Common use of Subservicers Clause in Contracts

Subservicers. The Master Servicer shall perform all of its servicing responsibilities hereunder or may cause a subservicer to perform any such servicing responsibilities on its behalf, but the use by the Master Servicer of a subservicer shall not release the Master Servicer from any of its obligations hereunder and the Master Servicer shall remain responsible hereunder for all acts and omissions of each subservicer as fully as if such acts and omissions were those of the Master Servicer. The Master Servicer shall pay all fees of each subservicer from its own funds, and a subservicer’s fee shall not exceed the Servicing Fee payable to the Master Servicer hereunder. At the cost and expense of the Master Servicer, without any right of reimbursement from its Protected Account, the Master Servicer shall be entitled to terminate the rights and responsibilities of a subservicer and arrange for any servicing responsibilities to be performed by a successor subservicer; provided, however, that nothing contained herein shall be deemed to prevent or prohibit the Master Servicer, at the Master Servicer’s option, from electing to service the related Mortgage Loans itself. In the event that the Master Servicer’s responsibilities and duties under this Agreement are terminated pursuant to Section 8.01, the Master Servicer shall at its own cost and expense terminate the rights and responsibilities of each subservicer effective as of the date of termination of the Master Servicer. The Master Servicer shall pay all fees, expenses or penalties necessary in order to terminate the rights and responsibilities of each subservicer from the Master Servicer’s own funds without reimbursement from the Trust Fund. Notwithstanding the foregoing, the Master Servicer shall not be relieved of its obligations hereunder and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage Loans. The Master Servicer shall be entitled to enter into an agreement with a subservicer for indemnification of the Master Servicer by the subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Any subservicing agreement and any other transactions or services relating to the Mortgage Loans involving a subservicer shall be deemed to be between such subservicer and the Master Servicer alone, and the Trustee shall not have any obligations, duties or liabilities with respect to such subservicer including any obligation, duty or liability of the Trustee to pay such subservicer’s fees and expenses. Each subservicing agreement shall provide that such agreement may be assumed or terminated without cause or penalty by the Trustee or other Successor Master Servicer in the event the Master Servicer is terminated in accordance with this Agreement. For purposes of remittances to the Trustee pursuant to this Agreement, the Master Servicer shall be deemed to have received a payment on a Mortgage Loan when a subservicer has received such payment.

Subservicers. The Master Servicer Company shall perform all of its servicing responsibilities hereunder or may cause a subservicer to perform any such servicing responsibilities on its behalf, but the use by the Master Servicer Company of a subservicer shall not release the Master Servicer Company from any of its obligations hereunder and the Master Servicer Company shall remain responsible hereunder for all acts and omissions of each subservicer as fully as if such acts and omissions were those of the Master ServicerCompany. The Master Servicer Company shall pay all fees of each subservicer from its own funds, and a subservicer’s fee shall not exceed the Servicing Fee payable to the Master Servicer Company hereunder. At the cost and expense of the Master ServicerCompany, without any right of reimbursement from its Protected Account, the Master Servicer Company shall be entitled to terminate the rights and responsibilities of a subservicer and arrange for any servicing responsibilities to be performed by a successor subservicer; provided, however, that nothing contained herein shall be deemed to prevent or prohibit the Master ServicerCompany, at the Master ServicerCompany’s option, from electing to service the related Mortgage Loans itself. In the event that the Master ServicerCompany’s responsibilities and duties under this Agreement are terminated pursuant to Section 8.019.01, the Master Servicer Company shall at its own cost and expense terminate the rights and responsibilities of each subservicer effective as of the date of termination of the Master ServicerCompany. The Master Servicer Company shall pay all fees, expenses or penalties necessary in order to terminate the rights and responsibilities of each subservicer from the Master ServicerCompany’s own funds without reimbursement from the Trust Fund. Notwithstanding the foregoing, the Master Servicer Company shall not be relieved of its obligations hereunder and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the EMC Mortgage Loans. The Master Servicer Company shall be entitled to enter into an agreement with a subservicer for indemnification of the Master Servicer Company by the subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Any subservicing agreement and any other transactions or services relating to the EMC Mortgage Loans involving a subservicer shall be deemed to be between such subservicer and the Master Servicer Company alone, and neither the Master Servicer nor the Trustee shall not have any obligations, duties or liabilities with respect to such subservicer including any obligation, duty or liability of either the Master Servicer or the Trustee to pay such subservicer’s fees and expenses. Each subservicing agreement shall provide that such agreement may be assumed or terminated without cause or penalty by the Trustee or other Successor Master Servicer in the event the Master Servicer is terminated in accordance with this Agreement. For purposes of remittances to the Trustee Securities Administrator pursuant to this Agreement, the Master Servicer Company shall be deemed to have received a payment on a an EMC Mortgage Loan when a subservicer has received such payment.

Subservicers. The Master Servicer Company shall perform all of its servicing responsibilities hereunder or may cause a subservicer to perform any such servicing responsibilities on its behalf, but the use by the Master Servicer Company of a subservicer shall not release the Master Servicer Company from any of its obligations hereunder and the Master Servicer Company shall remain responsible hereunder for all acts and omissions of each subservicer as fully as if such acts and omissions were those of the Master ServicerCompany. The Master Servicer Company shall pay all fees of each subservicer from its own funds, and a subservicer’s 's fee shall not exceed the Servicing Fee payable to the Master Servicer Company hereunder. At the cost and expense of the Master ServicerCompany, without any right of reimbursement from its Protected Account, the Master Servicer Company shall be entitled to terminate the rights and responsibilities of a subservicer and arrange for any servicing responsibilities to be performed by a successor subservicer; provided, however, that nothing contained herein shall be deemed to prevent or prohibit the Master ServicerCompany, at the Master Servicer’s Company's option, from electing to service the related EMC Mortgage Loans itself. In the event that the Master Servicer’s Company's responsibilities and duties under this Agreement are terminated pursuant to Section 8.019.03, the Master Servicer Company shall at its own cost and expense terminate the rights and responsibilities of each subservicer effective as of the date of termination of the Master ServicerCompany. The Master Servicer Company shall pay all fees, expenses or penalties necessary in order to terminate the rights and responsibilities of each subservicer from the Master Servicer’s Company's own funds without reimbursement from the Trust Fund. Notwithstanding the foregoing, the Master Servicer Company shall not be relieved of its obligations hereunder and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the EMC Mortgage Loans. The Master Servicer Company shall be entitled to enter into an agreement with a subservicer for indemnification of the Master Servicer Company by the subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Any subservicing agreement and any other transactions or services relating to the EMC Mortgage Loans involving a subservicer shall be deemed to be between such subservicer and the Master Servicer Company alone, and neither the Master Servicer nor the Trustee shall not have any obligations, duties or liabilities with respect to such subservicer including any obligation, duty or liability of either the Master Servicer or the Trustee to pay such subservicer’s 's fees and expenses. Each subservicing agreement shall provide that such agreement may be assumed or terminated without cause or penalty by the Trustee or other Successor Master Servicer in the event the Master Servicer is terminated in accordance with this Agreement. For purposes of remittances to the Trustee Master Servicer pursuant to this Agreement, the Master Servicer Company shall be deemed to have received a payment on a an EMC Mortgage Loan when a subservicer has received such payment.

Subservicers. The Master Servicer shall perform all of its servicing responsibilities hereunder or may cause a subservicer to perform any such servicing responsibilities on its behalf, but the use by the Master Servicer of a subservicer shall not release the Master Servicer from any of its obligations hereunder and the Master Servicer shall remain responsible hereunder for all acts and omissions of each subservicer as fully as if such acts and omissions were those of the Master Servicer. The Master Servicer shall pay all fees of each subservicer from its own funds, and a subservicer’s 's fee shall not exceed the Servicing Fee payable to the Master Servicer hereunder. At the cost and expense of the Master Servicer, without any right of reimbursement from its Protected Account, the Master Servicer shall be entitled to terminate the rights and responsibilities of a subservicer and arrange for any servicing responsibilities to be performed by a successor subservicer; provided, however, that nothing contained herein shall be deemed to prevent or prohibit the Master Servicer, at the Master Servicer’s 's option, from electing to service the related Mortgage Loans itself. In the event that the Master Servicer’s 's responsibilities and duties under this Agreement are terminated pursuant to Section 8.018.03, the Master Servicer shall at its own cost and expense terminate the rights and responsibilities of each subservicer effective as of the date of termination of the Master Servicer. The Master Servicer shall pay all fees, expenses or penalties necessary in order to terminate the rights and responsibilities of each subservicer from the Master Servicer’s 's own funds without reimbursement from the Trust Fund. Notwithstanding the foregoing, the Master Servicer shall not be relieved of its obligations hereunder and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage Loans. The Master Servicer shall be entitled to enter into an agreement with a subservicer for indemnification of the Master Servicer by the subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Any subservicing agreement and any other transactions or services relating to the Mortgage Loans involving a subservicer shall be deemed to be between such subservicer and the Master Servicer alone, and the Trustee shall not have any obligations, duties or liabilities with respect to such subservicer including any obligation, duty or liability of the Trustee to pay such subservicer’s 's fees and expenses. Each subservicing agreement shall provide that such agreement may be assumed or terminated without cause or penalty by the Trustee or other Successor Master Servicer in the event the Master Servicer is terminated in accordance with this Agreement. For purposes of remittances to the Trustee pursuant to this Agreement, the Master Servicer shall be deemed to have received a payment on a Mortgage Loan when a subservicer has received such payment.

Subservicers. The Master Servicer shall perform all of its servicing responsibilities hereunder or may cause a subservicer to perform any such servicing responsibilities on its behalf, but the use by the Master Servicer of a subservicer shall not release the Master Servicer from any of its obligations hereunder and the Master Servicer shall remain responsible hereunder for all acts and omissions of each subservicer as fully as if such acts and omissions were those of the Master Servicer. The Master Servicer shall pay all fees of each subservicer from its own funds, and a subservicer’s fee shall not exceed the Servicing Fee payable to the Master Servicer hereunder. At the cost and expense of the Master Servicer, without any right of reimbursement from its Protected Account, the Master Servicer shall be entitled to terminate the rights and responsibilities of a subservicer and arrange for any servicing responsibilities to be performed by a successor subservicer; provided, however, that nothing contained herein shall be deemed to prevent or prohibit the Master Servicer, at the Master Servicer’s option, from electing to service the related Mortgage Loans itself. In the event that the Master Servicer’s responsibilities and duties under this Agreement are terminated pursuant to Section 8.018.03, the Master Servicer shall at its own cost and expense terminate the rights and responsibilities of each subservicer effective as of the date of termination of the Master Servicer. The Master Servicer shall pay all fees, expenses or penalties necessary in order to terminate the rights and responsibilities of each subservicer from the Master Servicer’s own funds without reimbursement from the Trust Fund. Notwithstanding the foregoing, the Master Servicer shall not be relieved of its obligations hereunder and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage Loans. The Master Servicer shall be entitled to enter into an agreement with a subservicer for indemnification of the Master Servicer by the subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Any subservicing agreement and any other transactions or services relating to the Mortgage Loans involving a subservicer shall be deemed to be between such subservicer and the Master Servicer alone, and the Trustee shall not have any obligations, duties or liabilities with respect to such subservicer including any obligation, duty or liability of the Trustee to pay such subservicer’s fees and expenses. Each subservicing agreement shall provide that such agreement may be assumed or terminated without cause or penalty by the Trustee or other Successor Master Servicer in the event the Master Servicer is terminated in accordance with this Agreement. For purposes of remittances to the Trustee pursuant to this Agreement, the Master Servicer shall be deemed to have received a payment on a Mortgage Loan when a subservicer has received such payment.

Subservicers. The Master Servicer Company shall perform all of its servicing responsibilities hereunder or may cause a subservicer to perform any such servicing responsibilities on its behalf, but the use by the Master Servicer Company of a subservicer shall not release the Master Servicer Company from any of its obligations hereunder and the Master Servicer Company shall remain responsible hereunder for all acts and omissions of each subservicer as fully as if such acts and omissions were those of the Master ServicerCompany. The Master Servicer Company shall pay all fees of each subservicer from its own funds, and a subservicer’s fee shall not exceed the Servicing Fee payable to the Master Servicer Company hereunder. At the cost and expense of the Master ServicerCompany, without any right of reimbursement from its Protected Account, the Master Servicer Company shall be entitled to terminate the rights and responsibilities of a subservicer and arrange for any servicing responsibilities to be performed by a successor subservicer; provided, however, that nothing contained herein shall be deemed to prevent or prohibit the Master ServicerCompany, at the Master ServicerCompany’s option, from electing to service the related EMC Mortgage Loans itself. In the event that the Master ServicerCompany’s responsibilities and duties under this Agreement are terminated pursuant to Section 8.019.05, the Master Servicer Company shall at its own cost and expense terminate the rights and responsibilities of each subservicer effective as of the date of termination of the Master ServicerCompany. The Master Servicer Company shall pay all fees, expenses or penalties necessary in order to terminate the rights and responsibilities of each subservicer from the Master ServicerCompany’s own funds without reimbursement from the Trust Fund. Notwithstanding the foregoing, the Master Servicer Company shall not be relieved of its obligations hereunder and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the EMC Mortgage Loans. The Master Servicer Company shall be entitled to enter into an agreement with a subservicer for indemnification of the Master Servicer Company by the subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Any subservicing agreement Subservicing Agreement and any other transactions or services relating to the EMC Mortgage Loans involving a subservicer shall be deemed to be between such subservicer and the Master Servicer Company alone, and neither the Master Servicer nor the Trustee shall not have any obligations, duties or liabilities with respect to such subservicer including any obligation, duty or liability of either the Master Servicer or the Trustee to pay such subservicer’s fees and expenses. Each subservicing agreement shall provide that such agreement may be assumed or terminated without cause or penalty by the Trustee or other Successor Master Servicer in the event the Master Servicer is terminated in accordance with this Agreement. For purposes of remittances to the Trustee Master Servicer pursuant to this Agreement, the Master Servicer Company shall be deemed to have received a payment on a an EMC Mortgage Loan when a subservicer has received such payment.

Subservicers. The Master Servicer Company shall perform all of its servicing responsibilities hereunder or may cause a subservicer to perform any such servicing responsibilities on its behalf, but the use by the Master Servicer Company of a subservicer shall not release the Master Servicer Company from any of its obligations hereunder and the Master Servicer Company shall remain responsible hereunder for all acts and omissions of each subservicer as fully as if such acts and omissions were those of the Master ServicerCompany. The Master Servicer Company shall pay all fees of each subservicer from its own funds, and a subservicer’s fee shall not exceed the Servicing Fee payable to the Master Servicer Company hereunder. At the cost and expense of the Master ServicerCompany, without any right of reimbursement from its Protected Account, the Master Servicer Company shall be entitled to terminate the rights and responsibilities of a subservicer and arrange for any servicing responsibilities to be performed by a successor subservicer; provided, however, that nothing contained herein shall be deemed to prevent or prohibit the Master ServicerCompany, at the Master ServicerCompany’s option, from electing to service the related EMC Mortgage Loans itself. In the event that the Master ServicerCompany’s responsibilities and duties under this Agreement are terminated pursuant to Section 8.019.05, the Master Servicer Company shall at its own cost and expense terminate the rights and responsibilities of each subservicer effective as of the date of termination of the Master ServicerCompany. The Master Servicer Company shall pay all fees, expenses or penalties necessary in order to terminate the rights and responsibilities of each subservicer from the Master ServicerCompany’s own funds without reimbursement from the Trust Fund. Notwithstanding the foregoing, the Master Servicer Company shall not be relieved of its obligations hereunder and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the EMC Mortgage Loans. The Master Servicer Company shall be entitled to enter into an agreement with a subservicer for indemnification of the Master Servicer Company by the subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Any subservicing agreement Subservicing Agreement and any other transactions or services relating to the EMC Mortgage Loans involving a subservicer shall be deemed to be between such subservicer and the Master Servicer Company alone, and the Trustee shall not have any obligations, duties or liabilities with respect to such subservicer including any obligation, duty or liability of the Trustee to pay such subservicer’s fees and expenses. Each subservicing agreement shall provide that such agreement may be assumed or terminated without cause or penalty by the Trustee or other Successor Master Servicer in the event the Master Servicer is terminated in accordance with this Agreement. For purposes of remittances to the Trustee Master Servicer pursuant to this Agreement, the Master Servicer Company shall be deemed to have received a payment on a an EMC Mortgage Loan when a subservicer has received such payment.

Subservicers. The Master Servicer Company shall perform all of its servicing responsibilities hereunder or may cause a subservicer to perform any such servicing responsibilities on its behalf, but the use by the Master Servicer Company of a subservicer shall not release the Master Servicer Company from any of its obligations hereunder and the Master Servicer Company shall remain responsible hereunder for all acts and omissions of each subservicer as fully as if such acts and omissions were those of the Master ServicerCompany. The Master Servicer Company shall pay all fees of each subservicer from its own funds, and a subservicer’s fee shall not exceed the Servicing Fee payable to the Master Servicer Company hereunder. At the cost and expense of the Master ServicerCompany, without any right of reimbursement from its Protected Account, the Master Servicer Company shall be entitled to terminate the rights and responsibilities of a subservicer and arrange for any servicing responsibilities to be performed by a successor subservicer; provided, however, that nothing contained herein shall be deemed to prevent or prohibit the Master ServicerCompany, at the Master ServicerCompany’s option, from electing to service the related EMC Mortgage Loans itself. In the event that the Master ServicerCompany’s responsibilities and duties under this Agreement are terminated pursuant to Section 8.019.05, the Master Servicer Company shall at its own cost and expense terminate the rights and responsibilities of each subservicer effective as of the date of termination of the Master ServicerCompany. The Master Servicer Company shall pay all fees, expenses or penalties necessary in order to terminate the rights and responsibilities of each subservicer from the Master ServicerCompany’s own funds without reimbursement from the Trust Fund. Notwithstanding the foregoing, the Master Servicer Company shall not be relieved of its obligations hereunder and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the EMC Mortgage Loans. The Master Servicer Company shall be entitled to enter into an agreement with a subservicer for indemnification of the Master Servicer Company by the subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Any subservicing agreement and any other transactions or services relating to the EMC Mortgage Loans involving a subservicer shall be deemed to be between such subservicer and the Master Servicer Company alone, and neither the Master Servicer nor the Trustee shall not have any obligations, duties or liabilities with respect to such subservicer including any obligation, duty or liability of either the Master Servicer or the Trustee to pay such subservicer’s fees and expenses. Each subservicing agreement shall provide that such agreement may be assumed or terminated without cause or penalty by the Trustee or other Successor Master Servicer in the event the Master Servicer is terminated in accordance with this Agreement. For purposes of remittances to the Trustee Master Servicer pursuant to this Agreement, the Master Servicer Company shall be deemed to have received a payment on a an EMC Mortgage Loan when a subservicer has received such payment.

Subservicers. (a) The Master Backup Servicer may, at its own expense, enter into subservicing agreements with subservicers (the "Subservicers") for the servicing and administration of all or any part of the Receivables. References in this Agreement to actions taken or to be taken by the Backup Servicer in servicing and managing the Receivables include actions taken by a Subservicer on behalf of the Backup Servicer. Each Subservicer shall perform all of its servicing responsibilities hereunder be authorized to transact business in the state or may cause a subservicer states in which the related Receivables it is to service or manage are situated, if and to the extent required by applicable law to enable the Subservicer to perform any such servicing responsibilities on its behalf, but the use by the Master Servicer of a subservicer shall not release the Master Servicer from any of its obligations hereunder and under the Master applicable subservicing agreement. Each subservicing agreement shall be upon such terms and conditions as are not inconsistent with this Agreement and as to which the Backup Servicer shall remain responsible hereunder for all acts and omissions the Subservicer have agreed. For purposes of each subservicer as fully as if such acts and omissions were those of the Master Servicer. The Master Servicer shall pay all fees of each subservicer from its own funds, and a subservicer’s fee shall not exceed the Servicing Fee payable to the Master Servicer hereunder. At the cost and expense of the Master Servicer, without any right of reimbursement from its Protected Accountthis Agreement, the Master Backup Servicer shall be entitled to terminate the rights and responsibilities of a subservicer and arrange for any servicing responsibilities to be performed by a successor subservicer; provided, however, that nothing contained herein shall be deemed to prevent or prohibit have received any payment when the Master Subservicer receives such payment. The Backup Servicer shall notify the Trustee, the Issuer, the Note Insurer and the Rating Agency in writing promptly upon the appointment of any Subservicer. (b) As part of its servicing activities hereunder, the Backup Servicer, at for the Master Servicer’s optionbenefit of the Trustee, from electing to service the Note Insurer and the Noteholders, shall enforce the obligations of each Subservicer under the related Mortgage Loans itselfsubservicing agreement. In the event that the Master Servicer’s responsibilities and duties under this Agreement are terminated pursuant to Section 8.01Such enforcement, including, without limitation, the Master legal prosecution of claims, termination of subservicing agreements and pursuit of other appropriate remedies, shall be in accordance with the servicing standards set forth herein. The Backup Servicer shall pay the costs of such enforcement at its own cost expense and expense terminate shall be reimbursed therefor only from (i) a general recovery resulting from such enforcement only to the rights and responsibilities of each subservicer effective as extent, if any, that such recovery exceeds all amounts due in respect of the date related Receivables, or (ii) a specific recovery of termination of the Master Servicer. The Master Servicer shall pay all feescosts, expenses or penalties necessary attorneys fees against the party against whom such enforcement is directed. (c) Notwithstanding any subservicing agreement any of the provisions of this Agreement relating to agreements or arrangements between the Backup Servicer and a Subservicer, or reference to actions taken through a Subservicer or otherwise, the Back-up Servicer shall remain obligated and liable to the Trustee, the Note Insurer and the Noteholders for the servicing, managing, collecting and administering of the Receivables and the other assets included in order to terminate the rights and responsibilities of each subservicer from the Master Servicer’s own funds without reimbursement from the Trust Fund. Notwithstanding Estate in accordance with the foregoing, the Master Servicer shall not be relieved provisions of its obligations hereunder Section 2.1 without diminution of such obligation or liability by virtue of such subservicing agreement or arrangements or by virtue of indemnification from a Subservicer and shall be obligated to the same extent and under the same terms and conditions as if it the Backup Servicer alone were servicing servicing, managing, collecting and administering the Mortgage Loans. The Master Servicer shall be entitled to enter into an agreement with a subservicer for indemnification of the Master Servicer by the subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Any subservicing agreement and any other transactions or services relating to the Mortgage Loans involving a subservicer shall be deemed to be between such subservicer Receivables and the Master Servicer alone, and the Trustee shall not have any obligations, duties or liabilities with respect to such subservicer including any obligation, duty or liability of the Trustee to pay such subservicer’s fees and expenses. Each subservicing agreement shall provide that such agreement may be assumed or terminated without cause or penalty by the Trustee or other Successor Master Servicer assets included in the event the Master Servicer is terminated in accordance with this Agreement. For purposes of remittances to the Trustee pursuant to this Agreement, the Master Servicer shall be deemed to have received a payment on a Mortgage Loan when a subservicer has received such paymentTrust Estate.

Subservicers. The Master Servicer shall perform all of its servicing responsibilities hereunder or may cause a subservicer to perform any such servicing responsibilities on its behalf, but the use by the Master Servicer of a subservicer shall not release the Master Servicer from any of its obligations hereunder and with respect to the Master Servicer shall remain responsible hereunder for all acts and omissions of each subservicer as fully as if such acts and omissions were those of the Master ServicerMortgage Loans. The Master Servicer shall pay all fees of each subservicer of its subservicers from its own funds, and a subservicer’s fee shall not exceed the Servicing Fee payable to the Master Servicer hereunder. At the cost and expense of the Master Servicer, without any right of reimbursement from its Protected Custodial Account, the Master Servicer shall be entitled to terminate the rights and responsibilities of a subservicer and arrange for any servicing responsibilities to be performed by a successor subservicer; provided, however, that nothing contained herein shall be deemed to prevent or prohibit the Master Servicer, at the Master Servicer’s its option, from electing to service the related Mortgage Loans itself. In the event that the Master Servicer’s responsibilities and duties under this Agreement are terminated pursuant to Section 8.01, the Master Servicer shall at its own cost and expense terminate the rights and responsibilities of each subservicer with respect to the Mortgage Loans effective as of the date of termination of the Master Servicer’s termination. The Master Servicer shall pay all fees, expenses or penalties necessary in order to terminate the rights and responsibilities of each subservicer from the Master Servicer’s own funds without reimbursement from the Trust Fund. Notwithstanding the foregoing, the Master Servicer shall not be relieved of its obligations hereunder with respect to the Mortgage Loans and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage Loans. The Master Servicer shall be entitled to enter into an agreement with a subservicer for indemnification of the Master Servicer by the subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Any subservicing agreement and any other transactions or services relating to the Mortgage Loans involving a subservicer shall be deemed to be between such subservicer and the Master Servicer alone, and neither the Master Servicer nor the Trustee shall not have any obligations, duties or liabilities with respect to such subservicer including any obligation, duty or liability of the Master Servicer or the Trustee to pay such subservicer’s fees and expenses. Each subservicing agreement shall provide that such agreement may be assumed expenses or terminated without cause or penalty by the Trustee or other Successor Master Servicer any differential in the event amount of the Master Servicer is terminated servicing fee paid hereunder and the amount necessary to induce any successor servicer to act as successor servicer under this Agreement and the transactions provided for in accordance with this Agreement. For purposes of remittances to the Trustee Securities Administrator pursuant to this Agreement, the Master Servicer shall be deemed to have received a payment on a Mortgage Loan when a subservicer has received such payment.

Subservicers. The Master Servicer shall perform all of its servicing responsibilities hereunder or may cause a subservicer to perform any such servicing responsibilities on its behalf, but the use by the Master Servicer of a subservicer shall not release the Master Servicer from any of its obligations hereunder and with respect to the Master Servicer shall remain responsible hereunder for all acts and omissions of each subservicer as fully as if such acts and omissions were those of the Master Servicerrelated Mortgage Loans. The Master Servicer shall pay all fees of each subservicer of its subservicers from its own funds, and a subservicer’s 's fee shall not exceed the Servicing Fee payable to the Master Servicer hereunder. At the cost and expense of the Master Servicer, without any right of reimbursement from its Protected the Custodial Account, the Master Servicer shall be entitled to terminate the rights and responsibilities of a subservicer and arrange for any servicing responsibilities to be performed by a successor subservicer; provided, however, that nothing contained herein shall be deemed to prevent or prohibit the Master Servicer, at the Master Servicer’s its option, from electing to service the related Mortgage Loans itself. In the event that the Master Servicer’s 's responsibilities and duties under this Agreement are terminated pursuant to Section 8.018.03, the Master Servicer shall at its own cost and expense terminate the rights and responsibilities of each subservicer with respect to the Mortgage Loans effective as of the date of termination of the Master Servicer's termination. The Master Servicer shall pay all fees, expenses or penalties necessary in order to terminate the rights and responsibilities of each subservicer from the Master Servicer’s 's own funds without reimbursement from the Trust Fund. Notwithstanding the foregoing, the Master Servicer shall not be relieved of its obligations hereunder with respect to the Mortgage Loans and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage Loans. The Master Servicer shall be entitled to enter into an agreement with a subservicer for indemnification of the Master Servicer by the subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Any subservicing agreement and any other transactions or services relating to the Mortgage Loans involving a subservicer shall be deemed to be between such subservicer and the Master Servicer alone, and the Trustee shall not have any obligations, duties or liabilities with respect to such subservicer including any obligation, duty or liability of the Trustee to pay such subservicer’s 's fees and expenses. Each subservicing agreement shall provide that such agreement may be assumed expenses or terminated without cause or penalty by the Trustee or other Successor Master Servicer any differential in the event amount of the Master Servicer is terminated servicing fee paid hereunder and the amount necessary to induce any successor servicer to act as successor servicer under this Agreement and the transactions provided for in accordance with this Agreement. For purposes of remittances to the Trustee pursuant to this Agreement, the Master Servicer shall be deemed to have received a payment on a Mortgage Loan when a subservicer has received such payment.

