Common use of Subservicers Clause in Contracts

Subservicers. The 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 Servicer of a 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 3.3, 3.14 and 3.18 hereof), to the same extent as if such Sub-Servicer were the related Servicer. The related Servicer shall be responsible for obtaining from each Sub-Servicer and delivering to the Master Servicer any annual statement of compliance, assessment of compliance, attestation report and Sarbanes-Oxley related xxxxxxxxxxxxx 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 separate servicing functions to a Person (each, an "Subcontractor") that does not meet the eligibility requirements for a Subservicer, 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, (ii) which (if any) of such 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 such 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 3.3, 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, the Trustee and any Depositor any assessment of compliance, attestation report and Sarbanes-Oxley related xxxxxxxxxxxxx required to be delivered by such Subcontractor under Section 3.3, 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 its Custodial Account, 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 subservicer; provided, however, that 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 that the Servicer's responsibilities and duties under this Agreement are terminated pursuant to Section 8.01, the 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 the Servicer's termination. The Servicer shall pay all fees, expenses or penalties necessary in order to terminate the rights and responsibilities of each subservicer from the Servicer's own funds without reimbursement from the Trust Fund. Notwithstanding the foregoing, the 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 Servicer shall be entitled to enter into an agreement with a subservicer for indemnification of the 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 Servicer alone, and neither the Master Servicer nor the Trustee shall 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 or any differential in the amount of the 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 this Agreement. For purposes of remittances to the Securities Administrator pursuant to this Agreement, the Servicer shall be deemed to have received a payment on a Mortgage Loan when a subservicer has received such payment.

Subservicers. The 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 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 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 Subservicer to comply with the provisions of this Agreement (including, without limitation, to provide the information required to be delivered under Sections 3.33.13, 3.14 and 3.18 hereof), to the same extent as if such Sub-Servicer 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 Sub-Servicer Subservicer and delivering to the Master Servicer any annual statement of compliance, assessment of compliance, attestation report and SarbanesXxxxxxxx-Oxley Xxxxx related xxxxxxxxxxxxx certification as and when required to be delivered. The Servicer shall pay all fees of each of its subservicers 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 a Person (each, an "Subcontractor") any person that does not meet the eligibility requirements for a SubservicerSubservicer (each such person, a “Subcontractor”), so long as such outsourcing does not constitute the delegation of the Servicer's ’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, (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 such 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 ’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 3.33.13, 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, the Trustee and any Depositor any compliance statement, assessment of compliance, attestation report and SarbanesXxxxxxxx-Oxley Xxxxx related xxxxxxxxxxxxx certification required to be delivered by such Subcontractor under Section 3.33.13, 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 its Custodial Account, the 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 Servicer, at its option, from electing to service the Mortgage Loans itself. In the event that the Servicer's ’s responsibilities and duties under this Agreement are terminated pursuant to Section 8.01, the 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 the Servicer's ’s termination. The 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 Servicer's ’s own funds without reimbursement from the Trust Fund. Notwithstanding the foregoing, the 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 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 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 Servicer alone, and neither the Master Servicer nor the Trustee shall 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 subservicer's Subservicer’s or Subcontractor’s fees and expenses or any differential in the amount of the 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 this Agreement. For purposes of remittances to the Securities Administrator pursuant to this Agreement, the 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 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 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 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 Subservicer to comply with the provisions of this Agreement (including, without limitation, to provide the information required to be delivered under Sections 3.33.13, 3.14 and 3.18 hereof), to the same extent as if such Sub-Servicer 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 Sub-Servicer Subservicer and delivering to the Master Servicer any annual statement of compliance, assessment of compliance, attestation report and SarbanesXxxxxxxx-Oxley Xxxxx related xxxxxxxxxxxxx certification as and when required to be delivered. The Servicer shall pay all fees of each of its subservicers 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 a Person (each, an "Subcontractor") any person that does not meet the eligibility requirements for a SubservicerSubservicer (each such person, a “Subcontractor”), so long as such outsourcing does not constitute the delegation of the Servicer's ’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, (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 such 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 ’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 3.33.13, 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, the Trustee and any Depositor any compliance statement, assessment