Common use of Subservicing Agreements and Successor Subservicer Clause in Contracts

Subservicing Agreements and Successor Subservicer. (a) The Servicer may enter into subservicing agreements for any servicing and administration of the Mortgage Loans with any institution which (i) is an approved Xxxxxx Xxx or Xxxxxxx Mac Seller/Servicer and (ii) which represents and warrants that it is in compliance with the laws of each state as necessary to enable it to perform its obligations under such subservicing agreement. For this purpose, subservicing shall not be deemed to include outsourcing routine tasks to third parties including, but not limited to, taxes, insurance, property inspection, reconveyance, collection or brokering REO Property. The Servicer shall give prior written notice to the Master Servicer and the Trustee of the appointment of any subservicer and shall furnish to the Master Servicer a copy of such subservicing agreement. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans immediately upon receipt by any subservicer of such payments. Any such subservicing agreement shall be consistent with and not violate the provisions of this Agreement. Each subservicing agreement shall provide that a successor servicer shall have the option to terminate such agreement without payment of any fees if the predecessor servicer is terminated or resigns. (b) The Servicer may terminate any subservicing agreement to which it is a party in accordance with the terms and conditions of such subservicing agreement and either itself directly service the related Mortgage Loans or enter into a subservicing agreement with a successor subservicer that qualifies under Section 7.04(a). (c) Notwithstanding any subservicing agreement or the provisions of this Agreement relating to agreements or arrangements between the Servicer and a subservicer or reference to actions taken through a subservicer or otherwise, the Servicer shall remain obligated and primarily liable to the Trustee, the Master Servicer and the Certificateholders for the servicing and administering of the Mortgage Loans in accordance with the provisions hereof without diminution of such obligation or liability by virtue of such subservicing agreements or arrangements or by virtue of indemnification from the subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans. The Servicer shall be entitled to enter into any agreement with a subservicer for indemnification of the Servicer by such subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer may enter into subservicing agreements for any servicing and administration of the Mortgage Loans with any institution which (i) is an approved Xxxxxx Xxx or Xxxxxxx Mac Seller/Servicer and as indicated in writing, (ii) which represents and warrants that it is in compliance with the laws of each state as necessary to enable it to perform its obligations under such subservicing agreementagreement and (iii) which is acceptable to the NIMS Insurer. For this purpose, subservicing shall not be deemed to include outsourcing routine tasks to third parties includingthe use of a tax service, but not limited to, taxes, insurance, property inspection, or services for reconveyance, collection insurance or brokering REO PropertyProperty or the retention of third party contractors to perform certain servicing and loan administration functions, including without limitation, hazard insurance administration, tax payment and administration, flood certification and administration, collection services and similar functions. The Servicer shall give prior written notice to the Master Servicer and the Trustee NIMS Insurer of the appointment of any subservicer and shall furnish to the Master Servicer and the NIMS Insurer a copy of such subservicing agreement. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans immediately upon receipt by any subservicer of such payments. Any such subservicing agreement shall be acceptable to the NIMS Insurer and be consistent with and not violate the provisions of this Agreement. Each subservicing agreement shall provide that a successor servicer Servicer shall have the option to terminate such agreement without payment of any fees if the predecessor servicer Servicer is terminated or resigns. (b) The Servicer Servicer, with the prior written consent of the NIMS Insurer, may terminate any subservicing agreement to which it is a party in accordance with the terms and conditions of such subservicing agreement and either itself directly service the related Mortgage Loans or enter into a subservicing agreement with a successor subservicer that qualifies under Section 7.04(a). (c) Notwithstanding any subservicing agreement or the provisions of this Agreement relating to agreements or arrangements between the Servicer and a subservicer or reference to actions taken through a subservicer or otherwise, the Servicer shall remain obligated and primarily liable to the Trustee, the Master Servicer Servicer, the NIMS Insurer and the Certificateholders for the servicing and administering of the Mortgage Loans in accordance with the provisions hereof without diminution of such obligation or liability by virtue of such subservicing agreements or arrangements or by virtue of indemnification from the subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans. The Servicer shall be entitled to enter into any agreement with a subservicer for indemnification of the Servicer by such subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer may enter into subservicing agreements for any servicing and administration of the Mortgage Loans with any institution which (i) is an approved Xxxxxx Xxx or Xxxxxxx Mac Seller/Servicer and as indicated in writing, (ii) which represents and warrants that it is in compliance with the laws of each state as necessary to enable it to perform its obligations under such subservicing agreementagreement and (iii) which is acceptable to the NIMS Insurer. For this purpose, subservicing shall not be deemed to include outsourcing routine tasks to third parties includingthe use of a tax service, but not limited to, taxes, insurance, property inspection, or services for reconveyance, collection insurance or brokering REO Property. The Servicer shall give prior written notice to the Master Servicer and the Trustee NIMS Insurer of the appointment of any subservicer and shall furnish to the Master Servicer and the NIMS Insurer a copy of such subservicing agreement. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans immediately upon receipt by any subservicer of such payments. Any such subservicing agreement shall be acceptable to the NIMS Insurer and be consistent with and not violate the provisions of this Agreement. Each subservicing agreement shall provide that a successor servicer shall have the option to terminate such agreement without payment of any fees if the predecessor servicer Servicer is terminated or resigns. (b) The Servicer Servicer, with the prior written consent of the NIMS Insurer, may terminate any subservicing agreement to which it is a party in accordance with the terms and conditions of such subservicing agreement and either itself directly service the related Mortgage Loans or enter into a subservicing agreement with a successor subservicer that qualifies under Section 7.04(a). (c) Notwithstanding any subservicing agreement or the provisions of this Agreement relating to agreements or arrangements between the Servicer and a subservicer or reference to actions taken through a subservicer or otherwise, the Servicer shall remain obligated and primarily liable to the TrusteeMaster Servicer, the Master Servicer NIMS Insurer and the Certificateholders for the servicing and administering of the Mortgage Loans in accordance with the provisions hereof without diminution of such obligation or liability by virtue of such subservicing agreements or arrangements or by virtue of indemnification from the subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans. The Servicer shall be entitled to enter into any agreement with a subservicer for indemnification of the Servicer by such subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer may enter into subservicing agreements for any servicing and administration of the Mortgage Loans with any institution which (i) is an approved Xxxxxx Xxx or Xxxxxxx Mac Seller/Servicer and servicer as indicated in writing, (ii) which represents and warrants that it is in compliance with the laws of each state as necessary to enable it to perform its obligations under such subservicing agreementagreement and (iii) which is acceptable to the NIMS Insurer. For this purpose, subservicing shall not be deemed to include outsourcing routine tasks to third parties includingthe use of a tax service, but not limited to, taxes, insurance, property inspection, or services for reconveyance, collection insurance or brokering REO Property. The Servicer shall give prior written notice to the Master Servicer and the Trustee NIMS Insurer of the appointment of any subservicer and shall furnish to the Master Servicer and the NIMS Insurer a copy of such subservicing agreement. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans immediately upon receipt by any subservicer of such payments. Any such subservicing agreement shall be acceptable to the NIMS Insurer and be consistent with and not violate the provisions of this Agreement. Each subservicing agreement shall provide that a successor servicer shall have the option to terminate such agreement without payment of any fees if the predecessor servicer Servicer is terminated or resigns. (b) The Servicer Servicer, with the prior written consent of the NIMS Insurer, may terminate any subservicing agreement to which it is a party in accordance with the terms and conditions of such subservicing agreement and either itself directly service the related Mortgage Loans or enter into a subservicing agreement with a successor subservicer that qualifies under Section 7.04(a). (c) Notwithstanding any subservicing agreement or the provisions of this Agreement relating to agreements or arrangements between the Servicer and a subservicer or reference to actions taken through a subservicer or otherwise, the Servicer shall remain obligated and primarily liable to the TrusteeMaster Servicer, the Master Servicer Securities Administrator, the NIMS Insurer and the Certificateholders for the servicing and administering of the Mortgage Loans in accordance with the provisions hereof without diminution of such obligation or liability by virtue of such subservicing agreements or arrangements or by virtue of indemnification from the subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans. The Servicer shall be entitled to enter into any agreement with a subservicer for indemnification of the Servicer by such subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer may enter into subservicing agreements for any servicing and administration of the Mortgage Loans with any institution which (i) is an approved Xxxxxx Xxx or Xxxxxxx Mac Seller/Servicer and as indicated in writing, (ii) which represents and warrants that it is in compliance with the laws of each state as necessary to enable it to perform its obligations under such subservicing agreementagreement and (iii) which is acceptable to the NIMS Insurer. For this purpose, subservicing shall not be deemed to include outsourcing routine tasks to third parties includingthe use of a tax service, but not limited to, taxes, insurance, property inspection, or services for reconveyance, collection insurance or brokering REO PropertyProperty or the retention of third party contractors to perform certain servicing and loan administration functions, including without limitation, hazard insurance administration, tax payment and administration, flood certification and administration, collection services and similar functions. The Servicer shall give prior written notice to the Master Servicer and the Trustee NIMS Insurer of the appointment of any subservicer and shall furnish to the Master Servicer and the NIMS Insurer a copy of such subservicing agreement. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans immediately upon receipt by any subservicer of such payments. Any such subservicing agreement shall be acceptable to the NIMS Insurer and be consistent with and not violate the provisions of this Agreement. Each subservicing agreement shall provide that a successor servicer Servicer shall have the option to terminate such agreement without payment of any fees if the predecessor servicer Servicer is terminated or resigns. (b) The Servicer Servicer, with the prior written consent of the NIMS Insurer, may terminate any subservicing agreement to which it is a party in accordance with the terms and conditions of such subservicing agreement and either itself directly service the related Mortgage Loans or enter into a subservicing agreement with a successor subservicer that qualifies under Section 7.04(a). (c) Notwithstanding any subservicing agreement or the provisions of this Agreement relating to agreements or arrangements between the Servicer and a subservicer or reference to actions taken through a subservicer or otherwise, the Servicer shall remain obligated and primarily liable to the Trustee, the Master Servicer Servicer, the NIMS Insurer and the Certificateholders for the servicing and administering of the Mortgage Loans in accordance with the provisions hereof without diminution of such obligation or liability by virtue of such subservicing agreements or arrangements or by virtue of indemnification from the subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans. The Servicer shall be entitled to enter into any agreement with a subservicer for indemnification of the Servicer by such subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer may enter into subservicing agreements for any servicing and administration of the Mortgage Loans with any institution which (i) is an approved Xxxxxx Xxx or Xxxxxxx Mac Seller/Servicer and (ii) which represents and warrants that it is in compliance with the laws of each state as necessary to enable it to perform its obligations under such subservicing agreement. For this purpose, subservicing shall not be deemed to include outsourcing routine tasks to third parties includingthe use of a tax service, but not limited to, taxesor services for reconveyance, insurance, property inspection, reconveyance, collection inspection or brokering REO PropertyProperty or the retention of third party contractors to perform certain servicing and loan administration functions, including without limitation, hazard insurance administration, tax payment and administration, flood certification and administration, collection services and similar functions. The Servicer shall give prior written notice to the Master Servicer and the Trustee of the appointment of any subservicer and shall furnish to the Master Servicer a copy of such subservicing agreement. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans immediately upon receipt by any subservicer of such payments. Any such subservicing agreement shall be consistent with and not violate the provisions of this Agreement. Each subservicing agreement shall provide that a successor servicer shall have the option to terminate such agreement without payment of any fees if the predecessor servicer is terminated or resigns. (b) The Servicer may terminate any subservicing agreement to which it is a party in accordance with the terms and conditions of such subservicing agreement and either itself directly service the related Mortgage Loans or enter into a subservicing agreement with a successor subservicer that qualifies under Section 7.04(a). (c) Notwithstanding any subservicing agreement or the provisions of this Agreement relating to agreements or arrangements between the Servicer and a subservicer or reference to actions taken through a subservicer or otherwise, the Servicer shall remain obligated and primarily liable to the Trustee, the Master Servicer and the Certificateholders for the servicing and administering of the Mortgage Loans in accordance with the provisions hereof without diminution of such obligation or liability by virtue of such subservicing agreements or arrangements or by virtue of indemnification from the subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans. The Servicer shall be entitled to enter into any agreement with a subservicer for indemnification of the Servicer by such subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer may enter into subservicing agreements for shall not hire or otherwise utilize the services of any servicing and administration Subservicer to fulfill any of the Mortgage Loans obligations of the Servicer as servicer under this Agreement unless the Servicer complies with any institution which the provisions of paragraph (b) of this Section 7.04 and the proposed Subservicer (i) is an institution which is an approved Xxxxxx Xxx or Xxxxxxx Mac Seller/Servicer as indicated in writing and (ii) which represents and warrants that it is in compliance with the laws of each state as necessary to enable it to perform its obligations under such subservicing agreement. For The Servicer shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Servicer as servicer under this purpose, subservicing Agreement unless the Servicer complies with the provisions of paragraph (c) of this Section 7.04. (b) It shall not be deemed necessary for the Servicer to include outsourcing routine tasks to third parties including, but not limited to, taxes, insurance, property inspection, reconveyance, collection or brokering REO Property. The Servicer shall give prior written notice to seek the consent of the Master Servicer and the Trustee of Depositor to the appointment utilization of any subservicer and shall furnish to the Master Servicer a copy of such subservicing agreementSubservicer. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans immediately upon receipt by any subservicer Subservicer of such payments. Any such subservicing agreement shall be consistent with and not violate the provisions of this Agreement. Each subservicing agreement shall provide that a successor servicer Servicer shall have the option to terminate such agreement without payment of any fees if the predecessor servicer Servicer is terminated or resigns. (b) . The Servicer may terminate shall cause any subservicing agreement Subservicer used by the Servicer (or by any Subservicer) to which it is a party in accordance comply with the terms provisions of this Section 7.04 and conditions with Sections 4.02(c), 5.04, 5.05(a), 5.05(b) (and shall amend, with the consent of the parties hereto, Exhibit H to reflect such subservicing agreement Subservicer’s assessment and either itself directly service attestation of compliance with the related Mortgage Loans or enter into a subservicing agreement with a successor subservicer that qualifies Servicing Criteria), 6.01(l) and 6.03 and Exhibit H of this Agreement to the same extent as if such Subservicer were the Servicer. The Servicer shall be responsible for obtaining from each Subservicer and delivering to the Master Servicer and the Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 7.04(a)5.04, any reports on assessment of compliance and attestation required to be delivered by such Subservicer under Section 5.05 and any certification required to be delivered under 5.05 to the Person that will be responsible for signing the Sarbanes Certification under Section 5.05 as and when required to be delivered hereunder. (c) Notwithstanding any subservicing agreement or the provisions of this Agreement relating to agreements or arrangements between It shall not be necessary for the Servicer and a subservicer or reference to actions taken through a subservicer or otherwise, seek the Servicer shall remain obligated and primarily liable to the Trustee, consent of the Master Servicer and the Certificateholders Depositor to the utilization of any Subcontractor. The Servicer shall promptly upon request provide 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 or any Subservicer, specifying (A) the identity of each such Subcontractor, (B) which (if any) of such Subcontractors are Participating Entities, and (C) which elements of the servicing criteria set forth under Item 1122(d) of Regulation AB will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (B) of this paragraph. As a condition to the utilization of any Subcontractor determined to be a Participating Entity, the Servicer shall cause any such Subcontractor used by the Servicer (or by any Subservicer) for the servicing and administering benefit of the Mortgage Loans in accordance Master Servicer and the Depositor to comply with the provisions hereof without diminution of such obligation or liability by virtue Sections 4.02(c), 5.04, 5.05, 6.01(l) and 6.03 and Exhibit H of such subservicing agreements or arrangements or by virtue of indemnification from the subservicer and this Agreement to the same extent and under the same terms and conditions as if such Subcontractor were the Servicer alone were servicing and administering the Mortgage LoansServicer. The Servicer shall be entitled responsible for obtaining from each Subcontractor and delivering to enter into Master Servicer and the Depositor any agreement with a subservicer for indemnification assessment of the Servicer compliance and attestation required to be delivered by such subservicer Subcontractor under Sections 5.04 and nothing contained 5.05, in this Agreement shall each case as and when required to be deemed to limit or modify such indemnificationdelivered.

Subservicing Agreements and Successor Subservicer. (a) The Servicer may enter into subservicing agreements for any servicing and administration of the Mortgage Loans with any institution which (i) is an approved Xxxxxx Xxx or Xxxxxxx Mac Seller/Servicer and as indicated in writing, (ii) which represents and warrants that it is in compliance with the laws of each state as necessary to enable it to perform its obligations under such subservicing agreementagreement and (iii) which is acceptable to the NIMS Insurer. For this purpose, subservicing shall not be deemed to include outsourcing routine tasks to third parties includingthe use of a tax service, but not limited to, taxes, insurance, property inspection, or services for reconveyance, collection insurance or brokering REO PropertyProperty or the retention of third party contractors to perform certain servicing and loan administration functions, including without limitation, hazard insurance administration, tax payment and administration, flood certification and administration, collection services and similar functions. The Servicer shall give prior written notice to the Master Servicer and the Trustee NIMS Insurer of the appointment of any subservicer and shall furnish to the Master Servicer and the NIMS Insurer a copy of such subservicing agreement. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans immediately upon receipt by any subservicer of such payments. Any such subservicing agreement shall be acceptable to the NIMS Insurer and be consistent with and not violate the provisions of this Agreement. Each subservicing agreement shall provide that a successor servicer Servicer shall have the option to terminate such agreement without payment of any fees if the predecessor servicer Servicer is terminated or resigns. (b) The Servicer Servicer, with the prior written consent of the NIMS Insurer, may terminate any subservicing agreement to which it is a party in accordance with the terms and conditions of such subservicing agreement and either itself directly service the related Mortgage Loans or enter into a subservicing agreement with a successor subservicer that qualifies under Section 7.04(a). (c) Notwithstanding any subservicing agreement or the provisions of this Agreement relating to agreements or arrangements between the Servicer and a subservicer or reference to actions taken through a subservicer or otherwise, the Servicer shall remain obligated and primarily liable to the Trustee, the Securities Administrator, the Master Servicer Servicer, the NIMS Insurer and the Certificateholders for the servicing and administering of the Mortgage Loans in accordance with the provisions hereof without diminution of such obligation or liability by virtue of such subservicing agreements or arrangements or by virtue of indemnification from the subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans. The Servicer shall be entitled to enter into any agreement with a subservicer for indemnification of the Servicer by such subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer may enter into subservicing agreements for any servicing and administration of the Mortgage Loans with any institution which (i) is an approved Xxxxxx Xxx or Xxxxxxx Mac Seller/Servicer and as indicated in writing, (ii) which represents and warrants that it is in compliance with the laws of each state as necessary to enable it to perform its obligations under such subservicing agreementagreement and (iii) which is acceptable to the NIMS Insurer. For this purpose, subservicing shall not be deemed to include outsourcing routine tasks to third parties includingthe use of a tax service, but not limited to, taxes, insurance, property inspection, or services for reconveyance, collection insurance or brokering REO PropertyProperty or the retention of third party contractors to perform certain servicing and loan administration functions, including without limitation, hazard insurance administration, tax payment and administration, flood certification and administration, collection services and similar functions. The Servicer shall give prior written notice to the Master Servicer Servicer, the NIMS Insurer and the Trustee of the appointment of any subservicer and shall furnish to the Master Servicer and the NIMS Insurer a copy of such subservicing agreement. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans immediately upon receipt by any subservicer of such payments. Any such subservicing agreement shall be acceptable to the NIMS Insurer and be consistent with and not violate the provisions of this Agreement. Each subservicing agreement shall provide that a successor servicer Servicer shall have the option to terminate such agreement without payment of any fees if the predecessor servicer Servicer is terminated or resigns. (b) The Servicer Servicer, with the prior written consent of the NIMS Insurer, may terminate any subservicing agreement to which it is a party in accordance with the terms and conditions of such subservicing agreement and either itself directly service the related Mortgage Loans or enter into a subservicing agreement with a successor subservicer that qualifies under Section 7.04(a). (c) Notwithstanding any subservicing agreement or the provisions of this Agreement relating to agreements or arrangements between the Servicer and a subservicer or reference to actions taken through a subservicer or otherwise, the Servicer shall remain obligated and primarily liable to the Trustee, the Master Servicer Servicer, the NIMS Insurer and the Certificateholders for the servicing and administering of the Mortgage Loans in accordance with the provisions hereof without diminution of such obligation or liability by virtue of such subservicing agreements or arrangements or by virtue of indemnification from the subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans. The Servicer shall be entitled to enter into any agreement with a subservicer for indemnification of the Servicer by such subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer may enter into subservicing agreements for any servicing and administration of the Mortgage Loans with any institution which (i) is an approved Xxxxxx Xxx or Xxxxxxx Mac Seller/Servicer and servicer as indicated in writing, (ii) which represents and warrants that it is in compliance with the laws of each state as necessary to enable it to perform its obligations under such subservicing agreementagreement and (iii) which is acceptable to the NIMS Insurer. For this purpose, subservicing shall not be deemed to include outsourcing routine tasks to third parties includingthe use of a tax service, but not limited to, taxes, insurance, property inspection, or services for reconveyance, collection insurance or brokering REO Property. The Servicer shall give prior written notice to the Master Servicer and the Trustee NIMS Insurer of the appointment of any subservicer and shall furnish to the Master Servicer and the NIMS Insurer a copy of such subservicing agreement. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans immediately upon receipt by any subservicer of such payments. Any such subservicing agreement shall be acceptable to the NIMS Insurer and be consistent with and not violate the provisions of this Agreement. Each subservicing agreement shall provide that a successor servicer shall have the option to terminate such agreement without payment of any fees if the predecessor servicer Servicer is terminated or resigns. (b) The Servicer Servicer, with the prior written consent of the NIMS Insurer, may terminate any subservicing agreement to which it is a party in accordance with the terms and conditions of such subservicing agreement and either itself directly service the related Mortgage Loans or enter into a subservicing agreement with a successor subservicer that qualifies under Section 7.04(a). (c) Notwithstanding any subservicing agreement or the provisions of this Agreement relating to agreements or arrangements between the Servicer and a subservicer or reference to actions taken through a subservicer or otherwise, the Servicer shall remain obligated and primarily liable to the TrusteeMaster Servicer, the Master Servicer Securities Administrator the NIMS Insurer and the Certificateholders for the servicing and administering of the Mortgage Loans in accordance with the provisions hereof without diminution of such obligation or liability by virtue of such subservicing agreements or arrangements or by virtue of indemnification from the subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans. The Servicer shall be entitled to enter into any agreement with a subservicer for indemnification of the Servicer by such subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer may enter into subservicing agreements for any servicing and administration of the Mortgage Loans with any institution which (i) is an approved Xxxxxx Xxx or Xxxxxxx Mac Seller/Servicer and servicer as indicated in writing, (ii) which represents and warrants that it is in compliance with the laws of each state as necessary to enable it to perform its obligations under such subservicing agreementagreement and (iii) which is acceptable to the NIMS Insurer. For this purpose, subservicing shall not be deemed to include outsourcing routine tasks to third parties includingthe use of a tax service, but not limited to, taxes, insurance, property inspection, or services for reconveyance, collection insurance or brokering REO Property. The Servicer shall give prior written notice to the Master Servicer and the Trustee NIMS Insurer of the appointment of any subservicer and shall furnish to the Master Servicer and the NIMS Insurer a copy of such subservicing agreement. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans immediately upon receipt by any subservicer of such payments. Any such subservicing agreement shall be acceptable to the NIMS Insurer and be consistent with and not violate the provisions of this Agreement. Each subservicing agreement shall provide that a successor servicer shall have the option to terminate such agreement without payment of any fees if the predecessor servicer Servicer is terminated or resigns. (b) The Servicer Servicer, with the prior written consent of the NIMS Insurer, may terminate any subservicing agreement to which it is a party in accordance with the terms and conditions of such subservicing agreement and either itself directly service the related Mortgage Loans or enter into a subservicing agreement with a successor subservicer that qualifies under Section 7.04(a). (c) Notwithstanding any subservicing agreement or the provisions of this Agreement relating to agreements or arrangements between the Servicer and a subservicer or reference to actions taken through a subservicer or otherwise, the Servicer shall remain obligated and primarily liable to the TrusteeMaster Servicer, the Master Servicer NIMS Insurer and the Certificateholders for the servicing and administering of the Mortgage Loans in accordance with the provisions hereof without diminution of such obligation or liability by virtue of such subservicing agreements or arrangements or by virtue of indemnification from the subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans. The Servicer shall be entitled to enter into any agreement with a subservicer for indemnification of the Servicer by such subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer may enter into subservicing agreements for shall not hire or otherwise utilize the services of any servicing and administration Subservicer to fulfill any of the Mortgage Loans obligations of the Servicer as servicer under this Agreement unless the Servicer complies with any institution which the provisions of paragraph (b) of this Section 7.04 and the proposed Subservicer (i) is an institution which is an approved Xxxxxx Xxx or Xxxxxxx Mac Seller/Servicer and as indicated in writing, (ii) which represents and warrants that it is in compliance with the laws of each state as necessary to enable it to perform its obligations under such subservicing agreementagreement and (iii) is acceptable to the NIMS Insurer. For this purpose, subservicing The Servicer shall not be deemed hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to include outsourcing routine tasks hire or otherwise utilize the services of any Subcontractor, to third parties including, but not limited to, taxes, insurance, property inspection, reconveyance, collection or brokering REO Property. fulfill any of the obligations of the Servicer as servicer under this Agreement unless the Servicer complies with the provisions of paragraph (c) of this Section 7.04. (b) The Servicer shall give prior written notice to the Trustee, the Master Servicer Servicer, the Depositor and the Trustee NIMS Insurer of the appointment of any subservicer Subservicer and shall furnish to the Trustee, Master Servicer Servicer, the Depositor and the NIMS Insurer a copy of such any related subservicing agreement. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans immediately upon receipt by any subservicer Subservicer of such payments. Any such subservicing agreement shall be consistent with and not violate the provisions of this Agreement. Each subservicing agreement shall provide that a successor servicer Servicer shall have the option to terminate such agreement without payment of any fees if the predecessor servicer Servicer is terminated or resigns. (b) . The Servicer may terminate shall cause any subservicing agreement Subservicer used by the Servicer (or by any Subservicer) to which it is a party in accordance comply with the terms provisions of this Section 7.04 and conditions with Sections 4.02(c), 5.04, 5.05(a), 5.05(b), 5.07 (and shall amend, with the consent of the parties hereto, Exhibit H to reflect such subservicing agreement Subservicer’s attestation of compliance with the Servicing Criteria), 6.01(l) and either itself directly service 6.03 of this Agreement to the related Mortgage Loans or enter into a subservicing agreement with a successor subservicer that qualifies same extent as if such Subservicer were the Servicer. The Servicer shall be responsible for obtaining from each Subservicer and delivering to the Trustee, the NIMS Insurer, the Master Servicer and the Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 7.04(a5.05(a), any reports on assessment of compliance and attestation required to be delivered by such Subservicer under Sections 5.04 and 5.07 and any certification required to be delivered under 5.05(b) to the Person that will be responsible for signing the Sarbanes Certification under Section 5.07 as and when required to be delivered hereunder. (c) The Servicer shall give prior written notice to the Master Servicer and the Depositor of the appointment of any Subcontractor and 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 or any Subservicer, specifying (A) the identity of each such Subcontractor, (B) which (if any) of such Subcontractors are Participating Entities, and (C) which elements of the servicing criteria set forth under Item 1122(d) of Regulation AB will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (B) of this paragraph. As a condition to the utilization of any Subcontractor determined to be a Participating Entity, the Servicer shall cause any such Subcontractor used by the Servicer (or by any Subservicer) for the benefit of the Trustee, the NIMS Insurer, the Master Servicer and the Depositor to comply with the provisions of Sections 4.02(c), 5.04, 5.07 (and shall amend, with the consent of the parties hereto, Exhibit H to reflect such Subcontractor’s attestation with the Servicing Criteria), 6.01(l) and 6.03 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 Trustee, the NIMS Insurer, the Master Servicer and the Depositor any assessment of compliance and attestation required to be delivered by such Subcontractor under Sections 5.04 and 5.07, in each case as and when required to be delivered. The Servicer acknowledges that a Subservicer or Subcontractor that performs services with respect to mortgage loans involved in this transaction in addition to the Mortgage Loans may be determined to be a Participating Entity on the basis of the aggregate balance of such mortgage loans (which quantitative determination may be made by the Depositor, the Trustee or the Master Servicer), without regard to whether such Subservicer or Subcontractor would be a Participating Entity with respect to the Mortgage Loans viewed in isolation. The Servicer shall (A) respond as promptly as practicable to any good faith request by the Trustee, the Master Servicer or the Depositor for information regarding each Subservicer and each Subcontractor and (B) cause each Subservicer and each Subcontractor with respect to which the Trustee, the Master Servicer or the Depositor requests delivery of an assessment of compliance and accountants’ attestation to deliver such within the time required under Section 5.07. Notwithstanding any subservicing agreement or the provisions of this Agreement relating to agreements or arrangements between the Servicer and a subservicer Subservicer, Subcontractor or other third party or reference to actions taken through a subservicer Subservicer, a Subcontractor, another third party or otherwise, the Servicer shall remain obligated and primarily liable to the Trust Fund, the Trustee, the Master Servicer Servicer, the NIMS Insurer and the Certificateholders for the servicing and administering of the Mortgage Loans in accordance with the provisions hereof without diminution of such obligation or liability by virtue of such subservicing any subservicing, subcontracting or other agreements or arrangements or by virtue of indemnification from the subservicer a Subservicer, Subcontractor or a third party and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans, including with respect to compliance with Item 1122 of Regulation AB. The Servicer shall be entitled to enter into any agreement with a subservicer Subservicer, Subcontractor or a third party for indemnification of the Servicer by such subservicer Subservicer, Subcontractor or third party and nothing contained in this the Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer may enter into subservicing agreements for shall not hire or otherwise utilize the services of any servicing and administration Subservicer to fulfill any of the Mortgage Loans obligations of the Servicer as servicer under this Agreement unless the Servicer complies with any institution which the provisions of paragraph (b) of this Section 7.04 and the proposed Subservicer (i) is an institution which is an approved Xxxxxx Xxx or Xxxxxxx Mac Seller/Servicer and as indicated in writing, (ii) which represents and warrants that it is in compliance with the laws of each state as necessary to enable it to perform its obligations under such subservicing agreementagreement and (iii) is acceptable to the NIMS Insurer. For this purpose, subservicing The Servicer shall not be deemed hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to include outsourcing routine tasks hire or otherwise utilize the services of any Subcontractor, to third parties including, but not limited to, taxes, insurance, property inspection, reconveyance, collection or brokering REO Property. fulfill any of the obligations of the Servicer as servicer under this Agreement unless the Servicer complies with the provisions of paragraph (c) of this Section 7.04. (b) The Servicer shall give prior written notice to the Trustee, the Master Servicer Servicer, the Depositor and the Trustee NIMS Insurer of the appointment of any subservicer Subservicer and shall furnish to the Trustee, Master Servicer Servicer, the Depositor and the NIMS Insurer a copy of such any related subservicing agreement. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans immediately upon receipt by any subservicer Subservicer of such payments. Any such subservicing agreement shall be acceptable to the NIMS Insurer and be consistent with and not violate the provisions of this Agreement. Each subservicing agreement shall provide that a successor servicer Servicer shall have the option to terminate such agreement without payment of any fees if the predecessor servicer Servicer is terminated or resigns. (b) . The Servicer may terminate shall cause any subservicing agreement Subservicer used by the Servicer (or by any Subservicer) to which it is a party in accordance comply with the terms provisions of this Section 7.04 and conditions with Sections 4.02(c), 5.02, 5.03(a), 5.03(b), 5.04, 6.01(k) and 6.03 and Exhibit H of this Agreement to the same extent as if such subservicing agreement Subservicer were the Servicer. The Servicer shall be responsible for obtaining from each Subservicer and either itself directly service delivering to the related Mortgage Loans or enter into a subservicing agreement with a successor subservicer that qualifies Trustee, the NIMS Insurer, the Master Servicer and the Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 7.04(a5.03(a), any reports on assessment of compliance and attestation required to be delivered by such Subservicer under Sections 5.02 and 5.04 and any certification required to be delivered under 5.03(b) to the Person that will be responsible for signing the Sarbanes Certification under Section 5.04 as and when required to be delivered hereunder. (c) The Servicer shall give prior written notice to the Master Servicer and the Depositor of the appointment of any Subcontractor and a written description (in form and substance satisfactory to the Master Servicer, the Servicer and the Depositor) of the role and function of each Subcontractor utilized by the Servicer or any Subservicer, specifying (A) the identity of each such Subcontractor, (B) which (if any) of such Subcontractors are Participating Entities, and (C) which elements of the servicing criteria set forth under Item 1122(d) of Regulation AB will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (B) of this paragraph. As a condition to the utilization of any Subcontractor determined to be a Participating Entity, the Servicer shall cause any such Subcontractor used by the Servicer (or by any Subservicer) for the benefit of the Trustee, the NIMS Insurer, the Master Servicer and the Depositor to comply with the provisions of Sections 4.02(c), 5.02, 5.04, 6.01(k) and 6.03 and Exhibit H 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 Trustee, the NIMS Insurer, the Master Servicer and the Depositor any assessment of compliance and attestation required to be delivered by such Subcontractor under Sections 5.02 and 5.04, in each case as and when required to be delivered. The Servicer acknowledges that a Subservicer or Subcontractor that performs services with respect to mortgage loans involved in this transaction in addition to the Mortgage Loans may be determined by the Depositor to be a Participating Entity on the basis of the aggregate balance of such mortgage loans, without regard to whether such Subservicer or Subcontractor would be a Participating Entity with respect to the Mortgage Loans viewed in isolation. The Servicer shall (A) respond as promptly as practicable to any good faith request by the Trustee, the Master Servicer or the Depositor for information regarding each Subservicer and each Subcontractor and (B) cause each Subservicer and each Subcontractor with respect to which the Trustee, the Master Servicer or the Depositor requests delivery of an assessment of compliance and accountants’ attestation to deliver such within the time required under Section 5.04. Notwithstanding any subservicing agreement or the provisions of this Agreement relating to agreements or arrangements between the Servicer and a subservicer Subservicer, Subcontractor or other third party or reference to actions taken through a subservicer Subservicer, a Subcontractor, another third party or otherwise, the Servicer shall remain obligated and primarily liable to the Trust Fund, the Trustee, the Master Servicer Servicer, the NIMS Insurer and the Certificateholders for the servicing and administering of the Mortgage Loans in accordance with the provisions hereof without diminution of such obligation or liability by virtue of such subservicing any subservicing, subcontracting or other agreements or arrangements or by virtue of indemnification from the subservicer a Subservicer, Subcontractor or a third party and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans, including with respect to compliance with Item 1122 of Regulation AB. The Servicer shall be entitled to enter into any agreement with a subservicer Subservicer, Subcontractor or a third party for indemnification of the Servicer by such subservicer Subservicer, Subcontractor or third party and nothing contained in this the Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer may enter into subservicing agreements for shall not hire or otherwise utilize the services of any servicing and administration Subservicer to fulfill any of the Mortgage Loans obligations of the Servicer as servicer under this Agreement unless the Servicer complies with any institution which the provisions of paragraph (b) of this Section 7.04 and the proposed Subservicer (i) is an institution which is an approved Xxxxxx Xxx Fxxxxx Mxx or Xxxxxxx Fxxxxxx Mac Seller/Servicer and as indicated in writing, (ii) which represents and warrants that it is in compliance with the laws of each state as necessary to enable it to perform its obligations under such subservicing agreementagreement and (iii) is acceptable to the NIMS Insurer. For this purpose, subservicing The Servicer shall not be deemed hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to include outsourcing routine tasks hire or otherwise utilize the services of any Subcontractor, to third parties including, but not limited to, taxes, insurance, property inspection, reconveyance, collection or brokering REO Property. fulfill any of the obligations of the Servicer as servicer under this Agreement unless the Servicer complies with the provisions of paragraph (c) of this Section 7.04. (b) The Servicer shall give prior written notice to the Trustee, the Master Servicer Servicer, the Depositor and the Trustee NIMS Insurer of the appointment of any subservicer Subservicer and shall furnish to the Trustee, Master Servicer Servicer, the Depositor and the NIMS Insurer a copy of such any related subservicing agreement. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans immediately upon receipt by any subservicer Subservicer of such payments. Any such subservicing agreement shall be consistent with and not violate the provisions of this Agreement. Each subservicing agreement shall provide that a successor servicer Servicer shall have the option to terminate such agreement without payment of any fees if the predecessor servicer Servicer is terminated or resigns. (b) . The Servicer may terminate shall cause any subservicing agreement Subservicer used by the Servicer (or by any Subservicer) to which it is a party in accordance comply with the terms provisions of this Section 7.04 and conditions with Sections 4.02(c), 5.04, 5.05(a), 5.05(b), 5.07 (and shall amend, with the consent of the parties hereto, Exhibit H to reflect such subservicing agreement Subservicer’s attestation of compliance with the Servicing Criteria), 6.01(l) and either itself directly service 6.03 of this Agreement to the related Mortgage Loans or enter into a subservicing agreement with a successor subservicer that qualifies same extent as if such Subservicer were the Servicer. The Servicer shall be responsible for obtaining from each Subservicer and delivering to the Trustee, the NIMS Insurer, the Master Servicer and the Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 7.04(a5.05(a), any reports on assessment of compliance and attestation required to be delivered by such Subservicer under Sections 5.04 and 5.07 and any certification required to be delivered under 5.05(b) to the Person that will be responsible for signing the Sarbanes Certification under Section 5.07 as and when required to be delivered hereunder. (c) The Servicer shall give prior written notice to the Master Servicer and the Depositor of the appointment of any Subcontractor and 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 or any Subservicer, specifying (A) the identity of each such Subcontractor, (B) which (if any) of such Subcontractors are Participating Entities, and (C) which elements of the servicing criteria set forth under Item 1122(d) of Regulation AB will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (B) of this paragraph. As a condition to the utilization of any Subcontractor determined to be a Participating Entity, the Servicer shall cause any such Subcontractor used by the Servicer (or by any Subservicer) for the benefit of the Trustee, the NIMS Insurer, the Master Servicer and the Depositor to comply with the provisions of Sections 4.02(c), 5.04, 5.07 (and shall amend, with the consent of the parties hereto, Exhibit H to reflect such Subcontractor’s attestation with the Servicing Criteria), 6.01(l) and 6.03 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 Trustee, the NIMS Insurer, the Master Servicer and the Depositor any assessment of compliance and attestation required to be delivered by such Subcontractor under Sections 5.04 and 5.07, in each case as and when required to be delivered. The Servicer acknowledges that a Subservicer or Subcontractor that performs services with respect to mortgage loans involved in this transaction in addition to the Mortgage Loans may be determined to be a Participating Entity on the basis of the aggregate balance of such mortgage loans (which quantitative determination may be made by the Depositor, the Trustee or the Master Servicer), without regard to whether such Subservicer or Subcontractor would be a Participating Entity with respect to the Mortgage Loans viewed in isolation. The Servicer shall (A) respond as promptly as practicable to any good faith request by the Trustee, the Master Servicer or the Depositor for information regarding each Subservicer and each Subcontractor and (B) cause each Subservicer and each Subcontractor with respect to which the Trustee, the Master Servicer or the Depositor requests delivery of an assessment of compliance and accountants’ attestation to deliver such within the time required under Section 5.07. Notwithstanding any subservicing agreement or the provisions of this Agreement relating to agreements or arrangements between the Servicer and a subservicer Subservicer, Subcontractor or other third party or reference to actions taken through a subservicer Subservicer, a Subcontractor, another third party or otherwise, the Servicer shall remain obligated and primarily liable to the Trust Fund, the Trustee, the Master Servicer Servicer, the NIMS Insurer and the Certificateholders for the servicing and administering of the Mortgage Loans in accordance with the provisions hereof without diminution of such obligation or liability by virtue of such subservicing any subservicing, subcontracting or other agreements or arrangements or by virtue of indemnification from the subservicer a Subservicer, Subcontractor or a third party and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans, including with respect to compliance with Item 1122 of Regulation AB. The Servicer shall be entitled to enter into any agreement with a subservicer Subservicer, Subcontractor or a third party for indemnification of the Servicer by such subservicer Subservicer, Subcontractor or third party and nothing contained in this the Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer may enter into subservicing agreements for any servicing and administration of the Mortgage Loans with any institution which (i) is an approved Xxxxxx Xxx or Xxxxxxx Mac Seller/Servicer as indicated in writing and (ii) which represents and warrants that it is in compliance with the laws of each state as necessary to enable it to perform its obligations under such subservicing agreement. For this purpose, subservicing shall not be deemed to include outsourcing routine tasks to third parties includingthe use of a tax service, but not limited to, taxes, insurance, property inspection, or services for reconveyance, collection insurance or brokering REO PropertyProperty or the retention of third party contractors to perform certain servicing and loan administration functions, including without limitation, hazard insurance administration, tax payment and administration, flood certification and administration, collection services and similar functions. The Servicer shall give prior written notice to the Master Servicer and the Trustee of the appointment of any subservicer and shall furnish to the Master Servicer a copy of such subservicing agreement. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans immediately upon receipt by any subservicer of such payments. Any such subservicing agreement shall be consistent with and not violate the provisions of this Agreement. Each subservicing agreement shall provide that a successor servicer Servicer shall have the option to terminate such agreement without payment of any fees if the predecessor servicer Servicer is terminated or resigns. (b) The Servicer may terminate any subservicing agreement to which it is a party in accordance with the terms and conditions of such subservicing agreement and either itself directly service the related Mortgage Loans or enter into a subservicing agreement with a successor subservicer that qualifies under Section 7.04(a). (c) Notwithstanding any subservicing agreement or the provisions of this Agreement relating to agreements or arrangements between the Servicer and a subservicer or reference to actions taken through a subservicer or otherwise, the Servicer shall remain obligated and primarily liable to the Trustee, the Master Servicer and the Certificateholders for the servicing and administering of the Mortgage Loans in accordance with the provisions hereof without diminution of such obligation or liability by virtue of such subservicing agreements or arrangements or by virtue of indemnification from the subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans. The Servicer shall be entitled to enter into any agreement with a subservicer for indemnification of the Servicer by such subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer may enter into subservicing agreements for shall not hire or otherwise utilize the services of any servicing and administration Subservicer to fulfill any of the Mortgage Loans obligations of the Servicer as servicer under this Agreement unless the Servicer complies with any institution which the provisions of paragraph (b) of this Section 7.04 and the proposed Subservicer (i) is an institution which is an approved Xxxxxx Xxx or Xxxxxxx Mac Seller/Servicer and as indicated in writing (ii) which represents and warrants that it is in compliance with the laws of each state as necessary to enable it to perform its obligations under such subservicing agreementagreement and (iii) is acceptable to the NIMS Insurer. For this purpose, subservicing The Servicer shall not be deemed hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to include outsourcing routine tasks hire or otherwise utilize the services of any Subcontractor, to third parties including, but not limited to, taxes, insurance, property inspection, reconveyance, collection or brokering REO Property. fulfill any of the obligations of the Servicer as servicer under this Agreement unless the Servicer complies with the provisions of paragraph (c) of this Section 7.04. (b) The Servicer shall give prior written notice to the Trustee, the Master Servicer Servicer, the Securities Administrator, the NIMS Insurer and the Trustee Depositor of the appointment of any subservicer Subservicer and shall furnish to the Trustee, Master Servicer Servicer, the Securities Administrator, the NIMS Insurer and the Depositor a copy of such any related subservicing agreement. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans immediately upon receipt by any subservicer Subservicer of such payments. Any such subservicing agreement shall be acceptable to the NIMS Insurer and be consistent with and not violate the provisions of this Agreement. Each subservicing agreement shall provide that a successor servicer Servicer shall have the option to terminate such agreement without payment of any fees if the predecessor servicer Servicer is terminated or resigns. (b) . The Servicer may terminate shall cause any subservicing agreement Subservicer used by the Servicer (or by any Subservicer) to which it is a party in accordance comply with the terms provisions of this Section 7.04 and conditions with Sections 4.02(c), 5.02, 5.03(a), 5.03(b), 5.04, 6.01(j) and 6.03 and Exhibit H of this Agreement to the same extent as if such subservicing agreement Subservicer were the Servicer. The Servicer shall be responsible for obtaining from each Subservicer and either itself directly service delivering to the related Mortgage Loans or enter into a subservicing agreement with a successor subservicer that qualifies Trustee, the Master Servicer, the Securities Administrator, the NIMS Insurer and the Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 7.04(a5.03(a), any reports on assessment of compliance and attestation required to be delivered by such Subservicer under Sections 5.02 and 5.04 and any certification required to be delivered under 5.03(b) to the Person that will be responsible for signing the Sarbanes Certification under Section 5.04 as and when required to be delivered hereunder. (c) On or prior to March 15th of each year, beginning in 2008, the Servicer shall provide written notice to the Master Servicer and the Depositor of (A) which (if any) Subcontractors are Participating Entities, and (B) which elements of the servicing criteria set forth under Item 1122(d) of Regulation AB will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (A) of this paragraph. As a condition to the utilization of any Subcontractor determined to be a Participating Entity, the Servicer shall cause any such Subcontractor used by the Servicer (or by any Subservicer) for the benefit of the Trustee, the NIMS Insurer, the Securities Administrator, the Master Servicer and the Depositor to comply with the provisions of Sections 4.02(c), 5.02, 5.04, 6.01(j) and 6.03 and Exhibit H 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 Trustee, the NIMS Insurer, the Securities Administrator, the Master Servicer and the Depositor any assessment of compliance and attestation required to be delivered by such Subcontractor under Sections 5.02 and 5.04, in each case as and when required to be delivered. The Servicer acknowledges that a Subservicer or Subcontractor that performs services with respect to mortgage loans involved in this transaction in addition to the Mortgage Loans may be determined by the Depositor to be a Participating Entity on the basis of the aggregate balance of such mortgage loans, without regard to whether such Subservicer or Subcontractor would be a Participating Entity with respect to the Mortgage Loans viewed in isolation. The Servicer shall (A) respond as promptly as practicable to any good faith request by the Trustee, the Master Servicer or the Depositor for information regarding each Subservicer and each Subcontractor and (B) cause each Subservicer and each Subcontractor with respect to which the Trustee, the Master Servicer or the Depositor requests delivery of an assessment of compliance and accountants’ attestation to deliver such within the time required under Section 5.04. Notwithstanding any subservicing agreement or the provisions of this Agreement relating to agreements or arrangements between the Servicer and a subservicer Subservicer, Subcontractor or other third party or reference to actions taken through a subservicer Subservicer, a Subcontractor, another third party or otherwise, the Servicer shall remain obligated and primarily liable to the Trust Fund, the Trustee, the Securities Administrator, the NIMS Insurer, the Master Servicer and the Certificateholders for the servicing and administering of the Mortgage Loans in accordance with the provisions hereof without diminution of such obligation or liability by virtue of such subservicing any subservicing, subcontracting or other agreements or arrangements or by virtue of indemnification from the subservicer a Subservicer, Subcontractor or a third party and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans, including with respect to compliance with Item 1122 of Regulation AB. The Servicer shall be entitled to enter into any agreement with a subservicer Subservicer, Subcontractor or a third party for indemnification of the Servicer by such subservicer Subservicer, Subcontractor or third party and nothing contained in this the Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer may enter into subservicing agreements for any servicing and administration of the Mortgage Loans with any institution which (i) is an approved Xxxxxx Xxx or Xxxxxxx Mac Seller/Servicer and as indicated in writing, (ii) which represents and warrants that it is in compliance with the laws of each state as necessary to enable it to perform its obligations under such subservicing agreementagreement and (iii) which is acceptable to the NIMS Insurer. For this purpose, subservicing shall not be deemed to include outsourcing routine tasks to third parties includingthe use of a tax service, but not limited to, taxes, insurance, property inspection, or services for reconveyance, collection insurance or brokering REO PropertyProperty or the retention of third party contractors to perform certain servicing and loan administration functions, including without limitation, hazard insurance administration, tax payment and administration, flood certification and administration, collection services and similar functions. The Servicer shall give prior written notice to the Master Servicer Servicer, the NIMS Insurer and the Trustee of the appointment of any subservicer and shall furnish to the Master Servicer and the NIMS Insurer a copy of such subservicing agreement. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans immediately upon receipt by any subservicer of such payments. Any such subservicing agreement shall be acceptable to the NIMS Insurer and be consistent with and not violate the provisions of this Agreement. Each subservicing agreement shall provide that a successor servicer Servicer shall have the option to terminate such agreement without payment of any fees if the predecessor servicer Servicer is terminated or resigns. (b) The Servicer Servicer, with the prior written consent of the NIMS Insurer, may terminate any subservicing agreement to which it is a party in accordance with the terms and conditions of such subservicing agreement and either itself directly service the related Mortgage Loans or enter into a subservicing agreement with a successor subservicer that qualifies under Section 7.04(a). (c) Notwithstanding any subservicing agreement or the provisions of this Agreement relating to agreements or arrangements between the Servicer and a subservicer or reference to actions taken through a subservicer or otherwise, the Servicer shall remain obligated and primarily liable to the Trustee, the Master Servicer Servicer, the NIMS Insurer and the Certificateholders for the servicing and administering of the Mortgage Loans in accordance with the provisions hereof without diminution of such obligation or liability by virtue of such subservicing agreements or arrangements or by virtue of indemnification from the subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans. The Servicer shall be entitled to enter into any agreement with a subservicer for indemnification of the Servicer by such subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer may enter into subservicing agreements for shall not hire or otherwise utilize the services of any servicing and administration Subservicer to fulfill any of the Mortgage Loans obligations of the Servicer as servicer under this Agreement unless the Servicer complies with any institution which the provisions of paragraph (b) of this Section 7.04 and the proposed Subservicer (i) is an institution which is an approved Xxxxxx Xxx or Xxxxxxx Mac Seller/Servicer and as indicated in writing, (ii) which represents and warrants that it is in compliance with the laws of each state as necessary to enable it to perform its obligations under such subservicing agreementagreement and (iii) is acceptable to the NIMS Insurer. For this purpose, subservicing The Servicer shall not be deemed hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to include outsourcing routine tasks hire or otherwise utilize the services of any Subcontractor, to third parties including, but not limited to, taxes, insurance, property inspection, reconveyance, collection or brokering REO Property. fulfill any of the obligations of the Servicer as servicer under this Agreement unless the Servicer complies with the provisions of paragraph (c) of this Section 7.04. (b) The Servicer shall give prior written notice to the Trustee, the Master Servicer Servicer, the Depositor and the Trustee NIMS Insurer of the appointment of any subservicer Subservicer and shall furnish to the Trustee, Master Servicer Servicer, the Depositor and the NIMS Insurer a copy of such any related subservicing agreement. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans immediately upon receipt by any subservicer Subservicer of such payments. Any such subservicing agreement shall be acceptable to the NIMS Insurer and be consistent with and not violate the provisions of this Agreement. Each subservicing agreement shall provide that a successor servicer Servicer shall have the option to terminate such agreement without payment of any fees if the predecessor servicer Servicer is terminated or resigns. (b) . The Servicer may terminate shall cause any subservicing agreement Subservicer used by the Servicer (or by any Subservicer) to which it is a party in accordance comply with the terms provisions of this Section 7.04 and conditions with Sections 4.02(c), 5.02, 5.03(a), 5.03(b), 5.04, 6.01(k) and 6.03 and Exhibit H of this Agreement to the same extent as if such subservicing agreement Subservicer were the Servicer. The Servicer shall be responsible for obtaining from each Subservicer and either itself directly service delivering to the related Mortgage Loans or enter into a subservicing agreement with a successor subservicer that qualifies Trustee, the NIMS Insurer, the Master Servicer and the Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 7.04(a5.03(a), any reports on assessment of compliance and attestation required to be delivered by such Subservicer under Sections 5.02 and 5.04 and any certification required to be delivered under 5.03(b) to the Person that will be responsible for signing the Sarbanes Certification under Section 5.04 as and when required to be delivered hereunder. (c) On or prior to March 15th of each year, beginning in 2008, the Servicer shall provide written notice to the Master Servicer and the Depositor of (A) which (if any) Subcontractors are Participating Entities, and (B) which elements of the servicing criteria set forth under Item 1122(d) of Regulation AB will be addressed in assessments of compliance provided by each Subcontractor for which the Servicer does not elect to take responsibility for assessing compliance with the servicing criteria in accordance with Regulation AB Telephone Interpretation 17.06 identified pursuant to clause (A) of this paragraph. As a condition to the utilization of any Subcontractor determined to be a Participating Entity, the Servicer shall cause any such Subcontractor used by the Servicer (or by any Subservicer) for the benefit of the Trustee, the NIMS Insurer, the Master Servicer and the Depositor to comply with the provisions of Sections 4.02(c), 5.02, 5.04, 6.01(k) and 6.03 and Exhibit H of this Agreement to the same extent as if such Subcontractor were the Servicer. The Servicer shall be responsible for obtaining from each Subcontractor for which the Servicer does not elect to take responsibility for assessing compliance with the servicing criteria in accordance with Regulation AB Telephone Interpretation 17.06 and delivering to the Trustee, the NIMS Insurer, the Master Servicer and the Depositor any assessment of compliance and attestation required to be delivered by such Subcontractor under Sections 5.02 and 5.04, in each case as and when required to be delivered. The Servicer acknowledges that a Subcontractor that performs services with respect to mortgage loans involved in this transaction in addition to the Mortgage Loans may be determined by the Depositor to be a Participating Entity on the basis of the aggregate balance of such mortgage loans, without regard to whether such Subcontractor would be a Participating Entity with respect to the Mortgage Loans viewed in isolation. The Servicer shall (A) respond as promptly as practicable to any good faith request by the Trustee, the Master Servicer or the Depositor for information regarding each Subcontractor and (B) cause each Subcontractor with respect to which the Trustee, the Master Servicer or the Depositor requests delivery of an assessment of compliance and accountants’ attestation to deliver such within the time required under Section 5.04. Notwithstanding any subservicing agreement or the provisions of this Agreement relating to agreements or arrangements between the Servicer and a subservicer Subservicer, Subcontractor or other third party or reference to actions taken through a subservicer Subservicer, a Subcontractor, another third party or otherwise, the Servicer shall remain obligated and primarily liable to the Trust Fund, the Trustee, the Master Servicer Servicer, the NIMS Insurer and the Certificateholders for the servicing and administering of the Mortgage Loans in accordance with the provisions hereof without diminution of such obligation or liability by virtue of such subservicing any subservicing, subcontracting or other agreements or arrangements or by virtue of indemnification from the subservicer a Subservicer, Subcontractor or a third party and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans, including with respect to compliance with Item 1122 of Regulation AB. The Servicer shall be entitled to enter into any agreement with a subservicer Subservicer, Subcontractor or a third party for indemnification of the Servicer by such subservicer Subservicer, Subcontractor or third party and nothing contained in this the Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer may enter into subservicing agreements for shall not hire or otherwise utilize the services of any servicing and administration Subservicer to fulfill any of the Mortgage Loans obligations of the Servicer as servicer under this Agreement unless the Servicer complies with any institution which the provisions of paragraph (b) of this Section 7.04 and the proposed Subservicer (i) is an institution which is an approved Xxxxxx Xxx or Xxxxxxx Mac Seller/Servicer and as indicated in writing, (ii) which represents and warrants that it is in compliance with the laws of each state as necessary to enable it to perform its obligations under such subservicing agreementagreement and (iii) is acceptable to the NIMS Insurer. For this purpose, subservicing The Servicer shall not be deemed hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to include outsourcing routine tasks hire or otherwise utilize the services of any Subcontractor, to third parties including, but not limited to, taxes, insurance, property inspection, reconveyance, collection or brokering REO Property. fulfill any of the obligations of the Servicer as servicer under this Agreement unless the Servicer complies with the provisions of paragraph (c) of this Section 7.04. (b) The Servicer shall give prior written notice to the Trustee, the Master Servicer Servicer, the Securities Administrator, the Depositor and the Trustee NIMS Insurer of the appointment of any subservicer and shall furnish to the Master Servicer a copy of such subservicing agreementSubservicer. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans immediately upon receipt by any subservicer Subservicer of such payments. Any such subservicing agreement shall be consistent with and not violate the provisions of this Agreement. Each subservicing agreement shall provide that a successor servicer Servicer shall have the option to terminate such agreement without payment of any fees if the predecessor servicer Servicer is terminated or resigns. (b) . The Servicer may terminate shall cause any subservicing agreement Subservicer used by the Servicer (or by any Subservicer) to which it is a party in accordance comply with the terms provisions of this Section 7.04 and conditions with Sections 4.02(c), 5.04, 5.05(a), 5.05(b), 5.07 (and shall amend, with the consent of the parties hereto, Exhibit I to reflect such subservicing agreement Subservicer’s assessment and either itself directly service attestation of compliance with the related Mortgage Loans or enter into a subservicing agreement with a successor subservicer that qualifies Servicing Criteria), 6.01(k) and 6.03 and Exhibit I of this Agreement to the same extent as if such Subservicer were the Servicer. The Servicer shall be responsible for obtaining from each Subservicer and delivering to the Trustee, the NIMS Insurer, the Master Servicer, the Securities Administrator and the Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 7.04(a5.05(a), any reports on assessment of compliance and attestation required to be delivered by such Subservicer under Sections 5.04 and 5.07 and any certification required to be delivered under 5.05(b) to the Person that will be responsible for signing the Sarbanes Certification under Section 5.07 as and when required to be delivered hereunder. (c) The Servicer shall give notice to the Master Servicer and the Depositor of the appointment of any Subcontractor and 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 or any Subservicer, specifying (A) the identity of each such Subcontractor, (B) which (if any) of such Subcontractors are Participating Entities, and (C) which elements of the servicing criteria set forth under Item 1122(d) of Regulation AB will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (B) of this paragraph. As a condition to the utilization of any Subcontractor determined to be a Participating Entity, the Servicer shall cause any such Subcontractor used by the Servicer (or by any Subservicer) for the benefit of the Trustee, the NIMS Insurer, the Securities Administrator, the Master Servicer and the Depositor to comply with the provisions of Sections 4.02(c), 5.04, 5.07, 6.01(k) and 6.03 and Exhibit I 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 Trustee, the NIMS Insurer, the Securities Administrator, the Master Servicer and the Depositor any assessment of compliance and attestation required to be delivered by such Subcontractor under Sections 5.04 and 5.07, in each case as and when required to be delivered. The Servicer acknowledges that a Subservicer or Subcontractor that performs services with respect to mortgage loans involved in this transaction in addition to the Mortgage Loans may be determined to be a Participating Entity on the basis of the aggregate balance of such mortgage loans (which quantitative determination may be made by the Depositor, the Trustee or the Master Servicer), without regard to whether such Subservicer or Subcontractor would be a Participating Entity with respect to the Mortgage Loans viewed in isolation. The Servicer shall (A) respond as promptly as practicable to any good faith request by the Trustee, the Master Servicer or the Depositor for information regarding each Subservicer and each Subcontractor and (B) cause each Subservicer and each Subcontractor with respect to which the Trustee, the Master Servicer or the Depositor requests delivery of an assessment of compliance and accountants’ attestation to deliver such within the time required under Section 5.07. Notwithstanding any subservicing agreement or the provisions of this Agreement relating to agreements or arrangements between the Servicer and a subservicer Subservicer, Subcontractor or other third party or reference to actions taken through a subservicer Subservicer, a Subcontractor, another third party or otherwise, the Servicer shall remain obligated and primarily liable to the Trust Fund, the Trustee, the Securities Administrator, the Master Servicer Servicer, the NIMS Insurer and the Certificateholders for the servicing and administering of the Mortgage Loans in accordance with the provisions hereof without diminution of such obligation or liability by virtue of such subservicing any subservicing, subcontracting or other agreements or arrangements or by virtue of indemnification from the subservicer a Subservicer, Subcontractor or a third party and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans, including with respect to compliance with Item 1122 of Regulation AB. The Servicer shall be entitled to enter into any agreement with a subservicer Subservicer, Subcontractor or a third party for indemnification of the Servicer by such subservicer Subservicer, Subcontractor or third party and nothing contained in this the Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer may enter into subservicing agreements for shall not hire or otherwise utilize the services of any servicing and administration Subservicer to fulfill any of the Mortgage Loans obligations of the Servicer as servicer under this Agreement unless the Servicer complies with any institution which the provisions of paragraph (b) of this Section 7.04 and the proposed Subservicer (i) is an institution which is an approved Xxxxxx Xxx or Xxxxxxx Mac Seller/Servicer and as indicated in writing, (ii) which represents and warrants that it is in compliance with the laws of each state as necessary to enable it to perform its obligations under such subservicing agreementagreement and (iii) is acceptable to the NIMS Insurer. For this purpose, subservicing The Servicer shall not be deemed hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to include outsourcing routine tasks hire or otherwise utilize the services of any Subcontractor, to third parties including, but not limited to, taxes, insurance, property inspection, reconveyance, collection or brokering REO Property. fulfill any of the obligations of the Servicer as servicer under this Agreement unless the Servicer complies with the provisions of paragraph (c) of this Section 7.04. (b) The Servicer shall give prior written notice to the Trustee, the Master Servicer Servicer, the Securities Administrator, the Depositor and the Trustee NIMS Insurer of the appointment of any subservicer Subservicer and shall furnish to the Trustee, Master Servicer Servicer, the Securities Administrator, the Depositor and the NIMS Insurer a copy of such any related subservicing agreement. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans immediately upon receipt by any subservicer Subservicer of such payments. Any such subservicing agreement shall be acceptable to the NIMS Insurer and be consistent with and not violate the provisions of this Agreement. Each subservicing agreement shall provide that a successor servicer Servicer shall have the option to terminate such agreement without payment of any fees if the predecessor servicer Servicer is terminated or resigns. (b) . The Servicer may terminate shall cause any subservicing agreement Subservicer used by the Servicer (or by any Subservicer) to which it is a party in accordance comply with the terms provisions of this Section 7.04 and conditions with Sections 4.02(c), 5.02, 5.03(a), 5.03(b), 5.04 (and shall amend, with the consent of the parties hereto, Exhibit H to reflect such subservicing agreement Subservicer's assessment and either itself directly service attestation of compliance with the related Mortgage Loans or enter into a subservicing agreement with a successor subservicer that qualifies Servicing Criteria), 6.01(k) and 6.03 and Exhibit H of this Agreement to the same extent as if such Subservicer were the Servicer. The Servicer shall be responsible for obtaining from each Subservicer and delivering to the Trustee, the NIMS Insurer, the Master Servicer, the Securities Administrator and the Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 7.04(a5.03(a), any reports on assessment of compliance and attestation required to be delivered by such Subservicer under Sections 5.02 and 5.04 and any certification required to be delivered under 5.03(b) to the Person that will be responsible for signing the Sarbanes Certification under Section 5.04 as and when required to be delivered hereunder. (c) The Servicer shall give written notice to the Master Servicer, the Securities Administrator and the Depositor of the appointment of any Subcontractor and 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 or any Subservicer, specifying (A) the identity of each such Subcontractor, (B) which (if any) of such Subcontractors are Participating Entities, and (C) which elements of the servicing criteria set forth under Item 1122(d) of Regulation AB will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (B) of this paragraph. 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 the Servicer (or by any Subservicer) for the benefit of the Trustee, the NIMS Insurer, the Securities Administrator, the Master Servicer and the Depositor to comply with the provisions of Sections 4.02(c), 5.02, 5.04, 6.01(k) and 6.03 and Exhibit H 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 Trustee, the NIMS Insurer, the Securities Administrator, the Master Servicer and the Depositor any assessment of compliance and attestation required to be delivered by such Subcontractor under Sections 5.02 and 5.04, in each case as and when required to be delivered. The Servicer acknowledges that a Subservicer or Subcontractor that performs services with respect to mortgage loans involved in this transaction in addition to the Mortgage Loans may be determined by the Depositor to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB on the basis of the aggregate balance of such mortgage loans, without regard to whether such Subservicer or Subcontractor would be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB with respect to the Mortgage Loans viewed in isolation. In connection with complying with the requirements set forth in the previous sentence, the Servicer shall (A) respond as promptly as practicable to any good faith request by the Trustee, the Master Servicer or the Depositor for information regarding each Subservicer and each Subcontractor and (B) cause each Subservicer and each Subcontractor with respect to which the Trustee, the Master Servicer or the Depositor requests delivery of an assessment of compliance and accountants’ attestation to deliver such within the time required under Section 5.04. (d) Notwithstanding any subservicing agreement or the provisions of this Agreement relating to agreements or arrangements between the Servicer and a subservicer Subservicer, Subcontractor or other third party or reference to actions taken through a subservicer Subservicer, a Subcontractor, another third party or otherwise, the Servicer shall remain obligated and primarily liable to the Trust Fund, the Trustee, the Securities Administrator, the Master Servicer Servicer, the NIMS Insurer and the Certificateholders for the servicing and administering of the Mortgage Loans in accordance with the provisions hereof without diminution of such obligation or liability by virtue of such subservicing any subservicing, subcontracting or other agreements or arrangements or by virtue of indemnification from the subservicer a Subservicer, Subcontractor or a third party and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans, including with respect to compliance with Item 1122 of Regulation AB. The Servicer shall be entitled to enter into any agreement with a subservicer Subservicer, Subcontractor or a third party for indemnification of the Servicer by such subservicer Subservicer, Subcontractor or third party and nothing contained in this the Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer may enter into subservicing agreements for shall not hire or otherwise utilize the services of any servicing and administration Subservicer to fulfill any of the Mortgage Loans obligations of the Servicer as servicer under this Agreement unless the Servicer complies with any institution which the provisions of paragraph (b) of this Section 7.04 and the proposed Subservicer (i) is an institution which is an approved Xxxxxx Xxx or Xxxxxxx Mac Seller/Servicer as indicated in writing and (ii) which represents and warrants that it is in compliance with the laws of each state as necessary to enable it to perform its obligations under such subservicing agreement. For this purpose, subservicing The Servicer shall not be deemed hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to include outsourcing routine tasks hire or otherwise utilize the services of any Subcontractor, to third parties including, but not limited to, taxes, insurance, property inspection, reconveyance, collection or brokering REO Property. fulfill any of the obligations of the Servicer as servicer under this Agreement unless the Servicer complies with the provisions of paragraph (c) of this Section 7.04. (b) The Servicer shall give prior written notice to the Trustee, the Master Servicer Servicer, the Securities Administrator and the Trustee Depositor of the appointment of any subservicer Subservicer and shall furnish to the Trustee, Master Servicer Servicer, the Securities Administrator and the Depositor a copy of such any related subservicing agreement. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans immediately upon receipt by any subservicer Subservicer of such payments. Any such subservicing agreement shall be consistent with and not violate the provisions of this Agreement. Each subservicing agreement shall provide that a successor servicer Servicer shall have the option to terminate such agreement without payment of any fees if the predecessor servicer Servicer is terminated or resigns. (b) . The Servicer may terminate shall cause any subservicing agreement Subservicer used by the Servicer (or by any Subservicer) to which it is a party in accordance comply with the terms provisions of this Section 7.04 and conditions with Sections 4.02(c), 5.02, 5.03(a), 5.03(b), 5.04, 6.01(j) and 6.03 and Exhibit H of this Agreement to the same extent as if such subservicing agreement Subservicer were the Servicer. The Servicer shall be responsible for obtaining from each Subservicer and either itself directly service delivering to the related Mortgage Loans or enter into a subservicing agreement with a successor subservicer that qualifies Trustee, the Master Servicer, the Securities Administrator and the Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 7.04(a5.03(a), any reports on assessment of compliance and attestation required to be delivered by such Subservicer under Sections 5.02 and 5.04 and any certification required to be delivered under 5.03(b) to the Person that will be responsible for signing the Sarbanes Certification under Section 5.04 as and when required to be delivered hereunder. (c) The Servicer shall give prior written notice to the Master Servicer and the Depositor of the appointment of any Subcontractor and a written description (in form and substance satisfactory to the Master Servicer, the Servicer and the Depositor) of the role and function of each Subcontractor utilized by the Servicer or any Subservicer, specifying (A) the identity of each such Subcontractor, (B) which (if any) of such Subcontractors are Participating Entities, and (C) which elements of the servicing criteria set forth under Item 1122(d) of Regulation AB will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (B) of this paragraph. As a condition to the utilization of any Subcontractor determined to be a Participating Entity, the Servicer shall cause any such Subcontractor used by the Servicer (or by any Subservicer) for the benefit of the Trustee, the Securities Administrator, the Master Servicer and the Depositor to comply with the provisions of Sections 4.02(c), 5.02, 5.04, 6.01(j) and 6.03 and Exhibit H 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 Trustee, the Securities Administrator, the Master Servicer and the Depositor any assessment of compliance and attestation required to be delivered by such Subcontractor under Sections 5.02 and 5.04, in each case as and when required to be delivered. The Servicer acknowledges that a Subservicer or Subcontractor that performs services with respect to mortgage loans involved in this transaction in addition to the Mortgage Loans may be determined by the Depositor to be a Participating Entity on the basis of the aggregate balance of such mortgage loans, without regard to whether such Subservicer or Subcontractor would be a Participating Entity with respect to the Mortgage Loans viewed in isolation. The Servicer shall (A) respond as promptly as practicable to any good faith request by the Trustee, the Master Servicer or the Depositor for information regarding each Subservicer and each Subcontractor and (B) cause each Subservicer and each Subcontractor with respect to which the Trustee, the Master Servicer or the Depositor requests delivery of an assessment of compliance and accountants’ attestation to deliver such within the time required under Section 5.04. Notwithstanding any subservicing agreement or the provisions of this Agreement relating to agreements or arrangements between the Servicer and a subservicer Subservicer, Subcontractor or other third party or reference to actions taken through a subservicer Subservicer, a Subcontractor, another third party or otherwise, the Servicer shall remain obligated and primarily liable to the Trust Fund, the Trustee, the Securities Administrator, the Master Servicer and the Certificateholders for the servicing and administering of the Mortgage Loans in accordance with the provisions hereof without diminution of such obligation or liability by virtue of such subservicing any subservicing, subcontracting or other agreements or arrangements or by virtue of indemnification from the subservicer a Subservicer, Subcontractor or a third party and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans, including with respect to compliance with Item 1122 of Regulation AB. The Servicer shall be entitled to enter into any agreement with a subservicer Subservicer, Subcontractor or a third party for indemnification of the Servicer by such subservicer Subservicer, Subcontractor or third party and nothing contained in this the Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer may enter into subservicing agreements for shall not hire or otherwise utilize the services of any servicing and administration Subservicer to fulfill any of the Mortgage Loans obligations of the Servicer as servicer under this Agreement unless the Servicer complies with any institution which the provisions of paragraph (b) of this Section 7.04 and the proposed Subservicer (i) is an institution which is an approved Xxxxxx Xxx Fxxxxx Mxx or Xxxxxxx Fxxxxxx Mac Seller/Servicer and as indicated in writing (ii) which represents and warrants that it is in compliance with the laws of each state as necessary to enable it to perform its obligations under such subservicing agreementagreement and (iii) is acceptable to the NIMS Insurer. For this purpose, subservicing The Servicer shall not be deemed hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to include outsourcing routine tasks hire or otherwise utilize the services of any Subcontractor, to third parties including, but not limited to, taxes, insurance, property inspection, reconveyance, collection or brokering REO Property. fulfill any of the obligations of the Servicer as servicer under this Agreement unless the Servicer complies with the provisions of paragraph (c) of this Section 7.04. (b) The Servicer shall give prior written notice to the Trustee, the Master Servicer Servicer, the Securities Administrator, the NIMS Insurer and the Trustee Depositor of the appointment of any subservicer Subservicer and shall furnish to the Trustee, Master Servicer Servicer, the Securities Administrator, the NIMS Insurer and the Depositor a copy of such any related subservicing agreement. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans immediately upon receipt by any subservicer Subservicer of such payments. Any such subservicing agreement shall be acceptable to the NIMS Insurer and be consistent with and not violate the provisions of this Agreement. Each subservicing agreement shall provide that a successor servicer Servicer shall have the option to terminate such agreement without payment of any fees if the predecessor servicer Servicer is terminated or resigns. (b) . The Servicer may terminate shall cause any subservicing agreement Subservicer used by the Servicer (or by any Subservicer) to which it is a party in accordance comply with the terms provisions of this Section 7.04 and conditions with Sections 4.02(c), 5.02, 5.03(a), 5.03(b), 5.04, 6.01(j) and 6.03 and Exhibit H of this Agreement to the same extent as if such subservicing agreement Subservicer were the Servicer. The Servicer shall be responsible for obtaining from each Subservicer and either itself directly service delivering to the related Mortgage Loans or enter into a subservicing agreement with a successor subservicer that qualifies Trustee, the Master Servicer, the Securities Administrator, the NIMS Insurer and the Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 7.04(a5.03(a), any reports on assessment of compliance and attestation required to be delivered by such Subservicer under Sections 5.02 and 5.04 and any certification required to be delivered under 5.03(b) to the Person that will be responsible for signing the Sarbanes Certification under Section 5.04 as and when required to be delivered hereunder. (c) The Servicer shall give prior written notice to the Master Servicer and the Depositor of the appointment of any Subcontractor and a written description (in form and substance satisfactory to the Master Servicer, the Servicer and the Depositor) of the role and function of each Subcontractor utilized by the Servicer or any Subservicer, specifying (A) the identity of each such Subcontractor, (B) which (if any) of such Subcontractors are Participating Entities, and (C) which elements of the servicing criteria set forth under Item 1122(d) of Regulation AB will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (B) of this paragraph. As a condition to the utilization of any Subcontractor determined to be a Participating Entity, the Servicer shall cause any such Subcontractor used by the Servicer (or by any Subservicer) for the benefit of the Trustee, the NIMS Insurer, the Securities Administrator, the Master Servicer and the Depositor to comply with the provisions of Sections 4.02(c), 5.02, 5.04, 6.01(j) and 6.03 and Exhibit H 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 Trustee, the NIMS Insurer, the Securities Administrator, the Master Servicer and the Depositor any assessment of compliance and attestation required to be delivered by such Subcontractor under Sections 5.02 and 5.04, in each case as and when required to be delivered. The Servicer acknowledges that a Subservicer or Subcontractor that performs services with respect to mortgage loans involved in this transaction in addition to the Mortgage Loans may be determined by the Depositor to be a Participating Entity on the basis of the aggregate balance of such mortgage loans, without regard to whether such Subservicer or Subcontractor would be a Participating Entity with respect to the Mortgage Loans viewed in isolation. The Servicer shall (A) respond as promptly as practicable to any good faith request by the Trustee, the Master Servicer or the Depositor for information regarding each Subservicer and each Subcontractor and (B) cause each Subservicer and each Subcontractor with respect to which the Trustee, the Master Servicer or the Depositor requests delivery of an assessment of compliance and accountants’ attestation to deliver such within the time required under Section 5.04. Notwithstanding any subservicing agreement or the provisions of this Agreement relating to agreements or arrangements between the Servicer and a subservicer Subservicer, Subcontractor or other third party or reference to actions taken through a subservicer Subservicer, a Subcontractor, another third party or otherwise, the Servicer shall remain obligated and primarily liable to the Trust Fund, the Trustee, the Securities Administrator, the NIMS Insurer, the Master Servicer and the Certificateholders for the servicing and administering of the Mortgage Loans in accordance with the provisions hereof without diminution of such obligation or liability by virtue of such subservicing any subservicing, subcontracting or other agreements or arrangements or by virtue of indemnification from the subservicer a Subservicer, Subcontractor or a third party and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans, including with respect to compliance with Item 1122 of Regulation AB. The Servicer shall be entitled to enter into any agreement with a subservicer Subservicer, Subcontractor or a third party for indemnification of the Servicer by such subservicer Subservicer, Subcontractor or third party and nothing contained in this the Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer may enter into subservicing agreements for any servicing and administration of the Mortgage Loans with any institution which (i) is an approved Xxxxxx Xxx or Xxxxxxx Mac Seller/Servicer and as indicated in writing, (ii) which represents and warrants that it is in compliance with the laws of each state as necessary to enable it to perform its obligations under such subservicing agreementagreement and (iii) which is acceptable to the NIMS Insurer. For this purpose, subservicing shall not be deemed to include outsourcing routine tasks to third parties includingthe use of a tax service, but not limited to, taxes, insurance, property inspection, or services for reconveyance, collection insurance or brokering REO Property. The Servicer shall give prior written notice to the Master Servicer Servicer, the NIMS Insurer and the Trustee of the appointment of any subservicer and shall furnish to the Master Servicer and the NIMS Insurer a copy of such subservicing agreement. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans immediately upon receipt by any subservicer of such payments. Any such subservicing agreement shall be acceptable to the NIMS Insurer and be consistent with and not violate the provisions of this Agreement. Each subservicing agreement shall provide that a successor servicer shall have the option to terminate such agreement without payment of any fees if the predecessor servicer Servicer is terminated or resigns. (b) The Servicer Servicer, with the prior written consent of the NIMS Insurer, may terminate any subservicing agreement to which it is a party in accordance with the terms and conditions of such subservicing agreement and either itself directly service the related Mortgage Loans or enter into a subservicing agreement with a successor subservicer that qualifies under Section 7.04(a). (c) Notwithstanding any subservicing agreement or the provisions of this Agreement relating to agreements or arrangements between the Servicer and a subservicer or reference to actions taken through a subservicer or otherwise, the Servicer shall remain obligated and primarily liable to the Trustee, the Master Servicer Servicer, the NIMS Insurer and the Certificateholders for the servicing and administering of the Mortgage Loans in accordance with the provisions hereof without diminution of such obligation or liability by virtue of such subservicing agreements or arrangements or by virtue of indemnification from the subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans. The Servicer shall be entitled to enter into any agreement with a subservicer for indemnification of the Servicer by such subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer may enter into subservicing agreements for shall not hire or otherwise utilize the services of any servicing and administration Subservicer to fulfill any of the Mortgage Loans obligations of the Servicer as servicer under this Agreement unless the Servicer complies with any institution which the provisions of paragraph (b) of this Section 7.04 and the proposed Subservicer (i) is an institution which is an approved Xxxxxx Xxx Fxxxxx Mxx or Xxxxxxx Fxxxxxx Mac Seller/Servicer and as indicated in writing, (ii) which represents and warrants that it is in compliance with the laws of each state as necessary to enable it to perform its obligations under such subservicing agreementagreement and (iii) is acceptable to the NIMS Insurer. For this purpose, subservicing The Servicer shall not be deemed hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to include outsourcing routine tasks hire or otherwise utilize the services of any Subcontractor, to third parties including, but not limited to, taxes, insurance, property inspection, reconveyance, collection or brokering REO Property. fulfill any of the obligations of the Servicer as servicer under this Agreement unless the Servicer complies with the provisions of paragraph (c) of this Section 7.04. (b) The Servicer shall give prior written notice to the Trustee, the Master Servicer Servicer, the Depositor and the Trustee NIMS Insurer of the appointment of any subservicer Subservicer and shall furnish to the Trustee, Master Servicer Servicer, the Depositor and the NIMS Insurer a copy of such any related subservicing agreement. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans immediately upon receipt by any subservicer Subservicer of such payments. Any such subservicing agreement shall be consistent with and not violate the provisions of this Agreement. Each subservicing agreement shall provide that a successor servicer Servicer shall have the option to terminate such agreement without payment of any fees if the predecessor servicer Servicer is terminated or resigns. (b) . The Servicer may terminate shall cause any subservicing agreement Subservicer used by the Servicer (or by any Subservicer) to which it is a party in accordance comply with the terms provisions of this Section 7.04 and conditions with Sections 4.02(c), 5.04, 5.05(a), 5.05(b), 5.07 (and shall amend, with the consent of the parties hereto, Exhibit I to reflect such subservicing agreement Subservicer’s attestation of compliance with the Servicing Criteria), 6.01(l) and either itself directly service 6.03 of this Agreement to the related Mortgage Loans or enter into a subservicing agreement with a successor subservicer that qualifies same extent as if such Subservicer were the Servicer. The Servicer shall be responsible for obtaining from each Subservicer and delivering to the Trustee, the NIMS Insurer, the Master Servicer and the Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 7.04(a5.05(a), any reports on assessment of compliance and attestation required to be delivered by such Subservicer under Sections 5.04 and 5.07 and any certification required to be delivered under 5.05(b) to the Person that will be responsible for signing the Sarbanes Certification under Section 5.07 as and when required to be delivered hereunder. (c) The Servicer shall give prior written notice to the Master Servicer and the Depositor of the appointment of any Subcontractor and 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 or any Subservicer, specifying (A) the identity of each such Subcontractor, (B) which (if any) of such Subcontractors are Participating Entities, and (C) which elements of the servicing criteria set forth under Item 1122(d) of Regulation AB will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (B) of this paragraph. As a condition to the utilization of any Subcontractor determined to be a Participating Entity, the Servicer shall cause any such Subcontractor used by the Servicer (or by any Subservicer) for the benefit of the Trustee, the NIMS Insurer, the Master Servicer and the Depositor to comply with the provisions of Sections 4.02(c), 5.04, 5.07 (and shall amend, with the consent of the parties hereto, Exhibit I to reflect such Subcontractor’s attestation with the Servicing Criteria), 6.01(l) and 6.03 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 Trustee, the NIMS Insurer, the Master Servicer and the Depositor any assessment of compliance and attestation required to be delivered by such Subcontractor under Sections 5.04 and 5.07, in each case as and when required to be delivered. The Servicer acknowledges that a Subservicer or Subcontractor that performs services with respect to mortgage loans involved in this transaction in addition to the Mortgage Loans may be determined to be a Participating Entity on the basis of the aggregate balance of such mortgage loans (which quantitative determination may be made by the Depositor, the Trustee or the Master Servicer), without regard to whether such Subservicer or Subcontractor would be a Participating Entity with respect to the Mortgage Loans viewed in isolation. The Servicer shall (A) respond as promptly as practicable to any good faith request by the Trustee, the Master Servicer or the Depositor for information regarding each Subservicer and each Subcontractor and (B) cause each Subservicer and each Subcontractor with respect to which the Trustee, the Master Servicer or the Depositor requests delivery of an assessment of compliance and accountants’ attestation to deliver such within the time required under Section 5.07. Notwithstanding any subservicing agreement or the provisions of this Agreement relating to agreements or arrangements between the Servicer and a subservicer Subservicer, Subcontractor or other third party or reference to actions taken through a subservicer Subservicer, a Subcontractor, another third party or otherwise, the Servicer shall remain obligated and primarily liable to the Trust Fund, the Trustee, the Master Servicer Servicer, the NIMS Insurer and the Certificateholders for the servicing and administering of the Mortgage Loans in accordance with the provisions hereof without diminution of such obligation or liability by virtue of such subservicing any subservicing, subcontracting or other agreements or arrangements or by virtue of indemnification from the subservicer a Subservicer, Subcontractor or a third party and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans, including with respect to compliance with Item 1122 of Regulation AB. The Servicer shall be entitled to enter into any agreement with a subservicer Subservicer, Subcontractor or a third party for indemnification of the Servicer by such subservicer Subservicer, Subcontractor or third party and nothing contained in this the Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer may enter into subservicing agreements for any servicing and administration of the Mortgage Loans with any institution which (i) is an approved Xxxxxx Xxx or Xxxxxxx Mac Seller/Servicer and (ii) which represents and warrants that it is in compliance with the laws of each state as necessary to enable it to perform its obligations under such subservicing agreement. For this purpose, subservicing shall not be deemed to include outsourcing routine tasks to third parties includingthe use of a tax service, but not limited to, taxesor services for reconveyance, insurance, property inspection, reconveyance, collection inspection or brokering REO PropertyProperty or the retention of third party contractors to perform certain servicing and loan administration functions, including without limitation, hazard insurance administration, tax payment and administration, flood certification and administration, collection services and similar functions. The Servicer shall give prior written notice to the Master Servicer and the Trustee of the appointment of any subservicer and shall furnish to the Master Servicer a copy of such subservicing agreement. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans immediately upon receipt by any subservicer of such payments. Any such subservicing agreement shall be consistent with and not violate the provisions of this Agreement. Each subservicing agreement shall provide that a successor servicer shall have the option to terminate such agreement without payment of any fees if the predecessor servicer is terminated or resigns. (b) The Servicer may terminate any subservicing agreement to which it is a party in accordance with the terms and conditions of such subservicing agreement and either itself directly service the related Mortgage Loans or enter into a subservicing agreement with a successor subservicer that qualifies under Section 7.04(a). (c) Notwithstanding any subservicing agreement or the provisions of this Agreement relating to agreements or arrangements between the Servicer and a subservicer or reference to actions taken through a subservicer or otherwise, the Servicer shall remain obligated and primarily liable to the Trustee, the Securities Administrator, the Master Servicer and the Certificateholders for the servicing and administering of the Mortgage Loans in accordance with the provisions hereof without diminution of such obligation or liability by virtue of such subservicing agreements or arrangements or by virtue of indemnification from the subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans. The Servicer shall be entitled to enter into any agreement with a subservicer for indemnification of the Servicer by such subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Special Servicer may enter into subservicing agreements for shall not hire or otherwise utilize the services of any servicing and administration Subservicer to fulfill any of the Mortgage Loans obligations of the Special Servicer as special servicer under this Agreement unless the Special Servicer complies with any institution which the provisions of paragraph (b) of this Section 7.04 and the proposed Subservicer (i) is an institution which is an approved Xxxxxx Xxx or Xxxxxxx Mac Seller/Servicer as indicated in writing and (ii) which represents and warrants that it is in compliance with the laws of each state as necessary to enable it to perform its obligations under such subservicing agreement. For this purpose, subservicing The Special Servicer shall not be deemed hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to include outsourcing routine tasks hire or otherwise utilize the services of any Subcontractor, to third parties including, but not limited to, taxes, insurance, property inspection, reconveyance, collection or brokering REO Property. fulfill any of the obligations of the Special Servicer as special servicer under this Agreement unless the Special Servicer complies with the provisions of paragraph (c) of this Section 7.04. (b) The Special Servicer shall give prior written notice to the Trustee, the Master Servicer and the Trustee Depositor of the appointment of any subservicer Subservicer and shall furnish to the Trustee, Master Servicer Servicer, and the Depositor a copy of such any related subservicing agreement. For purposes of this Agreement, the Special Servicer shall be deemed to have received payments on Mortgage Loans immediately upon receipt by any subservicer Subservicer of such payments. Any such subservicing agreement shall be consistent with and not violate the provisions of this Agreement. Each subservicing agreement shall provide that a successor servicer Special Servicer shall have the option to terminate such agreement without payment of any fees if the predecessor servicer Special Servicer is terminated or resigns. . The Special Servicer shall cause any Subservicer used by the Special Servicer (bor by any Subservicer) The Servicer may terminate any subservicing agreement to which it is a party in accordance comply with the terms provisions of this Section 7.04 and conditions with Sections 4.02(d), 5.04, 5.05(a), 5.05(b), 5.06, 6.01(j) and 6.03 and Exhibit J of this Agreement to the same extent as if such subservicing agreement Subservicer were the Special Servicer. The Special Servicer shall be responsible for obtaining from each Subservicer and either itself directly service delivering to the related Mortgage Loans or enter into a subservicing agreement with a successor subservicer that qualifies Trustee, the Master Servicer and the Depositor any special servicer compliance statement required to be delivered by such Subservicer under Section 7.04(a5.05(a), any reports on assessment of compliance and attestation required to be delivered by such Subservicer under Sections 5.04 and 5.06 and any certification required to be delivered under 5.05(b) to the Person that will be responsible for signing the Sarbanes Certification under Section 5.06 as and when required to be delivered hereunder. (c) The Special Servicer shall give prior written notice to the Master Servicer and the Depositor of the appointment of any Subcontractor and 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 Special Servicer or any Subservicer, specifying (A) the identity of each such Subcontractor, (B) which (if any) of such Subcontractors are Participating Entities, and (C) which elements of the servicing criteria set forth under Item 1122(d) of Regulation AB will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (B) of this paragraph. As a condition to the utilization of any Subcontractor determined to be a Participating Entity, the Special Servicer shall cause any such Subcontractor used by the Special Servicer (or by any Subservicer) for the benefit of the Trustee, the Master Servicer and the Depositor to comply with the provisions of Sections 4.02(d), 5.04, 5.06, 6.01(j) and 6.03 and Exhibit J of this Agreement to the same extent as if such Subcontractor were the Special Servicer. The Special Servicer shall be responsible for obtaining from each Subcontractor and delivering to the Trustee, the Master Servicer and the Depositor any assessment of compliance and attestation required to be delivered by such Subcontractor under Sections 5.04 and 5.06, in each case as and when required to be delivered. The Special Servicer acknowledges that a Subservicer or Subcontractor that performs services with respect to mortgage loans involved in this transaction in addition to the Mortgage Loans may be determined by the Depositor to be a Participating Entity on the basis of the aggregate balance of such mortgage loans, without regard to whether such Subservicer or Subcontractor would be a Participating Entity with respect to the Mortgage Loans viewed in isolation. The Special Servicer shall (A) respond as promptly as practicable to any good faith request by the Trustee, the Master Servicer or the Depositor for information regarding each Subservicer and each Subcontractor and (B) cause each Subservicer and each Subcontractor with respect to which the Trustee, the Master Servicer or the Depositor requests delivery of an assessment of compliance and accountants’ attestation to deliver such within the time required under Section 5.06. Notwithstanding any subservicing agreement or the provisions of this Agreement relating to agreements or arrangements between the Special Servicer and a subservicer Subservicer, Subcontractor or other third party or reference to actions taken through a subservicer Subservicer, a Subcontractor, another third party or otherwise, the Special Servicer shall remain obligated and primarily liable to the Trust Fund, the Trustee, the Master Servicer and the Certificateholders for the servicing and administering of the Mortgage Loans in accordance with the provisions hereof without diminution of such obligation or liability by virtue of such subservicing any subservicing, subcontracting or other agreements or arrangements or by virtue of indemnification from the subservicer a Subservicer, Subcontractor or a third party and to the same extent and under the same terms and conditions as if the Special Servicer alone were servicing and administering the Mortgage Loans, including with respect to compliance with Item 1122 of Regulation AB. The Special Servicer shall be entitled to enter into any agreement with a subservicer Subservicer, Subcontractor or a third party for indemnification of the Special Servicer by such subservicer Subservicer, Subcontractor or third party and nothing contained in this the Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer may enter into subservicing agreements for shall not hire or otherwise utilize the services of any servicing and administration Subservicer to fulfill any of the Mortgage Loans obligations of the Servicer as servicer under this Agreement unless the Servicer complies with any institution which the provisions of paragraph (b) of this Section 7.04 and the proposed Subservicer (i) is an institution which is an approved Xxxxxx Xxx or Xxxxxxx Mac Seller/Servicer and as indicated in writing, (ii) which represents and warrants that it is in compliance with the laws of each state as necessary to enable it to perform its obligations under such subservicing agreementagreement and (iii) is acceptable to the NIMS Insurer. For this purpose, subservicing The Servicer shall not be deemed hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to include outsourcing routine tasks hire or otherwise utilize the services of any Subcontractor, to third parties including, but not limited to, taxes, insurance, property inspection, reconveyance, collection or brokering REO Property. fulfill any of the obligations of the Servicer as servicer under this Agreement unless the Servicer complies with the provisions of paragraph (c) of this Section 7.04. (b) The Servicer shall give prior written notice to the Trustee, the Master Servicer Servicer, the Securities Administrator, the Depositor and the Trustee NIMS Insurer of the appointment of any subservicer Subservicer and shall furnish to the Trustee, Master Servicer Servicer, the Securities Administrator, the Depositor and the NIMS Insurer a copy of such any related subservicing agreement. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans immediately upon receipt by any subservicer Subservicer of such payments. Any such subservicing agreement shall be acceptable to the NIMS Insurer and be consistent with and not violate the provisions of this Agreement. Each subservicing agreement shall provide that a successor servicer Servicer shall have the option to terminate such agreement without payment of any fees if the predecessor servicer Servicer is terminated or resigns. (b) . The Servicer may terminate shall cause any subservicing agreement Subservicer used by the Servicer (or by any Subservicer) to which it is a party in accordance comply with the terms provisions of this Section 7.04 and conditions with Sections 4.02(c), 5.02, 5.03(a), 5.03(b), 5.04 (and shall amend, with the consent of the parties hereto, Exhibit H to reflect such subservicing agreement Subservicer's assessment and either itself directly service attestation of compliance with the related Mortgage Loans or enter into a subservicing agreement with a successor subservicer that qualifies Servicing Criteria), 6.01(k) and 6.03 and Exhibit H of this Agreement to the same extent as if such Subservicer were the Servicer. The Servicer shall be responsible for obtaining from each Subservicer and delivering to the Trustee, the NIMS Insurer, the Master Servicer, the Securities Administrator and the Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 7.04(a5.03(a), any reports on assessment of compliance and attestation required to be delivered by such Subservicer under Sections 5.02 and 5.04 and any certification required to be delivered under 5.03(b) to the Person that will be responsible for signing the Sarbanes Certification under Section 5.04 as and when required to be delivered hereunder. (c) The Servicer shall give written notice to the Master Servicer, the Securities Administrator and the Depositor of the appointment of any Subcontractor and 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 or any Subservicer, specifying (A) the identity of each such Subcontractor, (B) which (if any) of such Subcontractors are Participating Entities, and (C) which elements of the servicing criteria set forth under Item 1122(d) of Regulation AB will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (B) of this paragraph. 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 the Servicer (or by any Subservicer) for the benefit of the Trustee, the NIMS Insurer, the Securities Administrator, the Master Servicer and the Depositor to comply with the provisions of Sections 4.02(c), 5.02, 5.04, 6.01(k) and 6.03 and Exhibit H 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 Trustee, the NIMS Insurer, the Securities Administrator, the Master Servicer and the Depositor any assessment of compliance and attestation and other certification required to be delivered by such Subcontractor under Sections 5.02 and 5.04, in each case as and when required to be delivered. The Servicer acknowledges that a Subservicer or Subcontractor that performs services with respect to mortgage loans involved in this transaction in addition to the Mortgage Loans may be determined by the Depositor to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB on the basis of the aggregate balance of such mortgage loans, without regard to whether such Subservicer or Subcontractor would be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB with respect to the Mortgage Loans viewed in isolation. In connection with complying with the requirements set forth in the previous sentence, the Servicer shall (A) respond as promptly as practicable to any good faith request by the Trustee, the Master Servicer or the Depositor for information regarding each Subservicer and each Subcontractor and (B) cause each Subservicer and each Subcontractor with respect to which the Trustee, the Master Servicer or the Depositor requests delivery of an assessment of compliance and accountants’ attestation to deliver such within the time required under Section 5.04. (d) Notwithstanding any subservicing agreement or the provisions of this Agreement relating to agreements or arrangements between the Servicer and a subservicer Subservicer, Subcontractor or other third party or reference to actions taken through a subservicer Subservicer, a Subcontractor, another third party or otherwise, the Servicer shall remain obligated and primarily liable to the Trust Fund, the Trustee, the Securities Administrator, the Master Servicer Servicer, the NIMS Insurer and the Certificateholders for the servicing and administering of the Mortgage Loans in accordance with the provisions hereof without diminution of such obligation or liability by virtue of such subservicing any subservicing, subcontracting or other agreements or arrangements or by virtue of indemnification from the subservicer a Subservicer, Subcontractor or a third party and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans, including with respect to compliance with Item 1122 of Regulation AB. The Servicer shall be entitled to enter into any agreement with a subservicer Subservicer, Subcontractor or a third party for indemnification of the Servicer by such subservicer Subservicer, Subcontractor or third party and nothing contained in this the Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer may enter into subservicing agreements for any servicing and administration of the Mortgage Loans with any institution which (i) is an approved Xxxxxx Xxx or Xxxxxxx Mac Seller/Servicer and (ii) which represents and warrants that it is in compliance with the laws of each state as necessary to enable it to perform its obligations under such subservicing agreement. For this purpose, subservicing shall not be deemed to include outsourcing routine tasks to third parties including, but not limited to, taxes, insurance, property inspection, reconveyance, collection or brokering REO Property. The Servicer shall give prior written notice to the Master Servicer Servicer, the Securities Administrator and the Trustee of the appointment of any subservicer and shall furnish to the Master Servicer a copy of such subservicing agreement. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans immediately upon receipt by any subservicer of such payments. Any such subservicing agreement shall be consistent with and not violate the provisions of this Agreement. Each subservicing agreement shall provide that a successor servicer shall have the option to terminate such agreement without payment of any fees if the predecessor servicer is terminated or resigns. (b) The Servicer may terminate any subservicing agreement to which it is a party in accordance with the terms and conditions of such subservicing agreement and either itself directly service the related Mortgage Loans or enter into a subservicing agreement with a successor subservicer that qualifies under Section 7.04(a). (c) Notwithstanding any subservicing agreement or the provisions of this Agreement relating to agreements or arrangements between the Servicer and a subservicer or reference to actions taken through a subservicer or otherwise, the Servicer shall remain obligated and primarily liable to the Trustee, the Securities Administrator, the Master Servicer and the Certificateholders for the servicing and administering of the Mortgage Loans in accordance with the provisions hereof without diminution of such obligation or liability by virtue of such subservicing agreements or arrangements or by virtue of indemnification from the subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans. The Servicer shall be entitled to enter into any agreement with a subservicer for indemnification of the Servicer by such subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer may enter into subservicing agreements for shall not hire or otherwise utilize the services of any servicing and administration Subservicer to fulfill any of the Mortgage Loans obligations of the Servicer as servicer under this Agreement unless the Servicer complies with any institution which the provisions of paragraph (b) of this Section 7.04 and the proposed Subservicer (i) is an institution which is an approved Xxxxxx Xxx Fxxxxx Mxx or Xxxxxxx Fxxxxxx Mac Seller/Servicer as indicated in writing and (ii) which represents and warrants that it is in compliance with the laws of each state as necessary to enable it to perform its obligations under such subservicing agreement. For this purpose, subservicing The Servicer shall not be deemed hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to include outsourcing routine tasks hire or otherwise utilize the services of any Subcontractor, to third parties including, but not limited to, taxes, insurance, property inspection, reconveyance, collection or brokering REO Property. fulfill any of the obligations of the Servicer as servicer under this Agreement unless the Servicer complies with the provisions of paragraph (c) of this Section 7.04. (b) The Servicer shall give prior written notice to the Trustee, the Master Servicer Servicer, the Securities Administrator and the Trustee Depositor of the appointment of any subservicer Subservicer and shall furnish to the Trustee, Master Servicer Servicer, the Securities Administrator and the Depositor a copy of such any related subservicing agreement. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans immediately upon receipt by any subservicer Subservicer of such payments. Any such subservicing agreement shall be consistent with and not violate the provisions of this Agreement. Each subservicing agreement shall provide that a successor servicer Servicer shall have the option to terminate such agreement without payment of any fees if the predecessor servicer Servicer is terminated or resigns. (b) . The Servicer may terminate shall cause any subservicing agreement Subservicer used by the Servicer (or by any Subservicer) to which it is a party in accordance comply with the terms provisions of this Section 7.04 and conditions with Sections 4.02(c), 5.02, 5.03(a), 5.03(b), 5.04, 6.01(j) and 6.03 and Exhibit H of this Agreement to the same extent as if such subservicing agreement Subservicer were the Servicer. The Servicer shall be responsible for obtaining from each Subservicer and either itself directly service delivering to the related Mortgage Loans or enter into a subservicing agreement with a successor subservicer that qualifies Trustee, the Master Servicer, the Securities Administrator and the Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 7.04(a5.03(a), any reports on assessment of compliance and attestation required to be delivered by such Subservicer under Sections 5.02 and 5.04 and any certification required to be delivered under 5.03(b) to the Person that will be responsible for signing the Sarbanes Certification under Section 5.04 as and when required to be delivered hereunder. (c) The Servicer shall give prior written notice to the Master Servicer and the Depositor of the appointment of any Subcontractor and a written description (in form and substance satisfactory to the Master Servicer, the Servicer and the Depositor) of the role and function of each Subcontractor utilized by the Servicer or any Subservicer, specifying (A) the identity of each such Subcontractor, (B) which (if any) of such Subcontractors are Participating Entities, and (C) which elements of the servicing criteria set forth under Item 1122(d) of Regulation AB will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (B) of this paragraph. As a condition to the utilization of any Subcontractor determined to be a Participating Entity, the Servicer shall cause any such Subcontractor used by the Servicer (or by any Subservicer) for the benefit of the Trustee, the Securities Administrator, the Master Servicer and the Depositor to comply with the provisions of Sections 4.02(c), 5.02, 5.04, 6.01(j) and 6.03 and Exhibit H 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 Trustee, the Securities Administrator, the Master Servicer and the Depositor any assessment of compliance and attestation required to be delivered by such Subcontractor under Sections 5.02 and 5.04, in each case as and when required to be delivered. The Servicer acknowledges that a Subservicer or Subcontractor that performs services with respect to mortgage loans involved in this transaction in addition to the Mortgage Loans may be determined by the Depositor to be a Participating Entity on the basis of the aggregate balance of such mortgage loans, without regard to whether such Subservicer or Subcontractor would be a Participating Entity with respect to the Mortgage Loans viewed in isolation. The Servicer shall (A) respond as promptly as practicable to any good faith request by the Trustee, the Master Servicer or the Depositor for information regarding each Subservicer and each Subcontractor and (B) cause each Subservicer and each Subcontractor with respect to which the Trustee, the Master Servicer or the Depositor requests delivery of an assessment of compliance and accountants’ attestation to deliver such within the time required under Section 5.04. Notwithstanding any subservicing agreement or the provisions of this Agreement relating to agreements or arrangements between the Servicer and a subservicer Subservicer, Subcontractor or other third party or reference to actions taken through a subservicer Subservicer, a Subcontractor, another third party or otherwise, the Servicer shall remain obligated and primarily liable to the Trust Fund, the Trustee, the Securities Administrator, the Master Servicer and the Certificateholders for the servicing and administering of the Mortgage Loans in accordance with the provisions hereof without diminution of such obligation or liability by virtue of such subservicing any subservicing, subcontracting or other agreements or arrangements or by virtue of indemnification from the subservicer a Subservicer, Subcontractor or a third party and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans, including with respect to compliance with Item 1122 of Regulation AB. The Servicer shall be entitled to enter into any agreement with a subservicer Subservicer, Subcontractor or a third party for indemnification of the Servicer by such subservicer Subservicer, Subcontractor or third party and nothing contained in this the Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer may enter into subservicing agreements for any servicing and administration of the Mortgage Loans with any institution which (i) is an approved Xxxxxx Xxx Fannie Mae or Xxxxxxx Freddie Mac Seller/Servicer and (ii) which represents and warrants that it is axx xxxrxxxs thxx xx xs in compliance with the laws of each state as necessary to enable it to perform its obligations under such subservicing agreement. For this purpose, subservicing shall not be deemed to include outsourcing routine tasks to third parties includingthe use of a tax service, but not limited to, taxesor services for reconveyance, insurance, property inspection, reconveyance, collection inspection or brokering REO PropertyProperty or the retention of third party contractors to perform certain servicing and loan administration functions, including without limitation, hazard insurance administration, tax payment and administration, flood certification and administration, collection services and similar functions. The Servicer shall give prior written notice to the Master Servicer and the Trustee of the appointment of any subservicer and shall furnish to the Master Servicer a copy of such subservicing agreement. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans immediately upon receipt by any subservicer of such payments. Any such subservicing agreement shall be consistent with and not violate the provisions of this Agreement. Each subservicing agreement shall provide that a successor servicer shall have the option to terminate such agreement without payment of any fees if the predecessor servicer is terminated or resigns. (b) The Servicer may terminate any subservicing agreement to which it is a party in accordance with the terms and conditions of such subservicing agreement and either itself directly service the related Mortgage Loans or enter into a subservicing agreement with a successor subservicer that qualifies under Section 7.04(a). (c) Notwithstanding any subservicing agreement or the provisions of this Agreement relating to agreements or arrangements between the Servicer and a subservicer or reference to actions taken through a subservicer or otherwise, the Servicer shall remain obligated and primarily liable to the Trustee, the Master Servicer and the Certificateholders for the servicing and administering of the Mortgage Loans in accordance with the provisions hereof without diminution of such obligation or liability by virtue of such subservicing agreements or arrangements or by virtue of indemnification from the subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans. The Servicer shall be entitled to enter into any agreement with a subservicer for indemnification of the Servicer by such subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer may enter into subservicing agreements for shall not hire or otherwise utilize the services of any servicing and administration Subservicer to fulfill any of the Mortgage Loans obligations of the Servicer as servicer under this Agreement unless the Servicer complies with any institution which the provisions of paragraph (b) of this Section 7.04 and the proposed Subservicer (i) is an institution which is an approved Xxxxxx Xxx or Xxxxxxx Mac Seller/Servicer as indicated in writing and (ii) which represents and warrants that it is in compliance with the laws of each state as necessary to enable it to perform its obligations under such subservicing agreement. For this purpose, subservicing The Servicer shall not be deemed hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to include outsourcing routine tasks hire or otherwise utilize the services of any Subcontractor, to third parties including, but not limited to, taxes, insurance, property inspection, reconveyance, collection or brokering REO Property. fulfill any of the obligations of the Servicer as servicer under this Agreement unless the Servicer complies with the provisions of paragraph (c) of this Section 7.04. (b) The Servicer shall give prior written notice to the Trustee, the Master Servicer and the Trustee Depositor of the appointment of any subservicer Subservicer and shall furnish to the Trustee, the Master Servicer and the Depositor a copy of such any related subservicing agreement. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans immediately upon receipt by any subservicer Subservicer of such payments. Any such subservicing agreement shall be consistent with and not violate the provisions of this Agreement. Each subservicing agreement shall provide that a successor servicer Servicer shall have the option to terminate such agreement without payment of any fees if the predecessor servicer Servicer is terminated or resigns. (b) . The Servicer may terminate shall cause any subservicing agreement Subservicer used by the Servicer (or by any Subservicer) to which it is a party in accordance comply with the terms provisions of this Section 7.04 and conditions with Sections 4.02(c), 5.02, 5.03(a), 5.03(b), 5.04, 6.01(k) and 6.03 and Exhibit H of this Agreement to the same extent as if such subservicing agreement Subservicer were the Servicer. The Servicer shall be responsible for obtaining from each Subservicer and either itself directly service delivering to the related Mortgage Loans or enter into a subservicing agreement with a successor subservicer that qualifies Trustee, the Master Servicer and the Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 7.04(a5.03(a), any reports on assessment of compliance and attestation required to be delivered by such Subservicer under Sections 5.02 and 5.04 and any certification required to be delivered under 5.03(b) to the Person that will be responsible for signing the Sarbanes Certification under Section 5.04 as and when required to be delivered hereunder. (c) The Servicer shall give prior written notice to the Master Servicer and the Depositor of the appointment of any Subcontractor and a written description (in form and substance satisfactory to the Master Servicer, the Servicer and the Depositor) of the role and function of each Subcontractor utilized by the Servicer or any Subservicer, specifying (A) the identity of each such Subcontractor, (B) which (if any) of such Subcontractors are Participating Entities, and (C) which elements of the servicing criteria set forth under Item 1122(d) of Regulation AB will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (B) of this paragraph. As a condition to the utilization of any Subcontractor determined to be a Participating Entity, the Servicer shall cause any such Subcontractor used by the Servicer (or by any Subservicer) for the benefit of the Trustee, the Master Servicer and the Depositor to comply with the provisions of Sections 4.02(c), 5.02, 5.04, 6.01(k) and 6.03 and Exhibit H 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 Trustee, the Master Servicer and the Depositor any assessment of compliance and attestation required to be delivered by such Subcontractor under Sections 5.02 and 5.04, in each case as and when required to be delivered. The Servicer acknowledges that a Subcontractor that performs services with respect to mortgage loans involved in this transaction in addition to the Mortgage Loans may be determined by the Depositor to be a Participating Entity on the basis of the aggregate balance of such mortgage loans, without regard to whether such Subcontractor would be a Participating Entity with respect to the Mortgage Loans viewed in isolation. The Servicer shall (A) respond as promptly as practicable to any good faith request by the Trustee, the Master Servicer or the Depositor for information regarding each Subcontractor and (B) cause each Subcontractor with respect to which the Trustee, the Master Servicer or the Depositor requests delivery of an assessment of compliance and accountants’ attestation to deliver such within the time required under Section 5.04. Notwithstanding any subservicing agreement or the provisions of this Agreement relating to agreements or arrangements between the Servicer and a subservicer Subservicer, Subcontractor or other third party or reference to actions taken through a subservicer Subservicer, a Subcontractor, another third party or otherwise, the Servicer shall remain obligated and primarily liable to the Trust Fund, the Trustee, the Master Servicer and the Certificateholders for the servicing and administering of the Mortgage Loans in accordance with the provisions hereof without diminution of such obligation or liability by virtue of such subservicing any subservicing, subcontracting or other agreements or arrangements or by virtue of indemnification from the subservicer a Subservicer, Subcontractor or a third party and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans, including with respect to compliance with Item 1122 of Regulation AB. The Servicer shall be entitled to enter into any agreement with a subservicer Subservicer, Subcontractor or a third party for indemnification of the Servicer by such subservicer Subservicer, Subcontractor or third party and nothing contained in this the Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer may enter into subservicing agreements for shall not hire or otherwise utilize the services of any servicing and administration Subservicer to fulfill any of the Mortgage Loans obligations of the Servicer as servicer under this Agreement unless the Servicer complies with any institution which the provisions of paragraph (b) of this Section 7.04 and the proposed Subservicer (i) is an institution which is an approved Xxxxxx Xxx or Xxxxxxx Mac Seller/Servicer and as indicated in writing, (ii) which represents and warrants that it is in compliance with the laws of each state as necessary to enable it to perform its obligations under such subservicing agreementagreement and (iii) is acceptable to the NIMS Insurer. For this purpose, subservicing The Servicer shall not be deemed hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to include outsourcing routine tasks hire or otherwise utilize the services of any Subcontractor, to third parties including, but not limited to, taxes, insurance, property inspection, reconveyance, collection or brokering REO Property. fulfill any of the obligations of the Servicer as servicer under this Agreement unless the Servicer complies with the provisions of paragraph (c) of this Section 7.04. (b) The Servicer shall give prior written notice to the Trustee, the Master Servicer Servicer, the Securities Administrator, the Depositor and the Trustee NIMS Insurer of the appointment of any subservicer Subservicer and shall furnish to the Trustee, Master Servicer Servicer, the Securities Administrator, the Depositor and the NIMS Insurer a copy of such any related subservicing agreement. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans immediately upon receipt by any subservicer Subservicer of such payments. Any such subservicing agreement shall be acceptable to the NIMS Insurer and be consistent with and not violate the provisions of this Agreement. Each subservicing agreement shall provide that a successor servicer Servicer shall have the option to terminate such agreement without payment of any fees if the predecessor servicer Servicer is terminated or resigns. (b) . The Servicer may terminate shall cause any subservicing agreement Subservicer used by the Servicer (or by any Subservicer) to which it is a party in accordance comply with the terms provisions of this Section 7.04 and conditions with Sections 4.02(c), 5.02, 5.03(a), 5.03(b) (and shall amend, with the consent of the parties hereto, Exhibit H to reflect such subservicing agreement Subservicer’s assessment and either itself directly service attestation of compliance with the related Mortgage Loans or enter into a subservicing agreement with a successor subservicer that qualifies Servicing Criteria), 6.01(k) and 6.03 and Exhibit H of this Agreement to the same extent as if such Subservicer were the Servicer. The Servicer shall be responsible for obtaining from each Subservicer and delivering to the Trustee, the NIMS Insurer, the Master Servicer, the Securities Administrator and the Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 7.04(a5.03(a), any reports on assessment of compliance and attestation required to be delivered by such Subservicer under Section 5.02 and any certification required to be delivered under 5.03(b) to the Person that will be responsible for signing the Sarbanes Certification under Section 5.02 as and when required to be delivered hereunder. (c) The Servicer shall give prior written notice to the Master Servicer and the Depositor of the appointment of any Subcontractor and a written description (in form and substance satisfactory to the Master Servicer, the Servicer and the Depositor) of the role and function of each Subcontractor utilized by the Servicer or any Subservicer, specifying (A) the identity of each such Subcontractor, (B) which (if any) of such Subcontractors are Participating Entities, and (C) which elements of the servicing criteria set forth under Item 1122(d) of Regulation AB will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (B) of this paragraph. As a condition to the utilization of any Subcontractor determined to be a Participating Entity, the Servicer shall cause any such Subcontractor used by the Servicer (or by any Subservicer) for the benefit of the Trustee, the NIMS Insurer, the Securities Administrator, the Master Servicer and the Depositor to comply with the provisions of Sections 4.02(c), 5.02, 6.01(k) and 6.03 and Exhibit H 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 Trustee, the NIMS Insurer, the Securities Administrator, the Master Servicer and the Depositor any assessment of compliance and attestation required to be delivered by such Subcontractor under Section 5.02, as and when required to be delivered. The Servicer acknowledges that a Subcontractor that performs services with respect to mortgage loans involved in this transaction in addition to the Mortgage Loans may be determined by the Depositor to be a Participating Entity on the basis of the aggregate balance of such mortgage loans, without regard to whether such Subcontractor would be a Participating Entity with respect to the Mortgage Loans viewed in isolation. The Servicer shall (A) respond as promptly as practicable to any good faith request by the Trustee, the Master Servicer or the Depositor for information regarding each Subcontractor and (B) cause each Subcontractor with respect to which the Trustee, the Master Servicer or the Depositor requests delivery of an assessment of compliance and accountants’ attestation to deliver such within the time required under Section 5.02. Notwithstanding any subservicing agreement or the provisions of this Agreement relating to agreements or arrangements between the Servicer and a subservicer Subservicer, Subcontractor or other third party or reference to actions taken through a subservicer Subservicer, a Subcontractor, another third party or otherwise, the Servicer shall remain obligated and primarily liable to the Trust Fund, the Trustee, the Securities Administrator, the Master Servicer Servicer, the NIMS Insurer and the Certificateholders for the servicing and administering of the Mortgage Loans in accordance with the provisions hereof without diminution of such obligation or liability by virtue of such subservicing any subservicing, subcontracting or other agreements or arrangements or by virtue of indemnification from the subservicer a Subservicer, Subcontractor or a third party and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans, including with respect to compliance with Item 1122 of Regulation AB. The Servicer shall be entitled to enter into any agreement with a subservicer Subservicer, Subcontractor or a third party for indemnification of the Servicer by such subservicer Subservicer, Subcontractor or third party and nothing contained in this the Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer may enter into subservicing agreements for shall not hire or otherwise utilize the services of any servicing and administration Subservicer to fulfill any of the Mortgage Loans obligations of the Servicer as servicer under this Agreement unless the Servicer complies with any institution which the provisions of paragraph (b) of this Section 7.04 and the proposed Subservicer (i) is an institution which is an approved Xxxxxx Xxx or Xxxxxxx Mac Seller/Servicer and as indicated in writing, (ii) which represents and warrants that it is in compliance with the laws of each state as necessary to enable it to perform its obligations under such subservicing agreementagreement and (iii) is acceptable to the NIMS Insurer. For this purpose, subservicing The Servicer shall not be deemed hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to include outsourcing routine tasks hire or otherwise utilize the services of any Subcontractor, to third parties including, but not limited to, taxes, insurance, property inspection, reconveyance, collection or brokering REO Property. fulfill any of the obligations of the Servicer as servicer under this Agreement unless the Servicer complies with the provisions of paragraph (c) of this Section 7.04. (b) The Servicer shall give prior written notice to the Trustee, the Master Servicer Servicer, the Depositor and the Trustee NIMS Insurer of the appointment of any subservicer Subservicer and shall furnish to the Trustee, Master Servicer Servicer, the Depositor and the NIMS Insurer a copy of such any related subservicing agreement. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans immediately upon receipt by any subservicer Subservicer of such payments. Any such subservicing agreement shall be acceptable to the NIMS Insurer and be consistent with and not violate the provisions of this Agreement. Each subservicing agreement shall provide that a successor servicer Servicer shall have the option to terminate such agreement without payment of any fees if the predecessor servicer Servicer is terminated or resigns. (b) . The Servicer may terminate shall cause any subservicing agreement Subservicer used by the Servicer (or by any Subservicer) to which it is a party in accordance comply with the terms provisions of this Section 7.04 and conditions with Sections 4.02(c), 5.02, 5.03(a), 5.03(b), 5.04, 6.01(k) and 6.03 and Exhibit H of this Agreement to the same extent as if such subservicing agreement Subservicer were the Servicer. The Servicer shall be responsible for obtaining from each Subservicer and either itself directly service delivering to the related Mortgage Loans or enter into a subservicing agreement with a successor subservicer that qualifies Trustee, the NIMS Insurer, the Master Servicer and the Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 7.04(a5.03(a), any reports on assessment of compliance and attestation required to be delivered by such Subservicer under Sections 5.02 and 5.04 and any certification required to be delivered under 5.03(b) to the Person that will be responsible for signing the Sarbanes Certification under Section 5.04 as and when required to be delivered hereunder. (c) The Servicer shall give prior written notice to the Master Servicer and the Depositor of the appointment of any Subcontractor and a written description (in form and substance satisfactory to the Master Servicer, the Servicer and the Depositor) of the role and function of each Subcontractor utilized by the Servicer or any Subservicer, specifying (A) the identity of each such Subcontractor, (B) which (if any) of such Subcontractors are Participating Entities, and (C) which elements of the servicing criteria set forth under Item 1122(d) of Regulation AB will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (B) of this paragraph. As a condition to the utilization of any Subcontractor determined to be a Participating Entity, the Servicer shall cause any such Subcontractor used by the Servicer (or by any Subservicer) for the benefit of the Trustee, the NIMS Insurer, the Master Servicer and the Depositor to comply with the provisions of Sections 4.02(c), 5.02, 5.04, 6.01(k) and 6.03 and Exhibit H 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 Trustee, the NIMS Insurer, the Master Servicer and the Depositor any assessment of compliance and attestation required to be delivered by such Subcontractor under Sections 5.02 and 5.04, in each case as and when required to be delivered. The Servicer acknowledges that a Subcontractor that performs services with respect to mortgage loans involved in this transaction in addition to the Mortgage Loans may be determined by the Depositor to be a Participating Entity on the basis of the aggregate balance of such mortgage loans, without regard to whether such Subcontractor would be a Participating Entity with respect to the Mortgage Loans viewed in isolation. The Servicer shall (A) respond as promptly as practicable to any good faith request by the Trustee, the Master Servicer or the Depositor for information regarding each Subcontractor and (B) cause each Subcontractor with respect to which the Trustee, the Master Servicer or the Depositor requests delivery of an assessment of compliance and accountants’ attestation to deliver such within the time required under Section 5.04. Notwithstanding any subservicing agreement or the provisions of this Agreement relating to agreements or arrangements between the Servicer and a subservicer Subservicer, Subcontractor or other third party or reference to actions taken through a subservicer Subservicer, a Subcontractor, another third party or otherwise, the Servicer shall remain obligated and primarily liable to the Trust Fund, the Trustee, the Master Servicer Servicer, the NIMS Insurer and the Certificateholders for the servicing and administering of the Mortgage Loans in accordance with the provisions hereof without diminution of such obligation or liability by virtue of such subservicing any subservicing, subcontracting or other agreements or arrangements or by virtue of indemnification from the subservicer a Subservicer, Subcontractor or a third party and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans, including with respect to compliance with Item 1122 of Regulation AB. The Servicer shall be entitled to enter into any agreement with a subservicer Subservicer, Subcontractor or a third party for indemnification of the Servicer by such subservicer Subservicer, Subcontractor or third party and nothing contained in this the Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer may enter into subservicing agreements for shall not hire or otherwise utilize the services of any servicing and administration Subservicer to fulfill any of the Mortgage Loans obligations of the Servicer as servicer under this Agreement unless the Servicer complies with any institution which the provisions of paragraph (b) of this Section 7.04 and the proposed Subservicer (i) is an institution which is an approved Xxxxxx Xxx or Xxxxxxx Mac Seller/Servicer and as indicated in writing, (ii) which represents and warrants that it is in compliance with the laws of each state as necessary to enable it to perform its obligations under such subservicing agreementagreement and (iii) is acceptable to the NIMS Insurer. For this purpose, subservicing The Servicer shall not be deemed hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to include outsourcing routine tasks hire or otherwise utilize the services of any Subcontractor, to third parties including, but not limited to, taxes, insurance, property inspection, reconveyance, collection or brokering REO Property. fulfill any of the obligations of the Servicer as servicer under this Agreement unless the Servicer complies with the provisions of paragraph (c) of this Section 7.04. (b) The Servicer shall give prior written notice to the Trustee, the Master Servicer Servicer, the Depositor and the Trustee NIMS Insurer of the appointment of any subservicer Subservicer and shall furnish to the Trustee, Master Servicer Servicer, the Depositor and the NIMS Insurer a copy of such any related subservicing agreement. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans immediately upon receipt by any subservicer Subservicer of such payments. Any such subservicing agreement shall be acceptable to the NIMS Insurer and be consistent with and not violate the provisions of this Agreement. Each subservicing agreement shall provide that a successor servicer Servicer shall have the option to terminate such agreement without payment of any fees if the predecessor servicer Servicer is terminated or resigns. (b) . The Servicer may terminate shall cause any subservicing agreement Subservicer used by the Servicer (or by any Subservicer) to which it is a party in accordance comply with the terms provisions of this Section 7.04 and conditions with Sections 4.02(c), 5.02, 5.03(a), 5.03(b), 5.04, 6.01(j) and 6.03 and Exhibit H of this Agreement to the same extent as if such subservicing agreement Subservicer were the Servicer. The Servicer shall be responsible for obtaining from each Subservicer and either itself directly service delivering to the related Mortgage Loans or enter into a subservicing agreement with a successor subservicer that qualifies Trustee, the Master Servicer, the NIMS Insurer, the Master Servicer and the Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 7.04(a5.03(a), any reports on assessment of compliance and attestation required to be delivered by such Subservicer under Sections 5.02 and 5.04 and any certification required to be delivered under 5.03(b) to the Person that will be responsible for signing the Sarbanes Certification under Section 5.04 as and when required to be delivered hereunder. (c) On or prior to March 15th of each year, beginning in 2008, the Servicer shall provide written notice to the Master Servicer and the Depositor of (A) which (if any) Subcontractors are Participating Entities, and (B) which elements of the servicing criteria set forth under Item 1122(d) of Regulation AB will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (A) of this paragraph. As a condition to the utilization of any Subcontractor determined to be a Participating Entity, the Servicer shall cause any such Subcontractor used by the Servicer (or by any Subservicer) for the benefit of the Trustee, the NIMS Insurer, the Master Servicer and the Depositor to comply with the provisions of Sections 4.02(c), 5.02, 5.04, 6.01(j) and 6.03 and Exhibit H 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 Trustee, the NIMS Insurer, the Master Servicer and the Depositor any assessment of compliance and attestation required to be delivered by such Subcontractor under Sections 5.02 and 5.04, in each case as and when required to be delivered. The Servicer acknowledges that a Subservicer or Subcontractor that performs services with respect to mortgage loans involved in this transaction in addition to the Mortgage Loans may be determined by the Depositor to be a Participating Entity on the basis of the aggregate balance of such mortgage loans, without regard to whether such Subservicer or Subcontractor would be a Participating Entity with respect to the Mortgage Loans viewed in isolation. The Servicer shall (A) respond as promptly as practicable to any good faith request by the Trustee, the Master Servicer or the Depositor for information regarding each Subservicer and each Subcontractor and (B) cause each Subservicer and each Subcontractor with respect to which the Trustee, the Master Servicer or the Depositor requests delivery of an assessment of compliance and accountants’ attestation to deliver such within the time required under Section 5.04. Notwithstanding any subservicing agreement or the provisions of this Agreement relating to agreements or arrangements between the Servicer and a subservicer Subservicer, Subcontractor or other third party or reference to actions taken through a subservicer Subservicer, a Subcontractor, another third party or otherwise, the Servicer shall remain obligated and primarily liable to the Trust Fund, the Trustee, the Master Servicer Servicer, the NIMS Insurer and the Certificateholders for the servicing and administering of the Mortgage Loans in accordance with the provisions hereof without diminution of such obligation or liability by virtue of such subservicing any subservicing, subcontracting or other agreements or arrangements or by virtue of indemnification from the subservicer a Subservicer, Subcontractor or a third party and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans, including with respect to compliance with Item 1122 of Regulation AB. The Servicer shall be entitled to enter into any agreement with a subservicer Subservicer, Subcontractor or a third party for indemnification of the Servicer by such subservicer Subservicer, Subcontractor or third party and nothing contained in this the Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer may enter into subservicing agreements for shall not hire or otherwise utilize the services of any servicing and administration Subservicer to fulfill any of the Mortgage Loans obligations of the Servicer as servicer under this Agreement unless the Servicer complies with any institution which the provisions of paragraph (b) of this Section 7.04 and the proposed Subservicer (i) is an institution which is an approved Xxxxxx Xxx or Xxxxxxx Mac Seller/Servicer and as indicated in writing, (ii) which represents and warrants that it is in compliance with the laws of each state as necessary to enable it to perform its obligations under such subservicing agreementagreement and (iii) is acceptable to the NIMS Insurer. For this purpose, subservicing The Servicer shall not be deemed hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to include outsourcing routine tasks hire or otherwise utilize the services of any Subcontractor, to third parties including, but not limited to, taxes, insurance, property inspection, reconveyance, collection or brokering REO Property. fulfill any of the obligations of the Servicer as servicer under this Agreement unless the Servicer complies with the provisions of paragraph (c) of this Section 7.04. (b) The Servicer shall give prior written notice to the Trustee, the Master Servicer Servicer, the Depositor and the Trustee NIMS Insurer of the appointment of any subservicer and shall furnish to the Master Servicer a copy of such subservicing agreementSubservicer. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans immediately upon receipt by any subservicer Subservicer of such payments. Any such subservicing agreement shall be consistent with and not violate the provisions of this Agreement. Each subservicing agreement shall provide that a successor servicer Servicer shall have the option to terminate such agreement without payment of any fees if the predecessor servicer Servicer is terminated or resigns. (b) . The Servicer may terminate shall cause any subservicing agreement Subservicer used by the Servicer (or by any Subservicer) to which it is a party in accordance comply with the terms provisions of this Section 7.04 and conditions with Sections 4.02(c), 5.04, 5.05(a), 5.05(b), 5.07 (and shall amend, with the consent of the parties hereto, Exhibit I to reflect such subservicing agreement Subservicer’s assessment and either itself directly service attestation of compliance with the related Mortgage Loans or enter into a subservicing agreement with a successor subservicer that qualifies Servicing Criteria), 6.01(k) and 6.03 and Exhibit I of this Agreement to the same extent as if such Subservicer were the Servicer. The Servicer shall be responsible for obtaining from each Subservicer and delivering to the Trustee, the NIMS Insurer, the Master Servicer and the Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 7.04(a5.05(a), any reports on assessment of compliance and attestation required to be delivered by such Subservicer under Sections 5.04 and 5.07 and any certification required to be delivered under 5.05(b) to the Person that will be responsible for signing the Sarbanes Certification under Section 5.07 as and when required to be delivered hereunder. (c) The Servicer shall give notice to the Master Servicer and the Depositor of the appointment of any Subcontractor and 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 or any Subservicer, specifying (A) the identity of each such Subcontractor, (B) which (if any) of such Subcontractors are Participating Entities, and (C) which elements of the servicing criteria set forth under Item 1122(d) of Regulation AB will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (B) of this paragraph. As a condition to the utilization of any Subcontractor determined to be a Participating Entity, the Servicer shall cause any such Subcontractor used by the Servicer (or by any Subservicer) for the benefit of the Trustee, the NIMS Insurer, the Master Servicer and the Depositor to comply with the provisions of Sections 4.02(c), 5.04, 5.07, 6.01(k) and 6.03 and Exhibit I 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 Trustee, the NIMS Insurer, the Master Servicer and the Depositor any assessment of compliance and attestation required to be delivered by such Subcontractor under Sections 5.04 and 5.07, in each case as and when required to be delivered. The Servicer acknowledges that a Subservicer or Subcontractor that performs services with respect to mortgage loans involved in this transaction in addition to the Mortgage Loans may be determined to be a Participating Entity on the basis of the aggregate balance of such mortgage loans (which quantitative determination may be made by the Depositor, the Trustee or the Master Servicer), without regard to whether such Subservicer or Subcontractor would be a Participating Entity with respect to the Mortgage Loans viewed in isolation. The Servicer shall (A) respond as promptly as practicable to any good faith request by the Trustee, the Master Servicer or the Depositor for information regarding each Subservicer and each Subcontractor and (B) cause each Subservicer and each Subcontractor with respect to which the Trustee, the Master Servicer or the Depositor requests delivery of an assessment of compliance and accountants’ attestation to deliver such within the time required under Section 5.07. Notwithstanding any subservicing agreement or the provisions of this Agreement relating to agreements or arrangements between the Servicer and a subservicer Subservicer, Subcontractor or other third party or reference to actions taken through a subservicer Subservicer, a Subcontractor, another third party or otherwise, the Servicer shall remain obligated and primarily liable to the Trust Fund, the Trustee, the Master Servicer Servicer, the NIMS Insurer and the Certificateholders for the servicing and administering of the Mortgage Loans in accordance with the provisions hereof without diminution of such obligation or liability by virtue of such subservicing any subservicing, subcontracting or other agreements or arrangements or by virtue of indemnification from the subservicer a Subservicer, Subcontractor or a third party and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans, including with respect to compliance with Item 1122 of Regulation AB. The Servicer shall be entitled to enter into any agreement with a subservicer Subservicer, Subcontractor or a third party for indemnification of the Servicer by such subservicer Subservicer, Subcontractor or third party and nothing contained in this the Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer may enter into subservicing agreements for shall not hire or otherwise utilize the services of any servicing and administration Subservicer to fulfill any of the Mortgage Loans obligations of the Servicer as servicer under this Agreement unless the Servicer complies with any institution which the provisions of paragraph (b) of this Section 7.04 and the proposed Subservicer (i) is an institution which is an approved Xxxxxx Xxx or Xxxxxxx Mac Seller/Servicer and as indicated in writing, (ii) which represents and warrants that it is in compliance with the laws of each state as necessary to enable it to perform its obligations under such subservicing agreementagreement and (iii) is acceptable to the NIMS Insurer. For this purpose, subservicing The Servicer shall not be deemed hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to include outsourcing routine tasks hire or otherwise utilize the services of any Subcontractor, to third parties including, but not limited to, taxes, insurance, property inspection, reconveyance, collection or brokering REO Property. fulfill any of the obligations of the Servicer as servicer under this Agreement unless the Servicer complies with the provisions of paragraph (c) of this Section 7.04. (b) The Servicer shall give prior written notice to the Trustee, the Master Servicer Servicer, the Depositor and the Trustee NIMS Insurer of the appointment of any subservicer Subservicer and shall furnish to the Trustee, Master Servicer Servicer, the Depositor and the NIMS Insurer a copy of such any related subservicing agreement. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans immediately upon receipt by any subservicer Subservicer of such payments. Any such subservicing agreement shall be acceptable to the NIMS Insurer and be consistent with and not violate the provisions of this Agreement. Each subservicing agreement shall provide that a successor servicer Servicer shall have the option to terminate such agreement without payment of any fees if the predecessor servicer Servicer is terminated or resigns. (b) . The Servicer may terminate shall cause any subservicing agreement Subservicer used by the Servicer (or by any Subservicer) to which it is a party in accordance comply with the terms provisions of this Section 7.04 and conditions with Sections 4.02(c), 5.02, 5.03(a), 5.03(b), 5.04 (and shall amend, with the consent of the parties hereto, Exhibit H to reflect such subservicing agreement Subservicer’s assessment and either itself directly service attestation of compliance with the related Mortgage Loans or enter into a subservicing agreement with a successor subservicer that qualifies Servicing Criteria), 6.01(k) and 6.03 and Exhibit H of this Agreement to the same extent as if such Subservicer were the Servicer. The Servicer shall be responsible for obtaining from each Subservicer and delivering to the Trustee, the NIMS Insurer, the Master Servicer and the Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 7.04(a5.03(a), any reports on assessment of compliance and attestation required to be delivered by such Subservicer under Sections 5.02 and 5.04 and any certification required to be delivered under 5.03(b) to the Person that will be responsible for signing the Sarbanes Certification under Section 5.04 as and when required to be delivered hereunder. (c) The Servicer shall give prior written notice to the Master Servicer and the Depositor of the appointment of any Subcontractor and a written description (in form and substance satisfactory to the Master Servicer, the Servicer and the Depositor) of the role and function of each Subcontractor utilized by the Servicer or any Subservicer, specifying (A) the identity of each such Subcontractor, (B) which (if any) of such Subcontractors are Participating Entities, and (C) which elements of the servicing criteria set forth under Item 1122(d) of Regulation AB will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (B) of this paragraph. As a condition to the utilization of any Subcontractor determined to be a Participating Entity, the Servicer shall cause any such Subcontractor used by the Servicer (or by any Subservicer) for the benefit of the Trustee, the NIMS Insurer, the Master Servicer and the Depositor to comply with the provisions of Sections 4.02(c), 5.02, 5.04, 6.01(k) and 6.03 and Exhibit H 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 Trustee, the NIMS Insurer, the Master Servicer and the Depositor any assessment of compliance and attestation required to be delivered by such Subcontractor under Sections 5.02 and 5.04, in each case as and when required to be delivered. The Servicer acknowledges that a Subcontractor that performs services with respect to mortgage loans involved in this transaction in addition to the Mortgage Loans may be determined by the Depositor to be a Participating Entity on the basis of the aggregate balance of such mortgage loans, without regard to whether such Subcontractor would be a Participating Entity with respect to the Mortgage Loans viewed in isolation. The Servicer shall (A) respond as promptly as practicable to any good faith request by the Trustee, the Master Servicer or the Depositor for information regarding each Subcontractor and (B) cause each Subcontractor with respect to which the Trustee, the Master Servicer or the Depositor requests delivery of an assessment of compliance and accountants’ attestation to deliver such within the time required under Section 5.04. Notwithstanding any subservicing agreement or the provisions of this Agreement relating to agreements or arrangements between the Servicer and a subservicer Subservicer, Subcontractor or other third party or reference to actions taken through a subservicer Subservicer, a Subcontractor, another third party or otherwise, the Servicer shall remain obligated and primarily liable to the Trust Fund, the Trustee, the Master Servicer Servicer, the NIMS Insurer and the Certificateholders for the servicing and administering of the Mortgage Loans in accordance with the provisions hereof without diminution of such obligation or liability by virtue of such subservicing any subservicing, subcontracting or other agreements or arrangements or by virtue of indemnification from the subservicer a Subservicer, Subcontractor or a third party and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans, including with respect to compliance with Item 1122 of Regulation AB. The Servicer shall be entitled to enter into any agreement with a subservicer Subservicer, Subcontractor or a third party for indemnification of the Servicer by such subservicer Subservicer, Subcontractor or third party and nothing contained in this the Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Special Servicer may enter into subservicing agreements for shall not hire or otherwise utilize the services of any servicing and administration Subservicer to fulfill any of the Mortgage Loans obligations of the Special Servicer as special servicer under this Agreement unless the Special Servicer complies with any institution which the provisions of paragraph (b) of this Section 7.04 and the proposed Subservicer (i) is an institution which is an approved Xxxxxx Xxx or Xxxxxxx Mac Seller/Servicer as indicated in writing and (ii) which represents and warrants that it is in compliance with the laws of each state as necessary to enable it to perform its obligations under such subservicing agreement. For this purpose, subservicing The Special Servicer shall not be deemed hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to include outsourcing routine tasks hire or otherwise utilize the services of any Subcontractor, to third parties including, but not limited to, taxes, insurance, property inspection, reconveyance, collection or brokering REO Property. fulfill any of the obligations of the Special Servicer as special servicer under this Agreement unless the Special Servicer complies with the provisions of paragraph (c) of this Section 7.04. (b) The Special Servicer shall give prior written notice to the Trustee, the Master Servicer and the Trustee Depositor of the appointment of any subservicer Subservicer and shall furnish to the Trustee, Master Servicer Servicer, and the Depositor a copy of such any related subservicing agreement. For purposes of this Agreement, the Special Servicer shall be deemed to have received payments on Mortgage Loans immediately upon receipt by any subservicer Subservicer of such payments. Any such subservicing agreement shall be consistent with and not violate the provisions of this Agreement. Each subservicing agreement shall provide that a successor servicer Special Servicer shall have the option to terminate such agreement without payment of any fees if the predecessor servicer Special Servicer is terminated or resigns. . The Special Servicer shall cause any Subservicer used by the Special Servicer (bor by any Subservicer) The Servicer may terminate any subservicing agreement to which it is a party in accordance comply with the terms provisions of this Section 7.04 and conditions with Sections 4.02(d), 5.04, 5.05(a), 5.05(b), 5.06, 6.01(j) and 6.03 and Exhibit J of this Agreement to the same extent as if such subservicing agreement Subservicer were the Special Servicer. The Special Servicer shall be responsible for obtaining from each Subservicer and either itself directly service delivering to the related Mortgage Loans or enter into a subservicing agreement with a successor subservicer that qualifies Trustee, the Master Servicer and the Depositor any special servicer compliance statement required to be delivered by such Subservicer under Section 7.04(a5.05(a), any reports on assessment of compliance and attestation required to be delivered by such Subservicer under Sections 5.04 and 5.06 and any certification required to be delivered under 5.05(b) to the Person that will be responsible for signing the Sarbanes Certification under Section 5.06 as and when required to be delivered hereunder. (c) The Special Servicer shall give prior written notice to the Master Servicer and the Depositor of the appointment of any Subcontractor and 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 Special Servicer or any Subservicer, specifying (A) the identity of each such Subcontractor, (B) which (if any) of such Subcontractors are Participating Entities, and (C) which elements of the servicing criteria set forth under Item 1122(d) of Regulation AB will be addressed in assessments of compliance provided by each Subcontractor for which the Special Servicer does not elect to take responsibility for assessing compliance with the servicing criteria in accordance with Regulation AB Telephone Interpretation 17.06 identified pursuant to clause (B) of this paragraph. As a condition to the utilization of any Subcontractor determined to be a Participating Entity, the Special Servicer shall cause any such Subcontractor used by the Special Servicer (or by any Subservicer) for the benefit of the Trustee, the Master Servicer and the Depositor to comply with the provisions of Sections 4.02(d), 5.04, 5.06, 6.01(j) and 6.03 and Exhibit J of this Agreement to the same extent as if such Subcontractor were the Special Servicer. The Special Servicer shall be responsible for obtaining from each Subcontractor for which the Special Servicer does not elect to take responsibility for assessing compliance with the servicing criteria in accordance with Regulation AB Telephone Interpretation 17.06 and delivering to the Trustee, the Master Servicer and the Depositor any assessment of compliance and attestation required to be delivered by such Subcontractor under Sections 5.04 and 5.06, in each case as and when required to be delivered. The Special Servicer acknowledges that a Subservicer or Subcontractor that performs services with respect to mortgage loans involved in this transaction in addition to the Mortgage Loans may be determined by the Depositor to be a Participating Entity on the basis of the aggregate balance of such mortgage loans, without regard to whether such Subservicer or Subcontractor would be a Participating Entity with respect to the Mortgage Loans viewed in isolation. The Special Servicer shall (A) respond as promptly as practicable to any good faith request by the Trustee, the Master Servicer or the Depositor for information regarding each Subservicer and each Subcontractor and (B) cause each Subservicer and each Subcontractor with respect to which the Trustee, the Master Servicer or the Depositor requests delivery of an assessment of compliance and accountants’ attestation to deliver such within the time required under Section 5.06. Notwithstanding any subservicing agreement or the provisions of this Agreement relating to agreements or arrangements between the Special Servicer and a subservicer Subservicer, Subcontractor or other third party or reference to actions taken through a subservicer Subservicer, a Subcontractor, another third party or otherwise, the Special Servicer shall remain obligated and primarily liable to the Trust Fund, the Trustee, the Master Servicer and the Certificateholders for the servicing and administering of the Mortgage Loans in accordance with the provisions hereof without diminution of such obligation or liability by virtue of such subservicing any subservicing, subcontracting or other agreements or arrangements or by virtue of indemnification from the subservicer a Subservicer, Subcontractor or a third party and to the same extent and under the same terms and conditions as if the Special Servicer alone were servicing and administering the Mortgage Loans, including with respect to compliance with Item 1122 of Regulation AB. The Special Servicer shall be entitled to enter into any agreement with a subservicer Subservicer, Subcontractor or a third party for indemnification of the Special Servicer by such subservicer Subservicer, Subcontractor or third party and nothing contained in this the Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer may enter into subservicing agreements for any servicing and administration of the Mortgage Loans with any institution which (i) is an approved Xxxxxx Xxx or Xxxxxxx Mac Seller/Servicer and as indicated in writing, (ii) which represents and warrants that it is in compliance with the laws of each state as necessary to enable it to perform its obligations under such subservicing agreementagreement and (iii) which is acceptable to the NIMS Insurer. For this purpose, subservicing shall not be deemed to include outsourcing routine tasks to third parties includingthe use of a tax service, but not limited to, taxes, insurance, property inspection, or services for reconveyance, collection insurance or brokering REO PropertyProperty or the retention of third party contractors to perform certain servicing and loan administration functions, including without limitation, hazard insurance administration, tax payment and administration, flood certification and administration, collection services and similar functions. The Servicer shall give prior written notice to the Master Servicer and the Trustee NIMS Insurer of the appointment of any subservicer and shall furnish to the Master Servicer and the NIMS Insurer a copy of such subservicing agreement. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans immediately upon receipt by any subservicer of such payments. Any such subservicing agreement shall be acceptable to the NIMS Insurer and be consistent with and not violate the provisions of this Agreement. Each subservicing agreement shall provide that a successor servicer Servicer shall have the option to terminate such agreement without payment of any fees if the predecessor servicer Servicer is terminated or resigns. (b) The Servicer Servicer, with the prior written consent of the NIMS Insurer, may terminate any subservicing agreement to which it is a party in accordance with the terms and conditions of such subservicing agreement and either itself directly service the related Mortgage Loans or enter into a subservicing agreement with a successor subservicer that qualifies under Section 7.04(a). (c) Notwithstanding any subservicing agreement or the provisions of this Agreement relating to agreements or arrangements between the Servicer and a subservicer or reference to actions taken through a subservicer or otherwise, the Servicer shall remain obligated and primarily liable to the Trustee, Securities Administrator, the Master Servicer Servicer, the NIMS Insurer and the Certificateholders for the servicing and administering of the Mortgage Loans in accordance with the provisions hereof without diminution of such obligation or liability by virtue of such subservicing agreements or arrangements or by virtue of indemnification from the subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans. The Servicer shall be entitled to enter into any agreement with a subservicer for indemnification of the Servicer by such subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer may enter into subservicing agreements for shall not hire or otherwise utilize the services of any servicing and administration Subservicer to fulfill any of the Mortgage Loans obligations of the Servicer as servicer under this Agreement unless the Servicer complies with any institution which the provisions of paragraph (b) of this Section 7.04 and the proposed Subservicer (i) is an institution which is an approved Xxxxxx Xxx or Xxxxxxx Mac Seller/Servicer and as indicated in writing, (ii) which represents and warrants that it is in compliance with the laws of each state as necessary to enable it to perform its obligations under such subservicing agreementagreement and (iii) is acceptable to the NIMS Insurer. For this purpose, subservicing The Servicer shall not be deemed hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to include outsourcing routine tasks hire or otherwise utilize the services of any Subcontractor, to third parties including, but not limited to, taxes, insurance, property inspection, reconveyance, collection or brokering REO Property. fulfill any of the obligations of the Servicer as servicer under this Agreement unless the Servicer complies with the provisions of paragraph (c) of this Section 7.04. (b) The Servicer shall give prior written notice to the Trustee, the Master Servicer Servicer, the Depositor and the Trustee NIMS Insurer of the appointment of any subservicer Subservicer and shall furnish to the Trustee, Master Servicer Servicer, the Depositor and the NIMS Insurer a copy of such any related subservicing agreement. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans immediately upon receipt by any subservicer Subservicer of such payments. Any such subservicing agreement shall be consistent with and not violate the provisions of this Agreement. Each subservicing agreement shall provide that a successor servicer Servicer shall have the option to terminate such agreement without payment of any fees if the predecessor servicer Servicer is terminated or resigns. (b) . The Servicer may terminate shall cause any subservicing agreement Subservicer used by the Servicer (or by any Subservicer) to which it is a party in accordance comply with the terms provisions of this Section 7.04 and conditions with Sections 4.02(c), 5.04, 5.05(a), 5.05(b), 5.07 (and shall amend, with the consent of the parties hereto, Exhibit I to reflect such subservicing agreement Subservicer’s attestation of compliance with the Servicing Criteria), 6.01(l) and either itself directly service 6.03 of this Agreement to the related Mortgage Loans or enter into a subservicing agreement with a successor subservicer that qualifies same extent as if such Subservicer were the Servicer. The Servicer shall be responsible for obtaining from each Subservicer and delivering to the Trustee, the NIMS Insurer, the Master Servicer and the Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 7.04(a5.05(a), any reports on assessment of compliance and attestation required to be delivered by such Subservicer under Sections 5.04 and 5.07 and any certification required to be delivered under 5.05(b) to the Person that will be responsible for signing the Sarbanes Certification under Section 5.07 as and when required to be delivered hereunder. (c) The Servicer shall give prior written notice to the Master Servicer and the Depositor of the appointment of any Subcontractor and 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 or any Subservicer, specifying (A) the identity of each such Subcontractor, (B) which (if any) of such Subcontractors are Participating Entities, and (C) which elements of the servicing criteria set forth under Item 1122(d) of Regulation AB will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (B) of this paragraph. As a condition to the utilization of any Subcontractor determined to be a Participating Entity, the Servicer shall cause any such Subcontractor used by the Servicer (or by any Subservicer) for the benefit of the Trustee, the NIMS Insurer, the Master Servicer and the Depositor to comply with the provisions of Sections 4.02(c), 5.04, 5.07 (and shall amend, with the consent of the parties hereto, Exhibit I to reflect such Subcontractor’s attestation with the Servicing Criteria), 6.01(l) and 6.03 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 Trustee, the NIMS Insurer, the Master Servicer and the Depositor any assessment of compliance and attestation required to be delivered by such Subcontractor under Sections 5.04 and 5.07, in each case as and when required to be delivered. The Servicer acknowledges that a Subservicer or Subcontractor that performs services with respect to mortgage loans involved in this transaction in addition to the Mortgage Loans may be determined to be a Participating Entity on the basis of the aggregate balance of such mortgage loans (which quantitative determination may be made by the Depositor, the Trustee or the Master Servicer), without regard to whether such Subservicer or Subcontractor would be a Participating Entity with respect to the Mortgage Loans viewed in isolation. The Servicer shall (A) respond as promptly as practicable to any good faith request by the Trustee, the Master Servicer or the Depositor for information regarding each Subservicer and each Subcontractor and (B) cause each Subservicer and each Subcontractor with respect to which the Trustee, the Master Servicer or the Depositor requests delivery of an assessment of compliance and accountants’ attestation to deliver such within the time required under Section 5.07. Notwithstanding any subservicing agreement or the provisions of this Agreement relating to agreements or arrangements between the Servicer and a subservicer Subservicer, Subcontractor or other third party or reference to actions taken through a subservicer Subservicer, a Subcontractor, another third party or otherwise, the Servicer shall remain obligated and primarily liable to the Trust Fund, the Trustee, the Master Servicer Servicer, the NIMS Insurer and the Certificateholders for the servicing and administering of the Mortgage Loans in accordance with the provisions hereof without diminution of such obligation or liability by virtue of such subservicing any subservicing, subcontracting or other agreements or arrangements or by virtue of indemnification from the subservicer a Subservicer, Subcontractor or a third party and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans, including with respect to compliance with Item 1122 of Regulation AB. The Servicer shall be entitled to enter into any agreement with a subservicer Subservicer, Subcontractor or a third party for indemnification of the Servicer by such subservicer Subservicer, Subcontractor or third party and nothing contained in this the Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer may enter into subservicing agreements for shall not hire or otherwise utilize the services of any servicing and administration Subservicer to fulfill any of the Mortgage Loans obligations of the Servicer as servicer under this Agreement unless the Servicer complies with any institution which the provisions of paragraph (b) of this Section 7.04 and the proposed Subservicer (i) is an institution which is an approved Xxxxxx Xxx or Xxxxxxx Mac Seller/Servicer and as indicated in writing (ii) which represents and warrants that it is in compliance with the laws of each state as necessary to enable it to perform its obligations under such subservicing agreementagreement and (iii) is acceptable to the NIMS Insurer. For this purpose, subservicing The Servicer shall not be deemed hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to include outsourcing routine tasks hire or otherwise utilize the services of any Subcontractor, to third parties including, but not limited to, taxes, insurance, property inspection, reconveyance, collection or brokering REO Property. fulfill any of the obligations of the Servicer as servicer under this Agreement unless the Servicer complies with the provisions of paragraph (c) of this Section 7.04. (b) The Servicer shall give prior written notice to the Trustee, the Master Servicer Servicer, the Securities Administrator, the NIMS Insurer and the Trustee Depositor of the appointment of any subservicer Subservicer and shall furnish to the Trustee, Master Servicer Servicer, the Securities Administrator, the NIMS Insurer and the Depositor a copy of such any related subservicing agreement. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans immediately upon receipt by any subservicer Subservicer of such payments. Any such subservicing agreement shall be acceptable to the NIMS Insurer and be consistent with and not violate the provisions of this Agreement. Each subservicing agreement shall provide that a successor servicer Servicer shall have the option to terminate such agreement without payment of any fees if the predecessor servicer Servicer is terminated or resigns. (b) . The Servicer may terminate shall cause any subservicing agreement Subservicer used by the Servicer (or by any Subservicer) to which it is a party in accordance comply with the terms provisions of this Section 7.04 and conditions with Sections 4.02(c), 5.02, 5.03(a), 5.03(b), 5.04, 6.01(j) and 6.03 and Exhibit H of this Agreement to the same extent as if such subservicing agreement Subservicer were the Servicer. The Servicer shall be responsible for obtaining from each Subservicer and either itself directly service delivering to the related Mortgage Loans or enter into a subservicing agreement with a successor subservicer that qualifies Trustee, the Master Servicer, the Securities Administrator, the NIMS Insurer and the Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 7.04(a5.03(a), any reports on assessment of compliance and attestation required to be delivered by such Subservicer under Sections 5.02 and 5.04 and any certification required to be delivered under 5.03(b) to the Person that will be responsible for signing the Sarbanes Certification under Section 5.04 as and when required to be delivered hereunder. (c) The Servicer shall give prior written notice to the Master Servicer and the Depositor of the appointment of any Subcontractor and a written description (in form and substance satisfactory to the Master Servicer, the Servicer and the Depositor) of the role and function of each Subcontractor utilized by the Servicer or any Subservicer, specifying (A) the identity of each such Subcontractor, (B) which (if any) of such Subcontractors are Participating Entities, and (C) which elements of the servicing criteria set forth under Item 1122(d) of Regulation AB will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (B) of this paragraph. As a condition to the utilization of any Subcontractor determined to be a Participating Entity, the Servicer shall cause any such Subcontractor used by the Servicer (or by any Subservicer) for the benefit of the Trustee, the NIMS Insurer, the Securities Administrator, the Master Servicer and the Depositor to comply with the provisions of Sections 4.02(c), 5.02, 5.04, 6.01(j) and 6.03 and Exhibit H 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 Trustee, the NIMS Insurer, the Securities Administrator, the Master Servicer and the Depositor any assessment of compliance and attestation required to be delivered by such Subcontractor under Sections 5.02 and 5.04, in each case as and when required to be delivered. The Servicer acknowledges that a Subservicer or Subcontractor that performs services with respect to mortgage loans involved in this transaction in addition to the Mortgage Loans may be determined by the Depositor to be a Participating Entity on the basis of the aggregate balance of such mortgage loans, without regard to whether such Subservicer or Subcontractor would be a Participating Entity with respect to the Mortgage Loans viewed in isolation. The Servicer shall (A) respond as promptly as practicable to any good faith request by the Trustee, the Master Servicer or the Depositor for information regarding each Subservicer and each Subcontractor and (B) cause each Subservicer and each Subcontractor with respect to which the Trustee, the Master Servicer or the Depositor requests delivery of an assessment of compliance and accountants’ attestation to deliver such within the time required under Section 5.04. Notwithstanding any subservicing agreement or the provisions of this Agreement relating to agreements or arrangements between the Servicer and a subservicer Subservicer, Subcontractor or other third party or reference to actions taken through a subservicer Subservicer, a Subcontractor, another third party or otherwise, the Servicer shall remain obligated and primarily liable to the Trust Fund, the Trustee, the Securities Administrator, the NIMS Insurer, the Master Servicer and the Certificateholders for the servicing and administering of the Mortgage Loans in accordance with the provisions hereof without diminution of such obligation or liability by virtue of such subservicing any subservicing, subcontracting or other agreements or arrangements or by virtue of indemnification from the subservicer a Subservicer, Subcontractor or a third party and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans, including with respect to compliance with Item 1122 of Regulation AB. The Servicer shall be entitled to enter into any agreement with a subservicer Subservicer, Subcontractor or a third party for indemnification of the Servicer by such subservicer Subservicer, Subcontractor or third party and nothing contained in this the Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer may enter into subservicing agreements for shall not hire or otherwise utilize the services of any servicing and administration Subservicer to fulfill any of the Mortgage Loans obligations of the Servicer as servicer under this Agreement unless the Servicer complies with any institution which the provisions of paragraph (b) of this Section 7.04 and the proposed Subservicer (i) is an institution which is an approved Xxxxxx Xxx Fxxxxx Mxx or Xxxxxxx Fxxxxxx Mac Seller/Servicer and as indicated in writing, (ii) which represents and warrants that it is in compliance with the laws of each state as necessary to enable it to perform its obligations under such subservicing agreementagreement and (iii) is acceptable to the NIMS Insurer. For this purpose, subservicing The Servicer shall not be deemed hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to include outsourcing routine tasks hire or otherwise utilize the services of any Subcontractor, to third parties including, but not limited to, taxes, insurance, property inspection, reconveyance, collection or brokering REO Property. fulfill any of the obligations of the Servicer as servicer under this Agreement unless the Servicer complies with the provisions of paragraph (c) of this Section 7.04. (b) The Servicer shall give prior written notice to the Trustee, the Master Servicer Servicer, the Securities Administrator, the Depositor and the Trustee NIMS Insurer of the appointment of any subservicer Subservicer and shall furnish to the Trustee, Master Servicer Servicer, the Securities Administrator, the Depositor and the NIMS Insurer a copy of such any related subservicing agreement. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans immediately upon receipt by any subservicer Subservicer of such payments. Any such subservicing agreement shall be acceptable to the NIMS Insurer and be consistent with and not violate the provisions of this Agreement. Each subservicing agreement shall provide that a successor servicer Servicer shall have the option to terminate such agreement without payment of any fees if the predecessor servicer Servicer is terminated or resigns. (b) . The Servicer may terminate shall cause any subservicing agreement Subservicer used by the Servicer (or by any Subservicer) to which it is a party in accordance comply with the terms provisions of this Section 7.04 and conditions with Sections 4.02(c), 5.02, 5.03(a), 5.03(b), 5.04 (and shall amend, with the consent of the parties hereto, Exhibit H to reflect such subservicing agreement Subservicer's assessment and either itself directly service attestation of compliance with the related Mortgage Loans or enter into a subservicing agreement with a successor subservicer that qualifies Servicing Criteria), 6.01(k) and 6.03 and Exhibit H of this Agreement to the same extent as if such Subservicer were the Servicer. The Servicer shall be responsible for obtaining from each Subservicer and delivering to the Trustee, the NIMS Insurer, the Master Servicer, the Securities Administrator and the Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 7.04(a5.03(a), any reports on assessment of compliance and attestation required to be delivered by such Subservicer under Sections 5.02 and 5.04 and any certification required to be delivered under 5.03(b) to the Person that will be responsible for signing the Sarbanes Certification under Section 5.04 as and when required to be delivered hereunder. (c) The Servicer shall give written notice to the Master Servicer, the Securities Administrator and the Depositor of the appointment of any Subcontractor and 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 or any Subservicer, specifying (A) the identity of each such Subcontractor, (B) which (if any) of such Subcontractors are Participating Entities, and (C) which elements of the servicing criteria set forth under Item 1122(d) of Regulation AB will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (B) of this paragraph. 