without the consent of the Holders of Certificates Notes entitled to at least 66% of the Voting Rights. Any variation without the consent of the Holders of Certificates Notes entitled to at least 66% of the Voting Rights from the provisions set forth in Section 3.08 relating to insurance or priority requirements of Sub-Servicing Accounts, or credits and charges to the Sub‑Servicing Sub- Servicing Accounts or the timing and amount of remittances by the Sub‑Servicers Sub-Servicers to the Servicer Servicer, are conclusively deemed to be inconsistent with this Agreement and therefore prohibited. The Servicer shall deliver to the NIMS Insurer Master Servicer, the Indenture Trustee and the Owner Trustee copies of all Sub‑Servicing Sub-Servicing Agreements, and any amendments or modifications thereof, promptly upon the Servicer’s 's execution and delivery of such instrumentsinstruments (other than any Sub-Servicing Agreement between the Master Servicer and WCC).

Sub-Servicing Agreements Between the Servicer and Sub-Servicers. (a) The Servicer may enter into Sub‑Servicing Sub-Servicing Agreements (provided (i) that such agreements would not result in a withdrawal or a downgrading by any the Rating Agency of the ratings rating on any Class of Certificates, any of the Other NIM Notes or any of the Insured NIM Notes (without giving effect to any insurance policy issued by the NIMS Insurer), as evidenced by a letter to that effect delivered by each Rating Agency to the Depositor and the NIMS Insurer and (ii) that, except in the case of any Sub‑Servicing Agreements the Servicer may enter into with Washington Mutual, Inc. or any Affiliate thereof, the NIMS Insurer shall have consented to such Sub‑Servicing Agreements (which consent shall not be unreasonably withheld) with Sub‑ServicersSub-Servicers, for the servicing and administration of the Mortgage Loans. The Trustee on behalf of the Trust is hereby authorized to acknowledge, at the request of the Servicer, any Sub‑Servicing Agreement that meets the requirements applicable to Sub‑Servicing Agreements set forth in this Agreement and that is otherwise permitted under this Agreement. Each Sub‑Servicer Sub-Servicer shall be (i) authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable such Sub‑Servicer the Sub-Servicer to perform its obligations hereunder and under the related Sub‑Servicing Sub- Servicing Agreement, (ii) an institution approved as a mortgagee mortgage loan originator by the Department of Federal Housing and Urban Development pursuant to Section 203 of the National Housing Act of 1934, as amended, Administration or an institution the deposit accounts in of which are insured by the FDIC and (iii) a Xxxxxx Xxx approved mortgage Freddie Mac or Fannie Mxx xxxxoved morxxxxx servicer. Each Sub‑Servicing Sub-Servicing Agreement must impose on the related Sub‑Servicer Sub-Servicer requirements conforming to the provisions set forth in Section 3.083.08 and provide for servicing of the Mortgage Loans consistent with the terms of this Agreement. The Servicer will examine each Sub‑Servicing Sub-Servicing Agreement and will be familiar with the terms thereof. The terms of any Sub‑Servicing Sub-Servicing Agreement will not be inconsistent with any of the provisions of this Agreement. The Servicer and the Sub‑Servicers Sub-Servicers may enter into and make amendments to the Sub‑Servicing Sub- Servicing Agreements or enter into different forms of Sub‑Servicing Sub-Servicing Agreements; providedPROVIDED, howeverHOWEVER, that any such amendments or different forms shall be consistent with and not violate the provisions of this Agreement, and that no such amendment or different form shall be made or entered into which could be reasonably expected to be materially adverse to the interests of the Certificateholders, without the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights. Any variation without the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights from the provisions set forth in Section 3.08 relating to insurance or priority requirements of Sub-Servicing Accounts, or credits and charges to the Sub‑Servicing Sub-Servicing Accounts or the timing and amount of remittances by the Sub‑Servicers Sub-Servicers to the Servicer Servicer, are conclusively deemed to be inconsistent with this Agreement and therefore prohibited. The Servicer shall deliver to the NIMS Insurer Trust Administrator and the Trustee copies of all Sub‑Servicing Sub-Servicing Agreements, and any amendments or modifications thereof, promptly upon the Servicer’s 's execution and delivery of such instruments.

