Common use of Subservicers Clause in Contracts

Subservicers. The Servicer may enter into subservicing agreements with one or more subservicers approved by the Indenture Trustee for the servicing and administration of certain of the Receivables (including holding the related Receivable Files as custodian). The Servicer shall notify each Rating Agency promptly if a subservicer is hired. References herein to actions taken or to be taken by the Servicer in servicing the Receivables include actions taken or to be taken by a subservicer on behalf of the Servicer. Each subservicing agreement will be upon such terms and conditions as are not inconsistent with this Agreement and as the Servicer and the subservicer have agreed. With the approval of the Servicer, a subservicer may delegate its servicing obligations to third-party servicers, but such subservicer will remain obligated under the related subservicing agreement. The Servicer and a subservicer may enter into amendments thereto or different forms of subservicing agreements; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of this Agreement or materially adversely affect the rights of the Securityholders hereunder. The Servicer shall be entitled to terminate any subservicing agreement that may exist in accordance with the terms and conditions of such subservicing agreement and without any limitation by virtue of this Agreement; provided, however, that in the event of termination of any subservicing agreement by the Servicer or the related subservicer, the Servicer shall either act directly as servicer of the related Receivable or enter into a subservicing agreement with a successor subservicer approved by the Indenture Trustee which will be bound by the terms of the related subservicing agreement. Notwithstanding any subservicing agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Servicer or a subservicer or reference to actions taken through such Persons or otherwise, the Servicer shall remain obligated and liable to the Indenture Trustee, the Owner Trustee, the Issuer and the Securityholders for the servicing and administering of 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 to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Receivables. The Servicer shall be entitled to enter into an agreement with a subservicer for indemnification of the Servicer 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 servicing arrangements relating to the Receivables involving a subservicer or an Affiliate of the Servicer in its capacity as such, and not as an originator of Receivables, shall be deemed to be between the subservicer or such Affiliate, as the case may be, and the Servicer alone, and none of the Indenture Trustee, the Owner Trustee, the Issuer, the Noteholders nor the Certificateholders shall be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the subservicer except as set forth in the immediately succeeding paragraph. In the event the Servicer shall for any reason no longer be acting as servicer under this Agreement (including by reason 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 Servicer under each subservicing agreement selected by the Indenture Trustee in its sole discretion. In such event, the Indenture Trustee, its designee or the Successor Servicer for the Indenture Trustee shall be deemed to have assumed all of the Servicer's interest therein and to have replaced the Servicer as 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 Servicer shall not thereby be relieved of any liability or obligations under the subservicing agreement. The Servicer shall, upon request of the Indenture Trustee but at the expense of the 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 Servicer, each subservicer 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 Servicer, each subservicer and any Succxxxxx Xxxxxxxx xxxll implement such physical 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. In those cases where a subservicer is servicing a Receivable pursuant to a subservicing agreement, the Servicer shall cause the subservicer to remit to the Servicer for deposit in the Collection Account, on a daily basis, within two Business Days after receipt by the subservicer, all proceeds of the Receivables and all Available Collections received by the subservicer.

Subservicers. The Servicer shall perform all of its servicing responsibilities hereunder or may enter into subservicing agreements with one or more subservicers approved cause a Subservicer to perform any such servicing responsibilities on its behalf, but the use by the Indenture Trustee Servicer of a Subservicer shall not release the Servicer from any of its obligations hereunder with respect to the Mortgage Loans; provided, however that any Subservicer will be subject to the consent of the Certificate Insurer. 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 administration the Servicer shall cause any Subservicer to comply with the provisions of certain of this Agreement (including, without limitation, to provide the Receivables 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 (including holding i) authorized to transact business in the state or states where the related Receivable Files as custodian)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 notify each Rating Agency promptly if a subservicer is hired. References herein promptly, upon request, provide to actions taken or to be taken by the Servicer in servicing the Receivables include actions taken or to be taken by a subservicer on behalf of the Servicer. Each subservicing agreement will be upon such terms and conditions as are not inconsistent with this Agreement and as the Master Servicer and the subservicer have agreed. With Depositor a written description (in form and substance satisfactory to the approval Master Servicer and the Depositor) of the role and function of each Subservicer utilized by the Servicer, a subservicer may delegate its specifying (i) the identity of each such Subservicer, (ii) which (if any) of such Subservicer is “participating in the servicing obligations 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 third-party servicers, but such subservicer will remain obligated under the related subservicing agreement. The Servicer and a subservicer may enter into amendments thereto or different forms clause (ii) of subservicing agreementsthis subsection; provided, however, that any such amendments the Servicer shall not be required to provide the information in clause (i) or different forms shall be consistent with and not violate the provisions (ii) of this Agreement or materially adversely affect subsection until such time that the rights applicable assessment of the Securityholders hereundercompliance is due in accordance with Section 3.14 of this Agreement. The 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 Servicer shall pay all fees of each of its Subservicers from its own funds. Notwithstanding the foregoing, 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 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 the 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 the Servicer of any such Subcontractor shall not release the Servicer from any of its obligations hereunder and the Servicer shall remain responsible hereunder for all acts and omissions of the Subcontractor as fully as if such acts and omissions were those of the Servicer, and the Servicer shall pay all fees and expenses of the Subcontractor from 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 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 be responsible for obtaining from each Subcontractor and delivering to the Master Servicer 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 Servicer, without any right of reimbursement from the Custodial Account, the Servicer shall, with the consent of the Certificate Insurer be entitled to terminate the rights and responsibilities of a Subservicer or Subcontractor and arrange for any subservicing agreement that may exist in accordance with the terms and conditions of such subservicing agreement and without any limitation servicing responsibilities to be performed by virtue of this Agreementa successor Subservicer or Subcontractor; provided, however, that in nothing contained herein shall be deemed to prevent or prohibit the Servicer, at its option, from electing to service the Mortgage Loans itself. In the event of termination of any subservicing agreement by that the Servicer or the related subservicerServicer’s responsibilities and duties under this Agreement are terminated pursuant to Section 8.01, the Servicer shall either act directly at its own cost and expense terminate the rights and responsibilities of each