Subservicers. The Master Servicer Company shall perform all of its servicing responsibilities hereunder or may cause a subservicer to perform any such servicing responsibilities on its behalf, but the use by the Master Servicer Company of a subservicer shall not release the Master Servicer Company from any of its obligations hereunder and the Master Servicer Company shall remain responsible hereunder for all acts and omissions of each subservicer as fully as if such acts and omissions were those of the Master ServicerCompany. The Master Servicer Company shall pay all fees of each subservicer from its own funds, and a subservicer’s fee shall not exceed the Servicing Fee payable to the Master Servicer Company hereunder. At the cost and expense of the Master ServicerCompany, without any right of reimbursement from its Protected Account, the Master Servicer Company shall be entitled to terminate the rights and responsibilities of a subservicer and arrange for any servicing responsibilities to be performed by a successor subservicer; provided, however, that nothing contained herein shall be deemed to prevent or prohibit the Master ServicerCompany, at the Master ServicerCompany’s option, from electing to service the related EMC Mortgage Loans itself. In the event that the Master ServicerCompany’s responsibilities and duties under this Agreement are terminated pursuant to Section 8.019.03, the Master Servicer Company shall at its own cost and expense terminate the rights and responsibilities of each subservicer effective as of the date of termination of the Master ServicerCompany. The Master Servicer Company shall pay all fees, expenses or penalties necessary in order to terminate the rights and responsibilities of each subservicer from the Master ServicerCompany’s own funds without reimbursement from the Trust Fund. Notwithstanding the foregoing, the Master Servicer Company shall not be relieved of its obligations hereunder and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the EMC Mortgage Loans. The Master Servicer Company shall be entitled to enter into an agreement with a subservicer for indemnification of the Master Servicer Company by the subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Any subservicing agreement and any other transactions or services relating to the EMC Mortgage Loans involving a subservicer shall be deemed to be between such subservicer and the Master Servicer Company alone, and neither the Master Servicer nor the Trustee shall not have any obligations, duties or liabilities with respect to such subservicer including any obligation, duty or liability of either the Master Servicer or the Trustee to pay such subservicer’s fees and expenses. Each subservicing agreement shall provide that such agreement may be assumed or terminated without cause or penalty by the Trustee or other Successor Master Servicer in the event the Master Servicer is terminated in accordance with this Agreement. For purposes of remittances to the Trustee Master Servicer pursuant to this Agreement, the Master Servicer Company shall be deemed to have received a payment on a an EMC Mortgage Loan when a subservicer has received such payment.

Subservicers. The Master Servicer shall perform all Mortgage Loans may be subserviced by a Subservicer on behalf of its servicing responsibilities hereunder or may cause Seller provided that the Subservicer is a subservicer to perform any such servicing responsibilities on its behalfGNMA-approved issuer, Xxxxxx Xxx-approved lender, Xxxxxxx Mac seller/servicer, FHA Approved Mortgagee, and VA Approved Lender, in each case in good standing, and no event has occurred, including, but not limited to, a change in insurance coverage, that would make it unable to comply with the use eligibility requirements for lenders/servicers imposed by the Master Servicer of a subservicer relevant Agency Guide or which would require notification to the relevant Agency. Seller shall not release notify all relevant Subservicers, at the Master Servicer from any of its obligations hereunder and the Master Servicer shall remain responsible hereunder for all acts and omissions commencement of each subservicer as fully as if such acts and omissions were those Transaction, of the Master ServicerPurchaser’s interest under this Agreement. The Master Servicer Seller shall pay all fees and expenses of each subservicer a Subservicer from its own funds, and a subservicerSubservicer’s fee shall not exceed the Servicing Fee payable with respect to the Master Servicer hereundera particular Mortgage Pool. At the cost and expense of the Master ServicerSeller, without any right of reimbursement from its Protected Accountany custodial collection account, the Master Servicer Seller shall be entitled to terminate the rights and responsibilities of a subservicer Subservicer and arrange for any servicing responsibilities to be performed by a successor subservicerSubservicer meeting the requirements in the preceding paragraph; provided, however, that nothing contained herein shall be deemed to prevent or prohibit the Master ServicerSeller, at the Master ServicerSeller’s option, from electing to service the related Mortgage Loans itself. In the event that the Master ServicerSeller’s responsibilities and duties under this Agreement are terminated pursuant with respect to Section 8.01a particular Mortgage Pool expire by reason of expiration or earlier termination of the Servicing Period, the Master Servicer shall if reasonably requested to do so by Purchaser, Seller shall, at its own cost and expense expense, terminate the rights and responsibilities of each subservicer effective any Subservicers with respect to such Mortgage Pool as soon as is reasonably possible. Notwithstanding any of the date provisions of termination of the Master Servicer. The Master Servicer shall pay all feesthis Agreement relating to agreements or arrangements between Seller and a Subservicer or any reference herein to actions taken through a Subservicer or otherwise, expenses or penalties necessary in order to terminate the rights and responsibilities of each subservicer from the Master Servicer’s own funds without reimbursement from the Trust Fund. Notwithstanding the foregoing, the Master Servicer Seller shall not be relieved of its obligations hereunder Obligations to Purchaser or other registered holder of the Participation Certificate and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage LoansLoans and Seller shall remain responsible hereunder for all acts and omissions of a Subservicer as fully as if such acts and omissions were those of Seller. The Master Servicer Seller shall be entitled to enter into an agreement with a subservicer Subservicer for indemnification of the Master Servicer Seller by the subservicer Subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Any subservicing agreement and any other transactions or services relating to the Mortgage Loans involving a subservicer Subservicer shall be deemed to be between such subservicer the Subservicer and the Master Servicer Seller alone, and the Trustee Purchaser shall not have any no obligations, duties duties, or liabilities with respect to such subservicer the Subservicer including any no obligation, duty duty, or liability of the Trustee to pay such subservicerthe Subservicer’s fees and expenses. Each subservicing agreement shall provide that such agreement may be assumed or terminated without cause or penalty by the Trustee or other Successor Master Servicer in the event the Master Servicer is terminated in accordance with this Agreement. For purposes of remittances to the Trustee pursuant to this Agreement, the Master Servicer shall be deemed to have received a payment on a Mortgage Loan when a subservicer has received such payment.

Subservicers. The Master Servicer shall perform all of its servicing responsibilities hereunder or may cause a subservicer to perform any such servicing responsibilities on its behalf, but the use by the Master Servicer of a subservicer shall not release the Master Servicer from any of its obligations hereunder and with respect to the Master Servicer shall remain responsible hereunder for all acts and omissions of each subservicer as fully as if such acts and omissions were those of the Master Servicerrelated Mortgage Loans. The Master Servicer shall pay all fees of each subservicer of its subservicers from its own funds, and a subservicer’s fee shall not exceed the Servicing Fee payable to the Master Servicer hereunder. At the cost and expense of the Master Servicer, without any right of reimbursement from its Protected the Custodial Account, the Master Servicer shall be entitled to terminate the rights and responsibilities of a subservicer and arrange for any servicing responsibilities to be performed by a successor subservicer; provided, however, that nothing contained herein shall be deemed to prevent or prohibit the Master Servicer, at the Master Servicer’s its option, from electing to service the related Mortgage Loans itself. In the event that the Master Servicer’s responsibilities and duties under this Agreement are terminated pursuant to Section 8.018.03, the Master Servicer shall at its own cost and expense terminate the rights and responsibilities of each subservicer with respect to the Mortgage Loans effective as of the date of termination of the Master Servicer’s termination. The Master Servicer shall pay all fees, expenses or penalties necessary in order to terminate the rights and responsibilities of each subservicer from the Master Servicer’s own funds without reimbursement from the Trust Fund. Notwithstanding the foregoing, the Master Servicer shall not be relieved of its obligations hereunder with respect to the Mortgage Loans and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage Loans. The Master Servicer shall be entitled to enter into an agreement with a subservicer for indemnification of the Master Servicer by the subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Any subservicing agreement and any other transactions or services relating to the Mortgage Loans involving a subservicer shall be deemed to be between such subservicer and the Master Servicer alone, and none of the Master Servicer, the Securities Administrator or the Trustee shall not have any obligations, duties or liabilities with respect to such subservicer including any obligation, duty or liability of the Master Servicer, the Securities Administrator or the Trustee to pay such subservicer’s fees and expenses. Each subservicing agreement shall provide that such agreement may be assumed expenses or terminated without cause or penalty by the Trustee or other Successor Master Servicer any differential in the event amount of the Master Servicer is terminated servicing fee paid hereunder and the amount necessary to induce any successor servicer to act as successor servicer under this Agreement and the transactions provided for in accordance with this Agreement. For purposes of remittances to the Trustee Securities Administrator pursuant to this Agreement, the Master Servicer shall be deemed to have received a payment on a Mortgage Loan when a subservicer has received such payment.

Subservicers. The Master Servicer shall perform all of its servicing responsibilities hereunder or may cause a subservicer to perform any such servicing responsibilities on its behalf, but the use by the Master Servicer of a subservicer shall not release the Master Servicer from any of its obligations hereunder and the Master Servicer shall remain responsible hereunder for all acts and omissions of each subservicer as fully as if such acts and omissions were those of the Master Servicer. The Master Servicer shall pay all fees of each subservicer from its own funds, and a subservicer’s 's fee shall not exceed the Servicing Fee payable to the Master Servicer hereunder. At the cost and expense of the Master Servicer, without any right of reimbursement from its Protected Account, the Master Servicer shall be entitled to terminate the rights and responsibilities of a subservicer and arrange for any servicing responsibilities to be performed by a successor subservicer; provided, however, that nothing contained herein shall be deemed to prevent or prohibit the Master Servicer, at the Master Servicer’s 's option, from electing to service the related Mortgage Loans itself. In the event that the Master Servicer’s 's responsibilities and duties under this Agreement are terminated pursuant to Section 8.01, the Master Servicer shall at its own cost and expense terminate the rights and responsibilities of each subservicer effective as of the date of termination of the Master Servicer. The Master Servicer shall pay all fees, expenses or penalties necessary in order to terminate the rights and responsibilities of each subservicer from the Master Servicer’s 's own funds without reimbursement from the Trust Fund. Notwithstanding the foregoing, the Master Servicer shall not be relieved of its obligations hereunder and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage Loans. The Master Servicer shall be entitled to enter into an agreement with a subservicer for indemnification of the Master Servicer by the subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Any subservicing agreement and any other transactions or services relating to the Mortgage Loans involving a subservicer shall be deemed to be between such subservicer and the Master Servicer alone, and the Trustee shall not have any obligations, duties or liabilities with respect to such subservicer including any obligation, duty or liability of the Trustee to pay such subservicer’s 's fees and expenses. Each subservicing agreement shall provide that such agreement may be assumed or terminated without cause or penalty by the Trustee or other Successor Master Servicer in the event the Master Servicer is terminated in accordance with this Agreement. For purposes of remittances to the Trustee pursuant to this Agreement, the Master Servicer shall be deemed to have received a payment on a Mortgage Loan when a subservicer has received such payment.

Subservicers. The Master Servicer Company shall perform all of its servicing responsibilities hereunder or may cause a subservicer to perform any such servicing responsibilities on its behalf, but the use by the Master Servicer Company of a subservicer shall not release the Master Servicer Company from any of its obligations hereunder and the Master Servicer Company shall remain responsible hereunder for all acts and omissions of each subservicer as fully as if such acts and omissions were those of the Master ServicerCompany. The Master Servicer Company shall pay all fees of each subservicer from its own funds, and a subservicer’s 's fee shall not exceed the Servicing Fee payable to the Master Servicer Company hereunder. At the cost and expense of the Master ServicerCompany, without any right of reimbursement from its Protected Account, the Master Servicer Company shall be entitled to terminate the rights and responsibilities of a subservicer and arrange for any servicing responsibilities to be performed by a successor subservicer; provided, however, that nothing contained herein shall be deemed to prevent or prohibit the Master ServicerCompany, at the Master Servicer’s Company's option, from electing to service the related Company Mortgage Loans itself. In the event that the Master Servicer’s Company's responsibilities and duties under this Agreement are terminated pursuant to Section 8.019.03, the Master Servicer Company shall at its own cost and expense terminate the rights and responsibilities of each subservicer effective as of the date of termination of the Master ServicerCompany. The Master Servicer Company shall pay all fees, expenses or penalties necessary in order to terminate the rights and responsibilities of each subservicer from the Master Servicer’s Company's own funds without reimbursement from the Trust Fund. Notwithstanding the foregoing, the Master Servicer Company shall not be relieved of its obligations hereunder and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the Company Mortgage Loans. The Master Servicer Company shall be entitled to enter into an agreement with a subservicer for indemnification of the Master Servicer Company by the subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Any subservicing agreement and any other transactions or services relating to the Company Mortgage Loans involving a subservicer shall be deemed to be between such subservicer and the Master Servicer Company alone, and neither the Master Servicer nor the Trustee shall not have any obligations, duties or liabilities with respect to such subservicer including any obligation, duty or liability of either the Master Servicer or the Trustee to pay such subservicer’s 's fees and expenses. Each subservicing agreement shall provide that such agreement may be assumed or terminated without cause or penalty by the Trustee or other Successor Master Servicer in the event the Master Servicer is terminated in accordance with this Agreement. For purposes of remittances to the Trustee Master Servicer pursuant to this Agreement, the Master Servicer Company shall be deemed to have received a payment on a an Company Mortgage Loan when a subservicer has received such payment.

Subservicers. The Master Servicer GMACM shall perform all of its servicing responsibilities hereunder or may cause a subservicer to perform any such servicing responsibilities on its behalf, but the use by the Master Servicer GMACM of a subservicer shall not release the Master Servicer GMACM from any of its obligations hereunder and with respect to the Master Servicer shall remain responsible hereunder for all acts and omissions of each subservicer as fully as if such acts and omissions were those of the Master Servicerrelated GMACM Mortgage Loans. The Master Servicer GMACM shall pay all fees of each subservicer of its subservicers from its own funds, and a subservicer’s 's fee shall not exceed the Servicing Fee payable to the Master Servicer GMACM hereunder. At the cost and expense of the Master ServicerGMACM, without any right of reimbursement from its Protected Custodial Account, the Master Servicer GMACM shall be entitled to terminate the rights and responsibilities of a subservicer and arrange for any servicing responsibilities to be performed by a successor subservicer; provided, however, that nothing contained herein shall be deemed to prevent or prohibit the Master ServicerGMACM, at the Master Servicer’s its option, from electing to service the related GMACM Mortgage Loans itself. In the event that the Master Servicer’s GMACM's responsibilities and duties under this Agreement are terminated pursuant to Section 8.018.03, the Master Servicer GMACM shall at its own cost and expense terminate the rights and responsibilities of each subservicer with respect to the GMACM Mortgage Loans effective as of the date of termination of the Master ServicerGMACM's termination. The Master Servicer GMACM shall pay all fees, expenses or penalties necessary in order to terminate the rights and responsibilities of each subservicer from the Master Servicer’s GMACM's own funds without reimbursement from the Trust Fund. Notwithstanding the foregoing, the Master Servicer GMACM shall not be relieved of its obligations hereunder with respect to the Mortgage Loans and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the GMACM Mortgage Loans. The Master Servicer GMACM shall be entitled to enter into an agreement with a subservicer for indemnification of the Master Servicer GMACM by the subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Any subservicing agreement and any other transactions or services relating to the GMACM Mortgage Loans involving a subservicer shall be deemed to be between such subservicer and the Master Servicer GMACM alone, and the Trustee shall not have any obligations, duties or liabilities with respect to such subservicer including any obligation, duty or liability of the Trustee to pay such subservicer’s 's fees and expenses. Each subservicing agreement shall provide that such agreement may be assumed expenses or terminated without cause or penalty by the Trustee or other Successor Master Servicer any differential in the event amount of the Master Servicer is terminated servicing fee paid hereunder and the amount necessary to induce any successor servicer to act as successor servicer under this Agreement and the transactions provided for in accordance with this Agreement. For purposes of remittances to the Trustee pursuant to this Agreement, the Master Servicer GMACM shall be deemed to have received a payment on a GMACM Mortgage Loan when a subservicer has received such payment.

Subservicers. The Master Servicer Company shall perform all of its servicing responsibilities hereunder or may cause a subservicer to perform any such servicing responsibilities on its behalf, but the use by the Master Servicer Company of a subservicer shall not release the Master Servicer Company from any of its obligations hereunder and the Master Servicer Company shall remain responsible hereunder for all acts and omissions of each subservicer as fully as if such acts and omissions were those of the Master ServicerCompany. The Master Servicer Company shall pay all fees of each subservicer from its own funds, and a subservicer’s fee shall not exceed the Servicing Fee payable to the Master Servicer Company hereunder. At the cost and expense of the Master ServicerCompany, without any right of reimbursement from its Protected Account, the Master Servicer Company shall be entitled to terminate the rights and responsibilities of a subservicer and arrange for any servicing responsibilities to be performed by a successor subservicer; provided, however, that nothing contained herein shall be deemed to prevent or prohibit the Master ServicerCompany, at the Master ServicerCompany’s option, from electing to service the related Mortgage Loans itself. In the event that the Master ServicerCompany’s responsibilities and duties under this Agreement are terminated pursuant to Section 8.019.03, the Master Servicer Company shall at its own cost and expense terminate the rights and responsibilities of each subservicer effective as of the date of termination of the Master ServicerCompany. The Master Servicer Company shall pay all fees, expenses or penalties necessary in order to terminate the rights and responsibilities of each subservicer from the Master ServicerCompany’s own funds without reimbursement from the Trust Fund. Notwithstanding the foregoing, the Master Servicer Company shall not be relieved of its obligations hereunder and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the EMC Mortgage Loans. The Master Servicer Company shall be entitled to enter into an agreement with a subservicer for indemnification of the Master Servicer Company by the subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Any subservicing agreement and any other transactions or services relating to the EMC Mortgage Loans involving a subservicer shall be deemed to be between such subservicer and the Master Servicer Company alone, and neither the Master Servicer nor the Trustee shall not have any obligations, duties or liabilities with respect to such subservicer including any obligation, duty or liability of either the Master Servicer or the Trustee to pay such subservicer’s fees and expenses. Each subservicing agreement shall provide that such agreement may be assumed or terminated without cause or penalty by the Trustee or other Successor Master Servicer in the event the Master Servicer is terminated in accordance with this Agreement. For purposes of remittances to the Trustee Securities Administrator pursuant to this Agreement, the Master Servicer Company shall be deemed to have received a payment on a an EMC Mortgage Loan when a subservicer has received such payment.

Subservicers. The Master related Servicer shall perform all of its servicing responsibilities hereunder or may cause a subservicer Subservicer to perform any such servicing responsibilities on its behalf, but the use by such Servicer of a Subservicer shall not release such Servicer from any of its obligations hereunder with respect to the related Mortgage Loans. Any subservicing arrangement and the terms of the related Subservicing Agreement must provide for the servicing of such Mortgage Loans in a manner consistent with the servicing arrangements contemplated hereunder and the related Servicer shall cause any Subservicer to comply with the provisions of this Agreement (including, without limitation, to provide the information required to be delivered under Sections 3.13, 3.14 and 3.18 hereof), to the same extent as if such Subservicer were the related Servicer. Each Subservicer shall be (i) authorized to transact business in the state or states where the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the Subservicer to perform its obligations hereunder and under the Subservicing Agreement and (ii) a Xxxxxxx Mac or Xxxxxx Mae approved mortgage servicer. The related Servicer shall promptly, upon request, provide to the Master Servicer, the Trustee and the Depositor a written description (in form and substance satisfactory to the Master Servicer, the Trustee and the Depositor) of the role and function of each Subservicer utilized by such Servicer, specifying (i) the identity of each such Subservicer, (ii) which (if any) of such Subservicer is “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, and (iii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subservicer identified pursuant to clause (ii) of this subsection; provided, however, that no Servicer shall be required to provide the information in clause (i) or (ii) of this subsection until such time that the applicable assessment of compliance is due in accordance with Section 3.14 of this Agreement. The related Servicer shall be responsible for obtaining from each Subservicer engaged by it and delivering to the Master Servicer any annual statement of compliance, assessment of compliance, attestation report and Xxxxxxxx-Xxxxx related certification as and when required to be delivered. The related Servicer shall pay all fees of each of its Subservicers from its own funds. Notwithstanding the foregoing, with respect to the related Mortgage Loans, the related Servicer shall be entitled to outsource one or more separate servicing functions to any person that does not meet the eligibility requirements for a subservicer Subservicer (each such person, a “Subcontractor”), so long as such outsourcing does not constitute the delegation of such Servicer’s obligation to perform all or substantially all of the servicing of the related Mortgage Loans to such Subcontractor. The related Servicer shall promptly, upon request, provide to the Master Servicer, the Trustee and the Depositor a written description (in form and substance satisfactory to the Master Servicer, the Trustee and the Depositor) of the role and function of each Subcontractor utilized by such Servicer, specifying (i) the identity of each such Subcontractor, (ii) which (if any) of such Subservicer and Subcontractors are “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, and (iii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (ii) of this subsection. In such event, the use by a Servicer of any such Subcontractor shall not release the Master such Servicer from any of its obligations hereunder and the Master such Servicer shall remain responsible hereunder for all acts and omissions of each subservicer such Subcontractor as fully as if such acts and omissions were those of the Master related Servicer. The Master , and the related Servicer shall pay all fees and expenses of each subservicer the Subcontractor from its the related Servicer’s own funds. As a condition to the utilization of any Subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the related Servicer shall cause any such Subcontractor used by it for the benefit of the Master Servicer, the Trustee and a subservicer’s fee the Depositor to comply with the provisions of Sections 3.13, 3.14 and 3.18 of this Agreement to the same extent as if such Subcontractor were such Servicer. The related Servicer shall not exceed the Servicing Fee payable be responsible for obtaining from each Subcontractor and delivering to the Master Servicer hereunderServicer, the Trustee and any Depositor any compliance statement, assessment of compliance, attestation report and Xxxxxxxx-Xxxxx related certification required to be delivered by such Subcontractor under Section 3.13, 3.14 and 3.18, in each case as and when required to be delivered. At the cost and expense of the Master related Servicer, without any right of reimbursement from its Protected the related Custodial Account, the Master such Servicer shall be entitled to terminate the rights and responsibilities of a subservicer Subservicer or Subcontractor and arrange for any servicing responsibilities to be performed by a successor subservicerSubservicer or Subcontractor; provided, however, that nothing contained herein shall be deemed to prevent or prohibit the Master related Servicer, at the Master Servicer’s its option, from electing to service the related Mortgage Loans itself. In the event that the Master related Servicer’s responsibilities and duties under this Agreement are terminated pursuant to Section 8.01, the Master such Servicer shall at its own cost and expense terminate the rights and responsibilities of each subservicer Subservicer and Subcontractor with respect to the related Mortgage Loans effective as of the date of termination of the Master such Servicer’s termination. The Master related Servicer shall pay all fees, expenses or penalties necessary in order to terminate the rights and responsibilities of each subservicer Subservicer and Subcontractor from the Master such Servicer’s own funds without reimbursement from the Trust Fund. Notwithstanding the foregoing, the Master no Servicer shall not be relieved of its obligations hereunder with respect to the related Mortgage Loans and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the related Mortgage Loans. The Master related Servicer shall be entitled to enter into an agreement with a subservicer Subservicer or Subcontractor, as applicable, for indemnification of the Master such Servicer by the subservicer Subservicer or Subcontractor, as applicable, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Any subservicing agreement Subservicing Agreement and any other transactions or services relating to the Mortgage Loans involving a subservicer Subservicer or Subcontractor shall be deemed to be between such subservicer Subservicer or Subcontractor and the Master related Servicer alone, and neither the Master Servicer nor the Trustee shall not have any obligations, duties or liabilities with respect to such subservicer Subservicer or Subcontractor including any obligation, duty or liability of Master Servicer or the Trustee to pay such subservicerSubservicer’s or Subcontractor’s fees and expenses. Each subservicing agreement shall provide that such agreement may be assumed expenses or terminated without cause or penalty by the Trustee or other Successor Master Servicer any differential in the event amount of the Master Servicer is terminated servicing fee paid hereunder and the amount necessary to induce any successor servicer to act as successor servicer under this Agreement and the transactions provided for in accordance with this Agreement. For purposes of remittances to the Trustee Securities Administrator pursuant to this Agreement, the Master related Servicer shall be deemed to have received a payment on a Mortgage Loan when a subservicer Subservicer or Subcontractor engaged by such Servicer has received such payment.

Subservicers. The Master related Servicer shall perform all of its servicing responsibilities hereunder or may cause a subservicer Subservicer to perform any such servicing responsibilities on its behalf, but the use by such Servicer of a Subservicer shall not release such Servicer from any of its obligations hereunder with respect to the related Mortgage Loans. Any subservicing arrangement and the terms of the related Subservicing Agreement must provide for the servicing of such Mortgage Loans in a manner consistent with the servicing arrangements contemplated hereunder and the related Servicer shall cause any Subservicer to comply with the provisions of this Agreement (including, without limitation, to provide the information required to be delivered under Sections 3.13, 3.14 and 3.18 hereof), to the same extent as if such Subservicer were the related Servicer. Each Subservicer shall be (i) authorized to transact business in the state or states where the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the Subservicer to perform its obligations hereunder and under the Subservicing Agreement and (ii) a Xxxxxxx Mac or Xxxxxx Mae approved mortgage servicer. The related Servicer shall promptly, upon request, provide to the Master Servicer and the Depositor a written description (in form and substance satisfactory to the Master Servicer and the Depositor) of the role and function of each Subservicer utilized by such Servicer, specifying (i) the identity of each such Subservicer, (ii) which (if any) of such Subservicer is “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, and (iii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subservicer identified pursuant to clause (ii) of this subsection; provided, however, that no Servicer shall be required to provide the information in clause (i) or (ii) of this subsection until such time that the applicable assessment of compliance is due in accordance with Section 3.14 of this Agreement. The related Servicer shall be responsible for obtaining from each Subservicer engaged by it and delivering to the Master Servicer any annual statement of compliance, assessment of compliance, attestation report and Xxxxxxxx-Xxxxx related certification as and when required to be delivered. The related Servicer shall pay all fees of each of its Subservicers from its own funds. Notwithstanding the foregoing, with respect to the related Mortgage Loans, the related Servicer shall be entitled to outsource one or more separate servicing functions to any person that does not meet the eligibility requirements for a subservicer Subservicer (each such person, a “Subcontractor”), so long as such outsourcing does not constitute the delegation of such Servicer’s obligation to perform all or substantially all of the servicing of the related Mortgage Loans to such Subcontractor. The related Servicer shall promptly, upon request, provide to the Master Servicer and the Depositor a written description (in form and substance satisfactory to the Master Servicer and the Depositor) of the role and function of each Subcontractor utilized by such Servicer, specifying (i) the identity of each such Subcontractor, (ii) which (if any) of such Subservicer and Subcontractors are “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, and (iii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (ii) of this subsection. In such event, the use by a Servicer of any such Subcontractor shall not release the Master such Servicer from any of its obligations hereunder and the Master such Servicer shall remain responsible hereunder for all acts and omissions of each subservicer such Subcontractor as fully as if such acts and omissions were those of the Master related Servicer. The Master , and the related Servicer shall pay all fees and expenses of each subservicer the Subcontractor from its the related Servicer’s own funds. As a condition to the utilization of any Subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the related Servicer shall cause any such Subcontractor used by it for the benefit of the Master Servicer, the Trustee and a subservicer’s fee the Depositor to comply with the provisions of Sections 3.13, 3.14 and 3.18 of this Agreement to the same extent as if such Subcontractor were such Servicer. The related Servicer shall not exceed the Servicing Fee payable be responsible for obtaining from each Subcontractor and delivering to the Master Servicer hereunderand any Depositor any compliance statement, assessment of compliance, attestation report and Xxxxxxxx-Xxxxx related certification required to be delivered by such Subcontractor under Section 3.13, 3.14 and 3.18, in each case as and when required to be delivered. At the cost and expense of the Master related Servicer, without any right of reimbursement from its Protected the related Custodial Account, the Master such Servicer shall be entitled to terminate the rights and responsibilities of a subservicer Subservicer or Subcontractor and arrange for any servicing responsibilities to be performed by a successor subservicerSubservicer or Subcontractor; provided, however, that nothing contained herein shall be deemed to prevent or prohibit the Master related Servicer, at the Master Servicer’s its option, from electing to service the related Mortgage Loans itself. In the event that the Master related Servicer’s responsibilities and duties under this Agreement are terminated pursuant to Section 8.01, the Master such Servicer shall at its own cost and expense terminate the rights and responsibilities of each subservicer Subservicer and Subcontractor with respect to the related Mortgage Loans effective as of the date of termination of the Master such Servicer’s termination. The Master related Servicer shall pay all fees, expenses or penalties necessary in order to terminate the rights and responsibilities of each subservicer Subservicer and Subcontractor from the Master such Servicer’s own funds without reimbursement from the Trust Fund. Notwithstanding the foregoing, the Master no Servicer shall not be relieved of its obligations hereunder with respect to the related Mortgage Loans and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the related Mortgage Loans. The Master related Servicer shall be entitled to enter into an agreement with a subservicer Subservicer or Subcontractor, as applicable, for indemnification of the Master such Servicer by the subservicer Subservicer or Subcontractor, as applicable, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Any subservicing agreement Subservicing Agreement and any other transactions or services relating to the Mortgage Loans involving a subservicer Subservicer or Subcontractor shall be deemed to be between such subservicer Subservicer or Subcontractor and the Master related Servicer alone, and neither the Master Servicer nor the Trustee shall not have any obligations, duties or liabilities with respect to such subservicer Subservicer or Subcontractor including any obligation, duty or liability of Master Servicer or the Trustee to pay such subservicerSubservicer’s or Subcontractor’s fees and expenses. Each subservicing agreement shall provide that such agreement may be assumed expenses or terminated without cause or penalty by the Trustee or other Successor Master Servicer any differential in the event amount of the Master Servicer is terminated servicing fee paid hereunder and the amount necessary to induce any successor servicer to act as successor servicer under this Agreement and the transactions provided for in accordance with this Agreement. For purposes of remittances to the Trustee Securities Administrator pursuant to this Agreement, the Master related Servicer shall be deemed to have received a payment on a Mortgage Loan when a subservicer Subservicer or Subcontractor engaged by such Servicer has received such payment.