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 the Servicer (or by any Subservicer) for the benefit of the Trustee, the NIMS Insurer, the Securities Administrator, the Master Servicer and the Depositor to comply with the provisions of Sections 4.02(c), 5.02, 5.04, 6.01(k) and 6.03 and Exhibit H 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 Trustee, the NIMS Insurer, the Securities Administrator, the Master Servicer and the Depositor any assessment of compliance and attestation required to be delivered by such Subcontractor under Sections 5.02 and 5.04, in each case as and when required to be delivered. The Servicer acknowledges that a Subservicer or Subcontractor that performs services with respect to mortgage loans involved in this transaction in addition to the Mortgage Loans may be determined by the Depositor to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB on the basis of the aggregate balance of such mortgage loans, without regard to whether such Subservicer or Subcontractor would be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB with respect to the Mortgage Loans viewed in isolation. In connection with complying with the requirements set forth in the previous sentence, the Servicer shall (A) respond as promptly as practicable to any good faith request by the Trustee, the Master Servicer or the Depositor for information regarding each Subservicer and each Subcontractor and (B) cause each Subservicer and each Subcontractor with respect to which the Trustee, the Master Servicer or the Depositor requests delivery of an assessment of compliance and accountants’ attestation to deliver such within the time required under Section 5.04. (d) Notwithstanding any subservicing agreement or the provisions of this Agreement relating to agreements or arrangements between the Servicer and a subservicer Subservicer, Subcontractor or other third party or reference to actions taken through a subservicer Subservicer, a Subcontractor, another third party or otherwise, the Servicer shall remain obligated and primarily liable to the Trust Fund, the Trustee, the Securities Administrator, the Master Servicer Servicer, the NIMS Insurer and the Certificateholders for the servicing and administering of the Mortgage Loans in accordance with the provisions hereof without diminution of such obligation or liability by virtue of such subservicing any subservicing, subcontracting or other agreements or arrangements or by virtue of indemnification from the subservicer a Subservicer, Subcontractor or a third party and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans, including with respect to compliance with Item 1122 of Regulation AB. The Servicer shall be entitled to enter into any agreement with a subservicer Subservicer, Subcontractor or a third party for indemnification of the Servicer by such subservicer Subservicer, Subcontractor or third party and nothing contained in this the Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer may enter into subservicing agreements for shall not hire or otherwise utilize the services of any servicing and administration Subservicer to fulfill any of the Mortgage Loans obligations of the Servicer as servicer under this Agreement unless the Servicer complies with any institution which the provisions of paragraph (b) of this Section 7.04 and the proposed Subservicer (i) is an institution which is an approved Xxxxxx Xxx or Xxxxxxx Mac Seller/Servicer and as indicated in writing, (ii) which represents and warrants that it is in compliance with the laws of each state as necessary to enable it to perform its obligations under such subservicing agreementagreement and (iii) is acceptable to the NIMS Insurer. For this purpose, subservicing The Servicer shall not be deemed hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to include outsourcing routine tasks hire or otherwise utilize the services of any Subcontractor, to third parties including, but not limited to, taxes, insurance, property inspection, reconveyance, collection or brokering REO Property. fulfill any of the obligations of the Servicer as servicer under this Agreement unless the Servicer complies with the provisions of paragraph (c) of this Section 7.04. (b) The Servicer shall give prior written notice to the Trustee, the Master Servicer Servicer, the Depositor and the Trustee NIMS Insurer of the appointment of any subservicer and shall furnish to the Master Servicer a copy of such subservicing agreementSubservicer. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans immediately upon receipt by any subservicer Subservicer of such payments. Any such subservicing agreement shall be consistent with and not violate the provisions of this Agreement. Each subservicing agreement shall provide that a successor servicer Servicer shall have the option to terminate such agreement without payment of any fees if the predecessor servicer Servicer is terminated or resigns. (b) . The Servicer may terminate shall cause any subservicing agreement Subservicer used by the Servicer (or by any Subservicer) to which it is a party in accordance comply with the terms provisions of this Section 7.04 and conditions with Sections 4.02(c), 5.04, 5.05(a), 5.05(b), 5.07 (and shall amend, with the consent of the parties hereto, Exhibit I to reflect such subservicing agreement Subservicer’s assessment and either itself directly service attestation of compliance with the related Mortgage Loans or enter into a subservicing agreement with a successor subservicer that qualifies Servicing Criteria), 6.01(k) and 6.03 and Exhibit I of this Agreement to the same extent as if such Subservicer were the Servicer. The Servicer shall be responsible for obtaining from each Subservicer and delivering to the Trustee, the NIMS Insurer, the Master Servicer and the Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 7.04(a5.05(a), any reports on assessment of compliance and attestation required to be delivered by such Subservicer under Sections 5.04 and 5.07 and any certification required to be delivered under 5.05(b) to the Person that will be responsible for signing the Sarbanes Certification under Section 5.07 as and when required to be delivered hereunder. (c) The Servicer shall give notice to the Master Servicer and the Depositor of the appointment of any Subcontractor and 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 or any Subservicer, specifying (A) the identity of each such Subcontractor, (B) which (if any) of such Subcontractors are Participating Entities, and (C) which elements of the servicing criteria set forth under Item 1122(d) of Regulation AB will be addressed in assessments of compliance provided by each Subcontractor for which the Servicer does not elect to take responsibility for assessing compliance with the servicing criteria in accordance with Regulation AB Telephone Interpretation 17.06 identified pursuant to clause (B) of this paragraph. As a condition to the utilization of any Subcontractor determined to be a Participating Entity, the Servicer shall cause any such Subcontractor used by the Servicer (or by any Subservicer) for the benefit of the Trustee, the NIMS Insurer, the Master Servicer and the Depositor to comply with the provisions of Sections 4.02(c), 5.04, 5.07, 6.01(k) and 6.03 and Exhibit I of this Agreement to the same extent as if such Subcontractor were the Servicer. The Servicer shall be responsible for obtaining from each Subcontractor for which the Servicer does not elect to take responsibility for assessing compliance with the servicing criteria in accordance with Regulation AB Telephone Interpretation 17.06 and delivering to the Trustee, the NIMS Insurer, the Master Servicer and the Depositor any assessment of compliance and attestation required to be delivered by such Subcontractor under Sections 5.04 and 5.07, in each case as and when required to be delivered. The Servicer acknowledges that a Subservicer or Subcontractor that performs services with respect to mortgage loans involved in this transaction in addition to the Mortgage Loans may be determined to be a Participating Entity on the basis of the aggregate balance of such mortgage loans (which quantitative determination may be made by the Depositor, the Trustee or the Master Servicer), without regard to whether such Subservicer or Subcontractor would be a Participating Entity with respect to the Mortgage Loans viewed in isolation. The Servicer shall (A) respond as promptly as practicable to any good faith request by the Trustee, the Master Servicer or the Depositor for information regarding each Subservicer and each Subcontractor and (B) cause each Subservicer and each Subcontractor with respect to which the Trustee, the Master Servicer or the Depositor requests delivery of an assessment of compliance and accountants’ attestation to deliver such within the time required under Section 5.07. Notwithstanding any subservicing agreement or the provisions of this Agreement relating to agreements or arrangements between the Servicer and a subservicer Subservicer, Subcontractor or other third party or reference to actions taken through a subservicer Subservicer, a Subcontractor, another third party or otherwise, the Servicer shall remain obligated and primarily liable to the Trust Fund, the Trustee, the Master Servicer Servicer, the NIMS Insurer and the Certificateholders for the servicing and administering of the Mortgage Loans in accordance with the provisions hereof without diminution of such obligation or liability by virtue of such subservicing any subservicing, subcontracting or other agreements or arrangements or by virtue of indemnification from the subservicer a Subservicer, Subcontractor or a third party and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans, including with respect to compliance with Item 1122 of Regulation AB. The Servicer shall be entitled to enter into any agreement with a subservicer Subservicer, Subcontractor or a third party for indemnification of the Servicer by such subservicer Subservicer, Subcontractor or third party and nothing contained in this the Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer may enter into subservicing agreements for shall not hire or otherwise utilize the services of any servicing and administration Subservicer to fulfill any of the Mortgage Loans obligations of the Servicer as servicer under this Agreement unless the Servicer complies with any institution which the provisions of paragraph (b) of this Section 7.04 and the proposed Subservicer (i) is an institution which is an approved Xxxxxx Xxx Fxxxxx Mxx or Xxxxxxx Fxxxxxx Mac Seller/Servicer and as indicated in writing, (ii) which represents and warrants that it is in compliance with the laws of each state as necessary to enable it to perform its obligations under such subservicing agreementagreement and (iii) is acceptable to the NIMS Insurer. For this purpose, subservicing The Servicer shall not be deemed hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to include outsourcing routine tasks hire or otherwise utilize the services of any Subcontractor, to third parties including, but not limited to, taxes, insurance, property inspection, reconveyance, collection or brokering REO Property. fulfill any of the obligations of the Servicer as servicer under this Agreement unless the Servicer complies with the provisions of paragraph (c) of this Section 7.04. (b) The Servicer shall give prior written notice to the Trustee, the Master Servicer Servicer, the Depositor and the Trustee NIMS Insurer of the appointment of any subservicer Subservicer and shall furnish to the Trustee, Master Servicer Servicer, the Depositor and the NIMS Insurer a copy of such any related subservicing agreement. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans immediately upon receipt by any subservicer Subservicer of such payments. Any such subservicing agreement shall be acceptable to the NIMS Insurer and be consistent with and not violate the provisions of this Agreement. Each subservicing agreement shall provide that a successor servicer Servicer shall have the option to terminate such agreement without payment of any fees if the predecessor servicer Servicer is terminated or resigns. (b) . The Servicer may terminate shall cause any subservicing agreement Subservicer used by the Servicer (or by any Subservicer) to which it is a party in accordance comply with the terms provisions of this Section 7.04 and conditions with Sections 4.02(c), 5.02, 5.03(a), 5.03(b), 5.04, 6.01(k) and 6.03 and Exhibit H of this Agreement to the same extent as if such subservicing agreement Subservicer were the Servicer. The Servicer shall be responsible for obtaining from each Subservicer and either itself directly service delivering to the related Mortgage Loans or enter into a subservicing agreement with a successor subservicer that qualifies Trustee, the NIMS Insurer, the Master Servicer and the Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 7.04(a5.03(a), any reports on assessment of compliance and attestation required to be delivered by such Subservicer under Sections 5.02 and 5.04 and any certification required to be delivered under 5.03(b) to the Person that will be responsible for signing the Sarbanes Certification under Section 5.04 as and when required to be delivered hereunder. (c) The Servicer shall give prior written notice to the Master Servicer and the Depositor of the appointment of any Subcontractor and a written description (in form and substance satisfactory to the Master Servicer, the Servicer and the Depositor) of the role and function of each Subcontractor utilized by the Servicer or any Subservicer, specifying (A) the identity of each such Subcontractor, (B) which (if any) of such Subcontractors are Participating Entities, and (C) which elements of the servicing criteria set forth under Item 1122(d) of Regulation AB will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (B) of this paragraph. As a condition to the utilization of any Subcontractor determined to be a Participating Entity, the Servicer shall cause any such Subcontractor used by the Servicer (or by any Subservicer) for the benefit of the Trustee, the NIMS Insurer, the Master Servicer and the Depositor to comply with the provisions of Sections 4.02(c), 5.02, 5.04, 6.01(k) and 6.03 and Exhibit H 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 Trustee, the NIMS Insurer, the Master Servicer and the Depositor any assessment of compliance and attestation required to be delivered by such Subcontractor under Sections 5.02 and 5.04, in each case as and when required to be delivered. The Servicer acknowledges that a Subcontractor that performs services with respect to mortgage loans involved in this transaction in addition to the Mortgage Loans may be determined by the Depositor to be a Participating Entity on the basis of the aggregate balance of such mortgage loans, without regard to whether such Subcontractor would be a Participating Entity with respect to the Mortgage Loans viewed in isolation. The Servicer shall (A) respond as promptly as practicable to any good faith request by the Trustee, the Master Servicer or the Depositor for information regarding each Subcontractor and (B) cause each Subcontractor with respect to which the Trustee, the Master Servicer or the Depositor requests delivery of an assessment of compliance and accountants’ attestation to deliver such within the time required under Section 5.04. Notwithstanding any subservicing agreement or the provisions of this Agreement relating to agreements or arrangements between the Servicer and a subservicer Subservicer, Subcontractor or other third party or reference to actions taken through a subservicer Subservicer, a Subcontractor, another third party or otherwise, the Servicer shall remain obligated and primarily liable to the Trust Fund, the Trustee, the Master Servicer Servicer, the NIMS Insurer and the Certificateholders for the servicing and administering of the Mortgage Loans in accordance with the provisions hereof without diminution of such obligation or liability by virtue of such subservicing any subservicing, subcontracting or other agreements or arrangements or by virtue of indemnification from the subservicer a Subservicer, Subcontractor or a third party and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans, including with respect to compliance with Item 1122 of Regulation AB. The Servicer shall be entitled to enter into any agreement with a subservicer Subservicer, Subcontractor or a third party for indemnification of the Servicer by such subservicer Subservicer, Subcontractor or third party and nothing contained in this the Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Special Servicer may enter into subservicing agreements for shall not hire or otherwise utilize the services of any servicing and administration Subservicer to fulfill any of the Mortgage Loans obligations of the Special Servicer as special servicer under this Agreement unless the Special Servicer complies with any institution which the provisions of paragraph (b) of this Section 7.04 and the proposed Subservicer (i) is an institution which is an approved Xxxxxx Xxx Fxxxxx Mxx or Xxxxxxx Fxxxxxx Mac Seller/Servicer as indicated in writing and (ii) which represents and warrants that it is in compliance with the laws of each state as necessary to enable it to perform its obligations under such subservicing agreement. For this purpose, subservicing The Special Servicer shall not be deemed hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to include outsourcing routine tasks hire or otherwise utilize the services of any Subcontractor, to third parties including, but not limited to, taxes, insurance, property inspection, reconveyance, collection or brokering REO Property. fulfill any of the obligations of the Special Servicer as special servicer under this Agreement unless the Special Servicer complies with the provisions of paragraph (c) of this Section 7.04. (b) The Special Servicer shall give prior written notice to the Trustee, the Master Servicer and the Trustee Depositor of the appointment of any subservicer Subservicer and shall furnish to the Trustee, Master Servicer Servicer, and the Depositor a copy of such any related subservicing agreement. For purposes of this Agreement, the Special Servicer shall be deemed to have received payments on Mortgage Loans immediately upon receipt by any subservicer Subservicer of such payments. Any such subservicing agreement shall be consistent with and not violate the provisions of this Agreement. Each subservicing agreement shall provide that a successor servicer Special Servicer shall have the option to terminate such agreement without payment of any fees if the predecessor servicer Special Servicer is terminated or resigns. . The Special Servicer shall cause any Subservicer used by the Special Servicer (bor by any Subservicer) The Servicer may terminate any subservicing agreement to which it is a party in accordance comply with the terms provisions of this Section 7.04 and conditions with Sections 4.02(d), 5.04, 5.05(a), 5.05(b), 5.06, 6.01(j) and 6.03 and Exhibit J of this Agreement to the same extent as if such subservicing agreement Subservicer were the Special Servicer. The Special Servicer shall be responsible for obtaining from each Subservicer and either itself directly service delivering to the related Mortgage Loans or enter into a subservicing agreement with a successor subservicer that qualifies Trustee, the Master Servicer and the Depositor any special servicer compliance statement required to be delivered by such Subservicer under Section 7.04(a5.05(a), any reports on assessment of compliance and attestation required to be delivered by such Subservicer under Sections 5.04 and 5.06 and any certification required to be delivered under 5.05(b) to the Person that will be responsible for signing the Sarbanes Certification under Section 5.06 as and when required to be delivered hereunder. (c) The Special Servicer shall give prior written notice to the Master Servicer and the Depositor of the appointment of any Subcontractor and 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 Special Servicer or any Subservicer, specifying (A) the identity of each such Subcontractor, (B) which (if any) of such Subcontractors are Participating Entities, and (C) which elements of the servicing criteria set forth under Item 1122(d) of Regulation AB will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (B) of this paragraph. As a condition to the utilization of any Subcontractor determined to be a Participating Entity, the Special Servicer shall cause any such Subcontractor used by the Special Servicer (or by any Subservicer) for the benefit of the Trustee, the Master Servicer and the Depositor to comply with the provisions of Sections 4.02(d), 5.04, 5.06, 6.01(j) and 6.03 and Exhibit J of this Agreement to the same extent as if such Subcontractor were the Special Servicer. The Special Servicer shall be responsible for obtaining from each Subcontractor and delivering to the Trustee, the Master Servicer and the Depositor any assessment of compliance and attestation required to be delivered by such Subcontractor under Sections 5.04 and 5.06, in each case as and when required to be delivered. The Special Servicer acknowledges that a Subservicer or Subcontractor that performs services with respect to mortgage loans involved in this transaction in addition to the Mortgage Loans may be determined by the Depositor to be a Participating Entity on the basis of the aggregate balance of such mortgage loans, without regard to whether such Subservicer or Subcontractor would be a Participating Entity with respect to the Mortgage Loans viewed in isolation. The Special Servicer shall (A) respond as promptly as practicable to any good faith request by the Trustee, the Master Servicer or the Depositor for information regarding each Subservicer and each Subcontractor and (B) cause each Subservicer and each Subcontractor with respect to which the Trustee, the Master Servicer or the Depositor requests delivery of an assessment of compliance and accountants’ attestation to deliver such within the time required under Section 5.06. Notwithstanding any subservicing agreement or the provisions of this Agreement relating to agreements or arrangements between the Special Servicer and a subservicer Subservicer, Subcontractor or other third party or reference to actions taken through a subservicer Subservicer, a Subcontractor, another third party or otherwise, the Special Servicer shall remain obligated and primarily liable to the Trust Fund, the Trustee, the Master Servicer and the Certificateholders for the servicing and administering of the Mortgage Loans in accordance with the provisions hereof without diminution of such obligation or liability by virtue of such subservicing any subservicing, subcontracting or other agreements or arrangements or by virtue of indemnification from the subservicer a Subservicer, Subcontractor or a third party and to the same extent and under the same terms and conditions as if the Special Servicer alone were servicing and administering the Mortgage Loans, including with respect to compliance with Item 1122 of Regulation AB. The Special Servicer shall be entitled to enter into any agreement with a subservicer Subservicer, Subcontractor or a third party for indemnification of the Special Servicer by such subservicer Subservicer, Subcontractor or third party and nothing contained in this the Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Special Servicer may enter into subservicing agreements for shall not hire or otherwise utilize the services of any servicing and administration Subservicer to fulfill any of the Mortgage Loans obligations of the Special Servicer as special servicer under this Agreement unless the Special Servicer complies with any institution which the provisions of paragraph (b) of this Section 7.04 and the proposed Subservicer (i) is an institution which is an approved Xxxxxx Xxx Fxxxxx Mxx or Xxxxxxx Fxxxxxx Mac Seller/Servicer as indicated in writing and (ii) which represents and warrants that it is in compliance with the laws of each state as necessary to enable it to perform its obligations under such subservicing agreement. For this purpose, subservicing The Special Servicer shall not be deemed hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to include outsourcing routine tasks hire or otherwise utilize the services of any Subcontractor, to third parties including, but not limited to, taxes, insurance, property inspection, reconveyance, collection or brokering REO Property. fulfill any of the obligations of the Special Servicer as special servicer under this Agreement unless the Special Servicer complies with the provisions of paragraph (c) of this Section 7.04. (b) The Special Servicer shall give prior written notice to the Trustee, the Master Servicer and the Trustee Depositor of the appointment of any subservicer Subservicer and shall furnish to the Trustee, Master Servicer Servicer, and the Depositor a copy of such any related subservicing agreement. For purposes of this Agreement, the Special Servicer shall be deemed to have received payments on Mortgage Loans immediately upon receipt by any subservicer Subservicer of such payments. Any such subservicing agreement shall be consistent with and not violate the provisions of this Agreement. Each subservicing agreement shall provide that a successor servicer Special Servicer shall have the option to terminate such agreement without payment of any fees if the predecessor servicer Special Servicer is terminated or resigns. . The Special Servicer shall cause any Subservicer used by the Special Servicer (bor by any Subservicer) The Servicer may terminate any subservicing agreement to which it is a party in accordance comply with the terms provisions of this Section 7.04 and conditions with Sections 4.02(d), 5.04, 5.05(a), 5.05(b), 5.06, 6.01(j) and 6.03 and Exhibit J of this Agreement to the same extent as if such subservicing agreement Subservicer were the Special Servicer. The Special Servicer shall be responsible for obtaining from each Subservicer and either itself directly service delivering to the related Mortgage Loans or enter into a subservicing agreement with a successor subservicer that qualifies Trustee, the Master Servicer and the Depositor any special servicer compliance statement required to be delivered by such Subservicer under Section 7.04(a5.05(a), any reports on assessment of compliance and attestation required to be delivered by such Subservicer under Sections 5.04 and 5.06 and any certification required to be delivered under 5.05(b) to the Person that will be responsible for signing the Sarbanes Certification under Section 5.06 as and when required to be delivered hereunder. (c) The Special Servicer shall give prior written notice to the Master Servicer and the Depositor of the appointment of any Subcontractor and 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 Special Servicer or any Subservicer, specifying (A) the identity of each such Subcontractor, (B) which (if any) of such Subcontractors are Participating Entities, and (C) which elements of the servicing criteria set forth under Item 1122(d) of Regulation AB will be addressed in assessments of compliance provided by each Subcontractor for which the Special Servicer does not elect to take responsibility for assessing compliance with the servicing criteria in accordance with Regulation AB Telephone Interpretation 17.06 identified pursuant to clause (B) of this paragraph. As a condition to the utilization of any Subcontractor determined to be a Participating Entity, the Special Servicer shall cause any such Subcontractor used by the Special Servicer (or by any Subservicer) for the benefit of the Trustee, the Master Servicer and the Depositor to comply with the provisions of Sections 4.02(d), 5.04, 5.06, 6.01(j) and 6.03 and Exhibit J of this Agreement to the same extent as if such Subcontractor were the Special Servicer. The Special Servicer shall be responsible for obtaining from each Subcontractor for which the Special Servicer does not elect to take responsibility for assessing compliance with the servicing criteria in accordance with Regulation AB Telephone Interpretation 17.06 and delivering to the Trustee, the Master Servicer and the Depositor any assessment of compliance and attestation required to be delivered by such Subcontractor under Sections 5.04 and 5.06, in each case as and when required to be delivered. The Special Servicer acknowledges that a Subservicer or Subcontractor that performs services with respect to mortgage loans involved in this transaction in addition to the Mortgage Loans may be determined by the Depositor to be a Participating Entity on the basis of the aggregate balance of such mortgage loans, without regard to whether such Subservicer or Subcontractor would be a Participating Entity with respect to the Mortgage Loans viewed in isolation. The Special Servicer shall (A) respond as promptly as practicable to any good faith request by the Trustee, the Master Servicer or the Depositor for information regarding each Subservicer and each Subcontractor and (B) cause each Subservicer and each Subcontractor with respect to which the Trustee, the Master Servicer or the Depositor requests delivery of an assessment of compliance and accountants’ attestation to deliver such within the time required under Section 5.06. Notwithstanding any subservicing agreement or the provisions of this Agreement relating to agreements or arrangements between the Special Servicer and a subservicer Subservicer, Subcontractor or other third party or reference to actions taken through a subservicer Subservicer, a Subcontractor, another third party or otherwise, the Special Servicer shall remain obligated and primarily liable to the Trust Fund, the Trustee, the Master Servicer and the Certificateholders for the servicing and administering of the Mortgage Loans in accordance with the provisions hereof without diminution of such obligation or liability by virtue of such subservicing any subservicing, subcontracting or other agreements or arrangements or by virtue of indemnification from the subservicer a Subservicer, Subcontractor or a third party and to the same extent and under the same terms and conditions as if the Special Servicer alone were servicing and administering the Mortgage Loans, including with respect to compliance with Item 1122 of Regulation AB. The Special Servicer shall be entitled to enter into any agreement with a subservicer Subservicer, Subcontractor or a third party for indemnification of the Special Servicer by such subservicer Subservicer, Subcontractor or third party and nothing contained in this the Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer may enter into subservicing agreements for shall not hire or otherwise utilize the services of any servicing and administration Subservicer to fulfill any of the Mortgage Loans obligations of the Servicer as servicer under this Agreement unless the Servicer complies with any institution which the provisions of paragraph (b) of this Section 7.04 and the proposed Subservicer (i) is an institution which is an approved Xxxxxx Xxx Fxxxxx Mxx or Xxxxxxx Fxxxxxx Mac Seller/Servicer as indicated in writing and (ii) which represents and warrants that it is in compliance with the laws of each state as necessary to enable it to perform its obligations under such subservicing agreement. For this purpose, subservicing The Servicer shall not be deemed hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to include outsourcing routine tasks hire or otherwise utilize the services of any Subcontractor, to third parties including, but not limited to, taxes, insurance, property inspection, reconveyance, collection or brokering REO Property. fulfill any of the obligations of the Servicer as servicer under this Agreement unless the Servicer complies with the provisions of paragraph (c) of this Section 7.04. (b) The Servicer shall give prior written notice to the Trustee, the Master Servicer and the Trustee Depositor of the appointment of any subservicer Subservicer and shall furnish to the Trustee, the Master Servicer and the Depositor a copy of such any related subservicing agreement. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans immediately upon receipt by any subservicer Subservicer of such payments. Any such subservicing agreement shall be consistent with and not violate the provisions of this Agreement. Each subservicing agreement shall provide that a successor servicer Servicer shall have the option to terminate such agreement without payment of any fees if the predecessor servicer Servicer is terminated or resigns. (b) . The Servicer may terminate shall cause any subservicing agreement Subservicer used by the Servicer (or by any Subservicer) to which it is a party in accordance comply with the terms provisions of this Section 7.04 and conditions with Sections 4.02(c), 5.02, 5.03(a), 5.03(b), 5.04, 6.01(k) and 6.03 and Exhibit H of this Agreement to the same extent as if such subservicing agreement Subservicer were the Servicer. The Servicer shall be responsible for obtaining from each Subservicer and either itself directly service delivering to the related Mortgage Loans or enter into a subservicing agreement with a successor subservicer that qualifies Trustee, the Master Servicer and the Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 7.04(a5.03(a), any reports on assessment of compliance and attestation required to be delivered by such Subservicer under Sections 5.02 and 5.04 and any certification required to be delivered under 5.03(b) to the Person that will be responsible for signing the Sarbanes Certification under Section 5.04 as and when required to be delivered hereunder. (c) On or prior to March 15th of each year, beginning in 2008, the Servicer shall provide written notice to the Master Servicer and the Depositor of (A) which (if any) Subcontractors are Participating Entities, and (B) which elements of the servicing criteria set forth under Item 1122(d) of Regulation AB will be addressed in assessments of compliance provided by each Subcontractor for which the Servicer does not elect to take responsibility for assessing compliance with the servicing criteria in accordance with Regulation AB Telephone Interpretation 17.06 identified pursuant to clause (A) of this paragraph. As a condition to the utilization of any Subcontractor determined to be a Participating Entity, the Servicer shall cause any such Subcontractor used by the Servicer (or by any Subservicer) for the benefit of the Trustee, the Master Servicer and the Depositor to comply with the provisions of Sections 4.02(c), 5.02, 5.04, 6.01(k) and 6.03 and Exhibit H of this Agreement to the same extent as if such Subcontractor were the Servicer. The Servicer shall be responsible for obtaining from each Subcontractor for which the Servicer does not elect to take responsibility for assessing compliance with the servicing criteria in accordance with Regulation AB Telephone Interpretation 17.06 and delivering to the Trustee, the Master Servicer and the Depositor any assessment of compliance and attestation required to be delivered by such Subcontractor under Sections 5.02 and 5.04, in each case as and when required to be delivered. The Servicer acknowledges that a Subcontractor that performs services with respect to mortgage loans involved in this transaction in addition to the Mortgage Loans may be determined by the Depositor to be a Participating Entity on the basis of the aggregate balance of such mortgage loans, without regard to whether such Subcontractor would be a Participating Entity with respect to the Mortgage Loans viewed in isolation. The Servicer shall (A) respond as promptly as practicable to any good faith request by the Trustee, the Master Servicer or the Depositor for information regarding each Subcontractor and (B) cause each Subcontractor with respect to which the Trustee, the Master Servicer or the Depositor requests delivery of an assessment of compliance and accountants’ attestation to deliver such within the time required under Section 5.04. Notwithstanding any subservicing agreement or the provisions of this Agreement relating to agreements or arrangements between the Servicer and a subservicer Subservicer, Subcontractor or other third party or reference to actions taken through a subservicer Subservicer, a Subcontractor, another third party or otherwise, the Servicer shall remain obligated and primarily liable to the Trust Fund, the Trustee, the Master Servicer and the Certificateholders for the servicing and administering of the Mortgage Loans in accordance with the provisions hereof without diminution of such obligation or liability by virtue of such subservicing any subservicing, subcontracting or other agreements or arrangements or by virtue of indemnification from the subservicer a Subservicer, Subcontractor or a third party and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans, including with respect to compliance with Item 1122 of Regulation AB. The Servicer shall be entitled to enter into any agreement with a subservicer Subservicer, Subcontractor or a third party for indemnification of the Servicer by such subservicer Subservicer, Subcontractor or third party and nothing contained in this the Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer may enter into subservicing agreements for any servicing and administration of the Mortgage Loans with any institution which (i) is an approved Xxxxxx Xxx or Xxxxxxx Freddie Mac Seller/Servicer and (ii) which represents and warrants that it is in compliance with the laws of each state as necessary to enable it to perform its obligations under such subservicing agreement. For this purpose, subservicing shall not be deemed to include outsourcing routine tasks to third parties including, but not limited to, taxes, insurance, property inspection, reconveyance, collection or brokering REO Property. The Servicer shall give prior written notice to the Master Servicer and the Trustee of the appointment of any subservicer and shall furnish to the Master Servicer a copy of such subservicing agreement. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans immediately upon receipt by any subservicer of such payments. Any such subservicing agreement shall be consistent with and not violate the provisions of this Agreement. Each subservicing agreement shall provide that a successor servicer shall have the option to terminate such agreement without payment of any fees if the predecessor servicer is terminated or resigns. (b) The Servicer may terminate any subservicing agreement to which it is a party in accordance with the terms and conditions of such subservicing agreement and either itself directly service the related Mortgage Loans or enter into a subservicing agreement with a successor subservicer that qualifies under Section 7.04(a). (c) Notwithstanding any subservicing agreement or the provisions of this Agreement relating to agreements or arrangements between the Servicer and a subservicer or reference to actions taken through a subservicer or otherwise, the Servicer shall remain obligated and primarily liable to the Trustee, the Master Servicer and the Certificateholders for the servicing and administering of the Mortgage Loans in accordance with the provisions hereof without diminution of such obligation or liability by virtue of such subservicing agreements or arrangements or by virtue of indemnification from the subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans. The Servicer shall be entitled to enter into any agreement with a subservicer for indemnification of the Servicer by such subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer may enter into subservicing agreements for shall not hire or otherwise utilize the services of any servicing and administration Subservicer to fulfill any of the Mortgage Loans obligations of the Servicer as servicer under this Agreement unless the Servicer complies with any institution which the provisions of paragraph (b) of this Section 7.04 and the proposed Subservicer (i) is an institution which is an approved Xxxxxx Xxx or Xxxxxxx Mac Seller/Servicer and as indicated in writing, (ii) which represents and warrants that it is in compliance with the laws of each state as necessary to enable it to perform its obligations under such subservicing agreementagreement and (iii) is acceptable to the NIMS Insurer. For this purpose, subservicing The Servicer shall not be deemed hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to include outsourcing routine tasks hire or otherwise utilize the services of any Subcontractor, to third parties including, but not limited to, taxes, insurance, property inspection, reconveyance, collection or brokering REO Property. fulfill any of the obligations of the Servicer as servicer under this Agreement unless the Servicer complies with the provisions of paragraph (c) of this Section 7.04. (b) The Servicer shall give prior written notice to the Trustee, the Master Servicer Servicer, the Depositor and the Trustee NIMS Insurer of the appointment of any subservicer Subservicer and shall furnish to the Trustee, Master Servicer Servicer, the Depositor and the NIMS Insurer a copy of such any related subservicing agreement. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans immediately upon receipt by any subservicer Subservicer of such payments. Any such subservicing agreement shall be acceptable to the NIMS Insurer and be consistent with and not violate the provisions of this Agreement. Each subservicing agreement shall provide that a successor servicer Servicer shall have the option to terminate such agreement without payment of any fees if the predecessor servicer Servicer is terminated or resigns. (b) . The Servicer may terminate shall cause any subservicing agreement Subservicer used by the Servicer (or by any Subservicer) to which it is a party in accordance comply with the terms provisions of this Section 7.04 and conditions with Sections 4.02(c), 5.02, 5.03(a), 5.03(b), 5.04, 6.01(k) and 6.03 and Exhibit H of this Agreement to the same extent as if such subservicing agreement Subservicer were the Servicer. The Servicer shall be responsible for obtaining from each Subservicer and either itself directly service delivering to the related Mortgage Loans or enter into a subservicing agreement with a successor subservicer that qualifies Trustee, the Master Servicer, the NIMS Insurer, the Master Servicer and the Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 7.04(a5.03(a), any reports on assessment of compliance and attestation required to be delivered by such Subservicer under Sections 5.02 and 5.04 and any certification required to be delivered under 5.03(b) to the Person that will be responsible for signing the Sarbanes Certification under Section 5.04 as and when required to be delivered hereunder. (c) On or prior to March 15th of each year, beginning in 2008, the Servicer shall provide written notice to the Master Servicer and the Depositor of (A) which (if any) Subcontractors are Participating Entities, and (B) which elements of the servicing criteria set forth under Item 1122(d) of Regulation AB will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (A) of this paragraph. As a condition to the utilization of any Subcontractor determined to be a Participating Entity, the Servicer shall cause any such Subcontractor used by the Servicer (or by any Subservicer) for the benefit of the Trustee, the NIMS Insurer, the Master Servicer and the Depositor to comply with the provisions of Sections 4.02(c), 5.02, 5.04, 6.01(k) and 6.03 and Exhibit H 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 Trustee, the NIMS Insurer, the Master Servicer and the Depositor any assessment of compliance and attestation required to be delivered by such Subcontractor under Sections 5.02 and 5.04, in each case as and when required to be delivered. The Servicer acknowledges that a Subservicer or Subcontractor that performs services with respect to mortgage loans involved in this transaction in addition to the Mortgage Loans may be determined by the Depositor to be a Participating Entity on the basis of the aggregate balance of such mortgage loans, without regard to whether such Subservicer or Subcontractor would be a Participating Entity with respect to the Mortgage Loans viewed in isolation. The Servicer shall (A) respond as promptly as practicable to any good faith request by the Trustee, the Master Servicer or the Depositor for information regarding each Subservicer and each Subcontractor and (B) cause each Subservicer and each Subcontractor with respect to which the Trustee, the Master Servicer or the Depositor requests delivery of an assessment of compliance and accountants’ attestation to deliver such within the time required under Section 5.04. Notwithstanding any subservicing agreement or the provisions of this Agreement relating to agreements or arrangements between the Servicer and a subservicer Subservicer, Subcontractor or other third party or reference to actions taken through a subservicer Subservicer, a Subcontractor, another third party or otherwise, the Servicer shall remain obligated and primarily liable to the Trust Fund, the Trustee, the Master Servicer Servicer, the NIMS Insurer and the Certificateholders for the servicing and administering of the Mortgage Loans in accordance with the provisions hereof without diminution of such obligation or liability by virtue of such subservicing any subservicing, subcontracting or other agreements or arrangements or by virtue of indemnification from the subservicer a Subservicer, Subcontractor or a third party and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans, including with respect to compliance with Item 1122 of Regulation AB. The Servicer shall be entitled to enter into any agreement with a subservicer Subservicer, Subcontractor or a third party for indemnification of the Servicer by such subservicer Subservicer, Subcontractor or third party and nothing contained in this the Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer may enter into subservicing agreements for shall not hire or otherwise utilize the services of any servicing and administration Subservicer to fulfill any of the Mortgage Loans obligations of the Servicer as servicer under this Agreement unless the Servicer complies with any institution which the provisions of paragraph (b) of this Section 7.04 and the proposed Subservicer (i) is an institution which is an approved Xxxxxx Xxx Fxxxxx Mxx or Xxxxxxx Fxxxxxx Mac Seller/Servicer as indicated in writing and (ii) which represents and warrants that it is in compliance with the laws of each state as necessary to enable it to perform its obligations under such subservicing agreement. For The Servicer shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Servicer as servicer under this purpose, subservicing Agreement unless the Servicer complies with the provisions of paragraph (c) of this Section 7.04. (b) It shall not be deemed necessary for the Servicer to include outsourcing routine tasks to third parties including, but not limited to, taxes, insurance, property inspection, reconveyance, collection or brokering REO Property. The Servicer shall give prior written notice to seek the consent of the Master Servicer and the Trustee of Depositor to the appointment utilization of any subservicer and shall furnish to the Master Servicer a copy of such subservicing agreementSubservicer. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans immediately upon receipt by any subservicer Subservicer of such payments. Any such subservicing agreement shall be consistent with and not violate the provisions of this Agreement. Each subservicing agreement shall provide that a successor servicer Servicer shall have the option to terminate such agreement without payment of any fees if the predecessor servicer Servicer is terminated or resigns. (b) . The Servicer may terminate shall cause any subservicing agreement Subservicer used by the Servicer (or by any Subservicer) to which it is a party in accordance comply with the terms provisions of this Section 7.04 and conditions with Sections 4.02(c), 5.04, 5.05(a), 5.05(b) (and shall amend, with the consent of the parties hereto, Exhibit H to reflect such subservicing agreement Subservicer’s assessment and either itself directly service attestation of compliance with the related Mortgage Loans or enter into a subservicing agreement with a successor subservicer that qualifies Servicing Criteria), 6.01(l) and 6.03 and Exhibit H of this Agreement to the same extent as if such Subservicer were the Servicer. The Servicer shall be responsible for obtaining from each Subservicer and delivering to the Master Servicer and the Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 7.04(a)5.04, any reports on assessment of compliance and attestation required to be delivered by such Subservicer under Section 5.05 and any certification required to be delivered under 5.05 to the Person that will be responsible for signing the Sarbanes Certification under Section 5.05 as and when required to be delivered hereunder. (c) Notwithstanding any subservicing agreement or the provisions of this Agreement relating to agreements or arrangements between It shall not be necessary for the Servicer and a subservicer or reference to actions taken through a subservicer or otherwise, seek the Servicer shall remain obligated and primarily liable to the Trustee, consent of the Master Servicer and the Certificateholders Depositor to the utilization of any Subcontractor. The Servicer shall promptly upon request provide 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 or any Subservicer, specifying (A) the identity of each such Subcontractor, (B) which (if any) of such Subcontractors are Participating Entities, and (C) which elements of the servicing criteria set forth under Item 1122(d) of Regulation AB will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (B) of this paragraph. As a condition to the utilization of any Subcontractor determined to be a Participating Entity, the Servicer shall cause any such Subcontractor used by the Servicer (or by any Subservicer) for the servicing and administering benefit of the Mortgage Loans in accordance Master Servicer and the Depositor to comply with the provisions hereof without diminution of such obligation or liability by virtue Sections 4.02(c), 5.04, 5.05, 6.01(l) and 6.03 and Exhibit H of such subservicing agreements or arrangements or by virtue of indemnification from the subservicer and this Agreement to the same extent and under the same terms and conditions as if such Subcontractor were the Servicer alone were servicing and administering the Mortgage LoansServicer. The Servicer shall be entitled responsible for obtaining from each Subcontractor and delivering to enter into Master Servicer and the Depositor any agreement with a subservicer for indemnification assessment of the Servicer compliance and attestation required to be delivered by such subservicer Subcontractor under Sections 5.04 and nothing contained 5.05, in this Agreement shall each case as and when required to be deemed to limit or modify such indemnificationdelivered.