Subservicer and Subcontractor with respect to the Mortgage Loans effective as servicer of the related Receivable or enter into a subservicing agreement with a successor subservicer approved by the Indenture Trustee which will be bound by the terms date of the related subservicing agreementServicer’s termination. The Servicer shall pay all fees, expenses or penalties necessary in order to terminate the rights and responsibilities of each Subservicer and Subcontractor from the Servicer’s own funds without reimbursement from the Trust Fund. Notwithstanding any subservicing agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Servicer or a subservicer or reference to actions taken through such Persons or otherwiseforegoing, the Servicer shall remain obligated and liable not be relieved of its obligations hereunder with respect to the Indenture Trustee, the Owner Trustee, the Issuer Mortgage Loans and the Securityholders for the servicing and administering of 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 the Servicer it alone were servicing and administering the ReceivablesMortgage Loans. The Servicer shall be entitled to enter into an agreement with a subservicer Subservicer or Subcontractor, as applicable, for indemnification of the Servicer by the Subservicer or Subcontractor, as applicable, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Any subservicing agreement that may be entered into Subservicing Agreement and any other transactions or servicing arrangements services relating to the Receivables Mortgage Loans involving a subservicer Subservicer or an Affiliate of the Servicer in its capacity as such, and not as an originator of Receivables, Subcontractor shall be deemed to be between the subservicer such Subservicer or such Affiliate, as the case may be, Subcontractor and the Servicer alone, and none of neither the Indenture Trustee, the Owner Trustee, the Issuer, the Noteholders Master Servicer nor the Certificateholders shall be deemed parties thereto and Trustee shall have no claims, rights, any obligations, duties or liabilities with respect to such Subservicer or Subcontractor including any obligation, duty or liability of Master Servicer or the subservicer except as set forth Trustee to pay such Subservicer’s or Subcontractor’s fees and expenses or any differential in the immediately succeeding paragraph. In amount of the event servicing fee paid hereunder and the Servicer shall for amount necessary to induce any reason no longer be acting successor servicer to act as successor servicer under this Agreement (including by reason and the transactions provided for in this Agreement. For purposes of a Servicer Termination Event)remittances to the Securities Administrator pursuant to this Agreement, 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 Servicer under each subservicing agreement selected by the Indenture Trustee in its sole discretion. In such event, the Indenture Trustee, its designee or the Successor Servicer for the Indenture Trustee shall be deemed to have assumed all of the Servicer's interest therein and to have replaced received a payment on a Mortgage Loan when a Subservicer or Subcontractor engaged by the Servicer as a party to each has received such subservicing agreement to the same extent as if such subservicing agreement had been assigned to the assuming party except that the Servicer shall not thereby be relieved of any liability or obligations under the subservicing agreement. The Servicer shall, upon request of the Indenture Trustee but at the expense of the 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 Servicer, each subservicer 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 Servicer, each subservicer and any Succxxxxx Xxxxxxxx xxxll implement such physical 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. In those cases where a subservicer is servicing a Receivable pursuant to a subservicing agreement, the Servicer shall cause the subservicer to remit to the Servicer for deposit in the Collection Account, on a daily basis, within two Business Days after receipt by the subservicer, all proceeds of the Receivables and all Available Collections received by the subservicerpayment.

Subservicers. The Servicer may enter into subservicing agreements with one or more subservicers approved by the Indenture Trustee for the servicing and administration of certain of the Receivables (including holding the related Receivable Files as custodian). The Servicer shall notify each Rating Agency promptly if a subservicer is hired. References herein to actions taken or to be taken by the Servicer in servicing the Receivables include actions taken or to be taken by a subservicer on behalf of the Servicer. Each subservicing agreement will be upon such terms and conditions as are not inconsistent with this Agreement and as the Servicer and the subservicer have agreed. With the approval of the Servicer, a subservicer may delegate its servicing obligations to third-party servicers, but such subservicer will remain obligated under the related subservicing agreement. The Servicer and a subservicer may enter into amendments thereto or different forms of subservicing agreements; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of this Agreement or materially adversely affect the rights of the Securityholders hereunder. The Servicer shall be entitled to terminate any subservicing agreement that may exist in accordance with the terms and conditions of such subservicing agreement and without any limitation by virtue of this Agreement; provided, however, that in the event of termination of any subservicing agreement by the Servicer or the related subservicer, the Servicer shall either act directly as servicer of the related Receivable or enter into a subservicing agreement with a successor subservicer approved by the Indenture Trustee which will be bound by the terms of the related subservicing agreement. Notwithstanding any subservicing agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Servicer or a subservicer or reference to actions taken through such Persons or otherwise, the Servicer shall remain obligated and liable to the Indenture Trustee, the Owner Trustee, the Issuer and the Securityholders for the servicing and administering of 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 to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Receivables. The Servicer shall be entitled to enter into an agreement with a subservicer for indemnification of the Servicer 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 servicing arrangements relating to the Receivables involving a subservicer or an Affiliate of the Servicer in its capacity as such, and not as an originator of Receivables, shall be deemed to be between the subservicer or such Affiliate, as the case may be, and the Servicer alone, and none of the Indenture Trustee, the Owner Trustee, the Issuer, the Noteholders nor the Certificateholders shall be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the subservicer except as set forth in the immediately succeeding paragraph. In the event the Servicer shall for any reason no longer be acting as servicer under this Agreement (including by reason of termination of the 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 Servicer under each subservicing agreement selected by the Indenture Trustee in its sole discretion. In such event, the Indenture Trustee, its designee or the such other Successor Servicer for that is appointed pursuant to Section 7.02 and assumes the Indenture Trustee obligations and duties of the Servicer under this Agreement shall be deemed to have assumed all of the Servicer's interest therein and to have replaced the Servicer as 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 Servicer shall not thereby be relieved of any liability or obligations under the subservicing agreement. The Servicer shall, upon request of the Indenture Trustee but at the expense of the 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 Servicer, each subservicer 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 Agreement, including the Gramm-Leach-Bliley Act. The ServicerServixxx, each subservicer xxxx xxxxxxxxcer and any Succxxxxx Xxxxxxxx xxxll Successor Servicer shall implement such physical 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. In those cases where a subservicer is servicing a Receivable pursuant to a subservicing agreement, the Servicer shall cause the subservicer to remit to the Servicer for deposit in the Collection Account, on a daily basis, within two Business Days after receipt by the subservicer, all proceeds of the Receivables and all Available Collections received by the subservicer.