Subservicers. The Master Servicer Company shall perform all of its servicing responsibilities hereunder or may cause a subservicer to perform any such servicing responsibilities on its behalf, but the use by the Master Servicer Company of a subservicer shall not release the Master Servicer Company from any of its obligations hereunder and the Master Servicer Company shall remain responsible hereunder for all acts and omissions of each subservicer as fully as if such acts and omissions were those of the Master ServicerCompany. The Master Servicer Company shall pay all fees of each subservicer from its own funds, and a subservicer’s fee shall not exceed the Servicing Fee payable to the Master Servicer Company hereunder. At the cost and expense of the Master ServicerCompany, without any right of reimbursement from its Protected Account, the Master Servicer Company shall be entitled to terminate the rights and responsibilities of a subservicer and arrange for any servicing responsibilities to be performed by a successor subservicer; provided, however, that nothing contained herein shall be deemed to prevent or prohibit the Master ServicerCompany, at the Master ServicerCompany’s option, from electing to service the related Mortgage Loans itself. In the event that the Master ServicerCompany’s responsibilities and duties under this Agreement are terminated pursuant to Section 8.019.05, the Master Servicer Company shall at its own cost and expense terminate the rights and responsibilities of each subservicer effective as of the date of termination of the Master ServicerCompany. The Master Servicer Company shall pay all fees, expenses or penalties necessary in order to terminate the rights and responsibilities of each subservicer from the Master ServicerCompany’s own funds without reimbursement from the Trust Fund. Notwithstanding the foregoing, the Master Servicer Company shall not be relieved of its obligations hereunder and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage Loans. The Master Servicer Company shall be entitled to enter into an agreement with a subservicer for indemnification of the Master Servicer Company by the subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Any subservicing agreement Subservicing Agreement and any other transactions or services relating to the Mortgage Loans involving a subservicer shall be deemed to be between such subservicer and the Master Servicer Company alone, and the Trustee shall not have any obligations, duties or liabilities with respect to such subservicer including any obligation, duty or liability of the Trustee to pay such subservicer’s fees and expenses. Each subservicing agreement shall provide that provides that such agreement may be assumed or terminated without cause or penalty by the Master Servicer or the Trustee or other in its capacity as Successor Master Servicer in the event the Master Servicer Company is terminated in accordance with this Agreement. For purposes of remittances to the Trustee Master Servicer pursuant to this Agreement, the Master Servicer Company shall be deemed to have received a payment on a an Mortgage Loan when a subservicer has received such payment.

Subservicers. (a) The Master Backup Servicer may, at its own expense, enter into subservicing agreements with subservicers (the "Subservicers") for the servicing and administration of all or any part of the Receivables. References in this Agreement to actions taken or to be taken by the Backup Servicer in servicing and managing the Receivables include actions taken by a Subservicer on behalf of the Backup Servicer. Each Subservicer shall perform all of its servicing responsibilities hereunder be authorized to transact business in the state or may cause a subservicer states in which the related Receivables it is to service or manage are situated, if and to the extent required by applicable law to enable the Subservicer to perform any such servicing responsibilities on its behalf, but the use by the Master Servicer of a subservicer shall not release the Master Servicer from any of its obligations hereunder and under the Master applicable subservicing agreement. Each subservicing agreement shall be upon such terms and conditions as are not inconsistent with this Agreement and as to which the Backup Servicer shall remain responsible hereunder for all acts and omissions the Subservicer have agreed. For purposes of each subservicer as fully as if such acts and omissions were those of the Master Servicer. The Master Servicer shall pay all fees of each subservicer from its own funds, and a subservicer’s fee shall not exceed the Servicing Fee payable to the Master Servicer hereunder. At the cost and expense of the Master Servicer, without any right of reimbursement from its Protected Accountthis Agreement, the Master Backup Servicer shall be entitled to terminate the rights and responsibilities of a subservicer and arrange for any servicing responsibilities to be performed by a successor subservicer; provided, however, that nothing contained herein shall be deemed to prevent or prohibit have received any payment when the Master Subservicer receives such payment. The Backup Servicer shall notify the Trustee, the Issuer, the Note Insurer and the Rating Agency in writing promptly upon the appointment of any Subservicer. (b) As part of its servicing activities hereunder, the Backup Servicer, at for the Master Servicer’s optionbenefit of the Trustee, from electing to service the Note Insurer and the Noteholders, shall enforce the obligations of each Subservicer under the related Mortgage Loans itselfsubservicing agreement. In the event that the Master Servicer’s responsibilities and duties under this Agreement are terminated pursuant to Section 8.01Such enforcement, including, without limitation, the Master legal prosecution of claims, termination of subservicing agreements and pursuit of other appropriate remedies, shall be in accordance with the servicing standards set forth herein. The Backup Servicer shall pay the costs of such enforcement at its own cost expense and expense terminate shall be reimbursed therefor only from (i) a general recovery resulting from such enforcement only to the rights and responsibilities of each subservicer effective as extent, if any, that such recovery exceeds all amounts due in respect of the date related Receivables, or (ii) a specific recovery of termination of the Master Servicer. The Master Servicer shall pay all feescosts, expenses or penalties necessary attorneys fees against the party against whom such enforcement is directed. (c) Notwithstanding any subservicing agreement any of the provisions of this Agreement relating to agreements or arrangements between the Backup Servicer and a Subservicer, or reference to actions taken through a Subservicer or otherwise, the Backup Servicer shall remain obligated and liable to the Trustee, the Note Insurer and the Noteholders for the servicing, managing, collecting and administering of the Receivables and the other assets included in order to terminate the rights and responsibilities of each subservicer from the Master Servicer’s own funds without reimbursement from the Trust Fund. Notwithstanding Estate in accordance with the foregoing, the Master Servicer shall not be relieved provisions of its obligations hereunder Section 2.1 without diminution of such obligation or liability by virtue of such subservicing agreement or arrangements or by virtue of indemnification from a Subservicer and shall be obligated to the same extent and under the same terms and 86 92 conditions as if it the Backup Servicer alone were servicing servicing, managing, collecting and administering the Mortgage Loans. The Master Servicer shall be entitled to enter into an agreement with a subservicer for indemnification of the Master Servicer by the subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Any subservicing agreement and any other transactions or services relating to the Mortgage Loans involving a subservicer shall be deemed to be between such subservicer Receivables and the Master Servicer alone, and the Trustee shall not have any obligations, duties or liabilities with respect to such subservicer including any obligation, duty or liability of the Trustee to pay such subservicer’s fees and expenses. Each subservicing agreement shall provide that such agreement may be assumed or terminated without cause or penalty by the Trustee or other Successor Master Servicer assets included in the event the Master Servicer is terminated in accordance with this Agreement. For purposes of remittances to the Trustee pursuant to this Agreement, the Master Servicer shall be deemed to have received a payment on a Mortgage Loan when a subservicer has received such paymentTrust Estate.

Subservicers. The Master Servicer shall perform all of its servicing responsibilities hereunder or may cause a subservicer to perform any such servicing responsibilities on its behalf, but the use by the Master Servicer of a subservicer shall not release the Master Servicer from any of its obligations hereunder and with respect to the Master Servicer shall remain responsible hereunder for all acts and omissions of each subservicer as fully as if such acts and omissions were those of the Master Servicerrelated Mortgage Loans. The Master Servicer shall pay all fees of each subservicer of its subservicers from its own funds, and a subservicer’s 's fee shall not exceed the Servicing Fee payable to the Master Servicer hereunder. At the cost and expense of the Master Servicer, without any right of reimbursement from its Protected Custodial Account, the Master Servicer shall be entitled to terminate the rights and responsibilities of a subservicer and arrange for any servicing responsibilities to be performed by a successor subservicer; provided, however, that nothing contained herein shall be deemed to prevent or prohibit the Master Servicer, at the Master Servicer’s its option, from electing to service the related Mortgage Loans itself. In the event that the Master Servicer’s 's responsibilities and duties under this Agreement are terminated pursuant to Section 8.018.03, the Master Servicer shall at its own cost and expense terminate the rights and responsibilities of each subservicer with respect to the Mortgage Loans effective as of the date of termination of the Master Servicer's termination. The Master Servicer shall pay all fees, expenses or penalties necessary in order to terminate the rights and responsibilities of each subservicer from the Master Servicer’s 's own funds without reimbursement from the Trust Fund. Notwithstanding the foregoing, the Master Servicer shall not be relieved of its obligations hereunder with respect to the Mortgage Loans and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage Loans. The Master Servicer shall be entitled to enter into an agreement with a subservicer for indemnification of the Master Servicer by the subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Any subservicing agreement and any other transactions or services relating to the Mortgage Loans involving a subservicer shall be deemed to be between such subservicer and the Master Servicer alone, and the Trustee shall not have any obligations, duties or liabilities with respect to such subservicer including any obligation, duty or liability of the Trustee to pay such subservicer’s 's fees and expenses. Each subservicing agreement shall provide that such agreement may be assumed expenses or terminated without cause or penalty by the Trustee or other Successor Master Servicer any differential in the event amount of the Master Servicer is terminated servicing fee paid hereunder and the amount necessary to induce any successor servicer to act as successor servicer under this Agreement and the transactions provided for in accordance with this Agreement. For purposes of remittances to the Trustee pursuant to this Agreement, the Master Servicer shall be deemed to have received a payment on a Mortgage Loan when a subservicer has received such payment.

Subservicers. The Master Servicer shall perform all of its servicing responsibilities hereunder or may cause a subservicer Subservicer to perform any such servicing responsibilities on its behalf, but the use by the Master Servicer of a subservicer Subservicer shall not release the Servicer from any of its obligations hereunder with respect to the related Mortgage Loans. Any subservicing arrangement and the terms of the related Subservicing Agreement must provide for the servicing of such Mortgage Loans in a manner consistent with the servicing arrangements contemplated hereunder and the Servicer shall cause any Subservicer to comply with the provisions of this Agreement (including, without limitation, to provide the information required to be delivered under Sections 3.13, 3.14 and 3.18 hereof), to the same extent as if such Subservicer were the related Servicer. Each Subservicer shall be (i) authorized to transact business in the state or states where the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the Subservicer to perform its obligations hereunder and under the Subservicing Agreement and (ii) a Xxxxxxx Mac or Xxxxxx Mae approved mortgage servicer. The Servicer shall promptly, upon request, provide to the Master Servicer, the Trustee and the Depositor a written description (in form and substance satisfactory to the Master Servicer, the Trustee and the Depositor) of the role and function of each Subservicer utilized by the Servicer, specifying (i) the identity of each such Subservicer, (ii) which (if any) of such Subservicer are “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, and (iii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subservicer identified pursuant to clause (ii) of this subsection. The related Servicer shall be responsible for obtaining from each Subservicer and delivering to the Master Servicer any annual statement of compliance, assessment of compliance, attestation report and Xxxxxxxx-Xxxxx related certification as and when required to be delivered. The Servicer shall pay all fees of each of its Subservicers from its own funds. Notwithstanding the foregoing, with respect to the Mortgage Loans, the Servicer shall be entitled to outsource one or more separate servicing functions to any person that does not meet the eligibility requirements for a Subservicer (each such person, a “Subcontractor”), so long as such outsourcing does not constitute the delegation of the Servicer’s obligation to perform all or substantially all of the servicing of the related Mortgage Loans to such Subcontractor. The Servicer shall promptly, upon request, provide to the Master Servicer, the Trustee and the Depositor a written description (in form and substance satisfactory to the Master Servicer, the Trustee and the Depositor) of the role and function of each Subcontractor utilized by the Servicer, specifying (i) the identity of each such Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB and (ii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each such Subcontractor identified pursuant to clause (i) of this subsection; provided, however, that the Servicer shall not be required to provide the information in clause (i) or (ii) of this subsection until such time that the applicable assessment of compliance is due in accordance with Section 3.14 of this Agreement. In such event, the use by the Servicer of any such Subcontractor shall not release the Servicer from any of its obligations hereunder and the Master Servicer shall remain responsible hereunder for all acts and omissions of each subservicer such Subcontractor as fully as if such acts and omissions were those of the Master Servicer. The Master , and the Servicer shall pay all fees and expenses of each subservicer the Subcontractor from its the Servicer’s own funds. As a condition to the utilization of any Subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Servicer shall cause any such Subcontractor used by it for the benefit of the Master Servicer, the Trustee and a subservicer’s fee the Depositor to comply with the provisions of Sections 3.13, 3.14 and 3.18 of this Agreement to the same extent as if such Subcontractor were the Servicer. The Servicer shall not exceed the Servicing Fee payable be responsible for obtaining from each Subcontractor and delivering to the Master Servicer hereunderServicer, the Trustee and any Depositor any compliance statement, assessment of compliance, attestation report and Xxxxxxxx-Xxxxx related certification required to be delivered by such Subcontractor under Section 3.13, 3.14 and 3.18, in each case as and when required to be delivered. At the cost and expense of the Master Servicer, without any right of reimbursement from its Protected Custodial Account, the Master Servicer shall be entitled to terminate the rights and responsibilities of a subservicer Subservicer or Subcontractor and arrange for any servicing responsibilities to be performed by a successor subservicerSubservicer or Subcontractor; provided, however, that nothing contained herein shall be deemed to prevent or prohibit the Master Servicer, at the Master Servicer’s its option, from electing to service the related Mortgage Loans itself. In the event that the Master Servicer’s responsibilities and duties under this Agreement are terminated pursuant to Section 8.01, the Master Servicer shall at its own cost and expense terminate the rights and responsibilities of each subservicer Subservicer and Subcontractor with respect to the Mortgage Loans effective as of the date of termination of the Master Servicer’s termination. The Master Servicer shall pay all fees, expenses or penalties necessary in order to terminate the rights and responsibilities of each subservicer Subservicer and Subcontractor from the Master Servicer’s own funds without reimbursement from the Trust Fund. Notwithstanding the foregoing, the Master Servicer shall not be relieved of its obligations hereunder with respect to the Mortgage Loans and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage Loans. The Master Servicer shall be entitled to enter into an agreement with a subservicer Subservicer or Subcontractor, as applicable, for indemnification of the Master Servicer by the subservicer Subservicer or Subcontractor, as applicable, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Any subservicing agreement Subservicing Agreement and any other transactions or services relating to the Mortgage Loans involving a subservicer Subservicer or Subcontractor shall be deemed to be between such subservicer Subservicer or Subcontractor and the Master Servicer alone, and neither the Master Servicer nor the Trustee shall not have any obligations, duties or liabilities with respect to such subservicer Subservicer or Subcontractor including any obligation, duty or liability of Master Servicer or the Trustee to pay such subservicerSubservicer’s or Subcontractor’s fees and expenses. Each subservicing agreement shall provide that such agreement may be assumed expenses or terminated without cause or penalty by the Trustee or other Successor Master Servicer any differential in the event amount of the Master Servicer is terminated servicing fee paid hereunder and the amount necessary to induce any successor servicer to act as successor servicer under this Agreement and the transactions provided for in accordance with this Agreement. For purposes of remittances to the Trustee Securities Administrator pursuant to this Agreement, the Master Servicer shall be deemed to have received a payment on a Mortgage Loan when a subservicer Subservicer or Subcontractor has received such payment.

Subservicers. The Master Servicer Company shall perform all of its servicing responsibilities hereunder or may cause a subservicer to perform any such servicing responsibilities on its behalf, but the use by the Master Servicer Company of a subservicer shall not release the Master Servicer Company from any of its obligations hereunder and the Master Servicer Company shall remain responsible hereunder for all acts and omissions of each subservicer as fully as if such acts and omissions were those of the Master ServicerCompany. The Master Servicer Company shall pay all fees of each subservicer from its own funds, and a subservicer’s fee shall not exceed the Servicing Fee payable to the Master Servicer Company hereunder. At the cost and expense of the Master ServicerCompany, without any right of reimbursement from its Protected Accountreimbursement, the Master Servicer Company shall be entitled to terminate the rights and responsibilities of a subservicer and arrange for any servicing responsibilities to be performed by a successor subservicer; provided, however, that nothing contained herein shall be deemed to prevent or prohibit the Master ServicerCompany, at the Master ServicerCompany’s option, from electing to service the related Mortgage Loans HELOCs itself. In the event that the Master ServicerCompany’s responsibilities and duties under this Agreement are terminated pursuant to Section 8.019.03, the Master Servicer Company shall at its own cost and expense terminate the rights and responsibilities of each subservicer effective as of the date of termination of the Master ServicerCompany. The Master Servicer Company shall pay all fees, expenses or penalties necessary in order to terminate the rights and responsibilities of each subservicer from the Master ServicerCompany’s own funds without reimbursement from the Trust Fund. Notwithstanding the foregoing, the Master Servicer Company shall not be relieved of its obligations hereunder and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage LoansEMC HELOCs. The Master Servicer Company shall be entitled to enter into an agreement with a subservicer for indemnification of the Master Servicer Company by the subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Any subservicing agreement and any other transactions or services relating to the Mortgage Loans EMC HELOCs involving a subservicer shall be deemed to be between such subservicer and the Master Servicer Company alone, and neither the Master Servicer nor the Indenture Trustee shall not have any obligations, duties or liabilities with respect to such subservicer including any obligation, duty or liability of either the Master Servicer or the Indenture Trustee to pay such subservicer’s fees and expenses. Each subservicing agreement shall provide that such agreement may be assumed or terminated without cause or penalty by the Trustee or other Successor Master Servicer in the event the Master Servicer is terminated in accordance with this Agreement. For purposes of remittances to the Trustee Securities Administrator pursuant to this Agreement, the Master Servicer Company shall be deemed to have received a payment on a Mortgage Loan an EMC HELOC when a subservicer has received such payment.

Subservicers. (a) The Master Servicer shall perform all may enter into subservicing agreements with one or more subservicers for the servicing and administration of its servicing responsibilities hereunder certain of the Receivables (including holding the related Receivable Files as custodian). References herein to actions taken or may cause a subservicer to perform any such servicing responsibilities on its behalf, but the use be taken by the Master Servicer of in servicing the Receivables include actions taken or to be taken by a subservicer shall not release the Master Servicer from any of its obligations hereunder and the Master Servicer shall remain responsible hereunder for all acts and omissions of each subservicer as fully as if such acts and omissions were those on behalf of the Master Servicer. The Master Servicer shall pay all fees of each subservicer from its own funds, Each subservicing agreement will be upon such terms and a subservicer’s fee shall conditions as are not exceed the Servicing Fee payable to inconsistent with this Agreement and as the Master Servicer hereunderand the subservicer have agreed. At With the cost and expense approval of the Master Servicer, without a subservicer may delegate its servicing obligations to third-party servicers, but such subservicer will remain obligated under the related subservicing agreement. The Master Servicer and a subservicer may enter into amendments thereto or different forms of subservicing agreements; provided, however, that any right such amendments or different forms shall be consistent with and not violate the provisions of reimbursement from its Protected Account, this Agreement or materially adversely affect the rights of the Securityholders hereunder. (b) The Master Servicer shall be entitled to terminate any subservicing agreement that may exist in accordance with the rights terms and responsibilities conditions of a subservicer such subservicing agreement and arrange for without any servicing responsibilities to be performed limitation by a successor subservicervirtue of this Agreement; provided, however, that nothing contained herein shall be deemed to prevent or prohibit in the event of termination of any subservicing agreement by the Master Servicer, at the Master Servicer’s option, from electing to service Servicer or the related Mortgage Loans itself. In the event that the Master Servicer’s responsibilities and duties under this Agreement are terminated pursuant to Section 8.01subservicer, the Master Servicer shall at its own cost and expense terminate the rights and responsibilities of each subservicer effective either act directly as servicer of the date of termination related Receivable or enter into a subservicing agreement with a successor subservicer which will be bound by the terms of the Master Servicer. The related subservicing agreement. (c) Notwithstanding any subservicing agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Master Servicer shall pay all fees, expenses or penalties necessary in order a subservicer or reference to terminate the rights and responsibilities of each subservicer from the Master Servicer’s own funds without reimbursement from the Trust Fund. Notwithstanding the foregoingactions taken through such Persons or otherwise, the Master Servicer shall not be relieved remain obligated and liable to the Indenture Trustee, the Owner Trustee, the Issuer and the Securityholders for the servicing and administering of its obligations hereunder the Receivables in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such subservicing agreements or arrangements or by virtue of indemnification from a subservicer and shall be obligated to the same extent and under the same terms and conditions as if it the Master Servicer alone were servicing and administering the Mortgage LoansReceivables. The Master Servicer shall be entitled to enter into an agreement with a subservicer for indemnification of the Master Servicer by the subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. . (d) Any subservicing agreement that may be entered into and any other transactions or services servicing arrangements relating to the Mortgage Loans Receivables involving a subservicer or an Affiliate of the Master Servicer, shall be deemed to be between the subservicer or such subservicer Affiliate, as the case may be, and the Master Servicer alone, and none of the Trustee Indenture Trustee, the Owner Trustee, the Issuer, the Noteholders or the Certificateholders shall not be deemed parties thereto and shall have any no claims, rights, obligations, duties or liabilities with respect to such the subservicer including any obligation, duty or liability of except as set forth in the Trustee to pay such subservicer’s fees and expenses. Each subservicing agreement shall provide that such agreement may be assumed or terminated without cause or penalty by the Trustee or other Successor Master Servicer in immediately succeeding paragraph. (e) In the event the Master Servicer is terminated in accordance with shall for any reason no longer be acting as master servicer under this Agreement. For purposes Agreement (including by reason of remittances to the Trustee pursuant to this Agreement, termination of the Master Servicer following the occurrence of a Servicer Termination Event), the Indenture Trustee or its designee may, at the sole discretion of the Indenture Trustee, thereupon assume all of the rights and obligations of such Master Servicer under each subservicing agreement selected by the Indenture Trustee in its sole discretion. In such event, the Indenture Trustee, its designee or such other Successor Master Servicer that is appointed pursuant to Section 7.02 and assumes the obligations and duties of the Master Servicer under this Agreement shall be deemed to have received assumed all of the Master Servicer’s interest therein and to have replaced the Master Servicer as a payment on a Mortgage Loan when a party to each such subservicing agreement to the same extent as if such subservicing agreement had been assigned to the assuming party except that the Master Servicer shall not thereby be relieved of any liability or obligations under the subservicing agreement. The Master Servicer shall, upon request of the Indenture Trustee but at the expense of the Master Servicer, deliver to the assuming party all documents and records relating to each such subservicing agreement and the Receivables then being serviced and an accounting of amounts collected and held by it and otherwise use its best efforts to effect the orderly and efficient transfer of the subservicing agreement to the assuming party. The Master Servicer shall promptly provide notice to each Rating Agency, with respect to such termination of the Master Servicer and assumption by the Indenture Trustee. (f) The Master Servicer, each subservicer has received and any Successor Master Servicer shall at all times comply with all applicable federal, State and local laws, rules, regulations and ordinances governing or relating to the privacy rights of the Obligors in connection with its performance of its duties under this Agreement, including the Xxxxx-Xxxxx-Xxxxxx Act. The Master Servicer, each subservicer and any Successor Master Servicer shall implement such paymentphysical and other security measures as shall be necessary to (i) ensure the security and confidentiality of the “nonpublic personal information” of each Obligor, (ii) protect against any threats or hazards to the security and integrity of such nonpublic personal information and (iii) protect against any unauthorized access to or use of such nonpublic personal information.

Subservicers. The Master Servicer shall perform all of its servicing responsibilities hereunder or may cause a subservicer to perform any such servicing responsibilities on its behalf, but the use by the Master Servicer of a subservicer shall not release the Master Servicer from any of its obligations hereunder and with respect to the Master Servicer shall remain responsible hereunder for all acts and omissions of each subservicer as fully as if such acts and omissions were those of the Master Servicerrelated Mortgage Loans. The Master Servicer shall pay all fees of each subservicer of its subservicers from its own funds, and a subservicer’s fee shall not exceed the Servicing Fee payable to the Master Servicer hereunder. At the cost and expense of the Master Servicer, without any right of reimbursement from its Protected the Custodial Account, the Master Servicer shall be entitled to terminate the rights and responsibilities of a subservicer and arrange for any servicing responsibilities to be performed by a successor subservicer; provided, however, that nothing contained herein shall be deemed to prevent or prohibit the Master Servicer, at the Master Servicer’s its option, from electing to service the related Mortgage Loans itself. In the event that the Master Servicer’s responsibilities and duties under this Agreement are terminated pursuant to Section 8.018.03, the Master Servicer shall at its own cost and expense terminate the rights and responsibilities of each subservicer with respect to the Mortgage Loans effective as of the date of termination of the Master Servicer’s termination. The Master Servicer shall pay all fees, expenses or penalties necessary in order to terminate the rights and responsibilities of each subservicer from the Master Servicer’s own funds without reimbursement from the Trust Fund. Notwithstanding the foregoing, the Master Servicer shall not be relieved of its obligations hereunder with respect to the Mortgage Loans and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage Loans. The Master Servicer shall be entitled to enter into an agreement with a subservicer for indemnification of the Master Servicer by the subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Any subservicing agreement and any other transactions or services relating to the Mortgage Loans involving a subservicer shall be deemed to be between such subservicer and the Master Servicer alone, and the Trustee shall not have any obligations, duties or liabilities with respect to such subservicer including any obligation, duty or liability of the Trustee to pay such subservicer’s fees and expenses. Each subservicing agreement shall provide that such agreement may be assumed expenses or terminated without cause or penalty by the Trustee or other Successor Master Servicer any differential in the event amount of the Master Servicer is terminated servicing fee paid hereunder and the amount necessary to induce any successor servicer to act as successor servicer under this Agreement and the transactions provided for in accordance with this Agreement. For purposes of remittances to the Trustee pursuant to this Agreement, the Master Servicer shall be deemed to have received a payment on a Mortgage Loan when a subservicer has received such payment.