Sub-Servicing Agreements Between the Servicer and Sub-Servicers. (a) The Servicer may enter into Sub‑Servicing Sub-Servicing Agreements provided (i) that such agreements would not result in a withdrawal or a downgrading by any Rating Agency of the ratings on any Class of Certificates, any of the Other NIM Notes or any of the Insured NIM Notes (without giving effect to any insurance policy issued by the NIMS Insurer), as evidenced by a letter to that effect delivered by each Rating Agency to the Depositor and the NIMS Insurer and (ii) that, except in the case of any Sub‑Servicing Sub-Servicing Agreements the Servicer may enter into with Washington Mutual, Inc. or any Affiliate thereof, the NIMS Insurer shall have consented to such Sub‑Servicing Sub-Servicing Agreements (which consent shall not be unreasonably withheld) with Sub‑ServicersSub-Servicers, for the servicing and administration of the Mortgage Loans. The Trustee on behalf of the Trust is hereby authorized to acknowledge, at the request of the Servicer, any Sub‑Servicing Sub-Servicing Agreement that meets the requirements applicable to Sub‑Servicing Sub-Servicing Agreements set forth in this Agreement and that is otherwise permitted under this Agreement. Each Sub‑Servicer Sub-Servicer shall be (i) authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable such Sub‑Servicer Sub-Servicer to perform its obligations hereunder and under the related Sub‑Servicing Sub-Servicing Agreement, (ii) an institution approved as a mortgagee by the Department of Housing and Urban Development pursuant to Section 203 of the National Housing Act of 1934, as amended, or an institution the deposit accounts in which are insured by the FDIC and (iii) a Xxxxxx Xxx approved mortgage servicer. Each Sub‑Servicing Sub-Servicing Agreement must impose on the related Sub‑Servicer Sub-Servicer requirements conforming to the provisions set forth in Section 3.08. The Servicer will examine each Sub‑Servicing Sub-Servicing Agreement and will be familiar with the terms thereof. The terms of any Sub‑Servicing Sub-Servicing Agreement will not be inconsistent with any of the provisions of this Agreement. The Servicer and the Sub‑Servicers Sub-Servicers may enter into and make amendments to the Sub‑Servicing Sub-Servicing Agreements or enter into different forms of Sub‑Servicing Sub-Servicing Agreements; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of this Agreement, and that no such amendment or different form shall be made or entered into which could be reasonably expected to be materially adverse to the interests of the Certificateholders, without the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights. Any variation without the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights from the provisions set forth in Section 3.08 relating to credits and charges to the Sub‑Servicing Sub-Servicing Accounts or the timing and amount of remittances by the Sub‑Servicers Sub-Servicers to the Servicer are conclusively deemed to be inconsistent with this Agreement and therefore prohibited. The Servicer shall deliver to the NIMS Insurer and the Trustee copies of all Sub‑Servicing Sub-Servicing Agreements, and any amendments or modifications thereof, promptly upon the Servicer’s execution and delivery of such instruments.