Subservicers. The Servicer may enter into subservicing agreements with one or more subservicers approved by the Indenture Trustee for the servicing and administration of certain of the Receivables (including holding the related Receivable Files as custodian). The Servicer shall notify each Rating Agency promptly if a subservicer is hired. References herein to actions taken or to be taken by the Servicer in servicing the Receivables include actions taken or to be taken by a subservicer on behalf of the Servicer. Each subservicing agreement will be upon such terms and conditions as are not inconsistent with this Agreement and as the Servicer and the subservicer have agreed. With the approval of the Servicer, a subservicer may delegate its servicing obligations to third-party servicers, but such subservicer will remain obligated under the related subservicing agreement. The Servicer and a subservicer may enter into amendments thereto or different forms of subservicing agreements; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of this Agreement or materially adversely affect the rights of the Securityholders hereunder. The Servicer shall be entitled to terminate any subservicing agreement that may exist in accordance with the terms and conditions of such subservicing agreement and without any limitation by virtue of this Agreement; provided, however, that in the event of termination of any subservicing agreement by the Servicer or the related subservicer, the Servicer shall either act directly as servicer of the related Receivable or enter into a subservicing agreement with a successor subservicer approved by the Indenture Trustee which will be bound by the terms of the related subservicing agreement. Notwithstanding any subservicing agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Servicer or a subservicer or reference to actions taken through such Persons or otherwise, the Servicer shall remain obligated and liable to the Indenture Trustee, the Owner Trustee, the Issuer and the Securityholders for the servicing and administering of 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 to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Receivables. The Servicer shall be entitled to enter into an agreement with a subservicer for indemnification of the Servicer 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 servicing arrangements relating to the Receivables involving a subservicer or an Affiliate of the Servicer in its capacity as such, and not as an originator of Receivables, shall be deemed to be between the subservicer or such Affiliate, as the case may be, and the Servicer alone, and none of the Indenture Trustee, the Owner Trustee, the Issuer, the Noteholders nor the Certificateholders shall be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the subservicer except as set forth in the immediately succeeding paragraph. In the event the Servicer shall for any reason no longer be acting as servicer under this Agreement (including by reason of termination of the 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 Servicer under each subservicing agreement selected by the Indenture Trustee in its sole discretion. In such event, the Indenture Trustee, its designee or the such other Successor Servicer for that is appointed pursuant to Section 7.02 and assumes the Indenture Trustee obligations and duties of the Servicer under this Agreement shall be deemed to have assumed all of the Servicer's interest therein and to have replaced the Servicer as 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 Servicer shall not thereby be relieved of any liability or obligations under the subservicing agreement. The Servicer shall, upon request of the Indenture Trustee but at the expense of the 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 Servicer, each subservicer 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 Agreement, including the Gramm-Leach-Bliley Act. The Servicer, each subservicer and any Succxxxxx Succesxxx Xxxxxxxx xxxll xxxxx implement such physical 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. In those cases where a subservicer is servicing a Receivable pursuant to a subservicing agreement, the Servicer shall cause the subservicer to remit to the Servicer for deposit in the Collection Account, on a daily basis, within two Business Days after receipt by the subservicer, all proceeds of the Receivables and all Available Collections received by the subservicer.

Subservicers. (a) The Servicer may may, with the prior written consent of the Note Insurer, which consent shall not be unreasonably withheld, enter into subservicing agreements with one or more subservicers approved by the Indenture Trustee Subservicing Agreements for the any servicing and administration of certain Home Loans with any institution which is in compliance with the laws of the Receivables (including holding the related Receivable Files as custodian)each state necessary to enable it to perform its obligations under such Subservicing Agreement. The Servicer shall notify each Rating Agency promptly if a subservicer is hired. References herein give prior written notice to actions taken or to be taken by the Servicer in servicing Issuer, the Receivables include actions taken or to be taken by a subservicer on behalf Indenture Trustee and the Note Insurer of the Servicer. Each subservicing agreement will be upon such terms and conditions as are not inconsistent with this Agreement and as the Servicer and the subservicer have agreed. With the approval appointment of the Servicer, a subservicer may delegate its servicing obligations to third-party servicers, but such subservicer will remain obligated under the related subservicing agreement. The Servicer and a subservicer may enter into amendments thereto or different forms of subservicing agreements; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of this Agreement or materially adversely affect the rights of the Securityholders hereunderSubservicer. The Servicer shall be entitled to terminate any subservicing agreement that may exist Subservicing Agreement in accordance with the terms and conditions of such subservicing agreement Subservicing Agreement and without any limitation by virtue of this Agreement; provided, however, that in the event of termination of any subservicing agreement by the Servicer or to either directly service the related subservicer, the Servicer shall either act directly as servicer of the related Receivable Home Loans or enter into a subservicing agreement Subservicing Agreement with a successor subservicer approved by the Indenture Trustee which will be bound by the terms of the related subservicing agreement. qualifies hereunder. (b) Notwithstanding any subservicing agreementSubservicing Agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Servicer or and a subservicer Subservicer or reference to actions taken through such Persons a Subservicer or otherwise, the Servicer shall remain obligated and primarily liable to the Indenture TrusteeIssuer, the Owner Trustee, the Issuer Indenture Trustee and the Securityholders Note Insurer for the servicing and administering of the Receivables Home Loans in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such subservicing agreements Subservicing Agreements or arrangements or by virtue of indemnification from a subservicer the Subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the ReceivablesHome Loans. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Home Loans when the Subservicer has actually received such payments and, unless the context otherwise requires, references in this Agreement to actions taken or to be taken by the Servicer in servicing the Home Loans include actions taken or to be taken by a Subservicer on behalf of the Servicer. The Servicer shall be entitled to enter into an any agreement with a subservicer Subservicer for indemnification of the Servicer by such 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 servicing arrangements relating to the Receivables involving a subservicer or an Affiliate of the Servicer in its capacity as such, and not as an originator of Receivables, shall be deemed to be between the subservicer or such Affiliate, as the case may be, and the Servicer alone, and none of the Indenture Trustee, the Owner Trustee, the Issuer, the Noteholders nor the Certificateholders shall be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the subservicer except as set forth in the immediately succeeding paragraph. . (c) In the event the Servicer shall for any reason no longer be acting as servicer under this Agreement the Servicer (including by reason of a Servicer Termination Eventan Event of Default), the Indenture Trustee or its designee maysuccessor Servicer, at on behalf of the sole discretion of Issuer, the Indenture Trustee, and the Note Insurer pursuant to Section 7.02, shall thereupon assume all of the rights and obligations of such the Servicer under each subservicing agreement selected by Subservicing Agreement that the Indenture Trustee Servicer may have entered into, unless the successor Servicer elects to terminate any Subservicing Agreement in accordance with its sole discretionterms. In such event, the Indenture Trustee, its designee or the Successor The successor Servicer for the Indenture Trustee shall be deemed to have assumed all of the Servicer's interest therein