Subservicers. The Master Servicer shall perform all Mortgage Loans may be subserviced by a Subservicer on behalf of its servicing responsibilities hereunder or may cause Seller provided that the Subservicer is a subservicer GNMA-approved issuer, Fannxx Xxx-xxxroved lender, Freddie Mac seller/servicer, FHA Approved Mortgagee, and VA Approved Lender, in each case in good standing, and no event has occurred, including but not limited to perform any such servicing responsibilities on its behalfa change in insurance coverage, but that would make it unable to comply with the use eligibility requirements for lenders/servicers imposed by the Master Servicer of a subservicer relevant Agency Guide. Seller shall not release notify all relevant Subservicers, at the Master Servicer from any of its obligations hereunder and the Master Servicer shall remain responsible hereunder for all acts and omissions commencement of each subservicer as fully as if such acts and omissions were those Transaction, of the Master ServicerPurchaser’s interest under this Agreement. The Master Servicer Seller shall pay all fees and expenses of each subservicer a Subservicer from its own funds, and a subservicerSubservicer’s fee shall not exceed the Servicing Fee payable to the Master Servicer hereunderrespecting a particular Mortgage Pool. At the cost and expense of the Master ServicerSeller, without any right of reimbursement from its Protected Accountany custodial collection account, the Master Servicer Seller shall be entitled to terminate the rights and responsibilities of a subservicer Subservicer and arrange for any servicing responsibilities to be performed by a successor subservicerSubservicer meeting the requirements in the preceding paragraph; provided, however, that nothing contained herein shall be deemed to prevent or prohibit the Master ServicerSeller, at the Master ServicerSeller’s option, from electing to service the related Mortgage Loans itself. In the event that the Master Servicer’s responsibilities Sellxx’x xesponsibilities and duties under this Agreement are terminated pursuant respecting a particular Mortgage Pool expire by reason of expiration or earlier termination of the Interim Servicing Period, if reasonably requested to Section 8.01do so by Purchaser, the Master Servicer shall Seller shall, at its own cost and expense expense, terminate the rights and responsibilities of each subservicer effective any Subservicers as soon as is reasonably possible. Notwithstanding any of the date provisions of termination of the Master Servicer. The Master Servicer shall pay all feesthis Agreement relating to agreements or arrangements between Seller and a Subservicer or any reference herein to actions taken through a Subservicer or otherwise, expenses or penalties necessary in order to terminate the rights and responsibilities of each subservicer from the Master Servicer’s own funds without reimbursement from the Trust Fund. Notwithstanding the foregoing, the Master Servicer Seller shall not be relieved of its obligations hereunder Obligations to Purchaser or other registered holder of the Participation Certificate and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage LoansLoans and Seller shall remain responsible hereunder for all acts and omissions of a Subservicer as fully as if such acts and omissions were those of Seller. The Master Servicer Seller shall be entitled to enter into an agreement with a subservicer Subservicer for indemnification of the Master Servicer Seller by the subservicer Subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. LEGAL02/43085055v3 Any subservicing agreement and any other transactions or services relating to the Mortgage Loans involving a subservicer Subservicer shall be deemed to be between such subservicer the Subservicer and the Master Servicer Seller alone, and the Trustee Purchaser shall not have any no obligations, duties or liabilities with respect to such subservicer the Subservicer including any no obligation, duty or liability of the Trustee to pay such subservicerthe Subservicer’s fees and expenses. Each subservicing agreement shall provide that such agreement may be assumed or terminated without cause or penalty by the Trustee or other Successor Master Servicer in the event the Master Servicer is terminated in accordance with this Agreement. For purposes of remittances to the Trustee pursuant to this Agreement, the Master Servicer shall be deemed to have received a payment on a Mortgage Loan when a subservicer has received such payment.

Subservicers. The Master Servicer shall perform all Mortgage Loans may be subserviced by a Subservicer on behalf of its servicing responsibilities hereunder or may cause Seller provided that the Subservicer is a subservicer GNMA-approved issuer, Xxxxxx Xxx-approved lender, Freddie Mac seller/servicer, FHA Approved Mortgagee, and VA Approved Lender, in each case in good standing, and no event has occurred, including but not limited to perform any such servicing responsibilities on its behalfa change in insurance coverage, but that would make it unable to comply with the use eligibility requirements for lenders/servicers imposed by the Master Servicer of a subservicer relevant Agency Guide. Seller shall not release notify all relevant Subservicers, at the Master Servicer from any of its obligations hereunder and the Master Servicer shall remain responsible hereunder for all acts and omissions commencement of each subservicer as fully as if such acts and omissions were those Transaction, of the Master ServicerPurchaser’s interest under this Agreement. The Master Servicer Seller shall pay all fees and expenses of each subservicer a Subservicer from its own funds, and a subservicerSubservicer’s fee shall not exceed the Servicing Fee payable to the Master Servicer hereunderrespecting a particular Mortgage Pool. At the cost and expense of the Master ServicerSeller, without any right of reimbursement from its Protected Accountany custodial collection account, the Master Servicer Seller shall be entitled to terminate the rights and responsibilities of a subservicer Subservicer and arrange for any servicing responsibilities to be performed by a successor subservicerSubservicer meeting the requirements in the preceding paragraph; provided, however, that nothing contained herein shall be deemed to prevent or prohibit the Master ServicerSeller, at the Master ServicerSeller’s option, from electing to service the related Mortgage Loans itself. In the event that the Master ServicerXxxxxx’s responsibilities and duties under this Agreement are terminated pursuant respecting a particular Mortgage Pool expire by reason of expiration or earlier termination of the Interim Servicing Period, if reasonably requested to Section 8.01do so by Purchaser, the Master Servicer shall Seller shall, at its own cost and expense expense, terminate the rights and responsibilities of each subservicer effective any Subservicers as soon as is reasonably possible. Notwithstanding any of the date provisions of termination of the Master Servicer. The Master Servicer shall pay all feesthis Agreement relating to agreements or arrangements between Seller and a Subservicer or any reference herein to actions taken through a Subservicer or otherwise, expenses or penalties necessary in order to terminate the rights and responsibilities of each subservicer from the Master Servicer’s own funds without reimbursement from the Trust Fund. Notwithstanding the foregoing, the Master Servicer Seller shall not be relieved of its obligations hereunder Obligations to Purchaser or other registered holder of the Participation Certificate and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage LoansLoans and Seller shall remain responsible hereunder for all acts and omissions of a Subservicer as fully as if such acts and omissions were those of Seller. The Master Servicer Seller shall be entitled to enter into an agreement with a subservicer Subservicer for indemnification of the Master Servicer Seller by the subservicer Subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. LEGAL02/43307475v2 Any subservicing agreement and any other transactions or services relating to the Mortgage Loans involving a subservicer Subservicer shall be deemed to be between such subservicer the Subservicer and the Master Servicer Seller alone, and the Trustee Purchaser shall not have any no obligations, duties or liabilities with respect to such subservicer the Subservicer including any no obligation, duty or liability of the Trustee to pay such subservicerthe Subservicer’s fees and expenses. Each subservicing agreement shall provide that such agreement may be assumed or terminated without cause or penalty by the Trustee or other Successor Master Servicer in the event the Master Servicer is terminated in accordance with this Agreement. For purposes of remittances to the Trustee pursuant to this Agreement, the Master Servicer shall be deemed to have received a payment on a Mortgage Loan when a subservicer has received such payment.

Subservicers. The Master Servicer shall perform all of its servicing responsibilities hereunder or may cause a the Subservicer, or any other subservicer if the Subservicer has been terminated or has resigned, to perform any such servicing responsibilities on its behalf, but the use by the Master Servicer of a Servicer, the Subservicer or any other subservicer shall not release the Master Servicer from any of its obligations hereunder and the Master Servicer shall remain responsible hereunder for all acts and omissions of each subservicer as fully as if such acts and omissions were those of the Master Servicer. The Master Subservicer and any such other subservicer must be a Xxxxxx Xxx approved seller/servicer or a Xxxxxxx Mac approved seller/servicer in good standing and no event shall have occurred, including but not limited to, a change in insurance coverage, which would make it unable to comply with the eligibility requirements for seller/servicers imposed by Xxxxxx Xxx or Xxxxxxx Mac, or which would require notification to Xxxxxx Mae or Xxxxxxx Mac. The Subservicer may retain its fees and expenses and/or withdraw such fees and expenses from the Custodial Account, to the same extent that the Servicer would be entitled to retain or withdraw such fees and expenses if the Servicer were owed them. The Servicer shall pay all fees and expenses of each any other subservicer from its own funds, and a . A subservicer’s fee shall not exceed the Servicing Fee payable to the Master Servicer hereunderFee. At the cost and expense of the Master Servicer, without any right of reimbursement from its Protected the Custodial Account, subject to the Master terms of the related subservicing agreement, the Servicer shall be entitled to terminate the rights and responsibilities of a subservicer and arrange for any servicing responsibilities to be performed by a successor subservicersubservicer meeting the requirements in the preceding paragraph; provided, however, that nothing contained herein shall be deemed to prevent or prohibit the Master Servicer, at the Master Servicer’s option, from electing to service the related Mortgage Loans itself. In the event that the Master Servicer’s responsibilities and duties under this Agreement are terminated pursuant to Section 8.018.04, 9.01 or 10.01, and if requested to do so by the Master Servicer, the Master Servicer shall at its own cost and expense terminate the rights and responsibilities of each subservicer effective as of the date of termination of the Master Servicer; provided that the Subservicer may only be terminated in accordance with the terms of the Subservicing Agreement. The Master Servicer shall pay all fees, expenses or penalties necessary in order to terminate the rights and responsibilities of each any subservicer from the Master Servicer’s own funds without reimbursement from the Trust Fundany other Person. Notwithstanding any of the foregoingprovisions of this Agreement relating to agreements or arrangements between the Servicer and a subservicer or any reference herein to actions taken through a subservicer or otherwise, the Master Servicer shall not be relieved of its obligations hereunder to the Issuing Entity, the Master Servicer and the Indenture Trustee and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage Loans. The Master Servicer shall be responsible for ensuring that the Subservicer and each other subservicer complies with any provision in this Agreement imposing obligations on the Subservicer or any other subservicer. The Servicer shall be entitled to enter into an agreement with a the Subservicer or any other subservicer for indemnification of the Master Servicer by the Subservicer or such other subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Any subservicing agreement and any other transactions or services relating to the Mortgage Loans involving a subservicer shall be deemed to be between such subservicer and the Master Servicer alone, and none of the Issuing Entity, the Master Servicer or the Indenture Trustee shall not have any obligations, duties or liabilities with respect to such subservicer including any no obligation, duty or liability of the Trustee to pay such subservicer’s fees and expenses. Each subservicing agreement shall provide that such agreement may be assumed or terminated without cause or penalty by the Trustee or other Successor Master Servicer in the event the Master Servicer is terminated in accordance with this Agreement. For purposes of remittances to distributions and advances by the Trustee Servicer pursuant to this Agreement, the Master Servicer shall be deemed to have received a payment on a Mortgage Loan when a the Subservicer or another subservicer has received such payment.

Subservicers. The Master Servicer Company shall perform all of its servicing responsibilities hereunder or may cause a subservicer to perform any such servicing responsibilities on its behalf, but the use by the Master Servicer Company of a subservicer shall not release the Master Servicer Company from any of its obligations hereunder and the Master Servicer Company shall remain responsible hereunder for all acts and omissions of each subservicer as fully as if such acts and omissions were those of the Master ServicerCompany. The Master Servicer Company shall pay all fees of each subservicer from its own funds, and a subservicer’s 's fee shall not exceed the Servicing Fee payable to the Master Servicer Company hereunder. At the cost and expense of the Master ServicerCompany, without any right of reimbursement from its Protected Account, the Master Servicer Company shall be entitled to terminate the rights and responsibilities of a subservicer and arrange for any servicing responsibilities to be performed by a successor subservicer; provided, however, that nothing contained herein shall be deemed to prevent or prohibit the Master ServicerCompany, at the Master Servicer’s Company's option, from electing to service the related EMC Mortgage Loans itself. In the event that the Master Servicer’s Company's responsibilities and duties under this Agreement are terminated pursuant to Section 8.019.04, the Master Servicer Company shall at its own cost and expense terminate the rights and responsibilities of each subservicer effective as of the date of termination of the Master ServicerCompany. The Master Servicer Company shall pay all fees, expenses or penalties necessary in order to terminate the rights and responsibilities of each subservicer from the Master Servicer’s Company's own funds without reimbursement reimbursements from the Trust Fund. Notwithstanding the foregoing, the Master Servicer Company shall not be relieved of its obligations hereunder and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the EMC Mortgage Loans. The Master Servicer Company shall be entitled to enter into an agreement with a subservicer for indemnification of the Master Servicer Company by the subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Any subservicing agreement and any other transactions or services relating to the EMC Mortgage Loans involving a subservicer shall be deemed to be between such subservicer and the Master Servicer Company alone, and neither the Master Servicer nor the Trustee shall not have any obligations, duties or liabilities with respect to such subservicer including any obligation, duty or liability of either the Master Servicer or the Trustee to pay such subservicer’s 's fees and expenses. Each subservicing agreement shall provide that such agreement may be assumed or terminated without cause or penalty by the Trustee or other Successor Master Servicer in the event the Master Servicer is terminated in accordance with this Agreement. For purposes of remittances to the Trustee Master Servicer pursuant to this Agreement, the Master Servicer Company shall be deemed to have received a payment on a an EMC Mortgage Loan when a subservicer has received such payment.

Subservicers. The Master Servicer shall perform all may enter into subservicing agreements with one or more subservicers for the servicing and administration of its servicing responsibilities hereunder certain of the Receivables (including holding the related Receivable Files as custodian). References herein to actions taken or may cause a subservicer to perform any such servicing responsibilities on its behalf, but the use be taken by the Master Servicer of in servicing the Receivables include actions taken or to be taken by a subservicer shall not release the Master Servicer from any of its obligations hereunder and the Master Servicer shall remain responsible hereunder for all acts and omissions of each subservicer as fully as if such acts and omissions were those on behalf of the Master Servicer. The Master Servicer shall pay all fees of each subservicer from its own funds, Each subservicing agreement will be upon such terms and a subservicer’s fee shall conditions as are not exceed the Servicing Fee payable to inconsistent with this Agreement and as the Master Servicer hereunderand the subservicer have agreed. At With the cost and expense approval of the Master Servicer, without a subservicer may delegate its servicing obligations to third-party servicers, but such subservicer will remain obligated under the related subservicing agreement. The Master Servicer and a subservicer may enter into amendments thereto or different forms of subservicing agreements; provided, however, that any right such amendments or different forms shall be consistent with and not violate the provisions of reimbursement from its Protected Account, this Agreement or materially adversely affect the rights of the Securityholders hereunder. The Master Servicer shall be entitled to terminate any subservicing agreement that may exist in accordance with the rights terms and responsibilities conditions of a subservicer such subservicing agreement and arrange for without any servicing responsibilities to be performed limitation by a successor subservicervirtue of this Agreement; provided, however, that nothing contained herein shall be deemed to prevent or prohibit in the event of termination of any subservicing agreement by the Master Servicer, at the Master Servicer’s option, from electing to service Servicer or the related Mortgage Loans itself. In the event that the Master Servicer’s responsibilities and duties under this Agreement are terminated pursuant to Section 8.01subservicer, the Master Servicer shall at its own cost and expense terminate the rights and responsibilities of each subservicer effective either act directly as servicer of the date of termination related Receivable or enter into a subservicing agreement with a successor subservicer which will be bound by the terms of the Master Servicerrelated subservicing agreement. The Notwithstanding any subservicing agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Master Servicer shall pay all fees, expenses or penalties necessary in order a subservicer or reference to terminate the rights and responsibilities of each subservicer from the Master Servicer’s own funds without reimbursement from the Trust Fund. Notwithstanding the foregoingactions taken through such Persons or otherwise, the Master Servicer shall not be relieved remain obligated and liable to the Indenture Trustee, the Owner Trustee, the Issuer and the Securityholders for the servicing and administering of its obligations hereunder the Receivables in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such subservicing agreements or arrangements or by virtue of indemnification from a subservicer and shall be obligated to the same extent and under the same terms and conditions as if it the Master Servicer alone were servicing and administering the Mortgage LoansReceivables. The Master Servicer shall be entitled to enter into an agreement with a subservicer for indemnification of the Master Servicer by the subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Any subservicing agreement that may be entered into and any other transactions or services servicing arrangements relating to the Mortgage Loans Receivables involving a subservicer or an Affiliate of the Master Servicer in its capacity as such, and not as an originator of Receivables, shall be deemed to be between the subservicer or such subservicer Affiliate, as the case may be, and the Master Servicer alone, and none of the Trustee Indenture Trustee, the Owner Trustee, the Issuer, the Noteholders nor the Certificateholders shall not be deemed parties thereto and shall have any no claims, rights, obligations, duties or liabilities with respect to such the subservicer including any obligation, duty or liability of except as set forth in the Trustee to pay such subservicer’s fees and expensesimmediately succeeding paragraph. Each subservicing agreement shall provide that such agreement may be assumed or terminated without cause or penalty by the Trustee or other Successor Master Servicer in In the event the Master Servicer is terminated in accordance with shall for any reason no longer be acting as master servicer under this Agreement. For purposes Agreement (including by reason of remittances to the Trustee pursuant to this Agreement, termination of the Master Servicer following the occurrence of a Servicer Termination Event), the Indenture Trustee or its designee may, at the sole discretion of the Indenture Trustee, thereupon assume all of the rights and obligations of such Master Servicer under each subservicing agreement selected by the Indenture Trustee in its sole discretion. In such event, the Indenture Trustee, its designee or such other Successor Master Servicer that is appointed pursuant to Section 7.02 and assumes the obligations and duties of the Master Servicer under this Agreement shall be deemed to have received assumed all of the Master Servicer's interest therein and to have replaced the Master Servicer as a payment on a Mortgage Loan when a party to each such subservicing agreement to the same extent as if such subservicing agreement had been assigned to the assuming party except that the Master Servicer shall not thereby be relieved of any liability or obligations under the subservicing agreement. The Master Servicer shall, upon request of the Indenture Trustee but at the expense of the Master Servicer, deliver to the assuming party all documents and records relating to each such subservicing agreement and the Receivables then being serviced and an accounting of amounts collected and held by it and otherwise use its best efforts to effect the orderly and efficient transfer of the subservicing agreement to the assuming party. The Master Servicer shall promptly provide notice to each Rating Agency, with respect to such termination of the Master Servicer and assumption by the Indenture Trustee. The Master Servicer, each subservicer has received and any Successor Master Servicer shall at all times comply with all applicable federal, State and local laws, rules, regulations and ordinances governing or relating to the privacy rights of the Obligors in connection with its performance of its duties under this Agreement, including the Gramm-Leach-Bliley Act. The Master Servicer, each subservicer and anx Xxxxxxxxx Xxxxxx Servicer shall implement such paymentphysical and other security measures as shall be necessary to (i) ensure the security and confidentiality of the "nonpublic personal information" of each Obligor, (ii) protect against any threats or hazards to the security and integrity of such nonpublic personal information and (iii) protect against any unauthorized access to or use of such nonpublic personal information.

Subservicers. The Master Servicer shall perform all of its servicing responsibilities hereunder or may cause a subservicer to perform any such servicing responsibilities on its behalf, but the use by the Master Servicer of a subservicer shall not release the Master Servicer from any of its obligations hereunder and with respect to the Master Servicer shall remain responsible hereunder for all acts and omissions of each subservicer as fully as if such acts and omissions were those of the Master Servicerrelated Mortgage Loans. The Master Servicer shall pay all fees of each subservicer of its subservicers from its own funds, and a subservicer’s 's fee shall not exceed the Servicing Fee payable to the Master Servicer hereunder. At the cost and expense of the Master Servicer, without any right of reimbursement from its Protected the Custodial Account, the Master Servicer shall be entitled to terminate the rights and responsibilities of a subservicer and arrange for any servicing responsibilities to be performed by a successor subservicer; provided, however, that nothing contained herein shall be deemed to prevent or prohibit the Master Servicer, at the Master Servicer’s its option, from electing to service the related Mortgage Loans itself. In the event that the Master Servicer’s 's responsibilities and duties under this Agreement are terminated pursuant to Section 8.018.03, the Master Servicer shall at its own cost and expense terminate the rights and responsibilities of each subservicer with respect to the Mortgage Loans effective as of the date of termination of the Master Servicer's termination. The Master Servicer shall pay all fees, expenses or penalties necessary in order to terminate the rights and responsibilities of each subservicer from the Master Servicer’s 's own funds without reimbursement from the Trust Fund. Notwithstanding the foregoing, the Master Servicer shall not be relieved of its obligations hereunder with respect to the Mortgage Loans and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage Loans. The Master Servicer shall be entitled to enter into an agreement with a subservicer for indemnification of the Master Servicer by the subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Any subservicing agreement and any other transactions or services relating to the Mortgage Loans involving a subservicer shall be deemed to be between such subservicer and the Master the Servicer alone, and the Trustee shall not have any obligations, duties or liabilities with respect to such subservicer including any obligation, duty or liability of the Trustee to pay such subservicer’s 's fees and expenses. Each subservicing agreement shall provide that such agreement may be assumed expenses or terminated without cause or penalty by the Trustee or other Successor Master Servicer any differential in the event amount of the Master Servicer is terminated servicing fee paid hereunder and the amount necessary to induce any successor servicer to act as successor servicer under this Agreement and the transactions provided for in accordance with this Agreement. For purposes of remittances to the Trustee pursuant to this Agreement, the Master Servicer shall be deemed to have received a payment on a Mortgage Loan when a subservicer has received such payment.

Subservicers. The Master Servicer shall perform all Mortgage Loans may be subserviced by a Subservicer on behalf of its servicing responsibilities hereunder or may cause Seller provided that the Subservicer is a subservicer GNMA-approved issuer, Xxxxxx Xxx-approved lender, FHLMC seller/servicer, FHA Approved Mortgagee, and VA Approved Lender, in each case in good standing, and no event has occurred, including but not limited to perform any such servicing responsibilities on its behalfa change in insurance coverage, but that would make it unable to comply with the use eligibility requirements for lenders/servicers imposed by the Master Servicer of a subservicer relevant Agency Guide or which would require notification to the relevant Agency. Seller shall not release notify all relevant Subservicers, at the Master Servicer from any of its obligations hereunder and the Master Servicer shall remain responsible hereunder for all acts and omissions commencement of each subservicer as fully as if such acts and omissions were those Transaction, of the Master ServicerPurchaser’s interest under this Agreement. The Master Servicer Seller shall pay all fees and expenses of each subservicer a Subservicer from its own funds, and a subservicerSubservicer’s fee shall not exceed the Servicing Fee payable to the Master Servicer hereunderrespecting a particular Mortgage Pool. At the cost and expense of the Master ServicerSeller, without any right of reimbursement from its Protected Accountany custodial collection account, the Master Servicer Seller shall be entitled to terminate the rights and responsibilities of a subservicer Subservicer and arrange for any servicing responsibilities to be performed by a successor subservicerSubservicer meeting the requirements in the preceding paragraph; provided, however, that nothing contained herein shall be deemed to prevent or prohibit the Master ServicerSeller, at the Master ServicerSeller’s option, from electing to service the related Mortgage Loans itself. In the event that the Master ServicerXxxxxx’s responsibilities and duties under this Agreement are terminated pursuant respecting a particular Mortgage Pool expire by reason of expiration or earlier termination of the Servicing Period, if reasonably requested to Section 8.01do so by Purchaser, the Master Servicer shall Seller shall, at its own cost and expense expense, terminate the rights and responsibilities of each subservicer effective any Subservicers as soon as is reasonably possible. Notwithstanding any of the date provisions of termination of the Master Servicer. The Master Servicer shall pay all feesthis Agreement relating to agreements or arrangements between Seller and a Subservicer or any reference herein to actions taken through a Subservicer or otherwise, expenses or penalties necessary in order to terminate the rights and responsibilities of each subservicer from the Master Servicer’s own funds without reimbursement from the Trust Fund. Notwithstanding the foregoing, the Master Servicer Seller shall not be relieved of its obligations hereunder Obligations to Purchaser or other registered holder of the Participation Certificate and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage LoansLoans and Seller shall remain responsible hereunder for all acts and omissions of a Subservicer as fully as if such acts and omissions were those of Seller. The Master Servicer Seller shall be entitled to enter into an agreement with a subservicer Subservicer for indemnification of the Master Servicer Seller by the subservicer Subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Any subservicing agreement and any other transactions or services relating to the Mortgage Loans involving a subservicer Subservicer shall be deemed to be between such subservicer the Subservicer and the Master Servicer Seller alone, and the Trustee Purchaser shall not have any no obligations, duties or liabilities with respect to such subservicer the Subservicer including any no obligation, duty or liability of the Trustee to pay such subservicerthe Subservicer’s fees and expenses. Each subservicing agreement shall provide that such agreement may be assumed or terminated without cause or penalty by the Trustee or other Successor Master Servicer in the event the Master Servicer is terminated in accordance with this Agreement. For purposes of remittances to the Trustee pursuant to this Agreement, the Master Servicer shall be deemed to have received a payment on a Mortgage Loan when a subservicer has received such payment.

Subservicers. The Master Servicer Company shall perform all of its servicing responsibilities hereunder or may cause a subservicer to perform any such servicing responsibilities on its behalf, but the use by the Master Servicer Company of a subservicer shall not release the Master Servicer Company from any of its obligations hereunder and the Master Servicer Company shall remain responsible hereunder for all acts and omissions of each subservicer as fully as if such acts and omissions were those of the Master ServicerCompany. The Master Servicer Company shall pay all fees of each subservicer from its own funds, and a subservicer’s 's fee shall not exceed the Servicing Fee payable to the Master Servicer Company hereunder. At the cost and expense of the Master ServicerCompany, without any right of reimbursement from its Protected Account, the Master Servicer Company shall be entitled to terminate the rights and responsibilities of a subservicer and arrange for any servicing responsibilities to be performed by a successor subservicer; provided, however, that nothing contained herein shall be deemed to prevent or prohibit the Master ServicerCompany, at the Master Servicer’s Company's option, from electing to service the related EMC Mortgage Loans itself. In the event that the Master Servicer’s Company's responsibilities and duties under this Agreement are terminated pursuant to Section 8.019.05, the Master Servicer Company shall at its own cost and expense terminate the rights and responsibilities of each subservicer effective as of the date of termination of the Master ServicerCompany. The Master Servicer Company shall pay all fees, expenses or penalties necessary in order to terminate the rights and responsibilities of each subservicer from the Master Servicer’s Company's own funds without reimbursement from the Trust Fund. Notwithstanding the foregoing, the Master Servicer Company shall not be relieved of its obligations hereunder and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the EMC Mortgage Loans. The Master Servicer Company shall be entitled to enter into an agreement with a subservicer for indemnification of the Master Servicer Company by the subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Any subservicing agreement and any other transactions or services relating to the EMC Mortgage Loans involving a subservicer shall be deemed to be between such subservicer and the Master Servicer Company alone, and neither the Master Servicer nor the Trustee shall not have any obligations, duties or liabilities with respect to such subservicer including any obligation, duty or liability of either the Master Servicer or the Trustee to pay such subservicer’s 's fees and expenses. Each subservicing agreement shall provide that such agreement may be assumed or terminated without cause or penalty by the Trustee or other Successor Master Servicer in the event the Master Servicer is terminated in accordance with this Agreement. For purposes of remittances to the Trustee Master Servicer pursuant to this Agreement, the Master Servicer Company shall be deemed to have received a payment on a an EMC Mortgage Loan when a subservicer has received such payment.