Sub-Servicing Agreements Between the Servicer and Sub-Servicers. (a) The Servicer may enter into Sub‑Servicing Sub-Servicing Agreements (provided (i) that such agreements would not result in a withdrawal or a downgrading downgrade by any Rating Agency of the ratings on any Class of Certificates, any of the Other NIM Notes or any of the Insured NIM Notes (without giving effect to any insurance policy issued by the NIMS Insurer), as evidenced by a letter to that effect delivered by each Rating Agency to the Depositor and the NIMS Insurer and (ii) that, except in the case of any Sub‑Servicing Agreements the Servicer may enter into with Washington Mutual, Inc. or any Affiliate thereof, the NIMS Insurer shall have consented to such Sub‑Servicing Agreements (which consent shall not be unreasonably withheld) with Sub‑ServicersSub-Servicers, for the servicing and administration of the Mortgage Loans. The Trustee on behalf of the Trust is hereby authorized to acknowledge, at the request of the Servicer, any Sub‑Servicing Agreement that meets the requirements applicable to Sub‑Servicing Agreements set forth in this Agreement and that is otherwise permitted under this Agreement. Each Sub‑Servicer Sub-Servicer shall be (i) authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable such Sub‑Servicer the Sub-Servicer to perform its obligations hereunder and under the related Sub‑Servicing Agreement, Sub-Servicing Agreement and (ii) an institution approved as a mortgagee by the Department of Housing and Urban Development pursuant to Section 203 of the National Housing Act of 1934, as amended, Xxxxxxx Mac or an institution the deposit accounts in which are insured by the FDIC and (iii) a Xxxxxx Xxx Mae approved mortgage servicer. Each Sub‑Servicing Sub-Servicing Agreement must impose on the related Sub‑Servicer Sub-Servicer requirements conforming to the provisions set forth in Section 3.086.11 and provide for servicing of the Mortgage Loans consistent with the terms of this Agreement. The Servicer will shall examine each Sub‑Servicing Sub-Servicing Agreement and will shall be familiar with the terms thereof. The terms of any Sub‑Servicing Sub-Servicing Agreement will shall not be inconsistent with any of the provisions of this Agreement. The Servicer and the Sub‑Servicers Sub-Servicers may enter into and make amendments to the Sub‑Servicing Sub-Servicing Agreements or enter into different forms of Sub‑Servicing Sub-Servicing Agreements; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of this Agreement, and that no such amendment or different form shall be made or entered into which could be reasonably expected to be materially adverse to the interests of the Certificateholders, without the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights. Any variation without the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights from the provisions set forth in Section 3.08 6.11, provisions relating to insurance in Section 3.10 or priority requirements of Sub-Servicing Accounts, or credits and charges to the Sub‑Servicing Sub-Servicing Accounts or the timing and amount of remittances by the Sub‑Servicers Sub-Servicers to the Servicer Servicer, are conclusively deemed to be inconsistent with this Agreement and therefore prohibited. The Servicer shall deliver to the Trustee, the Depositor and the NIMS Insurer and the Trustee copies of all Sub‑Servicing Sub-Servicing Agreements, and any amendments or modifications thereof, promptly upon the Servicer’s execution and delivery of such instruments.

Sub-Servicing Agreements Between the Servicer and Sub-Servicers. (a) The Servicer may enter into Sub‑Servicing Sub-Servicing Agreements (provided (i) that such agreements would not result in a withdrawal or a downgrading downgrade by any Rating Agency of the ratings on any Class of Certificates, any of the Other NIM Notes or any of the Insured NIM Notes (without giving effect to any insurance policy issued by the NIMS Insurer), as evidenced by a letter to that effect delivered by each Rating Agency to the Depositor and the NIMS Insurer and (ii) that, except in the case of any Sub‑Servicing Agreements the Servicer may enter into with Washington Mutual, Inc. or any Affiliate thereof, the NIMS Insurer shall have consented to such Sub‑Servicing Agreements (which consent shall not be unreasonably withheld) with Sub‑ServicersSub-Servicers, for the servicing and administration of the Mortgage Loans. The Trustee on behalf of the Trust is hereby authorized to acknowledge, at the request of the Servicer, any Sub‑Servicing Agreement that meets the requirements applicable to Sub‑Servicing Agreements