and to have replaced the Servicer as a party to each such subservicing agreement Subservicing Agreement to the same extent as if such subservicing agreement the Subservicing Agreements had been assigned to the assuming party party, except that the Servicer shall not thereby be relieved of any liability or obligations under the subservicing agreementSubservicing Agreements to the extent incurred prior to the replacement of the predecessor Servicer. The Servicer at its expense and without right of reimbursement therefor, shall, upon request of the Indenture Trustee but at the expense of the successor Servicer, deliver to the assuming party all documents and records relating to each such subservicing agreement Subservicing Agreement and the Receivables Home Loans then being serviced and an accounting of amounts collected and held by it and otherwise use its best efforts to effect the orderly and efficient transfer of the subservicing agreement Subservicing Agreements to the assuming party. (d) As part of its servicing activities hereunder, the Servicer, for the benefit of the Issuer, the Indenture Trustee and the Note Insurer, shall enforce the obligations of each Subservicer under the related Subservicing Agreement. Such enforcement, including, without limitation, the legal prosecution of claims 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 Home Loans. The ServicerServicer shall pay the costs of such enforcement at its own expense, each subservicer 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 Home Loan or (ii) from a specific recovery of costs, expenses or attorneys' fees against the party against whom such enforcement is directed. (e) Any Subservicing Agreement that may be entered into and any Successor Servicer shall at all times comply with all applicable federal, State and local laws, rules, regulations and ordinances governing other transactions or services relating to the privacy rights Home Loans involving a Subservicer in its capacity as such and not as an originator shall be deemed to be between the Subservicer and the Servicer alone and none of the Obligors in connection with its performance of its duties under this Agreement including Issuer, the Gramm-Leach-Bliley Act. The Servicer, each subservicer and any Succxxxxx Xxxxxxxx xxxll implement such physical and other security measures as Indenture Trustee or the Securityholders shall be necessary to (i) ensure the security and confidentiality of the "nonpublic personal information" of each Obligordeemed parties thereto or shall have any claims, (ii) protect against any threats rights, obligations, duties or hazards liabilities with respect to the security and integrity of Subservicer in its capacity as such nonpublic personal information and (iiiexcept as set forth in Section 5.02(c) protect against any unauthorized access to or use of such nonpublic personal information. In those cases where a subservicer is servicing a Receivable pursuant to a subservicing agreement, the Servicer shall cause the subservicer to remit to the Servicer for deposit in the Collection Account, on a daily basis, within two Business Days after receipt by the subservicer, all proceeds of the Receivables and all Available Collections received by the subservicerabove.

Subservicers. (a) The Backup Servicer, in its capacity as either Backup Servicer may or Successor Servicer, may, at its own expense, enter into subservicing agreements with one or more subservicers approved by (the Indenture Trustee "Subservicers") for the servicing and administration of certain all or any part of the Receivables (including holding the related Receivable Files as custodian). The Servicer shall notify each Rating Agency promptly if a subservicer is hiredReceivables. References herein in this Agreement to actions taken or to be taken by the Backup Servicer in servicing and managing the Receivables include actions taken or to be taken by a subservicer Subservicer on behalf of the Backup Servicer. Each Subservicer shall be authorized to transact business in the state or 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 its obligations hereunder and under the applicable subservicing agreement. Each subservicing agreement will shall be upon such terms and conditions as are not inconsistent with this Agreement and as to which the Backup Servicer and the subservicer Subservicer have agreed. With For purposes of this Agreement, the approval Backup Servicer shall be deemed to have received any payment when the Subservicer receives such payment. The Backup Servicer shall notify the Trustee, the Issuer, and the Rating Agency in writing promptly upon the appointment of any Subservicer. (b) As part of its servicing activities hereunder, the Backup Servicer, for the benefit of the ServicerTrustee and the Noteholders, a subservicer may delegate its servicing shall enforce the obligations to third-party servicers, but such subservicer will remain obligated of each Subservicer under the related subservicing agreement. The Servicer and a subservicer may enter into amendments thereto or different forms Such enforcement, including, without limitation, the legal prosecution of claims, termination of subservicing agreements; providedagreements and pursuit of other appropriate remedies, however, that any such amendments or different forms shall be consistent with and not violate the provisions of this Agreement or materially adversely affect the rights of the Securityholders hereunder. The Servicer shall be entitled to terminate any subservicing agreement that may exist in accordance with the terms and conditions servicing standards set forth herein. The Backup Servicer shall pay the costs of such subservicing agreement enforcement at its own expense and without any limitation by virtue of this Agreement; providedshall be reimbursed therefor only from (i) a general recovery resulting from such enforcement only to the extent, howeverif any, that such recovery exceeds all amounts due in the event of termination of any subservicing agreement by the Servicer or the related subservicer, the Servicer shall either act directly as servicer respect of the related Receivable Receivables, or enter into (ii) a subservicing agreement with a successor subservicer approved by specific recovery of costs, expenses or attorneys' fees against the Indenture Trustee which will be bound by the terms of the related subservicing agreement. 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 or and a subservicer Subservicer, or reference to actions taken through such Persons a Subservicer or otherwise, the Backup Servicer shall remain obligated and liable to the Indenture Trustee, the Owner Trustee, the Issuer Trustee and the Securityholders Noteholders for the servicing servicing, managing, collecting and administering of the Receivables and the other assets included in the Trust Estate in accordance with the provisions of this Agreement Section 2.01 without diminution of such obligation or liability by virtue of such subservicing agreements agreement or arrangements or by virtue of indemnification from a subservicer Subservicer and to the same extent and under the same terms and conditions as if the Backup Servicer alone were servicing servicing, managing, collecting and administering the Receivables. The Servicer shall be entitled to enter into an agreement with a subservicer for indemnification of the Servicer 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 servicing arrangements relating to the Receivables involving a subservicer or an Affiliate of the Servicer in its capacity as such, and not as an originator of Receivables, shall be deemed to be between the subservicer or such Affiliate, as the case may be, and the Servicer alone, and none of the Indenture Trustee, the Owner Trustee, the Issuer, the Noteholders nor the Certificateholders shall be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the subservicer except as set forth other assets included in the immediately succeeding paragraph. In the event the Servicer shall for any reason no longer be acting as servicer under this Agreement (including by reason 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 Servicer under each subservicing agreement selected by the Indenture Trustee in its sole discretion. In such event, the Indenture Trustee, its designee or the Successor Servicer for the Indenture Trustee shall be deemed to have assumed all of the Servicer's interest therein and to have replaced the Servicer as 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 Servicer shall not thereby be relieved of any liability or obligations under the subservicing agreement. The Servicer shall, upon request of the Indenture Trustee but at the expense of the 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 Servicer, each subservicer 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 Servicer, each subservicer and any Succxxxxx Xxxxxxxx xxxll implement such physical 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. In those cases where a subservicer is servicing a Receivable pursuant to a subservicing agreement, the Servicer shall cause the subservicer to remit to the Servicer for deposit in the Collection Account, on a daily basis, within two Business Days after receipt by the subservicer, all proceeds of the Receivables and all Available Collections received by the subservicerTrust Estate.