Subservicers. The Master Servicer shall perform all may enter into subservicing agreements with one or more subservicers for the servicing and administration of its servicing responsibilities hereunder certain of the Receivables (including holding the related Receivable Files as custodian). References herein to actions taken or may cause a subservicer to perform any such servicing responsibilities on its behalf, but the use be taken by the Master Servicer of in servicing the Receivables include actions taken or to be taken by a subservicer shall not release the Master Servicer from any of its obligations hereunder and the Master Servicer shall remain responsible hereunder for all acts and omissions of each subservicer as fully as if such acts and omissions were those on behalf of the Master Servicer. The Master Servicer shall pay all fees of each subservicer from its own funds, Each subservicing agreement will be upon such terms and a subservicer’s fee shall conditions as are not exceed the Servicing Fee payable to inconsistent with this Agreement and as the Master Servicer hereunderand the subservicer have agreed. At With the cost and expense approval of the Master Servicer, without a subservicer may delegate its servicing obligations to third-party servicers, but such subservicer will remain obligated under the related subservicing agreement. The Master Servicer and a subservicer may enter into amendments thereto or different forms of subservicing agreements; provided, however, that any right such amendments or different forms shall be consistent with and not violate the provisions of reimbursement from its Protected Account, this Agreement or materially adversely affect the rights of the Securityholders hereunder. The Master Servicer shall be entitled to terminate any subservicing agreement that may exist in accordance with the rights terms and responsibilities conditions of a subservicer such subservicing agreement and arrange for without any servicing responsibilities to be performed limitation by a successor subservicervirtue of this Agreement; provided, however, that nothing contained herein shall be deemed to prevent or prohibit in the event of termination of any subservicing agreement by the Master Servicer, at the Master Servicer’s option, from electing to service Servicer or the related Mortgage Loans itself. In the event that the Master Servicer’s responsibilities and duties under this Agreement are terminated pursuant to Section 8.01subservicer, the Master Servicer shall at its own cost and expense terminate the rights and responsibilities of each subservicer effective either act directly as servicer of the date of termination related Receivable or enter into a subservicing agreement with a successor subservicer which will be bound by the terms of the Master Servicerrelated subservicing agreement. The Notwithstanding any subservicing agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Master Servicer shall pay all fees, expenses or penalties necessary in order a subservicer or reference to terminate the rights and responsibilities of each subservicer from the Master Servicer’s own funds without reimbursement from the Trust Fund. Notwithstanding the foregoingactions taken through such Persons or otherwise, the Master Servicer shall not be relieved remain obligated and liable to the Indenture Trustee, the Owner Trustee, the Issuer and the Securityholders for the servicing and administering of its obligations hereunder the Receivables in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such subservicing agreements or arrangements or by virtue of indemnification from a subservicer and shall be obligated to the same extent and under the same terms and conditions as if it the Master Servicer alone were servicing and administering the Mortgage LoansReceivables. The Master Servicer shall be entitled to enter into an agreement with a subservicer for indemnification of the Master Servicer by the subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Any subservicing agreement that may be entered into and any other transactions or services servicing arrangements relating to the Mortgage Loans Receivables involving a subservicer or an Affiliate of the Master Servicer in its capacity as such, and not as an originator of Receivables, shall be deemed to be between the subservicer or such subservicer Affiliate, as the case may be, and the Master Servicer alone, and none of the Trustee Indenture Trustee, the Owner Trustee, the Issuer, the Noteholders nor the Certificateholders shall not be deemed parties thereto and shall have any no claims, rights, obligations, duties or liabilities with respect to such the subservicer including any obligation, duty or liability of except as set forth in the Trustee to pay such subservicer’s fees and expensesimmediately succeeding paragraph. Each subservicing agreement shall provide that such agreement may be assumed or terminated without cause or penalty by the Trustee or other Successor Master Servicer in In the event the Master Servicer is terminated in accordance with shall for any reason no longer be acting as servicer under this Agreement. For purposes Agreement (including by reason of remittances to the Trustee pursuant to this Agreement, termination of the Master Servicer following the occurrence of a Servicer Termination Event), the Indenture Trustee or its designee may, at the sole discretion of the Indenture Trustee, thereupon assume all of the rights and obligations of such Master Servicer under each subservicing agreement selected by the Indenture Trustee in its sole discretion. In such event, the Indenture Trustee, its designee or such other Successor Servicer that is appointed pursuant to Section 7.02 and assumes the obligations and duties of the Master Servicer under this Agreement shall be deemed to have received assumed all of the Master Servicer's interest therein and to have replaced the Master Servicer as a payment on a Mortgage Loan when a party to each such subservicing agreement to the same extent as if such subservicing agreement had been assigned to the assuming party except that the Master Servicer shall not thereby be relieved of any liability or obligations under the subservicing agreement. The Master Servicer shall, upon request of the Indenture Trustee but at the expense of the Master Servicer, deliver to the assuming party all documents and records relating to each such subservicing agreement and the Receivables then being serviced and an accounting of amounts collected and held by it and otherwise use its best efforts to effect the orderly and efficient transfer of the subservicing agreement to the assuming party. The Master Servicer, each subservicer has received and any Successor Servicer shall at all times comply with all applicable federal, State and local laws, rules, regulations and ordinances governing or relating to the privacy rights of the Obligors in connection with its performance of its duties under this Agreement, including the Gramm-Leach-Bliley Act. The Master Servicer, each subservicer and xxx Xxxxxxxxx Xxxxicer shall implement such paymentphysical and other security measures as shall be necessary to (i) ensure the security and confidentiality of the "nonpublic personal information" of each Obligor, (ii) protect against any threats or hazards to the security and integrity of such nonpublic personal information and (iii) protect against any unauthorized access to or use of such nonpublic personal information.

Subservicers. (a) The Master Servicer shall perform all of its servicing responsibilities hereunder or may cause a subservicer to perform any such servicing responsibilities on its behalf[, but with the use by the Master Servicer of a subservicer shall not release the Master Servicer from any of its obligations hereunder and the Master Servicer shall remain responsible hereunder for all acts and omissions of each subservicer as fully as if such acts and omissions were those prior written consent of the Master Servicer. The Master Servicer shall pay all fees of each subservicer from its own funds, and a subservicer’s fee shall not exceed the Servicing Fee payable to the Master Servicer hereunder. At the cost and expense of the Master Servicer, without any right of reimbursement from its Protected Account, the Master Servicer shall be entitled to terminate the rights and responsibilities of a subservicer and arrange Certificate Insurer,] enter into Subservicing Agreements for any servicing responsibilities and administration of Mortgage Loans with any institution which [is acceptable to be performed the Certificate Insurer and which,], (v) is an institution approved as a mortgage loan originator by the Federal Housing Administration or an institution, the deposit accounts of which are insured by the FDIC, (w) a successor subservicer; providedFHLMC or FNMA approved mortgage servicer, however(x) is in compliance with the laws of each state necessary to enable it to perform its obligations under such Subservicing Agreement, (y) has experience servicing mortgage loans that nothing contained herein are similar to the Mortgage Loans and (z) has equity of not less than [$5,000,000] (as determined in accordance with generally accepted accounting principles). The Servicer shall give written notice to the Trustee, the Certificateholders [, the Certificate Insurer] and the Rating Agencies of the appointment of any Subservicer. For purposes of this Agreement, the Servicer shall be deemed to prevent or prohibit have received payments on Mortgage Loans when any Subservicer has received such payments. [The Servicer shall not amend any such Subservicing Agreement without the Master Servicer, at the Master Servicer’s option, from electing Certificate Insurer's prior written consent.] Each Subservicer shall be required to service the related Mortgage Loans itselfin accordance with this Agreement and any such Subservicing Agreement shall be consistent with and not violate the provisions of this Agreement. In the event Each Subservicing Agreement shall provide that the Master Trustee (if acting as successor Servicer’s responsibilities and duties under this Agreement are terminated pursuant to Section 8.01, the Master ) or any other successor Servicer shall at its own cost and expense have the option to terminate such agreement without payment of any fees if the rights and responsibilities of each subservicer effective as of the date of termination of the Master Serviceroriginal Servicer is terminated or resigns. The Master Servicer shall pay deliver to the Trustee copies of all feesSubservicing Agreements, expenses and any amendments or penalties necessary in order to terminate modifications thereof promptly upon the rights Servicer's execution and responsibilities delivery of each subservicer from the Master Servicer’s own funds without reimbursement from the Trust Fundsuch instrument. Notwithstanding the foregoing, the Master The Servicer shall not be relieved of its obligations hereunder under this Agreement notwithstanding any Subservicing Agreement or any of the provisions of this Agreement relating to agreements or arrangements between the Servicer and a Subservicer and the Servicer shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage Loans. The Master Servicer shall be entitled to enter into an any agreement with a subservicer Subservicer for indemnification of the Master Servicer by the subservicer such Subservicer and nothing contained in this such Subservicing Agreement shall be deemed to limit or modify this Agreement. (b) The Servicer shall be entitled to terminate any Subservicing Agreement in accordance with the terms and conditions of such indemnificationSubservicing Agreement and to either itself directly service the related Mortgage Loans or enter into a Subservicing Agreement with a successor Subservicer that qualifies under this Section. As part of its servicing activities hereunder, the Servicer (except as otherwise provided in the last sentence of this paragraph), for the benefit of the Trustee [, the Certificate Insurer] and the Certificateholders, shall enforce the obligations of each Subservicer under the related Subservicing Agreement and of the Originator and the Seller under the Purchase Agreement, including, without limitation, any obligation to make advances in respect of delinquent payments as required by a Subservicing Agreement, or to purchase a Mortgage Loan on account of missing or defective documentation or on account of a breach of a representation, warranty or covenant, as described in Section 3.03 hereof and [Section 7] of the Purchase Agreement. Such enforcement, including, without limitation, the legal prosecution of claims, termination of any Subservicing Agreement, and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Servicer, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Servicer shall pay the costs of such enforcement (except against the Seller) at its own expense, and shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement, to the extent, if any, that such recovery exceeds all amounts due in respect of the related Mortgage Loans, or (ii) from a specific recovery of costs, expenses or attorneys' fees against the party against whom such enforcement is directed. Enforcement of the Purchase Agreement against the Originator shall be effected by the Servicer to the extent it is not the Originator, and otherwise by the Trustee, in accordance with the foregoing provisions of this paragraph. (c) Any subservicing agreement Subservicing Agreement and any other transactions or services relating to the Mortgage Loans involving a subservicer Subservicer shall be deemed to be between such subservicer the Subservicer and the Master Servicer alone, alone and the Trustee and the Certificateholders shall not be deemed parties thereto and shall have any no claims, rights, obligations, duties or liabilities with respect to such subservicer including any obligationSubservicer except as set forth in paragraph (d) below. The Servicer shall be solely liable for all fees and expenses owed by it to any Subservicer, duty or liability irrespective of whether the Trustee Servicer's compensation pursuant to this Agreement is sufficient to pay such subservicer’s fees and expenses. Each subservicing agreement . (d) In connection with the assumption of the responsibilities, duties and liabilities and of the authority, power and rights of the Servicer hereunder by the Trustee pursuant to Section 7.02 or by another successor Servicer, it is understood and agreed that the Servicer's rights and obligations under any Subservicing Agreement then in force between the Servicer and a Subservicer shall provide that such agreement may be assumed or terminated without cause or penalty simultaneously by the Trustee or other Successor Master successor Servicer in the event the Master Servicer is terminated in accordance with this Agreement. For purposes without act or deed on part of remittances to the Trustee pursuant except that (i) the predecessor Servicer shall not thereby be relieved of any liability or obligations under any Subservicing Agreement that arose before it ceased to this Agreementbe the Servicer and (ii) none of the Trustee, the Master its designee or any successor Servicer shall be deemed to have received a payment on a Mortgage Loan when a subservicer has received such paymentassumed any liability or obligation of the predecessor Servicer that arose before it ceased to be the Servicer; PROVIDED, HOWEVER, that the Trustee (if acting as successor Servicer) or any other successor Servicer may [, with the consent of the Certificate Insurer, and shall, at the direction of the Certificate Insurer,] terminate the Subservicer as provided in Section 5.

Subservicers. (a) The Master Servicer shall perform all may enter into subservicing agreements with one or more subservicers for the servicing and administration of its servicing responsibilities hereunder certain of the Receivables (including holding the related Receivable Files as custodian). References herein to actions taken or may cause a subservicer to perform any such servicing responsibilities on its behalf, but the use be taken by the Master Servicer of in servicing the Receivables include actions taken or to be taken by a subservicer shall not release the Master Servicer from any of its obligations hereunder and the Master Servicer shall remain responsible hereunder for all acts and omissions of each subservicer as fully as if such acts and omissions were those on behalf of the Master Servicer. The Master Servicer shall pay all fees of each subservicer from its own funds, Each subservicing agreement will be upon such terms and a subservicer’s fee shall conditions as are not exceed the Servicing Fee payable to inconsistent with this Agreement and as the Master Servicer hereunderand the subservicer have agreed. At With the cost and expense approval of the Master Servicer, without a subservicer may delegate its servicing obligations to third-party servicers, but such subservicer will remain obligated under the related subservicing agreement. The Master Servicer and a subservicer may enter into amendments thereto or different forms of subservicing agreements; provided, however, that any right such amendments or different forms shall be consistent with and not violate the provisions of reimbursement from its Protected Account, this Agreement or materially adversely affect the rights of the Securityholders hereunder. (b) The Master Servicer shall be entitled to terminate any subservicing agreement that may exist in accordance with the rights terms and responsibilities conditions of a subservicer such subservicing agreement and arrange for without any servicing responsibilities to be performed limitation by a successor subservicervirtue of this Agreement; provided, however, that nothing contained herein shall be deemed to prevent or prohibit in the event of termination of any subservicing agreement by the Master Servicer, at the Master Servicer’s option, from electing to service Servicer or the related Mortgage Loans itself. In the event that the Master Servicer’s responsibilities and duties under this Agreement are terminated pursuant to Section 8.01subservicer, the Master Servicer shall at its own cost and expense terminate the rights and responsibilities of each subservicer effective either act directly as servicer of the date of termination related Receivable or enter into a subservicing agreement with a successor subservicer which will be bound by the terms of the Master Servicer. The related subservicing agreement. (c) Notwithstanding any subservicing agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Master Servicer shall pay all fees, expenses or penalties necessary in order a subservicer or reference to terminate the rights and responsibilities of each subservicer from the Master Servicer’s own funds without reimbursement from the Trust Fund. Notwithstanding the foregoingactions taken through such Persons or otherwise, the Master Servicer shall not be relieved remain obligated and liable to the Indenture Trustee, the Owner Trustee, the Issuer and the Securityholders for the servicing and administering of its obligations hereunder the Receivables in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such subservicing agreements or arrangements or by virtue of indemnification from a subservicer and shall be obligated to the same extent and under the same terms and conditions as if it the Master Servicer alone were servicing and administering the Mortgage LoansReceivables. The Master Servicer shall be entitled to enter into an agreement with a subservicer for indemnification of the Master Servicer by the subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. . (d) Any subservicing agreement that may be entered into and any other transactions or services servicing arrangements relating to the Mortgage Loans Receivables involving a subservicer or an Affiliate of the Master Servicer, shall be deemed to be between the subservicer or such subservicer Affiliate, as the case may be, and the Master Servicer alone, and none of the Trustee Indenture Trustee, the Owner Trustee, the Issuer, the Noteholders or the Certificateholders shall not be deemed parties thereto and shall have any no claims, rights, obligations, duties or liabilities with respect to such the subservicer including any obligation, duty or liability of except as set forth in the Trustee to pay such subservicer’s fees and expenses. Each subservicing agreement shall provide that such agreement may be assumed or terminated without cause or penalty by the Trustee or other Successor Master Servicer in immediately succeeding paragraph. (e) In the event the Master Servicer is terminated in accordance with shall for any reason no longer be acting as master servicer under this Agreement. For purposes Agreement (including by reason of remittances to the Trustee pursuant to this Agreement, termination of the Master Servicer following the occurrence of a Servicer Termination Event), the Indenture Trustee or its designee may, at the sole discretion of the Indenture Trustee, thereupon assume all of the rights and obligations of such Master Servicer under each subservicing agreement selected by the Indenture Trustee in its sole discretion. In such event, the Indenture Trustee, its designee or such other Successor Master Servicer that is appointed pursuant to Section 7.02 and assumes the obligations and duties of the Master Servicer under this Agreement shall be deemed to have received assumed all of the Master Servicer's interest therein and to have replaced the Master Servicer as a payment on a Mortgage Loan when a party to each such subservicing agreement to the same extent as if such subservicing agreement had been assigned to the assuming party except that the Master Servicer shall not thereby be relieved of any liability or obligations under the subservicing agreement. The Master Servicer shall, upon request of the Indenture Trustee but at the expense of the Master Servicer, deliver to the assuming party all documents and records relating to each such subservicing agreement and the Receivables then being serviced and an accounting of amounts collected and held by it and otherwise use its best efforts to effect the orderly and efficient transfer of the subservicing agreement to the assuming party. The Master Servicer shall promptly provide notice to each Rating Agency, with respect to such termination of the Master Servicer and assumption by the Indenture Trustee. (f) The Master Servicer, each subservicer has received and any Successor Master Servicer shall at all times comply with all applicable federal, State and local laws, rules, regulations and ordinances governing or relating to the privacy rights of the Obligors in connection with its performance of its duties under this Agreement, including the Gramm-Leach-Bliley Act. The Master Servicer, each subservicer and anx Xxxxxxxxx Xxxxxx Servicer shall implement such paymentphysical and other security measures as shall be necessary to (i) ensure the security and confidentiality of the "nonpublic personal information" of each Obligor, (ii) protect against any threats or hazards to the security and integrity of such nonpublic personal information and (iii) protect against any unauthorized access to or use of such nonpublic personal information.

Subservicers. The Master Servicer shall perform all of its servicing responsibilities hereunder or may cause a subservicer to perform any such servicing responsibilities on its behalf, but the use by the Master Servicer of a subservicer shall not release the Master Servicer from any of its obligations hereunder and the Master Servicer shall remain responsible hereunder for all acts and omissions of each subservicer as fully as if such acts and omissions were those of the Master Servicer. The Master Servicer shall pay all fees of each subservicer from its own funds, and a subservicer’s 's fee shall not exceed the Servicing Fee payable to the Master Servicer hereunder. At the cost and expense of the Master Servicer, without any right of reimbursement from its Protected Account, the Master Servicer shall be entitled to terminate the rights and responsibilities of a subservicer and arrange for any servicing responsibilities to be performed by a successor subservicer; provided, however, that nothing contained herein shall be deemed to prevent or prohibit the Master Servicer, at the Master Servicer’s 's option, from electing to service the related Mortgage Loans itself. In the event that the Master Servicer’s 's responsibilities and duties under this Agreement are terminated pursuant to Section 8.018.03, the Master Servicer shall at its own cost and expense terminate the rights and responsibilities of each subservicer effective as of the date of termination of the Master Servicer. The Master Servicer shall pay all fees, expenses or penalties necessary in order to terminate the rights and responsibilities of each subservicer from the Master Servicer’s 's own funds without reimbursement from the Trust Fund. Notwithstanding the foregoing, the Master Servicer shall not be relieved of its obligations hereunder and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage Loans. The Master Servicer shall be entitled to enter into an agreement with a subservicer for indemnification of the Master Servicer by the subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Any subservicing agreement and any other transactions or services relating to the Mortgage Loans involving a subservicer shall be deemed to be between such subservicer and the Master Servicer alone, and the Trustee shall not have any obligations, duties or liabilities with respect to such subservicer including any obligation, duty or liability of the Trustee to pay such subservicer’s 's fees and expenses. Each subservicing agreement shall provide that such agreement may be assumed or terminated without cause or penalty by the Trustee or other Successor Master Servicer in the event the Master Servicer is terminated in accordance with this Agreement. For purposes of remittances to the Trustee pursuant to this Agreement, the Master Servicer shall be deemed to have received a payment on a Mortgage Loan when a subservicer has received such payment.

Subservicers. The Master Servicer shall perform all of its servicing responsibilities hereunder or may cause a subservicer to perform any such servicing responsibilities on its behalf, but the use by the Master Servicer of a subservicer shall not release the Master Servicer from any of its obligations hereunder and with respect to the Master Servicer shall remain responsible hereunder for all acts and omissions of each subservicer as fully as if such acts and omissions were those of the Master ServicerMortgage Loans. The Master Servicer shall pay all fees of each subservicer of its subservicers from its own funds, and a subservicer’s fee shall not exceed the Servicing Fee payable to the Master Servicer hereunder. At the cost and expense of the Master Servicer, without any right of reimbursement from its Protected Custodial Account, the Master Servicer shall be entitled to terminate the rights and responsibilities of a subservicer and arrange for any servicing responsibilities to be performed by a successor subservicer; provided, however, that nothing contained herein shall be deemed to prevent or prohibit the Master Servicer, at the Master Servicer’s its option, from electing to service the related Mortgage Loans itself. In the event that the Master Servicer’s responsibilities and duties under this Agreement are terminated pursuant to Section 8.01, the Master Servicer shall at its own cost and expense terminate the rights and responsibilities of each subservicer with respect to the Mortgage Loans effective as of the date of termination of the Master Servicer’s termination. The Master Servicer shall pay all fees, expenses or penalties necessary in order to terminate the rights and responsibilities of each subservicer from the Master Servicer’s own funds without reimbursement from the Trust Fund. Notwithstanding the foregoing, the Master Servicer shall not be relieved of its obligations hereunder with respect to the Mortgage Loans and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage Loans. The Master Servicer shall be entitled to enter into an agreement with a subservicer for indemnification of the Master Servicer by the subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Any subservicing agreement and any other transactions or services relating to the Mortgage Loans involving a subservicer shall be deemed to be between such subservicer and the Master Servicer alone, and neither the Master Servicer nor the Trustee shall not have any obligations, duties or liabilities with respect to such subservicer including any obligation, duty or liability of the Master Servicer or the Trustee to pay such subservicer’s fees and expenses. Each subservicing agreement shall provide that such agreement may be assumed expenses or terminated without cause or penalty by the Trustee or other Successor Master Servicer any differential in the event amount of the Master Servicer is terminated servicing fee paid hereunder and the amount necessary to induce any successor servicer to act as successor servicer under this Agreement and the transactions provided for in accordance with this Agreement. For purposes of remittances to the Trustee Securities Administrator pursuant to this Agreement, the Master Servicer shall be deemed to have received a payment on a Mortgage Loan when a subservicer has received such payment.

Subservicers. The Master (a) Notwithstanding anything to the contrary contained in Section 3.14 hereof, the Backup Servicer, in its role of Backup Servicer or as successor Servicer, may, at its own expense, enter into subservicing agreements with subservicers (the "Subservicers") for the servicing and administration of all or any part of the Receivables; provided, that the Subservicer shall perform all be either Coldata, Inc. or such other entity as may be reasonably acceptable to the Controlling Party. References in this Agreement to actions taken or to be taken by the Backup Servicer in servicing and managing the Receivables include actions taken by a Subservicer on behalf of its servicing responsibilities hereunder the Backup Servicer. Each Subservicer shall be authorized to transact business in the state or may cause a subservicer states in which the related Receivables it is to service or manage are situated, if and to the extent required by applicable law to enable the Subservicer to perform any such servicing responsibilities on its behalf, but the use by the Master Servicer of a subservicer shall not release the Master Servicer from any of its obligations hereunder and under the Master applicable subservicing agreement. Each subservicing agreement shall be upon such terms and conditions as are not inconsistent with this Agreement and as to which the Backup Servicer shall remain responsible hereunder for all acts and omissions the Subservicer have agreed. For purposes of each subservicer as fully as if such acts and omissions were those of the Master Servicer. The Master Servicer shall pay all fees of each subservicer from its own funds, and a subservicer’s fee shall not exceed the Servicing Fee payable to the Master Servicer hereunder. At the cost and expense of the Master Servicer, without any right of reimbursement from its Protected Accountthis Agreement, the Master Backup Servicer shall be entitled to terminate the rights and responsibilities of a subservicer and arrange for any servicing responsibilities to be performed by a successor subservicer; provided, however, that nothing contained herein shall be deemed to prevent or prohibit have received any payment when the Master Subservicer receives such payment. The Backup Servicer shall notify the Trustee, the Issuer, the Note Insurer and the Rating Agency in writing promptly upon the appointment of any Subservicer. (b) As part of its servicing activities hereunder, the Backup Servicer, at for the Master Servicer’s optionbenefit of the Trustee, from electing to service the Note Insurer and the Noteholders, shall enforce the obligations of each Subservicer under the related Mortgage Loans itselfsubservicing agreement. In the event that the Master Servicer’s responsibilities and duties under this Agreement are terminated pursuant to Section 8.01Such enforcement, including, without limitation, the Master legal prosecution of claims, termination of subservicing agreements and pursuit of other appropriate remedies, shall be in accordance with the servicing standards set forth herein. The Backup Servicer shall pay the costs of such enforcement at its own cost expense and expense terminate shall be reimbursed therefor only from (i) a general recovery resulting from such enforcement only to the rights and responsibilities of each subservicer effective as extent, if any, that such recovery exceeds all amounts due in respect of the date related Receivables, or (ii) a specific recovery of termination of the Master Servicer. The Master Servicer shall pay all feescosts, expenses or penalties necessary attorneys fees against the party against whom such enforcement is directed. (c) Notwithstanding any subservicing agreement any of the provisions of this Agreement relating to agreements or arrangements between the Backup Servicer and a Subservicer, or reference to actions taken through a Subservicer or otherwise, the Back-up Servicer shall remain obligated and liable to the Trustee, the Note Insurer and the Noteholders for the servicing, managing, collecting and administering of the Receivables and the other assets included in order to terminate the rights and responsibilities of each subservicer from the Master Servicer’s own funds without reimbursement from the Trust Fund. Notwithstanding Estate in accordance with the foregoing, the Master Servicer shall not be relieved provisions of its obligations hereunder Section 3.01 without diminution of such obligation or liability by virtue of such subservicing agreement or arrangements or by virtue of indemnification from a Subservicer and shall be obligated to the same extent and under the same terms and conditions as if it the Backup Servicer alone were servicing servicing, managing, collecting and administering the Mortgage Loans. The Master Servicer shall be entitled to enter into an agreement with a subservicer for indemnification of the Master Servicer by the subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Any subservicing agreement and any other transactions or services relating to the Mortgage Loans involving a subservicer shall be deemed to be between such subservicer Receivables and the Master Servicer alone, and the Trustee shall not have any obligations, duties or liabilities with respect to such subservicer including any obligation, duty or liability of the Trustee to pay such subservicer’s fees and expenses. Each subservicing agreement shall provide that such agreement may be assumed or terminated without cause or penalty by the Trustee or other Successor Master Servicer assets included in the event the Master Servicer is terminated in accordance with this Agreement. For purposes of remittances to the Trustee pursuant to this Agreement, the Master Servicer shall be deemed to have received a payment on a Mortgage Loan when a subservicer has received such paymentTrust Estate.

Subservicers. The Master Servicer Option One shall perform all of its servicing responsibilities hereunder or may cause a subservicer to perform any such servicing responsibilities on its behalf, but the use by the Master Servicer Option One of a subservicer shall not release the Master Servicer Option One from any of its obligations hereunder with respect to the Option One Mortgage Loans and the Master Servicer Option One shall remain responsible hereunder with respect to the Option One Mortgage Loans for all acts and omissions of each subservicer under the related subservicing agreement as fully as if such acts and omissions were those of the Master ServicerOption One. The Master Servicer Option One shall pay all fees of each subservicer from its own funds, and a subservicer’s 's fee shall not exceed the Servicing Fee payable to the Master Servicer Option One hereunder. At the cost and expense of the Master ServicerOption One, without any right of reimbursement from its Protected Custodial Account, the Master Servicer Option One shall be entitled to terminate the rights and responsibilities of a subservicer and arrange for any servicing responsibilities to be performed by a successor subservicer; provided, however, that nothing contained herein shall be deemed to prevent or prohibit the Master ServicerOption One, at the Master Servicer’s Option One's option, from electing to service the related Option One Mortgage Loans itself. In the event that the Master Servicer’s Option One's responsibilities and duties under this Agreement are terminated pursuant to Section 8.018.03, the Master Servicer Option One shall at its own cost and expense terminate the rights and responsibilities of each subservicer effective as of the date of termination of the Master ServicerOption One. The Master Servicer Option One shall pay all fees, expenses or penalties necessary in order to terminate the rights and responsibilities of each subservicer from the Master Servicer’s Option One's own funds without reimbursement from the Trust Fund. Notwithstanding the foregoing, the Master Servicer Option One shall not be relieved of its obligations hereunder with respect to the Option One Mortgage Loans and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the Option One Mortgage Loans. The Master Servicer Option One shall be entitled to enter into an agreement with a subservicer for indemnification of the Master Servicer Option One by the subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Any subservicing agreement and any other transactions or services relating to the Option One Mortgage Loans involving a subservicer shall be deemed to be between such subservicer and the Master Servicer Option One alone, and the Trustee shall not have any obligations, duties or liabilities with respect to such subservicer including any obligation, duty or liability of the Trustee to pay such subservicer’s 's fees and expenses. Each subservicing agreement shall provide that such agreement may be assumed expenses or terminated without cause or penalty by the Trustee or other Successor Master Servicer any differential in the event amount of the Master Servicer is terminated servicing fee paid hereunder and the amount necessary to induce any successor servicer to act as successor servicer under this Agreement and the transactions provided for in accordance with this Agreement. For purposes of remittances to the Trustee pursuant to this Agreement, the Master Servicer Option One shall be deemed to have received a payment on a an Option One Mortgage Loan when a subservicer has received such payment.

Subservicers. The Master Servicer Company shall perform all of its servicing responsibilities hereunder or may cause a subservicer to perform any such servicing responsibilities on its behalf, but the use by the Master Servicer Company of a subservicer shall not release the Master Servicer Company from any of its obligations hereunder and the Master Servicer Company shall remain responsible hereunder for all acts and omissions of each subservicer as fully as if such acts and omissions were those of the Master ServicerCompany. The Master Servicer Company shall pay all fees of each subservicer from its own funds, and a subservicer’s 's fee shall not exceed the Servicing Fee payable to the Master Servicer Company hereunder. At the cost and expense of the Master ServicerCompany, without any right of reimbursement from its Protected Account, the Master Servicer Company shall be entitled to terminate the rights and responsibilities of a subservicer and arrange for any servicing responsibilities to be performed by a successor subservicer; provided, however, that nothing contained herein shall be deemed to prevent or prohibit the Master ServicerCompany, at the Master Servicer’s Company's option, from electing to service the related EMC Mortgage Loans itself. In the event that the Master Servicer’s Company's responsibilities and duties under this Agreement are terminated pursuant to Section 8.019.04, the Master Servicer Company shall at its own cost and expense terminate the rights and responsibilities of each subservicer effective as of the date of termination of the Master ServicerCompany. The Master Servicer Company shall pay all fees, expenses or penalties necessary in order to terminate the rights and responsibilities of each subservicer from the Master Servicer’s Company's own funds without reimbursement from the Trust Fund. Notwithstanding the foregoing, the Master Servicer Company shall not be relieved of its obligations hereunder and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the EMC Mortgage Loans. The Master Servicer Company shall be entitled to enter into an agreement with a subservicer for indemnification of the Master Servicer Company by the subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Any subservicing agreement and any other transactions or services relating to the EMC Mortgage Loans involving a subservicer shall be deemed to be between such subservicer and the Master Servicer Company alone, and neither the Master Servicer nor the Trustee shall not have any obligations, duties or liabilities with respect to such subservicer including any obligation, duty or liability of either the Master Servicer or the Trustee to pay such subservicer’s 's fees and expenses. Each subservicing agreement shall provide that such agreement may be assumed or terminated without cause or penalty by the Trustee or other Successor Master Servicer in the event the Master Servicer is terminated in accordance with this Agreement. For purposes of remittances to the Trustee Master Servicer pursuant to this Agreement, the Master Servicer Company shall be deemed to have received a payment on a an EMC Mortgage Loan when a subservicer has received such payment.