Subservicing Agreements and Successor Subservicer. (a) The Servicer may enter into subservicing agreements for shall not hire or otherwise utilize the services of any servicing and administration Subservicer to fulfill any of the Mortgage Loans obligations of the Servicer as servicer under this Agreement unless the Servicer complies with any institution which the provisions of paragraph (b) of this Section 7.04 and the proposed Subservicer (i) is an institution which is an approved Xxxxxx Xxx or Xxxxxxx Mac Seller/Servicer as indicated in writing and (ii) which represents and warrants that it is in compliance with the laws of each state as necessary to enable it to perform its obligations under such subservicing agreement. For this purpose, subservicing The Servicer shall not be deemed hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to include outsourcing routine tasks hire or otherwise utilize the services of any Subcontractor, to third parties including, but not limited to, taxes, insurance, property inspection, reconveyance, collection or brokering REO Property. fulfill any of the obligations of the Servicer as servicer under this Agreement unless the Servicer complies with the provisions of paragraph (c) of this Section 7.04. (b) The Servicer shall give prior written notice to the Trustee, the Master Servicer and the Trustee Depositor of the appointment of any subservicer Subservicer and shall furnish to the Trustee, Master Servicer and the Depositor a copy of such any related subservicing agreement. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans immediately upon receipt by any subservicer Subservicer of such payments. Any such subservicing agreement shall be consistent with and not violate the provisions of this Agreement. Each subservicing agreement shall provide that a successor servicer Servicer shall have the option to terminate such agreement without payment of any fees if the predecessor servicer Servicer is terminated or resigns. (b) . The Servicer may terminate shall cause any subservicing agreement Subservicer used by the Servicer (or by any Subservicer) to which it is a party in accordance comply with the terms provisions of this Section 7.04 and conditions with Sections 4.02(c), 5.02, 5.03(a), 5.03(b), 5.04, 6.01(k) and 6.03 and Exhibit H of this Agreement to the same extent as if such subservicing agreement Subservicer were the Servicer. The Servicer shall be responsible for obtaining from each Subservicer and either itself directly service delivering to the related Mortgage Loans or enter into a subservicing agreement with a successor subservicer that qualifies Trustee, the Master Servicer and the Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 7.04(a5.03(a), any reports on assessment of compliance and attestation required to be delivered by such Subservicer under Sections 5.02 and 5.04 and any certification required to be delivered under 5.03(b) to the Person that will be responsible for signing the Sarbanes Certification under Section 5.04 as and when required to be delivered hereunder. (c) The Servicer shall give prior written notice to the Master Servicer and the Depositor of the appointment of any Subcontractor and a written description (in form and substance satisfactory to the Master Servicer, the Servicer and the Depositor) of the role and function of each Subcontractor utilized by the Servicer or any Subservicer, specifying (A) the identity of each such Subcontractor, (B) which (if any) of such Subcontractors are Participating Entities, and (C) which elements of the servicing criteria set forth under Item 1122(d) of Regulation AB will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (B) of this paragraph. As a condition to the utilization of any Subcontractor determined to be a Participating Entity, the Servicer shall cause any such Subcontractor used by the Servicer (or by any Subservicer) for the benefit of the Trustee, the Master Servicer and the Depositor to comply with the provisions of Sections 4.02(c), 5.02, 5.04, 6.01(k) and 6.03 and Exhibit H 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 Trustee, the Master Servicer and the Depositor any assessment of compliance and attestation required to be delivered by such Subcontractor under Sections 5.02 and 5.04, in each case as and when required to be delivered. The Servicer acknowledges that a Subservicer or Subcontractor that performs services with respect to mortgage loans involved in this transaction in addition to the Mortgage Loans may be determined by the Depositor to be a Participating Entity on the basis of the aggregate balance of such mortgage loans, without regard to whether such Subservicer or Subcontractor would be a Participating Entity with respect to the Mortgage Loans viewed in isolation. The Servicer shall (A) respond as promptly as practicable to any good faith request by the Trustee, the Master Servicer or the Depositor for information regarding each Subservicer and each Subcontractor and (B) cause each Subservicer and each Subcontractor with respect to which the Trustee, the Master Servicer or the Depositor requests delivery of an assessment of compliance and accountants’ attestation to deliver such within the time required under Section 5.04. Notwithstanding any subservicing agreement or the provisions of this Agreement relating to agreements or arrangements between the Servicer and a subservicer Subservicer, Subcontractor or other third party or reference to actions taken through a subservicer Subservicer, a Subcontractor, another third party or otherwise, the Servicer shall remain obligated and primarily liable to the Trust Fund, the Trustee, the Master Servicer and the Certificateholders for the servicing and administering of the Mortgage Loans in accordance with the provisions hereof without diminution of such obligation or liability by virtue of such subservicing any subservicing, subcontracting or other agreements or arrangements or by virtue of indemnification from the subservicer a Subservicer, Subcontractor or a third party and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans, including with respect to compliance with Item 1122 of Regulation AB. The Servicer shall be entitled to enter into any agreement with a subservicer Subservicer, Subcontractor or a third party for indemnification of the Servicer by such subservicer Subservicer, Subcontractor or third party and nothing contained in this the Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer may enter into subservicing agreements for shall not hire or otherwise utilize the services of any servicing and administration Subservicer to fulfill any of the Mortgage Loans obligations of the Servicer as servicer under this Agreement unless the Servicer complies with any institution which the provisions of paragraph (b) of this Section 7.04 and the proposed Subservicer (i) is an institution which is an approved Xxxxxx Xxx or Xxxxxxx Mac Seller/Servicer as indicated in writing and (ii) which represents and warrants that it is in compliance with the laws of each state as necessary to enable it to perform its obligations under such subservicing agreement. For this purpose, subservicing The Servicer shall not be deemed hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to include outsourcing routine tasks hire or otherwise utilize the services of any Subcontractor, to third parties including, but not limited to, taxes, insurance, property inspection, reconveyance, collection or brokering REO Property. fulfill any of the obligations of the Servicer as servicer under this Agreement unless the Servicer complies with the provisions of paragraph (c) of this Section 7.04. (b) The Servicer shall give prior written notice to the Trustee, the Master Servicer and the Trustee Depositor of the appointment of any subservicer Subservicer and shall furnish to the Trustee, the Master Servicer and the Depositor a copy of such any related subservicing agreement. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans immediately upon receipt by any subservicer Subservicer of such payments. Any such subservicing agreement shall be consistent with and not violate the provisions of this Agreement. Each subservicing agreement shall provide that a successor servicer Servicer shall have the option to terminate such agreement without payment of any fees if the predecessor servicer Servicer is terminated or resigns. (b) . The Servicer may terminate shall cause any subservicing agreement Subservicer used by the Servicer (or by any Subservicer) to which it is a party in accordance comply with the terms provisions of this Section 7.04 and conditions with Sections 4.02(c), 5.02, 5.03(a), 5.03(b), 5.04, 6.01(k) and 6.03 and Exhibit H of this Agreement to the same extent as if such subservicing agreement Subservicer were the Servicer. The Servicer shall be responsible for obtaining from each Subservicer and either itself directly service delivering to the related Mortgage Loans or enter into a subservicing agreement with a successor subservicer that qualifies Trustee, the Master Servicer and the Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 7.04(a5.03(a), any reports on assessment of compliance and attestation required to be delivered by such Subservicer under Sections 5.02 and 5.04 and any certification required to be delivered under 5.03(b) to the Person that will be responsible for signing the Sarbanes Certification under Section 5.04 as and when required to be delivered hereunder. (c) On or prior to March 15th of each year, beginning in 2008, the Servicer shall provide written notice to the Master Servicer and the Depositor of (A) which (if any) Subcontractors are Participating Entities, and (B) which elements of the servicing criteria set forth under Item 1122(d) of Regulation AB will be addressed in assessments of compliance provided by each Subcontractor for which the Servicer does not elect to take responsibility for assessing compliance with the servicing criteria in accordance with Regulation AB Telephone Interpretation 17.06 identified pursuant to clause (A) of this paragraph. As a condition to the utilization of any Subcontractor determined to be a Participating Entity, the Servicer shall cause any such Subcontractor used by the Servicer (or by any Subservicer) for the benefit of the Trustee, the Master Servicer and the Depositor to comply with the provisions of Sections 4.02(c), 5.02, 5.04, 6.01(k) and 6.03 and Exhibit H of this Agreement to the same extent as if such Subcontractor were the Servicer. The Servicer shall be responsible for obtaining from each Subcontractor for which the Servicer does not elect to take responsibility for assessing compliance with the servicing criteria in accordance with Regulation AB Telephone Interpretation 17.06 and delivering to the Trustee, the Master Servicer and the Depositor any assessment of compliance and attestation required to be delivered by such Subcontractor under Sections 5.02 and 5.04, in each case as and when required to be delivered. The Servicer acknowledges that a Subcontractor that performs services with respect to mortgage loans involved in this transaction in addition to the Mortgage Loans may be determined by the Depositor to be a Participating Entity on the basis of the aggregate balance of such mortgage loans, without regard to whether such Subcontractor would be a Participating Entity with respect to the Mortgage Loans viewed in isolation. The Servicer shall (A) respond as promptly as practicable to any good faith request by the Trustee, the Master Servicer or the Depositor for information regarding each Subcontractor and (B) cause each Subcontractor with respect to which the Trustee, the Master Servicer or the Depositor requests delivery of an assessment of compliance and accountants’ attestation to deliver such within the time required under Section 5.04. Notwithstanding any subservicing agreement or the provisions of this Agreement relating to agreements or arrangements between the Servicer and a subservicer Subservicer, Subcontractor or other third party or reference to actions taken through a subservicer Subservicer, a Subcontractor, another third party or otherwise, the Servicer shall remain obligated and primarily liable to the Trust Fund, the Trustee, the Master Servicer and the Certificateholders for the servicing and administering of the Mortgage Loans in accordance with the provisions hereof without diminution of such obligation or liability by virtue of such subservicing any subservicing, subcontracting or other agreements or arrangements or by virtue of indemnification from the subservicer a Subservicer, Subcontractor or a third party and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans, including with respect to compliance with Item 1122 of Regulation AB. The Servicer shall be entitled to enter into any agreement with a subservicer Subservicer, Subcontractor or a third party for indemnification of the Servicer by such subservicer Subservicer, Subcontractor or third party and nothing contained in this the Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer may enter into subservicing agreements for shall not hire or otherwise utilize the services of any servicing and administration Subservicer to fulfill any of the Mortgage Loans obligations of the Servicer as servicer under this Agreement unless the Servicer complies with any institution which the provisions of paragraph (b) of this Section 7.04 and the proposed Subservicer (i) is an institution which is an approved Xxxxxx Xxx Fxxxxx Mxx or Xxxxxxx Fxxxxxx Mac Seller/Servicer and as indicated in writing (ii) which represents and warrants that it is in compliance with the laws of each state as necessary to enable it to perform its obligations under such subservicing agreementagreement and (iii) is acceptable to the NIMS Insurer. For this purpose, subservicing The Servicer shall not be deemed hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to include outsourcing routine tasks hire or otherwise utilize the services of any Subcontractor, to third parties including, but not limited to, taxes, insurance, property inspection, reconveyance, collection or brokering REO Property. fulfill any of the obligations of the Servicer as servicer under this Agreement unless the Servicer complies with the provisions of paragraph (c) of this Section 7.04. (b) The Servicer shall give prior written notice to the Trustee, the Master Servicer Servicer, the Securities Administrator, the NIMS Insurer and the Trustee Depositor of the appointment of any subservicer Subservicer and shall furnish to the Trustee, Master Servicer Servicer, the Securities Administrator, the NIMS Insurer and the Depositor a copy of such any related subservicing agreement. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans immediately upon receipt by any subservicer Subservicer of such payments. Any such subservicing agreement shall be acceptable to the NIMS Insurer and be consistent with and not violate the provisions of this Agreement. Each subservicing agreement shall provide that a successor servicer Servicer shall have the option to terminate such agreement without payment of any fees if the predecessor servicer Servicer is terminated or resigns. (b) . The Servicer may terminate shall cause any subservicing agreement Subservicer used by the Servicer (or by any Subservicer) to which it is a party in accordance comply with the terms provisions of this Section 7.04 and conditions with Sections 4.02(c), 5.02, 5.03(a), 5.03(b), 5.04, 6.01(j) and 6.03 and Exhibit H of this Agreement to the same extent as if such subservicing agreement Subservicer were the Servicer. The Servicer shall be responsible for obtaining from each Subservicer and either itself directly service delivering to the related Mortgage Loans or enter into a subservicing agreement with a successor subservicer that qualifies Trustee, the Master Servicer, the Securities Administrator, the NIMS Insurer and the Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 7.04(a5.03(a), any reports on assessment of compliance and attestation required to be delivered by such Subservicer under Sections 5.02 and 5.04 and any certification required to be delivered under 5.03(b) to the Person that will be responsible for signing the Sarbanes Certification under Section 5.04 as and when required to be delivered hereunder. (c) On or prior to March 15th of each year, beginning in 2008, the Servicer shall provide written notice to the Master Servicer and the Depositor of (A) which (if any) Subcontractors are Participating Entities, and (B) which elements of the servicing criteria set forth under Item 1122(d) of Regulation AB will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (A) of this paragraph. As a condition to the utilization of any Subcontractor determined to be a Participating Entity, the Servicer shall cause any such Subcontractor used by the Servicer (or by any Subservicer) for the benefit of the Trustee, the NIMS Insurer, the Securities Administrator, the Master Servicer and the Depositor to comply with the provisions of Sections 4.02(c), 5.02, 5.04, 6.01(j) and 6.03 and Exhibit H 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 Trustee, the NIMS Insurer, the Securities Administrator, the Master Servicer and the Depositor any assessment of compliance and attestation required to be delivered by such Subcontractor under Sections 5.02 and 5.04, in each case as and when required to be delivered. The Servicer acknowledges that a Subservicer or Subcontractor that performs services with respect to mortgage loans involved in this transaction in addition to the Mortgage Loans may be determined by the Depositor to be a Participating Entity on the basis of the aggregate balance of such mortgage loans, without regard to whether such Subservicer or Subcontractor would be a Participating Entity with respect to the Mortgage Loans viewed in isolation. The Servicer shall (A) respond as promptly as practicable to any good faith request by the Trustee, the Master Servicer or the Depositor for information regarding each Subservicer and each Subcontractor and (B) cause each Subservicer and each Subcontractor with respect to which the Trustee, the Master Servicer or the Depositor requests delivery of an assessment of compliance and accountants’ attestation to deliver such within the time required under Section 5.04. Notwithstanding any subservicing agreement or the provisions of this Agreement relating to agreements or arrangements between the Servicer and a subservicer Subservicer, Subcontractor or other third party or reference to actions taken through a subservicer Subservicer, a Subcontractor, another third party or otherwise, the Servicer shall remain obligated and primarily liable to the Trust Fund, the Trustee, the Securities Administrator, the NIMS Insurer, the Master Servicer and the Certificateholders for the servicing and administering of the Mortgage Loans in accordance with the provisions hereof without diminution of such obligation or liability by virtue of such subservicing any subservicing, subcontracting or other agreements or arrangements or by virtue of indemnification from the subservicer a Subservicer, Subcontractor or a third party and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans, including with respect to compliance with Item 1122 of Regulation AB. The Servicer shall be entitled to enter into any agreement with a subservicer Subservicer, Subcontractor or a third party for indemnification of the Servicer by such subservicer Subservicer, Subcontractor or third party and nothing contained in this the Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer may enter into subservicing agreements for any servicing and administration of the Mortgage Loans with any institution which (i) is an approved Xxxxxx Xxx or Xxxxxxx Mac Fanxxx Xxe xx Frexxxx Xxc Seller/Servicer and as indicated in writing, (ii) which represents and warrants that it is in compliance with the laws of each state as necessary to enable it to perform its obligations under such subservicing agreementagreement and (iii) which is acceptable to the NIMS Insurer. For this purpose, subservicing shall not be deemed to include outsourcing routine tasks to third parties includingthe use of a tax service, but not limited to, taxes, insurance, property inspection, or services for reconveyance, collection insurance or brokering REO PropertyProperty or the retention of third party contractors to perform certain servicing and loan administration functions, including without limitation, hazard insurance administration, tax payment and administration, flood certification and administration, collection services and similar functions. The Servicer shall give prior written notice to the Master Servicer and the Trustee NIMS Insurer of the appointment of any subservicer and shall furnish to the Master Servicer and the NIMS Insurer a copy of such subservicing agreement. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans immediately upon receipt by any subservicer of such payments. Any such subservicing agreement shall be acceptable to the NIMS Insurer and be consistent with and not violate the provisions of this Agreement. Each subservicing agreement shall provide that a successor servicer Servicer shall have the option to terminate such agreement without payment of any fees if the predecessor servicer Servicer is terminated or resigns. (b) The Servicer Servicer, with the prior written consent of the NIMS Insurer, may terminate any subservicing agreement to which it is a party in accordance with the terms and conditions of such subservicing agreement and either itself directly service the related Mortgage Loans or enter into a subservicing agreement with a successor subservicer that qualifies under Section 7.04(a). (c) Notwithstanding any subservicing agreement or the provisions of this Agreement relating to agreements or arrangements between the Servicer and a subservicer or reference to actions taken through a subservicer or otherwise, the Servicer shall remain obligated and primarily liable to the Trustee, the Master Servicer Servicer, the NIMS Insurer and the Certificateholders for the servicing and administering of the Mortgage Loans in accordance with the provisions hereof without diminution of such obligation or liability by virtue of such subservicing agreements or arrangements or by virtue of indemnification from the subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans. The Servicer shall be entitled to enter into any agreement with a subservicer for indemnification of the Servicer by such subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer may enter into subservicing agreements for any servicing and administration of the Mortgage Loans with any institution which (i) is an approved Xxxxxx Xxx or Xxxxxxx Mac Seller/Servicer as indicated in writing and (ii) which represents and warrants that it is in compliance with the laws of each state as necessary to enable it to perform its obligations under such subservicing agreement. For this purpose, subservicing shall not be deemed to include outsourcing routine tasks to third parties includingthe use of a tax service, but not limited to, taxes, insurance, property inspection, or services for reconveyance, collection insurance or brokering REO PropertyProperty or the retention of third party contractors to perform certain servicing and loan administration functions, including without limitation, hazard insurance administration, tax payment and administration, flood certification and administration, collection services and similar functions. The Servicer shall give prior written notice to the Master Servicer and the Trustee of the appointment of any subservicer and shall furnish to the Master Servicer a copy of such subservicing agreement. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans immediately upon receipt by any subservicer of such payments. Any such subservicing agreement shall be consistent with and not violate the provisions of this Agreement. Each subservicing agreement shall provide that a successor servicer Servicer shall have the option to terminate such agreement without payment of any fees if the predecessor servicer Servicer is terminated or resigns. (b) The Servicer may terminate any subservicing agreement to which it is a party in accordance with the terms and conditions of such subservicing agreement and either itself directly service the related Mortgage Loans or enter into a subservicing agreement with a successor subservicer that qualifies under Section 7.04(a). (c) Notwithstanding any subservicing agreement or the provisions of this Agreement relating to agreements or arrangements between the Servicer and a subservicer or reference to actions taken through a subservicer or otherwise, the Servicer shall remain obligated and primarily liable to the Indenture Trustee, the Master Servicer Servicer, the Issuer and the Certificateholders Securityholders for the servicing and administering of the Mortgage Loans in accordance with the provisions hereof without diminution of such obligation or liability by virtue of such subservicing agreements or arrangements or by virtue of indemnification from the subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans. The Servicer shall be entitled to enter into any agreement with a subservicer for indemnification of the Servicer by such subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer may enter into subservicing agreements for any servicing and administration of the Mortgage Loans with any institution which (i) is an approved Xxxxxx Xxx Fxxxxx Mxx or Xxxxxxx Fxxxxxx Mac Seller/Servicer and as indicated in writing, (ii) which represents and warrants that it is in compliance with the laws of each state as necessary to enable it to perform its obligations under such subservicing agreementagreement and (iii) which is acceptable to the NIMS Insurer. For this purpose, subservicing shall not be deemed to include outsourcing routine tasks to third parties includingthe use of a tax service, but not limited to, taxes, insurance, property inspection, or services for reconveyance, collection insurance or brokering REO Property. The Servicer shall give prior written notice to the Master Servicer and the Trustee NIMS Insurer of the appointment of any subservicer and shall furnish to the Master Servicer and the NIMS Insurer a copy of such subservicing agreement. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans immediately upon receipt by any subservicer of such payments. Any such subservicing agreement shall be acceptable to the NIMS Insurer and be consistent with and not violate the provisions of this Agreement. Each subservicing agreement shall provide that a successor servicer shall have the option to terminate such agreement without payment of any fees if the predecessor servicer Servicer is terminated or resigns. (b) The Servicer Servicer, with the prior written consent of the NIMS Insurer, may terminate any subservicing agreement to which it is a party in accordance with the terms and conditions of such subservicing agreement and either itself directly service the related Mortgage Loans or enter into a subservicing agreement with a successor subservicer that qualifies under Section 7.04(a). (c) Notwithstanding any subservicing agreement or the provisions of this Agreement relating to agreements or arrangements between the Servicer and a subservicer or reference to actions taken through a subservicer or otherwise, the Servicer shall remain obligated and primarily liable to the TrusteeMaster Servicer, the Master Servicer NIMS Insurer and the Certificateholders for the servicing and administering of the Mortgage Loans in accordance with the provisions hereof without diminution of such obligation or liability by virtue of such subservicing agreements or arrangements or by virtue of indemnification from the subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans. The Servicer shall be entitled to enter into any agreement with a subservicer for indemnification of the Servicer by such subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer may enter into subservicing agreements for any servicing and administration of the Serviced Mortgage Loans with any institution which (i) is an approved Xxxxxx Xxx Fannie Mae or Xxxxxxx Freddie Mac Seller/Servicer and as indicated in writing, (iiix) which represents and xxxcx xeprexxxxx xnd warrants that it is in compliance with the laws of each state as necessary to enable it to perform its obligations under such subservicing agreementagreement and (iii) which is acceptable to the NIMS Insurer. For this purpose, subservicing shall not be deemed to include outsourcing routine tasks to third parties includingthe use of a tax service, but not limited to, taxes, insurance, property inspection, or services for reconveyance, collection insurance or brokering REO Property. The Servicer shall give prior written notice to the Master Servicer Servicer, the NIMS Insurer and the Trustee of the appointment of any subservicer and shall furnish to the Master Servicer and the NIMS Insurer a copy of such subservicing agreement. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Serviced Mortgage Loans immediately upon receipt by any subservicer of such payments. Any such subservicing agreement shall be acceptable to the NIMS Insurer and be consistent with and not violate the provisions of this Agreement. Each subservicing agreement shall provide that a successor servicer Servicer shall have the option to terminate such agreement without payment of any fees if the predecessor servicer Servicer is terminated or resigns. (b) The Servicer Servicer, with the prior written consent of the NIMS Insurer, may terminate any subservicing agreement to which it is a party in accordance with the terms and conditions of such subservicing agreement and either itself directly service the related Serviced Mortgage Loans or enter into a subservicing agreement with a successor subservicer that qualifies under Section 7.04(a). (c) Notwithstanding any subservicing agreement or the provisions of this Agreement relating to agreements or arrangements between the Servicer and a subservicer or reference to actions taken through a subservicer or otherwise, the Servicer shall remain obligated and primarily liable to the Trustee, the Master Servicer Servicer, the NIMS Insurer and the Certificateholders for the servicing and administering of the Serviced Mortgage Loans in accordance with the provisions hereof without diminution of such obligation or liability by virtue of such subservicing agreements or arrangements or by virtue of indemnification from the subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans. The Servicer shall be entitled to enter into any agreement with a subservicer for indemnification of the Servicer by such subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer may enter into subservicing agreements for any servicing and administration of the Mortgage Loans with any institution which (i) is an approved Xxxxxx Xxx Fxxxxx Mxx or Xxxxxxx Fxxxxxx Mac Seller/Servicer as indicated in writing and (ii) which represents and warrants that it is in compliance with the laws of each state as necessary to enable it to perform its obligations under such subservicing agreement. For this purpose, subservicing shall not be deemed to include outsourcing routine tasks to third parties includingthe use of a tax service, but not limited to, taxes, insurance, property inspection, or services for reconveyance, collection insurance or brokering REO PropertyProperty or the retention of third party contractors to perform certain servicing and loan administration functions, including without limitation, hazard insurance administration, tax payment and administration, flood certification and administration, collection services and similar functions. The Servicer shall give prior written notice to the Master Servicer and the Trustee of the appointment of any subservicer and shall furnish to the Master Servicer a copy of such subservicing agreement. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans immediately upon receipt by any subservicer of such payments. Any such subservicing agreement shall be consistent with and not violate the provisions of this Agreement. Each subservicing agreement shall provide that a successor servicer Servicer shall have the option to terminate such agreement without payment of any fees if the predecessor servicer Servicer is terminated or resigns. (b) The Servicer may terminate any subservicing agreement to which it is a party in accordance with the terms and conditions of such subservicing agreement and either itself directly service the related Mortgage Loans or enter into a subservicing agreement with a successor subservicer that qualifies under Section 7.04(a). (c) Notwithstanding any subservicing agreement or the provisions of this Agreement relating to agreements or arrangements between the Servicer and a subservicer or reference to actions taken through a subservicer or otherwise, the Servicer shall remain obligated and primarily liable to the Indenture Trustee, the Issuer, the Master Servicer and the Certificateholders Securityholders for the servicing and administering of the Mortgage Loans in accordance with the provisions hereof without diminution of such obligation or liability by virtue of such subservicing agreements or arrangements or by virtue of indemnification from the subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans. The Servicer shall be entitled to enter into any agreement with a subservicer for indemnification of the Servicer by such subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer may enter into subservicing agreements for any servicing and administration of the Mortgage Loans with any institution which (i) is an approved Xxxxxx Xxx or Xxxxxxx Mac Seller/Servicer as indicated in writing and (ii) which represents and warrants that it is in compliance with the laws of each state as necessary to enable it to perform its obligations under such subservicing agreement. For this purpose, subservicing shall not be deemed to include outsourcing routine tasks to third parties includingthe use of a tax service, but not limited to, taxes, insurance, property inspection, or services for reconveyance, collection insurance or brokering REO Property. The Servicer shall give prior written notice to the Master Servicer and the Trustee of the appointment of any subservicer and shall furnish to the Master Servicer a copy of such subservicing agreement. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans immediately upon receipt by any subservicer of such payments. Any such subservicing agreement shall be consistent with and not violate the provisions of this Agreement. Each subservicing agreement shall provide that a successor servicer shall have the option to terminate such agreement without payment of any fees if the predecessor servicer Servicer is terminated or resigns. (b) The Servicer may terminate any subservicing agreement to which it is a party in accordance with the terms and conditions of such subservicing agreement and either itself directly service the related Mortgage Loans or enter into a subservicing agreement with a successor subservicer that qualifies under Section 7.04(a). (c) Notwithstanding any subservicing agreement or the provisions of this Agreement relating to agreements or arrangements between the Servicer and a subservicer or reference to actions taken through a subservicer or otherwise, the Servicer shall remain obligated and primarily liable to the Trustee, the Master Servicer and the Certificateholders for the servicing and administering of the Mortgage Loans in accordance with the provisions hereof without diminution of such obligation or liability by virtue of such subservicing agreements or arrangements or by virtue of indemnification from the subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans. The Servicer shall be entitled to enter into any agreement with a subservicer for indemnification of the Servicer by such subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer may enter into subservicing agreements for any servicing and administration of the Mortgage Loans with any institution which (i) is an approved Xxxxxx Xxx or Xxxxxxx Mac Seller/Servicer and as indicated in writing, (ii) which represents and warrants that it is in compliance with the laws of each state as necessary to enable it to perform its obligations under such subservicing agreementagreement and (iii) which is acceptable to the NIMS Insurer. For this purpose, subservicing shall not be deemed to include outsourcing routine tasks to third parties includingthe use of a tax service, but not limited to, taxes, insurance, property inspection, or services for reconveyance, collection insurance or brokering REO Property. The Servicer shall give prior written notice to the Master Servicer Servicer, the NIMS Insurer and the Trustee of the appointment of any subservicer and shall furnish to the Master Servicer and the NIMS Insurer a copy of such subservicing agreement. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans immediately upon receipt by any subservicer of such payments. Any such subservicing agreement shall be acceptable to the NIMS Insurer and be consistent with and not violate the provisions of this Agreement. Each subservicing agreement shall provide that a successor servicer shall have the option to terminate such agreement without payment of any fees if the predecessor servicer Servicer is terminated or resigns. (b) The Servicer Servicer, with the prior written consent of the NIMS Insurer, may terminate any subservicing agreement to which it is a party in accordance with the terms and conditions of such subservicing agreement and either itself directly service the related Mortgage Loans or enter into a subservicing agreement with a successor subservicer that qualifies under Section 7.04(a). (c) Notwithstanding any subservicing agreement or the provisions of this Agreement relating to agreements or arrangements between the Servicer and a subservicer or reference to actions taken through a subservicer or otherwise, the Servicer shall remain obligated and primarily liable to the Trustee, the Master Servicer Servicer, the NIMS Insurer and the Certificateholders for the servicing and administering of the Mortgage Loans in accordance with the provisions hereof without diminution of such obligation or liability by virtue of such subservicing agreements or arrangements or by virtue of indemnification from the subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans. The Servicer shall be entitled to enter into any agreement with a subservicer for indemnification of the Servicer by such subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer may enter into subservicing agreements for any servicing and administration of the Mortgage Loans with any institution which (i) is an approved Xxxxxx Xxx or Xxxxxxx Mac Seller/Servicer and as indicated in writing, (ii) which represents and warrants that it is in compliance with the laws of each state as necessary to enable it to perform its obligations under such subservicing agreementagreement and (iii) which is acceptable to the NIMS Insurer. For this purpose, subservicing shall not be deemed to include outsourcing routine tasks to third parties includingthe use of a tax service, but not limited to, taxesor services for reconveyance, insurance, property inspection, reconveyance, collection inspection or brokering REO PropertyProperty or the retention of third party contractors to perform certain servicing and loan administration functions, including without limitation, hazard insurance administration, tax payment and administration, flood certification and administration, collection services and similar functions. The Servicer shall give prior written notice to the Master Servicer and the Trustee NIMS Insurer of the appointment of any subservicer and shall furnish to the Master Servicer and the NIMS Insurer a copy of such subservicing agreement. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans immediately upon receipt by any subservicer of such payments. Any such subservicing agreement shall be acceptable to the NIMS Insurer and be consistent with and not violate the provisions of this Agreement. Each subservicing agreement shall provide that a successor servicer Servicer shall have the option to terminate such agreement without payment of any fees if the predecessor servicer Servicer is terminated or resigns. (b) The Servicer Servicer, with the prior written consent of the NIMS Insurer, may terminate any subservicing agreement to which it is a party in accordance with the terms and conditions of such subservicing agreement and either itself directly service the related Mortgage Loans or enter into a subservicing agreement with a successor subservicer that qualifies under Section 7.04(a). (c) Notwithstanding any subservicing agreement or the provisions of this Agreement relating to agreements or arrangements between the Servicer and a subservicer or reference to actions taken through a subservicer or otherwise, the Servicer shall remain obligated and primarily liable to the Trustee, the Securities Administrator, the Master Servicer Servicer, the NIMS Insurer and the Certificateholders for the servicing and administering of the Mortgage Loans in accordance with the provisions hereof without diminution of such obligation or liability by virtue of such subservicing agreements or arrangements or by virtue of indemnification from the subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans. The Servicer shall be entitled to enter into any agreement with a subservicer for indemnification of the Servicer by such subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer may enter into subservicing agreements for any servicing and administration of the Mortgage Loans with any institution which (i) is an approved Xxxxxx Xxx or Xxxxxxx Mac Seller/Servicer and (ii) which represents and warrants that it is in compliance with the laws of each state as necessary to enable it to perform its obligations under such subservicing agreement. For this purpose, subservicing shall not be deemed to include outsourcing routine tasks to third parties including, but not limited to, taxes, flood certifications, insurance, property inspection, reconveyance, collection or brokering REO Property. The Servicer shall give prior written notice to the Trustee, the Master Servicer Servicer, the Securities Administrator, the Program Administrator and the Trustee NIMS Insurer, if any, of the appointment of any subservicer and shall furnish to the Trustee, the Master Servicer Servicer, the Program Administr ator, the Securities Administrator and the NIMS Insurer, if any, a copy of such subservicing agreement. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans immediately upon receipt by any subservicer of such payments. Any such subservicing agreement shall be consistent with and not violate the provisions of this Agreement. Each subservicing agreement shall provide that a successor servicer shall have the option to terminate such agreement without payment of any fees if the predecessor servicer is terminated or resigns. (b) The Servicer may terminate any subservicing agreement to which it is a party in accordance with the terms and conditions of such subservicing agreement and either itself directly service the related Mortgage Loans or enter into a subservicing agreement with a successor subservicer that qualifies under Section 7.04(a). (c) Notwithstanding any subservicing agreement or the provisions of this Agreement relating to agreements or arrangements between the Servicer and a subservicer or reference to actions taken through a subservicer or otherwise, the Servicer shall remain obligated and primarily liable to the Trustee, the Master Servicer Servicer, the Program Administrator, the Securities Administrator and the NIMS Insurer, if any, and the Certificateholders for the servicing and administering of the Mortgage Loans in accordance with the provisions hereof without diminution of such obligation or liability by virtue of such subservicing agreements or arrangements or by virtue of indemnification from the subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans. The Servicer shall be entitled to enter into any agreement with a subservicer for indemnification of the Servicer by such subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Each Servicer may enter into subservicing agreements for any servicing and administration of the Mortgage Loans with any institution which (i) is an approved Xxxxxx Xxx or Xxxxxxx Fxxxxxx Mac Seller/Servicer as indicated in writing, and (ii) which represents and warrants that it is in compliance with the laws of each state as necessary to enable it to perform its obligations under such subservicing agreement. For this purpose, subservicing shall not be deemed to include outsourcing routine tasks to third parties includingthe use of a tax service, but not limited to, taxes, insurance, property inspection, or services for reconveyance, collection insurance or brokering REO Property. The Notwithstanding the foregoing, (i) each subservicer must be consented to by the Trustee (which consent shall not be unreasonably withheld) and (ii) without the consent of the Trustee, the Servicer may not engage more than two subservicers at any one time. Each Servicer shall give prior written notice to the Master Servicer and the Trustee of the appointment of any subservicer and shall furnish to the Master Servicer Trustee a copy of such subservicing agreement. Notwithstanding any subservicing agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Servicer and subservicer or reference to actions taken through a subservicer or otherwise, each Servicer shall remain obligated and primarily liable for the servicing and administering of the Mortgage Loans 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 the subservicer and to the same extent and under the same terms and conditions as if such Servicer alone were servicing and administering the Mortgage Loans. For purposes of this Agreement, the each Servicer shall be deemed to have received payments on Mortgage Loans immediately upon receipt by when any subservicer of has received such payments. Any such subservicing agreement shall be consistent with and not violate the provisions of this Agreement. Each subservicing agreement shall provide that a successor servicer Servicer shall have the option to terminate such agreement without payment of any fees if the predecessor servicer Servicer is terminated or resigns. Each Servicer shall terminate any subservicer that having previously been an approved Fxxxxxx Mac Seller/Servicer, no longer has such approval. (b) The Each Servicer may terminate any subservicing agreement to which it is a party in accordance with the terms and conditions of such subservicing agreement and either itself directly service the related Mortgage Loans or enter into a subservicing agreement with a successor subservicer that qualifies under Section 7.04(a6.06(a). (c) Notwithstanding any subservicing agreement or the provisions of this Agreement relating to agreements or arrangements between the Servicer and a subservicer or reference to actions taken through a subservicer or otherwise, the . Each Servicer shall remain obligated notify the Trustee of any such termination. Each Servicer will pay from its own funds, and primarily liable to the Trustee, the Master Servicer and the Certificateholders for the servicing and administering will not have any right of the Mortgage Loans in accordance with the provisions hereof without diminution of such obligation or liability by virtue of such subservicing agreements or arrangements or by virtue of indemnification reimbursement from the subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans. The Servicer shall be entitled to enter into Trust for, any agreement expenses incurred in connection with a subservicer for indemnification of the Servicer by any such subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnificationtermination.