Subservicers. (a) The Servicer may may[, with the prior written consent of the Note Insurer,] enter into subservicing agreements with one or more subservicers approved by the Indenture Trustee Subservicing Agreements for the any servicing and administration of certain Mortgage Loans with any institution which [is acceptable to the Note 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 Receivables FDIC, (including holding w) a FHLMC or FNMA approved mortgage servicer, (x) is in compliance with the related Receivable Files laws of each state necessary to enable it to perform its obligations under such Subservicing Agreement, (y) has experience servicing mortgage loans that are similar to the Mortgage Loans and (z) has equity of not less than [$5,000,000] (as custodiandetermined in accordance with generally accepted accounting principles). The Servicer shall notify each give prior written notice to the Issuer, the Indenture Trustee, the Securityholders, the Rating Agency promptly if a subservicer is hiredAgencies [and the Note Insurer] of the appointment of any Subservicer. References herein to actions taken or to be taken by For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans when any Subservicer has received such payments. [The Servicer shall not amend any such Subservicing Agreement without the Note Insurer's prior written consent.] Each Subservicer shall be required to service the Mortgage Loans in servicing the Receivables include actions taken or to be taken by a subservicer on behalf of the Servicer. Each subservicing agreement will be upon such terms and conditions as are not inconsistent accordance with this Agreement and as the Servicer and the subservicer have agreed. With the approval of the Servicer, a subservicer may delegate its servicing obligations to third-party servicers, but such subservicer will remain obligated under the related subservicing agreement. The Servicer and a subservicer may enter into amendments thereto or different forms of subservicing agreements; provided, however, that any such amendments or different forms Subservicing Agreement shall be consistent with and not violate the provisions of this Agreement. Each Subservicing Agreement shall provide that the Indenture Trustee (if acting as successor Servicer) or materially adversely affect any other successor Servicer shall have the rights option to terminate such agreement without payment of any fees if the Securityholders hereunderoriginal Servicer is terminated or resigns. The Servicer shall be entitled deliver to terminate any subservicing agreement that may exist in accordance with the terms and conditions of such subservicing agreement and without any limitation by virtue of this Agreement; provided, however, that in the event of termination of any subservicing agreement by the Servicer or the related subservicer, the Servicer shall either act directly as servicer of the related Receivable or enter into a subservicing agreement with a successor subservicer approved by the Indenture Trustee which will copies of all Subservicing Agreements, and any amendments or modifications thereof promptly upon the Servicer's execution and delivery of such instrument. The Servicer shall not be bound by the terms relieved of the related subservicing agreement. Notwithstanding its obligations under this Agreement notwithstanding any subservicing agreement, Subservicing Agreement or any of the provisions of this Agreement relating to agreements or arrangements between the Servicer or and a subservicer or reference to actions taken through such Persons or otherwise, Subservicer and the Servicer shall remain be obligated and liable to the Indenture Trustee, the Owner Trustee, the Issuer and the Securityholders for the servicing and administering of 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 to the same extent and under the same terms and conditions as if the Servicer it alone were servicing and administering the ReceivablesMortgage Loans. The Servicer shall be entitled to enter into an any agreement with a subservicer Subservicer for indemnification of the Servicer by 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 Indenture Trustee, the Issuer [and the Note Insurer], shall enforce the obligations of each Subservicer under the related Subservicing Agreement and of 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 Mortgage Loan 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 Mortgage Loan Purchase Agreement against the Seller shall be effected by the Servicer to the extent it is not the Seller, and otherwise by the Trustee, in accordance with the foregoing provisions of this paragraph. (c) Any subservicing agreement that may be entered into Subservicing Agreement and any other transactions or servicing arrangements services relating to the Receivables Mortgage Loans involving a subservicer or an Affiliate of the Servicer in its capacity as such, and not as an originator of Receivables, Subservicer shall be deemed to be between the subservicer or such Affiliate, as the case may be, Subservicer and the Servicer alone, alone and none of the Indenture Trustee, Trustee and the Owner Trustee, the Issuer, the Noteholders nor the Certificateholders Securityholders shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the subservicer any Subservicer 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, irrespective of whether the immediately succeeding paragraph. Servicer's compensation pursuant to this Agreement is sufficient to pay such fees and expenses. (d) In connection with the event assumption of the responsibilities, duties and liabilities and of the authority, power and rights of the Servicer hereunder by the Indenture 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 for any reason no longer be acting as servicer under this Agreement (including assumed simultaneously by reason of a Servicer Termination Event), the Indenture Trustee or its designee may, at the sole discretion other successor Servicer without act or deed on part of the Indenture Trustee, thereupon assume all of the rights and obligations of such Servicer under each subservicing agreement selected by the Indenture Trustee in its sole discretion. In such event, the Indenture Trustee, its designee or the Successor Servicer for the Indenture Trustee shall be deemed to have assumed all of the Servicer's interest therein and to have replaced the Servicer as 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 (i) the predecessor Servicer shall not thereby be relieved of any liability or obligations under any Subservicing Agreement that arose before it ceased to be the subservicing agreement. The Servicer shall, upon request and (ii) none of the Indenture Trustee, its designee or any successor Servicer shall be deemed to have assumed any liability or obligation of the predecessor Servicer that arose before it ceased to be the Servicer; PROVIDED, HOWEVER, that the Indenture Trustee but (if acting as successor Servicer) or any other successor Servicer may [, with the consent of the Note Insurer, and shall, at the expense direction of the Servicer, deliver to Note Insurer,] terminate 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 Servicer, each subservicer 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 Subservicer as provided in connection with its performance of its duties under this Agreement including the Gramm-Leach-Bliley Act. The Servicer, each subservicer and any Succxxxxx Xxxxxxxx xxxll implement such physical 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. In those cases where a subservicer is servicing a Receivable pursuant to a subservicing agreement, the Servicer shall cause the subservicer to remit to the Servicer for deposit in the Collection Account, on a daily basis, within two Business Days after receipt by the subservicer, all proceeds of the Receivables and all Available Collections received by the subservicerSection 5.