Subservicers. The Master Servicer shall perform all Mortgage Loans may be subserviced by a Subservicer on behalf of its servicing responsibilities hereunder or may cause Seller provided that the Subservicer is a subservicer GNMA-approved issuer, Xxxxxx Xxx-approved lender, FHLMC seller/servicer, FHA Approved Mortgagee, and VA Approved Lender, in each case in good standing, and no event has occurred, including but not limited to perform any such servicing responsibilities on its behalfa change in insurance coverage, but that would make it unable to comply with the use eligibility requirements for lenders/servicers imposed by the Master Servicer of a subservicer relevant Agency Guide. Seller shall not release notify all relevant Subservicers, at the Master Servicer from any of its obligations hereunder and the Master Servicer shall remain responsible hereunder for all acts and omissions commencement of each subservicer as fully as if such acts and omissions were those Transaction, of the Master ServicerPurchaser’s interest under this Agreement. The Master Servicer Seller shall pay all fees and expenses of each subservicer a Subservicer from its own funds, and a subservicerSubservicer’s fee shall not exceed the Servicing Fee payable to the Master Servicer hereunderrespecting a particular Mortgage Pool. At the cost and expense of the Master ServicerSeller, without any right of reimbursement from its Protected Accountany custodial collection account, the Master Servicer Seller shall be entitled to terminate the rights and responsibilities of a subservicer Subservicer and arrange for any servicing responsibilities to be performed by a successor subservicerSubservicer meeting the requirements in the preceding paragraph; provided, however, that nothing contained herein shall be deemed to prevent or prohibit the Master ServicerSeller, at the Master ServicerSeller’s option, from electing to service the related Mortgage Loans itself. In the event that the Master ServicerSeller’s responsibilities and duties under this Agreement are terminated pursuant respecting a particular Mortgage Pool expire by reason of expiration or earlier termination of the Interim Servicing Period, if reasonably requested to Section 8.01do so by Purchaser, the Master Servicer shall Seller shall, at its own cost and expense expense, terminate the rights and responsibilities of each subservicer effective any Subservicers as soon as is reasonably possible. Notwithstanding any of the date provisions of termination of the Master Servicer. The Master Servicer shall pay all feesthis Agreement relating to agreements or arrangements between Seller and a Subservicer or any reference herein to actions taken through a Subservicer or otherwise, expenses or penalties necessary in order to terminate the rights and responsibilities of each subservicer from the Master Servicer’s own funds without reimbursement from the Trust Fund. Notwithstanding the foregoing, the Master Servicer Seller shall not be relieved of its obligations hereunder Obligations to Purchaser or other registered holder of the Participation Certificate and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage LoansLoans and Seller shall remain responsible hereunder for all acts and omissions of a Subservicer as fully as if such acts and omissions were those of Seller. The Master Servicer Seller shall be entitled to enter into an agreement with a subservicer Subservicer for indemnification of the Master Servicer Seller by the subservicer Subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Any subservicing agreement and any other transactions or services relating to the Mortgage Loans involving a subservicer Subservicer shall be deemed to be between such subservicer the Subservicer and the Master Servicer Seller alone, and the Trustee Purchaser shall not have any no obligations, duties or liabilities with respect to such subservicer the Subservicer including any no obligation, duty or liability of the Trustee to pay such subservicerthe Subservicer’s fees and expenses. Each subservicing agreement shall provide that such agreement may be assumed or terminated without cause or penalty by the Trustee or other Successor Master Servicer in the event the Master Servicer is terminated in accordance with this Agreement. For purposes of remittances to the Trustee pursuant to this Agreement, the Master Servicer shall be deemed to have received a payment on a Mortgage Loan when a subservicer has received such payment.

Subservicers. The Master Servicer shall perform all Mortgage Loans may be subserviced by a Subservicer on behalf of its servicing responsibilities hereunder or may cause Seller provided that the Subservicer is a subservicer GNMAapproved issuer, Fannie Maeapproved lender, FHLMC seller/servicer, FHA Approved Mortgagee, and VA Approved Lender, in each case in good standing, and no event has occurred, including but not limited to perform any such servicing responsibilities on its behalfa change in insurance coverage, but that would make it unable to comply with the use eligibility requirements for lenders/servicers imposed by the Master Servicer of a subservicer relevant Agency Guide. Seller shall not release notify all relevant Subservicers, at the Master Servicer from any of its obligations hereunder and the Master Servicer shall remain responsible hereunder for all acts and omissions commencement of each subservicer as fully as if such acts and omissions were those Transaction, of the Master ServicerPurchaser’s interest under this Agreement. The Master Servicer Seller shall pay all fees and expenses of each subservicer a Subservicer from its own funds, and a subservicerSubservicer’s fee shall not exceed the Servicing Fee payable to the Master Servicer hereunderrespecting a particular Mortgage Pool. At the cost and expense of the Master ServicerSeller, without any right of reimbursement from its Protected Accountany custodial collection account, the Master Servicer Seller shall be entitled to terminate the rights and responsibilities of a subservicer Subservicer and arrange for any servicing responsibilities to be performed by a successor subservicerSubservicer meeting the requirements in the preceding paragraph; provided, however, that nothing contained herein shall be deemed to prevent or prohibit the Master ServicerSeller, at the Master ServicerSeller’s option, from electing to service the related Mortgage Loans itself. In the event that the Master ServicerSeller’s responsibilities and duties under this Agreement are terminated pursuant respecting a particular Mortgage Pool expire by reason of expiration or earlier termination of the Interim Servicing Period, if reasonably requested to Section 8.01do so by Purchaser, the Master Servicer shall Seller shall, at its own cost and expense expense, terminate the rights and responsibilities of each subservicer effective any Subservicers as soon as is reasonably possible. Notwithstanding any of the date provisions of termination of the Master Servicer. The Master Servicer shall pay all feesthis Agreement relating to agreements or arrangements between Seller and a Subservicer or any reference herein to actions taken through a Subservicer or otherwise, expenses or penalties necessary in order to terminate the rights and responsibilities of each subservicer from the Master Servicer’s own funds without reimbursement from the Trust Fund. Notwithstanding the foregoing, the Master Servicer Seller shall not be relieved of its obligations hereunder Obligations to Purchaser or other registered holder of the Participation Certificate and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage LoansLEGAL02/39826520v2 Loans and Seller shall remain responsible hereunder for all acts and omissions of a Subservicer as fully as if such acts and omissions were those of Seller. The Master Servicer Seller shall be entitled to enter into an agreement with a subservicer Subservicer for indemnification of the Master Servicer Seller by the subservicer Subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Any subservicing agreement and any other transactions or services relating to the Mortgage Loans involving a subservicer Subservicer shall be deemed to be between such subservicer the Subservicer and the Master Servicer Seller alone, and the Trustee Purchaser shall not have any no obligations, duties or liabilities with respect to such subservicer the Subservicer including any no obligation, duty or liability of the Trustee to pay such subservicerthe Subservicer’s fees and expenses. Each subservicing agreement shall provide that such agreement may be assumed or terminated without cause or penalty by the Trustee or other Successor Master Servicer in the event the Master Servicer is terminated in accordance with this Agreement. For purposes of remittances to the Trustee pursuant to this Agreement, the Master Servicer shall be deemed to have received a payment on a Mortgage Loan when a subservicer has received such payment.

Subservicers. The Master Each Servicer shall perform all of its servicing responsibilities hereunder or may cause a subservicer to perform any such servicing responsibilities on its behalf, but the use by the Master a Servicer of a subservicer shall not release the Master such Servicer from any of its obligations hereunder and with respect to the Master Servicer shall remain responsible hereunder for all acts and omissions of each subservicer as fully as if such acts and omissions were those of the Master Servicerrelated Mortgage Loans. The Master Each Servicer shall pay all fees of each subservicer of its subservicers from its own funds, and a subservicer’s 's fee shall not exceed the Servicing Fee payable to the Master such Servicer hereunder. At the cost and expense of the Master related Servicer, without any right of reimbursement from its Protected Custodial Account, the Master each Servicer shall be entitled to terminate the rights and responsibilities of a subservicer and arrange for any servicing responsibilities to be performed by a successor subservicer; provided, however, that nothing contained herein shall be deemed to prevent or prohibit the Master related Servicer, at the Master Servicer’s its option, from electing to service the related Mortgage Loans itself. In the event that the Master a Servicer’s 's responsibilities and duties under this Agreement are terminated pursuant to Section 8.018.03, the Master such Servicer shall at its own cost and expense terminate the rights and responsibilities of each subservicer with respect to the Mortgage Loans serviced by such Servicer effective as of the date of termination of the Master such Servicer's termination. The Master Each Servicer shall pay all fees, expenses or penalties necessary in order to terminate the rights and responsibilities of each subservicer from the Master such Servicer’s 's own funds without reimbursement from the Trust Fund. Notwithstanding the foregoing, the Master no Servicer shall not be relieved of its obligations hereunder with respect to the related Mortgage Loans and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the related Mortgage Loans. The Master Each Servicer shall be entitled to enter into an agreement with a subservicer for indemnification of the Master such Servicer by the subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Any subservicing agreement and any other transactions or services relating to the Mortgage Loans involving a subservicer shall be deemed to be between such subservicer and the Master the related Servicer alone, and the Trustee shall not have any obligations, duties or liabilities with respect to such subservicer including any obligation, duty or liability of the Trustee to pay such subservicer’s 's fees and expenses. Each subservicing agreement shall provide that such agreement may be assumed expenses or terminated without cause or penalty by the Trustee or other Successor Master Servicer any differential in the event amount of the Master Servicer is terminated servicing fee paid hereunder and the amount necessary to induce any successor servicer to act as successor servicer under this Agreement and the transactions provided for in accordance with this Agreement. For purposes of remittances to the Trustee pursuant to this Agreement, the Master each Servicer shall be deemed to have received a payment on a related Mortgage Loan when a subservicer has received such payment.

Subservicers. The Master Servicer shall perform all of its servicing responsibilities hereunder or may cause a subservicer to perform any such servicing responsibilities on its behalf, but the use by the Master Servicer of a subservicer shall not release the Master Servicer from any of its obligations hereunder and the Master Servicer shall remain responsible hereunder for all acts and omissions of each subservicer as fully as if such acts and omissions were those of the Master Servicer. The Master Servicer shall pay all fees of each subservicer from its own funds, and a subservicer’s fee shall not exceed the Servicing Fee payable to the Master Servicer hereunder. At the cost and expense of the Master Servicer, without any right of reimbursement from its Protected Account, the Master Servicer shall be entitled to terminate the rights and responsibilities of a subservicer and arrange for any servicing responsibilities to be performed by a successor subservicer; provided, however, that nothing contained herein shall be deemed to prevent or prohibit the Master Servicer, at the Master Servicer’s option, from electing to service the related Mortgage Loans itself. In the event that the Master Servicer’s responsibilities and duties under this Agreement are terminated pursuant to Section 8.019.01, the Master Servicer shall at its own cost and expense terminate the rights and responsibilities of each subservicer effective as of the date of termination of the Master Servicer. The Master Servicer shall pay all fees, expenses or penalties necessary in order to terminate the rights and responsibilities of each subservicer from the Master Servicer’s own funds without reimbursement from the Trust Fund. Notwithstanding the foregoing, the Master Servicer shall not be relieved of its obligations hereunder and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage Loans. The Master Servicer shall be entitled to enter into an agreement with a subservicer for indemnification of the Master Servicer by the subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Any subservicing agreement and any other transactions or services relating to the Mortgage Loans involving a subservicer shall be deemed to be between such subservicer and the Master Servicer alone, and neither the Trustee nor the Master Servicer shall not have any obligations, duties or liabilities with respect to such subservicer including any obligation, duty or liability of either the Trustee or the Master Servicer to pay such subservicer’s fees and expenses. Each subservicing agreement shall provide that such agreement may be assumed or terminated without cause or penalty by the Trustee or other Successor Master Servicer in the event the Master Servicer is terminated in accordance with this Agreement. For purposes of remittances to the Trustee Master Servicer pursuant to this Agreement, the Master Servicer shall be deemed to have received a payment on a Mortgage Loan when a subservicer has received such payment.

Subservicers. The Master Servicer shall perform all Mortgage Loans may be subserviced by a Subservicer on behalf of its servicing responsibilities hereunder or may cause Seller provided that the Subservicer is a subservicer GNMA-approved issuer, Xxxxxx Xxx-approved lender, Xxxxxxx Xxx seller/servicer, FHA Approved Mortgagee, and VA Approved Lender, in each case in good standing, and no event has occurred, including but not limited to perform any such servicing responsibilities on its behalfa change in insurance coverage, but that would make it unable to comply with the use eligibility requirements for lenders/servicers imposed by the Master Servicer of a subservicer relevant Agency Guide. Seller shall not release notify all relevant Subservicers, at the Master Servicer from any of its obligations hereunder and the Master Servicer shall remain responsible hereunder for all acts and omissions commencement of each subservicer as fully as if such acts and omissions were those Transaction, of the Master ServicerPurchaser’s interest under this Agreement. The Master Servicer Seller shall pay all fees and expenses of each subservicer a Subservicer from its own funds, and a subservicerSubservicer’s fee shall not exceed the Servicing Fee payable to the Master Servicer hereunderrespecting a particular Mortgage Pool. At the cost and expense of the Master ServicerSeller, without any right of reimbursement from its Protected Accountany custodial collection account, the Master Servicer Seller shall be entitled to terminate the rights and responsibilities of a subservicer Subservicer and arrange for any servicing responsibilities to be performed by a successor subservicerSubservicer meeting the requirements in the preceding paragraph; provided, however, that LEGAL02/44901976v2 nothing contained herein shall be deemed to prevent or prohibit the Master ServicerSeller, at the Master ServicerSeller’s option, from electing to service the related Mortgage Loans itself. In the event that the Master ServicerXxxxxx’s responsibilities and duties under this Agreement are terminated pursuant respecting a particular Mortgage Pool expire by reason of expiration or earlier termination of the Interim Servicing Period, if reasonably requested to Section 8.01do so by Purchaser, the Master Servicer shall Seller shall, at its own cost and expense expense, terminate the rights and responsibilities of each subservicer effective any Subservicers as soon as is reasonably possible. Notwithstanding any of the date provisions of termination of the Master Servicer. The Master Servicer shall pay all feesthis Agreement relating to agreements or arrangements between Seller and a Subservicer or any reference herein to actions taken through a Subservicer or otherwise, expenses or penalties necessary in order to terminate the rights and responsibilities of each subservicer from the Master Servicer’s own funds without reimbursement from the Trust Fund. Notwithstanding the foregoing, the Master Servicer Seller shall not be relieved of its obligations hereunder Obligations to Purchaser or other registered holder of the Participation Certificate and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage LoansLoans and Seller shall remain responsible hereunder for all acts and omissions of a Subservicer as fully as if such acts and omissions were those of Seller. The Master Servicer Seller shall be entitled to enter into an agreement with a subservicer Subservicer for indemnification of the Master Servicer Seller by the subservicer Subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Any subservicing agreement and any other transactions or services relating to the Mortgage Loans involving a subservicer Subservicer shall be deemed to be between such subservicer the Subservicer and the Master Servicer Seller alone, and the Trustee Purchaser shall not have any no obligations, duties or liabilities with respect to such subservicer the Subservicer including any no obligation, duty or liability of the Trustee to pay such subservicerthe Subservicer’s fees and expenses. Each subservicing agreement shall provide that such agreement may be assumed or terminated without cause or penalty by the Trustee or other Successor Master Servicer in the event the Master Servicer is terminated in accordance with this Agreement. For purposes of remittances to the Trustee pursuant to this Agreement, the Master Servicer shall be deemed to have received a payment on a Mortgage Loan when a subservicer has received such payment.

Subservicers. The Master Servicer shall perform all of its servicing responsibilities hereunder or may cause a subservicer to perform any such servicing responsibilities on its behalf, but the use by the Master Servicer of a subservicer shall not release the Master Servicer from any of its obligations hereunder and with respect to the Master Servicer shall remain responsible hereunder for all acts and omissions of each subservicer as fully as if such acts and omissions were those of the Master Servicerrelated Mortgage Loans. The Master Servicer shall pay all fees of each subservicer of its subservicers from its own funds, and a subservicer’s 's fee shall not exceed the Servicing Fee payable to the Master Servicer hereunder. At the cost and expense of the Master Servicer, without any right of reimbursement from its Protected Accountthe Custodial Accounts, the Master Servicer shall be entitled to terminate the rights and responsibilities of a subservicer and arrange for any servicing responsibilities to be performed by a successor subservicer; provided, however, that nothing contained herein shall be deemed to prevent or prohibit the Master Servicer, at the Master Servicer’s its option, from electing to service the related Mortgage Loans itself. In the event that the Master Servicer’s 's responsibilities and duties under this Agreement are terminated pursuant to Section 8.018.03, the Master Servicer shall at its own cost and expense terminate the rights and responsibilities of each subservicer with respect to the Mortgage Loans effective as of the date of termination of the Master Servicer's termination. The Master Servicer shall pay all fees, expenses or penalties necessary in order to terminate the rights and responsibilities of each subservicer from the Master Servicer’s 's own funds without reimbursement from the Trust Fund. Notwithstanding the foregoing, the Master Servicer shall not be relieved of its obligations hereunder with respect to the Mortgage Loans and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage Loans. The Master Servicer shall be entitled to enter into an agreement with a subservicer for indemnification of the Master Servicer by the subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Any subservicing agreement and any other transactions or services relating to the Mortgage Loans involving a subservicer shall be deemed to be between such subservicer and the Master Servicer alone, and the Trustee shall not have any obligations, duties or liabilities with respect to such subservicer including any obligation, duty or liability of the Trustee to pay such subservicer’s 's fees and expenses. Each subservicing agreement shall provide that such agreement may be assumed expenses or terminated without cause or penalty by the Trustee or other Successor Master Servicer any differential in the event amount of the Master Servicer is terminated servicing fee paid hereunder and the amount necessary to induce any successor servicer to act as successor servicer under this Agreement and the transactions provided for in accordance with this Agreement. For purposes of remittances to the Trustee pursuant to this Agreement, the Master Servicer shall be deemed to have received a payment on a Mortgage Loan when a subservicer has received such payment.

Subservicers. (a) The Master Servicer shall perform all may enter into subservicing agreements with one or more subservicers for the servicing and administration of its servicing responsibilities hereunder certain of the Receivables (including holding the related Receivable Files as custodian). References herein to actions taken or may cause a subservicer to perform any such servicing responsibilities on its behalf, but the use be taken by the Master Servicer of in servicing the Receivables include actions taken or to be taken by a subservicer shall not release the Master Servicer from any of its obligations hereunder and the Master Servicer shall remain responsible hereunder for all acts and omissions of each subservicer as fully as if such acts and omissions were those on behalf of the Master Servicer. The Master Servicer shall pay all fees of each subservicer from its own funds, Each subservicing agreement will be upon such terms and a subservicer’s fee shall conditions as are not exceed the Servicing Fee payable to inconsistent with this Agreement and as the Master Servicer hereunderand the subservicer have agreed. At With the cost and expense approval of the Master Servicer, without a subservicer may delegate its servicing obligations to third-party servicers, but such subservicer will remain obligated under the related subservicing agreement. The Master Servicer and a subservicer may enter into amendments thereto or different forms of subservicing agreements; provided, however, that any right such amendments or different forms shall be consistent with and not violate the provisions of reimbursement from its Protected Account, this Agreement or materially adversely affect the rights of the Securityholders hereunder. (b) The Master Servicer shall be entitled to terminate any subservicing agreement that may exist in accordance with the rights terms and responsibilities conditions of a subservicer such subservicing agreement and arrange for without any servicing responsibilities to be performed limitation by a successor subservicervirtue of this Agreement; provided, however, that nothing contained herein shall be deemed to prevent or prohibit in the event of termination of any subservicing agreement by the Master Servicer, at the Master Servicer’s option, from electing to service Servicer or the related Mortgage Loans itself. In the event that the Master Servicer’s responsibilities and duties under this Agreement are terminated pursuant to Section 8.01subservicer, the Master Servicer shall at its own cost and expense terminate the rights and responsibilities of each subservicer effective either act directly as servicer of the date of termination related Receivable or enter into a subservicing agreement with a successor subservicer which will be bound by the terms of the Master Servicer. The related subservicing agreement. (c) Notwithstanding any subservicing agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Master Servicer shall pay all fees, expenses or penalties necessary in order a subservicer or reference to terminate the rights and responsibilities of each subservicer from the Master Servicer’s own funds without reimbursement from the Trust Fund. Notwithstanding the foregoingactions taken through such Persons or otherwise, the Master Servicer shall not be relieved remain obligated and liable to the Indenture Trustee, the Owner Trustee, the Issuer and the Securityholders for the servicing and administering of its obligations hereunder the Receivables in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such subservicing agreements or arrangements or by virtue of indemnification from a subservicer and shall be obligated to the same extent and under the same terms and conditions as if it the Master Servicer alone were servicing and administering the Mortgage LoansReceivables. The Master Servicer shall be entitled to enter into an agreement with a subservicer for indemnification of the Master Servicer by the subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. . (d) Any subservicing agreement that may be entered into and any other transactions or services servicing arrangements relating to the Mortgage Loans Receivables involving a subservicer or an Affiliate of the Master Servicer, shall be deemed to be between the subservicer or such subservicer Affiliate, as the case may be, and the Master Servicer alone, and none of the Trustee Indenture Trustee, the Owner Trustee, the Issuer, the Noteholders nor the Certificateholders shall not be deemed parties thereto and shall have any no claims, rights, obligations, duties or liabilities with respect to such the subservicer including any obligation, duty or liability of except as set forth in the Trustee to pay such subservicer’s fees and expenses. Each subservicing agreement shall provide that such agreement may be assumed or terminated without cause or penalty by the Trustee or other Successor Master Servicer in immediately succeeding paragraph. (e) In the event the Master Servicer is terminated in accordance with shall for any reason no longer be acting as master servicer under this Agreement. For purposes Agreement (including by reason of remittances to the Trustee pursuant to this Agreement, termination of the Master Servicer following the occurrence of a Servicer Termination Event), the Indenture Trustee or its designee may, at the sole discretion of the Indenture Trustee, thereupon assume all of the rights and obligations of such Master Servicer under each subservicing agreement selected by the Indenture Trustee in its sole discretion. In such event, the Indenture Trustee, its designee or such other Successor Master Servicer that is appointed pursuant to Section 7.02 and assumes the obligations and duties of the Master Servicer under this Agreement shall be deemed to have received assumed all of the Master Servicer's interest therein and to have replaced the Master Servicer as a payment on a Mortgage Loan when a party to each such subservicing agreement to the same extent as if such subservicing agreement had been assigned to the assuming party except that the Master Servicer shall not thereby be relieved of any liability or obligations under the subservicing agreement. The Master Servicer shall, upon request of the Indenture Trustee but at the expense of the Master Servicer, deliver to the assuming party all documents and records relating to each such subservicing agreement and the Receivables then being serviced and an accounting of amounts collected and held by it and otherwise use its best efforts to effect the orderly and efficient transfer of the subservicing agreement to the assuming party. The Master Servicer shall promptly provide notice to each Rating Agency, with respect to such termination of the Master Servicer and assumption by the Indenture Trustee. The Master Servicer, each subservicer has received and any Successor Master Servicer shall at all times comply with all applicable federal, State and local laws, rules, regulations and ordinances governing or relating to the privacy rights of the Obligors in connection with its performance of its duties under this Agreement, including the Gramm-Leach-Bliley Act. The Master Servicer, each subservicer and axx Xxxxxxxxx Xxxxxr Servicer shall implement such paymentphysical and other security measures as shall be necessary to (i) ensure the security and confidentiality of the "nonpublic personal information" of each Obligor, (ii) protect against any threats or hazards to the security and integrity of such nonpublic personal information and (iii) protect against any unauthorized access to or use of such nonpublic personal information.

Subservicers. The Master Servicer shall perform all of its servicing responsibilities hereunder or may cause a subservicer to perform any such servicing responsibilities on its behalf, but the use by the Master Servicer of a subservicer shall not release the Master Servicer from any of its obligations hereunder and with respect to the Master Servicer shall remain responsible hereunder for all acts and omissions of each subservicer as fully as if such acts and omissions were those of the Master ServicerMortgage Loans. The Master Servicer shall pay all fees of each subservicer of its subservicers from its own funds, and a subservicer’s fee shall not exceed the Servicing Fee payable to the Master Servicer hereunder. At the cost and expense of the Master Servicer, without any right of reimbursement from its Protected Custodial Account, the Master Servicer shall be entitled to terminate the rights and responsibilities of a subservicer and arrange for any servicing responsibilities to be performed by a successor subservicer; provided, however, that nothing contained herein shall be deemed to prevent or prohibit the Master Servicer, at the Master Servicer’s its option, from electing to service the related Mortgage Loans itself. In the event that the Master Servicer’s responsibilities and duties under this Agreement are terminated pursuant to Section 8.01, the Master Servicer shall at its own cost and expense terminate the rights and responsibilities of each subservicer with respect to the Mortgage Loans effective as of the date of termination of the Master Servicer’s termination. The Master Servicer shall pay all fees, expenses or penalties necessary in order to terminate the rights and responsibilities of each subservicer from the Master Servicer’s own funds without reimbursement from the Trust Fund. Notwithstanding the foregoing, the Master Servicer shall not be relieved of its obligations hereunder with respect to the Mortgage Loans and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage Loans. The Master Servicer shall be entitled to enter into an agreement with a subservicer for indemnification of the Master Servicer by the subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Any subservicing agreement and any other transactions or services relating to the Mortgage Loans involving a subservicer shall be deemed to be between such subservicer and the Master Servicer alone, and neither the Master Servicer nor the Trustee shall not have any obligations, duties or liabilities with respect to such subservicer including any obligation, duty or liability of Master Servicer or the Trustee to pay such subservicer’s fees and expenses. Each subservicing agreement shall provide that such agreement may be assumed expenses or terminated without cause or penalty by the Trustee or other Successor Master Servicer any differential in the event amount of the Master Servicer is terminated servicing fee paid hereunder and the amount necessary to induce any successor servicer to act as successor servicer under this Agreement and the transactions provided for in accordance with this Agreement. For purposes of remittances to the Trustee Securities Administrator pursuant to this Agreement, the Master Servicer shall be deemed to have received a payment on a Mortgage Loan when a subservicer has received such payment.