set forth in this Agreement and that is otherwise permitted under this Agreement. Each Sub‑Servicer Sub-Servicer shall be (i) authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable such Sub‑Servicer the Sub-Servicer to perform its obligations hereunder and under the related Sub‑Servicing Sub-Servicing Agreement, (ii) an institution approved as a mortgagee mortgage loan originator by the Department of Federal Housing and Urban Development pursuant to Section 203 of the National Housing Act of 1934, as amended, Administration or an institution the deposit accounts in which are insured by the FDIC and (iii) a Xxxxxxx Mac or Xxxxxx Xxx Mae approved mortgage servicer. Each Sub‑Servicing Sub-Servicing Agreement must impose on the related Sub‑Servicer Sub-Servicer requirements conforming to the provisions set forth in Section 3.086.11 and provide for servicing of the Mortgage Loans consistent with the terms of this Agreement. The Servicer will shall examine each Sub‑Servicing Sub-Servicing Agreement and will shall be familiar with the terms thereof. The terms of any Sub‑Servicing Sub-Servicing Agreement will shall not be inconsistent with any of the provisions of this Agreement. The Servicer and the Sub‑Servicers Sub-Servicers may enter into and make amendments to the Sub‑Servicing Sub-Servicing Agreements or enter into different forms of Sub‑Servicing Sub-Servicing Agreements; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of this Agreement, and that no such amendment or different form shall be made or entered into which could be reasonably expected to be materially adverse to the interests of the Certificateholders, without the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights. Any variation without the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights from the provisions set forth in Section 3.08 6.11, provisions relating to insurance in Section 3.10 or priority requirements of Sub-Servicing Accounts, or credits and charges to the Sub‑Servicing Sub-Servicing Accounts or the timing and amount of remittances by the Sub‑Servicers Sub-Servicers to the Servicer Servicer, are conclusively deemed to be inconsistent with this Agreement and therefore prohibited. The Servicer shall deliver to the NIMS Insurer Trustee and the Trustee Depositor copies of all Sub‑Servicing Sub-Servicing Agreements, and any amendments or modifications thereof, promptly upon the Servicer’s 's execution and delivery of such instruments.

Sub-Servicing Agreements Between the Servicer and Sub-Servicers. (a) The Servicer may enter into Sub‑Servicing Agreements arrange for the subservicing of any Mortgage Loan by a Sub- Servicer pursuant to a Sub-Servicing Agreement; provided (i) that such agreements would not result in a withdrawal or a downgrading by any Rating Agency sub-servicing arrangement and the terms of the ratings on any Class of Certificates, any of the Other NIM Notes or any of the Insured NIM Notes (without giving effect to any insurance policy issued by the NIMS Insurer), as evidenced by a letter to that effect delivered by each Rating Agency to the Depositor and the NIMS Insurer and (ii) that, except in the case of any Sub‑Servicing Agreements the Servicer may enter into with Washington Mutual, Inc. or any Affiliate thereof, the NIMS Insurer shall have consented to such Sub‑Servicing Agreements (which consent shall not be unreasonably withheld) with Sub‑Servicers, related Sub-Servicing Agreement must provide for the servicing and administration of such Mortgage Loans in a manner consistent with the Mortgage Loans. The Trustee on behalf of the Trust is hereby authorized to acknowledge, at the request of the Servicer, any Sub‑Servicing Agreement that meets the requirements applicable to Sub‑Servicing Agreements set forth in this Agreement and that is otherwise permitted under this Agreementservicing arrangements contemplated hereunder. Each Sub‑Servicer Sub-Servicer shall be (i) authorized to transact business in the state or states in which where the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable such Sub‑Servicer the Sub-Servicer to perform its obligations hereunder and under the related Sub‑Servicing Agreement, Sub-Servicing Agreement and (ii) an institution approved as a mortgagee by the Department of Housing and Urban Development pursuant to Section 203 of the National Housing Act of 1934, as amended, Freddie Mac or an institution the deposit accounts in which are insured by the FDIC and (iii) a Xxxxxx Xxx Fannie Mae approved mortgage servicer. Each Sub‑Servicing Agreement must impose on the related Sub‑Servicer requirements conforming to the