Subservicers. The Servicer the Seller or HFC is a party or by which it or its properties may enter into subservicing agreements with one be bound, which default might result in any material adverse changes in the financial condition, earnings, affairs or more subservicers approved business of any of the Subservicers, the Seller or HFC or which might materially and adversely affect the properties or assets, taken as a whole, of any of the Subservicers, the Seller or of HFC. (vii) This Agreement, the Pooling and Servicing Agreement and the Insurance Agreement have been duly authorized, executed and delivered by the Indenture Trustee for Seller and the servicing Master Servicer and, with respect to this Agreement, by the Subservicers and administration HFC, and, assuming the due authorization, execution and delivery of certain such agreements by the other parties thereto, such agreements constitute the valid and binding obligation of each of the Seller and the Master Servicer and, with respect to this Agreement, of the Subservicers and HFC, enforceable against each of the Seller and the Master Servicer and, with respect to this Agreement, the Subservicers and HFC, in accordance with their respective terms, and the Receivables (including holding the related Receivable Files as custodian). The Servicer shall notify each Rating Agency promptly if a subservicer is hired. References herein to actions taken or to be taken Purchase Agreement has been duly authorized, executed and delivered by the Servicer in servicing Seller and the Subservicers and the Transfer Agreement has been duly authorized, executed and delivered by the Subservicers, and the Receivables include actions taken or to be taken by a subservicer on behalf Purchase Agreement and the Transfer Agreement constitute valid and binding obligations of the Servicer. Each subservicing agreement will Seller and the Subservicers, as applicable, enforceable against the Seller and the Subservicers in accordance with their terms, except that in each case as to enforceability (A) such enforcement may be upon such terms subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally, (B) the remedy of specific performance and conditions injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought and (C) the enforceability as are not inconsistent with to rights to indemnification under this Agreement and as the Servicer Insurance Agreement (to the extent indemnification under such Agreements relates to liability under the 1933 Act) may be subject to limitations of public policy under applicable securities laws. (viii) The issuance and delivery of the Certificates, the consummation of any other of the transactions contemplated herein or in the Pooling and Servicing Agreement, the Receivables Purchase Agreement or the Insurance Agreement, or the fulfillment of the terms of this Agreement, the Pooling and Servicing Agreement or the Insurance Agreement do not and will not conflict with or violate any term or provision of the Certificate or Articles of Incorporation or Bylaws of the Seller or, to the best of such counsel's knowledge, any statute, order or regulation applicable to the Seller of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Seller and do not and will not conflict with, result in a breach or violation or the acceleration of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Seller pursuant to the terms of, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument known to such counsel to which the Seller is a party or by which the Seller may be bound or to which any of the property or assets of the Seller may be subject except for conflicts, violations, breaches, accelerations and defaults which would not, individually or in the aggregate, be materially adverse to the Seller or materially adverse to the transactions contemplated by this Agreement. (ix) The consummation of any of the transactions contemplated herein or in the Pooling and Servicing Agreement, the Receivables Purchase Agreement or the Transfer Agreement, and the subservicer have agreed. With the approval fulfillment of the Servicerterms of the Pooling and Servicing Agreement, the Receivables Purchase Agreement or the Transfer Agreement, do not and will not conflict with or violate any terms or provision of the Certificate or Articles of Incorporation or Bylaws of any of the Subservicers or, to the best of such counsel's knowledge, any statute, order or regulation applicable to any of the Subservicers and do not and will not conflict with, result in a subservicer breach or violation or the acceleration of, or constitute a default under or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of any of the Subservicers pursuant to the terms of, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument known to such counsel to which any of the Subservicers may delegate its servicing obligations be bound or to third-party servicerswhich any of the property or assets of any of the Subservicers may be subject except for conflicts, but such subservicer will remain obligated under violations, breaches, accelerations and defaults which would not, individually or in the related subservicing agreement. aggregate, be materially adverse to the applicable Subservicers or materially adverse to the transactions contemplated by this Agreement. (x) The Servicer consummation of any of the transactions contemplated herein or in the Pooling and a subservicer may enter into amendments thereto Servicing Agreement or different forms the Insurance Agreement, or the fulfillment of subservicing agreements; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions terms of this Agreement or materially adversely affect the rights Pooling and Servicing Agreement or the Insurance Agreement, do not and will not conflict with or violate any term or provision of the Securityholders hereunder. Certificate or Articles of Incorporation or Bylaws of HFC or, to the best of such counsel's knowledge, any statute, order or regulation applicable to HFC, and do not and will not conflict with, result in a breach or violation or the acceleration of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of HFC pursuant to the terms of, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument known to such counsel to which HFC is a party or by which HFC may be bound or to which any of the property or assets of HFC may be subject except for conflicts, violations, breaches, accelerations and defaults which would not, individually or in the aggregate, be materially adverse to HFC or materially adverse to the transactions contemplated by this Agreement. (xi) The Servicer shall be entitled direction by the Seller to terminate any subservicing agreement the Trustee to execute, issue, countersign and deliver the Certificates has been duly authorized by the Seller and, assuming that may exist the Trustee has been duly authorized to do so and when executed and countersigned and delivered by the Trustee against payment of the agreed upon consideration therefor in accordance with the terms Pooling and conditions of such subservicing agreement and without any limitation by virtue of this Servicing Agreement; provided, however, that in the event of termination of any subservicing agreement by the Servicer or the related subservicer, the Servicer shall either act directly as servicer of the related Receivable or enter into a subservicing agreement with a successor subservicer approved by the Indenture Trustee which Certificates will be bound by the terms of the related subservicing agreement. Notwithstanding any subservicing agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Servicer or a subservicer or reference to actions taken through such Persons or otherwise, the Servicer shall remain obligated validly issued and liable to the Indenture Trustee, the Owner Trustee, the Issuer outstanding and the Securityholders for the servicing and administering of 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 to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Receivables. The Servicer shall will be entitled to enter into an agreement with a subservicer for indemnification the benefits of the Servicer Pooling and nothing contained in this Agreement shall be deemed Servicing Agreement. (xii) To the best of such counsel's knowledge, no consent, approval, authorization, order, registration or qualification of or with any court or governmental agency or body of the United States is required for the