Subservicers. The Master Each Servicer shall perform all of its servicing responsibilities hereunder or may cause a subservicer Subservicer to perform any such servicing responsibilities on its behalf, but the use by a Servicer of a Subservicer shall not release such Servicer from any of its obligations hereunder with respect to the related Mortgage Loans. Any subservicing arrangement and the terms of the related Subservicing Agreement must provide for the servicing of such Mortgage Loans in a manner consistent with the servicing arrangements contemplated hereunder and the related Servicer shall cause any Subservicer to comply with the provisions of this Agreement (including, without limitation, to provide the information required to be delivered under Sections 3.13, 3.14 and 3.18 hereof), to the same extent as if such Subservicer were the Servicer. Each Subservicer shall be (i) authorized to transact business in the state or states where the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the Subservicer to perform its obligations hereunder and under the Subservicing Agreement and (ii) a Xxxxxxx Mac or Xxxxxx Mae approved mortgage servicer. Each Servicer shall promptly, upon request, provide to the Master Servicer and the Depositor a written description (in form and substance reasonably satisfactory to the Master Servicer and the Depositor) of the role and function of each Subservicer utilized by such Servicer, specifying (i) the identity of each such Subservicer, (ii) whether such Subservicer is “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, and (iii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subservicer identified pursuant to clause (ii) of this subsection; provided, however, no Servicer shall be required to provide the information in clause (i) or (ii) of this subsection until such time that the applicable assessment of compliance is due in accordance with Section 3.14 of this Agreement. Each Servicer shall be responsible for obtaining from each Subservicer engaged by it and delivering to the Master Servicer any annual statement of compliance, assessment of compliance, attestation report and Xxxxxxxx-Xxxxx related certification required to be delivered by such Subservicer under Sections 3.13, 3.14 and 3.18, in each case, as and when required to be delivered. Each Servicer shall pay all fees of any Subservicers engaged by it from its own funds. Notwithstanding the foregoing, with respect to the related Mortgage Loans, the related Servicer shall be entitled to outsource one or more separate servicing functions to a subservicer Subontractor that does not meet the eligibility requirements for a Subservicer, so long as such outsourcing does not constitute the delegation of such Servicer’s obligation to perform all or substantially all of the servicing of the related Mortgage Loans to such Subcontractor. The related Servicer shall promptly, upon request, provide to the Master Servicer and the Depositor a written description (in form and substance reasonably satisfactory to the Master Servicer and the Depositor) of the role and function of each Subcontractor utilized by such Servicer, specifying (i) the identity of each such Subcontractor and (ii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each such Subcontractor identified pursuant to clause (i) of this subsection. In such event, the use by a Servicer of any such Subcontractor shall not release the Master such Servicer from any of its obligations hereunder and the Master such Servicer shall remain responsible hereunder for all acts and omissions of each subservicer such Subcontractor as fully as if such acts and omissions were those of the Master such Servicer. The Master , and such Servicer shall pay all fees and expenses of each subservicer the Subcontractor from its such Servicer’s own funds. As a condition to the utilization of any Subcontractor, each Servicer shall cause any such Subcontractor used by it for the benefit of the Master Servicer and a subservicer’s fee the Depositor to comply with the provisions of Section 3.18 of this Agreement to the same extent as if such Subcontractor were such Servicer. Each Servicer shall not exceed the Servicing Fee payable be responsible for obtaining from each Subcontractor engaged by it and delivering to the Master Servicer hereunderand any Depositor any Xxxxxxxx-Xxxxx related certification required to be delivered by such Subcontractor under Section 3.18, in each case as and when required to be delivered. At the cost and expense of the Master related Servicer, without any right of reimbursement from its Protected Custodial Account, the Master such Servicer shall be entitled to terminate the rights and responsibilities of a subservicer Subservicer or Subcontractor and arrange for any servicing responsibilities to be performed by a successor subservicerSubservicer or Subcontractor; provided, however, that nothing contained herein shall be deemed to prevent or prohibit the Master a Servicer, at the Master Servicer’s its option, from electing to service the related Mortgage Loans itself. In the event that the Master a Servicer’s responsibilities and duties under this Agreement are terminated pursuant to Section 8.01, the Master such Servicer shall at its own cost and expense terminate the rights and responsibilities of each subservicer Subservicer and Subcontractor with respect to the related Mortgage Loans effective as of the date of termination of the Master such Servicer’s termination. The Master Each Servicer shall pay all fees, expenses or penalties necessary in order to terminate the rights and responsibilities of each subservicer Subservicer and Subcontractor from the Master such Servicer’s own funds without reimbursement from the Trust Fund. Notwithstanding the foregoing, the Master no Servicer shall not be relieved of its obligations hereunder with respect to the related Mortgage Loans and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the related Mortgage Loans. The Master Each Servicer shall be entitled to enter into an agreement with a subservicer Subservicer or Subcontractor, as applicable, engaged by it for indemnification of the Master such Servicer by the subservicer Subservicer or Subcontractor, as applicable, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Any subservicing agreement Subservicing Agreement and any other transactions or services relating to the Mortgage Loans involving a subservicer Subservicer or Subcontractor shall be deemed to be between such subservicer Subservicer or Subcontractor and the Master related Servicer alone, and neither the Master Servicer nor the Trustee shall not have any obligations, duties or liabilities with respect to such subservicer Subservicer or Subcontractor including any obligation, duty or liability of Master Servicer or the Trustee to pay such subservicerSubservicer’s or Subcontractor’s fees and expenses. Each subservicing agreement shall provide that such agreement may be assumed or terminated without cause or penalty by the Trustee or other Successor Master Servicer in the event the Master Servicer is terminated in accordance with this Agreement. For purposes of remittances to the Trustee Securities Administrator pursuant to this Agreement, the Master a Servicer shall be deemed to have received a payment on a Mortgage Loan serviced by such Servicer when a subservicer Subservicer or Subcontractor has received such payment.

Subservicers. The Master Servicer Company shall perform all of its servicing responsibilities hereunder or may cause a subservicer to perform any such servicing responsibilities on its behalf, but the use by the Master Servicer Company of a subservicer shall not release the Master Servicer Company from any of its obligations hereunder and the Master Servicer Company shall remain responsible hereunder for all acts and omissions of each subservicer as fully as if such acts and omissions were those of the Master ServicerCompany. The Master Servicer Company shall pay all fees of each subservicer from its own funds, and a subservicer’s fee shall not exceed the Servicing Fee payable to the Master Servicer Company hereunder. At the cost and expense of the Master ServicerCompany, without any right of reimbursement from its Protected Accountreimbursement, the Master Servicer Company shall be entitled to terminate the rights and responsibilities of a subservicer and arrange for any servicing responsibilities to be performed by a successor subservicer; provided, however, that nothing contained herein shall be deemed to prevent or prohibit the Master ServicerCompany, at the Master ServicerCompany’s option, from electing to service the related EMC Mortgage Loans itself. In the event that the Master ServicerCompany’s responsibilities and duties under this Agreement are terminated pursuant to Section 8.019.03, the Master Servicer Company shall at its own cost and expense terminate the rights and responsibilities of each subservicer effective as of the date of termination of the Master ServicerCompany. The Master Servicer Company shall pay all fees, expenses or penalties necessary in order to terminate the rights and responsibilities of each subservicer from the Master ServicerCompany’s own funds without reimbursement from the Trust Fund. Notwithstanding the foregoing, the Master Servicer Company shall not be relieved of its obligations hereunder and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the EMC Mortgage Loans. The Master Servicer Company shall be entitled to enter into an agreement with a subservicer for indemnification of the Master Servicer Company by the subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Any subservicing agreement and any other transactions or services relating to the EMC Mortgage Loans involving a subservicer shall be deemed to be between such subservicer and the Master Servicer Company alone, and neither the Master Servicer nor the Indenture Trustee shall not have any obligations, duties or liabilities with respect to such subservicer including any obligation, duty or liability of either the Master Servicer or the Indenture Trustee to pay such subservicer’s fees and expenses. Each subservicing agreement shall provide that such agreement may be assumed or terminated without cause or penalty by the Trustee or other Successor Master Servicer in the event the Master Servicer is terminated in accordance with this Agreement. For purposes of remittances to the Trustee Securities Administrator pursuant to this Agreement, the Master Servicer Company shall be deemed to have received a payment on a an EMC Mortgage Loan when a subservicer has received such payment.

Subservicers. The Master Servicer Option One shall perform all of its servicing responsibilities hereunder or may cause a subservicer to perform any such servicing responsibilities on its behalf, but the use by the Master Servicer Option One of a subservicer shall not release the Master Servicer Option One from any of its obligations hereunder with respect to the Option One Mortgage Loans and the Master Servicer Option One shall remain responsible hereunder with respect to the Option One Mortgage Loans for all acts and omissions of each subservicer under the related subservicing agreement as fully as if such acts and omissions were those of the Master ServicerOption One. The Master Servicer Option One shall pay all fees of each subservicer from its own funds, and a subservicer’s 's fee shall not exceed the Servicing Fee payable to the Master Servicer Option One hereunder. At the cost and expense of the Master ServicerOption One, without any right of reimbursement from its Protected Custodial Account, the Master Servicer Option One shall be entitled to terminate the rights and responsibilities of a subservicer and arrange for any servicing responsibilities to be performed by a successor subservicer; provided, however, that nothing contained herein shall be deemed to prevent or prohibit the Master ServicerOption One, at the Master Servicer’s Option One's option, from electing to service the related Option One Mortgage Loans itself. In the event that the Master Servicer’s Option One's responsibilities and duties under this Agreement are terminated pursuant to Section 8.018.03, the Master Servicer Option One shall at its own cost and expense terminate the rights and responsibilities of each subservicer effective as of the date of termination of the Master ServicerOption One. The Master Servicer Option One shall pay all fees, expenses or penalties necessary in order to terminate the rights and responsibilities of each subservicer from the Master Servicer’s Option One's own funds without reimbursement from the Trust Fund. Notwithstanding the foregoing, the Master Servicer Option One shall not be relieved of its obligations hereunder with respect to the Option One Mortgage Loans and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the Option One Mortgage Loans. The Master Servicer Option One shall be entitled to enter into an agreement with a subservicer for indemnification of the Master Servicer Option One by the subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Any subservicing agreement and any other transactions or services relating to the Option One Mortgage Loans involving a subservicer shall be deemed to be between such subservicer and the Master Servicer Option One alone, and the Trustee shall not have any obligations, duties or liabilities with respect to such subservicer including any obligation, duty or liability of the Trustee to pay such subservicer’s 's fees and expenses. Each subservicing agreement shall provide that such agreement may be assumed expenses or terminated without cause or penalty by the Trustee or other Successor Master Servicer any differential in the event amount of the Master Servicer is terminated servicing fee paid hereunder and the amount necessary to induce any successor servicer to act as successor servicer under this Agreement and the transactions provided for in accordance with this Agreement. For purposes of remittances to the Trustee pursuant to this Agreement, the Master Servicer Option One shall be deemed to have received a payment on a an Option One Mortgage Loan when a subservicer has received such payment.

Subservicers. The Master (a) Servicer shall perform all may appoint one or more of its servicing responsibilities hereunder or may cause Affiliates as subservicers (each a subservicer “Subservicer”) to perform any of Servicer’s obligations hereunder from time to time in its sole discretion; provided that, such servicing responsibilities on its behalf, but the use by the Master Servicer of a subservicer shall not release the Master Servicer from any of its obligations hereunder arrangement and the Master Servicer shall remain responsible hereunder for all acts and omissions of each subservicer as fully as if such acts and omissions were those term of the Master Servicer. The Master Servicer shall pay all fees of each subservicer from its own funds, and a subservicer’s fee shall not exceed related subservicing agreement (if any) must provide for the Servicing Fee payable to the Master Servicer hereunder. At the cost and expense servicing of the Master Servicer, without any right of reimbursement from its Protected Account, Loans in a manner consistent with the Master servicing arrangements contemplated hereunder. (b) The Servicer shall be entitled to terminate the subservicing of the Loans by any Subservicer so appointed at any time in its sole discretion. Notwithstanding anything else to the contrary contained herein, all rights and responsibilities obligations of any Subservicer so appointed shall terminate upon the occurrence of a subservicer Successor Servicing Transfer Date. (c) Each Subservicer shall be entitled to compensation for its services as a Subservicer as agreed to by the Servicer and arrange such Subservicer provided that (i) the Servicer will be solely responsible for any subservicing fees payable to the Subservicer in respect of its servicing responsibilities activities with respect to the Loans and the Co-Issuers will not be performed by a successor subservicer; provided, however, that nothing contained herein required to pay any such fees to any Subservicer and (ii) no subservicing arrangement shall be deemed result in an increase of the Servicing Fee payable to prevent or prohibit the Master Servicer, at . (d) Notwithstanding the Master Servicer’s option, from electing to service appointment of the Subservicers for any such servicing and administration of the related Mortgage Loans itself. In the event that the Master Servicer’s responsibilities and duties under this Agreement are terminated pursuant to Section 8.01or any other purpose hereunder, the Master Servicer shall at its own cost remain obligated and expense terminate solely liable to the rights Co-Issuers, the Loan Trustees, the Indenture Trustee, the Paying Agent and responsibilities of each subservicer effective as the Noteholders for the servicing and administering of the date Loans in accordance in all material respects with the provisions of termination this Servicing Agreement without diminution of the Master Servicer. The Master Servicer shall pay all fees, expenses such obligation or penalties necessary in order to terminate the rights and responsibilities liability by virtue of each subservicer from the Master Servicer’s own funds without reimbursement from the Trust Fund. Notwithstanding the foregoing, the Master Servicer shall not be relieved of its obligations hereunder and shall be obligated such subservicing arrangement to the same extent and under the same terms and conditions as if it the Servicer alone were servicing and administering the Mortgage Loans. The Master Servicer shall be entitled to enter into an agreement with a subservicer for indemnification of the Master Servicer by the subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Any subservicing agreement and any other transactions or services relating to the Mortgage Loans involving a subservicer shall be deemed to be between such subservicer and the Master Servicer alone, and the Trustee shall not have any obligations, duties or liabilities with respect to such subservicer including any obligation, duty or liability of the Trustee to pay such subservicer’s fees and expenses. Each subservicing agreement shall provide that such agreement may be assumed or terminated without cause or penalty by the Trustee or other Successor Master Servicer in the event the Master Servicer is terminated in accordance with this Agreement. For purposes of remittances to the Trustee pursuant to this Agreement, the Master Servicer shall be deemed to have received a payment on a Mortgage Loan when a subservicer has received such payment.

Subservicers. The Master Servicer shall perform all of its servicing responsibilities hereunder or may cause a the Subservicer, or any other subservicer if the Subservicer has been terminated or has resigned, to perform any such servicing responsibilities on its behalf, but the use by the Master Servicer of a Servicer, the Subservicer or any other subservicer shall not release the Master Servicer from any of its obligations hereunder and the Master Servicer shall remain responsible hereunder for all acts and omissions of each subservicer as fully as if such acts and omissions were those of the Master Servicer. The Master Subservicer and any such other subservicer must be a Xxxxxx Xxx approved seller/servicer or a Xxxxxxx Mac approved seller/servicer in good standing and no event shall have occurred, including but not limited to, a change in insurance coverage, which would make it unable to comply with the eligibility requirements for seller/servicers imposed by Xxxxxx Xxx or Xxxxxxx Mac, or which would require notification to Xxxxxx Mae or Xxxxxxx Mac. The Subservicer may retain its fees and expenses and/or withdraw such fees and expenses from the Custodial Account, to the same extent that the Servicer would be entitled to retain or withdraw such fees and expenses if the Servicer were owed them. The Servicer shall pay all fees and expenses of each any other subservicer from its own funds, and a . A subservicer’s fee shall not exceed the Servicing Fee payable to the Master Servicer hereunderFee. At the cost and expense of the Master Servicer, without any right of reimbursement from its Protected the Custodial Account, subject to the Master terms of the related subservicing agreement, the Servicer shall be entitled to terminate the rights and responsibilities of a subservicer and arrange for any servicing responsibilities to be performed by a successor subservicersubservicer meeting the requirements in the preceding paragraph; provided, however, that nothing contained herein shall be deemed to prevent or prohibit the Master Servicer, at the Master Servicer’s option, from electing to service the related Mortgage Loans itself. In the event that the Master Servicer’s responsibilities and duties under this Agreement are terminated pursuant to Section 8.018.04, 9.01 or 10.01, and if requested to do so by the Master Servicer, the Master Servicer shall at its own cost and expense terminate the rights and responsibilities of each subservicer effective as of the date of termination of the Master Servicer; provided, that the Subservicer may only be terminated in accordance with the terms of the Subservicing Agreement. The Master Servicer shall pay all fees, expenses or penalties necessary in order to terminate the rights and responsibilities of each any subservicer from the Master Servicer’s own funds without reimbursement from the Trust Fundany other Person. Notwithstanding any of the foregoingprovisions of this Agreement relating to agreements or arrangements between the Servicer and a subservicer or any reference herein to actions taken through a subservicer or otherwise, the Master Servicer shall not be relieved of its obligations hereunder to the Issuer, the Master Servicer and the Indenture Trustee and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage Loans. The Master Servicer shall be responsible for ensuring that the Subservicer and each other subservicer complies with any provision in this Agreement imposing obligations on the Subservicer or any other subservicer. The Servicer shall be entitled to enter into an agreement with a the Subservicer or any other subservicer for indemnification of the Master Servicer by the Subservicer or such other subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Any subservicing agreement and any other transactions or services relating to the Mortgage Loans involving a subservicer shall be deemed to be between such subservicer and the Master Servicer alone, and none of the Issuer, the Master Servicer or the Indenture Trustee shall not have any obligations, duties or liabilities with respect to such subservicer including any no obligation, duty or liability of the Trustee to pay such subservicer’s fees and expenses. Each subservicing agreement shall provide that such agreement may be assumed or terminated without cause or penalty by the Trustee or other Successor Master Servicer in the event the Master Servicer is terminated in accordance with this Agreement. For purposes of remittances to distributions and advances by the Trustee Servicer pursuant to this Agreement, the Master Servicer shall be deemed to have received a payment on a Mortgage Loan when a the Subservicer or another subservicer has received such payment.

Subservicers. The Master Servicer shall perform all of its servicing responsibilities hereunder or may cause a the Subservicer, or any other subservicer if the Subservicer has been terminated or has resigned, to perform any such servicing responsibilities on its behalf, but the use by the Master Servicer of a Servicer, the Subservicer or any other subservicer shall not release the Master Servicer from any of its obligations hereunder and the Master Servicer shall remain responsible hereunder for all acts and omissions of each subservicer as fully as if such acts and omissions were those of the Master Servicer. The Master Subservicer and any such other subservicer must be a Xxxxxx Xxx approved seller/servicer or a Xxxxxxx Mac approved seller/servicer in good standing and no event shall have occurred, including but not limited to, a change in insurance coverage, which would make it unable to comply with the eligibility requirements for seller/servicers imposed by Xxxxxx Xxx or Xxxxxxx Mac, or which would require notification to Xxxxxx Mae or Xxxxxxx Mac. The Subservicer may retain its fees and expenses and/or withdraw such fees and expenses from the Custodial Account, to the same extent that the Servicer would be entitled to retain or withdraw such fees and expenses if the Servicer were owed them. The Servicer shall pay all fees and expenses of each any other subservicer from its own funds, and a . A subservicer’s fee shall not exceed the Servicing Fee payable to the Master Servicer hereunderFee. At the cost and expense of the Master Servicer, without any right of reimbursement from its Protected the Custodial Account, subject to the Master terms of the related subservicing agreement, the Servicer shall be entitled to terminate the rights and responsibilities of a subservicer and arrange for any servicing responsibilities to be performed by a successor subservicersubservicer meeting the requirements in the preceding paragraph; provided, however, that nothing contained herein shall be deemed to prevent or prohibit the Master Servicer, at the Master Servicer’s option, from electing to service the related Mortgage Loans itself. In the event that the Master Servicer’s responsibilities and duties under this Agreement are terminated pursuant to Section 8.018.04, Section 9.01 or Section 10.01 hereof, and if requested to do so by the Master Servicer, the Master Servicer shall at its own cost and expense terminate the rights and responsibilities of each subservicer effective as of the date of termination of the Master Servicer; provided that the Subservicer may only be terminated in accordance with the terms of the Subservicing Agreement. The Master Servicer shall pay all fees, expenses or penalties necessary in order to terminate the rights and responsibilities of each any subservicer from the Master Servicer’s own funds without reimbursement from the Trust Fundany other Person. Notwithstanding any of the foregoingprovisions of this Agreement relating to agreements or arrangements between the Servicer and a subservicer or any reference herein to actions taken through a subservicer or otherwise, the Master Servicer shall not be relieved of its obligations hereunder to the Issuing Entity, the Master Servicer and the Trustee and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage Loans. The Master Servicer shall be responsible for ensuring that the Subservicer and each other subservicer complies with any provision in this Agreement imposing obligations on the Subservicer or any other subservicer. The Servicer shall be entitled to enter into an agreement with a the Subservicer or any other subservicer for indemnification of the Master Servicer by the Subservicer or such other subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Any subservicing agreement and any other transactions or services relating to the Mortgage Loans involving a subservicer shall be deemed to be between such subservicer and the Master Servicer alone, and none of the Issuing Entity, the Master Servicer or the Trustee shall not have any obligations, duties or liabilities with respect to such subservicer including any no obligation, duty or liability of the Trustee to pay such subservicer’s fees and expenses. Each subservicing agreement shall provide that such agreement may be assumed or terminated without cause or penalty by the Trustee or other Successor Master Servicer in the event the Master Servicer is terminated in accordance with this Agreement. For purposes of remittances to distributions and advances by the Trustee Servicer pursuant to this Agreement, the Master Servicer shall be deemed to have received a payment on a Mortgage Loan when a the Subservicer or another subservicer has received such payment.

Subservicers. The Master Servicer Company shall perform all of its servicing responsibilities hereunder or may cause a subservicer to perform any such servicing responsibilities on its behalf, but the use by the Master Servicer Company of a subservicer shall not release the Master Servicer Company from any of its obligations hereunder and the Master Servicer Company shall remain responsible hereunder for all acts and omissions of each subservicer as fully as if such acts and omissions were those of the Master ServicerCompany. The Master Servicer Company shall pay all fees of each subservicer from its own funds, and a subservicer’s fee shall not exceed the Servicing Fee payable to the Master Servicer Company hereunder. At the cost and expense of the Master ServicerCompany, without any right of reimbursement from its Protected Account, the Master Servicer Company shall be entitled to terminate the rights and responsibilities of a subservicer and arrange for any servicing responsibilities to be performed by a successor subservicer; provided, however, that nothing contained herein shall be deemed to prevent or prohibit the Master ServicerCompany, at the Master ServicerCompany’s option, from electing to service the related EMC Mortgage Loans itself. In the event that the Master ServicerCompany’s responsibilities and duties under this Agreement are terminated pursuant to Section 8.019.05, the Master Servicer Company shall at its own cost and expense terminate the rights and responsibilities of each subservicer effective as of the date of termination of the Master ServicerCompany. The Master Servicer Company shall pay all fees, expenses or penalties necessary in order to terminate the rights and responsibilities of each subservicer from the Master ServicerCompany’s own funds without reimbursement from the Trust Fund. Notwithstanding the foregoing, the Master Servicer Company shall not be relieved of its obligations hereunder and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the EMC Mortgage Loans. The Master Servicer Company shall be entitled to enter into an agreement with a subservicer for indemnification of the Master Servicer Company by the subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Any subservicing agreement Subservicing Agreement and any other transactions or services relating to the EMC Mortgage Loans involving a subservicer shall be deemed to be between such subservicer and the Master Servicer Company alone, and neither the Securities Administrator nor the Trustee shall not have any obligations, duties or liabilities with respect to such subservicer including any obligation, duty or liability of either the Securities Administrator or the Trustee to pay such subservicer’s fees and expenses. Each subservicing agreement shall provide that such agreement may be assumed or terminated without cause or penalty by the Trustee or other Successor Master Servicer in the event the Master Servicer is terminated in accordance with this Agreement. For purposes of remittances to the Trustee Master Servicer pursuant to this Agreement, the Master Servicer Company shall be deemed to have received a payment on a an EMC Mortgage Loan when a subservicer has received such payment.

Subservicers. The Master Each Servicer shall perform all of its servicing responsibilities hereunder or may cause a subservicer to perform any such servicing responsibilities on its behalf, but the use by the Master a Servicer of a subservicer shall not release such Servicer from any of its obligations hereunder with respect to the Master related Mortgage Loans. The related Servicer shall pay all fees of each of its subservicers from its own funds. Notwithstanding the foregoing, with respect to the Mortgage Loans, each Servicer shall be entitled to outsource one or separate servicing functions to a Person (each, an “Outsourcer”) that does not meet the eligibility requirements for a Subservicer, so long as such outsourcing does not constitute the delegation of such Servicer’s obligation to perform all or substantially all of the servicing of the related Mortgage Loans to such Outsourcer. In such event, the use by a Servicer of any such Outsourcer shall not release the related Servicer from any of its obligations hereunder and the Master such Servicer shall remain responsible hereunder for all acts and omissions of each subservicer such Outsourcer as fully as if such acts and omissions were those of the Master related Servicer. The Master , and the related Servicer shall pay all fees and expenses of each subservicer the Outsourcer from its such Servicer’s own funds, and a subservicer’s fee shall not exceed the Servicing Fee payable to the Master Servicer hereunder. At the cost and expense of the Master applicable Servicer, without any right of reimbursement from its Protected Custodial Account, the Master applicable Servicer shall be entitled to terminate the rights and responsibilities of a subservicer and arrange for any servicing responsibilities to be performed by a successor subservicer; provided, however, that nothing contained herein shall be deemed to prevent or prohibit the Master such Servicer, at the Master Servicer’s its option, from electing to service the related Mortgage Loans itself. In the event that the Master such Servicer’s responsibilities and duties under this Agreement are terminated pursuant to Section 8.01, the Master such Servicer shall at its own cost and expense terminate the rights and responsibilities of each subservicer with respect to the related Mortgage Loans effective as of the date of termination of the Master such Servicer’s termination. The Master Such Servicer shall pay all fees, expenses or penalties necessary in order to terminate the rights and responsibilities of each subservicer from the Master such Servicer’s own funds without reimbursement from the Trust Fund. Notwithstanding the foregoing, the Master related Servicer shall not be relieved of its obligations hereunder with respect to the related Mortgage Loans and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the related Mortgage Loans. The Master Such Servicer shall be entitled to enter into an agreement with a subservicer for indemnification of the Master Servicer by the subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Any subservicing agreement and any other transactions or services relating to the Mortgage Loans involving a subservicer shall be deemed to be between such subservicer and the Master related Servicer alone, and neither the Master Servicer nor the Trustee shall not have any obligations, duties or liabilities with respect to such subservicer including any obligation, duty or liability of the Master Servicer or the Trustee to pay such subservicer’s fees and expenses. Each subservicing agreement shall provide that such agreement may be assumed expenses or terminated without cause or penalty by the Trustee or other Successor Master Servicer any differential in the event amount of the Master servicing fee paid hereunder and the amount necessary to induce any Successor Servicer is terminated to act as Successor Servicer under this Agreement and the transactions provided for in accordance with this Agreement. For purposes of remittances to the Trustee Securities Administrator pursuant to this Agreement, the Master related Servicer shall be deemed to have received a payment on a Mortgage Loan when a subservicer has received such payment.< /p>

Subservicers. The Master Servicer Company shall perform all of its servicing responsibilities hereunder or may cause a subservicer to perform any such servicing responsibilities on its behalf, but the use by the Master Servicer Company of a subservicer shall not release the Master Servicer Company from any of its obligations hereunder and the Master Servicer Company shall remain responsible hereunder for all acts and omissions of each subservicer as fully as if such acts and omissions were those of the Master ServicerCompany. The Master Servicer Company shall pay all fees of each subservicer from its own funds, and a subservicer’s fee shall not exceed the Servicing Fee payable to the Master Servicer Company hereunder. At the cost and expense of the Master ServicerCompany, without any right of reimbursement from its Protected Account, the Master Servicer Company shall be entitled to terminate the rights and responsibilities of a subservicer and arrange for any servicing responsibilities to be performed by a successor subservicer; provided, however, that nothing contained herein shall be deemed to prevent or prohibit the Master ServicerCompany, at the Master ServicerCompany’s option, from electing to service the related Mortgage Loans itself. In the event that the Master ServicerCompany’s responsibilities and duties under this Agreement are terminated pursuant to Section 8.019.05, the Master Servicer Company shall at its own cost and expense terminate the rights and responsibilities of each subservicer effective as of the date of termination of the Master ServicerCompany. The Master Servicer Company shall pay all fees, expenses or penalties necessary in order to terminate the rights and responsibilities of each subservicer from the Master ServicerCompany’s own funds without reimbursement from the Trust Fund. Notwithstanding the foregoing, the Master Servicer Company shall not be relieved of its obligations hereunder and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage Loans. The Master Servicer Company shall be entitled to enter into an agreement with a subservicer for indemnification of the Master Servicer Company by the subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Any subservicing agreement Subservicing Agreement and any other transactions or services relating to the Mortgage Loans involving a subservicer shall be deemed to be between such subservicer and the Master Servicer Company alone, and the Trustee shall not have any obligations, duties or liabilities with respect to such subservicer including any obligation, duty or liability of the Trustee to pay such subservicer’s fees and expenses. Each subservicing agreement shall provide that provides that such agreement may be assumed or terminated without cause or penalty by the Trustee Master Servicer or other the Trustee, in its capacity as Successor Master Servicer Servicer, in the event the Master Servicer Company is terminated in accordance with this Agreement. For purposes of remittances to the Trustee Master Servicer pursuant to this Agreement, the Master Servicer Company shall be deemed to have received a payment on a an Mortgage Loan when a subservicer has received such payment.