Subservicing Agreements and Successor Subservicer. (a) The Servicer may enter into subservicing agreements for any servicing and administration of the Mortgage Loans with any institution which (i) is an approved Xxxxxx Xxx Fannie Mae or Xxxxxxx Freddie Mac Seller/Servicer and (ii) which represents and warrants that it xxx xxrxxxts txxx xx is in compliance with the laws of each state as necessary to enable it to perform its obligations under such subservicing agreement. For this purpose, subservicing shall not be deemed to include outsourcing routine tasks to third parties includingthe use of a tax service, but not limited to, taxesor services for reconveyance, insurance, property inspection, reconveyance, collection inspection or brokering REO PropertyProperty or the retention of third party contractors to perform certain servicing and loan administration functions, including without limitation, hazard insurance administration, tax payment and administration, flood certification and administration, collection services and similar functions. The Servicer shall give prior written notice to the Master Servicer and the Trustee of the appointment of any subservicer and shall furnish to the Master Servicer a copy of such subservicing agreement. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans immediately upon receipt by any subservicer of such payments. Any such subservicing agreement shall be consistent with and not violate the provisions of this Agreement. Each subservicing agreement shall provide that a successor servicer shall have the option to terminate such agreement without payment of any fees if the predecessor servicer is terminated or resigns. (b) The Servicer may terminate any subservicing agreement to which it is a party in accordance with the terms and conditions of such subservicing agreement and either itself directly service the related Mortgage Loans or enter into a subservicing agreement with a successor subservicer that qualifies under Section 7.04(a). (c) Notwithstanding any subservicing agreement or the provisions of this Agreement relating to agreements or arrangements between the Servicer and a subservicer or reference to actions taken through a subservicer or otherwise, the Servicer shall remain obligated and primarily liable to the Trustee, the Securities Administrator, the Master Servicer and the Certificateholders for the servicing and administering of the Mortgage Loans in accordance with the provisions hereof without diminution of such obligation or liability by virtue of such subservicing agreements or arrangements or by virtue of indemnification from the subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans. The Servicer shall be entitled to enter into any agreement with a subservicer for indemnification of the Servicer by such subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer may enter into subservicing agreements for any servicing and administration of the Mortgage Loans with any institution which (i) is an approved Xxxxxx Xxx Fannie Mae or Xxxxxxx Freddie Mac Seller/Servicer and (ii) which represents and warrants that it is in compliance with the laws of each state as necessary to enable it to perform its obligations enablx xx xo xxrforx xxx xbligations under such subservicing agreement. For this purpose, subservicing shall not be deemed to include outsourcing routine tasks to third parties including, but not limited to, taxes, insurance, property inspection, reconveyance, collection or brokering REO Property. The Servicer shall give prior written notice to the Master Servicer and the Trustee of the appointment of any subservicer and shall furnish to the Master Servicer a copy of such subservicing agreement. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans immediately upon receipt by any subservicer of such payments. Any such subservicing agreement shall be consistent with and not violate the provisions of this Agreement. Each subservicing agreement shall provide that a successor servicer shall have the option to terminate such agreement without payment of any fees if the predecessor servicer is terminated or resigns. (b) The Servicer may terminate any subservicing agreement to which it is a party in accordance with the terms and conditions of such subservicing agreement and either itself directly service the related Mortgage Loans or enter into a subservicing agreement with a successor subservicer that qualifies under Section 7.04(a). (c) Notwithstanding any subservicing agreement or the provisions of this Agreement relating to agreements or arrangements between the Servicer and a subservicer or reference to actions taken through a subservicer or otherwise, the Servicer shall remain obligated and primarily liable to the Trustee, the Master Servicer and the Certificateholders for the servicing and administering of the Mortgage Loans in accordance with the provisions hereof without diminution of such obligation or liability by virtue of such subservicing agreements or arrangements or by virtue of indemnification from the subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans. The Servicer shall be entitled to enter into any agreement with a subservicer for indemnification of the Servicer by such subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer may enter into subservicing agreements for any servicing and administration of the Mortgage Loans with any institution which (i) is an approved Xxxxxx Xxx or Xxxxxxx Mac Seller/Servicer and servicer as indicated in writing, (ii) which represents and warrants that it is in compliance with the laws of each state as necessary to enable it to perform its obligations under such subservicing agreementagreement and (iii) which is acceptable to the NIMS Insurer. For this purpose, subservicing shall not be deemed to include outsourcing routine tasks to third parties includingthe use of a tax service, but not limited to, taxes, insurance, property inspection, or services for reconveyance, collection insurance or brokering REO Property. The Servicer shall give prior written notice to the Master Servicer and the Trustee NIMS Insurer of the appointment of any subservicer and shall furnish to the Master Servicer and the NIMS Insurer a copy of such subservicing agreement. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans immediately upon receipt by any subservicer of such payments. Any such subservicing agreement shall be acceptable to the NIMS Insurer and be consistent with and not violate the provisions of this Agreement. Each subservicing agreement shall provide that a successor servicer shall have the option to terminate such agreement without payment of any fees if the predecessor servicer Servicer is terminated or resigns. (b) The Servicer Servicer, with the prior written consent of the NIMS Insurer, may terminate any subservicing agreement to which it is a party in accordance with the terms and conditions of such subservicing agreement and either itself directly service the related Mortgage Loans or enter into a subservicing agreement with a successor subservicer that qualifies under Section 7.04(a). (c) Notwithstanding any subservicing agreement or the provisions of this Agreement relating to agreements or arrangements between the Servicer and a subservicer or reference to actions taken through a subservicer or otherwise, the Servicer shall remain obligated and primarily liable to the Master Servicer, the Trustee, the Master Servicer NIMS Insurer and the Certificateholders for the servicing and administering of the Mortgage Loans in accordance with the provisions hereof without diminution of such obligation or liability by virtue of such subservicing agreements or arrangements or by virtue of indemnification from the subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans. The Servicer shall be entitled to enter into any agreement with a subservicer for indemnification of the Servicer by such subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer may enter into subservicing agreements for any servicing and administration of the Mortgage Loans with any institution which (i) is an approved Xxxxxx Xxx or Xxxxxxx Mac Seller/Servicer as indicated in writing and (ii) which represents and warrants that it is in compliance with the laws of each state as necessary to enable it to perform its obligations under such subservicing agreement. For this purpose, subservicing shall not be deemed to include outsourcing routine tasks to third parties includingthe use of a tax service, but not limited to, taxes, insurance, property inspection, or services for reconveyance, collection insurance or brokering REO PropertyProperty or the retention of third party contractors to perform certain servicing and loan administration functions, including without limitation, hazard insurance administration, tax payment and administration, flood certification and administration, collection services and similar functions. The Servicer shall give prior written notice to the Master Servicer and the Trustee of the appointment of any subservicer and shall furnish to the Master Servicer a copy of such subservicing agreement. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans immediately upon receipt by any subservicer of such payments. Any such subservicing agreement shall be consistent with and not violate the provisions of this Agreement. Each subservicing agreement shall provide that a successor servicer Servicer shall have the option to terminate such agreement without payment of any fees if the predecessor servicer Servicer is terminated or resigns. (b) The Servicer may terminate any subservicing agreement to which it is a party in accordance with the terms and conditions of such subservicing agreement and either itself directly service the related Mortgage Loans or enter into a subservicing agreement with a successor subservicer that qualifies under Section 7.04(a). (c) Notwithstanding any subservicing agreement or the provisions of this Agreement relating to agreements or arrangements between the Servicer and a subservicer or reference to actions taken through a subservicer or otherwise, the Servicer shall remain obligated and primarily liable to the Indenture Trustee, the Issuer, the Master Servicer and the Certificateholders Securityholders for the servicing and administering of the Mortgage Loans in accordance with the provisions hereof without diminution of such obligation or liability by virtue of such subservicing agreements or arrangements or by virtue of indemnification from the subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans. The Servicer shall be entitled to enter into any agreement with a subservicer for indemnification of the Servicer by such subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer may enter into subservicing agreements for any servicing and administration of the Mortgage Loans with any institution which (i) is an approved Xxxxxx Xxx Fannie Mae or Xxxxxxx Freddie Mac Seller/Servicer and as indicated in writing, (ii) which represents and warrants that it is in compliance with the laws of each state as necessary laxx xx exxx staxx xx xecessary to enable it to perform its obligations under such subservicing agreementagreement and (iii) which is acceptable to the NIMS Insurer. For this purpose, subservicing shall not be deemed to include outsourcing routine tasks to third parties includingthe use of a tax service, but not limited to, taxes, insurance, property inspection, or services for reconveyance, collection insurance or brokering REO PropertyProperty or the retention of third party contractors to perform certain servicing and loan administration functions, including without limitation, hazard insurance administration, tax payment and administration, flood certification and administration, collection services and similar functions. The Servicer shall give prior written notice to the Master Servicer and the Trustee NIMS Insurer of the appointment of any subservicer and shall furnish to the Master Servicer and the NIMS Insurer a copy of such subservicing agreement. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans immediately upon receipt by any subservicer of such payments. Any such subservicing agreement shall be acceptable to the NIMS Insurer and be consistent with and not violate the provisions of this Agreement. Each subservicing agreement shall provide that a successor servicer Servicer shall have the option to terminate such agreement without payment of any fees if the predecessor servicer Servicer is terminated or resigns. (b) The Servicer Servicer, with the prior written consent of the NIMS Insurer, may terminate any subservicing agreement to which it is a party in accordance with the terms and conditions of such subservicing agreement and either itself directly service the related Mortgage Loans or enter into a subservicing agreement with a successor subservicer that qualifies under Section 7.04(a). (c) Notwithstanding any subservicing agreement or the provisions of this Agreement relating to agreements or arrangements between the Servicer and a subservicer or reference to actions taken through a subservicer or otherwise, the Servicer shall remain obligated and primarily liable to the Trustee, the Master Servicer Servicer, the NIMS Insurer and the Certificateholders for the servicing and administering of the Mortgage Loans in accordance with the provisions hereof without diminution of such obligation or liability by virtue of such subservicing agreements or arrangements or by virtue of indemnification from the subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans. The Servicer shall be entitled to enter into any agreement with a subservicer for indemnification of the Servicer by such subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer may enter into subservicing agreements for any servicing and administration of the Mortgage Loans with any institution which (i) is an approved Xxxxxx Xxx or Xxxxxxx Mac Seller/Servicer and servicer as indicated in writing, (ii) which represents and warrants that it is in compliance with the laws of each state as necessary to enable it to perform its obligations under such subservicing agreementagreement and (iii) which is acceptable to the NIMS Insurer. For this purpose, subservicing shall not be deemed to include outsourcing routine tasks to third parties includingthe use of a tax service, but not limited to, taxes, insurance, property inspection, or services for reconveyance, collection insurance or brokering REO Property. The Servicer shall give prior written notice to the Master Servicer Servicer, the NIMS Insurer and the Trustee of the appointment of any subservicer and shall furnish to the Master Servicer and the NIMS Insurer a copy of such subservicing agreement. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans immediately upon receipt by any subservicer of such payments. Any such subservicing agreement shall be acceptable to the NIMS Insurer and be consistent with and not violate the provisions of this Agreement. Each subservicing agreement shall provide that a successor servicer shall have the option to terminate such agreement without payment of any fees if the predecessor servicer Servicer is terminated or resigns. (b) The Servicer Servicer, with the prior written consent of the NIMS Insurer, may terminate any subservicing agreement to which it is a party in accordance with the terms and conditions of such subservicing agreement and either itself directly service the related Mortgage Loans or enter into a subservicing agreement with a successor subservicer that qualifies under Section 7.04(a). (c) Notwithstanding any subservicing agreement or the provisions of this Agreement relating to agreements or arrangements between the Servicer and a subservicer or reference to actions taken through a subservicer or otherwise, the Servicer shall remain obligated and primarily liable to the Trustee, the Master Servicer Servicer, the NIMS Insurer and the Certificateholders for the servicing and administering of the Mortgage Loans in accordance with the provisions hereof without diminution of such obligation or liability by virtue of such subservicing agreements or arrangements or by virtue of indemnification from the subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans. The Servicer shall be entitled to enter into any agreement with a subservicer for indemnification of the Servicer by such subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer may enter into subservicing agreements for any servicing and administration of the Mortgage Loans with any institution which (i) is an approved Xxxxxx Xxx Fannie Mae or Xxxxxxx Freddie Mac Seller/Servicer and (ii) which represents and warrants that it xxx xxrxxxts txxx xx is in compliance with the laws of each state as necessary to enable it to perform its obligations under such subservicing agreement. For this purpose, subservicing shall not be deemed to include outsourcing routine tasks to third parties includingthe use of a tax service, but not limited to, taxesor services for reconveyance, insurance, property inspection, reconveyance, collection inspection or brokering REO PropertyProperty or the retention of third party contractors to perform certain servicing and loan administration functions, including without limitation, hazard insurance administration, tax payment and administration, flood certification and administration, collection services and similar functions. The Servicer shall give prior written notice to the Master Servicer and the Trustee of the appointment of any subservicer and shall furnish to the Master Servicer a copy of such subservicing agreement. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans immediately upon receipt by any subservicer of such payments. Any such subservicing agreement shall be consistent with and not violate the provisions of this Agreement. Each subservicing agreement shall provide that a successor servicer shall have the option to terminate such agreement without payment of any fees if the predecessor servicer is terminated or resigns. (b) The Servicer may terminate any subservicing agreement to which it is a party in accordance with the terms and conditions of such subservicing agreement and either itself directly service the related Mortgage Loans or enter into a subservicing agreement with a successor subservicer that qualifies under Section 7.04(a). (c) Notwithstanding any subservicing agreement or the provisions of this Agreement relating to agreements or arrangements between the Servicer and a subservicer or reference to actions taken through a subservicer or otherwise, the Servicer shall remain obligated and primarily liable to the Trustee, the Master Servicer and the Certificateholders for the servicing and administering of the Mortgage Loans in accordance with the provisions hereof without diminution of such obligation or liability by virtue of such subservicing agreements or arrangements or by virtue of indemnification from the subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans. The Servicer shall be entitled to enter into any agreement with a subservicer for indemnification of the Servicer by such subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer may enter into subservicing agreements for any servicing and administration of the Mortgage Loans with any institution which (i) is an approved Xxxxxx Xxx or Xxxxxxx Mac Seller/Servicer and as indicated in writing, (ii) which represents and warrants that it is in compliance with the laws of each state as necessary to enable it to perform its obligations under such subservicing agreementagreement and (iii) which is acceptable to the NIMS Insurer. For this purpose, subservicing shall not be deemed to include outsourcing routine tasks to third parties includingthe use of a tax service, but not limited to, taxes, insurance, property inspection, or services for reconveyance, collection insurance or brokering REO PropertyProperty or the retention of third party contractors to perform certain servicing and loan administration functions, including without limitation, hazard insurance administration, tax payment and administration, flood certification and administration, collection services and similar functions. The Servicer shall give prior written notice to the Master Servicer and the Trustee NIMS Insurer of the appointment of any subservicer and shall furnish to the Master Servicer and the NIMS Insurer a copy of such subservicing agreement. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans immediately upon receipt by any subservicer of such payments. Any such subservicing agreement shall be acceptable to the NIMS Insurer and be consistent with and not violate the provisions of this Agreement. Each subservicing agreement shall provide that a successor servicer shall have the option to terminate such agreement without payment of any fees if the predecessor servicer Servicer is terminated or resigns. (b) The Servicer Servicer, with the prior written consent of the NIMS Insurer, may terminate any subservicing agreement to which it is a party in accordance with the terms and conditions of such subservicing agreement and either itself directly service the related Mortgage Loans or enter into a subservicing agreement with a successor subservicer that qualifies under Section 7.04(a). (c) Notwithstanding any subservicing agreement or the provisions of this Agreement relating to agreements or arrangements between the Servicer and a subservicer or reference to actions taken through a subservicer or otherwise, the Servicer shall remain obligated and primarily liable to the Trustee, the Master Servicer Servicer, the NIMS Insurer and the Certificateholders for the servicing and administering of the Mortgage Loans in accordance with the provisions hereof without diminution of such obligation or liability by virtue of such subservicing agreements or arrangements or by virtue of indemnification from the subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans. The Servicer shall be entitled to enter into any agreement with a subservicer for indemnification of the Servicer by such subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer may enter into subservicing agreements for any servicing and administration of the Mortgage Loans with any institution which (i) is an approved Xxxxxx Xxx or Xxxxxxx Mac Faxxxx Xax xr Frxxxxx Xac Seller/Servicer and (ii) which represents and warrants that it is in compliance with the laws of each state as necessary to enable it to perform its obligations under such subservicing agreement. For this purpose, subservicing shall not be deemed to include outsourcing routine tasks to third parties including, but not limited to, taxes, insurance, property inspection, reconveyance, collection or brokering REO Property. The Servicer shall give prior written notice to the Master Servicer and the Trustee of the appointment of any subservicer and shall furnish to the Master Servicer a copy of such subservicing agreement. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans immediately upon receipt by any subservicer of such payments. Any such subservicing agreement shall be consistent with and not violate the provisions of this Agreement. Each subservicing agreement shall provide that a successor servicer shall have the option to terminate such agreement without payment of any fees if the predecessor servicer is terminated or resigns. (b) The Servicer may terminate any subservicing agreement to which it is a party in accordance with the terms and conditions of such subservicing agreement and either itself directly service the related Mortgage Loans or enter into a subservicing agreement with a successor subservicer that qualifies under Section 7.04(a). (c) Notwithstanding any subservicing agreement or the provisions of this Agreement relating to agreements or arrangements between the Servicer and a subservicer or reference to actions taken through a subservicer or otherwise, the Servicer shall remain obligated and primarily liable to the Trustee, the Master Servicer and the Certificateholders for the servicing and administering of the Mortgage Loans in accordance with the provisions hereof without diminution of such obligation or liability by virtue of such subservicing agreements or arrangements or by virtue of indemnification from the subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans. The Servicer shall be entitled to enter into any agreement with a subservicer for indemnification of the Servicer by such subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Master Servicer may enter into subservicing agreements for any servicing and administration of the Mortgage Loans with any institution which (i) is pre-approved by the Guarantor and an approved Xxxxxx Xxx or Xxxxxxx Freddie 102 Mac Seller/Master Servicer as indicated in writing, and (ii) which represents and warrants that it is in compliance with the laws of each state as necessary to enable it to perform its obligations under such subservicing agreement; provided, however, that in connection with such subservicing agreement, the Guarantor shall consult with the NIMS Insurer, but the decision to approve such subservicing agreement shall remain in the Guarantor's sole discretion. For this purpose, subservicing shall not be deemed to include outsourcing routine tasks to third parties includingthe use of a tax service, but not limited to, taxes, insurance, property inspection, or services for reconveyance, collection insurance or brokering REO Property. The Master Servicer shall give prior written notice to the Master Servicer Seller, the Guarantor, the NIMS Insurer and the Trustee of the appointment of any subservicer and shall furnish to the Master Servicer Seller, the NIMS Insurer and the Guarantor a copy of such subservicing agreement. For purposes of this Agreement, the Master Servicer shall be deemed to have received payments on Mortgage Loans immediately upon receipt by when any subservicer of has received such payments. Any such subservicing agreement shall be consistent with and not violate the provisions of this Agreement. Each subservicing agreement shall provide that a successor servicer Master Servicer shall have the option to terminate such agreement without payment of any fees if the predecessor servicer Master Servicer is terminated or resigns. The Guarantor shall, after consultation with the NIMS Insurer, have the right to direct the Master Servicer (at the Master Servicer's expense) to terminate any subservicer that (i) having previously been an approved Freddie Mac Seller/Masxxx Xxxvicer, no longer has such approval or (ii) at the Guarantor's reasonable request. (b) The Master Servicer may terminate any subservicing agreement to which it is a party in accordance with the terms and conditions of such subservicing agreement and either itself directly service the related Mortgage Loans or enter into a subservicing agreement with a successor subservicer that qualifies under Section 7.04(a6.06(a). (c) Notwithstanding any subservicing agreement or the provisions of this Agreement relating to agreements or arrangements between the Servicer and a subservicer or reference to actions taken through a subservicer or otherwise, the Servicer shall remain obligated and primarily liable to the Trustee, the Master Servicer and the Certificateholders for the servicing and administering of the Mortgage Loans in accordance with the provisions hereof without diminution of such obligation or liability by virtue of such subservicing agreements or arrangements or by virtue of indemnification from the subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans. The Servicer shall be entitled to enter into any agreement with a subservicer for indemnification of the Servicer by such subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer may enter into subservicing agreements for any servicing and administration of the Mortgage Loans with any institution which (i) is an approved Xxxxxx Xxx or Xxxxxxx Mac Seller/Servicer and servicer as indicated in writing, (ii) which represents and warrants that it is in compliance with the laws of each state as necessary to enable it to perform its obligations under such subservicing agreementagreement and (iii) which is acceptable to the NIMS Insurer. For this purpose, subservicing shall not be deemed to include outsourcing routine tasks to third parties includingthe use of a tax service, but not limited to, taxes, insurance, property inspection, or services for reconveyance, collection insurance or brokering REO Property. The Servicer shall give prior written notice to the Master Servicer Servicer, the NIMS Insurer and the Trustee of the appointment of any subservicer and shall furnish to the Master Servicer and the NIMS Insurer a copy of such subservicing agreement. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans immediately upon receipt by any subservicer of such payments. Any such subservicing agreement shall be acceptable to the NIMS Insurer and be consistent with and not violate the provisions of this Agreement. Each subservicing agreement shall provide that a successor servicer shall have the option to terminate such agreement without payment of any fees if the predecessor servicer Servicer is terminated or resigns. (b) The Servicer Servicer, with the prior written consent of the NIMS Insurer, may terminate any subservicing agreement to which it is a party in accordance with the terms and conditions of such subservicing agreement and either itself directly service the related Mortgage Loans or enter into a subservicing agreement with a successor subservicer that qualifies under Section 7.04(a). (c) Notwithstanding any subservicing agreement or the provisions of this Agreement relating to agreements or arrangements between the Servicer and a subservicer or reference to actions taken through a subservicer or otherwise, the Servicer shall remain obligated and primarily liable to the Trustee, the Master Servicer Servicer, the Securities Administrator, the NIMS Insurer and the Certificateholders for the servicing and administering of the Mortgage Loans in accordance with the provisions hereof without diminution of such obligation or liability by virtue of such subservicing agreements or arrangements or by virtue of indemnification from the subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans. The Servicer shall be entitled to enter into any agreement with a subservicer for indemnification of the Servicer by such subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer may enter into subservicing agreements for any servicing and administration of the Mortgage Loans with any institution which (i) is an approved Xxxxxx Xxx or Xxxxxxx Mac Seller/Servicer and Faxxxx Xax xr Frxxxxx Xac servicer as indicated in writing, (ii) which represents and warrants that it is in compliance with the laws of each state as necessary to enable it to perform its obligations under such subservicing agreementagreement and (iii) which is acceptable to the NIMS Insurer. For this purpose, subservicing shall not be deemed to include outsourcing routine tasks to third parties includingthe use of a tax service, but not limited to, taxes, insurance, property inspection, or services for reconveyance, collection insurance or brokering REO Property. The Servicer shall give prior written notice to the Master Servicer and the Trustee NIMS Insurer of the appointment of any subservicer and shall furnish to the Master Servicer and the NIMS Insurer a copy of such subservicing agreement. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans immediately upon receipt by any subservicer of such payments. Any such subservicing agreement shall be acceptable to the NIMS Insurer and be consistent with and not violate the provisions of this Agreement. Each subservicing agreement shall provide that a successor servicer shall have the option to terminate such agreement without payment of any fees if the predecessor servicer Servicer is terminated or resigns. (b) The Servicer Servicer, with the prior written consent of the NIMS Insurer, may terminate any subservicing agreement to which it is a party in accordance with the terms and conditions of such subservicing agreement and either itself directly service the related Mortgage Loans or enter into a subservicing agreement with a successor subservicer that qualifies under Section 7.04(a). (c) Notwithstanding any subservicing agreement or the provisions of this Agreement relating to agreements or arrangements between the Servicer and a subservicer or reference to actions taken through a subservicer or otherwise, the Servicer shall remain obligated and primarily liable to the TrusteeMaster Servicer, the Master Servicer NIMS Insurer and the Certificateholders for the servicing and administering of the Mortgage Loans in accordance with the provisions hereof without diminution of such obligation or liability by virtue of such subservicing agreements or arrangements or by virtue of indemnification from the subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans. The Servicer shall be entitled to enter into any agreement with a subservicer for indemnification of the Servicer by such subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer may enter into subservicing agreements for any servicing and administration of the Mortgage Loans with any institution which (i) is an approved Xxxxxx Xxx or Xxxxxxx Mac Seller/Servicer and (ii) which represents and warrants that it is in compliance with the laws of each state as necessary to enable it to perform its obligations under such subservicing agreement. For this purpose, subservicing shall not be deemed to include outsourcing routine tasks to third parties including, but not limited to, taxes, insurance, property inspection, reconveyance, collection or brokering REO Property. The Servicer shall give prior written notice to the Master Servicer Servicer, the Depositor and the Trustee of the appointment of any subservicer or other subcontractor and shall furnish to the Master Servicer a copy of such subservicing agreement. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans immediately upon receipt by any subservicer of such payments. Any such subservicing agreement shall be consistent with and not violate the provisions of this Agreement. Each subservicing agreement shall provide that a successor servicer shall have the option to terminate such agreement without payment of any fees if the predecessor servicer is terminated or resigns. (b) The Servicer may terminate any subservicing agreement to which it is a party in accordance with the terms and conditions of such subservicing agreement and either itself directly service the related Mortgage Loans or enter into a subservicing agreement with a successor subservicer or subcontractor that qualifies under Section 7.04(a). (c) Notwithstanding any subservicing agreement or the provisions of this Agreement relating to agreements or arrangements between the Servicer and a subservicer or other subcontractor or reference to actions taken through a subservicer or otherwise, (i) the Servicer shall remain obligated and primarily liable to the Trustee, the Master Servicer and the Certificateholders for the servicing and administering of the Mortgage Loans in accordance with the provisions hereof without diminution of such obligation or liability by virtue of such subservicing agreements or arrangements or by virtue of indemnification from the subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage LoansLoans and (ii) any subservicer or other subcontractor that performs any of the functions identified in Item 1122(d) of Regulation AB must agree in writing that, if the Master Servicer or the Depositor determines that such subcontractor was “participating in the servicing function” within the meaning of Item 1122, such subcontractor will comply with the provisions of Sections 5.02, 5.03 and 5.04 to the same extent as if such subservicer were the Servicer. The Servicer shall be entitled to enter into any agreement with a subservicer for indemnification of the Servicer by such subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.. ]

Subservicing Agreements and Successor Subservicer. (a) The Servicer may enter into subservicing agreements for any servicing and administration of the Mortgage Revolving Credit Loans with any institution which (i) is an approved Xxxxxx Xxx Fxxxxx Mxx or Xxxxxxx Fxxxxxx Mac Seller/Servicer and (ii) which represents and warrants that it is in compliance with the laws of each state as necessary to enable it to perform its obligations under such subservicing agreement. For this purpose, subservicing shall not be deemed to include outsourcing routine tasks to third parties including, but not limited to, taxes, insurance, property inspection, reconveyance, collection or brokering REO Property. The Servicer shall give prior written notice to the Master Servicer Servicer, the Depositor and the Trustee of the appointment of any subservicer or other subcontractor and shall furnish to the Master Servicer a copy of such subservicing agreement. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Revolving Credit Loans immediately upon receipt by any subservicer of such payments. Any such subservicing agreement shall be consistent with and not violate the provisions of this Agreement. Each subservicing agreement shall provide that a successor servicer shall have the option to terminate such agreement without payment of any fees if the predecessor servicer is terminated or resigns. (b) The Servicer may terminate any subservicing agreement to which it is a party in accordance with the terms and conditions of such subservicing agreement and either itself directly service the related Mortgage Revolving Credit Loans or enter into a subservicing agreement with a successor subservicer or subcontractor that qualifies under Section 7.04(a). (c) Notwithstanding any subservicing agreement or the provisions of this Agreement relating to agreements or arrangements between the Servicer and a subservicer or other subcontractor or reference to actions taken through a subservicer or otherwise, (i) the Servicer shall remain obligated and primarily liable to the Trustee, the Master Servicer and the Certificateholders for the servicing and administering of the Mortgage Revolving Credit Loans in accordance with the provisions hereof without diminution of such obligation or liability by virtue of such subservicing agreements or arrangements or by virtue of indemnification from the subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage LoansRevolving Credit Loans and (ii) any subservicer or other subcontractor that performs any of the functions identified in Item 1122(d) of Regulation AB must agree in writing that, if the Master Servicer or the Depositor determines that such subcontractor was “participating in the servicing function” within the meaning of Item 1122, such subcontractor will comply with the provisions of Sections 5.02, 5.03 and 5.04 to the same extent as if such subservicer were the Servicer. The Servicer shall be entitled to enter into any agreement with a subservicer for indemnification of the Servicer by such subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.]

Subservicing Agreements and Successor Subservicer. (a) The Servicer may enter into subservicing agreements for any servicing and administration of the Participation Mortgage Loans with any institution which (i) is an approved Xxxxxx Xxx Fannie Mae or Xxxxxxx Freddie Mac Seller/Servicer and (ii) which represents and warrants that it representx xxx wxxxants xxxx xt is in compliance with the laws of each state as necessary to enable it to perform its obligations under such subservicing agreement. For this purpose, subservicing shall not be deemed to include outsourcing routine tasks to third parties includingthe use of a tax service, but not limited to, taxesor services for reconveyance, insurance, property inspection, reconveyance, collection inspection or brokering REO PropertyProperty or the retention of third party contractors to perform certain servicing and loan administration functions, including without limitation, hazard insurance administration, tax payment and administration, flood certification and administration, collection services and similar functions. The Servicer shall give prior written notice to the Master Servicer Servicer, the Seller and the Trustee applicable Participants of the appointment of any subservicer and shall furnish to the Master Servicer a copy of such subservicing agreement. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Participation Mortgage Loans immediately upon receipt by any subservicer of such payments. Any such subservicing agreement shall be consistent with and not violate the provisions of this Agreement. Each subservicing agreement shall provide that a successor servicer shall have the option to terminate such agreement without payment of any fees if the predecessor servicer is terminated or resigns. (b) The Servicer may terminate any subservicing agreement to which it is a party in accordance with the terms and conditions of such subservicing agreement and either itself directly service the related Participation Mortgage Loans or enter into a subservicing agreement with a successor subservicer that qualifies under Section 7.04(a). (c) Notwithstanding any subservicing agreement or the provisions of this Agreement relating to agreements or arrangements between the Servicer and a subservicer or reference to actions taken through a subservicer or otherwise, the Servicer shall remain obligated and primarily liable to the TrusteeSeller, the Master Servicer and the Certificateholders applicable Participants for the servicing and administering of the Participation Mortgage Loans in accordance with the provisions hereof without diminution of such obligation or liability by virtue of such subservicing agreements or arrangements or by virtue of indemnification from the subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Participation Mortgage Loans. The Servicer shall be entitled to enter into any agreement with a subservicer for indemnification of the Servicer by such subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer may enter into subservicing agreements for any servicing and administration of the Mortgage Loans with any institution which (i) is an approved Xxxxxx Xxx or Xxxxxxx Freddie Mac Seller/Servicer and servicer as indicated in writing, (ii) which represents and warrants that it is in compliance with the laws of each state as necessary to enable it to perform its obligations under such subservicing agreementagreement and (iii) which is acceptable to the NIMS Insurer. For this purpose, subservicing shall not be deemed to include outsourcing routine tasks to third parties includingthe use of a tax service, but not limited to, taxes, insurance, property inspection, or services for reconveyance, collection insurance or brokering REO Property. The Servicer shall give prior written notice to the Master Servicer and the Trustee NIMS Insurer of the appointment of any subservicer and shall furnish to the Master Servicer and the NIMS Insurer a copy of such subservicing agreement. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans immediately upon receipt by any subservicer of such payments. Any such subservicing agreement shall be acceptable to the NIMS Insurer and be consistent with and not violate the provisions of this Agreement. Each subservicing agreement shall provide that a successor servicer shall have the option to terminate such agreement without payment of any fees if the predecessor servicer Servicer is terminated or resigns. (b) The Servicer Servicer, with the prior written consent of the NIMS Insurer, may terminate any subservicing agreement to which it is a party in accordance with the terms and conditions of such subservicing agreement and either itself directly service the related Mortgage Loans or enter into a subservicing agreement with a successor subservicer that qualifies under Section 7.04(a). (c) Notwithstanding any subservicing agreement or the provisions of this Agreement relating to agreements or arrangements between the Servicer and a subservicer or reference to actions taken through a subservicer or otherwise, the Servicer shall remain obligated and primarily liable to the TrusteeMaster Servicer, the Master Servicer Securities Administrator the NIMS Insurer and the Certificateholders for the servicing and administering of the Mortgage Loans in accordance with the provisions hereof without diminution of such obligation or liability by virtue of such subservicing agreements or arrangements or by virtue of indemnification from the subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans. The Servicer shall be entitled to enter into any agreement with a subservicer for indemnification of the Servicer by such subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer may enter into subservicing agreements for any servicing and administration of the Mortgage Loans with any institution which (i) is an approved Xxxxxx Xxx or Xxxxxxx Mac Faxxxx Xax xr Frxxxxx Xac Seller/Servicer and as indicated in writing, (ii) which represents and warrants that it is in compliance with the laws of each state as necessary to enable it to perform its obligations under such subservicing agreementagreement and (iii) which is acceptable to the NIMS Insurer. For this purpose, subservicing shall not be deemed to include outsourcing routine tasks to third parties includingthe use of a tax service, but not limited to, taxes, insurance, property inspection, or services for reconveyance, collection insurance or brokering REO PropertyProperty or the retention of third party contractors to perform certain servicing and loan administration functions, including without limitation, hazard insurance administration, tax payment and administration, flood certification and administration, collection services and similar functions. The Servicer shall give prior written notice to the Master Servicer and the Trustee NIMS Insurer of the appointment of any subservicer and shall furnish to the Master Servicer and the NIMS Insurer a copy of such subservicing agreement. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans immediately upon receipt by any subservicer of such payments. Any such subservicing agreement shall be acceptable to the NIMS Insurer and be consistent with and not violate the provisions of this Agreement. Each subservicing agreement shall provide that a successor servicer Servicer shall have the option to terminate such agreement without payment of any fees if the predecessor servicer Servicer is terminated or resigns. (b) The Servicer Servicer, with the prior written consent of the NIMS Insurer, may terminate any subservicing agreement to which it is a party in accordance with the terms and conditions of such subservicing agreement and either itself directly service the related Mortgage Loans or enter into a subservicing agreement with a successor subservicer that qualifies under Section 7.04(a). (c) Notwithstanding any subservicing agreement or the provisions of this Agreement relating to agreements or arrangements between the Servicer and a subservicer or reference to actions taken through a subservicer or otherwise, the Servicer shall remain obligated and primarily liable to the Trustee, the Master Servicer Servicer, the NIMS Insurer and the Certificateholders for the servicing and administering of the Mortgage Loans in accordance with the provisions hereof without diminution of such obligation or liability by virtue of such subservicing agreements or arrangements or by virtue of indemnification from the subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans. The Servicer shall be entitled to enter into any agreement with a subservicer for indemnification of the Servicer by such subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer may enter into subservicing agreements for Subservicer shall not hire or otherwise utilize the services of any servicing and administration Reg AB Subservicer to fulfill any of the Mortgage Loans obligations of the Subservicer as subservicer under this Agreement unless the Subservicer complies with any institution which the provisions of paragraph (b) of this Section 9.04 and the proposed Reg AB Subservicer (i) is an institution which is an approved Xxxxxx Xxx or Xxxxxxx Mac Seller/Servicer as indicated in writing and (ii) which represents and warrants that it is in compliance with the laws of each state as necessary to enable it to perform its obligations under such subservicing agreement. For The Subservicer shall not hire or otherwise utilize the services of any Reg AB Subcontractor, and shall not permit any Reg AB Subservicer to hire or otherwise utilize the services of any Reg AB Subcontractor, to fulfill any of the obligations of the Subservicer as subservicer under this purpose, subservicing Agreement unless the Subservicer complies with the provisions of paragraph (c) of this Section 9.04. (b) It shall not be deemed necessary for the Subservicer to include outsourcing routine tasks to third parties including, but not limited to, taxes, insurance, property inspection, reconveyance, collection or brokering REO Property. The Servicer shall give prior written notice to seek the consent of the Master Servicer and the Trustee of Company to the appointment utilization of any subservicer and shall furnish to the Master Servicer a copy of such subservicing agreementReg AB Subservicer. For purposes of this Agreement, the Servicer Subservicer shall be deemed to have received payments on Mortgage Loans immediately upon receipt by any subservicer Reg AB Subservicer of such payments. Any such subservicing agreement shall be consistent with and not violate the provisions of this Agreement. Each subservicing agreement shall provide that a successor servicer Subservicer shall have the option to terminate such agreement without payment of any fees if the predecessor servicer Subservicer is terminated or resigns. . The Subservicer shall cause any Reg AB Subservicer used by the Subservicer (bor by any Reg AB Subservicer) The Servicer may terminate any subservicing agreement to which it is a party in accordance comply with the terms provisions of this Section 9.04 and conditions with Sections 3.01(i), 5.02(b), 7.04(a), 7.04(b), 7.05 and 9.01 and Exhibit J of this Agreement to the same extent as if such subservicing agreement Reg AB Subservicer were the Subservicer. The Subservicer shall be responsible for obtaining from each Reg AB Subservicer and either itself directly service delivering to the related Mortgage Loans or enter into a subservicing agreement with a successor Master Servicer and the Company any subservicer that qualifies compliance statement required to be delivered by such Reg AB Subservicer under Section 7.04(a)7.05, any reports on assessment of compliance and attestation required to be delivered by such Reg AB Subservicer under Section 7.04 and any certification required to be delivered under 7.04 to the Person that will be responsible for signing the Sarbanes Certification under Section 7.04 as and when required to be delivered hereunder. (c) Notwithstanding any subservicing agreement or It shall not be necessary for the provisions Subservicer to seek the consent of this Agreement relating to agreements or arrangements between the Servicer and a subservicer or reference to actions taken through a subservicer or otherwise, the Servicer shall remain obligated and primarily liable to the Trustee, the Master Servicer and the Certificateholders Company to the utilization of any Reg AB Subcontractor. The Subservicer shall promptly upon request provide the Master Servicer and the Company a written description (in form and substance satisfactory to the Master Servicer and the Company) of the role and function of each Reg AB Subcontractor utilized by the Subservicer or any Reg AB Subservicer, specifying (A) the identity of each such Reg AB Subcontractor, (B) which (if any) of such Reg AB Subcontractors are Participating Entities, and (C) which elements of the servicing criteria set forth under Item 1122(d) of Regulation AB will be addressed in assessments of compliance provided by each Reg AB Subcontractor identified pursuant to clause (B) of this paragraph. As a condition to the utilization of any Reg AB Subcontractor determined to be a Participating Entity, the Subservicer shall cause any such Reg AB Subcontractor used by the Subservicer (or by any Reg AB Subservicer) for the servicing and administering benefit of the Mortgage Loans in accordance Master Servicer and the Company to comply with the provisions hereof without diminution of such obligation or liability by virtue Sections 3.01(i), 5.02(b), 7.04(a), 7.04(b), 7.05 and 9.01 and Exhibit J of such subservicing agreements or arrangements or by virtue of indemnification from the subservicer and this Agreement to the same extent and under the same terms and conditions as if such Reg AB Subcontractor were the Servicer alone were servicing and administering the Mortgage LoansSubservicer. The Servicer Subservicer shall be entitled responsible for obtaining from each Reg AB Subcontractor and delivering to enter into Master Servicer and the Company any agreement with a subservicer for indemnification assessment of the Servicer compliance and attestation required to be delivered by such subservicer Reg AB Subcontractor under Sections 7.04 and nothing contained 7.05, in this Agreement shall each case as and when required to be deemed to limit or modify such indemnificationdelivered.