issuance of the Class A Certificates and the sale of the Underwritten Certificates to limit the Underwriters, or modify such indemnification. Any subservicing agreement that may be entered into the consummation by the Subservicers, the Seller and any HFC of the other transactions or servicing arrangements relating to contemplated by this Agreement, the Pooling and Servicing Agreement, the Receivables involving a subservicer or an Affiliate Purchase Agreement, the Transfer Agreement and the Insurance Agreement, except the registration under the 1933 Act of the Servicer in its capacity as such, and not as an originator of Receivables, shall be deemed to be between the subservicer or such Affiliate, as the case may be, and the Servicer alone, and none of the Indenture Trustee, the Owner Trustee, the Issuer, the Noteholders nor the Certificateholders shall be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the subservicer except as set forth in the immediately succeeding paragraph. In the event the Servicer shall for any reason no longer be acting as servicer under this Agreement (including by reason 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 Servicer under each subservicing agreement selected by the Indenture Trustee in its sole discretion. In such event, the Indenture Trustee, its designee or the Successor Servicer for the Indenture Trustee shall be deemed to have assumed all of the Servicer's interest therein and to have replaced the Servicer as 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 Servicer shall not thereby be relieved of any liability or obligations under the subservicing agreement. The Servicer shall, upon request of the Indenture Trustee but at the expense of the 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 Servicer, each subservicer 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 Servicer, each subservicer and any Succxxxxx Xxxxxxxx xxxll implement such physical 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. In those cases where a subservicer is servicing a Receivable pursuant to a subservicing agreement, the Servicer shall cause the subservicer to remit to the Servicer for deposit in the Collection Account, on a daily basis, within two Business Days after receipt by the subservicer, all proceeds of the Receivables and all Available Collections received by the subservicer.Class A Certificates and

Subservicers. The Each Servicer shall perform all of its servicing responsibilities hereunder or may enter into cause a 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 agreements with one or more subservicers approved by arrangement and the Indenture Trustee 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 administration of certain of the Receivables (including holding the related Receivable Files as custodian). The Servicer shall notify each Rating Agency promptly if a subservicer is hired. References herein cause any Subservicer to actions taken or comply with the provisions of this Agreement (including, without limitation, to provide the information required to be taken by delivered under Sections 3.13, 3.14 and 3.18 hereof), to the Servicer in servicing the Receivables include actions taken or to be taken by a subservicer on behalf of same extent as if such Subservicer were the Servicer. Each subservicing agreement will Subservicer shall be upon such terms (i) authorized to transact business in the state or states where the related Mortgaged Properties it is to service are situated, if and conditions as are not inconsistent with this to the extent required by applicable law to enable the Subservicer to perform its obligations hereunder and under the Subservicing Agreement and as (ii) a Fxxxxxx Mac or Fxxxxx Mae approved mortgage servicer. Each Servicer shall promptly, upon request, provide to the Master Servicer and the subservicer have agreed. With Depositor a written description (in form and substance reasonably satisfactory to the approval Master Servicer and the Depositor) of the role and function of each Subservicer utilized by such Servicer, a subservicer may delegate 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; 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 Sxxxxxxx-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 servicing obligations own funds. Notwithstanding the foregoing, with respect to third-party servicers, but such subservicer will remain obligated under the related subservicing agreementMortgage 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 (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 reasonably 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 “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. In such event, the use by a Servicer of any such Subcontractor shall not release such Servicer from any of its obligations hereunder and such Servicer shall remain responsible hereunder for all acts and omissions of such Subcontractor as fully as if such acts and omissions were those of such Servicer, and such Servicer shall pay all fees and expenses of the Subcontractor from such 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, each Servicer shall cause any such Subcontractor used by it for the benefit of the Master Servicer and 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. Each Servicer shall be responsible for obtaining from each Subcontractor engaged by it and delivering to the Master Servicer, the Trustee and any Depositor any annual statement of compliance, assessment of compliance, attestation report and Sxxxxxxx-Xxxxx related certification required to be delivered by such Subcontractor under Sections 3.13, 3.14 and 3.18, in each case as and when required to be delivered. At the cost and expense of the related Servicer, without any right of reimbursement from its Custodial Account, such Servicer shall be entitled to terminate the rights and responsibilities of a subservicer may enter into amendments thereto Subservicer or different forms of subservicing agreementsSubcontractor and arrange for any servicing responsibilities to be performed by a successor Subservicer or Subcontractor; provided, however, that any such amendments or different forms nothing contained herein shall be consistent with deemed to prevent or prohibit a Servicer, at its option, from electing to service the related Mortgage Loans itself. In the event that a Servicer’s responsibilities and not violate the provisions of duties under this Agreement or materially adversely affect are terminated pursuant to Section 8.01, such Servicer shall at its own cost and expense terminate the rights and responsibilities of each Subservicer and Subcontractor with respect to the related Mortgage Loans effective as of the Securityholders hereunderdate of such Servicer’s termination. The Each Servicer shall pay all fees, expenses or penalties necessary in order to terminate the rights and responsibilities of each Subservicer and Subcontractor from such Servicer’s own funds without reimbursement from the Trust Fund. Notwithstanding the foregoing, no Servicer shall be entitled relieved of its obligations hereunder with respect to terminate any subservicing agreement that may exist in accordance with the terms and conditions of such subservicing agreement and without any limitation by virtue of this Agreement; provided, however, that in the event of termination of any subservicing agreement by the Servicer or the related subservicer, the Servicer Mortgage Loans and shall either act directly as servicer of the related Receivable or enter into a subservicing agreement with a successor subservicer approved by the Indenture Trustee which will be bound by the terms of the related subservicing agreement. Notwithstanding any subservicing agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Servicer or a subservicer or reference to actions taken through such Persons or otherwise, the Servicer shall remain obligated and liable to the Indenture Trustee, the Owner Trustee, the Issuer and the Securityholders for the servicing and administering of 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 to the same extent and under the same terms and conditions as if the Servicer it alone were servicing and administering the Receivablesrelated Mortgage Loans. The Each Servicer shall be entitled to enter into an agreement with a subservicer Subservicer or Subcontractor, as applicable, engaged by it for indemnification of such Servicer by the Servicer Subservicer or Subcontractor, as