of compliance, attestation report and SarbanesXxxxxxxx-Oxley Xxxxx related xxxxxxxxxxxxx certification required to be delivered by such Subcontractor under Section 3.33.13, 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 its Custodial Account, the 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 Servicer, at its option, from electing to service the Mortgage Loans itself. In the event that the Servicer's ’s responsibilities and duties under this Agreement are terminated pursuant to Section 8.01, the 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 the Servicer's ’s termination. The 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 Servicer's ’s own funds without reimbursement from the Trust Fund. Notwithstanding the foregoing, the 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 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 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 Servicer alone, and neither the Master Servicer nor the Trustee shall 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 subservicer's Subservicer’s or Subcontractor’s fees and expenses or any differential in the amount of the 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 this Agreement. For purposes of remittances to the Securities Administrator pursuant to this Agreement, the 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 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 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 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 Subservicer to comply with the provisions of this Agreement (including, without limitation, to provide the information required to be delivered under Sections 3.33.13, 3.14 and 3.18 hereof), to the same extent as if such Sub-Servicer 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 Fxxxxxx Mac or Fxxxxx 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 Sub-Servicer Subservicer and delivering to the Master Servicer any annual statement of compliance, assessment of compliance, attestation report and SarbanesSxxxxxxx-Oxley Xxxxx related xxxxxxxxxxxxx certification as and when required to be delivered. The Servicer shall pay all fees of each of its subservicers 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 a Person (each, an "Subcontractor") any person that does not meet the eligibility requirements for a SubservicerSubservicer (each such person, a “Subcontractor”), so long as such outsourcing does not constitute the delegation of the Servicer's ’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, (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 such 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 ’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 3.33.13, 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, the Trustee and any Depositor any compliance statement, assessment of compliance, attestation report and SarbanesSxxxxxxx-Oxley Xxxxx related xxxxxxxxxxxxx certification required to be delivered by such Subcontractor under Section 3.33.13, 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 its Custodial Account, the 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 Servicer, at its option, from electing to service the Mortgage Loans itself. In the event that the Servicer's ’s responsibilities and duties under this Agreement are terminated pursuant to Section 8.01, the 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 the Servicer's ’s termination. The 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 Servicer's ’s own funds without reimbursement from the Trust Fund. Notwithstanding the foregoing, the 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 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 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 Servicer alone, and neither the Master Servicer nor the Trustee shall 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 subservicer's Subservicer’s or Subcontractor’s fees and expenses or any differential in the amount of the 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 this Agreement. For purposes of remittances to the Securities Administrator pursuant to this Agreement, the 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 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 Servicer of a 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 3.33.13, 3.14 and 3.18 hereof), to the same extent as if such Sub-Servicer were the related Servicer. The related Servicer shall be responsible for obtaining from each Sub-Servicer and delivering to the Master Servicer any annual statement of compliance, assessment of compliance, attestation report and Sarbanes-Oxley related xxxxxxxxxxxxx as cerxxxxxxxxxx xx 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 separate servicing functions to a Person (each, an a "Subcontractor") that does not meet the eligibility requirements for a Subservicer, 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, (ii) which (if any) of such 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 such 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 3.33.13, 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, the Trustee and any Depositor any assessment of compliance, attestation report and Sarbanes-Oxley related xxxxxxxxxxxxx required cerxxxxxxxxxx xxxuired to be delivered by such Subcontractor under Section 3.33.13, 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 its Custodial Account, 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 subservicer; provided, however, that 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 that the Servicer's responsibilities and duties under this Agreement are terminated pursuant to Section 8.01, the 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 the Servicer's termination. The Servicer shall pay all fees, expenses or penalties necessary in order to terminate the rights and responsibilities of each subservicer from the Servicer's own funds without reimbursement from the Trust Fund. Notwithstanding the foregoing, the 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 Servicer shall be entitled to enter into an agreement with a subservicer for indemnification of the 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 Servicer alone, and neither the Master Servicer nor the Trustee shall 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 or any differential in the amount of the 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 this Agreement. For purposes of remittances to the Securities Administrator pursuant to this Agreement, the Servicer shall be deemed to have received a payment on a Mortgage Loan when a subservicer has received such payment.