Subservicers. The Master Servicer shall perform all Mortgage Loans may be subserviced by a Subservicer on behalf of its servicing responsibilities hereunder or may cause Seller provided that the Subservicer is a subservicer GNMA-approved issuer, Xxxxxx Xxx-approved lender, FHLMC seller/servicer, FHA Approved Mortgagee, and VA Approved Lender, in each case in good standing, and no event has occurred, including but not limited to perform any such servicing responsibilities on its behalfa change in insurance coverage, but that would make it unable to comply with the use eligibility requirements for lenders/servicers imposed by the Master Servicer of a subservicer relevant Agency Guide. Seller shall not release notify all relevant Subservicers, at the Master Servicer from any of its obligations hereunder and the Master Servicer shall remain responsible hereunder for all acts and omissions commencement of each subservicer as fully as if such acts and omissions were those Transaction, of the Master ServicerPurchaser’s interest under this Agreement. The Master Servicer Seller shall pay all fees and expenses of each subservicer a Subservicer from its own funds, and a subservicerSubservicer’s fee shall not exceed the Servicing Fee payable to the Master Servicer hereunderrespecting a particular Mortgage Pool. At the cost and expense of the Master ServicerSeller, without any right of reimbursement from its Protected Accountany custodial collection account, the Master Servicer Seller shall be entitled to terminate the rights and responsibilities of a subservicer Subservicer and arrange for any servicing responsibilities to be performed by a successor subservicerSubservicer meeting the requirements in the preceding paragraph; provided, however, that nothing contained herein shall be deemed to prevent or prohibit the Master ServicerSeller, at the Master ServicerSeller’s option, from electing to service the related Mortgage Loans itself. In the event that the Master ServicerXxxxxx’s responsibilities and duties under this Agreement are terminated pursuant respecting a particular Mortgage Pool expire by reason of expiration or earlier termination of the Interim Servicing Period, if reasonably requested to Section 8.01do so by Purchaser, the Master Servicer shall Seller shall, at its own cost and expense expense, terminate the rights and responsibilities of each subservicer effective any Subservicers as soon as is reasonably possible. Notwithstanding any of the date provisions of termination of the Master Servicer. The Master Servicer shall pay all feesthis Agreement relating to agreements or arrangements between Seller and a Subservicer or any reference herein to actions taken through a Subservicer or otherwise, expenses or penalties necessary in order to terminate the rights and responsibilities of each subservicer from the Master Servicer’s own funds without reimbursement from the Trust Fund. Notwithstanding the foregoing, the Master Servicer Seller shall not be relieved of its obligations hereunder Obligations to Purchaser or other registered holder of the Participation Certificate and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage LoansLoans and Seller shall remain responsible hereunder for all acts and omissions of a Subservicer as fully as if such acts and omissions were those of Seller. The Master Servicer Seller shall be entitled to enter into an agreement with a subservicer Subservicer for indemnification of the Master Servicer Seller by the subservicer Subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Any subservicing agreement and any other transactions or services relating to the Mortgage Loans involving a subservicer Subservicer shall be deemed to be between such subservicer the Subservicer and the Master Servicer Seller alone, and the Trustee Purchaser shall not have any no obligations, duties or liabilities with respect to such subservicer the Subservicer including any no obligation, duty or liability of the Trustee to pay such subservicerthe Subservicer’s fees and expenses. Each subservicing agreement shall provide that such agreement may be assumed or terminated without cause or penalty by the Trustee or other Successor Master Servicer in the event the Master Servicer is terminated in accordance with this Agreement. For purposes of remittances to the Trustee pursuant to this Agreement, the Master Servicer shall be deemed to have received a payment on a Mortgage Loan when a subservicer has received such payment.

Subservicers. The Master Servicer shall perform all of its servicing responsibilities hereunder or may cause a subservicer (approved in writing by the Note Insurer) to perform any such servicing responsibilities on its behalf, but the use by the Master Servicer of a subservicer shall not release the Master Servicer from any of its obligations hereunder and the Master Servicer shall remain responsible hereunder for all acts and omissions of each subservicer as fully as if such acts and omissions were those of the Master Servicer. The Master Servicer shall pay all fees of each subservicer from its own funds, and a subservicer’s fee shall not exceed the Servicing Fee payable to the Servicer hereunder. The Servicer shall notify the Master Servicer hereunderof the appointment of any subservicer. At the cost and expense of the Master Servicer, without any right of reimbursement from its Protected Accountreimbursement, the Master Servicer shall be entitled to terminate the rights and responsibilities of a subservicer and arrange for any servicing responsibilities to be performed by a successor subservicersubservicer (approved in writing by the Note Insurer); provided, however, that nothing contained herein shall be deemed to prevent or prohibit the Master Servicer, at the Master Servicer’s option, from electing to service the related Mortgage Loans HELOCs itself. In the event that the Master Servicer’s responsibilities and duties under this Agreement are terminated pursuant to Section 8.018.05, the Master Servicer shall (with the written consent of the Master Servicer) at its own cost and expense terminate the rights and responsibilities of each subservicer effective as of the date of termination of the Master Servicer. The Master Servicer shall pay all fees, expenses or penalties necessary in order to terminate the rights and responsibilities of each subservicer from the Master Servicer’s own funds without reimbursement from the Trust FundEstate. Notwithstanding the foregoing, the Master Servicer shall not be relieved of its obligations hereunder and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage LoansHELOCs. The Master Servicer shall be entitled to enter into an agreement with a subservicer for indemnification of the Master Servicer by the subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Any subservicing agreement and any other transactions or services relating to the Mortgage Loans HELOCs involving a subservicer shall be deemed to be between such subservicer and the Master Servicer alone, and neither the Master Servicer nor the Indenture Trustee shall not have any obligations, duties or liabilities with respect to such subservicer including any obligation, duty or liability of the Trustee to pay such subservicer’s fees and expenses. Each subservicing agreement shall provide that such agreement may be assumed or terminated without cause or penalty by the Trustee or other Successor Master Servicer in the event the Master Servicer is terminated in accordance with this Agreement. For purposes of remittances to the Trustee Securities Administrator pursuant to this Agreement, the Master Servicer shall be deemed to have received a payment on a Mortgage Loan HELOC when a subservicer has received such payment.

Subservicers. The Master Servicer GMACM shall perform all of its servicing responsibilities hereunder or may cause a subservicer to perform any such servicing responsibilities on its behalf, but the use by the Master Servicer GMACM of a subservicer shall not release the Master Servicer GMACM from any of its obligations hereunder and with respect to the Master Servicer shall remain responsible hereunder for all acts and omissions of each subservicer as fully as if such acts and omissions were those of the Master Servicerrelated GMACM Mortgage Loans. The Master Servicer GMACM shall pay all fees of each subservicer of its subservicers from its own funds, and a subservicer’s fee shall not exceed the Servicing Fee payable to the Master Servicer GMACM hereunder. At the cost and expense of the Master ServicerGMACM, without any right of reimbursement from its Protected Custodial Account, the Master Servicer GMACM shall be entitled to terminate the rights and responsibilities of a subservicer and arrange for any servicing responsibilities to be performed by a successor subservicer; provided, however, that nothing contained herein shall be deemed to prevent or prohibit the Master ServicerGMACM, at the Master Servicer’s its option, from electing to service the related GMACM Mortgage Loans itself. In the event that the Master ServicerGMACM’s responsibilities and duties under this Agreement are terminated pursuant to Section 8.01, the Master Servicer GMACM shall at its own cost and expense terminate the rights and responsibilities of each subservicer with respect to the GMACM Mortgage Loans effective as of the date of termination of the Master ServicerGMACM’s termination. The Master Servicer GMACM shall pay all fees, expenses or penalties necessary in order to terminate the rights and responsibilities of each subservicer from the Master ServicerGMACM’s own funds without reimbursement from the Trust Fund. Notwithstanding the foregoing, the Master Servicer GMACM shall not be relieved of its obligations hereunder with respect to the GMACM Mortgage Loans and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the GMACM Mortgage Loans. The Master Servicer GMACM shall be entitled to enter into an agreement with a subservicer for indemnification of the Master Servicer GMACM by the subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Any subservicing agreement and any other transactions or services relating to the GMACM Mortgage Loans involving a subservicer shall be deemed to be between such subservicer and GMACM alone, and neither the Master Servicer alone, and nor the Trustee shall not have any obligations, duties or liabilities with respect to such subservicer including any obligation, duty or liability of Master Servicer or the Trustee to pay such subservicer’s fees and expenses. Each subservicing agreement shall provide that such agreement may be assumed expenses or terminated without cause or penalty by the Trustee or other Successor Master Servicer any differential in the event amount of the Master Servicer is terminated servicing fee paid hereunder and the amount necessary to induce any successor servicer to act as successor servicer under this Agreement and the transactions provided for in accordance with this Agreement. For purposes of remittances to the Trustee Securities Administrator pursuant to this Agreement, the Master Servicer GMACM shall be deemed to have received a payment on a GMACM Mortgage Loan when a subservicer has received such payment.

Subservicers. The Master Servicer shall perform all Mortgage Loans may be subserviced by a Subservicer on behalf of its servicing responsibilities hereunder or may cause Seller provided that the Subservicer is a subservicer GNMA-approved issuer, Xxxxxx Xxx-approved lender, FHLMC seller/servicer, FHA Approved Mortgagee, and VA Approved Lender, in each case in good standing, and no event has occurred, including but not limited to perform any such servicing responsibilities on its behalfa change in insurance coverage, but that would make it unable to comply with the use eligibility requirements for lenders/servicers imposed by the Master Servicer of a subservicer relevant Agency Guide or which would require notification to the relevant Agency. Seller shall not release notify all relevant Subservicers, at the Master Servicer from any of its obligations hereunder and the Master Servicer shall remain responsible hereunder for all acts and omissions commencement of each subservicer as fully as if such acts and omissions were those Transaction, of the Master ServicerPurchaser’s interest under this Agreement. The Master Servicer Seller shall pay all fees and expenses of each subservicer a Subservicer from its own funds, and a subservicerSubservicer’s fee shall not exceed the Servicing Fee payable to the Master Servicer hereunderrespecting a particular Mortgage Pool. At the cost and expense of the Master ServicerSeller, without any right of reimbursement from its Protected Accountany custodial collection account, the Master Servicer Seller shall be entitled to terminate the rights and responsibilities of a subservicer Subservicer and arrange for any servicing responsibilities to be performed by a successor subservicerSubservicer meeting the requirements in the preceding paragraph; provided, however, that nothing contained herein shall be deemed to prevent or prohibit the Master ServicerSeller, at the Master ServicerSeller’s option, from electing to service the related Mortgage Loans itself. In the event that the Master ServicerSeller’s responsibilities and duties under this Agreement are terminated pursuant respecting a particular Mortgage Pool expire by reason of expiration or earlier termination of the Servicing Period, if reasonably requested to Section 8.01do so by Purchaser, the Master Servicer shall Seller shall, at its own cost and expense expense, terminate the rights and responsibilities of each subservicer effective any Subservicers as soon as is reasonably possible. Notwithstanding any of the date provisions of termination of the Master Servicer. The Master Servicer shall pay all feesthis Agreement relating to agreements or arrangements between Seller and a Subservicer or any reference herein to actions taken through a Subservicer or otherwise, expenses or penalties necessary in order to terminate the rights and responsibilities of each subservicer from the Master Servicer’s own funds without reimbursement from the Trust Fund. Notwithstanding the foregoing, the Master Servicer Seller shall not be relieved of its obligations hereunder Obligations to Purchaser or other registered holder of the Participation Certificate and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage LoansLoans and Seller shall remain responsible hereunder for all acts and omissions of a Subservicer as fully as if such acts and omissions were those of Seller. The Master Servicer Seller shall be entitled to enter into an agreement with a subservicer Subservicer for indemnification of the Master Servicer Seller by the subservicer Subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Any subservicing agreement and any other transactions or services relating to the Mortgage Loans involving a subservicer Subservicer shall be deemed to be between such subservicer the Subservicer and the Master Servicer Seller alone, and the Trustee Purchaser shall not have any no obligations, duties or liabilities with respect to such subservicer the Subservicer including any no obligation, duty or liability of the Trustee to pay such subservicerthe Subservicer’s fees and expenses. Each subservicing agreement shall provide that such agreement may be assumed or terminated without cause or penalty by the Trustee or other Successor Master Servicer in the event the Master Servicer is terminated in accordance with this Agreement. For purposes of remittances to the Trustee pursuant to this Agreement, the Master Servicer shall be deemed to have received a payment on a Mortgage Loan when a subservicer has received such payment.

Subservicers. The Master Servicer shall perform all of its servicing responsibilities hereunder or may cause a subservicer to perform any such servicing responsibilities on its behalf, but the use by the Master Servicer of a subservicer shall not release the Master Servicer from any of its obligations hereunder and the Master Servicer shall remain responsible hereunder for all acts and omissions of each subservicer as fully as if such acts and omissions were those of the Master Servicer. The Master Servicer shall pay all fees of each subservicer from its own funds, and a subservicer’s fee shall not exceed the Servicing Fee payable to the Master Servicer hereunder. At the cost and expense of the Master Servicer, without any right of reimbursement from its Protected Account, the Master Servicer shall be entitled to terminate the rights and responsibilities of a subservicer and arrange for any servicing responsibilities to be performed by a successor subservicer; provided, however, that nothing contained herein shall be deemed to prevent or prohibit the Master Servicer, at the Master Servicer’s option, from electing to service the related Mortgage Loans itself. In the event that the Master Servicer’s responsibilities and duties under this Agreement are terminated pursuant to Section 8.019.01, the Master Servicer shall at its own cost and expense terminate the rights and responsibilities of each subservicer effective as of the date of termination of the Master Servicer. The Master Servicer shall pay all fees, expenses or penalties necessary in order to terminate the rights and responsibilities of each subservicer from the Master Servicer’s own funds without reimbursement from the Trust Fund. Notwithstanding the foregoing, the Master Servicer shall not be relieved of its obligations hereunder and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage Loans. The Master Servicer shall be entitled to enter into an agreement with a subservicer for indemnification of the Master Servicer by the subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Any subservicing agreement Subservicing Agreement and any other transactions or services relating to the Mortgage Loans involving a subservicer shall be deemed to be between such subservicer and the Master Servicer alone, and the Trustee shall not have any obligations, duties or liabilities with respect to such subservicer including any obligation, duty or liability of the Trustee to pay such subservicer’s fees and expenses. Each subservicing agreement shall provide that such agreement may be assumed or terminated without cause or penalty by the Trustee or other Successor Master Servicer in the event the Master Servicer is terminated in accordance with this Agreement. For purposes of remittances to the Trustee pursuant to this Agreement, the Master Servicer shall be deemed to have received a payment on a Mortgage Loan when a subservicer has received such payment.

Subservicers. The Master Servicer shall perform all of its servicing responsibilities hereunder or may cause a the Subservicer, or any other subservicer if the Subservicer has been terminated or has resigned, to perform any such servicing responsibilities on its behalf, but the use by the Master Servicer of a Servicer, the Subservicer or any other subservicer shall not release the Master Servicer from any of its obligations hereunder and the Master Servicer shall remain responsible hereunder for all acts and omissions of each subservicer as fully as if such acts and omissions were those of the Master Servicer. The Master Subservicer and any such other subservicer must be a Xxxxxx Xxx approved seller/servicer or a Xxxxxxx Mac approved seller/servicer in good standing and no event shall have occurred, including but not limited to, a change in insurance coverage, which would make it unable to comply with the eligibility requirements for seller/servicers imposed by Xxxxxx Xxx or Xxxxxxx Mac, or which would require notification to Xxxxxx Mae or Xxxxxxx Mac. The Subservicer may retain its fees and expenses and/or withdraw such fees and expenses from the Custodial Account, to the same extent that the Servicer would be entitled to retain or withdraw such fees and expenses if the Servicer were owed them. The Servicer shall pay all fees and expenses of each any other subservicer from its own funds, and a . A subservicer’s fee shall not exceed the Servicing Fee payable to the Master Servicer hereunderFee. At the cost and expense of the Master Servicer, without any right of reimbursement from its Protected the Custodial Account, subject to the Master terms of the related subservicing agreement, the Servicer shall be entitled to terminate the rights and responsibilities of a subservicer and arrange for any servicing responsibilities to be performed by a successor subservicersubservicer meeting the requirements in the preceding paragraph; provided, however, that nothing contained herein shall be deemed to prevent or prohibit the Master Servicer, at the Master Servicer’s option, from electing to service the related Mortgage Loans itself. In the event that the Master Servicer’s responsibilities and duties under this Agreement are terminated pursuant to Section 8.018.04, 9.01 or 10.01, and if requested to do so by the Master Servicer, the Master Servicer shall at its own cost and expense terminate the rights and responsibilities of each subservicer effective as of the date of termination of the Master Servicer; provided that the Subservicer may only be terminated in accordance with the terms of the Subservicing Agreement. The Master Servicer shall pay all fees, expenses or penalties necessary in order to terminate the rights and responsibilities of each any subservicer from the Master Servicer’s own funds without reimbursement from the Trust Fundany other Person. Notwithstanding any of the foregoingprovisions of this Agreement relating to agreements or arrangements between the Servicer and a subservicer or any reference herein to actions taken through a subservicer or otherwise, the Master Servicer shall not be relieved of its obligations hereunder to the Issuer, the Master Servicer and the Indenture Trustee and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage Loans. The Master Servicer shall be responsible for ensuring that the Subservicer and each other subservicer complies with any provision in this Agreement imposing obligations on the Subservicer or any other subservicer. The Servicer shall be entitled to enter into an agreement with a the Subservicer or any other subservicer for indemnification of the Master Servicer by the Subservicer or such other subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Any subservicing agreement and any other transactions or services relating to the Mortgage Loans involving a subservicer shall be deemed to be between such subservicer and the Master Servicer alone, and none of the Issuer, the Master Servicer or the Indenture Trustee shall not have any obligations, duties or liabilities with respect to such subservicer including any no obligation, duty or liability of the Trustee to pay such subservicer’s fees and expenses. Each subservicing agreement shall provide that such agreement may be assumed or terminated without cause or penalty by the Trustee or other Successor Master Servicer in the event the Master Servicer is terminated in accordance with this Agreement. For purposes of remittances to distributions and advances by the Trustee Servicer pursuant to this Agreement, the Master Servicer shall be deemed to have received a payment on a Mortgage Loan when a the Subservicer or another subservicer has received such payment.

Subservicers. The Master Servicer shall perform all of its servicing responsibilities hereunder or may cause a the Subservicer, or any other subservicer if the Subservicer has been terminated or has resigned, to perform any such servicing responsibilities on its behalf, but the use by the Master Servicer of a Servicer, the Subservicer or any other subservicer shall not release the Master Servicer from any of its obligations hereunder and the Master Servicer shall remain responsible hereunder for all acts and omissions of each subservicer as fully as if such acts and omissions were those of the Master Servicer. The Master Subservicer and any such other subservicer must be a Xxxxxx Xxx approved seller/servicer or a Xxxxxxx Mac approved seller/servicer in good standing and no event shall have occurred, including but not limited to, a change in insurance coverage, which would make it unable to comply with the eligibility requirements for seller/servicers imposed by Xxxxxx Xxx or Xxxxxxx Mac, or which would require notification to Xxxxxx Mae or Xxxxxxx Mac. The Subservicer may retain its fees and expenses and/or withdraw such fees and expenses from the Custodial Account, to the same extent that the Servicer would be entitled to retain or withdraw such fees and expenses if the Servicer were owed them. The Servicer shall pay all fees and expenses of each any other subservicer from its own funds, and a . A subservicer’s fee shall not exceed the Servicing Fee payable to the Master Servicer hereunderFee. At the cost and expense of the Master Servicer, without any right of reimbursement from its Protected the Custodial Account, subject to the Master terms of the related subservicing agreement, the Servicer shall be entitled to terminate the rights and responsibilities of a subservicer and arrange for any servicing responsibilities to be performed by a successor subservicersubservicer meeting the requirements in the preceding paragraph; provided, however, that nothing contained herein shall be deemed to prevent or prohibit the Master Servicer, at the Master Servicer’s option, from electing to service the related Mortgage Loans itself. In the event that the Master Servicer’s responsibilities and duties under this Agreement are terminated pursuant to Section 8.018.04, 9.01 or 10.01, and if requested to do so by the Master Servicer, the Master Servicer shall at its own cost and expense terminate the rights and responsibilities of each subservicer effective as of the date of termination of the Master Servicer. The Master Servicer shall pay all fees, expenses or penalties necessary in order to terminate ; provided that the rights and responsibilities of each subservicer from the Master Servicer’s own funds without reimbursement from the Trust Fund. Notwithstanding the foregoing, the Master Servicer shall not Subservicer may only be relieved of its obligations hereunder and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage Loans. The Master Servicer shall be entitled to enter into an agreement with a subservicer for indemnification of the Master Servicer by the subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Any subservicing agreement and any other transactions or services relating to the Mortgage Loans involving a subservicer shall be deemed to be between such subservicer and the Master Servicer alone, and the Trustee shall not have any obligations, duties or liabilities with respect to such subservicer including any obligation, duty or liability of the Trustee to pay such subservicer’s fees and expenses. Each subservicing agreement shall provide that such agreement may be assumed or terminated without cause or penalty by the Trustee or other Successor Master Servicer in the event the Master Servicer is terminated in accordance with this Agreement. For purposes the terms of remittances to the Trustee pursuant to this Agreement, the Master Servicer shall be deemed to have received a payment on a Mortgage Loan when a subservicer has received such payment.the

Subservicers. The Master Servicer Company shall perform all of its servicing responsibilities hereunder or may cause a subservicer to perform any such servicing responsibilities on its behalf, but the use by the Master Servicer Company of a subservicer shall not release the Master Servicer Company from any of its obligations hereunder and the Master Servicer Company shall remain responsible hereunder for all acts and omissions of each subservicer as fully as if such acts and omissions were those of the Master ServicerCompany. The Master Servicer Company shall pay all fees of each subservicer from its own funds, and a subservicer’s fee shall not exceed the Servicing Fee payable to the Master Servicer Company hereunder. At the cost and expense of the Master ServicerCompany, without any right of reimbursement from its Protected Account, the Master Servicer Company shall be entitled to terminate the rights and responsibilities of a subservicer and arrange for any servicing responsibilities to be performed by a successor subservicer; provided, however, that nothing contained herein shall be deemed to prevent or prohibit the Master ServicerCompany, at the Master ServicerCompany’s option, from electing to service the related EMC Mortgage Loans itself. In the event that the Master ServicerCompany’s responsibilities and duties under this Agreement are terminated pursuant to Section 8.019.03, the Master Servicer Company shall at its own cost and expense terminate the rights and responsibilities of each subservicer effective as of the date of termination of the Master ServicerCompany. The Master Servicer Company shall pay all fees, expenses or penalties necessary in order to terminate the rights and responsibilities of each subservicer from the Master ServicerCompany’s own funds without reimbursement from the Trust Fund. Notwithstanding the foregoing, the Master Servicer Company shall not be relieved of its obligations hereunder and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the EMC Mortgage Loans. The Master Servicer Company shall be entitled to enter into an agreement with a subservicer for indemnification of the Master Servicer Company by the subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Any subservicing agreement Subservicing Agreement and any other transactions or services relating to the EMC Mortgage Loans involving a subservicer shall be deemed to be between such subservicer and the Master Servicer Company alone, and neither the Master Servicer nor the Trustee shall not have any obligations, duties or liabilities with respect to such subservicer including any obligation, duty or liability of either the Master Servicer or the Trustee to pay such subservicer’s fees and expenses. Each subservicing agreement shall provide that such agreement may be assumed or terminated without cause or penalty by the Trustee or other Successor Master Servicer in the event the Master Servicer is terminated in accordance with this Agreement. For purposes of remittances to the Trustee Master Servicer pursuant to this Agreement, the Master Servicer Company shall be deemed to have received a payment on a an EMC Mortgage Loan when a subservicer has received such payment.

Subservicers. The Master Servicer shall perform all of its servicing responsibilities hereunder or may cause a subservicer to perform any such servicing responsibilities on its behalf, but the use by the Master Servicer of a subservicer shall not release the Master Servicer from any of its obligations hereunder with respect to the Mortgage Loans and the Master Servicer shall remain responsible hereunder with respect to the Mortgage Loans for all acts and omissions of each subservicer under the related subservicing agreement as fully as if such acts and omissions were those of the Master Servicer. The Master Servicer shall pay all fees of each subservicer from its own funds, and a subservicer’s 's fee shall not exceed the Servicing Fee payable to the Master Servicer hereunder. At the cost and expense of the Master Servicer, without any right of reimbursement from its Protected Custodial Account, the Master Servicer shall be entitled to terminate the rights and responsibilities of a subservicer and arrange for any servicing responsibilities to be performed by a successor subservicer; provided, however, that nothing contained herein shall be deemed to prevent or prohibit the Master Servicer, at the Master Servicer’s 's option, from electing to service the related Mortgage Loans itself. In the event that the Master Servicer’s 's responsibilities and duties under this Agreement are terminated pursuant to Section 8.018.03, the Master Servicer shall at its own cost and expense terminate the rights and responsibilities of each subservicer effective as of the date of termination of the Master Servicer. The Master Servicer shall pay all fees, expenses or penalties necessary in order to terminate the rights and responsibilities of each subservicer from the Master Servicer’s 's own funds without reimbursement from the Trust Fund. Notwithstanding the foregoing, the Master Servicer shall not be relieved of its obligations hereunder with respect to the Mortgage Loans and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage Loans. The Master Servicer shall be entitled to enter into an agreement with a subservicer for indemnification of the Master Servicer by the subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Any subservicing agreement and any other transactions or services relating to the Mortgage Loans involving a subservicer shall be deemed to be between such subservicer and the Master Servicer alone, and the Trustee shall not have any obligations, duties or liabilities with respect to such subservicer including any obligation, duty or liability of the Trustee to pay such subservicer’s 's fees and expenses. Each subservicing agreement shall provide that such agreement may be assumed expenses or terminated without cause or penalty by the Trustee or other Successor Master Servicer any differential in the event amount of the Master Servicer is terminated servicing fee paid hereunder and the amount necessary to induce any successor servicer to act as successor servicer under this Agreement and the transactions provided for in accordance with this Agreement. For purposes of remittances to the Trustee pursuant to this Agreement, the Master Servicer shall be deemed to have received a payment on a Mortgage Loan when a subservicer has received such payment.

Subservicers. The Master Servicer shall perform all of its servicing responsibilities hereunder or may cause a subservicer Subservicer to perform any such servicing responsibilities on its behalf, but the use by the Master Servicer of a subservicer Subservicer shall not release the Master Servicer from any of its obligations hereunder and the Master Servicer shall remain responsible hereunder for all acts and omissions of each subservicer Subservicer as fully as if such acts and omissions were those of the Master Servicer. The Master Servicer shall pay all fees of each subservicer Subservicer from its own funds, and a subservicerSubservicer’s fee shall not exceed the Servicing Fee payable to the Master Servicer hereunder. At the cost and expense of the Master Servicer, without any right of reimbursement from its Protected Account, the Master Servicer shall be entitled to terminate the rights and responsibilities of a subservicer Subservicer and arrange for any servicing responsibilities to be performed by a successor subservicerSubservicer; provided, however, that nothing contained herein shall be deemed to prevent or prohibit the Master Servicer, at the Master Servicer’s option, from electing to service the related Mortgage Loans itself. In the event that the Master Servicer’s responsibilities and duties under this Agreement are terminated pursuant to Section 8.019.05, the Master Servicer shall at its own cost and expense terminate the rights and responsibilities of each subservicer Subservicer effective as of the date of termination of the Master Servicer. The Master Servicer shall pay all fees, expenses or penalties necessary in order to terminate the rights and responsibilities of each subservicer Subservicer from the Master Servicer’s own funds without reimbursement from the Trust Fund. Notwithstanding the foregoing, the Master Servicer shall not be relieved of its obligations hereunder and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage Loans. The Master Servicer shall be entitled to enter into an agreement with a subservicer Subservicer for indemnification of the Master Servicer by the subservicer Subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Any subservicing agreement and any other transactions or services relating to the Mortgage Loans involving a subservicer Subservicer shall be deemed to be between such subservicer Subservicer and the Master Servicer alone, and neither the Master Servicer nor the Trustee shall not have any obligations, duties or liabilities with respect to such subservicer Subservicer including any obligation, duty or liability of either the Master Servicer or the Trustee to pay such subservicerSubservicer’s fees and expenses. Each subservicing agreement shall provide that such agreement may be assumed or terminated without cause or penalty by the Trustee or other Successor Master Servicer in the event the Master Servicer is terminated in accordance with this Agreement. For purposes of remittances to the Trustee Master Servicer pursuant to this Agreement, the Master Servicer shall be deemed to have received a payment on a Mortgage Loan when a subservicer Subservicer has received such payment.