applicable, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Any subservicing agreement that may be entered into Subservicing Agreement and any other transactions or servicing arrangements services relating to the Receivables Mortgage Loans involving a subservicer Subservicer or an Affiliate of the Servicer in its capacity as such, and not as an originator of Receivables, Subcontractor shall be deemed to be between the subservicer such Subservicer or such Affiliate, as the case may be, Subcontractor and the related Servicer alone, and none of neither the Indenture Trustee, the Owner Trustee, the Issuer, the Noteholders Master Servicer nor the Certificateholders shall be deemed parties thereto and Trustee shall have no claims, rights, any obligations, duties or liabilities with respect to such Subservicer or Subcontractor including any obligation, duty or liability of Master Servicer or the subservicer except as set forth in Trustee to pay such Subservicer’s or Subcontractor’s fees and expenses. For purposes of remittances to the immediately succeeding paragraph. In the event the Servicer shall for any reason no longer be acting as servicer under Securities Administrator pursuant to this Agreement (including by reason of Agreement, 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 Servicer under each subservicing agreement selected by the Indenture Trustee in its sole discretion. In such event, the Indenture Trustee, its designee or the Successor Servicer for the Indenture Trustee shall be deemed to have assumed all of the Servicer's interest therein and to have replaced the Servicer as received 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 Servicer shall not thereby be relieved of any liability or obligations under the subservicing agreement. The Servicer shall, upon request of the Indenture Trustee but at the expense of the 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 Servicer, each subservicer 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 Servicer, each subservicer and any Succxxxxx Xxxxxxxx xxxll implement such physical 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. In those cases where a subservicer is servicing a Receivable pursuant to a subservicing agreement, the Servicer shall cause the subservicer to remit to the Servicer for deposit in the Collection Account, payment on a daily basis, within two Business Days after receipt Mortgage Loan serviced by the subservicer, all proceeds of the Receivables and all Available Collections such Servicer when a Subservicer or Subcontractor has received by the subservicersuch payment.

Subservicers. (a) The Servicer may may, at its own expense and with the prior written consent of the Controlling Party, enter into subservicing agreements with one or more subservicers approved by the Indenture Trustee any entity (each, a "Subservicer") for the servicing and administration of certain of the Receivables (including holding the related Receivable Files as custodian). The Servicer shall notify each Rating Agency promptly if a subservicer is hiredReceivables. References herein in this Agreement to actions taken or to be taken by the Servicer in servicing and managing the Receivables include actions taken or to be taken by a subservicer Subservicer on behalf of the Servicer. Each Subservicer shall be authorized to transact business in the state or 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 its obligations hereunder and under the applicable subservicing agreement. Each subservicing agreement will shall be upon such terms and conditions as are not inconsistent with this Agreement Agreement, (ii) shall specifically reference this Indenture, and as (iii) shall state that the Noteholders, Note Insurer and Trustee are third-party beneficiaries thereto. For purposes of this Agreement, the Servicer and shall be deemed to have received any Net Proceeds when the subservicer have agreedSubservicer receives such Net Proceeds. With The Servicer shall notify the approval Trustee, the Issuer, the (b) As part of its servicing activities hereunder, the Servicer, a subservicer may delegate its servicing for the benefit of the Trustee, the Note Insurer and the Noteholders, shall enforce the obligations to third-party servicers, but such subservicer will remain obligated of each Subservicer under the related subservicing agreement. The Servicer and a subservicer may enter into amendments thereto or different forms Such enforcement, including, without limitation, the legal prosecution of claims, termination of subservicing agreements; providedagreements and pursuit of other appropriate remedies, however, that any such amendments or different forms shall be consistent in accordance with and not violate the provisions of this Agreement or materially adversely affect the rights of the Securityholders hereunderservicing standards set forth herein. The Servicer shall be entitled to terminate any subservicing agreement that may exist in accordance with pay the terms and conditions costs of such subservicing agreement and without any limitation by virtue of this Agreement; provided, however, that in the event of termination of any subservicing agreement by the Servicer or the related subservicer, the Servicer shall either act directly as servicer of the related Receivable or enter into a subservicing agreement with a successor subservicer approved by the Indenture Trustee which will be bound by the terms of the related subservicing agreement. enforcement at its own expense. (c) Notwithstanding any subservicing agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Servicer or and a subservicer Subservicer, or reference to actions taken through such Persons a Subservicer or otherwise, the Servicer shall remain obligated and liable to the Indenture Trustee, the Owner Trustee, the Issuer Note Insurer and the Securityholders Noteholders for the servicing servicing, managing, collecting and administering of the Receivables and the other assets included in the Trust Estate in accordance with the provisions of this Agreement Section 3.01 without diminution of such obligation or liability by virtue of such subservicing agreements agreement or arrangements or by virtue of indemnification from a subservicer Subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing servicing, managing, collecting and administering the Receivables. The Servicer shall be entitled to enter into an agreement with a subservicer for indemnification of the Servicer 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 servicing arrangements relating to the Receivables involving a subservicer or an Affiliate of the Servicer in its capacity as such, and not as an originator of Receivables, shall be deemed to be between the subservicer or such Affiliate, as the case may be, and the Servicer alone, and none of the Indenture Trustee, the Owner Trustee, the Issuer, the Noteholders nor the Certificateholders shall be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the subservicer except as set forth other assets included in the immediately succeeding paragraph. In the event the Servicer shall for any reason no longer be acting as servicer under this Agreement (including by reason 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 Servicer under each subservicing agreement selected by the Indenture Trustee in its sole discretion. In such event, the Indenture Trustee, its designee or the Successor Servicer for the Indenture Trustee shall be deemed to have assumed all of the Servicer's interest therein and to have replaced the Servicer as 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 Servicer shall not thereby be relieved of any liability or obligations under the subservicing agreement. The Servicer shall, upon request of the Indenture Trustee but at the expense of the 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 Servicer, each subservicer 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 Servicer, each subservicer and any Succxxxxx Xxxxxxxx xxxll implement such physical 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. In those cases where a subservicer is servicing a Receivable pursuant to a subservicing agreement, the Servicer shall cause the subservicer to remit to the Servicer for deposit in the Collection Account, on a daily basis, within two Business Days after receipt by the subservicer, all proceeds of the Receivables and all Available Collections received by the subservicerTrust Estate.