provisions set forth in Section 3.08. The Servicer will examine each Sub‑Servicing Agreement and will be familiar with the terms thereof. The terms of any Sub‑Servicing Agreement will not be inconsistent with Notwithstanding xxx xxxvisions xx xxx Sub-Servicing Agreement, any of the provisions of this Agreement. The Agreement relating to agreements or arrangements between the Servicer or a Sub- Servicer or reference to actions taken through the Servicer or otherwise, the Servicer shall remain obligated and liable to the Depositor, the Trustee and the Sub‑Servicers may enter into Certificateholders for the servicing and make amendments to administration of the Sub‑Servicing Agreements or enter into different forms of Sub‑Servicing Agreements; provided, however, that any such amendments or different forms shall be consistent Mortgage Loans in accordance with and not violate the provisions of this Agreement without diminution of such obligation or liability by virtue of such Sub-Servicing Agreements or arrangements or by virtue of indemnification from the Sub-Servicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans. Every Sub-Servicing Agreement entered into by the Servicer shall contain a provision giving the successor Servicer the option to terminate such agreement in the event a successor Servicer is appointed. All actions of each Sub-Servicer performed pursuant to the related Sub-Servicing Agreement shall be performed as an agent of the Servicer with the same force and effect as if performed directly by the Servicer. For purposes of this Agreement, and that no such amendment or different form the Servicer shall be made deemed to have received any collections, recoveries or entered into which could be reasonably expected to be materially adverse payments with respect to the interests Mortgage Loans that are received by a Sub- Servicer regardless of whether such payments are remitted by the Certificateholders, without the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights. Any variation without the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights from the provisions set forth in Section 3.08 relating to credits and charges Sub-Servicer to the Sub‑Servicing Accounts or the timing and amount of remittances by the Sub‑Servicers to the Servicer are conclusively deemed to be inconsistent with this Agreement and therefore prohibited. The Servicer shall deliver to the NIMS Insurer and the Trustee copies of all Sub‑Servicing Agreements, and any amendments or modifications thereof, promptly upon the Servicer’s execution and delivery of such instruments.

Sub-Servicing Agreements Between the Servicer and Sub-Servicers. (a) The Servicer may enter into Sub‑Servicing Sub-Servicing Agreements (provided (i) that such agreements would not result in a withdrawal or a downgrading by any Rating Agency of the ratings rating on any Class of Certificates, any of the Other NIM Notes or any of the Insured NIM Notes (without giving effect to any insurance policy issued by the NIMS Insurer), as evidenced by a letter to that effect delivered by each Rating Agency to the Depositor and the NIMS Insurer and (ii) that, except in the case of any Sub‑Servicing Agreements the Servicer may enter into with Washington Mutual, Inc. or any Affiliate thereof, the NIMS Insurer shall have consented to such Sub‑Servicing Agreements (which consent shall not be unreasonably withheldNotes) with Sub‑ServicersSub-Servicers, for the servicing and administration of the Mortgage Loans. The Trustee on behalf of the Trust is hereby authorized to acknowledge, at the request of the Servicer, any Sub‑Servicing Agreement that meets the requirements applicable to Sub‑Servicing Agreements set forth in this Agreement and that is otherwise permitted under this Agreement. Each Sub‑Servicer Sub-Servicer shall be (i) authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable such Sub‑Servicer the Sub-Servicer to perform its obligations hereunder and under the related Sub‑Servicing Sub-Servicing Agreement, (ii) an institution approved as a mortgagee mortgage loan originator by the Department of Federal Housing and Urban Development pursuant to Section 203 of the National Housing Act of 1934, as amended, Administration or an institution the deposit accounts in of which are insured by the FDIC and (iii) a Xxxxxxx Mac or Xxxxxx Xxx Mae approved mortgage servicer. Each Sub‑Servicing Sub-Servicing Agreement must impose on the related Sub‑Servicer Sub-Servicer requirements conforming to the provisions set forth in Section 3.083.08 and provide for servicing of the Mortgage Loans consistent with the terms of this