Subservicers. The 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 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 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 Subservicer to comply with the provisions of this Agreement (including, without limitation, to provide the information required to be delivered under Sections 3.33.13, 3.14 and 3.18 hereof), to the same extent as if such Sub-Servicer 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 reasonably 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 Subservicers 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 Servicer shall be responsible for obtaining from each Sub-Servicer Subservicer and delivering to the Master Servicer any annual statement of compliance, assessment of compliance, attestation report and SarbanesXxxxxxxx-Oxley Xxxxx related xxxxxxxxxxxxx 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. The Servicer shall pay all fees of each of its subservicers 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 a any Person (each, an "Subcontractor") that does not meet the eligibility requirements for a SubservicerSubservicer (each such Person, a “Subcontractor”), so long as such outsourcing does not constitute the delegation of the Servicer's ’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 reasonably 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, (ii) which (if any) of such 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 such 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 ’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 3.33.13, 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, the Trustee and any Depositor any annual statement of compliance, assessment of compliance, attestation report and SarbanesXxxxxxxx-Oxley Xxxxx related xxxxxxxxxxxxx certification required to be delivered by such Subcontractor under Section 3.3Sections 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 its Custodial Account, the 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 Servicer, at its option, from electing to service the Mortgage Loans itself. In the event that the Servicer's ’s responsibilities and duties under this Agreement are terminated pursuant to Section 8.01, the 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 the Servicer's ’s termination. The 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 Servicer's ’s own funds without reimbursement from the Trust Fund. Notwithstanding the foregoing, the 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 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 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 Servicer alone, and neither the Master Servicer nor the Trustee shall 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 subservicer's Subservicer’s or Subcontractor’s fees and expenses or any differential in the amount of the 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 this Agreementexpenses. For purposes of remittances to the Securities Administrator pursuant to this Agreement, the 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 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 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 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 Subservicer to comply with the provisions of this Agreement (including, without limitation, to provide the information required to be delivered under Sections 3.33.13, 3.14 and 3.18 hereof), to the same extent as if such Sub-Servicer 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 reasonably 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 Servicer shall be responsible for obtaining from each Sub-Servicer Subservicer and delivering to the Master Servicer any annual statement of compliance, assessment of compliance, attestation report and SarbanesXxxxxxxx-Oxley Xxxxx related xxxxxxxxxxxxx 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. The Servicer shall pay all fees of each of its subservicers 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 a any Person (each, an "Subcontractor") that does not meet the eligibility requirements for a SubservicerSubservicer (each such Person, a “Subcontractor”), so long as such outsourcing does not constitute the delegation of the Servicer's ’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 reasonably 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, (ii) which (if any) of such Subcontractors are "Subcontractor “participating in the servicing function" ” within the meaning of Item 1122 of Regulation AB, AB and (iiiii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each such Subcontractor identified pursuant to clause (iii) 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 such 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 ’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 3.33.13, 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, the Trustee and any Depositor any annual statement of compliance, assessment of compliance, attestation report and SarbanesXxxxxxxx-Oxley Xxxxx related xxxxxxxxxxxxx certification required to be delivered by such Subcontractor under Section 3.3Sections 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 its Custodial Account, the 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 Servicer, at its option, from electing to service the Mortgage Loans itself. In the event that the Servicer's ’s responsibilities and duties under this Agreement are terminated pursuant to Section 8.01, the 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 the Servicer's ’s termination. The 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 Servicer's ’s own funds without reimbursement from the Trust Fund. Notwithstanding the foregoing, the 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 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 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 Servicer alone, and neither the Master Servicer nor the Trustee shall 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 subservicer's Subservicer’s or Subcontractor’s fees and expenses or any differential in the amount of the 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 this Agreementexpenses. For purposes of remittances to the Securities Administrator pursuant to this Agreement, the 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 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 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 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 Subservicer to comply with the provisions of this Agreement (including, without limitation, to provide the information required to be delivered under Sections 3.33.13, 3.14 and 3.18 hereof), to the same extent as if such Sub-Servicer 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 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 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. The related Servicer shall be responsible for obtaining from each Sub-Servicer Subservicer and delivering to the Master Servicer any annual statement of compliance, assessment of compliance, attestation report and SarbanesXxxxxxxx-Oxley Xxxxx related xxxxxxxxxxxxx certification as and when required to be delivered. The Servicer shall pay all fees of each of its subservicers 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 a Person (each, an "Subcontractor") any person that does not meet the eligibility requirements for a SubservicerSubservicer (each such person, a “Subcontractor”), so long as such outsourcing does not constitute the delegation of the Servicer's ’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, (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 such 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 ’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 3.33.13, 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, the Trustee and any Depositor any compliance statement, assessment of compliance, attestation report and SarbanesXxxxxxxx-Oxley Xxxxx related xxxxxxxxxxxxx certification required to be delivered by such Subcontractor under Section 3.33.13, 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 its any Custodial Account, the 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 Servicer, at its option, from electing to service the Mortgage Loans itself. In the event that the Servicer's ’s responsibilities and duties under this Agreement are terminated pursuant to Section 8.01, the 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 the Servicer's ’s termination. The 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 Servicer's ’s own funds without reimbursement from the Trust Fund. Notwithstanding the foregoing, the 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 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 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 Servicer alone, and neither the Master Servicer nor the Trustee shall 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 subservicer's Subservicer’s or Subcontractor’s fees and expenses or any differential in the amount of the 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 this Agreement. For purposes of remittances to the Securities Administrator pursuant to this Agreement, the Servicer shall be deemed to have received a payment on a Mortgage Loan when a subservicer Subservicer or Subcontractor has received such payment.