Subservicing Agreements and Successor Subservicer. (a) The Servicer may enter into subservicing agreements for any servicing and administration of the Mortgage Loans with any institution which (i) is an approved Xxxxxx Xxx or Xxxxxxx Mac Seller/Servicer as indicated in writing and (ii) which represents and warrants that it is in compliance with the laws of each state as necessary to enable it to perform its obligations under such subservicing agreement. For this purpose, subservicing shall not be deemed to include outsourcing routine tasks to third parties includingthe use of a tax service, but not limited to, taxesor services for reconveyance, insurance, property inspection, reconveyance, collection inspection or brokering REO PropertyProperty or the retention of third party contractors to perform certain servicing and loan administration functions, including without limitation, hazard insurance administration, tax payment and administration, flood certification and administration, collection services and similar functions. The Servicer shall give prior written notice to the Master Servicer and the Trustee of the appointment of any subservicer and shall furnish to the Master Servicer a copy of such subservicing agreement. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans immediately upon receipt by any subservicer of such payments. Any such subservicing agreement shall be consistent with and not violate the provisions of this Agreement. Each subservicing agreement shall provide that a successor servicer Servicer shall have the option to terminate such agreement without payment of any fees if the predecessor servicer Servicer is terminated or resigns. (b) The Servicer may terminate any subservicing agreement to which it is a party in accordance with the terms and conditions of such subservicing agreement and either itself directly service the related Mortgage Loans or enter into a subservicing agreement with a successor subservicer that qualifies under Section 7.04(a). (c) Notwithstanding any subservicing agreement or the provisions of this Agreement relating to agreements or arrangements between the Servicer and a subservicer or reference to actions taken through a subservicer or otherwise, the Servicer shall remain obligated and primarily liable to the Trustee, the Securities Administrator, the Master Servicer and the Certificateholders for the servicing and administering of the Mortgage Loans in accordance with the provisions hereof without diminution of such obligation or liability by virtue of such subservicing agreements or arrangements or by virtue of indemnification from the subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans. The Servicer shall be entitled to enter into any agreement with a subservicer for indemnification of the Servicer by such subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer may enter into subservicing agreements for any servicing and administration of the Mortgage Loans with any institution which (i) is an approved Xxxxxx Xxx Fannie Mae or Xxxxxxx Freddie Mac Seller/Servicer and as indicated in writing, (ii) which represents and warrants that it is in compliance with ix xx xn xxmplixxxx xxth the laws of each state as necessary to enable it to perform its obligations under such subservicing agreementagreement and (iii) which is acceptable to the NIMS Insurer. For this purpose, subservicing shall not be deemed to include outsourcing routine tasks to third parties includingthe use of a tax service, but not limited to, taxes, insurance, property inspection, or services for reconveyance, collection insurance or brokering REO Property. The Servicer shall give prior written notice to the Master Servicer and the Trustee NIMS Insurer of the appointment of any subservicer and shall furnish to the Master Servicer and the NIMS Insurer a copy of such subservicing agreement. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans immediately upon receipt by any subservicer of such payments. Any such subservicing agreement shall be acceptable to the NIMS Insurer and be consistent with and not violate the provisions of this Agreement. Each subservicing agreement shall provide that a successor servicer shall have the option to terminate such agreement without payment of any fees if the predecessor servicer Servicer is terminated or resigns. (b) The Servicer Servicer, with the prior written consent of the NIMS Insurer, may terminate any subservicing agreement to which it is a party in accordance with the terms and conditions of such subservicing agreement and either itself directly service the related Mortgage Loans or enter into a subservicing agreement with a successor subservicer that qualifies under Section 7.04(a). (c) Notwithstanding any subservicing agreement or the provisions of this Agreement relating to agreements or arrangements between the Servicer and a subservicer or reference to actions taken through a subservicer or otherwise, the Servicer shall remain obligated and primarily liable to the TrusteeMaster Servicer, the Master Servicer NIMS Insurer and the Certificateholders for the servicing and administering of the Mortgage Loans in accordance with the provisions hereof without diminution of such obligation or liability by virtue of such subservicing agreements or arrangements or by virtue of indemnification from the subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans. The Servicer shall be entitled to enter into any agreement with a subservicer for indemnification of the Servicer by such subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer may enter into subservicing agreements for any servicing and administration of the Mortgage Loans with any institution which (i) is an approved Xxxxxx Xxx or Xxxxxxx Mac Seller/Servicer servicer as indicated in writing and (ii) which represents and warrants that it is in compliance with the laws of each state as necessary to enable it to perform its obligations under such subservicing agreement. For this purpose, subservicing shall not be deemed to include outsourcing routine tasks to third parties includingthe use of a tax service, but not limited to, taxes, insurance, property inspection, or services for reconveyance, collection insurance or brokering REO Property. The Servicer shall give prior written notice to the Master Servicer and the Trustee of the appointment of any subservicer and shall furnish to the Master Servicer a copy of such subservicing agreement. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans immediately upon receipt by any subservicer of such payments. Any such subservicing agreement shall be consistent with and not violate the provisions of this Agreement. Each subservicing agreement shall provide that a successor servicer shall have the option to terminate such agreement without payment of any fees if the predecessor servicer Servicer is terminated or resigns. (b) The Servicer may terminate any subservicing agreement to which it is a party in accordance with the terms and conditions of such subservicing agreement and either itself directly service the related Mortgage Loans or enter into a subservicing agreement with a successor subservicer that qualifies under Section 7.04(a). (c) Notwithstanding any subservicing agreement or the provisions of this Agreement relating to agreements or arrangements between the Servicer and a subservicer or reference to actions taken through a subservicer or otherwise, the Servicer shall remain obligated and primarily liable to the Trustee, the Master Servicer and the Certificateholders for the servicing and administering of the Mortgage Loans in accordance with the provisions hereof without diminution of such obligation or liability by virtue of such subservicing agreements or arrangements or by virtue of indemnification from the subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans. The Servicer shall be entitled to enter into any agreement with a subservicer for indemnification of the Servicer by such subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer may enter into subservicing agreements for any servicing and administration of the Mortgage Loans with any institution which (i) is an approved Xxxxxx Xxx Fxxxxx Mxx or Xxxxxxx Fxxxxxx Mac Seller/Servicer as indicated in writing and (ii) which represents and warrants that it is in compliance with the laws of each state as necessary to enable it to perform its obligations under such subservicing agreement. For this purpose, subservicing shall not be deemed to include outsourcing routine tasks to third parties includingthe use of a tax service, but not limited to, taxes, insurance, property inspection, or services for reconveyance, collection insurance or brokering REO PropertyProperty or the retention of third party contractors to perform certain servicing and loan administration functions, including without limitation, hazard insurance administration, tax payment and administration, flood certification and administration, collection services and similar functions. The Servicer shall give prior written notice to the Master Servicer and the Trustee of the appointment of any subservicer and shall furnish to the Master Servicer a copy of such subservicing agreement. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans immediately upon receipt by any subservicer of such payments. Any such subservicing agreement shall be consistent with and not violate the provisions of this Agreement. Each subservicing agreement shall provide that a successor servicer Servicer shall have the option to terminate such agreement without payment of any fees if the predecessor servicer Servicer is terminated or resigns. (b) The Servicer may terminate any subservicing agreement to which it is a party in accordance with the terms and conditions of such subservicing agreement and either itself directly service the related Mortgage Loans or enter into a subservicing agreement with a successor subservicer that qualifies under Section 7.04(a). (c) Notwithstanding any subservicing agreement or the provisions of this Agreement relating to agreements or arrangements between the Servicer and a subservicer or reference to actions taken through a subservicer or otherwise, the Servicer shall remain obligated and primarily liable to the Indenture Trustee, the Master Servicer Servicer, the Issuer and the Certificateholders Securityholders for the servicing and administering of the Mortgage Loans in accordance with the provisions hereof without diminution of such obligation or liability by virtue of such subservicing agreements or arrangements or by virtue of indemnification from the subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans. The Servicer shall be entitled to enter into any agreement with a subservicer for indemnification of the Servicer by such subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer may enter into subservicing agreements for any servicing and administration of the Mortgage Loans with any institution which (i) is an approved Xxxxxx Xxx or Xxxxxxx Mac Seller/Servicer and as indicated in writing, (ii) which represents and warrants that it is in compliance with the laws of each state as necessary to enable it to perform its obligations under such subservicing agreementagreement and (iii) which is acceptable to the NIMS Insurer. For this purpose, subservicing shall not be deemed to include outsourcing routine tasks to third parties includingthe use of a tax service, but not limited to, taxes, insurance, property inspection, or services for reconveyance, collection insurance or brokering REO Property. The Servicer shall give prior written notice to the Master Servicer and the Trustee NIMS Insurer of the appointment of any subservicer and shall furnish to the Master Servicer and the NIMS Insurer a copy of such subservicing agreement. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans immediately upon receipt by any subservicer of such payments. Any such subservicing agreement shall be acceptable to the NIMS Insurer and be consistent with and not violate the provisions of this Agreement. Each subservicing agreement shall provide that a successor servicer shall have the option to terminate such agreement without payment of any fees if the predecessor servicer Servicer is terminated or resigns. (b) The Servicer Servicer, with the prior written consent of the NIMS Insurer, may terminate any subservicing agreement to which it is a party in accordance with the terms and conditions of such subservicing agreement and either itself directly service the related Mortgage Loans or enter into a subservicing agreement with a successor subservicer that qualifies under Section 7.04(a). (c) Notwithstanding any subservicing agreement or the provisions of this Agreement relating to agreements or arrangements between the Servicer and a subservicer or reference to actions taken through a subservicer or otherwise, the Servicer shall remain obligated and primarily liable to the TrusteeMaster Servicer, the Master Servicer NIMS Insurer, the Trustee and the Certificateholders for the servicing and administering of the Mortgage Loans in accordance with the provisions hereof without diminution of such obligation or liability by virtue of such subservicing agreements or arrangements or by virtue of indemnification from the subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans. The Servicer shall be entitled to enter into any agreement with a subservicer for indemnification of the Servicer by such subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer may enter into subservicing agreements for any servicing and administration of the Participation Mortgage Loans with any institution which (i) is an approved Xxxxxx Xxx or Xxxxxxx Mac Seller/Servicer and (ii) which represents and warrants that it is in compliance with the laws of each state as necessary to enable it to perform its obligations under such subservicing agreement. For this purpose, subservicing shall not be deemed to include outsourcing routine tasks to third parties includingthe use of a tax service, but not limited to, taxesor services for reconveyance, insurance, property inspection, reconveyance, collection inspection or brokering REO PropertyProperty or the retention of third party contractors to perform certain servicing and loan administration functions, including without limitation, hazard insurance administration, tax payment and administration, flood certification and administration, collection services and similar functions. The Servicer shall give prior written notice to the Master Servicer Servicer, the Seller and the Trustee applicable Participants of the appointment of any subservicer and shall furnish to the Master Servicer a copy of such subservicing agreement. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Participation Mortgage Loans immediately upon receipt by any subservicer of such payments. Any such subservicing agreement shall be consistent with and not violate the provisions of this Agreement. Each subservicing agreement shall provide that a successor servicer shall have the option to terminate such agreement without payment of any fees if the predecessor servicer is terminated or resigns. (b) The Servicer may terminate any subservicing agreement to which it is a party in accordance with the terms and conditions of such subservicing agreement and either itself directly service the related Participation Mortgage Loans or enter into a subservicing agreement with a successor subservicer that qualifies under Section 7.04(a). (c) Notwithstanding any subservicing agreement or the provisions of this Agreement relating to agreements or arrangements between the Servicer and a subservicer or reference to actions taken through a subservicer or otherwise, the Servicer shall remain obligated and primarily liable to the TrusteeSeller, the Master Servicer and the Certificateholders applicable Participants for the servicing and administering of the Participation Mortgage Loans in accordance with the provisions hereof without diminution of such obligation or liability by virtue of such subservicing agreements or arrangements or by virtue of indemnification from the subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Participation Mortgage Loans. The Servicer shall be entitled to enter into any agreement with a subservicer for indemnification of the Servicer by such subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer may enter into subservicing agreements for any servicing and administration of the Mortgage Loans with any institution which (i) is an approved Xxxxxx Xxx Fxxxxx Mxx or Xxxxxxx Fxxxxxx Mac Seller/Servicer and (ii) which represents and warrants that it is in compliance with the laws of each state as necessary to enable it to perform its obligations under such subservicing agreement. For this purpose, subservicing shall not be deemed to include outsourcing routine tasks to third parties including, but not limited to, taxes, insurance, property inspection, reconveyance, collection or brokering REO Property. The Servicer shall give prior written notice to the Master Servicer and the Trustee of the appointment of any subservicer and shall furnish to the Master Servicer a copy of such subservicing agreement. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans immediately upon receipt by any subservicer of such payments. Any such subservicing agreement shall be consistent with and not violate the provisions of this Agreement. Each subservicing agreement shall provide that a successor servicer shall have the option to terminate such agreement without payment of any fees if the predecessor servicer is terminated or resigns. (b) The Servicer may terminate any subservicing agreement to which it is a party in accordance with the terms and conditions of such subservicing agreement and either itself directly service the related Mortgage Loans or enter into a subservicing agreement with a successor subservicer that qualifies under Section 7.04(a). (c) Notwithstanding any subservicing agreement or the provisions of this Agreement relating to agreements or arrangements between the Servicer and a subservicer or reference to actions taken through a subservicer or otherwise, the Servicer shall remain obligated and primarily liable to the Trustee, the Master Servicer and the Certificateholders for the servicing and administering of the Mortgage Loans in accordance with the provisions hereof without diminution of such obligation or liability by virtue of such subservicing agreements or arrangements or by virtue of indemnification from the subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans. The Servicer shall be entitled to enter into any agreement with a subservicer for indemnification of the Servicer by such subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer may enter into subservicing agreements for any servicing and administration of the Mortgage Assistance Loans with any institution which (i) is an approved Xxxxxx Xxx or Xxxxxxx Mac SellerFNMA seller/Servicer servicer and (ii) which represents and warrants that it is in compliance with the laws of each state as necessary to enable it to perform its obligations under such subservicing agreement. For this purpose, subservicing shall not be deemed to include outsourcing routine tasks to third parties including, but not limited to, taxes, insurance, property inspection, reconveyance, collection or brokering REO Property. The Servicer shall give prior written notice to the Master Servicer and the Trustee of the appointment of any subservicer and shall furnish to the Master Servicer Trustee a copy of such subservicing agreement. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Assistance Loans immediately upon receipt by any subservicer of such payments. Any such subservicing agreement shall be consistent with and not violate the provisions of this Agreement. Each subservicing agreement shall provide that a successor servicer shall have the option to terminate such agreement without payment of any fees if the predecessor servicer is terminated or resigns. (b) The Servicer may terminate any subservicing agreement to which it is a party in accordance with the terms and conditions of such subservicing agreement and either itself directly service the related Mortgage Assistance Loans or enter into a subservicing agreement with a successor subservicer that qualifies under Section 7.04(a). (c) Notwithstanding any subservicing agreement or the provisions of this Agreement relating to agreements or arrangements between the Servicer and a subservicer or reference to actions taken through a subservicer or otherwise, the Servicer shall remain obligated and primarily liable to the Trustee, the Master Servicer Trustee and the Certificateholders for the servicing and administering of the Mortgage Assistance Loans in accordance with the provisions hereof without diminution of such obligation or liability by virtue of such subservicing agreements or arrangements or by virtue of indemnification from the subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Assistance Loans. The Servicer shall be entitled to enter into any agreement with a subservicer for indemnification of the Servicer by such subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer may enter into subservicing agreements for any servicing and administration of the Serviced Mortgage Loans with any institution which (i) is (A) pre-approved by the Guarantor and (B) an approved Xxxxxx Xxx or Xxxxxxx Mac Seller/Servicer as indicated in writing, and (ii) which represents and warrants that it is in compliance with the laws of each state as necessary to enable it to perform its obligations under such subservicing agreement; provided, however, that in connection with such subservicing agreement, the decision to approve shall remain in the Guarantor's sole discretion. For this purpose, subservicing shall not be deemed to include outsourcing routine tasks to third parties includingthe use of a tax service, but not limited to, taxes, insurance, property inspection, or services for reconveyance, collection insurance or brokering REO Property. The Servicer shall give prior written notice to the Master Servicer Guarantor and the Trustee of the appointment of any subservicer and shall furnish to the Master Servicer Guarantor a copy of such subservicing agreement. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Serviced Mortgage Loans immediately upon receipt by any subservicer of such payments. Any such subservicing agreement shall be consistent with and not violate the provisions of this Agreement. Each subservicing agreement shall provide that a successor servicer Servicer shall have the option to terminate such agreement without payment of any fees if the predecessor servicer Servicer is terminated or resigns. The Guarantor shall have the right to direct the Servicer (at the Servicer's expense) to terminate any subservicer that (i) having previously been an approved Xxxxxxx Mac Seller/Servicer, no longer has such approval or (ii) at the Guarantor's reasonable request. (b) The Servicer may terminate any subservicing agreement to which it is a party in accordance with the terms and conditions of such subservicing agreement and either itself directly service the related Serviced Mortgage Loans or enter into a subservicing agreement with a successor subservicer that qualifies under Section 7.04(a). (c) Notwithstanding any subservicing agreement or the provisions of this Agreement relating to agreements or arrangements between the Servicer and a subservicer or reference to actions taken through a subservicer or otherwise, the Servicer shall remain obligated and primarily liable to the Trustee, the Master Servicer Guarantor and the Certificateholders for the servicing and administering of the Serviced Mortgage Loans in accordance with the provisions hereof of Article III without diminution of such obligation or liability by virtue of such subservicing agreements or arrangements or by virtue of indemnification from the subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans. The Servicer shall be entitled to enter into any agreement with a subservicer for indemnification of the Servicer by such subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer may enter into subservicing agreements for any servicing and administration of the Mortgage Loans with any institution which (i) is an approved Xxxxxx Xxx Fannie Mae or Xxxxxxx Freddie Mac Seller/Servicer and (ii) which represents and warrants that it is axx xxxrxxxs thxx xx xs in compliance with the laws of each state as necessary to enable it to perform its obligations under such subservicing agreement. For this purpose, subservicing shall not be deemed to include outsourcing routine tasks to third parties includingthe use of a tax service, but not limited to, taxesor services for reconveyance, insurance, property inspection, reconveyance, collection inspection or brokering REO PropertyProperty or the retention of third party contractors to perform certain servicing and loan administration functions, including without limitation, hazard insurance administration, tax payment and administration, flood certification and administration, collection services and similar functions. The Servicer shall give prior written notice to the Master Servicer and the Trustee of the appointment of any subservicer and shall furnish to the Master Servicer a copy of such subservicing agreement. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans immediately upon receipt by any subservicer of such payments. Any such subservicing agreement shall be consistent with and not violate the provisions of this Agreement. Each subservicing agreement shall provide that a successor servicer shall have the option to terminate such agreement without payment of any fees if the predecessor servicer is terminated or resigns. (b) The Servicer may terminate any subservicing agreement to which it is a party in accordance with the terms and conditions of such subservicing agreement and either itself directly service the related Mortgage Loans or enter into a subservicing agreement with a successor subservicer that qualifies under Section 7.04(a). (c) Notwithstanding any subservicing agreement or the provisions of this Agreement relating to agreements or arrangements between the Servicer and a subservicer or reference to actions taken through a subservicer or otherwise, the Servicer shall remain obligated and primarily liable to the Trustee, the Securities Administrator, the Master Servicer and the Certificateholders for the servicing and administering of the Mortgage Loans in accordance with the provisions hereof without diminution of such obligation or liability by virtue of such subservicing agreements or arrangements or by virtue of indemnification from the subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans. The Servicer shall be entitled to enter into any agreement with a subservicer for indemnification of the Servicer by such subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer may enter into subservicing agreements for any servicing and administration of the Mortgage Loans with any institution which (i) is an approved Xxxxxx Xxx Fannie Mae or Xxxxxxx Freddie Mac Seller/Servicer and (ii) which represents and warrants that it is in xxxxxxtx xhat xx xx xn compliance with the laws of each state as necessary to enable it to perform its obligations under such subservicing agreement. For this purpose, subservicing shall not be deemed to include outsourcing routine tasks to third parties includingthe use of a tax service, but not limited to, taxesor services for reconveyance, insurance, property inspection, reconveyance, collection inspection or brokering REO PropertyProperty or the retention of third party contractors to perform certain servicing and loan administration functions, including without limitation, hazard insurance administration, tax payment and administration, flood certification and administration, collection services and similar functions. The Servicer shall give prior written notice to the Master Servicer and the Trustee of the appointment of any subservicer and shall furnish to the Master Servicer a copy of such subservicing agreement. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans immediately upon receipt by any subservicer of such payments. Any such subservicing agreement shall be consistent with and not violate the provisions of this Agreement. Each subservicing agreement shall provide that a successor servicer shall have the option to terminate such agreement without payment of any fees if the predecessor servicer is terminated or resigns. (b) The Servicer may terminate any subservicing agreement to which it is a party in accordance with the terms and conditions of such subservicing agreement and either itself directly service the related Mortgage Loans or enter into a subservicing agreement with a successor subservicer that qualifies under Section 7.04(a). (c) Notwithstanding any subservicing agreement or the provisions of this Agreement relating to agreements or arrangements between the Servicer and a subservicer or reference to actions taken through a subservicer or otherwise, the Servicer shall remain obligated and primarily liable to the Trustee, the Securities Administrator, the Master Servicer and the Certificateholders for the servicing and administering of the Mortgage Loans in accordance with the provisions hereof without diminution of such obligation or liability by virtue of such subservicing agreements or arrangements or by virtue of indemnification from the subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans. The Servicer shall be entitled to enter into any agreement with a subservicer for indemnification of the Servicer by such subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer may enter into subservicing agreements for any servicing and administration of the Mortgage Loans with any institution which (i) is an approved Xxxxxx Xxx Fannie Mae or Xxxxxxx Freddie Mac Seller/Servicer and (ii) which represents and warrants that it is in xxxxxxtx xhat xx xx xn compliance with the laws of each state as necessary to enable it to perform its obligations under such subservicing agreement. For this purpose, subservicing shall not be deemed to include outsourcing routine tasks to third parties includingthe use of a tax service, but not limited to, taxesor services for reconveyance, insurance, property inspection, reconveyance, collection inspection or brokering REO PropertyProperty or the retention of third party contractors to perform certain servicing and loan administration functions, including without limitation, hazard insurance administration, tax payment and administration, flood certification and administration, collection services and similar functions. The Servicer shall give prior written notice to the Master Servicer and the Trustee of the appointment of any subservicer and shall furnish to the Master Servicer a copy of such subservicing agreement. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans immediately upon receipt by any subservicer of such payments. Any such subservicing agreement shall be consistent with and not violate the provisions of this Agreement. Each subservicing agreement shall provide that a successor servicer shall have the option to terminate such agreement without payment of any fees if the predecessor servicer is terminated or resigns. (b) The Servicer may terminate any subservicing agreement to which it is a party in accordance with the terms and conditions of such subservicing agreement and either itself directly service the related Mortgage Loans or enter into a subservicing agreement with a successor subservicer that qualifies under Section 7.04(a). (c) Notwithstanding any subservicing agreement or the provisions of this Agreement relating to agreements or arrangements between the Servicer and a subservicer or reference to actions taken through a subservicer or otherwise, the Servicer shall remain obligated and primarily liable to the Trustee, the Master Servicer and the Certificateholders for the servicing and administering of the Mortgage Loans in accordance with the provisions hereof without diminution of such obligation or liability by virtue of such subservicing agreements or arrangements or by virtue of indemnification from the subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans. The Servicer shall be entitled to enter into any agreement with a subservicer for indemnification of the Servicer by such subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer may enter into subservicing agreements for any servicing and administration of the Mortgage Loans with any institution which (i) is an approved Xxxxxx Xxx Fannie Mae or Xxxxxxx Freddie Mac Seller/Servicer as indicated in writing and (ii) which represents and warrants that it is in compliance with complxxxxx wxxx the laws of xxxx xf each state as necessary to enable it to perform its obligations under such subservicing agreement. For this purpose, subservicing shall not be deemed to include outsourcing routine tasks to third parties includingthe use of a tax service, but not limited to, taxes, insurance, property inspection, or services for reconveyance, collection insurance or brokering REO PropertyProperty or the retention of third party contractors to perform certain servicing and loan administration functions, including without limitation, hazard insurance administration, tax payment and administration, flood certification and administration, collection services and similar functions. The Servicer shall give prior written notice to the Master Servicer and the Trustee of the appointment of any subservicer and shall furnish to the Master Servicer a copy of such subservicing agreement. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans immediately upon receipt by any subservicer of such payments. Any such subservicing agreement shall be consistent with and not violate the provisions of this Agreement. Each subservicing agreement shall provide that a successor servicer Servicer shall have the option to terminate such agreement without payment of any fees if the predecessor servicer Servicer is terminated or resigns. (b) The Servicer may terminate any subservicing agreement to which it is a party in accordance with the terms and conditions of such subservicing agreement and either itself directly service the related Mortgage Loans or enter into a subservicing agreement with a successor subservicer that qualifies under Section 7.04(a). (c) Notwithstanding any subservicing agreement or the provisions of this Agreement relating to agreements or arrangements between the Servicer and a subservicer or reference to actions taken through a subservicer or otherwise, the Servicer shall remain obligated and primarily liable to the Indenture Trustee, the Issuer, the Master Servicer and the Certificateholders Securityholders for the servicing and administering of the Mortgage Loans in accordance with the provisions hereof without diminution of such obligation or liability by virtue of such subservicing agreements or arrangements or by virtue of indemnification from the subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans. The Servicer shall be entitled to enter into any agreement with a subservicer for indemnification of the Servicer by such subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer may enter into subservicing agreements for any servicing and administration of the Mortgage Loans with any institution which (i) is an approved Xxxxxx Xxx Fannie Mae or Xxxxxxx Freddie Mac Seller/Servicer and (ii) which represents and warrants that it is in compliance with the laws of each state as necessary xxxxxxaxx to enable it exxxxx xt to perform its obligations under such subservicing agreement. For this purpose, subservicing shall not be deemed to include outsourcing routine tasks to third parties including, but not limited to, taxes, insurance, property inspection, reconveyance, collection or brokering REO Property. The Servicer shall give prior written notice to the Master Servicer and the Trustee of the appointment of any subservicer and shall furnish to the Master Servicer a copy of such subservicing agreement. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans immediately upon receipt by any subservicer of such payments. Any such subservicing agreement shall be consistent with and not violate the provisions of this Agreement. Each subservicing agreement shall provide that a successor servicer shall have the option to terminate such agreement without payment of any fees if the predecessor servicer is terminated or resigns. (b) The Servicer may terminate any subservicing agreement to which it is a party in accordance with the terms and conditions of such subservicing agreement and either itself directly service the related Mortgage Loans or enter into a subservicing agreement with a successor subservicer that qualifies under Section 7.04(a). (c) Notwithstanding any subservicing agreement or the provisions of this Agreement relating to agreements or arrangements between the Servicer and a subservicer or reference to actions taken through a subservicer or otherwise, the Servicer shall remain obligated and primarily liable to the Trustee, the Master Servicer and the Certificateholders for the servicing and administering of the Mortgage Loans in accordance with the provisions hereof without diminution of such obligation or liability by virtue of such subservicing agreements or arrangements or by virtue of indemnification from the subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans. The Servicer shall be entitled to enter into any agreement with a subservicer for indemnification of the Servicer by such subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Master Servicer may enter into subservicing agreements for any servicing and administration of the Mortgage Loans with any institution which (i) is pre-approved by the Guarantor and an approved Xxxxxx Xxx or Xxxxxxx Freddie 104 Mac Seller/Master Servicer as indicated in writing, and (ii) which represents and warrants that it is in compliance with the laws of each state as necessary to enable it to perform its obligations under such subservicing agreement; provided, however, that in connection with such subservicing agreement, the Guarantor shall consult with the NIMS Insurer, but the decision to approve such subservicing agreement shall remain in the Guarantor's sole discretion. For this purpose, subservicing shall not be deemed to include outsourcing routine tasks to third parties includingthe use of a tax service, but not limited to, taxes, insurance, property inspection, or services for reconveyance, collection insurance or brokering REO Property. The Master Servicer shall give prior written notice to the Master Servicer Seller, the Guarantor, the NIMS Insurer and the Trustee of the appointment of any subservicer and shall furnish to the Master Servicer Seller, the NIMS Insurer and the Guarantor a copy of such subservicing agreement. For purposes of this Agreement, the Master Servicer shall be deemed to have received payments on Mortgage Loans immediately upon receipt by when any subservicer of has received such payments. Any such subservicing agreement shall be consistent with and not violate the provisions of this Agreement. Each subservicing agreement shall provide that a successor servicer Master Servicer shall have the option to terminate such agreement without payment of any fees if the predecessor servicer Master Servicer is terminated or resigns. The Guarantor shall, after consultation with the NIMS Insurer, have the right to direct the Master Servicer (at the Master Servicer's expense) to terminate any subservicer that (i) having previously been an approved Freddie Mac Seller/Masxxx Xxxvicer, no longer has such approval or (ii) at the Guarantor's reasonable request. (b) The Master Servicer may terminate any subservicing agreement to which it is a party in accordance with the terms and conditions of such subservicing agreement and either itself directly service the related Mortgage Loans or enter into a subservicing agreement with a successor subservicer that qualifies under Section 7.04(a6.06(a). (c) Notwithstanding any subservicing agreement or the provisions of this Agreement relating to agreements or arrangements between the Servicer and a subservicer or reference to actions taken through a subservicer or otherwise, the Servicer shall remain obligated and primarily liable to the Trustee, the Master Servicer and the Certificateholders for the servicing and administering of the Mortgage Loans in accordance with the provisions hereof without diminution of such obligation or liability by virtue of such subservicing agreements or arrangements or by virtue of indemnification from the subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans. The Servicer shall be entitled to enter into any agreement with a subservicer for indemnification of the Servicer by such subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer may enter into subservicing agreements for any servicing and administration of the Mortgage Loans with any institution which (i) is an approved Xxxxxx Xxx or Xxxxxxx Mac Seller/Servicer and Faxxxx Xax xr Frxxxxx Xac servicer as indicated in writing, (ii) which represents and warrants that it is in compliance with the laws of each state as necessary to enable it to perform its obligations under such subservicing agreementagreement and (iii) which is acceptable to the NIMS Insurer. For this purpose, subservicing shall not be deemed to include outsourcing routine tasks to third parties includingthe use of a tax service, but not limited to, taxes, insurance, property inspection, or services for reconveyance, collection insurance or brokering REO Property. The Servicer shall give prior written notice to the Master Servicer and the Trustee NIMS Insurer of the appointment of any subservicer and shall furnish to the Master Servicer and the NIMS Insurer a copy of such subservicing agreement. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans immediately upon receipt by any subservicer of such payments. Any such subservicing agreement shall be acceptable to the NIMS Insurer and be consistent with and not violate the provisions of this Agreement. Each subservicing agreement shall provide that a successor servicer shall have the option to terminate such agreement without payment of any fees if the predecessor servicer Servicer is terminated or resigns. (b) The Servicer Servicer, with the prior written consent of the NIMS Insurer, may terminate any subservicing agreement to which it is a party in accordance with the terms and conditions of such subservicing agreement and either itself directly service the related Mortgage Loans or enter into a subservicing agreement with a successor subservicer that qualifies under Section 7.04(a). (c) Notwithstanding any subservicing agreement or the provisions of this Agreement relating to agreements or arrangements between the Servicer and a subservicer or reference to actions taken through a subservicer or otherwise, the Servicer shall remain obligated and primarily liable to the TrusteeMaster Servicer, the Master Servicer Securities Administrator, the NIMS Insurer and the Certificateholders for the servicing and administering of the Mortgage Loans in accordance with the provisions hereof without diminution of such obligation or liability by virtue of such subservicing agreements or arrangements or by virtue of indemnification from the subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans. The Servicer shall be entitled to enter into any agreement with a subservicer for indemnification of the Servicer by such subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer may enter into subservicing agreements for any servicing and administration of the Mortgage Loans with any institution which (i) is an approved Xxxxxx Xxx Fannie Mae or Xxxxxxx Freddie Mac Seller/Servicer and as indicated in writing, (ii) which represents and warrants that it is in compliance with the laws of each state as necessary ax xxxxsxxxy to enable xxxxxx it to perform its obligations under such subservicing agreementagreement and (iii) which is acceptable to the NIMS Insurer. For this purpose, subservicing shall not be deemed to include outsourcing routine tasks to third parties includingthe use of a tax service, but not limited to, taxes, insurance, property inspection, or services for reconveyance, collection insurance or brokering REO Property. The Servicer shall give prior written notice to the Master Servicer Servicer, the NIMS Insurer and the Trustee of the appointment of any subservicer and shall furnish to the Master Servicer and the NIMS Insurer a copy of such subservicing agreement. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans immediately upon receipt by any subservicer of such payments. Any such subservicing agreement shall be acceptable to the NIMS Insurer and be consistent with and not violate the provisions of this Agreement. Each subservicing agreement shall provide that a successor servicer shall have the option to terminate such agreement without payment of any fees if the predecessor servicer Servicer is terminated or resigns. (b) The Servicer Servicer, with the prior written consent of the NIMS Insurer, may terminate any subservicing agreement to which it is a party in accordance with the terms and conditions of such subservicing agreement and either itself directly service the related Mortgage Loans or enter into a subservicing agreement with a successor subservicer that qualifies under Section 7.04(a). (c) Notwithstanding any subservicing agreement or the provisions of this Agreement relating to agreements or arrangements between the Servicer and a subservicer or reference to actions taken through a subservicer or otherwise, the Servicer shall remain obligated and primarily liable to the Trustee, the Master Servicer Servicer, the NIMS Insurer and the Certificateholders for the servicing and administering of the Mortgage Loans in accordance with the provisions hereof without diminution of such obligation or liability by virtue of such subservicing agreements or arrangements or by virtue of indemnification from the subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans. The Servicer shall be entitled to enter into any agreement with a subservicer for indemnification of the Servicer by such subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.