Agreement. The Servicer will examine each Sub‑Servicing Sub-Servicing Agreement and will be familiar with the terms thereof. The terms of any Sub‑Servicing Sub-Servicing Agreement will not be inconsistent with any of the provisions of this Agreement. The Servicer and the Sub‑Servicers Sub-Servicers may enter into and make amendments to the Sub‑Servicing Sub-Servicing Agreements or enter into different forms of Sub‑Servicing Sub-Servicing Agreements; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of this Agreement, and that no such amendment or different form shall be made or entered into which could be reasonably expected to be materially adverse to the interests of the CertificateholdersNoteholders, without the consent of the Holders of Certificates Notes entitled to at least 66% of the Voting Rights. Any variation without the consent of the Holders of Certificates Notes entitled to at least 66% of the Voting Rights from the provisions set forth in Section 3.08 relating to insurance or priority requirements of Sub-Servicing Accounts, or credits and charges to the Sub‑Servicing Sub- Servicing Accounts or the timing and amount of remittances by the Sub‑Servicers Sub-Servicers to the Servicer Servicer, are conclusively deemed to be inconsistent with this Agreement and therefore prohibited. The Servicer shall deliver to the NIMS Insurer Master Servicer, the Indenture Trustee and the Owner Trustee copies of all Sub‑Servicing Sub-Servicing Agreements, and any amendments or modifications thereof, promptly upon the Servicer’s 's execution and delivery of such instruments.

Sub-Servicing Agreements Between the Servicer and Sub-Servicers. (a) The Servicer may enter into Sub‑Servicing Agreements provided (i) that such agreements would not result in a withdrawal or a downgrading by any Rating Agency of the ratings on any Class of Certificates, any of the Other NIM Notes or any of the Insured NIM Notes (without giving effect to any insurance policy issued by the NIMS Insurer), as evidenced by a letter to that effect delivered by each Rating Agency to the Depositor and the NIMS Insurer and (ii) that, except in the case of any Sub‑Servicing Agreements the Servicer may enter into with Washington Mutual, Inc. or any Affiliate thereof, the NIMS Insurer shall have consented to such Sub‑Servicing Agreements (which consent shall not be unreasonably withheld) with Sub‑Servicers, for the servicing and administration of the Mortgage Loans. The Trustee on behalf of the Trust is hereby authorized to acknowledge, at the request of the Servicer, any Sub‑Servicing Agreement that meets the requirements applicable to Sub‑Servicing Agreements set forth in this Agreement and that is otherwise permitted under this Agreement. Each Sub‑Servicer shall be (i) authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable such Sub‑Servicer to perform its obligations hereunder and under the related Sub‑Servicing Agreement, (ii) an institution approved as a mortgagee by the Department of Housing and Urban Development pursuant to Section 203 of the National Housing Act of 1934, as amended, or an institution the deposit accounts in which are insured by the FDIC and (iii) a Xxxxxx Xxx Fxxxxx Mxx approved mortgage servicer. Each Sub‑Servicing Agreement must impose on the related Sub‑Servicer requirements conforming to the provisions set forth in Section 3.08. The Servicer will examine each Sub‑Servicing Agreement and will be familiar with the terms thereof. The terms of any Sub‑Servicing Agreement will not be inconsistent with any of the provisions of this Agreement. The Servicer and the Sub‑Servicers may enter into and make amendments to the Sub‑Servicing Agreements or enter into different forms of Sub‑Servicing Agreements; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of this Agreement, and that no such amendment or different form shall be made or entered into which could be reasonably expected to be materially adverse to the interests of the Certificateholders, without the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights. Any variation without the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights from the provisions set forth in Section 3.08 relating to credits and charges to the Sub‑Servicing Accounts or the timing and amount of remittances by the Sub‑Servicers to the Servicer are conclusively deemed to be inconsistent with this Agreement and therefore prohibited. The Servicer shall deliver to the NIMS Insurer and the Trustee copies of all Sub‑Servicing Agreements, and any amendments or modifications thereof, promptly upon the Servicer’s execution and delivery of such instruments.

Sub-Servicing Agreements Between the Servicer and Sub-Servicers. (a) The Servicer may enter into Sub‑Servicing Agreements arrange for the subservicing of any Mortgage Loan by a Sub-Servicer pursuant to a Sub-Servicing Agreement; provided (i) that such agreements would not result in a withdrawal or a downgrading by any Rating Agency sub-servicing arrangement and the terms of the ratings on any Class of Certificates, any of the Other NIM Notes or any of the Insured NIM Notes (without giving effect to any insurance policy issued by the NIMS Insurer), as evidenced by a letter to that effect delivered by each Rating Agency to the Depositor and the NIMS Insurer and (ii) that, except in the case of any Sub‑Servicing Agreements the Servicer may enter into with Washington Mutual, Inc. or any Affiliate thereof, the NIMS Insurer shall have consented to such Sub‑Servicing Agreements (which consent shall not be unreasonably withheld) with Sub‑Servicers, related Sub-Servicing Agreement must provide for the servicing of such Mortgage Loans in a manner consistent with the servicing arrangements contemplated hereunder and administration the Servicer shall cause any Sub-Servicer to comply with the provisions of this Agreement (including, without limitation, to provide the Mortgage Loansinformation required to be delivered under Sections 3.17, 3.18 and 3.19 hereof), to the same extent as if such Sub-Servicer were the Servicer. The Trustee on behalf Servicer shall be responsible for obtaining from each Sub-Servicer and delivering to the Master Servicer any annual statement of the Trust is hereby authorized compliance, assessment of compliance, attestation report and Sxxxxxxx-Xxxxx related certification as and when required to acknowledge, at the request of the Servicer, any Sub‑Servicing Agreement that meets the requirements applicable to Sub‑Servicing Agreements set forth in this Agreement and that is otherwise permitted under this Agreementbe delivered. Each Sub‑Servicer Sub-Servicer shall be (i) authorized to transact business in the state or states in which where the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable such Sub‑Servicer the Sub-Servicer to perform its obligations hereunder and under the related Sub‑Servicing Agreement, Sub-Servicing Agreement and (ii) an institution approved as a mortgagee by the Department of Housing and Urban Development pursuant to Section 203 of the National Housing Act of 1934, as amended, Fxxxxxx Mac or an institution the deposit accounts in which are insured by the FDIC and (iii) a Xxxxxx Xxx Fxxxxx Mxx approved mortgage servicer. Each Sub‑Servicing Agreement must impose on the related Sub‑Servicer requirements conforming to Notwithstanding the provisions set forth in Section 3.08. The Servicer will examine each Sub‑Servicing Agreement and will be familiar with the terms thereof. The terms of any Sub‑Servicing Agreement will not be inconsistent with Sub-Servicing Agreement, any of the provisions of this Agreement. The Agreement relating to agreements or arrangements between the Servicer or a Sub-Servicer or reference to actions taken through the Servicer or otherwise, the Servicer shall remain obligated and liable to the Depositor, the Trustee and the Sub‑Servicers may enter into Certificateholders for the servicing and make amendments to administration of the Sub‑Servicing Agreements or enter into different forms of Sub‑Servicing Agreements; provided, however, that any such amendments or different forms shall be consistent Mortgage Loans in accordance with and not violate the provisions of this Agreement, Agreement without diminution of such obligation or liability by virtue of such Sub-Servicing Agreements or arrangements or by virtue of indemnification from the Sub-Servicer and that no to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans. Every Sub-Servicing Agreement entered into by the Servicer shall contain a provision giving the Successor Servicer the option to terminate such amendment or different form agreement in the event a Successor Servicer is appointed. All actions of each Sub-Servicer performed pursuant to the related Sub-Servicing Agreement shall be made or entered into which could be reasonably expected to be materially adverse to the interests performed as an agent of the Certificateholders, without Servicer with the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights. Any variation without the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights from the provisions set forth in Section 3.08 relating to credits same force and charges to the Sub‑Servicing Accounts or the timing and amount of remittances effect as if performed directly by the Sub‑Servicers to the Servicer are conclusively deemed to be inconsistent with this Agreement and therefore prohibited. The Servicer shall deliver to the NIMS Insurer and the Trustee copies of all Sub‑Servicing Agreements, and any amendments or modifications thereof, promptly upon the Servicer’s execution and delivery of such instruments.

Sub-Servicing Agreements Between the Servicer and Sub-Servicers. (a) The Servicer may enter into Sub‑Servicing Sub-Servicing Agreements provided (i) that such agreements would not result in a withdrawal or a downgrading by any Rating Agency of the ratings on any Class of Certificates, any of the Other NIM Notes or any of the Insured NIM Notes (without giving effect to any insurance policy issued by the NIMS Insurer), as evidenced by a letter to that effect delivered by each Rating Agency to the Depositor and the NIMS Insurer and (ii) that, except in the case of any Sub‑Servicing Sub-Servicing Agreements the Servicer may enter into with Washington Mutual, Inc. or any Affiliate thereof, the NIMS Insurer shall have consented to such Sub‑Servicing Sub-Servicing Agreements (which consent shall not be unreasonably withheld) with Sub‑ServicersSub-Servicers, for the servicing and administration of the Mortgage Loans. The Trustee on behalf of the Trust is hereby authorized to acknowledge, at the request of the Servicer, any Sub‑Servicing Sub-Servicing Agreement that meets the requirements applicable to Sub‑Servicing Sub-Servicing Agreements set forth in this Agreement and that is otherwise permitted under this Agreement. Each Sub‑Servicer Sub-Servicer shall be (i) authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable such Sub‑Servicer Sub-Servicer to perform its obligations hereunder and under the related Sub‑Servicing Sub-Servicing Agreement, (ii) an institution approved as a mortgagee by the Department of Housing and Urban Development pursuant to Section 203 of the National Housing Act of 1934, as amended, or an institution the deposit accounts in which are insured by the FDIC and (iii) a Xxxxxx Xxx Fxxxxx Mxx approved mortgage servicer. Each Sub‑Servicing Sub-Servicing Agreement must impose on the related Sub‑Servicer Sub-Servicer requirements conforming to the provisions set forth in Section 3.08. The Servicer will examine each Sub‑Servicing Sub-Servicing Agreement and will be familiar with the terms thereof. The terms of any Sub‑Servicing Sub-Servicing Agreement will not be inconsistent with any of the provisions of this Agreement. The Servicer and the Sub‑Servicers Sub-Servicers may enter into and make amendments to the Sub‑Servicing Sub-Servicing Agreements or enter into different forms of Sub‑Servicing Sub-Servicing Agreements; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of this Agreement, and that no such amendment or different form shall be made or entered into which could be reasonably expected to be materially adverse to the interests of the Certificateholders, without the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights. Any variation without the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights from the provisions set forth in Section 3.08 relating to credits and charges to the Sub‑Servicing Sub-Servicing Accounts or the timing and amount of remittances by the Sub‑Servicers Sub-Servicers to the Servicer are conclusively deemed to be inconsistent with this Agreement and therefore prohibited. The Servicer shall deliver to the NIMS Insurer and the Trustee copies of all Sub‑Servicing Sub-Servicing Agreements, and any amendments or modifications thereof, promptly upon the Servicer’s execution and delivery of such instruments.